Exhibit
10.38









EXHIBIT
A-1




THE
INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE AND ANY RIGHTS OR REMEDIES
HEREUNDER SHALL BE SUBORDINATE TO MAKER’S PRESENT AND FUTURE BANK AND OTHER
FINANCIAL INSTITUTION DEBT AND OTHER SENIOR DEBT INCURRED OR TO BE INCURRED BY
MAKER.




THE
PAYMENTS UNDER THIS PROMISSORY NOTE ARE SUBJECT TO OFFSET PURSUANT TO SECTION
5.7 OF THE ASSET PURCHASE AGREEMENT ENTERED INTO ON FEBRUARY 26, 2007 BETWEEN
MAKER AND LENDER.




Subordinated
Promissory Note




U.S.
$100,000.00 February 28, 2008


Manalapan,
NJ




FOR VALUE
RECEIVED, ACCOUNTABILITIES, INC., a Delaware corporation (hereinafter referred
to as the "Maker") promises to pay to the order of RESTAFF, INC., a California
corporation (hereinafter referred to as the "Lender"), at 2401 Waterman
Boulevard, Suite A3, Fairfield, California 94533, or at such address as Lender
may designate from time to time, the principal sum of One Hundred Thousand and
00/100 Dollars ($100,000.00), together with interest thereon at the rate of six
percent (6%) per annum on March 5, 2009.




This
Promissory Note (the “Note”) is made pursuant to the provisions of that certain
Asset Purchase Agreement, dated as of February 26, 2007, by and between Maker
and Lender (the "Asset Purchase Agreement").  Any payment under this
Note may be offset pursuant to the terms of Section 5.7 of the Asset Purchase
Agreement.  The capitalized terms herein not otherwise defined, shall
have the meaning given to such terms in the Asset Purchase
Agreement.




Notwithstanding
anything to the contrary set forth above, if the Maker raises $2,500,000 or more
in a private offering of equity securities prior to March 5, 2009, the Maker
shall pay the balance of the note of One Hundred Thousand Dollars ($100,000) and
accrued interest to Lender no later than 30 days after the completion of such
private offering, in full satisfaction of its obligations under this
Note.




Payments
of the amounts due hereunder shall be made in lawful money of the United States
which shall be legal tender in payment of all debts, public and private, at the
time of payment.







The
indebtedness represented by this Note and any rights and remedies hereunder
shall be subordinate to Maker’s present and future bank and other financial
institution debt and other senior debt incurred or to be incurred by Maker and
the indebtedness set forth on Schedule 1.2(a) of the Asset Purchase Agreement,
provided however that this Note shall rank senior to all future acquisition
indebtedness.




Maker
will be in default under this Note if it fails to make payment of any amount due
hereunder within ten (10) days of the applicable due date.




Upon any
default under this Note, with such default continuing for a period of thirty
(30) days after written notice to the Maker of such default, interest will
accrue, commencing at the end of such thirty (30) day period, at an annual rate
equal to the lesser of eighteen percent (18%) or the maximum rate of interest
permitted by applicable law.  Any property of the Maker or of any
endorser held by the Lender hereof may be applied by the Lender to any sums due
and unpaid pursuant to this Note.




As to
this Note and any other instrument securing the indebtedness, the Maker and all
guarantors and endorsers severally waive all notice of acceleration,
presentment, protest and demand, dishonor and non-payment of this Note, and
expressly agreed that the maturity of this Note, or any payment hereunder, may
be extended from time to time without in any way affecting the liability of the
Maker and all guarantors and endorsers.




Should it
become necessary to collect this Note through an attorney, the Maker and any
surety, endorser or guarantor of this Note hereby agrees to pay all costs and
expenses of collection, including reasonable attorneys' fees and any attorneys'
fees incurred in appellate, bankruptcy or post-judgment
proceedings.




This Note
shall be governed by and construed in accordance with the laws of the State of
New Jersey without regard to conflicts of law principles.  The Maker
and Lender agree to submit to the exclusive jurisdiction of the New Jersey state
courts located in Monmouth County, New Jersey to enforce the terms of this
Note.




The Maker
acknowledges and agrees that this Note has been signed and delivered in exchange
for valuable consideration.




This Note
may be prepaid in whole or in part at any time prior to the due date without
penalty.




This Note
may not be changed orally, but only by an agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification or discharge
is sought.




This Note
shall not be transferred, sold, assigned, pledged, hypothecated or otherwise
disposed of by Lender without the prior written consent of the
Maker.  Maker shall not sell, transfer, assign or otherwise dispose of
this Note without the prior written consent of the Lender; provided that Maker
may assign this Note to a subsidiary or affiliate of Maker as long as Maker
remains liable for the obligations hereunder.







The term
"Maker" as used herein in every instance shall include the successors and
assigns of Maker.






ACCOUNTABILITIES,
      INC.By:
              /s/ Stephen
      DelVecchiaName: 
      Stephen DelVecchiaTitle: 
      Chief Financial Officer





RESTAFF
      SERVICES, INC.By:
            /s/ Rhonda
      FariaName: 
      Rhonda FariaTitle: 
      President