UNITS

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of Fortress America Acquisition Corporation, a Delaware corporation (the “Company”), and two warrants (the “Warrants”).  Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment).  Each Warrant will become exercisable on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination or (ii) _______ __, 2006 and will expire unless exercised before 5:00 p.m., New York City Time, on _______ _, 2009, or earlier upon redemption (the "Expiration Date").   The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to                    , 2005, subject to earlier separation in the discretion of Sunrise Securities Corp.  The terms of the Warrants are governed by a Warrant Agreement, dated as of                    , 2005, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.  Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

 

NYC 309858v2