Exhibit 10.1

                                                              ____________, 2006

Vector Intersect Security
65 Challenger Road
Ridgefield Park, New Jersey 07660

Rodman & Renshaw LLC
1270 Avenue of the Americas
New York, NY 10020

          Re: Initial Public Offering

Gentlemen:

          The undersigned stockholder, officer and director of Vector Intersect
Security Acquisition Corp. ("Company"), in consideration of Rodman & Renshaw LLC
("Rodman") entering into an agreement to underwrite an initial public offering
of the securities of the Company ("IPO") and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 12 hereof):

          1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares and Placement Shares
owned by him and all shares of Common Stock of the Company acquired by him in
the IPO (the "IPO Shares") or aftermarket in favor of the Business Combination.
The undersigned will not exercise any statutory appraisal rights to which the
undersigned may be entitled under Section 262 of the Delaware General
Corporation Law (the "GCL") in connection with any Business Combination with
respect to any Insider Shares, Placement Shares, IPO Shares or shares acquired
in the aftermarket owned by him.

          2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO or 24 months under the circumstances
described in the prospectus relating to the IPO (such later date being referred
to herein as the "Termination Date"), the undersigned shall (i) take all such
action reasonably within its power as is necessary to (a) dissolve the Company
and liquidate the Trust Fund to holders of IPO Shares as soon as reasonably
practicable, and after approval of the Company's stockholders and subject to the
requirements of the GCL, including voting for the adoption of a resolution by
the board of directors, prior to such Termination Date, pursuant to Section
275(a) of the GCL, which shall deem the dissolution of the Company advisable and
(b) cause to be prepared such notices as are required by said Section 275(a) of
the GCL as promptly thereafter as possible, and (ii) vote his shares in favor of
any plan of dissolution and distribution recommended by the Company's board of
directors. If the Company does not consummate a Business Combination by the
Termination Date, the



undersigned hereby agrees, with respect to any plan of dissolution and
distribution, to take all such action reasonably within its power to (x) cause
the board of directors to convene, adopt a plan of dissolution and distribution,
which the undersigned will vote to recommend to stockholders, and (y) on such
date cause the Company to prepare and file a proxy statement with the Securities
and Exchange Commission (the "SEC") setting out the plan of dissolution and
distribution. If the Company seeks approval from its stockholders to consummate
a Business Combination within 90 days of the expiration of 24 months from the
Effective Date, the undersigned agrees to take all such action reasonably within
its power to ensure that the proxy statement related to such Business
Combination will also seek stockholder approval for the plan of dissolution and
distribution in the event the stockholders do not approve the Business
Combination. If no proxy statement seeking the approval of the stockholders for
a Business Combination has been filed within 30 days prior to the date which is
24 months from the date of the IPO, the undersigned agrees, prior to such date
to take all such action reasonably within its power as is necessary to convene
and adopt a plan of dissolution and distribution and on such date file a proxy
statement with the SEC seeking stockholder approval for such plan. The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distribution of the Trust Fund and any remaining net assets of
the Company as a result of such liquidation with respect to all shares of Common
Stock then owned by him, including without limitation, his Insider Shares, his
Placement Shares, his IPO Shares and any shares acquired by him in the
aftermarket ("Claim") and hereby waives any Claim the undersigned may have in
the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason
whatsoever. In the event of the liquidation of the Trust Fund, the undersigned
agrees to indemnify and hold harmless the Company against any and all loss,
liability, claims, damage and expense whatsoever (including, but not limited to,
any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the Company may become subject as a result of any
claim by any vendor, prospective target business or other entity that is owed
money by the Company for services rendered or products sold provided that the
Company did not obtain a valid and enforceable waiver from such party of its
rights or claims to the Trust Fund and only to the extent necessary to ensure
that such loss, liability, claim, damage or expense does not reduce the amount
in the Trust Fund. The foregoing section is not for the benefit of any third
party creditors of the Company.

          3. In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire a Target Business, until the earlier
of the consummation by the Company of a Business Combination, the liquidation of
the Company or until such time as the undersigned ceases to be an officer and
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.

          4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated


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with any of the Insiders.

          5. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned will be entitled
to receive and will not accept any compensation for services rendered to the
Company prior to the consummation of the Business Combination except in
connection with bona fide services to be rendered to the Company that (i) are
expressly approved by a majority of the Company's disinterested directors and
copies of detailed invoices describing the services rendered are delivered to
the Company and the performance thereof is accurately documented by the
undersigned, any member of the family of the undersigned, nor any Affiliate,
(ii) are legitimately required by the Company and the Company would otherwise
contract such services from a third party, and (iii) are determined on an arm's
length basis and in good faith and such fees and compensation are customarily
charged by unrelated third party service providers of a similar nature.
Notwithstanding the foregoing to the contrary, the undersigned shall be entitled
to reimbursement from the Company for its reasonable out-of-pocket expenses
incurred in connection with identifying, investigating and consummating a
Business Combination and the undersigned acknowledges that Selway Partners LLC,
an affiliate of the undersigned and the Company's Executive Vice President and
Secretary ("Related Party"), shall be allowed to charge the Company up to $7,500
per month to compensate it for the Company's use of Related Party's office space
and certain administrative, technology, bookkeeping and secretarial services.

          6. Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

          7. The undersigned will escrow his Insider Shares until the earliest
of (i) the date which is one year after the date on which the Company
consummates its initial Business Combination, (ii) the date on which any
Business Combination consummated by the Company results in a Change of Control
of the Company or (iii) the date on which the Company receives the approval of
the holders of not less than a majority of the outstanding shares of the
Company's Stock to a release of his Insider Shares from the escrow established
in accordance with the terms of a Stock Escrow Agreement which the Company will
enter into with the undersigned, certain other holders of the Company's Common
Stock and American Stock Transfer & Trust Company, as escrow agent.

          8. The undersigned agrees to be Chief Executive Officer and President
of the Company and a member of the Company's board of directors until the
earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company. The undersigned's biographical information furnished
to the Company and Rodman and attached hereto as Exhibit A is true and accurate
in all respects, does not omit any material information with respect to the
undersigned's background and contains all of the information required to be
disclosed pursuant to Item


                                       3



401 of Regulation S-K, promulgated under the Securities Act of 1933. The
undersigned's Questionnaire furnished to the Company and Rodman and annexed as
Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that:

          (a) he is not subject to or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

          (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

          (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.


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          9. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as Chief Executive Officer and President of the Company and as a member of the
Company's board of directors.

          10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to Rodman and its legal
representatives or agents (including any investigative search firm retained by
Rodman) any information they may have about the undersigned's background and
finances ("Information"). Neither Rodman nor its agents shall be violating the
undersigned's right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any
damage whatsoever in that connection.

          11. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a "Proceeding") shall be brought and enforced
in the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Loeb & Loeb LLP as agent for the service of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding. If for any reason such agent is
unable to act as such, the undersigned will promptly notify the Company and
Rodman and appoint a substitute agent acceptable to each of the Company and
Rodman within 30 days and nothing in this letter will affect the right of either
party to serve process in any other manner permitted by law.

          12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition, or
other similar business combination with one or more Target Businesses having a
fair market value of at least 80% of the Company's net assets at the time of
such acquisition; (ii) "Change of Control" shall mean a consolidation or merger
involving the Company where the stockholders of the Company immediately prior to
such transaction hold less than 50% of the voting stock of the surviving entity;
(iii) Common Stock" shall mean the Company's Common stock, par value $.001 per
share; (iv) "Insiders" shall mean all officers, directors and stockholders of
the Company immediately prior to the Private Placement; (v) "Insider Shares"
shall mean all of the shares of Common Stock of the Company owned by an Insider
prior to the Private Placement; (vi) "IPO Shares" shall mean the shares of
Common Stock issued in the Company's IPO; (vii) "Private Placement" shall mean
the private placement of securities of the Company consummated immediately prior
to the IPO; (viii) "Private Placement Shares" shall mean the shares of Common
Stock issued in the Private Placement; (ix) "Target Business" shall mean an
operating business based either in the United States or abroad that conducts
business in the homeland security national security and/or command an control
industries or a business


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relating to the manufacture of products for use in such industries; and (x)
"Trust Fund" shall mean the trust account established by the Company at the
consummation of its IPO and into which a certain amount of the net proceeds of
the IPO is deposited


                                        By:
                                            ------------------------------------
                                            Name: Yaron Eitan


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                                    EXHIBIT A

                       [Insider biographical information]



                                    EXHIBIT B

                             [Insider questionnaire]