**FORTRESS
      AMERICA ACQUISITION CORPORATION**


**CODE
      OF ETHICS**





**A.**  **GENERAL
      PHILOSOPHY**





The
      honesty, integrity and sound judgment of our employees, officers and directors
      is essential to the Company’s reputation and success.





This
      Code
      of Ethics:





|· | requires
              honest and ethical conduct, including proper and ethical procedures
              for
              dealing with actual or apparent conflicts of interest between personal
              and
              professional relationships;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | requires
              full, fair, accurate, timely and understandable disclosure in the periodic
              reports required to be filed by the Company with governmental
              agencies;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | requires
              compliance with applicable laws, rules and
              regulations;
|- | --------------------------------------------------------------------------------------------




|· | addresses
              potential or apparent conflicts of interest and provides guidance for
              employees, officers and directors to communicate those conflicts to
              the
              Company;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | addresses
              misuse or misapplication of the Company’s property and business
              opportunities;
|- | --------------------------------------------------------------------------------------------------------------------




|· | requires
              confidentiality and fair dealing within the Company and outside the
              Company; and
|- | ---------------------------------------------------------------------------------------------------------------------




|· | requires
              proper reporting of any illegal behavior.
|- | ----------------------------------------------------------------



**B.**  **CONFLICTS
      OF INTEREST**





A
      “conflict of interest” occurs when your private interest in any way interferes
      with the interests of the Company. You are expected to avoid all situations
      that
      might lead to a real or apparent material conflict between your self-interest
      and your duties and responsibilities as an employee, officer or director of
      the
      Company. Any position or interest, financial or otherwise, that could materially
      conflict with your performance as an employee, officer or director of the
      Company, or that affects or could reasonably be expected to affect your
      independence or judgment concerning transactions between the Company, its
      customers, suppliers or competitors or otherwise reflects negatively on the
      Company would be considered a conflict of interest.




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**C.**  **CONFIDENTIALITY**





Nonpublic
      information regarding the Company or its business, employees, customers and
      suppliers is confidential. As an employee, officer or director, you are trusted
      with confidential information. You are only to use such confidential information
      for the intended business purpose of the Company. You are not to share
      confidential information with anyone outside of the Company, including family
      and friends, or with other employees of the Company who do not need the
      information to carry out their duties.





Examples
      of confidential information may include: (i) material, non-public financial
      information regarding the Company; (ii) trade secrets, which include customer
      lists, pricing and cost information, business or technical information,
      programs, methods, techniques, compilations or other information that is
      valuable because it is not generally known; and (iii) any invention or process
      developed by an employee using the Company’s facilities or trade secrets,
      resulting from any work for the Company, or relating to the Company’s
      business.





**D.**  **BUSINESS
      OPPORTUNITIES OF THE COMPANY**





Using
      confidential information about the Company or its business, employees, officers,
      directors, customers or suppliers for personal benefit or disclosing such
      information to others outside your normal duties is prohibited.





Employees,
      officers and directors are prohibited from:





(i)
            personally
                benefiting from opportunities that are discovered through the use
                of the
                Company’s property, or through their contacts, information or position
                with the Company;





(ii)
            soliciting,
                demanding, accepting or agreeing to accept anything of value from
                any
                person in conjunction with the performance of your employment or
                duties
                for the Company; or





(iii)
            acting
                on behalf of the Company in any transaction in which you or any member
                of
                your immediate family has a significant direct or indirect financial
                interest.





**E.**  **DISCLOSURE
      AND INSIDER TRADING**





The
      Company strives to ensure that the contents of and the disclosures in the
      reports and documents filed by the Company with the SEC, as well as all public
      communications, are full, fair, accurate, timely and understandable in
      accordance with applicable disclosure standards. No employee, officer or
      director shall knowingly misrepresent, or cause others to misrepresent, facts
      about the Company, and employees, officers and directors shall review and
      analyze proposed disclosure for accuracy and completeness.




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Each
      person must promptly bring to the attention of the Chairman of the Board or
      the
      Chief Executive Officer any information regarding deficiencies in the design
      or
      operation of internal or disclosure controls related to financial
      data.





It
      is
      both unethical and illegal to buy, sell, trade or otherwise participate in
      transactions involving the Company’s securities while in possession of material
      information concerning the Company that has not been released to the general
      public, but which when released may have an impact on the market price of the
      Company’s securities. It is also unethical and illegal to buy, sell, trade or
      otherwise participate in transactions involving the securities of any other
      company while in possession of similar non-public material information
      concerning such company. Any questions concerning the propriety of effecting
      a
      transaction in the Company’s securities should be directed to Company
      counsel.





**F.**  **PROTECTION
      AND PROPER USE OF COMPANY PROPERT** Y





All
      employees, officers and directors should protect the Company’s property and
      assets and ensure their proper use. Theft, carelessness and waste can directly
      impact the Company’s profitability, reputation and success. Permitting the
      Company’s property (including data transmitted or stored electronically and
      computer resources) to be damaged, lost, or used in an unauthorized manner
      is
      strictly prohibited. Employees, officer and directors may not use official
      stationery for personal purposes.





**G.**  **COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS**





This
      Code
      of Ethics is based on the Company’s policy that all employees, officers and
      directors comply with the law. While the law prescribes a minimum standard
      of
      conduct, this Code of Ethics requires conduct that often exceeds the legal
      standard.





**H.**  **REPORTING
      OF ILLEGAL OR UNETHICAL BEHAVIOR**





The
      Company requires its employees, officers and directors to talk to supervisors,
      managers or other appropriate personnel to report and discuss any known or
      suspected criminal activity or violations of this Code involving the Company
      or
      its employees. If, during the course of your employment, you become aware of
      any
      suspicious activity or behavior, including concerns regarding questionable
      accounting or auditing matters, you should report such activity or behavior
      to a
      member of the Company’s senior management or to the Chairman of the Board of
      Directors. Reporting the activity will not subject the employee to discipline
      absent a knowingly false report. All reports will be treated confidentially
      to
      the extent possible.





Known
      or
      suspected violations of this Code of Ethics will be investigated and may result
      in disciplinary action up to and including immediate termination of employment
      from the Company.





**I.**  **ADMINISTRATION
      AND WAIVER OF CODE OF ETHICS**





This
      Code
      of Ethics shall be administered and monitored by the Board of Directors.
      Employees, officers and directors of the Company are expected to follow this
      Code of Ethics at all times. In rare circumstances, situations may arise in
      which a waiver may be appropriate. Waivers will be determined on a case-by-case
      basis by the Board of Directors with the advice of the Company counsel. Any
      waiver for directors or executive officers, and the grounds therefore, shall
      be
      promptly disclosed to shareholders.




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