PROXY
      VOTING AGREEMENT 

    (McMillen/Rockwell)
      

     

    THIS
      PROXY VOTING AGREEMENT
      (this
“Agreement”)
      is
      made effective as of June 8, 2007 (the “Effective
      Date”),
      by
      and between C. Thomas McMillen (“McMillen”),
      an
      individual and a Member of Fortress America Holdings, LLC (“Fortress”)
      and S.
      Kent Rockwell, an individual (“Rockwell”).
      

    


    RECITALS:

    


    WHEREAS,
      McMillen, Fortress and Harvey L. Weiss (“Weiss”)
      entered into that certain Operating Agreement of Fortress, effective as of
      June
      8, 2007, whereby the parties thereto set forth their agreements regarding the
      governance and operation of Fortress; and 

    


    WHEREAS,
      Fortress was formed with the purpose of serving as the managing member of
      Fortress America Acquisition Holdings, LLC, a Delaware limited liability company
      (“FAAH”);
      and

    


    WHEREAS,
      Fortress holds 23,600 FAAH Class B membership units, or one percent (1%) of
      the
      total number of FAAH membership units issued and outstanding as of the effective
      date hereof; and 

    


    WHEREAS,
      FAAH
      was formed with the purpose of investing in Fortress America Acquisition
      Corporation II (“FAAC
      II”),
      a
      blank check company organized under the laws of the State of Delaware; and
      

    


    WHEREAS,
      FAAC II
      was formed with the purpose of acquiring, through a merger, capital stock
      exchange, asset acquisition, stock purchase or other similar business
      combination, one (1) or more operating businesses in the homeland security
      industry (a “Business
      Combination”);
      and

     

    WHEREAS,
      FAAH
      has purchased insider shares (the “Founder
      Shares”)
      of
      FAAC II’s common stock, par value $0.0001 per share; and 

    


    WHEREAS,
      FAAC II
      has twenty-four (24) months from the effective date of its initial public
      offering pursuant to that certain registration statement on Form S-1 to
      consummate a Business Combination or its corporate existence will cease by
      operation of law; and

    


    WHEREAS,
      the
      Founder Shares will be placed in an escrow account and will not be transferable
      or salable (except under limited conditions) until released from escrow in
      accordance with those terms and conditions set forth in an escrow agreement,
      by
      and among FAAH, FAAC II and Continental Stock Transfer & Trust Company, as
      escrow agent (the “Founder
      Shares Escrow Agreement”);
      such
      release date shall be referred to herein as the “Escrow
      Shares Release Date”;
      and

    


    WHEREAS,
      the
      Escrow Shares Release Date shall not occur prior to one (1) year following
      the
      consummation of a Business Combination or earlier if, following the consummation
      of a Business Combination, FAAC II consummates a transaction after the Business
      Combination which results in all of the stockholders of the combined entity
      having the right to exchange their shares of FAAC II Common Stock for cash,
      securities or other property; and


    
      
         

      

      
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    WHEREAS,
      All
      FAAH members are entitled to receive Founder Shares upon the occurrence of
      a
      Founder Share Distribution (as defined below), at which time FAAH shall
      distribute, transfer and deliver the Founder Shares to its members (including,
      without limitation, to McMillen, Weiss and Fortress) in proportion to their
      respective number of membership units of FAAH owned by each FAAH member;
      and

    


    WHEREAS,
      a
“Founder
      Share Distribution”
shall
      occur upon the earlier of: (i) thirty (30) days following the effective date
      of
      a registration statement covering the Founder Shares and (ii) one hundred twenty
      (120) days following the Escrow Shares Release Date; and

    


    WHEREAS,
      FAAH
      shall distribute to all of its members (including, without limitation, to
      McMillen, Weiss and Fortress), and its members shall be entitled to receive
      from
      FAAH, the Founder Shares in accordance with the terms and conditions set forth
      in FAAH’s operating agreement and in the Founder Shares Escrow Agreement; and


    


    WHEREAS,
      McMillen is the beneficial owner of fifty percent (50%) of the membership units
      of Fortress; and

    


    WHEREAS,
      McMillen desires to grant to Rockwell, and Rockwell desires to receive from
      McMillen, an irrevocable proxy to vote fifty-one percent (51%) of his membership
      units in Fortress (the “Voting
      Units”)
      in
      accordance with the terms set forth herein below.

    


    AGREEMENT:

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound hereby, the parties
      hereto covenant and agree as follows:

    


    1. Irrevocable
      Proxy.
      By
      execution of this Agreement, McMillen does hereby appoint and constitute
      Rockwell, until the Expiration Date (as defined in Section 2 below), with full
      power of substitution and resubstitution, as McMillen’s true and lawful attorney
      and irrevocable proxy, to the full extent of the undersigned’s voting rights
      with respect to the Voting Units. McMillen
      intends this proxy to be irrevocable until the Expiration Date. 

    


    2. Expiration
      Date.
      This
      Agreement shall terminate and shall have no further force or effect upon a
      Founder Share Distribution (the “Expiration
      Date”).
      

    


    3. Amendments
      and Modifications.
      This
      Agreement may not be modified, amended, altered or supplemented except upon
      the
      execution and delivery of a written agreement executed by the parties
      hereto.

    


    4. Specific
      Performance; Injunctive Relief.
      The
      parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement was not performed in accordance with the terms
      hereof or was otherwise breached. It is accordingly agreed that the parties
      shall be entitled to specific relief hereunder, including, without limitation,
      an injunction or injunctions to prevent and enjoin breaches of the provisions
      of
      this Agreement and to enforce specifically the terms and provisions hereof,
      in
      any State or Federal court in the State of Virginia, in addition to any other
      remedy to which they may be entitled at law or in equity. Any requirements
      for
      the securing or posting of any bond with respect to any such remedy are hereby
      waived.


    
      
         

      

      
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    5. Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and sufficient if delivered in person, by cable, telegram or
      facsimile (with confirmation of receipt), or sent by mail (registered or
      certified mail, postage prepaid, return receipt requested) or overnight courier
      (prepaid) to the respective parties as follows:

    


     

    
      	
              If
                to McMillen:

            	
              C.
                Thomas McMillen

              1103
                South Carolina Avenue, SE

              Washington,
                DC 20003

              Facsimile:
                (703) 528-0956

            
	 	 
	
              If
                to Rockwell:

            	
              S.
                Kent Rockwell

              960
                Penn Avenue

              Suite
                800

              Pittsburgh,
                Pennsylvania 15222

              Facsimile:
                ( ) _____________

            


    

    


    or
      to
      such other address as any party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      upon receipt.

    


    6. Governing
      Law; Jurisdiction and Venue.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Virginia without regard to its rules of conflict of laws.
      The parties hereto hereby irrevocably and unconditionally consent to and submit
      to the exclusive jurisdiction of any state or federal court sitting in Fairfax
      County, Virginia for any litigation arising out of or relating to this Agreement
      and the transactions contemplated hereby (and agree not to commence any
      litigation relating thereto except in such courts), waive any objection to
      the
      laying of venue of any such litigation in the Fairfax County, Virginia courts
      and agree not to plead or claim in any Fairfax County, Virginia court that
      such
      litigation brought therein has been brought in any inconvenient forum.


    


    7. Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties in respect of the
      subject matter hereof, and supersedes all prior negotiations and understandings
      between the parties with respect to such subject matter.

    


    8. Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be an
      original, but all of which together shall constitute one and the same
      agreement.

    


    9. Effect
      of Headings.
      The
      section headings herein are for convenience only and shall not affect the
      construction of interpretation of this Agreement.

    


    10. Recitals.
      The
      Recitals herein above are hereby incorporated into this Agreement as if fully
      stated herein. 


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the Effective
      Date.

    


    
      	 	 	 
	 	C.
              THOMAS
              McMILLEN, an individual
	 
 	 
 	 
 
	
            	By:  	/s/
              C.
              Thomas McMillen 
	 	
              
Name:
              C. Thomas McMillen 
	 	 


    

     

     

    
      
        	 	 	 
	 	
                S.
                  KENT ROCKWELL, an individual

              
	 
 	 
 	 
 
	
              	By:  	/s/
                S.
                Kent Rockwell  
	 	
                
Name:
                S. Kent Rockwell 
	 	 


      

       

    

     

    
      
         

      

      
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