**WARRANT
      CLARIFICATION AGREEMENT**





This
      Warrant Clarification Agreement (this “Agreement”), dated October 27, 2006, is
      to the Warrant Agreement, dated as of July 13, 2005 (the “Warrant Agreement”),
      by and between Fortress America Acquisition Corporation, a Delaware corporation
      (“Company”), and Continental Stock Transfer & Trust Company, a New York
      corporation (“Warrant Agent”).





**WHEREAS** ,
      Section
      3.3.2 of the Warrant Agreement provides that Company shall not be obligated
      to
      deliver any securities pursuant to the exercise of a warrant unless a
      registration statement under the Securities Act of 1933, as amended (“Securities
      Act”), with respect to the common stock underlying the warrants is effective.





**WHEREAS** ,
      in
      furtherance of the foregoing, the Company’s final prospectus, dated July 13,
      2005, indicated (i) that no warrant would be exercisable unless at the time
      of
      exercise a prospectus relating to the common stock issuable upon exercise of
      the
      warrant is current and the common stock has been registered or qualified or
      deemed to be exempt under the securities laws of the state of residence of
      the
      holder of the warrant and (ii) that the warrant may be deprived of any value
      and
      the market for the warrant may be limited if the prospectus relating to the
      common stock issuable upon the exercise of the warrant is not current or if
      the
      common stock is not qualified or exempt from qualification in the jurisdictions
      in which the holder of the warrant resides.





**WHEREAS** ,
      as a
      result of certain questions that have arisen regarding the accounting treatment
      applicable to the warrants, the parties hereto deem it necessary and desirable
      to amend the Warrant Agreement to clarify that the registered holders do not
      have the right to receive a net cash settlement in the event the Company does
      not maintain a current prospectus relating to the common stock issuable upon
      exercise of the warrants at the time such warrants are exercisable.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual agreements contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      to amend the Warrant Agreement as set forth herein.





1.  Warrant
      Agreement .
      The
      Warrant Agreement is hereby clarified and amended, effective as of the date
      of
      the Warrant Agreement, by adding the following sentence as the penultimate
      sentence of Section 3.3.2:





“Furthermore,
      in no event will the Company be obligated to pay such registered holder any
      cash
      or other consideration or otherwise “net cash settle” the Warrant.”





2.  Miscellaneous .





(a)  Governing
      Law .
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflicts of law principles that would result in the
      application of the substantive laws of another jurisdiction. The Company hereby
      agrees that any action, proceeding or claim against it arising out of or
      relating in any way to this Agreement shall be brought and enforced in the
      courts of the State of New York or the United States District Court for the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. The Company hereby waives any objection
      to such exclusive jurisdiction and that such courts represent an inconvenience
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      9.2 of the Warrant Agreement. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or
      claim.









(b)  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.





(c)  Entire
      Agreement .
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among them.
      Except as set forth in this Agreement, provisions of the Warrant Agreement
      which
      are not inconsistent with this Agreement shall remain in full force and effect.
      This Agreement may be executed in counterparts.





(d)  Severability .
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.


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IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification
      Agreement as of the date first written above.


FORTRESS
                AMERICA
                ACQUISITION
              CORPORATIONBy:
            /s/ Harvey WeissHarvey
              Weiss, President


CONTINENTAL
                STOCK
                TRANSFER & TRUST
              COMPANYBy:
            /s/ Steven G. NelsonSteven
              G. Nelson,
              President







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