**EXECUTIVE
      EMPLOYMENT AGREEMENT**




**THIS
      EXECUTIVE EMPLOYMENT AGREEMENT** (the
      "Agreement") is entered into and made effective as of September 1, 2007 (the
      "Effective Date"), by and between Homeland Security Capital Corporation., a
      Delaware corporation, having its principal offices at 1005 North Glebe Road,
      Suite 550, Arlington, Virginia 22201  (the
      "Company"), and C. Thomas McMillen, whose address is 1103 South Carolina Avenue,
      S.E., Washington,  D.C.
      20003 (the "Executive").




**RECITALS** :





**WHEREAS** ,
      the
      Company desires to employ and retain the Executive for the term specified herein
      in order to advance the business and interests of the Company on the terms
      and
      conditions set forth herein; and




**WHEREAS** ,
      the
      Executive desires to provide his services to the Company in such capacities,
      on
      and subject to the terms and conditions hereof; and




**WHEREAS** ,
      the
      Company desires to provide the Executive with certain options to acquire stock
      in the Company in order that the Executive may have the opportunity to
      participate in the growth and performance of the Company, as set forth
      herein.




**NOW,
      THEREFORE** ,
      for and
      in consideration of the foregoing premises, the mutual covenants and agreements
      herein contained, and for other good and valuable consideration, the receipt
      and
      adequacy of which is hereby acknowledged, the parties hereto, intending to
      be
      legally bound, hereby agree as follows:




1.  Employment
      and Term .
      Subject
      to the terms and conditions hereof, the Company does hereby employ and agree
      to
      employ the Executive as its President and Chief Executive Officer for and during
      the Employment Term (as defined below), and the Executive does hereby accept
      such employment. The initial term of employment shall commence on September
      1,
      2007 and shall continue for two (2) years thereafter unless earlier terminated
      as herein provided (the "Employment Term"), and thereafter shall be renewed
      for
      additional terms of one (1) year, unless either party provides the other with
      notice, as provided for herein, at least ninety (90) days prior to the date
      the
      Employment Term would otherwise renew, of that party's intention not to so
      renew
      such term.




2.  Duties
      of Executive .
      The
      Executive shall, during the Employment Term hereunder, perform the executive
      and
      administrative duties, functions and privileges incumbent with the position
      of
      President and Chief Executive Officer and such other duties as reasonably
      determined by the Board of Directors of the Company (the "Board") from
      time-to-time. The Executive shall report to the Board and if appointed by the
      Board, shall serve as the Chairman of the Board without additional compensation
      therefor. The Executive agrees to serve the Company faithfully, conscientiously
      and to the best of his ability, and to devote at least twenty-five (25) hours
      per week to the business and affairs of the Company (and, if requested by the
      Board, any subsidiary or affiliate of the Company) so as to promote the profit,
      benefit and advantage of the Company and, if applicable, any subsidiaries or
      affiliates of the Company. The Executive agrees to accept the compensation
      to be
      made to him under this Agreement as full and complete compensation for the
      services required to be performed by, and the covenants of, the Executive under
      this Agreement.









3.  Location
      and Travel .
      The
      Executive shall not be required to relocate outside the greater Washington,
      D.C.
      metropolitan area without his consent. The Executive acknowledges, however,
      that
      significant domestic and international travel may be required as part of his
      duties hereunder and the Executive agrees to undertake such travel as may be
      reasonably required by the business of the Company from
      time-to-time.




4.  Compensation .




4.1  Base
      Salary .
      The
      Executive shall initially be paid a base salary (the "Base Salary") of Two
      Hundred Thousand Dollars ($200,000) per year, which shall be periodically
      reviewed and increased by the Board, in its sole discretion, during the
      Employment Term. The Base Salary shall be increased by Twenty Thousand Dollars
      ($20,000) or pro rata for every Ten Million Dollars ($10,000,000) or
      pro rata of equity the Company sells during the Employment Term (“New
      Equity”); provided, however, that any equity securities (i) issued to employees
      or consultants as compensation, (ii) issued in any acquisition or merger or
      (iii) purchased by employees, consultants or directors upon the exercise or
      conversion of any Company stock option or other security issued for compensatory
      purposes, shall not be deemed New Equity. All compensation shall be made in
      accordance with the standard payroll practices of the Company.




4.2  Regular
      Benefits .
      The
      Executive shall be entitled to participate in any health insurance, accident
      insurance, hospitalization insurance, life insurance, pension, or any other
      similar plan or benefit provided by the Company to its executives or employees
      generally, including, but not limited to any stock option plan, if and to the
      extent that the Executive is eligible to participate in accordance with the
      provisions of any such insurance, plan or benefit generally (such benefits,
      collectively, the "Regular Benefits").




4.3  Vacation .
      The
      Executive shall be entitled to four (4) weeks paid vacation with such vacation
      to be taken at times mutually agreeable to the Executive and the Company. The
      Executive shall further be entitled to the number of paid holidays, and leaves
      for illness or temporary disability in accordance with the policies of the
      Company for its senior executives.




4.4  Term
      Life Insurance .
      The
      Company shall have the right from time-to-time to purchase, modify or terminate
      insurance policies on the life of the Executive for the benefit of the Company
      in such amount as the Company shall determine in its sole discretion. In
      connection therewith the Executive shall, at such time(s) and at such place(s)
      as the Company may reasonably direct, submit himself to such physical
      examinations and execute and deliver such documents as the Company may deem
      necessary or desirable; provided, however, that the eligibility of the Executive
      for, or the availability of, such insurance shall not be deemed to be a
      condition of continued employment hereunder.




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4.5  Expense
      Reimbursement .
      The
      Company shall reimburse the Executive for all expenses reasonably incurred
      by
      him in connection with the performance of his duties hereunder and the business
      of the Company upon the submission to the Company of appropriate receipts
      therefor, in accordance with the expense reimbursement policy of the
      Company.




4.6  Annual
      Bonus .
      The
      Executive shall be eligible to receive an annual bonus equal to one hundred
      percent (100%) of the Base Salary then in effect based on the achievement of
      performance metrics established by the Board and the Executive on each
      anniversary of the Effective Date during the Employment Term, with the metrics
      for the first twelve months of the Employment Term to be established by the
      Board and the Executive on or before the date which is sixty (60) days from
      the
      date hereof. All such metrics shall be evidenced in a document signed by the
      Board and timely provided to the Executive.




4.7  Signing
      Bonus .
      The
      Company shall pay to the Executive a signing bonus (the "Signing Bonus") in
      the
      amount of Fifty Thousand Dollars ($50,000), with such Signing Bonus to be paid
      on the date on which this Agreement is executed by the last of the Company
      or
      the Executive, provided that the other party has already executed this
      Agreement.




4.8  Options .
      During
      the Employment Term and within five (5) business days from the date, if any,
      the
      Company issues New Equity, the Company shall issue to the Executive options
      to
      acquire an amount of shares of the Company’s common stock, par value $0.001 per
      share, equal to 8% of the additional shares of the Company's common stock
      represented by the New Equity (on an as-converted or as-exercised basis), which
      options shall vest ratably on a quarterly basis over the Employment Term. Except
      as otherwise expressly provided in this Agreement, all terms and conditions
      concerning the granting and exercise of any options awarded to the Executive
      hereunder, including any cashless exercise provisions, shall be governed by
      the
      Company's option plan, as such plan may be amended from time to time. The
      Executive options shall be memorialized by a stock option agreement between
      the
      Company and the Executive.




4.9  Automobile
      Allowance .
      The
      Company shall pay to the Executive (or to an entity he designates) a monthly
      automobile allowance in the amount of One Thousand Dollars
      ($1,000).




4.10  Tax
      Reimbursement .
      The
      Company reimburse the Executive for any additional taxes (the “Tax Reimbursement
      Payment”) he is required to pay as a result of the cancellation of any
      provisions of that certain Promissory Note, dated August 29, 2005, issued
      by the Executive to Cornell Capital Partners, L.P., as amended. Any Tax
      Reimbursement Payment will be “grossed-up” by the Company to cover Executive’s
      anticipated income tax obligations; provided, however, that the amounts to
      be
      received by the Executive pursuant to this Section 4.10 for the Tax
      Reimbursement Payment and any “gross-up” thereof shall not exceed $200,000 in
      the aggregate. For purposes of determining the amount of the “gross-up”, the
      Executive shall be deemed to pay federal, state and/or local income taxes at
      the
      highest applicable marginal rate of income taxation for the calendar year in
      which the Tax Reimbursement Payment is made or is to be made. Any payments
      under
      this Section 4.10 will be included in Executive's IRS Form W-2 for the year
      in
      which payments thereof are made to the Executive.




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5.  Termination
      and Severance Arrangements .




5.1  Termination
      by the Company .
      Except
      as set forth in Section 5.3 hereof, the Company may terminate this Agreement
      at
      any time by providing at least thirty (30) days' prior written notice to the
      Executive. In the event that the Company terminates this Agreement (a) other
      than in connection with a Change of Control (as defined in Section 6 hereof),
      and (b) other than for Cause (as defined in Section 5.3 hereof), the Company
      shall, notwithstanding such termination, in consideration for all of the
      undertakings and covenants of the Executive contained herein, continue to pay
      to
      the Executive the Base Salary and the Regular Benefits for the remainder of
      the
      then-current Employment Term. In addition, in the event the Company terminates
      this Agreement as described in the immediately preceding sentence, any and
      all
      options granted to the Executive by the Company shall become automatically
      and
      immediately vested and exercisable. In no event however, shall the continuation
      of such payments during such post-termination period be deemed to be employment
      hereunder for purposes of calculating any bonus due to the Executive or for
      purposes of determining the vesting or exercise period of any stock options
      granted hereunder, or otherwise.




5.2  Termination
      by Executive .
      The
      Executive may terminate his employment at any time for Good Reason and receive
      the payments and benefits specified in Section 5.1 hereof in the same manner
      as
      if the Company had terminated his employment without Cause. For purposes of
      this
      Agreement, "Good Reason" will exist if any one or more of the following occur:
      failure by the Company to honor any of its material obligations under this
      Agreement, including, without limitation, its obligations under Section 4 hereof
      concerning compensation, Section 9 hereof concerning indemnification, and
      Section 11.4 hereof concerning successor obligations.




5.3  Termination
      for Cause .
      Notwithstanding the Employment Term, the Company may terminate the Executive
      for
      Cause upon a resolution duly adopted by the affirmative vote of not less than
      a
      majority of the entire membership of the Board (excluding the Executive, if
      a
      director at such time). In the event that the employment of the Executive is
      terminated by the Company for Cause, no severance or other post-termination
      payment shall be due or payable by the Company to the Executive (except solely
      such Base Salary or other payments as may have been accrued but not yet paid
      prior to such termination). For purposes hereof, "Cause" shall mean: (a) the
      conviction with respect to any felony or misdemeanor involving theft, fraud,
      dishonesty or misrepresentation; (b) any misappropriation, embezzlement or
      conversion of the Company's or any of its subsidiary's or affiliate's property
      by the Executive; (c) willful misconduct by the Executive in respect of the
      material duties or obligations of the Executive under this Agreement; or (d)
      a
      material breach by the Executive of any of his material obligations hereunder,
      after written notice thereof and a reasonable opportunity of thirty (30) days
      to
      cure the same, provided that the same is not caused by the physical disability
      including mental disease or defect of the Executive, in which event Section
      5.4
      hereof shall apply.




5.4  Death
      or Disability .
      In the
      event that the employment of the Executive by the Company is terminated by
      reason of the death of the Executive or by reason of medical or psychiatric
      disability which prevents the Executive from satisfactorily performing a
      material portion of his duties for ninety (90) consecutive calendar days or
      one
      hundred twenty (120) days in any three hundred sixty-five (365) day period (a
      "Disability"), the Company shall, promptly upon such termination, pay the
      Executive an amount equal to six (6) months of his then-current Base Salary,
      in
      a single lump sum.




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6.  Proprietary
      Rights .




6.1  Non
      Competition .
      Except
      for (i) the Executive's position as an officer of Fortress International Group
      and its successors, (ii) the Executive's ownership interest in Global Secure
      Corporation, and (iii) the Executive's ownership interest and/or position in
      any
      future special purpose acquisition corporations, the Executive covenants and
      agrees that for so long as he shall be employed by the Company and for a period
      of two (2) years from the date of the termination of such employment for any
      reason (the "Restricted Period") the Executive shall not directly or indirectly,
      own, manage, control, operate invest in or become principal of employee of,
      director of, or consultant to, any business, entity or venture which is
      competitive with the business of the Company as conducted at such time;
      provided, however, that it shall not be a violation of this Agreement for the
      Executive to have beneficial ownership of less than five percent (5%) of the
      outstanding amount of any class of securities of any enterprise (but without
      otherwise participating in the activities of such enterprise) if such securities
      are listed on a national securities exchange or quoted on an inter-dealer
      quotation system.




6.2  Confidentiality .
      The
      Executive recognizes and acknowledges that certain confidential business and
      technical information used by the Employee in connection with his duties
      hereunder that includes, without limitation, certain confidential and
      proprietary information relating to the designing, development, construction
      and
      marketing of computer hardware, is a valuable and unique asset of the Company.
      Executive agrees that he shall at all times maintain the confidentiality of
      the
      proprietary information and trade secrets of the Company, and that he shall
      during the Restricted Period refrain from disclosing any such information to
      the
      disadvantage of the Company.




6.2.1
      During the Restricted Period the Executive shall not, directly or indirectly:
      (a) solicit, in competition with the Company, any person who is a customer
      of
      any business conducted by the Company, or (b) in any manner whatsoever induce,
      or assist others to induce, any supplier of the Company to terminate its
      association with such entity or do anything, directly or indirectly, to
      interfere with the business relationship between the Company, and any of their
      respective current or prospective suppliers.




6.2.2
      During the Restricted Period the Executive shall not, directly or indirectly,
      solicit or induce any employee of the Company to terminate his or her employment
      for any purpose, including without limitation, in order to enter into employment
      with any entity which competes with any business conducted by the
      Company.




6.3  Ownership
      by Company .
      The
      Executive acknowledges and agrees that any of his work product created, produced
      or conceived in connection with his association with the Company shall be deemed
      work for hire and shall be deemed owned exclusively by the Company. The
      Executive agrees to execute and deliver all documents required by the Company
      to
      document or perfect the Company's proprietary rights in and to the Executive's
      work product.




5




6.4  Remedies .
      It is
      expressly understood and agreed that the services to be rendered hereunder
      by
      the Executive are special, unique, and of extraordinary character, and in the
      event of the breach by the Executive of any of the terms and conditions of
      this
      Agreement on his part to be performed hereunder, or in the event of the breach
      or threatened breach by the Executive of the terms and provisions of this
      Section 6, then the Company shall be entitled, if it so elects, to institute
      and
      prosecute any proceedings in any court of competent jurisdiction, either in
      law
      or equity, for such relief as it deems appropriate, including without limiting
      the generality of the foregoing, any proceedings, to obtain damages for any
      breach of this Agreement, or to enforce the specific performance thereof by
      the
      Executive.




7.  Market
      Standoff Agreement .
      The
      Executive hereby agrees that if so requested by the Company or by any
      representative of any underwriters in connection with any registration of the
      offering of any securities of the Company under the Securities Act, the
      Executive shall not sell or otherwise transfer any securities of the Company
      during the ninety (90) day period following the effective date of a registration
      statement of the Company filed under the Securities Act of 1933, as
      amended.




8.  Director's
      and Officer's Liability Insurance .
      To
      protect the Executive from any liability, loss, claims, damages, or costs,
      including legal fees and costs, prior to any public offering of any securities
      of the Company, the Company may purchase and maintain director's and officer's
      liability insurance (the "D&O Insurance") in an amount not less than Two
      Million Dollars ($2,000,000), or in such amount as is later agreed upon by
      the
      Executive and the Company.




9.  Indemnification .
      As an
      employee, officer and director of the Company, the Executive shall be
      indemnified against all liabilities, damages, fines, costs and expenses by
      the
      Company in accordance with the indemnification provisions of the Company's
      Certificate of Incorporation as in effect on the date hereof, and otherwise
      to
      the fullest extent to which employees, officers and directors of a corporation
      organized under the laws of the state of incorporation of the Company may be
      indemnified pursuant to the laws of such state, as the same may be amended
      from
      time-to-time (or any subsequent statute of similar tenor and effect), subject
      to
      the terms and conditions of such statute.




10.  Independent
      Representation .
      The
      Executive acknowledges that he has had the opportunity to seek independent
      legal
      counsel and tax advice in connection with the execution of this Agreement,
      and
      the Executive represents and warrants to the Company (a) that he has sought
      such
      independent counsel and advice as he has deemed appropriate in connection with
      the execution hereof and the transactions contemplated hereby, and (b) that
      he
      has not relied on any representation of the Company as to tax matters, or as
      to
      the consequences of the execution hereof.




10.1  Neutral
      Construction .
      No
      party may rely on any drafts of this Agreement in any interpretation of the
      Agreement. Each party to this Agreement has reviewed this Agreement and has
      participated in its drafting and, accordingly, no party shall attempt to invoke
      the normal rule of construction to the effect that ambiguities are to be
      resolved against the drafting party in any interpretation of this
      Agreement.




10.2  Attorneys'
      Fees .
      In the
      event that either party hereto commences litigation against the other to enforce
      such party's rights hereunder, the prevailing party shall be entitled to recover
      all costs, expenses and fees, including reasonable attorneys' fees (including
      in-house counsel), paralegals, fees, and legal assistants' fees through all
      appeals.




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11.  General .




11.1  Applicable
      Law .
      This
      document shall in all respects be governed by the laws of the State of
      Delaware.




11.2  Successor
      Obligations .
      The
      Company shall require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to expressly assume by written agreement and to
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place.




11.3  Survival .
      The
      parties hereto agree that the covenants contained in Section 6 hereof shall
      survive any termination of employment by the Executive and any termination
      of
      this Agreement.




11.4  Assignability .
      All of
      the terms and provisions contained herein shall inure to the benefit of and
      shall be binding upon the parties hereto and their respective heirs, personal
      representatives, successors and assigns. The obligations of the Executive
      however, may not be assigned, and the Executive may not, without the Company's
      written consent, assign, transfer, convey, pledge, encumber, hypothecate or
      otherwise dispose of this Agreement or any interest therein. Any such attempted
      assignment or disposition shall be null and void and without effect.
      Notwithstanding anything in this Section 11.4 to the contrary, the Company
      and
      the Executive agree that this Agreement and all of the Company's rights and
      obligations hereunder may be assigned or transferred by the Company to and
      may
      be assumed by and become binding upon and may inure to the benefit of any
      affiliate of or successor to the Company. The term "successor" shall mean,
      with
      respect to the Company or any of its subsidiaries, and any other corporation
      or
      other business entity which, by merger, consolidation, purchase of the assets,
      or otherwise, acquires all or a material part of the assets of the Company,
      including but not limited to HSCC. Any assignment by the Company of its rights
      and obligations hereunder to any affiliate of or successor shall not be
      considered a termination of employment for purposes of this Agreement.




11.5  Notices .
      Any and
      all notices required or desired to be given hereunder by any party shall be
      in
      writing and shall be validly given or made to another party if delivered either
      personally, by telex, facsimile transmission, same-day delivery service,
      overnight expedited delivery service, or if deposited in the United States
      Mail,
      certified or registered, postage prepaid, return receipt requested. If notice
      is
      served personally, notice shall be deemed effective upon receipt. If notice
      is
      served by telex or by facsimile transmission, notice shall be deemed effective
      upon transmission, provided that such notice is confirmed in writing by the
      sender within one (1) day after transmission. If notice is served by same day
      delivery service or overnight expedited delivery service, notice shall be deemed
      effective the day after it is sent, and if notice is given by United States
      mail, notice shall be deemed effective five (5) days after it is sent. In all
      instances, notice shall be sent to the parties at the following
      addresses:




7


If
                  to the Company:
              Homeland
                  Security Capital Corporation1005
                  North Glebe Road, Suite 550Arlington,
                  Virginia 22201Fax:
                  (703) 528-7073Attention:
                  Board of DirectorsWith
                  a copy to:
              Kirkpatrick
                  & Lockhart Preston Gates Ellis, LLP200
                  South Biscayne Boulevard, 20th FloorMiami,
                  FL 33131Fax:
                  (305) 358-7095Attention:
                  Clayton Parker, Esq.If
                  to the Executive:
              C.
                  Thomas McMillen1103
                  South Carolina Avenue, S.E.Washington,
                  D.C. 20003Fax:
                  (202) 758-3327




Any
      party
      may change its address for the purpose of receiving notices by a written notice
      given to the other party.





11.6  Modifications
      or Amendments .
      No
      amendment, change or modification of this document shall be valid unless in
      writing and signed by all of the parties hereto.




11.7  Waiver .
      No
      reliance upon or waiver of one or more provisions of this Agreement shall
      constitute a waiver of any other provisions hereof.




11.8  Severability .
      If any
      provision of this Agreement as applied to either party or to any circumstances
      shall be adjudged by a court of competent jurisdiction to be void or
      unenforceable, the same shall in no way affect any other provision of this
      Agreement or the validity or enforceability of this Agreement. If any court
      construes any of the provisions to be unreasonable because of the duration
      of
      such provision or the geographic or other scope thereof, such court may reduce
      the duration or restrict the geographic or other scope of such provision and
      enforce such provision as so reduced or restricted.




11.9  Separate
      Counterparts; Signatures Transmitted Via Facsimile Machines .
      This
      document may be executed in one or more separate counterparts, each of which,
      when so executed, shall be deemed to be an original. Such counterparts shall,
      together, constitute and shall be one and the same instrument. This Agreement,
      and the counterparts thereto, may be executed by the parties using their
      respective signatures transmitted via facsimile machines.




11.10  Headings .
      The
      captions appearing at the commencement of the sections hereof are descriptive
      only and are for convenience of reference. Should there be any conflict between
      any such caption and the section at the head of which it appears, the
      substantive provisions of such section and not such caption shall control and
      govern in the construction of this document.




8




11.11  Further
      Assurances .
      Each of
      the parties hereto shall execute and deliver any and all additional papers,
      documents and other assurances, and shall do any and all acts and things
      reasonably necessary in connection with the performance of their obligations
      hereunder and to carry out the intent of the parties hereto.




11.12  Entire
      Agreement .
      This
      Agreement constitutes the entire understanding and agreement of the parties
      with
      respect to the subject matter of this Agreement, and any and all prior
      agreements or representations are hereby terminated and canceled in their
      entirety (including the Executive Employment Agreement, dated August 30, 2005,
      by and between the Company and the Executive).




[SIGNATURE
      PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY BLANK]





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**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Executive Employment Agreement to be effective
      as of the Effective Date.




**THE
                COMPANY**:**HOMELAND
                SECURITY CAPITAL CORPORATION**By:
            /s/ Michael
                T. BriganteName:
            Michael
              T. BriganteTitle:
            Chief
              Financial Officer**THE
                EXECUTIVE**:/s/
                C. Thomas McMillenC.
                Thomas McMillen





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