ex10_23.htm


    Exhibit
10.23

     

    
 

    TEMPORARY
FORBEARANCE AGREEMENT

    


    THIS
TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of October 31,
2007 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,
2007 and ending on the earlier of October 31, 2008 (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;


    
      
         


      

      
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    (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.

    



    
      
         


      

      
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    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/ Allan
Hartley

    Name:  Allan
Hartley

    Title: 
President

    


    


    ___________________________

    


    


    By:  /s/ Bernard
Freedman

    Name:  Bernard
Freedman

     

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