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EXHIBIT
10.8




GLOBALSECURE HOLDINGS LTD.

2003 INCENTIVE STOCK PLAN

STOCK OPTION AGREEMENT




     This Stock Option Agreement is entered into under and subject to the Company’s 2003 Incentive
Stock Plan (“Plan”). Unless otherwise defined herein, capitalized terms shall have the same
meanings in this Stock Option Agreement as are defined in the Plan.



I. NOTICE OF STOCK OPTION GRANT




Craig Bandes

c/o GlobalSecure Holdings Ltd.

8401 Corporate Drive, Suite 230

Landover, Maryland 20785



     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



Grant Number:

Date of Grant: March 1, 2004

Vesting Commencement Date: As per Vesting Schedule below

Exercise Price Per Share: 1.00

Total Number of Shares Granted: 100,000

Total Exercise Price: $100,000

Type of Option: non-ISO

Term/Expiration Date: 5-year



Vesting Schedule:




     This Option shall be vested, in whole or in part, according to the following schedule, and
assuming the Employee is in Continuous Service through each date:



     4.1667% on the first day of each month, for a period of 24 months, commencing April 1, 2004, and
continuing through March 1, 2006.



Termination Period.



     This Option shall be exercisable until the earlier of (i) the Expiration Date or (ii) 90 days
after the termination of Employee’s Continuous Service as an Employee. In no event may Optionee
exercise this Option after the Term/Expiration Date as provided above and any unvested portions of
the Option shall expire immediately upon termination of Continuous Service.



II. AGREEMENT




     1. Grant of Option. The administrator of the Plan (the “Administrator”) has granted
to the Optionee an Option to purchase the number of Shares set forth in the Notice of Grant, at the
Exercise Price per Share set forth in the Notice of Grant, and subject to the terms and



 









 




conditions of the Plan, which is incorporated herein by reference. In the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of
the Plan shall prevail.




     If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), or to the
extent any other requirement of section 422 is not met, this Option shall be treated as a
Nonqualified Stock Option (“NSO”).



     2. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the applicable provisions of the Plan and this Option Agreement.




          (b) Method of Exercise. This Option shall be exercisable by delivery of an Exercise
Notice in the form attached as Exhibit A which shall state the election to exercise the
Option, the number of Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all exercised Shares and, where
required, by applicable withholding taxes. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.




          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.




     3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check;




          (b) consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan;




          (c) surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the date of surrender, and
(ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the
exercised Shares; or




          (d) such other method as the Administrator permits.




     4. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



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     5. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



     6. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option.



     7. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall,
if required by the Company, concurrently with the exercise of all or any portion of this Option,
deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B.



     8. Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Securities Act or applicable law of any
other jurisdiction in which an offering is being made by the Company, Optionee shall not sell or
otherwise transfer any Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and agreed to in writing by
the Company) (the “Market Standoff Period”) following the effective date of a registration
statement of the Company filed under the Securities Act. Such restriction shall apply only to the
first registration statement of the Company to become effective under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market Standoff Period.



     9. Tax Consequences. Set forth below is a brief summary as of the date of this
Agreement of some of the federal tax consequences of exercise of this Option and disposition of the
Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF
THE SHARES.



          (a) Exercise of NSO. There may be a regular federal income tax liability, at ordinary
income tax rates, and employment taxes (FICA and FUTA) upon the exercise of an NSO, If Optionee is
an Employee or a former Employee, the Company will be required to withhold from Optionee’s
compensation or collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to the required withholdings at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.




          (b) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular
federal income tax liability upon the exercise of the Option, although the Optionee may be subject
to the alternative minimum tax in the year of exercise. In addition, the Internal




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Revenue Service has proposed rules that would impose employment taxes in some situations on
exercise.




          (c) Disposition of Shares. The disposition of Shares is generally a taxable event.
The tax treatment will depend on whether the Option is an ISO or an NSO, and on the length of time
for which the Shares have been held by Optionee.




          (d) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (l) the date two years after the Date of
Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the Optionee.




     10. Entire Agreement, Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the State of New York.



     11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE
IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN
EMPLOYEE AT ANY TIME, FOR ANY, OR NO, REASON EXCEPT AS MAY BE PROVIDED UNDER OTHER AGREEMENTS.



     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option. Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



	 	 	 	 	 	 	 
	OPTIONEE:	 	 	 	GlobalSecure Holdings Ltd.
	 /s/ Craig Bandes
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Craig Bandes

	 	 	 	By:	 	    /s/ Michael Brigante 
	 

	 	 	 	 	 	 
	Address: c/o Global Secure Holdings Ltd.,
	 	 	 	 	 	 
	8401 Corporate Drive, Suite 230
	 	 	 	 	 	 
	Landover, Maryland 20785
	 	 	 	 	 	 







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