**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
                1******
            ****
            ******Effective
                Date:**
            **September
                2007**


**STATEMENT
      OF PRINCIPLES**





Fortress
      International Group, Inc. (hereinafter referred to as "Fortress" or the
      "Company") is committed to quality, innovation and above all ethical
      professional conduct. 1 Meeting
      this commitment is only possible because each director, officer and employee
      of
      Fortress follows high standards of ethical conduct and business practices.
      Individual integrity supported by a dedicated corporate culture is the pledge
      that enforces the Company's Code of Ethics and Business Conduct Standards (the
      "Code of Conduct"). This Code of Conduct applies to all Fortress directors,
      officers and employees (each, a "covered person"). Each covered person shall
      strive to protect the Company's reputation for integrity and ethical
      conduct.





Fortress
      is committed to providing a sustainable long-term financial return to our
      stockholders and to protecting and improving the value of their investment
      through prudent application of corporate resources and by observing high
      standards of legal and ethical conduct in all Company business
      dealings.





There
      should never be a question about Fortress' trust and integrity. This means
      all
      covered persons shall commit to the following:





·
            Strict
                adherence to the law


·
            Honesty
                in personal and business dealings


·
            Fairness
                and respect to all


·
            Being
                proactive in taking the initiative to address issues before they
                become
                problems


·
            Personal
                responsibility as an employee and
                citizen


·
            Exercising
                good judgment in business dealings and operational decisions affecting
                Fortress


·
            Avoiding
                even the appearance of impropriety





On
      rare
      occasions, these principles may mean the loss of business. The Company's
      principles of integrity and trust, however, should not be
      compromised.





**RESPONSIBILITY
      AND ACCOUNTABILITY**




Covered
      persons are responsible for ensuring that their own conduct, both at work and
      away from the office, as well as the conduct of those who report to them and
      whom they observe, is honest and ethical under all circumstances and fully
      complies not only with the law but also our policies and the Code of Conduct.
      Because our reputation for high ethical standards and quality work is so
      important, violations of the Code of Conduct or other Fortress policies may
      result in disciplinary action, up to and including termination. Violations
      of
      the Code of Conduct and other Fortress policies, furthermore, may result in
      personal civil or criminal liability.







1
              This
                  Code of Conduct applies to Fortress International Group, Inc.,
                  and all of
                  its subsidiaries and affiliates. As used in this Code of Conduct,
                  "Fortress" or "Company" includes such entities.







**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
                2******
            ****
            ******Effective
                Date:**
            **September
                2007**


It
      is the
      personal responsibility of each covered person to read, understand and comply
      with the Code of Conduct and to diligently comply with our other policies and
      procedures. If you have any questions regarding specific policies, discuss
      them
      promptly with the Company's Human Resources Department, Chief Administrative
      Officer, or Corporate Compliance Officer (the "Compliance Officer"). You will
      be
      required to certify to your understanding of the Code of Conduct on an annual
      basis.




**CONDUCT
      REGARDING BUSINESS ACTIVITY**





**Compliance
      With Laws, Rules and Regulations**





Covered
      persons are expected to obey, and ensure that the Company obeys, all applicable
      laws, rules and regulations of the United States and other countries, and the
      states, counties, cities and other jurisdictions in which the Company conducts
      business.





**Fair
      Dealing**





The
      Company seeks to outperform our competition fairly and honestly and to seek
      competitive advantages through the superior performance of the members of our
      team. Covered persons are expected to deal fairly with the Company's customers,
      suppliers, and competitors. Misappropriating proprietary information that was
      obtained without the owner's consent, or inducing such disclosures by past
      or
      present employees of other companies is prohibited. No one should take unfair
      advantage of another through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts or any other unfair-dealing
      practice.





**Government
      Contracts**





As
      a
      government contractor, we have a special obligation to the U.S. Government,
      and
      to the public at large, to ensure that we administer our contracts and deliver
      our products and services in a manner that fully satisfies both our legal
      obligations and our own high standards of integrity and quality.





We
      are
      committed to compliance with the letter and spirit of the laws and regulations
      governing contracting with the U.S. Government. These laws and regulations
      impose requirements not traditionally associated with other commercial business
      transactions.










**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
                3******
            ****
            ******Effective
                Date:**
            **September
                2007**


**Conflicts
      Of Interest**





Each
      covered person should avoid any situation that might lead to a real or apparent
      conflict of interest in our dealings with vendors, suppliers, customers,
      partners, consultants and other companies, between his/her self-interest and
      his/her duties and responsibilities as an employee, officer or director of
      the
      Company.





A
      conflict of interest exists when your duty to give undivided loyalty to the
      Company can be prejudiced by actual or potential personal benefits being derived
      from another source. Although the following list is not exhaustive, some
      examples of situations in which a conflict of interest may arise are as
      follows:





·
            When
                a covered person takes actions or has interests that make it difficult
                to
                perform work for the Company objectively and effectively.


·
            When
                a covered person receives improper personal benefits as a result
                of the
                person's position with the Company.  ·
            When a covered person uses corporate property or
              nonpublic information gained in his orher
              employment with the Company for his or her own
              advantage.  ·
            When a covered person competes with the
              Company.


·
            When
                a covered person learns of a business opportunity through association
                with
                the Company and discloses it to a third party or invests in the
                opportunity without first offering it to the
                Company.





Covered
      persons should not cause or permit the Company or themselves to have a conflict
      of interest. Covered persons are expected to avoid any investment, interest,
      association or relationship which interferes with or might interfere with their
      independent exercise of judgment in the Company's best interests. Covered
      persons should also avoid any situation in which a personal interest or a family
      member's interest may conflict (or appear to conflict) with the interests of
      the
      Company. 2




Disclosures
      of personal interest or other circumstances which might constitute conflicts
      of
      interest must be made promptly by covered persons to the Compliance Officer.
      The
      Compliance Officer will arrange for resolution in a manner best suited to the
      interests of the Company with a reasonable view to the covered person's needs.
      A
      covered person may proceed with a transaction that is, or may be, a conflict
      of
      interest only after receiving prior written approval from the Compliance
      Officer.





If
      you
      are a Fortress officer and are requested to serve as an officer or director
      of
      another corporation or business, you must obtain the approval of the Compliance
      Officer before accepting the position.







2
              For
                  the purposes of this Code of Conduct, family members include spouse,
                  children, stepchildren, parents, brothers, sisters, grandparents,
                  in-laws
                  and any person living in the same household.







**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
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            ****
            ******Effective
                Date:**
            **September
                2007**


**Corporate
      Opportunity**





Covered
      persons owe a duty of loyalty to Fortress and are expected to advance its
      legitimate interests when the opportunity to do so arises. If a covered person
      learns of a business or investment opportunity through the use of corporate
      property or information or his or her position at Fortress, such as from a
      competitor or actual or potential customer, supplier or business associate
      of
      Fortress, he or she may not participate in the opportunity or make the
      investment without the prior written approval of the Compliance Officer. Such
      an
      opportunity should be considered an opportunity for Fortress in the first
      instance. A covered person may not use corporate property or information or
      his
      or her position at Fortress for improper personal gain, and may not compete
      with
      Fortress. For example, you should not acquire any interest in a company when
      you
      know that Fortress may take or is taking steps to acquire an interest in that
      company. All covered persons are bound by the Company's *Corporate
      Opportunity Policy* .
      (See
      Fortress' Corporate Opportunity Policy - APPENDIX A).





**Gratuities,
      Gifts and Favors**





Covered
      persons and their family members may not accept gifts, entertainment, employment
      or business opportunities or other favors that could influence (or appear to
      influence) impartial performance of the covered person’s job or duties or that
      could place the covered person under an obligation to a party dealing or
      attempting to deal with the Company.





Covered
      persons, either in the Compnay’;s name or individually on behalf of the Company,
      shall not offer, promise, authorize or arrange any payment or gift of any kind
      to a political party or candidate, government or military employee or agent,
      or
      their families anywhere in the world on behalf of the Company or using the
      Company’s name. Nominal gratuities may be permissible in limited situations, but
      not without first consulting with the Compliance Officer.





The
      Foreign Corrupt Practices Act ("FCPA") prohibits U.S. companies from making
      improper payments or gifts to foreign officials. All covered persons are bound
      by the Company's *FCPA
      Policy* .
      (See
      Fortress' Foreign Corrupt Practices Act Policy - APPENDIX B).





**Insider
      Trading / Tipping**





Since
      Fortress is a publicly-owned company, the Company has legal obligations to
      be
      especially vigilant in safeguarding material, non-public information of the
      Company from disclosure both inside and outside the Company. It is a violation
      of federal law for anyone with knowledge of such information to buy or sell
      Fortress stock, or to make any unauthorized disclosure of such information
      (known as "tipping"). All covered persons are bound by the Company's *Insider
      Trading Policy* .
      (See
      Fortress' Policies on Securities Law Compliance and Transactions in Company
      Securities by Directors, Officers and Other Insiders - APPENDIX C).










**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
                5******
            ****
            ******Effective
                Date:**
            **September
                2007**


**Communications**





As
      a
      publicly-owned company, Fortress has an obligation to ensure that all
      communications of material information are timely, factual, accurate,
      transparent, consistent and credible, and in compliance with the applicable
      legal requirements of the various regulatory agencies to which the Company
      is
      subject, including, without limitation, the requirements of the Securities
      and
      Exchange Commission (the "SEC"). It is imperative that communication be
      consistent in good times and bad, that selective disclosure is avoided at all
      times and that all parties in the investment community have fair access to
      information. All covered persons are bound by the Company's *Corporate
      Communications Policy* .
      (See
      Fortress' Corporate Communications Policy - APPENDIX D).





**Accuracy
      of Financial Records/Financial Representations**





As
      a
      public company, our filings with the SEC must be full, fair, accurate, and
      timely and include understandable disclosure of information that is required
      to
      be made public pursuant to the applicable securities laws of the United States.
      Because of the importance of this issue, the Board of Directors has been charged
      with responsibility for ensuring that every covered person has a means of
      reporting, anonymously and confidentially, any concerns about the manner in
      which the Company's financial statements or public reports are prepared, the
      sufficiency of its internal financial controls, the honesty or competence of
      its
      financial management or independent auditors or any other matter regarding
      any
      accounting or auditing matters. Procedures for such reporting are set forth
      in
      the Company's *Whistle
      Blower Policy* .
      (See
      Fortress' Whistle Blower Policy - APPENDIX E).





**Confidentiality**





Nonpublic
      information regarding the Company, its businesses, covered persons, customers
      or
      suppliers is confidential. As a covered person you are trusted with such
      confidential information. You are only to use such confidential information
      for
      the business purposes of the Company for which they were intended. Confidential
      information should not be shared with anyone outside the Company, including
      family or friends, or other covered persons who do not need the information
      to
      carry out their duties, except when disclosure is authorized by the Compliance
      Officer or legally mandated.





**Equal
      Opportunity**





Fortress
      is an equal opportunity employer. Fortress does not discriminate against any
      individual with regard to any term or condition of employment or the provision
      of services on account of race, color, religion, sex, age, national origin,
      disability, sexual orientation, ancestry, veteran or marital status or any
      other
      characteristic that is protected under any applicable law. In addition, Fortress
      prohibits sexual or any other kind of harassment of covered persons in the
      workplace by any person. Procedures for such reporting are set forth in the
      Company's Harassment Policy. (See Fortress' Equal Employment Opportunity and
      Unlawful Harassment Policy - APPENDIX F).









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
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            ****
            ******Effective
                Date:**
            **September
                2007**


**CONDUCT
      REGARDING OUTSIDE ACTIVITIES**





**Responsible
      Citizenship**





Fortress
      is a responsible corporate citizen committed to improving the communities in
      which we operate. Fortress actively supports initiatives designed to improve
      the
      communities in which they reside.





Fortress
      encourages covered persons to take part in community activities. In doing so,
      covered persons act only on behalf of themselves and not as representatives
      of
      the Company unless authorized to do so by the Compliance Officer.





**CONDUCT
      REGARDING FORTRESS FACILITIES AND PROPERTY**





**Use
      and Protection of Company Assets**





All
      covered persons are responsible for the protection and appropriate, efficient
      use of Fortress assets. All Company property is to be used for legitimate
      business purposes only. Theft, careless or negligent use, or loss of Company
      property may subject the offending person to disciplinary action up to and
      including termination of employment and, where appropriate, referral to law
      enforcement authorities.





**Political
      Activities**





Personal
      participation in political activities is separate from corporate activities.
      The
      Company's name, trademarks and other property, i.e., stationery, business cards,
      etc., and work time are not to be used in connection with such activities.
      Political campaigning on Company property is prohibited.





**WAIVERS**





Covered
      persons are expected to follow this Code of Conduct at all times. Generally,
      there should be no waivers to this Code of Conduct, however, in rare
      circumstances conflicts may arise that necessitate waivers. Waivers will be
      determined on a case-by-case basis by the CEO with the advice of the Compliance
      Officer as appropriate; provided, however, that waivers for officers and
      directors of the Company may be determined only by the Board of Directors who
      shall have the sole and absolute discretionary authority to approve any
      deviation or waiver from this Code of Conduct with respect to any director
      or
      executive officer. If the Board of Directors grants a waiver, including an
      implicit waiver or failure to take action within a reasonable period of time,
      regarding a material departure from a provision of this Code of Conduct by
      the
      Chief Executive Officer or the Chief Financial Officer that waiver shall be
      promptly disclosed to stockholders in accordance with SEC
      requirements









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                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **PAGE:
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            ****
            ******Effective
                Date:**
            **September
                2007**


**SEEKING
      GUIDANCE, REPORTING AND INVESTIGATION OF SUSPECTED
      VIOLATIONS**





This
      Code
      of Conduct cannot provide definitive answers to all questions. If you have
      questions regarding any of the policies discussed in this Code of Conduct or
      if
      you are in doubt about the best course of action in a particular situation,
      you
      should seek guidance from the Company’s Human Resources Department, Chief
      Administrative Officer or Compliance Officer.





It
      is
      your responsibility to report suspected violations of law, the Code of Conduct
      or other Fortress policies. For this purpose, the Board of Directors has elected
      Thomas R. Mollencop as the Corporate Compliance Officer. Mr. Mollencop can
      be
      reached at (410) 423-7322 or by e-mail at rmollencop@totalsiteteam.com. Fortress
      also has an available hotline, at (1- 888-279-5279 through
      EthicsPoint), or secure internet site (TBD- through EthicsPoint) where reports
      of potentially illegal, unauthorized or inappropriate conduct can be made
      confidentially at any time.





All
      reported violations will be promptly investigated and treated confidentially
      to
      the extent reasonably possible. It is imperative that reporting persons not
      conduct their own preliminary investigations. Investigations of alleged
      violations may involve complex legal issues, and acting on your own may
      compromise the integrity of an investigation and adversely affect both you
      and
      Fortress.





It
      is a
      violation of the law and Fortress policy to retaliate against any employee
      for
      reporting in good faith suspected violations of the Code of Conduct or other
      Fortress policy.





It
      is the
      responsibility of a covered person to have a reasonable basis on which to
      conclude that inappropriate activity may be occurring. This requires that the
      disclosing person have some evidence that has led to a good-faith conclusion
      that conduct may be inappropriate. If, after investigation, it appears that
      a
      covered person made a frivolous or bad faith allegation of improper conduct,
      such covered person may be subject to discipline up to and including termination
      of employment.









**Fortress
                International Group, Inc.**totalsitesolutions




**CERTIFICATION
      OF UNDERSTANDING AND COMPLIANCE**


**Code
      of Ethics and Business Conduct Standards**


**(Year
      2007)**





I
      have
      read, understand, and agree to comply with Fortress International Group, Inc.'s
      Code of Ethics and Business Conduct Standards.





______New
                Hire
            
            ______Annual
              Certification






_____________________________________________________________________________________


*Name
      (Please Print)*








_____________________________________________________________________________________


*Employee
      ID-Social Security Number*








_____________________________________________________________________________________


*Signature
      (which certifies that you have read, understand and agree to comply with
      Fortress' Code of Ethics and Business Conduct Standards [and that you understand
      this certification is a condition of your employment])*





____________________________________________________________________________________


*Date*





**Promptly
                return this executed Certification page to the Chief Administrative
                Officer.**





Thomas
      R.
      Mollencop


Corporate
      Compliance Officer


Fortress
      International Group, Inc.


7226
      Lee
      DeForest Drive


Suite
      104


Columbia,
      MD 21046


(410)
      423-7322


email:
      rmollencop@totalsiteteam.com









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards-**
            **Page
                1****Appendix
                A****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**CORPORATE
      OPPORTUNITY POLICY**




The
      Board
      of Directors (the "Board") of Fortress International Group, Inc. ( " Company " ) ,
      has
      adopted this policy (this "Policy") in order to regulate and define the conduct
      of employees, officers and directors of the Company (each a "covered person")
      relating to corporate opportunities of the Company.




A
      corporate opportunity is a business opportunity that a covered person, or,
      an
      Affiliate of a covered person, intends to pursue, whether through investment
      or
      participation in the opportunity, and that the Company might reasonably be
      interested in pursuing, which (1) has a direct or close relationship to a
      business or line of business in which the Company is engaged, or (2) with
      respect to which (a) the Company has publicly announced it intends to
      engage or (b) the covered person is aware the Company had determined it
      intends to engage or is in the process of considering whether it will
      engage.




No
      covered person shall directly or indirectly take any action to pursue a Corporate
      Opportunity, or shall use his or her influence or direction to cause a family
      member or an Affiliate of the
      covered person to pursue a Corporate Opportunity, except as permitted by this
      Policy.




·
            Definitions




·
            As
                used in this Policy, the following terms shall have the following
                meanings:




·
            "Affiliate"
                means a person that directly, or indirectly through one or more
                intermediaries, controls, or is controlled by, or is under common
                control
                with, another person.




·
            "Corporate
                Opportunity"
                means any Possible Corporate Opportunity that has been designated
                as a
                "Corporate Opportunity" pursuant to Section
                2.




·
            "Possible
                Corporate Opportunity"
                means any specific business
                opportunity:




·
            identified
                as such pursuant to a resolution of the Board; provided that anyopportunity
                being considered or pursued by a covered person or an Affiliate of
                a
                covered person at the time of thedeliberation or adoption of such resolution that is otherwise an
                Unrestricted Opportunity will not become a Possible Corporate Opportunity
                as to that covered person;





·
            that
                the Company has an interest in or reasonable expectation of the
                opportunity, and the covered person, by taking the opportunity, will
                create a conflict with the Company;









**Fortress
                        International Group, Inc.**totalsitesolutions**SUBJECT:**
              **Code
                  of Ethics and Business Conduct Standards-**
              **Page
                  2****Appendix
                  A****Effective
                  Date:**
              **September
                  2007**
              **Adopted
                  September 2007**


·
            that
                the opportunity in fairness should belong to the Company;





·
            that
                a covered person uses corporate resources or assets to develop or
                pursue;
                and





·
            of
                which a covered person first becomes aware as a result of his or
                her
                capacity asa
                covered person.
                For the avoidance of doubt, an opportunity described in this paragraph
                (v)
                but not described by paragraphs (i), (ii), (iii), or (iv) of this
                Section
                1, shall not be a Possible Corporate Opportunity with respect to
                any
                covered person who was previously aware of such opportunity other
                than as
                a result of his or her capacity as a covered
                person.




·
            "Unrestricted
                Opportunity"
                means any corporate or business opportunity that is neither a Possible
                Corporate Opportunity nor a Corporate
                Opportunity.





·
            Procedures




·
            Any
                covered person (an "Interested Party") who wishes to pursue a Possible
                CorporateOpportunity
                or whose Affiliate wishes to pursue such Possible Corporate
                Opportunity,
                shall provide written notice thereof to the Company's Corporate Compliance
                Officer (the "Compliance Officer"). Such notice shall specify the
                (x)
                nature of the Possible Corporate Opportunity and (y) identity of
                the
                person desiring to pursue or exploit the Possible Corporate Opportunity,
                including any Affiliate(s), of the Interested Party that desire to
                pursue
                or exploit the Possible Corporate
                Opportunity.






·
            Upon
                receipt of a notice as specified in Section 2(a), the Chairman of
                the
                Board, and the Compliance Officershall,
                within a reasonable time period thereafter, make a recommendation
                to the
                full Board thatit
                adopt a resolution that (i) the Company is ready and able to pursue,
                and
                desires to pursue, the Possible Corporate Opportunity (in which event
                the
                opportunity will be deemed to be a "Corporate Opportunity"), (ii)
                the
                Company is not ready or not able or not desirous of pursuing the
                Possible
                Corporate Opportunity or (iii) the Board requires more time (with
                a
                reasonable period to be specified in the resolution) to continue
                to review
                the Possible Corporate Opportunity. Upon receipt of the recommendation
                of
                the Compliance Officer, the full Board shall within a reasonable
                time
                period thereafter, vote on the recommendation. Upon making a determination
                pursuant to this Section 2(b), the Board shall promptly inform the
                Interested Party of the decision in writing.




·
            Notwithstanding
                anything contained herein to the contrary, if the covered person
                is an
                employee of the Company, the Compliance Officer with input fromthe
                Chief Executive Officer of the Companyshall determine whether the employee can undertake the Possible Corporate
                Opportunity, or whether the Possible Corporate Opportunity must be
                submitted to the Board pursuant to Section
                2(b).









**Fortress
                  International Group, Inc.**totalsitesolutions**SUBJECT:**
              **Code
                  of Ethics and Business Conduct Standards-**
              **Page
                  3****Appendix
                  A****Effective
                  Date:**
              **September
                  2007**
              **Adopted
                  September 2007**


·
            If
                the Board makes a determination described in Section 2(b)(i) that
                the
                Company is ready and able to pursue, and desires to pursue, a Corporate
                Opportunity, but any Interested Party believes the Company is not
                diligently pursuing the opportunity, the Interested Party may at
                any time
                give another notice under Section
                2(a).




·
            If
                the Board makes a determination described in Section 2(b)(ii),
                such Possible Corporate Opportunity shall thereafter bedeemed an Unrestricted Opportunity.











**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                1****Appendix
                B****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**FOREIGN
      CORRUPT PRACTICES ACT POLICY**




Fortress
      International Group, Inc. ("Fortress" or " Company " )
      is
      committed to a high standard of business ethics and integrity  worldwide.
      Fortress will be law-abiding in any country in which it operates and will not
      intrude into the
      political affairs of any country.





Fortress's
      reputation depends not only on the actions of our employees, but also on the
      actions of our consultants, agents and any joint venture partners. The actions
      of our consultants, agents and any joint venture partners may
      bind
      Fortress legally or expose Fortress to liability to third parties. Therefore, it is Fortress' policy that its foreign consultants, agents and
      any
      joint venture partners must demonstrate an ability and willingness to abide
      by
      Fortress' policies and ethical standards.





Fortress
      will not cause or permit any director, officer, employee, agent or consultant
      to
      take any action
      which would result in violation of the laws or regulations of any
      country.





There
      will be timely and accurate accounting regarding all transactions engaged in
      by
      or on  behalf
      of
      the Company involving foreign officials, with particular attention to gifts,
      gratuities, contributions and the retention of agents and consultants as permitted under
      this policy.





**FOREIGN
      CORRUPT PRACTICES ACT**




The Foreign
      Corrupt Practices Act of 1977 (the "Act" or the "FCPA")
      prohibits U.S. companies from making improper payments or gifts to foreign
      officials. Company policy requires that all directors,
      officers, employees, agents or consultants comply
      with the FCPA.





**A.**
              **Definition
                  of Foreign Official**


Under
                  the FCPA, the term "foreign official" includes elected and appointed
                  governmental officials,candidates
                  for public office, foreign political parties, officers and employees
                  of
                  government ownedor
                  controlled enterprises, and public international organizations.
                  When in
                  doubt, Fortress employees should consult the Company's Corporate
                  Compliance Officer (the "Compliance Officer") for advice on whether
                  a
                  potential recipient of a payment is a "foreign
                  official."









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                2****Appendix
                B****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**B.**
            **Prohibited
                Acts**





**The
      following acts are prohibited by the FCPA:**





1.
            Authorizing,
                paying, promising or delivering any payment, gift or favor intendedto
                influence any foreign official on a matter within that person's
                responsibilities.For
                example, any payment to any foreign official for the purposes of
                obtaining
                orretaining
                sales of products or services to Fortress, sales by Fortress of Fortressproducts
                or services, to win a bid or contract, or to obtain more favorable
                taxtreatment
                is prohibited.





2.
            Any
                indirect payment to a third party if the payor knows that the third
                party
                maymake
                a prohibited payment. For example, any payment to a Fortress agent
                orconsultant
                where the payor is aware or has a reasonable belief that such agent
                orconsultant
                may make an improper payment to a foreign official is prohibited.
                TheFortress
                payor may not avoid this prohibition by deliberately ignoring orpurposefully
                avoiding knowledge that a bribe may be
                paid.





3.
            Establishing
                any undisclosed or unrecorded "slush" funds or assets; making anyfalse
                or artificial entries in company books or records; failing to keep
                books,records
                and accounts in reasonable detail to reflect accurately the handling
                ofmoney
                and other assets; and failing to maintain internal accounting controlssufficient
                to verify that no improper payments have been
                made.





**C.**
            **Permissible
                Payments**





**The
      following payments may be made:**





1.
            Payments
                to a foreign official for the purpose of expediting or securing the
                performance of a routine governmental action. Payments for the following
                routine governmental actions are permissible: obtaining permits,
                licenses
                or other official documents to qualify to do business in a foreign
                country; processing governmental papers, such as visas and work orders;
                assuring police protection, mail pickup and delivery, or scheduling
                inspections associated with contract performance or inspections related
                to
                the transit of goods across country; and providing phone service,
                power
                and water supply, loading and unloading cargo or protecting perishable
                products or commodities from deterioration. Routine governmental
                action
                does not include any decision by a foreign official to encourage,
                to
                award, to continue or to modify the terms relating to any business
                with
                any Fortress entity.




**Fortress
                  International Group, Inc.**companylogo**SUBJECT:**
              **Code
                  of Ethics and Business Conduct Standards**
              **Page
                  3****Appendix
                  B****Effective
                  Date:**
              **September
                  2007**
              **Adopted
                  September 2007**


2.
            Any
                payment that is lawful under the written laws and regulations of
                the
                foreign country.





3.
            Any
                reasonable expenditure directly related to the promotion, demonstration
                or
                explanation of Fortress products or services or the execution or
                performance of a contract with a foreign government or agency, such
                as the
                travel and lodging expenses of a foreign official on a trip for such
                purposes.





**D.**
            **Penalties**




Violations
      of the anti-bribery provisions of the FCPA may result in criminal fines of
      up
      to $2,000,000 for corporations and $100,000 and five years imprisonment for
      individuals. Violations of the accounting provisions may result in fines of
      up
      to $2,500,000 for corporations
      and $1,000,000 and ten years imprisonment for individuals. Under
      alternative  fine
      provisions, a violator may be fined up to twice the amount of the gain or loss
      resulting from a
      violation.





**PAYMENTS
      AND THE FCPA**





Neither
      Fortress nor any director, officer, employee, agent or consultant of Fortress
      will directly or
      indirectly make or promise illegal payments or contributions, or engage in
      any
      other illegal conduct
      in order to influence customers, suppliers or governmental entities, including
      their officials or employees, to secure or retain business, to encourage any
      such employees or officials to fail to perform or to perform improperly their
      official functions or to influence legislation, nor undertake any of the acts
      prohibited by the FCPA, as summarized above. Neither Fortress nor any director,
      officer, employee, agent or consultant of Fortress will submit to extortion
      as a
      condition of doing business.





**POLITICAL
      CONTRIBUTIONS**




Even
      where political contributions are legal, it is Fortress' policy, generally,
      not
      to make such contributions. Where it is legal and also appropriate under local custom, modest
      contributions may be made openly, but only to further the political process
      and
      not with the intent to influence a particular government official, candidate
      or
      party, and only on proper approval as specified in this policy. As noted below,
      any foreign political contribution must be approved in advance by the Compliance
      Officer.









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                4****Appendix
                B****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**GIFTS
      AND GRATUITIES**




Gifts
      shall not be given or received except of nominal value. Where local custom
      is so
      strong  that
      to
      refuse a gift, or to not reciprocate with a gift, would be considered an insult,
      a gift can be
      received or given but only upon proper approval and documentation.





Gratuities
      or tips to facilitate the obtaining of services that are supposed to be
      performed are not favored and are to be resisted. Outside the U.S., if there
      is
      a strong local custom for such gratuities, they will be tolerated but only
      if
      made in small amounts and if properly authorized, accounted for and
      reported.





**AGREEMENTS
      WITH FOREIGN AGENTS, CONSULTANTS AND JOINT VENTURE
      PARTNERS**




**A.**
            **Due
                Diligence**




Before
                entering into*any*agreement
                with a foreign consultant, agent or joint venture partner,Fortress will conduct an appropriate background check. Fortress will
                document the nature and results of the background check, and will
                maintain
                records of the background check. The extent of the background check
                will
                vary depending on the circumstances. The responsible Fortress business
                development personnel should determine the appropriate level of the
                background check on a case by case basis, in consultation with the
                Compliance Officer.





**B.**
            **Contracts**




All
                contracts covered by this policy must be reviewed and approved by
                the
                Compliance Officer before they are signed. Fortress has a strong
                preference for using its own documents for these
                contracts.





At
                a minimum, contracts with foreign agents and any joint venture partners
                musthave
                appropriate FCPA language and conflict of interest provisions. In
                negotiating contracts,Fortress personnel should convey that the principles underlying these
                contractual provisions are
                non-negotiable.





Under
                no circumstances shall the services to be furnished or the payment
                therefore bemisrecorded
                nor shall any such transaction be used in any way, directly or indirectly,
                toobtain or conceal improper services or advantages of any
                kind.









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                5****Appendix
                B****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**C.**
            **Who
                Is Covered by This Policy**





This
                policy covers all consultants, agents and joint venture partners
                involved
                in Fortress investments or projects outside the United States. For
                example, agreements with thefollowing
                are covered by this policy: (a) any developer or consultant retained
                by
                Fortress to assist in a bid for or the development of a foreign project;
                (b) any agent or consultant whosescope
                of work may include interaction with foreign government officials,
                including officers,directors or employees of state owned or controlled enterprises;
                and (c)
                any joint venturepartner
                who may share in the equity ownership of a project with Fortress,
                or who
                will receive asuccess fee at financial closing.





**APPROVAL
      PROCEDURES**





All
      written requests, reports and approvals should follow the approval procedure
      outlined below:





A.
            For
                political contributions, any exception to the general policy against
                such
                contributions must be approved by the Compliance
                Officer.





B.
            For
                gifts to foreign officials having a nominal value of $100 or more,
                the
                Compliance Officer must approve and must also determine whether a
                gift of
                such value received by an employee from a foreign official more properly
                should be considered the property of the
                Company.





C.
            Gratuities
                or tips to a foreign official to facilitate the obtaining of routine
                governmental services or action must be approved by and reported
                to the
                Compliance Officer.





D.
            All
                requests for retention or use of agents and consultants outside the
                U.S.
                must be approved by the Compliance Officer. In the case of all such
                agents
                and consultants, each such request shall contain a written memorandum
                approved by the Compliance Officer containing all required information
                about the agent or consultant and the relationship proposed. If approval
                is granted, a suitable contract shall be drafted which shall contain
                the
                terms required by this policy. The Compliance Officer shall keep
                the Chief
                Executive Officer of the Company (the "Chief Executive Officer")
                informed
                with respect to such arrangements.





**Implementation
      Responsibilities**





A.
            The
                Compliance Officer shall be responsible for the interpretation of
                this
                policy who will consult with the Chairman of the Board of Directors
                (the
                "Chairman") and Chief Executive Officer in making such
                interpretation.









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                6****Appendix
                B****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




B.
            Management
                of Fortress, including all officers, directors, managers, accounting
                managers, controllers and other financial personnel having authority
                over
                disbursement of funds and all managers and business development personnel
                with responsibilities which include business development and marketing
                outside of the U.S., will be required to certify annually that they
                have
                read and understand this policy, that they have no knowledge of any
                violations of the policy and that they have taken appropriate steps
                to see
                that those reporting to them have read and understand the
                policy.





C.
            Every
                employee of Fortress is expected to be candid and cooperate with
                Fortress'
                auditors and the employees of Fortress' independent
                auditor.





D.
            Appropriate
                disciplinary action up to and including dismissal will be taken against
                employees who violate this policy.





E.
            Annually,
                the Chief Financial Officer of the Company, and the Compliance Officer
                will collaborate to review the status of the Company's compliance
                with
                this policy statement, will cause an appropriate audit to be performed
                and
                shall report the findings to the Chairman and Chief Executive
                Officer.





F.
            The
                Compliance Officer will be responsible for keeping this policy updated
                to
                reflect experiences and changes in laws or
                regulations.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                1****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**





**POLICIES
      ON SECURITIES LAW COMPLIANCE AND TRANSACTIONS IN COMPANY SECURITIES BY
      DIRECTORS, OFFICERS AND OTHER** **INSIDERS**





The
      following policies and procedures of Fortress International Group, Inc. (the
      “ Company ”)
      are
      intended to emphasize the importance of: (i) complying with information
      disclosure and reporting requirements and other regulations of the Securities
      and Exchange Commission (“ SEC ”);
      (ii)
      not engaging in purchases or sales of the Company’s securities while in the
      possession of material, non-public information, commonly referred to as “insider
      trading”; (iii) not engaging in speculative, short-term transactions (such
      as short sales or options trading) in Company securities; and (iv) properly
      reporting to the SEC transactions in the Company’s securities.




The
      Company expects the strictest compliance with these policies and procedures
      by
      directors, officers and other personnel with access to material non-public
      information (such persons are collectively referred to as “ Insiders ”).
      Failure to observe them could result in embarrassment of the Company and, in
      some instances, serious legal difficulties for the individual and perhaps the
      Company as well. Violation of these policies and procedures may result in
      disciplinary action up to and including termination of employment by the
      Company.




If
      you
      have any doubt as to your responsibilities under these policies and procedures,
      seek clarification and guidance from the Chief Financial Officer. Do not try to
      resolve uncertainties on your own.




**PROHIBITION
      OF DISCLOSURE OF NON-PUBLIC INFORMATION CONCERNING THE COMPANY; DESIGNATED
      SPOKESPERSONS**





All
      non-public information concerning the Company and its subsidiaries is the
      Company’s property. It is a violation of corporate policy for an Insider to
      disclose corporate information, including information concerning other
      businesses derived from association with the Company, to individuals outside
      of
      the Company except as required in the course of performance of regular corporate
      duties. This prohibition applies specifically (but not exclusively) to inquiries
      about the Company and its customers that may be made by the press, investment
      analysts or others in the financial community, and even stockholders. The SEC
      has adopted rules (Regulation FD) prohibiting the disclosure of material
      non-public information by publicly held companies without simultaneous public
      disclosure of the information. Even non-intentional disclosures of such
      information must be cured by public disclosure within 24 hours.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                2****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




The
      Company’s policy is to comply with SEC Regulation FD and other applicable
      securities laws and regulations. To that end, the only persons authorized to
      speak on behalf of the Company with the financial press as to matters involving
      the Company, financial institutions, analysts, stockholders and similar parties
      are the Chief Executive Officer and Chief Financial Officer. All inquiries
      from
      the financial press and members of the financial community as to matters
      involving the Company and investors should be immediately referred to one of
      these designated spokespersons.




**PROHIBITION
      AGAINST SECURITIES TRANSACTIONS**  **WHILE
      IN POSSESSION OF MATERIAL NON-PUBLIC**  **INFORMATION;
      ADOPTION OF “TRADING WINDOWS”;**  **TRANSACTION
      PRE-CLEARANCE PROCEDURES**





It
      is a
      violation of corporate policy, and of the law, for Insiders (and members of
      their immediate families) to buy or sell securities while in the possession
      of
      material, non-public information concerning the Company. SEC Rule 10b5-1
      emphasizes that, in order to be guilty of illegal “insider trading,” a person
      need not “use” the material, non-public information; it is enough that the
      person was aware of the information when making a purchase or sale. This
      prohibition applies not only to transactions in the Company’s securities, but
      also to transactions in the securities of other companies that may be
      significant customers, suppliers, competitors, adverse litigants, or other
      publicly held companies with which Insiders become familiar in the course of
      their employment with the Company. The SEC has prosecuted successfully employees
      of a company who bought stock in another company on the basis of information
      they learned through their employment.




Background
      information and additional guidance and procedures are set forth
      below:




**What
      is “Insider Trading”?**




There
      is
      no statutory definition of “insider trading”, but in general it consists of
      purchasing or selling securities while in the possession of information that
      is
      (i) non-public and (ii) “material”. This prohibition applies not only to all
      Insiders, but also to members of their immediate families (spouse, parents,
      children, and siblings) who receive material, non-public information from
      Insiders. It is also illegal to give “tips” to third parties. It is possible for
      a person to be charged with “insider trading” if a third party trades on the
      basis of non-public material information given to the third party by an Insider
      (or a member of their immediate families), even though the Insider does not
      personally gain from the trading.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                3****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**What
      is “Non-public” Information?**




In
      general, information is “non-public” until it is publicly disseminated, either
      through the issuance of a press release or through disclosure in the Company’s
      periodic filings with the SEC. In addition, information is not considered to
      be
      publicly available immediately after
      its release. As a general rule, Insiders should restrict their transactions
      in
      Company securities until the third full trading day following the public
      disclosure or announcement of material information. Moreover, as discussed
      below, the Company’s policies require both (i) pre-clearance of transactions in
      the Company’s securities and (ii) that transactions in the Company’s securities
      by Insiders should take place only during certain “trading windows,” when the
      risk of even inadvertent “insider trading” is lowest.




**What
      is “Material” Information?**




Again,
      there is no statutory definition of what constitutes “material” information. In
      determining whether information is “material”, it is necessary to (i) consider
      whether there is substantial likelihood that a reasonable investor would
      consider the information important, i.e. ,
      as
      significantly altering the total mix of information available to him or her,
      in
      deciding whether to purchase or sell Company or other securities, and (ii)
      take
      into account, in the case of information concerning events that are uncertain,
      both the probability that the event will occur and the anticipated magnitude
      of
      the event if it occurs. Information that might be “material” includes news of a
      potential acquisition, merger or disposition; financial information that departs
      from what the market would expect; significant developments in major litigation;
      a change in dividend policy; developments concerning significant potential
      liabilities; or obtaining or losing a major contract. This listing is merely
      illustrative. Material information may be either positive or negative. It is
      also important to remember that whether a particular information is “material”
will always be viewed with the benefit of “20-20 hindsight.”




**What
      are the Penalties?**




The
      Insider Trading and Securities Fraud and Enforcement Act of 1988 prescribes
      heavy penalties for insider trading violations, including (i) civil penalties
      of
      $1,000,000 or three times the profit or loss avoided as a result of the insider
      trading, whichever is greater, and (ii) criminal penalties with jail sentences
      of up to ten years. Liability may extend not only to violators, but to the
      Company and others as well. The SEC and Department of Justice have been vigorous
      in their prosecution of insider trading.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                4****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**“Trading
      Windows”; Establishment of Company Trading Windows**




“Insider
      trading” risks associated with transactions in the Company’s securities are
      lowest during the period immediately following the release of quarterly and
      annual earnings data. Accordingly, the Company has adopted the policy of
      limiting transactions in Company securities by Insiders to the period commencing
      on the third trading day following the release of quarterly or annual earnings
      until the expiration of the later of (i) three weeks or (ii) the
      calendar month during which the release is issued. Prohibitions against insider
      trading apply during these “trading windows.” Therefore, even during the trading
      windows, transactions by Insiders are subject to the mandatory pre-clearance
      procedures described below.




The
      SEC
      has adopted rules providing that Insiders may avoid insider trading liability
      if
      purchases or sales are made - even outside the permitted trading windows -
      pursuant to a pre-arranged trading plan. Insiders who wish to establish such
      a
      trading plan should consult first with the Company’s Chief Financial
      Officer.




**Mandatory
      Pre-clearance Procedures**




All
      transactions in Company securities by Insiders - and by members of their
      immediate families within the scope of the person’s “beneficial ownership” -
      must be pre-approved by our Chief Financial Officer. This procedure also
      requires advance approval of prearranged trading plans, such as elections under
      Rule 10b5-1 plans or under employee benefit plans, so the Company can analyze
      any reporting consequences of such arrangements. Such pre-clearance will include
      a review of the restrictions on insider trading and the provisions of Section
      16(a) and (b) of the Securities Exchange Act of 1934 (“ Exchange
      Act ”)
      and
      SEC Rule 144, discussed below, applicable to directors and certain officers.
      All
      requests for pre-clearance should be submitted to the Chief Financial Officer
      at
      least two business days in advance of the proposed transaction. You are
      responsible for personally speaking with the Chief Financial Officer. If you
      leave a voice-mail or e-mail message and the Chief Financial Officer does not
      respond, you should follow up to ensure that your message was
      received.




When
      you
      call for pre-clearance, the Company will require detailed information on the
      proposed transaction, including exactly how many shares are involved and, if
      stock options are involved, exactly which stock options are proposed to be
      exercised. You will also need to indicate the exact date the transaction is
      proposed to occur or other conditions to the transaction (for example, any
      minimum price condition), and you will need to provide contact information
      for
      the broker who will be responsible for the order.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                5****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




Once
      a
      transaction is pre-cleared, you and your broker will need to remain in ongoing
      contact with the Company in order to provide detailed transaction information.
      You (or your immediately family members) will need to authorize the broker
      to
      provide information directly to the Company.




**PROHIBITION
      AGAINST “TRADING” IN COMPANY SECURITIES**




The
      Company believes it is inappropriate for Company personnel to engage in
      short-term or speculative transactions involving the Company’s securities that
      may give rise to even an appearance of impropriety. All transactions in the
      Company’s securities by Insiders should be made for investment purposes, and not
      with a view to a quick profit on a sale. Therefore, it is the Company’s policy
      that Insiders should not engage in “short sales” ( i.e. ,
      sales
      of securities not owned) or “sales against the box” ( i.e. ,
      sales
      of shares owned but not delivered against the sale) in transactions involving
      the Company’s securities. For the same reasons, it is Company policy that no
      Insider should purchase, sell or otherwise trade in, “put” or “call” options
      based on Company securities.




As
      discussed below, Section 16(b) of the Exchange Act in effect prohibits directors
      and executive officers from selling Company securities within six months of
      their purchase, and the foregoing policy is consistent with this rule. In
      addition to the Company’s general policy against “short sales,” Section 16(c) of
      the Exchange Act prohibits directors and executive officers from making “short
      sales” of any “equity security” of the Company. Directors and executive officers
      may not sell securities of the Company that they do not own at the time or,
      if
      owned, are not delivered within 20 days after the sale.




**TRANSACTION** **REPORTING
      FOR DIRECTORS AND EXECUTIVE OFFICERS**


**UNDER
      SECTION 16 OF THE EXCHANGE ACT**




**Reporting
      Requirements - Overview**




Section
      16(a) of the Exchange Act requires each director and executive officer of the
      Company to file reports with the SEC setting forth the number of shares of
      Company “equity securities” (including common stock and preferred stock and
      other convertible securities, and including derivative securities such as stock
      options, stock appreciation rights and phantom stock) of which he or she is
      the
“beneficial” owner, and changes in such ownership. A Form 4 must be filed with
      the SEC within two business days after the day on which the transaction takes
      place.









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                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                6****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**Reportable
      Transactions**




Directors
      and executive officers are required to report any changes in their ownership
      of
      Company securities, including transactions effected for their own accounts
      as
      well as transactions effected for accounts under employee benefit plans and
      transactions by family members that are attributed to directors and executive
      officers. These procedures apply to any transactions effected by a director
      or
      executive officer, by any broker or plan administrator effecting transactions
      in
      Company securities for the account of a director or executive officer, and
      by
      family members or trusts that hold, purchase or sell Company securities that
      is
      attributed to directors and executive officers under the SEC’s “beneficial
      ownership” rules. Directors and executive officers should insure than their
      immediate family members are aware of these rules. Questions concerning
“beneficial ownership” should be referred to the Chief Financial
      Officer.




As
      described below, virtually all transactions in Company securities must be
      reported within two business days on Form 4. There are a few exceptions to
      the
      reporting requirements that remain. These include:




·
            Purchases
                by payroll deductions under 401(k) plans and transactions under Section
                423 employee stock purchase plans;




·
            Forfeiture
                or expiration of stock options or restricted
                stock;




·
            Stock
                splits, stock dividends and distributions of stock purchase
                rights;




·
            Transfers
                pursuant to divorce decrees and domestic relations
                orders;




·
            Transactions
                following termination of insider status, if the insider has not effected
                a
                matchable transaction during the previous six months while still
                an
                insider; and




·
            Transactions
                effected in a fiduciary capacity as a guardian, executor or receiver,
                during the twelve months following the insider’s appointment to such
                position.




However,
      these exemptions are limited, highly technical and subject to change. All
      directors and executive officers are urged to discuss with the Chief Financial
      Officer even transactions that may be exempt as described above. The obligation
      to report changes in beneficial ownership on Form 4 may continue for six months
      after an individual ceases to be a director or executive officer.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                7****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**Initial
      Reports - Form 3**




Initial
      reports by new directors and executive officers are filed on SEC Form 3. These
      forms must be filed within 10 calendar days after becoming a director or
      executive officer.




**Transaction
      Reports - Form 4**




Subsequent
      reports of changes in ownership (including changes resulting from option
      exercises) are generally filed on SEC Form 4. Form 4 must be filed even if,
      as a
      result of balancing purchases, sales and option exercises, there has been no
      net
      change in holdings. Transactions that are subject to the two-business-day
      reporting requirement include the following:




·
            Stock
                option exercises;




·
            Grants
                of stock options, restricted stock and other equity interests under
                option
                or compensation plans, including
                repricings;




·
            Open
                market purchases and sales of Company
                securities;




·
            Transactions
                in Company securities with the Company itself;
                and




·
            Participant-directed
                transactions under employee benefit plans, such as 401(k) plans or
                SERPs,
                involving movement of funds into or out of Company
                securities.




SEC
      rules
      provide limited relief from the two-business-day Form 4 deadline for the
      following transactions, by keying on the date notice of the transaction is
      given
      to the reporting person rather than the transaction execution date:




·
            Transactions
                pursuant to arrangements to satisfy the affirmative defense conditions
                of
                Rule 10b5-1(c), where the reporting person does not select the date
                of
                execution; and




·
            Discretionary
                transactions (i.e., participant-directed transactions) pursuant to
                employee benefit plans where the reporting person does not select
                the date
                of execution.




The
      transaction date for these two types of transactions is the date the plan
      administrator notifies the reporting person of the date of execution, but not
      later than three business days after the execution date. The deadline for
      delayed reporting is no more than five business days, which consists of the
      maximum three-business-day notice period plus the two-business-day reporting
      period.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                8****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**Annual
      Reports - Form 5**




With
      the
      changes under the Sarbanes-Oxley Act, the use of SEC Form 5, for annual
      reporting of certain types of transactions, is very limited, essentially to
      acquisitions or dispositions of shares through gift or inheritance as well
      as
      transactions under qualifying dividend reinvestment plans sponsored by brokers.
      Form 5 continues to be due within 45 days after the end of the Company’s
      fiscal year.




**Proxy
      Statement Disclosure of Delinquent Reports**




You
      should be aware that the Company will continue to be required to report each
      late or delinquent Section 16 filing in a separate section of its proxy
      statement. Moreover, the SEC will have authority to bring enforcement actions
      against executive officers and directors who do not file reports under Section
      16 on a timely basis.




**Company
      Assistance**




Although
      reporting persons are personally responsible for complying with the Section
      16
      reporting rules, the Company will assist directors and executive officers with
      their filings. Given the two-business-day deadline for filing, it is essential
      that all directors and executive officers who effect transactions in Company
      securities report such transactions immediately to the Chief Financial Officer
      so the necessary filings can be made.




In
      order
      to make it easier for the Company to assist you in complying with the Section
      16
      reporting requirements, we are providing with this memorandum a “Limited Power
      of Attorney for Section 16 Reporting Obligations.” This power of attorney would
      authorize the Company to make filings on your behalf as required under Section
      16. We recommend that you sign the limited power of attorney and return it
      to
      the Company as soon as possible.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                9****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**RECOVERY
      OF “SHORT SWING” PROFITS AND OTHER RESTRICTIONS ON SALES BY DIRECTORS AND
      EXECUTIVE OFFICERS**





**Recovery
      of Short-Swing Profits**




Under
      Section 16(b) of the Exchange Act, any profits realized by a director or
      executive officer from any non-exempt purchase and sale, or any non-exempt sale and purchase, of any equity security of the Company within
      a
      period of less than six months are required to be paid to the Company. The
      terms
“purchase” and “sale” are construed broadly for purposes of Section 16(b) and
      under some circumstances may include innocent transactions such as gifts, as
      well as transactions by members of the immediate families and households of
      directors and executive officers. Where there are multiple short-swing
      transactions, sales and purchases are matched to give the greatest possible
      recovery. Although most transactions between a director or executive officer
      and
      the Company, such as option grants and exercises and 401(k) plan purchases,
      are
      exempt from short-swing profit recovery, each case must be examined carefully
      to
      ensure that it falls within an appropriate exemption. Directors and executive
      officers should consult with the Chief Financial Officer prior to engaging
      in
      any transaction in Company securities to determine if an exemption from Section
      16(b) short-swing profit liability is available. If the Company does not attempt
      to make a recovery of prohibited short-swing profits, any stockholder of the
      Company may bring suit on the Company’s behalf, and there are a number of
      lawyers who regularly monitor filings under Section 16(a) to detect potential
      short-swing profit violations.




**Sales
      of Company Securities by “Affiliates” - SEC Rule 144**




Any
      sales
      or other dispositions of Company securities by persons who are “affiliates” of
      the Company must be made pursuant to a registration statement filed with the
      SEC
      or in a manner consistent with an exemption such as that provided under SEC
      Rule
      144. “Affiliates” are defined as persons controlling, controlled by or under
      common control with the Company, and “control” is defined as the possession of
      the power to direct or cause the direction of the Company’s management and
      policies. The Company believes that all directors and executive officers should
      consider themselves “affiliates” of the Company for this purpose and comply with
      the restrictions of Rule 144 when selling Company securities. Accordingly,
      all
      directors and executive officers should seek guidance from the Chief Financial
      Officer in connection with sales or other dispositions of Company
      securities.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page10****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**LIMITED
      POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS**




Know
      all
      by these presents, that the undersigned hereby makes, constitutes and appoints
      each of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, each acting individually,
      as the undersigned’s true and lawful attorney-in-fact, with full power and
      authority as hereinafter described on behalf of and in the name, place and
      stead
      of the undersigned to:




(1)  prepare,
      execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any
      amendments thereto) with respect to the securities of Fortress International
      Group, Inc., a Delaware corporation (the “ Company ”),
      with
      the United States Securities and Exchange Commission, any national securities
      exchanges or automated trading systems, and the Company, as considered necessary
      or advisable under Section 16(a) of the Securities Exchange Act of 1934 and
      the rules and regulations promulgated thereunder, as amended from time to time
      (the “ Exchange
      Act ”);




(2)  seek
      or
      obtain, as the undersigned’s representative and on the undersigned’s behalf,
      information on transactions in the Company’s securities from any third party,
      including brokers, employee benefit plan administrators and trustees, and the
      undersigned hereby authorizes any such person to release any such information
      to
      the undersigned and approves and ratifies any such release of information;
      and




(3)  perform
      any and all other acts which in the discretion of such attorney-in-fact are
      necessary or desirable for and on behalf of the undersigned in connection with
      the foregoing.




The
      undersigned acknowledges that:




(1)  this
      Power of Attorney authorizes, but does not require, each such attorney-in-fact
      to act in their discretion on information provided to such attorney-in-fact
      without independent verification of such information;




(2)  any
      documents prepared and/or executed by either such attorney-in-fact on behalf
      of
      the undersigned pursuant to this Power of Attorney will be in such form and
      will
      contain such information and disclosure as such attorney-in-fact, in his or
      her
      discretion, deems necessary or desirable;




(3)  neither
      the Company nor either of such attorneys-in-fact assumes (i) any liability
      for
      the undersigned’s responsibility to comply with the requirement of the Exchange
      Act, (ii) any liability of the undersigned for any failure to comply with such
      requirements, or (iii) any obligation or liability of the undersigned for profit
      disgorgement under Section 16(b) of the Exchange Act; and









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                11****Appendix
                C****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




(4)  this
      Power of Attorney does not relieve the undersigned from responsibility for
      compliance with the undersigned’s obligations under the Exchange Act, including,
      without limitation, the reporting requirements under Section 16 of the Exchange
      Act.




The
      undersigned hereby gives and grants each of the foregoing attorneys-in-fact
      full
      power and authority to do and perform all and every act and thing whatsoever
      requisite, necessary or appropriate to be done in and about the foregoing
      matters as fully to all intents and purposes as the undersigned might or could
      do if present, hereby ratifying all that each such attorney-in-fact of, for
      and
      on behalf of the undersigned, shall lawfully do or cause to be done by virtue
      of
      this Limited Power of Attorney.




This
      Power of Attorney shall remain in full force and effect until revoked by the
      undersigned in a signed writing delivered to each such
      attorney-in-fact.




IN
      WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
      executed as of this ______________ day of ___________ __, 2007.






SignaturePrint
              Name











**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                1****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**CORPORATE
      COMMUNICATIONS**





**Introduction**





As
      a
      public company, Fortress International Group, Inc. (“Fortress International
      Group” and/or “Company”) has an obligation to ensure that all communications of
      material information are timely, factual, accurate, transparent, consistent
      and
      credible, and in compliance with the applicable legal requirements of the
      various regulatory agencies which the Company is subject to including, without
      limitation, the requirements of the SEC, the NASDAQ stock market, and the
      applicable securities laws of the United States. It
      is
      imperative that communication be consistent in good times and bad, that
      selective disclosure is avoided at all times and that all parties in the
      investment community have fair access to information. The goal of this Corporate
      Communications policy is to make
      all
      required disclosures on a broadly disseminated basis as defined by SEC
      Regulation Fair Disclosure (“Reg FD”) and by Regulation G - Conditions for Use
      of Non-GAAP Financial Measures (“Reg G”), as well as by NASDAQ-listed company
      disclosure requirements.





Failure
      to fulfill this obligation may result in significant liability for Fortress
      International Group, and, in some instances, certain directors, officers,
      employees and independent contractors. This policy statement has been adopted
      to
      satisfy the Company’s obligations in this regard. For purposes of this policy
      statement, material information includes any information that a reasonable
      investor would consider important in making a decision to buy, sell or hold
      securities. Nonpublic information includes information which has not been
      broadly disclosed to the marketplace (such as by a Fortress International Group
      press release, earnings call or SEC filing).





**Statement
      of Policy**





Fortress
      International Group’s policy, which is applicable to all directors, officers,
      employees and independent contractors (collectively, “Individuals”) of the
      Company and its subsidiaries, mandates that the foregoing Individuals shall
      not
      disclose internal matters or developments which relate in any way to material,
      nonpublic information with any person not affiliated with the Company
      (including, without limitation, family members, relatives and friends) except
      as
      required in the performance of such individual’s duties and in accordance with
      this policy statement.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                2****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


This
      policy includes disclosures
      in SEC-filed documents, statements made in the Company ’ s
      annual
      and quarterly reports, news and earnings releases, communication between the
      Company and analysts, investors and the news media, senior management speeches
      and presentations and information contained on the Company ’ s
      Web
      site and intranet, and includes
      discussion of material, nonpublic information in public or quasi-public areas
      where conversations may be overheard. Further, no Individual may participate
      in,
      host or link to internet chat rooms, bulletin boards or other similar media
      which discuss Fortress International Group in any fashion, with the exception
      of
      linking as required in the performance of such individual’s duties and in
      accordance with this policy statement.





Nothing
      in this policy should be construed as prohibiting an Individual from complying
      with local, state and federal laws and regulations, including those dealing
      with
      reporting emergencies, to appropriate non-company agencies.





**Authorized
      Spokespersons**





Those
      designated in Reg FD as “covered persons” are senior management, members of the
      Board of Directors, investor relations professionals and others who regularly
      interact with securities market professionals, security holders and the news
      media. Unless otherwise approved by the Board of Directors, the only persons
      authorized to discuss Fortress International Group matters with the news media,
      investment community (e.g. “sell-side” research analysts, “buy-side” analysts
      and portfolio managers, and investment bankers) or industry analysts are as
      follows: the Chairman of the Board, the Chief Executive Officer, the Chief
      Operating Officer, the Chief Financial Officer, the Senior Vice President of
      Marketing, the General Counsel and the Director of Investor Relations, or their
      designees (each an “Authorized Spokesperson”).





Individuals,
      other than those authorized to speak on behalf of the Company, are hereby
      instructed not to respond, under any circumstances, to inquiries from the news
      media, investment community or industry analysts unless specifically authorized
      to do so by an Authorized Spokesperson. This will help to ensure consistent
      disclosure and avoidance of selective disclosure. Individuals who receive such
      inquiries either directly or indirectly must refer inquirer to the appropriate
      Authorized Spokesperson identified below in this document.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                3****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007** **Material
      Information**





It
      is
      impossible to provide a complete definition of what constitutes “material”
(Company) information. Under the federal securities laws, information is
      material if its disclosure is likely to have an impact on the price of a
      security, or if reasonable investors would want to know the information before
      making an investment decision. In other words, information is material if it
      would altar significantly the total mix of information available regarding
      the
      security. Both positive and negative information can be material, as well as
      information that forecasts whether an event may or may not occur. Any questions
      concerning the materiality of particular information should be resolved in
      favor
      of materiality. Examples of material information about the Company include,
      but
      are not limited to:


·
            Announcements
                of earnings or losses;


·
            An
                actual change in earnings or in forecasted earnings that is higher
                or
                lower than the forecast;


·
            The
                launch of a new product or
                business;


·
            A
                pending or prospective merger, acquisition or tender
                offer;


·
            The
                sale of significant assets, or a significant
                subsidiary;


·
            The
                gain or loss of a substantial customer or supplier;
                and


·
            Major
                changes in senior management.





**Disclosure
      of Material Nonpublic Information**





Except
      in
      accordance with the procedures set forth in this policy statement, Individuals
      may not discuss or otherwise disclose material, nonpublic information with
      any
      person outside of the Company. Except as otherwise may be set forth herein
      and
      subject to the detailed provisions below regarding the disclosure of earnings
      information, all material, nonpublic information pertaining to Fortress
      International Group should initially be disclosed as follows: (i) by means
      of a
      widely disseminated press release; (ii) by the filing of a material change
      report (e.g. 8-k) or other like form with the applicable securities regulators;
      (iii) by another method reasonably expected to effect a broad and
      non-exclusionary distribution of information to the public; or (iv) pursuant
      to
      a confidentiality agreement executed by the intended recipient of the
      information (please see Signatory Policy for guidance in regard to
      confidentiality agreements).





“Selective
      disclosure” is the disclosure of material, nonpublic information to any
      individual or group prior to the broad public dissemination of that information.
      It is against the law and Company policy to selectively disclose material,
      nonpublic information to people or groups outside of the Company at any time,
      unless those people or groups are covered by confidentiality or nondisclosure
      agreements.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                4****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**Policy
      on News Releases**





A
      news
      release will be issued on new material developments, unless the Disclosure
      Committee determines that such developments should remain confidential for
      the
      time being and appropriate control of that insider information is instituted
      along with ensuring that insider trading on such information is prohibited.
      All
      press releases issued by or on behalf of Fortress International Group in any
      geography must be approved in advance by a majority of the Company’s Authorized
      Spokespersons.





As
      a
      NASDAQ-listed company, Fortress International Group may disclose new material
      information during a conference call that is properly announced and is fully
      accessible to all in the investing community through means of a Web cast or
      teleconference, provided the Company informs the NASDAQ’s market surveillance
      desk, during trading hours at least 10 minutes in advance of the presentation,
      of the nature of the information.





As
      a
      matter of policy, however, any new material information that is to be
      intentionally discussed or presented in any meeting, conference or conversation
      with the investment community will be preceded by the issuance of a broadly
      disseminated news release. If new material information is unintentionally
      disclosed in such a meeting or discussion with a member or members of the
      investment community, the Company will promptly (within 24 hours) issue a news
      release containing that information and will post that information on its Web
      site. The Director of Investor Relations will accompany senior management in
      any
      meetings or discussions with the investment community in order to, as a minimum,
      monitor the conversation for any unintentional disclosure of new material
      information and to facilitate getting that information released promptly.





**News
      Media**





While
      the
      news media are not covered under Reg FD, Fortress
      International Group’s policy
      is that the news media will receive new material information at the same time
      the investment community and the public receive it. Therefore, the Company
      and
      its Individuals will not engage in providing exclusive stories to the media
      of
      upcoming material events that have not been publicly announced.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                5****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**Disclosure
      of Quarterly Earnings Information**





Fortress
      International Group's quarterly earnings information shall be disclosed as
      set
      forth herein.





First,
      a
      press release containing a discussion of Fortress International Group’s
      quarterly earnings results shall be submitted to the appropriate newswire
      services for dissemination to the public. All such press releases shall be
      approved by the Audit Committee and each Authorized Spokesperson. Such press
      releases shall also be sent in advance to the Company Board of Directors as
      well
      as to Fortress International Group’s independent auditors and outside legal
      representation for review.





Second,
      advance notice of the date, time and connection instructions for the quarterly
      earnings conference call will be included in a press release disseminated at
      least 24 hours prior to the time of such call.





Third,
      the quarterly earnings calls shall be broadcast live on a medium that will
      allow
      the public, without charge, to listen to the call. In addition, a replay of
      the
      call to be publicly available, via phone for a period of not less than two
      weeks
      after the live event, and via the Internet for a period of not less than one
      year after the live event.





Assuming
      that the foregoing provisions have been complied with, the contents of the
      quarterly press release may be freely discussed on the quarterly earnings call.
      No Individual may discuss earnings or other financial information with anyone
      outside of Fortress International Group except in accordance with this
      policy.





In
      compliance with Reg G and Section 409 of the Sarbanes-Oxley Act of 2002, an
      earnings release will be furnished on a Form 8-K within four business days
      from
      its release. However, under normal circumstances, the Company will attempt
      to
      furnish its earnings release on Form 8-K prior to the earnings conference call
      to avoid, under the 48-hour exemption rule, having to furnish a transcript
      of
      the conference call on Form 8-K should new material and/or non-GAAP information
      be discussed during the call. The Company, however, will post that information
      promptly on its Web site.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                6****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


The
      Company will reconcile non-GAAP information to GAAP equivalent information
      in
      the earnings release and will promptly post that information on its Web site,
      in
      accordance with Reg G requirements. Since
      the
      Company normally discusses non-GAAP information in the associated conference
      call, the release will also provide the location on the Company ’ s
      Web
      site where the required reconciled information will be available.





**Conduct
      of Conference Calls**





Fortress
      International Group makes a
      practice of holding open, publicly accessible conference calls to discuss
      quarterly financial results and other significant events that arise in the
      course of its business. The Company will issue a news release at least 24 hours
      in advance announcing the date, time and connection instructions. The Company
      will use its “ push
      technology ” to
      notify
      investors who have requested to be informed of upcoming conference calls.
      Analysts and professional investors will have teleconference access to the
      call
      so they may participate in the question-and-answer part of the call. The Company
      will attempt to respond to as many questions as possible as time may allow.
      All
      others may listen to the call via the Internet on the Company ’ s
      Web
      site.





Audio
      and
      written transcripts of the call will be available on the Company ’ s
      Web
      site for a period of not less than one year. All transcripts are to be
      considered time-dated material and not a current representation of Company
      views
      or forecasts.





**Investment
      Community Meetings**





Fortress
      International Group makes a
      practice of communicating with the investment community, to allow for a better
      understanding of the strategies, fundamentals and financials of the Company,
      as
      well as to give analysts and investors the opportunity to personally meet and
      assess management. This communication takes the form of phone conversations,
      one-on-one meetings and group meetings with the Director of Investor Relations
      alone or with members of the senior management team, whether at Company offices
      or “on the road”. The Company also participates in a number of both self-hosted
      and analyst-hosted conferences and other meetings. The Director of Investor
      Relations will be present at all such meetings held with the investment
      community. In the case of analyst-hosted conferences not attended by senior
      management, the Director of Investor Relations will be accompanied by an
      appropriate designee of the General Counsel or Chief Financial
      Officer.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                7****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


The
      Company will not selectively disclose material, nonpublic information in these
      meetings. In the case of conferences or Company-hosted presentations, a prior
      public announcement will be made of the event and every effort will be made
      to
      Web cast the presentation.





The
      Company will provide fair access to senior management within the limits of
      its
      time and resources. All members of the investment community will at least have
      access to the Director of Investor Relations. Requests for meetings will be
      met
      as schedules permit and may be determined by such criteria as the number of
      shares an investor holds in Fortress
      International Group securities, an analyst ’ s
      or
      investor ’ s
      knowledge of the Company and the industry, and how often the analyst or investor
      has met with senior management. Under no circumstances will access be denied
      to
      senior management on the basis of a negative recommendation on the
      Company ’ s
      stock
      or a decision to sell the Company ’ s
      stock.





**Forward-Looking
      Information/Earnings Guidance**





Should
      the Company determine it is in its best interests to disclose forward-looking
      information or financial projections, the
      Company will use the safe harbor as prescribed in the 1995 Private Securities
      Litigation Reform Act. The
      following guidelines shall be observed: (i) the information will be broadly
      disseminated via a press release or other like method; (ii) the information
      will
      be clearly identified as forward-looking; (iii) all material assumptions
      utilized in the preparation of the forward-looking statement will be identified;
      (iv) the information will be accompanied by the Company’s then current
      forward-looking statement disclaimer with a reference to its risk factor
      disclosure; (v) the forward-looking statement will be accompanied by a statement
      that disclaims the Company’s intention or obligation to update or revise the
      forward-looking statement, whether as a result of new information, future events
      or otherwise.





The
      Company will attempt to provide, usually in its earnings release, a reasonable
      range of revenue and earnings estimates, along with underlying assumptions,
      for
      the forthcoming quarter and year. It is the Company ’ s
      policy
      to update, in the form of a widely-disseminated press release, the range of
      estimates should it become likely that the range will change materially. The
      Company may not selectively confirm its earlier guidance as time progresses,
      but
      it may refer back to any previous guidance and the date issued (except when
      in a
“quiet period” as described below).





The
      Company will not comment on an analyst ’ s
      estimate(s) in relation to the Company ’ s
      range
      of estimates except to refer the analyst to what the Company has stated
      publicly. In the case of an analyst whose estimate is well above or below the
      range of current analysts ’ estimates,
      the Director of Investor Relations may call the analyst and simply suggest
      that
      he or she look at what the Company has publicly released, but not go beyond
      that
      in terms of questioning the analyst ’ s
      assumptions, etc.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                8****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


The
      Company will also provide other forms of guidance that may aid analysts and
      investors in making their own estimates or in making an investment decision.
      Such guidance may include:


·
            Qualitative
                statements about market conditions;


·
            Trend
                information that may affect the business of the
                Company;


·
            Industry-specific
                information;


·
            Qualitative
                statements about high-level measures such as revenues, customers,
                etc.;


·
            Estimates
                or forecasts of factors that may drive earnings (but not all factors
                that
                might be in the company’s
                internal financial forecasts); and


·
            Qualitative
                information on business measures or
                assumptions.





**Quiet
      Period**





In
      advance of an earnings release, Fortress
      International Group will
      observe a partial “quiet period” with respect to communication with the
      investment community, commencing after the end of the last day of the quarter.
      During this partial quiet period, the company may choose to participate in
      investor phone calls, off-site meetings or conferences, but will not discuss
      current operations or results of the business and will not comment on any
      previously-issued forward-looking guidance. On-site meetings will not be
      conducted. Commencing two weeks prior to the expected earnings release, the
      Company will observe a complete quiet period and cease all communication. The
      quiet period(s) end when the earnings are publicly released.





**General
      Industry Communications, Rumors/Leaks**





This
      policy recognizes that Fortress International Group communicates on a regular
      basis in its ordinary course of business with customers, partners, vendors
      and
      other third parties through a variety of means. These communications are not
      subject to this policy statement except in circumstances where: (i) the
      communication is disseminated through a medium which reaches or could reasonably
      be expected to reach analysts or other members of the investment community
      in
      general; or (ii) where such communications involve the dissemination of
      material, nonpublic information, in which case, if such dissemination is
      absolutely necessary to conducting business, an appropriate non-disclosure
      agreement shall be executed as noted above. Any individual seeking the
      dissemination of the communication should obtain the prior approval of an
      Authorized Spokesperson in the event of any doubt concerning the applicability
      of these policies.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                9****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


If
      any
      Individual is contacted by anyone in the investment community, all such
      inquiries should be referred to the Director of Investor Relations. If any
      Individual is contacted by an industry analyst or news media representative,
      all
      such inquiries should be referred to the Senior Vice President of Marketing.
      If
      any Individual is contacted by a governmental representative, an attorney or
      other legal representative regarding any legal matter, such matters shall be
      referred to the General Counsel.





Authorized
      Spokespersons shall not comment on any market rumors, leaks or other similar
      information without first obtaining the appropriate legal advice. In the absence
      of any such legal advice, such Authorized Spokesperson shall provide “no
      comment” to the rumor, leak or similar information. Should the NASDAQ request
      the Company to make a definitive public statement in response to a market rumor
      that is causing significant volatility in the stock, the disclosure committee
      will consider the matter and make a recommendation to the Chief Executive
      Officer on whether to make an exception to this policy. Rumors about the Company
      that are posted in Internet chat rooms are covered by this policy. Individuals
      should not respond to such rumors found in Internet chat rooms, and all rumors
      should be referred to the designated Authorized Spokesperson for appropriate
      action.





If
      any
      Individual becomes aware of an inadvertent or unauthorized disclosure of
      material, nonpublic information about Fortress International Group, such
      individual shall immediately contact the General Counsel. Upon being contacted
      under such circumstances, the General Counsel shall consult with the Director
      of
      Investor Relations and other persons as necessary, to determine the need for
      disclosure of the information and develop an appropriate disclosure plan, if
      applicable.





**Securities
      Analysts - Research Reports**





The
      Director of Investor Relations may review, upon request, drafts of research
      analysts’ models or reports (the analyst, under the conflict of interest rules
      in Sarbanes-Oxley Act of 2002, will not provide the recommendation or price
      target for the Company’s stock). Any comments to such documents shall be limited
      to those portions of the model or report that constitute statements of
      historical fact or a factual description of Fortress International Group’s
      business. The Director of Investor Relations may correct material factual errors
      in such models or reports, provided that the factual information has already
      been broadly disseminated to the public. In no event shall the Director of
      Investor Relations comment on, confirm, deny or guide any forward-looking
      statements or financial projections contained in such models or
      reports.









**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                10****Appendix
                D****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


Fortress
      International Group shall not provide such analyst reports or models through
      any
      means to any person outside of the Company. Instead, the Company will post
      on
      the investor relations section of its Web site the names and firms of analysts
      who are currently covering the Company.





**Industry
      Analysts - Research Reports**





The
      Senior Vice President of Marketing may review, upon request, industry analysts’
reports. Any comments to such documents shall be limited to those portions
      of
      the report that constitute statements of historical fact or a factual
      description of Fortress International Group’s business. The Senior Vice
      President of Marketing may correct factual errors in such reports, provided
      that
      the factual information has already been broadly disseminated to the public.
      Fortress International Group shall not provide such analyst reports through
      any
      means to any person outside of the Company.





**Regulatory
      Filings**





All
      electronic and other regulatory filings made by or on behalf of (Company),
      including, without limitation, all periodic and other filings required by
      applicable securities laws and regulations, shall be prepared by and be the
      responsibility of the Office of the Chief Financial Officer. All such filings
      shall be reviewed by the General Counsel and the Director of Investor Relations
      and, to the extent necessary under applicable law and regulations, the Chief
      Executive Officer and the Board of Directors.





**Questions**





All
      questions relating to Fortress International Group’s policy set forth herein
      should be referred to the Company’s outside Law Firm.










**Fortress
                International Group, Inc.**totalsitesolutions**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                1****Appendix
                E****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**WHISTLEBLOWER
      POLICY**


**Purpose**
 
 Section
        301 of the Sarbanes-Oxley Act of 2002, requires the Audit Committee (the
        "Audit Committee " ) of
        the
        Board of Directors of Fortress International Group, Inc. ("Fortress" or " Company " ) to
        establish procedures for: (a) the receipt, retention, and treatment of
        complaints received by the Company regarding accounting, internal accounting
        controls, or auditing matters; and (b) the submission by employees, officers,
        directors and others acting on behalf of the Company (a "Covered Person")
        and
        others, on a confidential and anonymous basis, of good faith concerns regarding
        questionable accounting or auditing matters. It is the policy of Fortress
        to
        comply with all applicable legal and regulatory requirements relating to
        accounting, internal accounting controls and auditing matters and to require
        its
        Covered Persons to do likewise.
 
 **REPORTING
        ALLEGED ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING VIOLATIONS
        OR
        CONCERNS**
 
 If any
        person, believes
        that the Company or any Covered Person has, or might have, violated any
        accounting rules, internal accounting controls procedures or auditing rules,
        then such person should report the alleged violation or complaint to the
        Chairperson (the "Chairperson") of the Audit Committee (such report, the
        "Statement").
 
 Statements
        must be sufficiently detailed and inclusive to ensure a clear understanding
        by
        the Audit Committee of the issues raised. Statements (except for Statements
        received from persons other than a Covered Person) may be submitted anonymously.
        Statements should be candid and set forth all of the information that a Covered
        Person knows regarding the allegation or concern. The Company may not commence
        an investigation if a Statement contains only unspecified wrongdoing or broad
        allegations without appropriate informational support. Any Covered Person
        wishing to discuss a Statement or further communicate with the Audit Committee
        regarding a Statement should leave his or her personal contact information
        for
        the Audit Committee. Statements may be submitted to the
        Audit Committee as follows:
 
 1.  Mail.
        A
        Statement may be submitted to
        the
        Audit Committee in
        writing by mailing to the following address, an envelope labeled with a legend
        such as: "Submitted Pursuant to the Whistleblower Policy":
 
 John
        Morton
 Audit
        Committee
 Fortress
        International Group, Inc.
 7226
        Lee
        DeForest Drive
 Suite
        104
 Columbia,
        MD 21046
  
  **Fortress
                  International Group, Inc.**totalsitesolutions**SUBJECT:**
              **Code
                  of Ethics and Business Conduct Standards**
              **Page
                  2****Appendix
                  E****Effective
                  Date:**
              **September
                  2007**
              **Adopted
                  September 2007**
  2.  Email. A Statement
        may be submitted in an email message to the
        Audit Committee, at jlm39@comcast.net. Be advised that sending a message
        from
        your business computer may not necessarily protect your anonymity. Use of
        a
        non-identifiable email address such as
        a yahoo or hotmail address is the most confidential way to send a
        Statement.
 
 3.  Internet.
        To send a Statement directly to the Audit Committee via the internet, go
        to this
        website address: https://www.(TBD-EthicsPoint Website). Be advised that to
        use
        this system with complete anonymity, you should send this message from an
        unidentifiable location such as a public library terminal.
 
 4.  Voice
        Mail . Call
        1- 888-279-5279 ( through
        EthicsPoint) to leave a message with the Audit Committee. Be advised that
        leaving a message on this voice mail system may not necessarily protect your
        anonymity. For a completely anonymous submission of a Statement, please use
        the
        Internet interface.
 
 **INVESTIGATION
        OF ALLEGED ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING VIOLATIONS
        OR
        CONCERNS**
 
 Upon
        receipt of a Statement, the Audit Committee will consider each matter reported
        to it and, as appropriate, investigate the Statement and take any necessary
        and
        appropriate corrective and disciplinary actions.
 
 The
        Chairperson will determine who should lead the investigation, and whether
        to use
        an independent third party. The investigator will prepare a report of findings
        and recommendations based on the results of the investigation. Copies of
        the
        report will be provided to the Audit Committee and the Chief Executive Officer
        of the Company (the "Chief Executive Officer"), the Chief Financial Officer
        of
        the Company (the "Chief Financial Officer"). If the findings indicate that
        the
        complaint has validity, the Audit Committee will determine the action required,
        which could include disciplining the responsible person(s), and/or establishing
        new processes to prevent further violations. The Chairperson will discuss
        the
        findings with the Chief Executive Officer and the Chief Financial Officer
        to
        determine whether public disclosure or disclosure to outside agencies and/or
        reporting to the full Board of Directors, is necessary or
        appropriate.
  
  **Fortress
                  International Group, Inc.**totalsitesolutions**SUBJECT:**
              **Code
                  of Ethics and Business Conduct Standards**
              **Page
                  3****Appendix
                  E****Effective
                  Date:**
              **September
                  2007**
              **Adopted
                  September 2007**
  **NO
        RETALIATION FOR SUBMITTING STATEMENTS OF ALLEGED VIOLATIONS OR
        CONCERNS**
 
 The
        Company will not retaliate, and will not knowingly permit any Covered Person
        to
        retaliate, against (i) any Covered Person who submits a Statement or (ii)
        any
        person that participates in the investigation of a Statement, pursuant to
        this
        policy even if after investigation the Company determines that no violation
        has
        occurred.
 
 **CORRECTIVE
        ACTION**
 
 It
        is the
        responsibility of the Company and each Covered Person, with the oversight
        of the
        Audit Committee, to prevent or correct noncompliance of the legal and regulatory
        requirements relating to accounting, internal accounting controls and auditing
        matters. This is the Company's legal obligation. A violation can subject
        the
        Company and Covered Persons to legal liability, regulatory investigation
        and
        adverse publicity, which can damage the Company's reputation and
        business.
 
 **RETENTION
        OF STATEMENTS BY EMPLOYEES**
 
 Any
        Statement submitted by a Covered Person will remain confidential to the fullest
        extent possible, consistent with the need to conduct an adequate review of
        such
        Statement, except as required by law or upon the advice of the Company's
        legal
        counsel. In addition, all written Statements, along with the results of any
        investigations relating thereto, will be retained by the Company for a minimum
        of five (5) years.
 
 **VIOLATION
        OF THIS POLICY**
 
 All
        Covered Persons should follow the procedures outlined herein before any Covered
        Person reports possible violations or concerns to any news medium, government
        agency or similar body. The Company considers it important that it have the
        opportunity to investigate and remedy any possible violations or concerns
        reported by a Covered Person and accordingly is relying on each Covered Person
        to ensure that the Company has an opportunity to undertake such an
        investigation.


**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                1****Appendix
                F****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**


**EQUAL
      EMPLOYMENT OPPORTUNITY**





**Non-Discrimination
      Policy**




The
      Company has a policy of non-discrimination, and is fully committed to the
      principles of equality in employment and opportunity for all employees. All
      employees are expected to adhere to these principles. All personnel actions,
      including but not limited to recruitment and hiring, working conditions,
      benefits and compensation, training, performance appraisals, promotion,
      discipline, and termination are administered without regard to race, color,
      religion, sex, national origin, age, citizenship, marital status, sexual
      orientation, genetic characteristics, physical or mental disability, provided
      the employee is able to perform the essential functions of his/her position
      with
      or without a reasonable accommodation, or any other status protected under
      applicable federal, state or local law or regulation.




**Employees
      With Disabilities**




Equal
      employment opportunity for disabled persons is the policy of the Company, not
      only because it is required by law, but also because it is fair, and it helps
      the Company attract and retain good employees. Therefore, we are committed
      to
      take action to employ and advance in employment, qualified disabled individuals.
      We will also strive to remove barriers to employment, whether physical, social,
      or arising from misconceptions concerning the abilities of disabled persons.
      This commitment includes making reasonable accommodations that allow disabled
      employees to perform at their maximum potential. We encourage employees to
      identify themselves voluntarily as disabled if they have any work restrictions
      or need for accommodations. No discrimination will be allowed against those
      qualified employees who identify their disabilities. Instead, the information
      given will be used to consider, and if appropriate, implement reasonable work
      accommodations.





**UNLAWFUL
      HARASSMENT POLICY**




The
      Company is committed to maintaining a work environment that is free from
      unlawful harassment. In keeping with this commitment, we will not tolerate
      harassment of employees by anyone, including any co-worker, Manager, vendor,
      customer or other person who comes into contact with our employees while on
      the
      job.




Harassment
      consists of unwelcome conduct, whether verbal, physical, or visual, that is
      based upon a person’s sex, color, race, religion, national origin, age, sexual
      orientation, genetic characteristics, citizenship, marital status, physical
      or
      mental disability, or any other characteristic protected under applicable
      federal, state or local law or regulation. We will not tolerate harassment
      that
      affects job benefits, interferes with an individual’s work performance, or
      creates an intimidating, hostile or offensive working environment.









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                2****Appendix
                F****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**SEXUAL
      HARASSMENT**





Sexual
      harassment deserves special mention. Unwelcome sexual advances, requests for
      sexual favors, and other physical, verbal or visual conduct based on sex
      constitutes sexual harassment when (1) submission to the conduct is an
      explicit or implicit term or condition of employment, (2) submission to or
      rejection of the conduct is used as the basis for an employment decision, or
      (3) the conduct has the purpose or effect of unreasonably interfering with
      an individual’s work performance or creating an intimidating, hostile or
      offensive working environment. Sexual harassment may include, but is not limited
      to: explicit sexual discussions; sexually suggestive comments; sexually-oriented
      “kidding” or “teasing;” “practical jokes;” jokes about gender-specific sexual
      traits; foul or obscene language or gestures; displays of foul or obscene
      printed or visual material; sexual flirtations, advances or propositions; verbal
      commentaries about an individual’s body characteristics; sexually degrading
      words used to describe individuals; use of sexually-oriented or degrading
      gestures or other non-verbal communications; or intentional physical contact,
      such as patting, pinching or brushing against another’s body.





Employees
      are responsible for respecting the rights of co-workers .









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                3****Appendix
                F****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




**REQUIRED
      PROCEDURE FOR REPORTING AND HANDLING CLAIM OF UNLAWFUL HARASSMENT OR ANY OTHER
      TYPE OF DISCRIMINATION, COERCION OR OTHER UNLAWFUL OR UNFAIR
      TREATMENT**





Discovering
      any inappropriate behavior occurring in the workplace, preventing future
      inappropriate behavior by its employees, and mitigating the consequences of
      such
      behavior in connection with aggrieved employees is extremely important to the
      Company. Therefore, you must follow the procedures described below if you are
      the object of or witness any inappropriate behavior during your employment
      with
      the Company.





You
      must
      adhere to the following procedures for handling a complaint concerning
      harassment or discrimination:





1.  All
      harassment and discrimination complaints must be reported as soon as possible.
      You should report the complaint to the Chief Administrative Officer of the
      Company. However, if you are uncomfortable with reporting your complaint to
      the
      Chief Administrative Officer, you may report your complaint to any officer
      of
      the Company, including the President.




2.  All
      harassment and discrimination complaints will be thoroughly investigated by
      the
      Chief Administrative Officer. If you believe the Chief Administrative Officer
      cannot or will not resolve your complaint in an objective manner, you may
      request that your complaint be investigated by another officer of the Company.
      The Company shall select the individual to investigate the complaint.
      Confidentiality will be maintained to the extent possible, consistent with
      conducting a thorough and fair investigation. However, please note that the
      Company cannot guarantee confidentiality. The Company and its employees,
      officers, directors, and other professionals engaged in investigating the
      complaint will use the appropriate amount of discretion to protect your right
      to
      privacy in the matter, but will have no liability for any private matter
      disclosed as a reasonable consequence of conducting a thorough investigation
      that is fair to all parties. In determining whether alleged conduct is unlawful
      discrimination and/or harassment, the totality of the circumstances, the nature
      of the discrimination and/or harassment, and the context in which the alleged
      incidents occurred will be considered.









**Fortress
                International Group, Inc.**companylogo**SUBJECT:**
            **Code
                of Ethics and Business Conduct Standards**
            **Page
                4****Appendix
                F****Effective
                Date:**
            **September
                2007**
            **Adopted
                September 2007**




3.  The
      complainant and the accused will be advised of the results of the investigation.
      Either party may object in writing to the conclusion reached, and the matter
      will be referred to the Company President. The President or his designee will
      receive the results of the investigation, conduct additional fact-finding as
      s/he deems reasonable and necessary, and reach a determination, including any
      recommendations concerning the matter. The complainant and the accused will
      be
      advised of the determination and any recommendations.