exh10_43.htm


  
     

     

    Exhibit 10.43

    
STOCK
PURCHASE AGREEMENT

    This Stock Purchase
Agreement (the “Agreement”) is made as of this 15th day of May, 2008 by and
among Tri-State Employment Services, Inc. a Nevada
corporation with offices located at 160 Broadway, 15 Floor, New York, NY 10038
(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 1,000,000 shares
of the Company’s Common Stock, $0.0001 par value;

     

    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, 1,000,000 shares of the Company’s Common
Stock, $0.0001 par value (the “Shares”) for an aggregate purchase price (the
“Purchase Price”) of TWO HUNDRED THOUSAND and 00/100 DOLLARS
($200,000)

     

    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
Delaware.

     

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

    (c)        The Shares of Common Stock
sold and issued to the Buyer pursuant to this Agreement are duly authorized,
validly issued and non-assessable.  Upon payment of the purchase price, the
shares also shall be fully paid.

     

    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 without being
furnished any prospectus.

     

    (b)        The Shares have been
acquired for investment and not with a view to the resale or distribution of
such securities.  Such Shares are being 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 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.

     

    (d)        The Buyer understands that
none of the 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.

     

    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.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Stephen
      DelVecchia	 
	 	 	Name:
      Stephen DelVecchia 	 
	 	 	Title:
      Chief Financial Officer 	 
	 	 	 	 


    

     

     

    
      	 	Tri-State
      Employment Services, Inc.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert
      Cassera	 
	 	 	Name:
      Robert Cassera 	 
	 	 	Title:
      President