Exhibit 10.8


 


October 19, 2005


 


CRT Capital Group LLC

262 Harbor Drive

Stamford, CT 06902


 


Re:          Federal
Services Acquisition Corporation Initial Public Offering


 


Ladies and Gentlemen:


 


This letter is being delivered to you in accordance
with the Underwriting Agreement (the “Underwriting Agreement”) between Federal
Services Acquisition Corporation, a Delaware corporation (the “Company”), and
CRT Capital Group LLC (the “Underwriter”) relating to an underwritten initial
public offering (the “IPO”) of the Company’s units (the “Units”), each
comprised of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), and two warrants, each of which are exercisable for
one share of Common Stock (each, a “Warrant”).


 


In order to induce the
Company and the Underwriter to enter into the Underwriting Agreement and to
proceed with the IPO, and in recognition of the benefit that such IPO will
confer upon the undersigned as a stockholder of the company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Underwriter as follows:


 


The undersigned
represents and warrants that, as of the date hereof, other than de minimis
errors or omissions, (i) the biographical information furnished to the
Company and the Underwriter 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 during the previous five years and contains all
of the information required to be disclosed pursuant to Item 401 of Regulation
S-K, promulgated under the Securities Act of 1933, as amended, and
(ii) the questionnaires furnished by the undersigned to the Company and
the Underwriter and attached hereto as Exhibit B are true and accurate in
all respects.  The undersigned further represents and warrants that:


 


(a)           The
undersigned 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 practices relating to the offering of securities in any
jurisdiction;


 


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


 

















 


(c)           The
undersigned 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.


 


The undersigned
understands that the Underwriter may conduct a background check with respect to
the undersigned, and hereby authorizes any employer, financial institution or
consumer credit reporting agency to release to the Underwriter and its legal
representatives or agents (including any investigative search firm retained by
the Underwriter) any information they may have about the undersigned’s
background and finances (“Information”).  Neither the Underwriter nor its
agents shall be violating the undersigned’s right of privacy in any manner in
requesting and obtaining the Information or in otherwise performing a
background check, and the undersigned hereby releases them from liability for
any damage whatsoever in that connection.


 


The undersigned
acknowledges and understands that the Underwriter and the Company will rely
upon the agreements, representations and warranties set forth herein in
proceeding with the IPO.


 


This letter agreement
shall be binding on the undersigned and the undersigned’s respective
successors, heirs, personal representatives and assigns.


 


This letter agreement
shall be governed by and interpreted and construed in accordance with the laws
of the State of New York applicable to contracts formed and to be performed
entirely within the State of New York, without regard to the conflicts of law
provisions thereof to the extent such principles or rules would require or
permit the application of the laws of another jurisdiction.


 


No term or provision of
this letter agreement may be amended, changed, waived, altered or modified
except by written instrument executed and delivered by the party against whom
such 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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