**Exhibit 10.16**

 

**CMEQUITY MANAGEMENT, L.P.OFFICE SERVICE AGREEMENT**

 

This Agreement is dated October 25, 2005 andis entered into between CM Equity Management, L.P. (“CMEM”) and FederalServices Acquisition Corporation (“FSAC”).

 

CMEM and FSAC agree that CMEM will provide toFSAC for and in consideration of the fees set forth herein, office space andcertain general and administrative services, as FSAC may require from time totime and as outlined below.

 

1.             BASICTERMS.

 

A.            Monthly Fixed Fee forOffice Services (as defined in Section 2 below):  $7,500.00

 

B.            Facilities:  900Third Avenue, 34th Floor, New York, NY 10022-4775 (the “Building”)

 

C.            Term:  from theeffective date of FSAC’s proposed initial public offering of its units pursuantto its Registration Statement on Form S-1 as filed with the Securities andExchange Commission on May 4, 2005, as amended (such RegistrationStatement, the “Registration Statement” and such date, the “Effective Date”)until the earlier of FSAC’s (i) failure to enter into a letter of intent,definitive agreement or agreement in principle with respect to a BusinessCombination (as defined in the Registration Statement) on any day during theeighteen-month period immediately following the Effective Date, and(ii) the failure to consummate a Business Combination on any day duringthe twenty-four-month period immediately following the Effective Date (the “Term”)

 

2.             OFFICESERVICES.  FSAC shall be provided with the non-exclusive use of theBuilding and shall have access to the Building twenty-four (24) hours a day,seven (7) days a week.  In exchange for the Monthly Fixed Fee forOffice Services, CMEM agrees to provide the following base services: office cleaning, maintenance services, office supplies, electricity,heating and air conditioning to the Building, administrative support,including, but not limited to, information technology, secretarial andbookkeeping services as well as communications services such as unlimited useof Internet/Data, telephone, fax and photocopier (the “Office Services”). In addition, FSAC will have reasonable use of CMEM common areafacilities.  FSAC shall use the Building and auxiliary areas of thefacilities solely for general office use in the conduct of FSAC’s business.

 

If for any reason whatsoever, CMEM is unableto deliver possession of the Building or a mutually agreed upon alternativebuilding at the time herein agreed, FSAC may either extend the

 

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commencement date of this Agreement until the Building becomesavailable or, as its sole remedy for such failure, cancel and terminate thisAgreement if the Building is not delivered to FSAC within five(5) business days after written notice to CMEM by FSAC, in which case anyprior payments shall be fully refunded.  No such failure to deliver possessionshall subject CMEM to any liability for loss or damage, nor affect the validityof this Agreement or the obligations of the FSAC hereunder.

 

In order to accommodate the needs ofpotential multiple office clients, CMEM will have the right, upon ten (10) days’written notice, to relocate FSAC to other offices in the Building and tosubstitute such other offices for the offices contracted herein, provided suchother offices are substantially similar in area and configuration to FSAC’scontracted offices and provided FSAC shall incur no increase in the totalmonthly fee or any relocation cost or expense.

 

FSAC will not offer to any party in theBuilding any of the services which CMEM provides to FSAC.

 

CMEM will answer all incoming phone calls,unless otherwise mutually agreed, during normal business hours, as reasonablydetermined by CMEM.

 

FSAC acknowledges that due to the imperfectnature of verbal, written and electronic communications, CMEM shall not beresponsible for damages, direct or consequential, which may result from thefailure of CMEM to furnish any service, including but not limited to theconveying of messages, communications and other utilities or services requiredunder this Agreement.

 

FSAC expressly agrees to waive the right tomake any claim for damages, direct or consequential, arising out of any failureto furnish any utility, service or facility, any error or omission with respectthereto, or any delay or interruption of the same.

 

3.             DURATIONOF AGREEMENT.  After expiration of the Term, the Agreement willautomatically terminate.  Prior to expiration of the Term, either partymay terminate the Agreement upon 30 days’ advance written notice to the otherparty.

 

4.             PAYMENTS. The monthly invoices/statements for the Monthly Fixed Fee for Office Serviceswill be billed in advance.  Statements will be placed in the mailbox orfaxed to FSAC on the first day of each month with payments due by the fifth dayof each month.  If the Term shall not commence on the first day of a monthor end on the last day of a month, fees for any such month shall beprorated.  All amounts payable hereunder shall be payable at the office ofCMEM or to such other location or to any agent designated in writing by CMEM.

 

5.             DAMAGESAND INSURANCE.  FSAC will not damage or deface the furnishings, walls,floors or ceiling.  FSAC will not cause damage to any part of the Buildingor disturb the quiet enjoyment of any other licensee or occupant of theBuilding nor suffer to be made any waste, obstruction or unlawful, improper oroffensive use of the Building or the common area facilities.  At thetermination of this Agreement, FSAC will return the Building in

 

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as good of condition as when FSAC took possession, though normal wearand tear shall be expected.  CMEM shall have the right to show theBuilding to prospective clients, provided CMEM will use reasonable efforts notto disrupt FSAC’s business.

 

CMEM and its respective directors, licensors,officers, agents, servants and employees shall not, to the extent permitted by law,except upon the affirmative showing of CMEM’s gross negligence or willfulmisconduct, be liable for, and FSAC waives all right of recovery against suchentities and individuals for any damage or claim with respect to any injury toperson or damage to, or loss or destruction of any property of FSAC, itsemployees, authorized persons and invitees due to any act, omission oroccurrence in or about the Building.  Without limitation of any otherprovision hereof, FSAC agrees to indemnify, defend, protect and hold CMEM andits respective directors, licensors, officers, agents, servants and employeesharmless from and against all liability to third parties arising out of FSAC’suse and occupancy of the Building or actions or omissions of FSAC and itsagents, employees, contractors, and invitees.  FSAC further agrees thatall personal property of FSAC, its agents, employees, contractors, andinvitees, within or about the facilities of the Building shall be at the solerisk of FSAC.

 

The parties hereby waive any and all rightsof recovery against each other, or against the officers, employees, agents orrepresentatives of the other, for loss of or damage to its property or theproperty of others under its control, to the extent such loss or damage iscovered by any insurance policy.

 

If the Building is made unusable, in whole orin part by fire or other casualty not due to the negligence of FSAC, CMEM may,at its option, terminate the Agreement upon written notice to FSAC, effectiveupon such casualty, or may elect to repair, restore, or rehabilitate, or causeto be repaired, restored or rehabilitated, the Building, without expense toFSAC, within ninety (90) days or within such longer period of time as may berequired because of events beyond CMEM’s control.  The Monthly Fixed Feefor Office Services shall be abated on a pro rata basis for the period of timethe Building is unusable.

 

6.             DEFAULT. FSAC shall be deemed to be in default under this Agreement:  (a) ifFSAC fails to pay the Monthly Fixed Fee for Office Services, (b) if FSACfails to promptly and fully perform any other provisions of this Agreement andany such default continues in excess of five (5) business days afterwritten notice by CMEM, or (c) if FSAC fails to comply with the laws orpermit licensing rules and other requirements regulating the conduct ofFSAC’s business.  Should FSAC be in default hereunder, CMEM may terminateany or all of the services for the period of such default.

 

7.             MISCELLANEOUS.

 

A.            Thisis the only Agreement between the parties.  All amendments to thisAgreement shall be in writing and signed by all parties.  Any attemptedamendment shall be void.  The invalidity or unenforceability of anyprovision hereof shall not affect the remainder hereof.

 

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B.            Allwaivers must be in writing and signed by the waiving party.  CMEM’sfailure to enforce any provision of this Agreement or its acceptance of feesshall not be a waiver and shall not prevent CMEM from enforcing any provisionsof this Agreement in the future.  No receipt of money by CMEM shall bedeemed to waive any default of FSAC or to extend, reinstate or continue theterm hereof.

 

C.            Inregard to the trust account that will hold substantially all of the offeringproceeds FSAC expects to raise from the initial public offering of its units(the “Trust Account”), CMEM hereby waives any right of recourse against theTrust Account and agrees not to seek reimbursement, payment or satisfaction ofany claim against the Trust Account.

 

D.            Thelaws of the State of New York without regard to the conflict of law principlesshall govern this Agreement.

 

E.             FSACrepresents and warrants to CMEM that there are no agents, brokers, finders orother parties with whom FSAC has dealt who are or may be entitled to anycommission or fee with respect to this Agreement.

 

F.             NeitherFSAC nor anyone claiming by, through or under FSAC shall assign this Agreementor permit the use of any portion of the Building by any person other than FSAC.

 

G.            Allnotices hereunder shall be in writing.  Notices to FSAC shall be deemed tobe duly given if hand-delivered to FSAC’s mailbox at 900 Third Avenue, 33rdFloor, New York, NY 10022-4775.  Notice to CMEM shall be deemed to be dulygiven if mailed by registered or certified mail, postage prepaid, to 900 ThirdAvenue, 33rd Floor, New York, NY 10022-4775.

 

H.            FSACacknowledges that CMEM will comply with U.S. Postal Service regulationsregarding client mail and, upon termination of this Agreement, it will be FSAC’sresponsibility to notify all parties of termination of the use of theabove-described address.

 

I.              CMEMmay assign this Agreement and/or any fees hereunder and FSAC agrees to attornany such assignee.

 

J.             CMEMshall not be liable for any interruption or error in the performance of itsservices to FSAC.  FSAC waives any recourse against CMEM arising from theprovision of such services, including, without limitation, any claim ofbusiness interruption or for any indirect, incidental, special, consequentialor punitive damages, except for claims arising out of willful misconduct orfrom negligence by CMEM.

 

K.            CMEMwill not be liable for any claim of business interruption or for any indirect,incidental, special, consequential, exemplary or punitive damages arising outof any failure to furnish any service or facility, any error or omission withrespect thereto, or any delay or interruption of the same.

 

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L.             CMEMand its agents will have the right of access to the Building at any time forthe purpose of (i) making any repairs, alterations and/or inspections thatit deems necessary in its sole discretion for the preservation, safety orimprovements of the facilities, or (ii) to show the facilities toprospective clients without in any way being deemed or held to have committedan eviction (constructive or otherwise) of or trespass against FSAC.

 

M.           Failureof CMEM to insist upon the strict performance of any term or condition of thisAgreement or to exercise any right or remedy available for a breach thereof, oracceptance of full or partial payment during the continuance of any suchbreach, will not constitute a waiver of any such breach or any such term orcondition.  No term or condition of this Agreement required to beperformed by FSAC and no breach thereof, will be waived, altered or modified,except by a written instrument executed by CMEM.

 

 
| FEDERAL  ACQUISITION SERVICES CORP.          | CM  EQUITY MANAGEMENT, L.P.   |
|----------------------------------------------|-------------------------------|
|                                         |                          |
| 900  Third Avenue, 33rd Floor                | 900  Third Avenue, 33rd Floor |
| New  York, NY 10022-4775                     | New  York, NY 10022-4775      |
|                                         |                          |
|                                         |                          |
| By:                                          | /s/  JOEL R. JACKS            |   | By: | /s/  PETER M. SCHULTE |   |
|                                         |                          |
| Title:  Chairman and Chief Executive Officer | Title:  Managing Member       |
| Date:  October 25, 2005                      | Date:  October 25, 2005       |
|                                              |                               |  |  |  |  |

 

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