FINANCIAL ADVISORY SERVICES AGREEMENT


This agreement ("Agreement"), dated as of _______ __, 2006, is entered into by
and among VECTOR INTERSECT SECURITY ACQUISITION CORP. ("Vector"), a Delaware
corporation, and RODMAN & RENSHAW LLC ("Rodman"), a ________ limited liability
company. Pursuant to this Agreement, Vector hereby engages Rodman as a financial
advisor in connection with a business combination (an "M&A") between Vector and
a target company (i) whose business is focused on the homeland security,
national security and/or command and control industries (ii) which qualifies
under the financial, and all other, conditions for a potential acquisition
target company as set forth in Vector's registration statement on Form S-1 (as
amended from time to time) filed with the Securities and Exchange Commission and
(iii) is acceptable to the Company, in its sole discretion (a "Qualified
Company").

1.   SCOPE OF SERVICES OF RODMAN

As Vector's financial advisor, Rodman shall set up an ad hoc team to work on
locating a Qualified Company and shall keep Vector apprised of relevant
developments. Rodman shall provide the following services to Vector:


     (a)  Agent Service: Based on Vector's business objectives and qualification
          requirements, Rodman shall use its resources to identify Qualified
          Companies as M&A candidates for Vector to review.

     (b)  Mediation Service: At Vector's request, Rodman shall introduce
          selected Qualified Companies and their principals to Vector as
          potential M&A candidates, and coordinate initial business meetings
          between Vector and the representatives of the Qualified Company. To
          avoid potential conflicts and assist the parties in maintaining
          accurate records, each Qualified Company introduced to Vector by
          Rodman shall be listed on Schedule I hereto and shall be initialed by
          each party hereto to formally acknowledge such introduction. Schedule
          I shall serve as conclusive evidence that an introduction was made by
          Rodman pursuant to the terms of this Agreement, and Rodman shall not
          be eligible for a Fee (as defined below) upon Vector closing an M&A
          transaction with a Qualified Company if such Qualified Company is not
          listed on Schedule I hereto and initialed by each party.

2.   TERMS OF ENGAGEMENT

     (a)  Both Parties agree that each Party shall bear its own costs and
          expenses associated with or related to this business engagement,
          including, but not limited to, travel and living expenses of any site
          visits and business meetings.


     (b)  Subject to Section 2(a) and (c), Vector shall pay Rodman or its
          designee a fee (the "Fee") in an amount equal to 3.00% of the fair
          market value of the Qualified Company on the day the M&A transaction
          closes. At Vector's option, Vector may pay the Fee in cash and/or
          shares of Vector's restricted common stock. Cash payments by Vector
          shall be in immediately available funds payable at the closing of the
          M&A transaction and may be in the form of a either certified check or
          wire transfer to an account identified by Rodman.

     (c)  Rodman acknowledges and understands that its services hereunder are
          non-exclusive and that Vector has no obligation to accept an
          introduction of any Qualified Company by Rodman. Rodman acknowledges
          and understands that the decision to enter into an M&A transaction
          shall be made solely by Vector.

3.   NON CIRCUMVENTION

Subject to the other terms and conditions of this Agreement, Vector agrees that
Rodman will be eligible to receive the Fee for introductions made by Rodman to
Vector which are confirmed on Schedule I attached hereto for a period of
twenty-four (24) months from the date of this Agreement. Vector will advise
Rodman of its business dealings with any Qualified Company introduced by Rodman
to Vector.

4.   CONFIDENTIALITY

Rodman shall keep confidential business information provided by Vector and shall
not disclose such confidential information to any third party unless otherwise
required by any law, rule or regulation or court order or with the consent of
Vector. Vector shall keep confidential business information provided by Rodman
and shall not disclose such confidential information to any third party unless
otherwise required by any law, rule or regulation or court order or with the
consent of Rodman.

5.   TERM OF THE AGREEMENT AND OF ENGAGEMENT

This Agreement, except for Section 3 hereof, shall have the term of twenty-four
(24) months from the date of this Agreement, unless extended in writing and
signed by both parties hereto.


6.   GOVERNING LAW AND DISPUTE RESOLUTION

     (a)  This agreement has been executed and delivered in the State of New
          York and shall be governed by the laws of such state, without giving
          effect to the conflicts of laws rules thereunder. Any dispute arising
          from this Agreement or its implementation shall be resolved first
          through discussions and negotiations between the parties. Any dispute
          that is not resolved through such discussions and negotiations shall
          subject to the exclusive jurisdiction of the federal and state courts
          located within the

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          County of New York in the State of New York, and the parties hereby
          consent to the jurisdiction of such courts.

     (b)  This Agreement sets forth the entire understanding between the parties
          and cannot be modified, changed or cancelled except by an instrument
          signed by the party sought to be bound.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.



Vector Intersect Security Acquisition Corp.  Rodman & Renshaw, LLC:

Signature:______________________             Signature:_________________________

Name:___________________________             Name:______________________________

Title:__________________________             Title:_____________________________

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                                   SCHEDULE I


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NAME OF QUALIFIED COMPANY  VECTOR  (PRINT  FULL  NAME  RODMAN  (PRINT  FULL
                           AND THEN PLEASE INITIAL)    NAME AND THEN PLEASE
                                                       INITIAL)
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