Exhibit
10.46
 
 
 TEMPORARY
FORBEARANCE AGREEMENT
 
 THIS TEMPORARY FORBEARANCE AGREEMENT
(this "AGREEMENT"), dated as of October 31, 2008 is among Accountabilities,
Inc. (the “Company”) and Bernard Freedman (the “Holder”). Capitalized terms not
otherwise defined herein shall have the meanings specified in the Notes (as
defined below).
 
 WHEREAS, on March 31, 2006, the Company
issued an aggregate of $175,000 principal amount of Promissory Notes due January
30, 2007 (collectively, as amended from time to time, the "Notes") to the
Holder;
 
 WHEREAS, the Company has requested, and
the Holder has agreed, subject to the terms and conditions set forth in this
Agreement, for the period commencing on October 31, 2008 and ending on the
earlier of October 31, 2009 (the "PAYMENT DATE") or a Restructuring (as
defined in Section 3) (the "WAIVER PERIOD"), (i) to waive any Default or Event
of Default existing solely as a result of the failure of the Company to pay to
such Holder any amounts due to such Holder in accordance with the Notes, and
(ii) that it shall refrain from exercising its rights and remedies against the
Company in connection with the Company's failure to pay such
amounts.
 
 NOW, THEREFORE, in consideration of the
premises and the mutual covenants and agreement of the parties hereinafter set
forth, the parties hereto hereby agree as follows:
 
 1.           INTEREST
DURING WAIVER PERIOD: The Company acknowledges that interest shall accrue at the
rate of 16.25% per annum with respect to the Notes from the date each such
payment is due pursuant to the Notes until all such amounts are paid in
full.
 
 2.           STANDSTILL.
Holder hereby agrees that during the Waiver Period it will not exercise any
remedy under the Notes, at law or in equity, which it hereafter may have in
respect of any Default or Event of Default resulting solely from the failure of
the Company to pay to such Holder any amounts due under the Note.
 
 3.           RESTRUCTURING.
Both the Company and the Holder agree to use best efforts to amend the notes for
revised principal payment and interest terms mutually acceptable to both
parties, as soon as practicable before the Payment Date (the
“Restructuring”).
 
 4.           ABSENCE
OF WAIVER. The parties hereto agree that, except to the extent expressly set
forth herein, nothing contained herein shall be deemed to:
 (a) be a consent to, or waiver of, any
Default or Event of Default; or
 (b) prejudice any right or remedy which
any of the Holder may now have or may in the future have under the Notes or
otherwise, including, without limitation, any right or remedy resulting from any
Default or Event of Default.
 
 5.           REPRESENTATIONS.
Each party hereto hereby represents and warrants to the other parties
that:
  
  (a) if such party is a corporation or
partnership, as applicable, duly organized, validly existing, and in good
standing under the laws of the state of its incorporation or formation, as
applicable;
 
 (b) the execution, delivery and
performance of this Agreement by such party is within its corporate or trust
powers, as applicable, has been duly authorized by all necessary corporate or
trust action, as applicable, has received all necessary consents and approvals
(if any shall be required), and does not and will not contravene or conflict
with any provisions of law or of the charter or by-laws, or trust agreement, as
applicable, of such party or of any material agreement binding upon such party
or its property; and
 
 (c) this Agreement will be a legal,
valid and binding obligation of such party, enforceable against it in accordance
with its terms.
 
 6.           CONTINUING
EFFECT, ETC. Except as expressly provided herein, the Company hereby agrees that
the Notes shall continue unchanged and in full force and effect, and all rights,
powers and remedies of the Holder thereunder and under applicable law are hereby
expressly reserved.  The Company also hereby agrees that it will
apply, to the maximum extent possible, any net proceeds of greater than
$1,500,000 from any public or private offering by the Company in excess of the
amounts invested in the public or private offering by the Holder to pay to the
Holder any amounts due under the terms of the Note.
 
 7.           MISCELLANEOUS.
 
 (a) Section headings used in this
Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.
 
 (b) This Agreement may be executed in
any number of counterparts and by the different parties on separate counterparts
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
agreement.
 
 (c) This Agreement shall be a contract
made under and governed by the laws of the State of New Jersey.
 
 (d) All obligations of the Company and
rights of the Holder expressed herein shall be in addition to and not in
limitation of those provided by applicable law.
 
 (e) This Agreement shall be binding
upon the Company, the Holder and their respective successors and assigns, and
shall inure to the benefit of the Company, the Holder and their respective
successors and assigns.
 
 (f) All amendments or modifications of
this Agreement and all consents, waivers and notices delivered hereunder or in
connection herewith shall be in writing.
 
 8.           WAIVER
OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
 
 
 
  
  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the date first above
written.
 
 Accountabilities,
      Inc.By:
              /s/ Jeffrey
      J. RaymondName: 
      Jeffrey J. RaymondTitle: 
      Chief Executive Officer
 By:
              /s/ Bernard
      FreedmanName: 
      Bernard Freedman