**Exhibit 10.8**

 

October 19, 2005

 

CRT Capital Group LLC262 Harbor DriveStamford, CT 06902

 

Re:          FederalServices Acquisition Corporation Initial Public Offering

 

Ladies and Gentlemen:

 

This letter is being delivered to you in accordancewith the Underwriting Agreement (the “Underwriting Agreement”) between FederalServices Acquisition Corporation, a Delaware corporation (the “Company”), andCRT Capital Group LLC (the “Underwriter”) relating to an underwritten initialpublic offering (the “IPO”) of the Company’s units (the “Units”), eachcomprised of one share of the Company’s common stock, par value $0.0001 pershare (the “Common Stock”), and two warrants, each of which are exercisable forone share of Common Stock (each, a “Warrant”).

 

In order to induce theCompany and the Underwriter to enter into the Underwriting Agreement and toproceed with the IPO, and in recognition of the benefit that such IPO willconfer upon the undersigned as a stockholder of the company, and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the undersigned hereby agrees with the Underwriter as follows:

 

The undersignedrepresents and warrants that, as of the date hereof, other than de minimiserrors or omissions, (i) the biographical information furnished to theCompany and the Underwriter and attached hereto as Exhibit A is true andaccurate in all respects, does not omit any material information with respectto the undersigned’s background during the previous five years and contains allof the information required to be disclosed pursuant to Item 401 of RegulationS-K, promulgated under the Securities Act of 1933, as amended, and(ii) the questionnaires furnished by the undersigned to the Company andthe Underwriter and attached hereto as Exhibit B are true and accurate inall respects.  The undersigned further represents and warrants that:

 

(a)           Theundersigned is not subject to or a respondent in any legal action for anyinjunction, cease-and-desist order or order or stipulation to desist or refrainfrom any act or practices relating to the offering of securities in anyjurisdiction;

 

(b)           Theundersigned has never been convicted of or pleaded guilty to any crime and isnot currently a defendant in a criminal proceeding (i) involving anyfraud, (ii) relating to any financial transaction or handling of funds ofanother person, (iii) pertaining to any dealings in any securities; and

 

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

 

The undersignedunderstands that the Underwriter may conduct a background check with respect tothe undersigned, and hereby authorizes any employer, financial institution orconsumer credit reporting agency to release to the Underwriter and its legalrepresentatives or agents (including any investigative search firm retained bythe Underwriter) any information they may have about the undersigned’sbackground and finances (“Information”).  Neither the Underwriter nor itsagents shall be violating the undersigned’s right of privacy in any manner inrequesting and obtaining the Information or in otherwise performing abackground check, and the undersigned hereby releases them from liability forany damage whatsoever in that connection.

 

The undersignedacknowledges and understands that the Underwriter and the Company will relyupon the agreements, representations and warranties set forth herein inproceeding with the IPO.

 

This letter agreementshall be binding on the undersigned and the undersigned’s respectivesuccessors, heirs, personal representatives and assigns.

 

This letter agreementshall be governed by and interpreted and construed in accordance with the lawsof the State of New York applicable to contracts formed and to be performedentirely within the State of New York, without regard to the conflicts of lawprovisions thereof to the extent such principles or rules would require orpermit the application of the laws of another jurisdiction.

 

No term or provision ofthis letter agreement may be amended, changed, waived, altered or modifiedexcept by written instrument executed and delivered by the party against whomsuch amendment, change, waiver, alteration or modification is to be enforced.

 
|                                        | Very truly yours,           |
|---------------------------------------------|-----------------------------|
|                                        |                        |
|                                        |  /s/ EDWARD H. BERSOFF |   |
|                                        | Dr. Edward H. Bersoff       |
|                                        |                        |
|                                        |                        |
| Accepted and agreed as  of the date hereof: |                        |
|                                        |                        |
| CRT CAPITAL GROUP LLC                       |                        |
|                                        |                        |
| By:                                         | /s/ ERIC SEAL               |   |   |
| Name: Eric Seal                             |                        |
| Title: Vice President                       |                        |
|                                             |                             |  |  |  |

 

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EXHIBIT A

 

**Biography**

 

See attached.

 

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EXHIBIT B

 

**Questionnaires**

 

See attached.

 

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