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EXHIBIT 10.28
February 7, 2005
Dear Jay:
ABM accepts your offer to remain
as a consultant for a period of one-year at a consulting fee of
$8,333/ month effective as of February 1, 2005. You will be an
independent contractor, not an employee, and entitled to
reimbursement for all out-of-pocket expenses incurred at my request
or direct authorization. You agree that you will be available for
consultation for up to 30 hours per month at mutually agreed upon
times. You will also agree to remain as a director of SSA Security,
Inc. and Elite Security, Inc. until outstanding security license
applications are granted and as an officer of Elite Security, Inc.
for a period of two weeks from the date of this letter. We will
mutually agree upon other services that you will
perform.
You will be eligible for
indemnification to the extent set forth under ABM’s Bylaws
and, in your capacity as a director or
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