exh10_44.htm


  
    
      Exhibit
10.44

       

      STOCK
PURCHASE AGREEMENT

       

      This Stock Purchase
Agreement (the “Agreement”) is made as of this 29th day of April, 2008 by and
among _____________________ an individual
residing at _______________ (the “Buyer”) and Accountabilities, Inc., a Delaware
corporation (the “Company”) with offices located at 195 Route 9 South, Suite
109, Manalapan, New Jersey 07726.

      WHEREAS, the Buyer
wishes to buy and the Company wishes to sell ___________ shares of the Company’s
Common Stock;

      NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

      1.         Purchase of
Shares .  The Company hereby sells to the Buyer, and the Buyer
hereby purchases from the Company, ___________  shares of the Company’s
Common Stock (the “Shares”) for an aggregate purchase price (the “Purchase
Price”) of _______ THOUSAND and 00/100 DOLLARS ($__,000)

      2.         Representations of the Company .  The Company
hereby represents and warrants to the Buyer as follows:

      (a)        The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey.

      (b)        The Shares represent
approximately one tenth of one percent (0.1%) of the Company’s outstanding
Common Stock as of the date hereof.

      (c)        The Company has the full
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder.

      (d)        The Shares of Common Stock
sold and issued to the Buyer pursuant to this Agreement are duly authorized,
validly issued and non-assessable and the shares of Common Stock issuable upon
the exercise of the Warrant ( the “Warrant Shares”), when issued in accordance
with the terms of the Warrant, will be duly authorized, validly issued and
non-assessable.

      3.         Representations of the Buyer.   The Buyer hereby
represents and warrants to the Company as follows:

      (a)        The Company has made
available to the Buyer the opportunity to ask questions of, and receive answers
from, the officers of the Company concerning the Company and its business. 
The Buyer acknowledges that he/she has purchased the Shares and Warrant without
being furnished any prospectus.

      (b)        The Shares and Warrant have
been acquired for investment and not with a view to the resale or distribution
of such securities or the Warrant Shares .  Such Shares  and Warrant
are being acquired, and any Warrant Shares will be acquired, by the Buyer for his/her
own account and with his/her own funds, and no other person shall have a direct
or indirect beneficial interest in such securities.

      (c)        The Buyer has adequate net
worth to bear the risks of this investment and has adequate means of providing
for his/her current needs and foreseeable personal contingencies, have no need
for liquidity in this investment, and anticipates no need now or in the
foreseeable future to sell the Shares, the Warrant or the Warrant
Shares.

      (d)        The Buyer understands that
the Company engages in a highly competitive business and there can be no
assurance that it will be able to operate profitably. This investment is highly
speculative investment and involves a high degree of risk and is not recommended
for any investor who cannot afford the risk of losing his/her entire investment.


      (e)        The Buyer understands that
none of the Shares, the Warrant or the Warrant Shares have been registered under
the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an
exemption for private offerings.  Because the Company has no obligation to
effect such registration, the Buyer may have to continue to bear the economic
risk of their ownership of such securities for an indefinite period; and Buyer
will not be permitted to transfer any of such securities in the absence of an
opinion of counsel, if requested, satisfactory to the Company that registration
is not required under the Securities Act and under applicable state securities
laws.

      (f)         The Buyer is an
“Accredited Investors” as such term is defined in Rule 501 promulgated under the
Securities Act, and has such knowledge and experience in financial and business
matters that he/she is capable of evaluating the merits and risks of the
transaction contemplated hereby.

      (g)        The Buyer has been advised
by the Company to consult with his/her own personal tax advisor to determine the
effect of an investment in the Company on his/her Federal and state income tax
status.

      4.         Governing
Law.   This Agreement and its validity, construction and
performance shall be governed in all respects by the laws of the State of
Delaware, without giving effect to principles of conflict of laws.

      5.         Severability.   If any provisions of this Agreement
or the application of any provision hereof to any person or circumstance is held
invalid, the remainder of this Agreement and the application of such provision
to other persons or circumstances shall not be affected unless the
provision held invalid shall substantially impair the benefits of the remaining
portions of this Agreement.

      6.         Benefit of
Parties, Assignment.   This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective personal
representatives, heirs, successors and assigns.  This Agreement may not be
assigned by any party hereto except with the prior written consent of the other
party hereto.

      7.         Headings.   The headings in the sections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.

      8.         Construction.   As used in this Agreement, words in
the singular shall be construed as including the plural and vice versa and words
in one gender shall include all genders unless the context shall clearly require
otherwise.

      9.         Counterparts.   This Agreement may be executed in
one or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.

      IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be executed as of the day and
year first above written.

      
        
          	ACCOUNTABILITIES,
      INC.         	 	 	BUYER 	 
	
                  /s/

                	 	 	
                  /s/
      

                	 
	
                  Name:

                	 	 	
                  Name: 

                	 
	
                  Title: 

                	 	 	
                  Social
      Security Number: