SETTLEMENT AND RELEASE
AGREEMENT

      


      I.  DEFINITIONS

      


      As set
forth in this Settlement and Release Agreement, certain terms are defined as
follows:

       

      1.01.    “Faria”
means Rhonda Faria,
also known as Rhonda Ramich, individually and her successors, agents,
representatives, executors, administrators and assigns.

       

      1.02.    “AccountAbilities”
means AccountAbilities, Inc. and all of its respective officers, directors,
shareholders, parents, subsidiaries and otherwise affiliated companies, agents,
employees, contractors, attorneys, insurance companies, and any other person or
entity who is or may be liable for any payments or damages that Faria alleges
may have occurred as a result of the Dispute between the Parties, as defined in
sections 1.04 and 1.05 below.

       

      1.03.     “Agreement”
means this Settlement and Release Agreement.

       

      1.04.    “Parties”
mean Faria and AccountAbilities as defined in the preceding paragraphs, and
“Party” refers individually to each of the Parties.

       

      1.05.   The
“Dispute” refers to allegations regarding a purported breach by AccountAbilities
of the Asset Purchase Agreement between AccountAbilities and Faria dated
February 26, 2007, the exhibits, attachments, and ancillary agreements, if any,
thereto and payments owed to Faria under the $150,000 cash reserve established
separately from the Asset Purchase Agreement.

       

      II.  RECITALS

       

      2.01.    AccountAbilities
denies and continues to deny any liability to Faria.  Faria denies and
continues to deny any liability to AccountAbilities.

       

      2.03.    A
disagreement exists among the Parties both as to liability and amount of
damages, if any, that are due because of the Dispute.  The Parties desire
to dispose of the entire controversy and disagreement between and among them,
including any and all claims and/or causes of action of any kind whatsoever that
currently exist or that may exist in the future that relate in any way to the
Dispute.

       

      2.04.    This
document is intended to be a full, final, and complete release of any and all
claims or potential claims against AccountAbilities that concern the alleged
damages and/or injuries to Faria that arise from or relate to the Dispute. The Parties
agree as follows:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      III.  WARRANTIES,
REPRESENTATIONS AND AGREEMENTS

       

      3.01.    The
Parties acknowledge that full, valid and binding consideration exists for the
execution of this Agreement, and that such consideration includes the mutual
promises, warranties and representations made in this Agreement.

       

      3.02.    The
Parties acknowledge and agree that the warranties, representations and
agreements made in this Agreement are contractual in nature.

       

      3.03.    By
entering into, or otherwise acting under, this Agreement, none of the Parties
shall be deemed to have made an admission of responsibility or any liability
with respect to the Dispute.  Nothing in this Agreement shall be taken
or construed as an inference or admission by any party or as evidence indicating
the truth or correctness of any claim or defense by any other person or entity,
whether or not a party to this Agreement.

       

      3.04.    Each
Party acknowledges and agrees that in entering into this Agreement it has not
relied on any warranties, promises, or representations of any kind, express or
implied, other than those expressly set forth in this Agreement.

       

      3.05.    Faria
acknowledges that she may discover facts relating to the Dispute that occurred
prior to the date of this Agreement that are different from, or in addition to,
those which she now knows or believes to be true, and the Parties agree that
this Agreement shall be, and remains effective and applicable in all respects,
notwithstanding such different or additional facts or the discovery thereof, and
that the Parties are not relying upon any representation or any duty of any
Party to make any other representation or warranty, and Faria will not assert in
the future any claim of a duty of AccountAbilities to make any
disclosure.

       

      3.06    AccountAbilities
will pay Faria $545,000 (the “Settlement Amount”) in full satisfaction of all
outstanding obligations (whether evidenced by one or more Promissory Notes or
otherwise arising under any agreement between AccountAbilities and Faria) due
from AccountAbilities.  The sum will be paid as follows:

       

      a.             
$25,000 on the date the Agreement is fully executed;

       

      b.            
Payments of $25,000, the first which shall be due thirty (30) days after the
Agreement is fully executed, the second of which will be due sixty (60) days
after the Agreement is fully executed, and the remaining payments will be made
every sixty (60) days from the Second Payment;

       

      c.            
Additional payments of $5,000 per week starting one week (seven calendar days)
from the date the Agreement is fully executed;

       

      d.            
The payments shall be made according to the Payment Schedule attached hereto as
Exhibit A.

       

      Faria
hereby acknowledges that any outstanding Notes and reserve funds between
AccountAbilities and Faria and AccountAbilities and ReStaff Services, Inc. are
hereby cancelled and void, including any claimed payments owed as to interest,
fees and penalties.

       

      
        
           


        

        
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      3.07    Faria
currently holds certificates representing 750,000 shares of AccountAbilities
Common Stock, $.0001 par value (the “Shares”).  Within ten (10)
business days from the date the Agreement is fully executed, AccountAbilities
will direct the Transfer Agent to deliver the shares to Faria with the
restrictive legends removed.  The provisions and agreements set forth
in this Section 3.07 are subject to the following restrictions:

       

      a.            
For the period of two years from the date the Agreement is fully executed, not
more than 100,000 of the Shares may be sold in any ninety (90) day period on the
open market.

       

      b.            
Tri-State shall have the right of first refusal on Faria’s sale of any of the
shares to be sold in a private transaction.  Prior to any proposed
sale of the shares in a private transaction to a third-party, unrelated bona
fide purchaser for value, Faria shall provide AccountAbilities with written
notice of the proposed sale and the terms of the
sale.  AccountAbilities will have ten (10) days from receipt of
Faria’s notification to inform Faria as to whether AccountAbilities will
exercise its right of first refusal. Should it choose to exercise its right of
first refusal, AccountAbilities shall be entitled to purchase the shares
referenced within Faria’s notice in accordance with the terms and conditions set
forth within the same.

       

      3.08    AccountAbilities
hereby agrees to employ Faria to work in the Seattle, Washington area, pursuant
to the terms of the Employment Agreement, attached hereto as Exhibit B and to be
executed simultaneously herewith.

       

      a.            
AccountAbilities also agrees to pay up to $40,000 a year to employ one
additional person in Faria’s office (the “Faria Employee”).  The Faria
Employee will be an at-will employee subject to the terms of employment
established by the President of AccountAbilities.

       

      b.            
This Agreement, however, is not conditioned upon either Faria’s or the Faria
Employee’s continued employment with AccountAbilities.  The terms of
the Agreement continue to be in effect regardless of Faria’s or Faria’s
Employee’s termination or voluntary resignation.

       

      IV.    RELEASE
OF ALL CLAIMS

       

      4.01.   In
consideration of the promises and agreements in this Agreement, including the
recitals referenced above, Faria releases, acquits, and forever discharges
AccountAbilities and all other persons, firms or corporations with whom they
have been, are now, or may be affiliated with from any and all claims or causes
of action of any kind whatsoever, at common law, statutory or otherwise that
Faria has or might have, known or unknown, now existing or that might arise,
including, but not limited to, those directly or indirectly attributable to
Dispute that could have been brought in any lawsuit, whether equitable or
otherwise, administrative action or hearing, arbitration, mediation or any other
type of civil or common law action for damages, equitable or injunctive relief;
it being intended by Faria to release all claims of any kind which she might
have against AccountAbilities.  This Release includes a release of all
claims and causes of action arising out of or related to the Dispute for all
claims or causes of action that have not been specifically identified, that
currently exist or that may exist or accrue in the future that relate in any way
to the Dispute.


      
        
           


        

        
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      4.02.    Faria
recognizes that there may be claims or damages arising out of the Dispute that
are unknown to her at the time of execution of this Agreement, or that may arise
in the future.  Faris has negotiated this Agreement with full
knowledge of the possibility that additional claims or damages may arise or
become known to Faria after the execution of this Agreement, and Faria intends
this Agreement to settle and finally dispose of all such claims or injuries,
whether known or unknown.

      


      4.03.    In
consideration of the execution of this Agreement, and for other good and
valuable consideration, receipt of which is acknowledged, Faria waives any and
all rights under California Civil Code section 1542, which provides as
follows:

       

      A GENERAL
WAIVER DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF THE EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MUTUALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

       

      V.  CONFIDENTIALITY
AGREEMENT

       

      5.01.    For
further consideration of the sums paid by or on behalf of AccountAbilties, Faria
represents and promises on her behalf and all parties related to her, including,
but not limited to her agents, representatives, employees, servants, assigns and
attorneys that the settlement and release, including the agreements, terms,
numbers, sums, promises, undertakings, representations, acknowledgments,
statements or other actions taken by Faria and/or AccountAbilities pursuant to
the terms of this Agreement shall be kept STRICTLY
CONFIDENTIAL, except as required by law to be disclosed, and shall be
forever binding upon Faria.  Specifically, except as required by law to be
disclosed, Faria agrees that the  amount of the consideration received, and
all of the terms, releases, agreements, promises, undertakings, representations,
acknowledgments, statements or other actions made and/or taken pursuant to the
terms of this Agreement, shall be kept STRICTLY
CONFIDENTIAL and Faria specifically warrants, agrees and represents that
she will not disclose the terms and conditions of this Agreement to any person
or entity unless specifically required by law to make such disclosure in
response to a legal requirement or process such as a subpoena, court order, tax
audit or statute, to persons Faria hire to seek financial or tax advice or any
lien holder; that Faria will not provide or file or seek to provide or file or
permit another to provide or file this Agreement with any court, regulatory or
licensing authority, governmental agency or accrediting commission or authority
unless required to do so by law.  The laws of the State of California
shall govern this Confidentiality Agreement.

       

      VI.  GENERAL
PROVISIONS

       

      6.01.    Waiver
and Modification.  This Agreement may only be modified,
changed, amended or waived by a subsequent written agreement signed by an
authorized representative of each of the Parties to this
Agreement.  No waiver of default of any term of this Agreement will be
deemed a waiver of any subsequent breach or default of the same or similar
nature.


      
        
           


        

        
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      6.02.    Governing
Law.  This Agreement must be construed and enforced in
accordance with the laws of the State of California.

       

      6.03.    Agreement
Prepared Jointly by all Parties’ Attorneys.  This Agreement has
been negotiated by the Parties and prepared by the joint efforts of the
respective attorneys for each of the Parties.  The Parties warrant,
represent, and agree that they are not relying on the advice of the other Party
or that Party’s attorneys, or anyone else associated with them as to the legal
consequences of this Agreement as so structured.  Furthermore, Faria
releases and discharges all claims, rights, damages, costs or expenses of any
nature whatsoever that may accrue to or be acquired by Faria by reason of the
legal consequences of this Agreement as structured.

       

      6.04.    Acknowledgment
of Entire Agreement.  Each party acknowledges that he or she
has carefully read this instrument including all documents or exhibits to which
it refers; that this instrument expresses the entire agreement between and among
the Parties concerning the subjects it purports to cover; and that each party
has executed this instrument freely and of his or her own accord, and that it
shall be binding upon and inure to the benefit of the executors, administrators,
personal representatives, heirs, successors and assigns of each.

       

      6.05.    Partial
Invalidity.  If any provision of the Agreement is or may be
held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless survive and continue in full force
and effect without being impaired or invalidated in any way.

       

      6.06.    Warranty
of Capacity to Execute Agreement.  Faria represents and
warrants that no other person or entity has or has had any interest in the
claims, demands, obligations or causes of action referred to in this Agreement;
that Faria has the sole and exclusive right to receive sums specified in it; and
that Faria has not sold, assigned, transferred, conveyed or otherwise disposed
of any of the claims, demands, obligations or causes of action referred to in
this Agreement.  Faria further warrants that she has read this
Agreement and fully understand it to be a compromise and settlement and release
of all claims, known or unknown, present or future, that she has or may have
against AccountAbilities, arising out of the matters described.

       

      6.07.    Disclaimer
of Liability.  Faria agrees and acknowledges that she accepts
payment of the sums specified in this Agreement as a full and complete
compromise of matters involving disputed issues; that neither payment of the
sums specified nor the negotiations for this settlement (including all
statements, admissions or communications) by any of the Parties or their
attorneys or representatives shall be considered as an admission by any of the
Parties; and that no past or present wrong doing on their part shall be implied
by such payment or negotiations.

       

      6.08.    Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constituted one and the same
instrument.  The Parties agree that a facsimile or PDF signature shall
have the same legal force and effect as receipt of an original
signature.


      
        
           


        

        
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      6.09.    Additional
Documents.  The Parties agree to cooperate fully, and execute
any and all supplementary documents, and take all additional actions that may be
necessary or appropriate to give full force and effect to the terms and intent
of this Agreement, which are not inconsistent with its terms.

       

      6.10.    Effectiveness.  This
Agreement shall become effective immediately following execution by all of the
Parties.

       

      6.11    Dispute
Resolution Procedure.  In the event of a claimed breach of the
terms of this Agreement, the complaining Party shall notify the other party of
the purported breach.  If the Parties cannot informally resolve the
matter, jurisdiction for any suit arising out of the purported breach of this
Agreement lies in the United States Federal Court, Northern District Court of
California, San Francisco Division.

       

      APPROVED
AND EXECUTED this 5th day of February, 2010.

       

      Rhonda
Faria, also known as Rhonda Ramich

      


      
        	
                By: 

              	
                /s/ Rhonda Faria

              	 
      	
                February
      5, 2010

              


      

      


      Notary

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      ReStaff
Services, Inc.

      


      
        	
                By:

              	
                /s/ Rhonda Faria

              	 
      	
                February
      5, 2010

              
	 
      	 
      	 
      	 
      
	
                Title: 

              	
                President

              	 
      	 
      


      

      


      Notary

      


      AccountAbilities,
Inc.

      


      
        
          
            	
                    By:

                  	
                    /s/ Jay H. Schecter

                  	 
      	
                    February
      5, 2010

                  
	 	 	 	 
	
                    Title: 

                  	
                    Chief Executive Officer

                  	 
      	 
      


          

        

      

      


      Notary

       

      
        
           


        

        
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      EXHIBIT
A

      Payment
Schedule

      


      
        
          
            	
                    2/12/10

                  	 	$	5,000	 
	
                    2/19/10

                  	 	$	5,000	 
	
                    2/26/10

                  	 	$	5,000	 
	
                    3/5/10

                  	 	$	30,000	 
	
                    3/12/10

                  	 	$	5,000	 
	
                    3/19/10

                  	 	$	5,000	 
	
                    3/26/10

                  	 	$	5,000	 
	
                    4/2/10

                  	 	$	5,000	 
	
                    4/6/10

                  	 	$	25,000	 
	
                    4/9/10

                  	 	$	5,000	 
	
                    4/16/10

                  	 	$	5,000	 
	
                    4/23/10

                  	 	$	5,000	 
	
                    4/30/10

                  	 	$	5,000	 
	
                    5/7/10

                  	 	$	5,000	 
	
                    5/14/10

                  	 	$	5,000	 
	
                    5/21/10

                  	 	$	5,000	 
	
                    5/28/10

                  	 	$	5,000	 
	
                    6/4/10

                  	 	$	30,000	 
	
                    6/11/10

                  	 	$	5,000	 
	
                    6/18/10

                  	 	$	5,000	 
	
                    6/25/10

                  	 	$	5,000	 
	
                    7/2/10

                  	 	$	5,000	 
	
                    7/9/10

                  	 	$	5,000	 
	
                    7/16/10

                  	 	$	5,000	 
	
                    7/23/10

                  	 	$	5,000	 
	
                    7/30/10

                  	 	$	5,000	 
	
                    8/4/10

                  	 	$	25,000	 
	
                    8/6/10

                  	 	$	5,000	 
	
                    8/13/10

                  	 	$	5,000	 
	
                    8/20/10

                  	 	$	5,000	 
	
                    8/27/10

                  	 	$	5,000	 
	
                    9/3/10

                  	 	$	5,000	 
	
                    9/10/10

                  	 	$	5,000	 
	
                    9/17/10

                  	 	$	5,000	 
	
                    9/24/10

                  	 	$	5,000	 
	
                    10/1/10

                  	 	$	30,000	 
	
                    10/8/10

                  	 	$	5,000	 
	
                    10/15/10

                  	 	$	5,000	 
	
                    10/22/10

                  	 	$	5,000	 
	
                    10/29/10

                  	 	$	5,000	 
	
                    11/5/10

                  	 	$	5,000	 
	
                    11/12/10

                  	 	$	5,000	 


          

        

      


      
        
           


        

        
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                        11/19/10

                      	 	$	5,000	 
	
                        11/24/10

                      	 	$	5,000	 
	
                        12/3/10

                      	 	$	30,000	 
	
                        12/10/10

                      	 	$	5,000	 
	
                        12/17/10

                      	 	$	5,000	 
	
                        12/24/10

                      	 	$	5,000	 
	
                        12/31/10

                      	 	$	5,000	 
	
                        1/7/11

                      	 	$	5,000	 
	
                        1/14/11

                      	 	$	5,000	 
	
                        1/21/11

                      	 	$	5,000	 
	
                        1/28/11

                      	 	$	5,000	 
	
                        1/31/11

                      	 	$	25,000	 
	
                        2/4/11

                      	 	$	5,000	 
	
                        2/11/11

                      	 	$	5,000	 
	
                        2/18/11

                      	 	$	5,000	 
	
                        2/25/11

                      	 	$	5,000	 
	
                        3/4/11

                      	 	$	5,000	 
	
                        3/11/11

                      	 	$	5,000	 
	
                        3/18/11

                      	 	$	5,000	 
	
                        3/25/11

                      	 	$	5,000	 
	
                        4/1/11

                      	 	$	30,000	 
	
                        4/8/11

                      	 	$	5,000	 
	
                        4/15/11

                      	 	$	5,000	 
	
                        4/22/11

                      	 	$	5,000	 
	
                        4/29/11

                      	 	$	5,000	 
	 
      	 	 	 	 
	
                        Total

                      	 	$	520,000.00	 


              

            

          

        

      


      
        
           


        

        
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      EXHIBIT
B

      (Employment
Agreement)

      


      See
Attached

       

      
        
          
          

        

        
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