Exhibit 10.16


 


CM
EQUITY MANAGEMENT, L.P.

OFFICE SERVICE AGREEMENT


 


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


 


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


 


1.             BASIC
TERMS.


 


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


 


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


 


C.            Term:  from the
effective date of FSAC’s proposed initial public offering of its units pursuant
to its Registration Statement on Form S-1 as filed with the Securities and
Exchange Commission on May 4, 2005, as amended (such Registration
Statement, 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 Business
Combination (as defined in the Registration Statement) on any day during the
eighteen-month period immediately following the Effective Date, and
(ii) the failure to consummate a Business Combination on any day during
the twenty-four-month period immediately following the Effective Date (the “Term”)


 


2.             OFFICE
SERVICES.  FSAC shall be provided with the non-exclusive use of the
Building 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 for
Office 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 and
bookkeeping services as well as communications services such as unlimited use
of Internet/Data, telephone, fax and photocopier (the “Office Services”). 
In addition, FSAC will have reasonable use of CMEM common area
facilities.  FSAC shall use the Building and auxiliary areas of the
facilities solely for general office use in the conduct of FSAC’s business.


 


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


 

















 


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


 


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


 


FSAC will not offer to any party in the
Building 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 reasonably
determined by CMEM.


 


FSAC acknowledges that due to the imperfect
nature of verbal, written and electronic communications, CMEM shall not be
responsible for damages, direct or consequential, which may result from the
failure of CMEM to furnish any service, including but not limited to the
conveying of messages, communications and other utilities or services required
under this Agreement.


 


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


 


3.             DURATION
OF AGREEMENT.  After expiration of the Term, the Agreement will
automatically terminate.  Prior to expiration of the Term, either party
may terminate the Agreement upon 30 days’ advance written notice to the other
party.


 


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


 


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


 

















 


as good of condition as when FSAC took possession, though normal wear
and tear shall be expected.  CMEM shall have the right to show the
Building to prospective clients, provided CMEM will use reasonable efforts not
to 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 willful
misconduct, be liable for, and FSAC waives all right of recovery against such
entities and individuals for any damage or claim with respect to any injury to
person or damage to, or loss or destruction of any property of FSAC, its
employees, authorized persons and invitees due to any act, omission or
occurrence in or about the Building.  Without limitation of any other
provision hereof, FSAC agrees to indemnify, defend, protect and hold CMEM and
its respective directors, licensors, officers, agents, servants and employees
harmless from and against all liability to third parties arising out of FSAC’s
use and occupancy of the Building or actions or omissions of FSAC and its
agents, employees, contractors, and invitees.  FSAC further agrees that
all personal property of FSAC, its agents, employees, contractors, and
invitees, within or about the facilities of the Building shall be at the sole
risk of FSAC.


 


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


 


If the Building is made unusable, in whole or
in 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, effective
upon such casualty, or may elect to repair, restore, or rehabilitate, or cause
to be repaired, restored or rehabilitated, the Building, without expense to
FSAC, within ninety (90) days or within such longer period of time as may be
required because of events beyond CMEM’s control.  The Monthly Fixed Fee
for Office Services shall be abated on a pro rata basis for the period of time
the Building is unusable.


 


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


 


7.             MISCELLANEOUS.


 


A.            This
is the only Agreement between the parties.  All amendments to this
Agreement shall be in writing and signed by all parties.  Any attempted
amendment shall be void.  The invalidity or unenforceability of any
provision hereof shall not affect the remainder hereof.


 

















 


B.            All
waivers must be in writing and signed by the waiving party.  CMEM’s
failure to enforce any provision of this Agreement or its acceptance of fees
shall not be a waiver and shall not prevent CMEM from enforcing any provisions
of this Agreement in the future.  No receipt of money by CMEM shall be
deemed to waive any default of FSAC or to extend, reinstate or continue the
term hereof.


 


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


 


D.            The
laws of the State of New York without regard to the conflict of law principles
shall govern this Agreement.


 


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


 


F.             Neither
FSAC nor anyone claiming by, through or under FSAC shall assign this Agreement
or permit the use of any portion of the Building by any person other than FSAC.


 


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


 


H.            FSAC
acknowledges that CMEM will comply with U.S. Postal Service regulations
regarding client mail and, upon termination of this Agreement, it will be FSAC’s
responsibility to notify all parties of termination of the use of the
above-described address.


 


I.              CMEM
may assign this Agreement and/or any fees hereunder and FSAC agrees to attorn
any such assignee.


 


J.             CMEM
shall not be liable for any interruption or error in the performance of its
services to FSAC.  FSAC waives any recourse against CMEM arising from the
provision of such services, including, without limitation, any claim of
business interruption or for any indirect, incidental, special, consequential
or punitive damages, except for claims arising out of willful misconduct or
from negligence by CMEM.


 


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


 

















 


L.             CMEM
and its agents will have the right of access to the Building at any time for
the purpose of (i) making any repairs, alterations and/or inspections that
it deems necessary in its sole discretion for the preservation, safety or
improvements of the facilities, or (ii) to show the facilities to
prospective clients without in any way being deemed or held to have committed
an eviction (constructive or otherwise) of or trespass against FSAC.


 


M.           Failure
of CMEM to insist upon the strict performance of any term or condition of this
Agreement or to exercise any right or remedy available for a breach thereof, or
acceptance of full or partial payment during the continuance of any such
breach, will not constitute a waiver of any such breach or any such term or
condition.  No term or condition of this Agreement required to be
performed 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