exhibit_10-2.htm


    Exhibit
      10.2

     

    WARRANT
      TO PURCHASE

    SHARES
      OF

    ACCOUNTABILITIES,
      INC.

     

    NEITHER
      THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
      LAWS.  THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
      VIEW TO DISTRIBUTION OR RESALE, AND NEITHER THIS WARRANT NOR ANY SECURITIES
      PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
      1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY
      SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
      ACT
      AND LAWS.

     

    _________________________

     

    This
      is
      to certify that, FOR VALUE RECEIVED, __________________ (the “Holder”) or
      registered assigns is entitled to purchase, subject to the provisions of this
      Warrant, from Accountabilities, Inc., a Delaware corporation (the
“Corporation”), ___________________ (________) shares of the Corporation’s
      Common Stock, $.0001 par value per share (the “Common Stock”), at an exercise
      price of seventy-five cents ($.75) per share (the “Warrant Price”), at any time
      prior to 5:00 p.m. New York City time on March 15, 2009 (the “Expiration Date”),
      at which time this Warrant shall expire and become void.  The number
      of shares to be received upon the exercise of this Warrant and the price to
      be
      paid for each share shall be adjusted from time to time as hereinafter set
      forth.  The shares or other securities or property deliverable upon
      such exercise, as adjusted from time to time, are hereinafter sometimes referred
      to as “Warrant Shares” and the exercise price of a share in effect at any time
      and as adjusted from time to time is hereinafter sometimes referred to as the
      “Warrant Price.”  Unless the context otherwise requires, the term
“Warrant” or “Warrants” as used herein includes this Warrant and any other
      Warrant or Warrants which may be issued pursuant to the provisions of this
      Warrant, whether upon transfer, assignment, partial exercise, divisions,
      combinations, exchange or otherwise, and the term “Holder” includes any
      transferee or transferees or assignee or assignees of the Holder named above,
      all of whom shall be subject to the provisions of this Warrant, and, when used
      with reference to Warrant Shares, means the holder or holders of such Warrant
      Shares.

     

    Section
      1.  Exercise.  This
      Warrant may be exercised in whole or in part at any time or from time to time
      before 5:00 P.M., New York City Time, on the Expiration Date, or if such day
      is
      a day on which Federal or State chartered banking institutions located in the
      State of New Jersey are authorized by law to close, then on the next succeeding
      day which shall not be such a day, by presentation and surrender hereof to
      the
      Corporation at its principal office, with the Purchase Form annexed hereto
      duly
      executed and accompanied by payment, in cash or certified or official bank
      check
      payable to the order of the Corporation, of the aggregate Warrant Price for
      the
      number of Warrant Shares specified in such form.  If this Warrant
      should be exercised in part only, the Corporation shall, upon presentation
      of
      this Warrant upon such exercise, execute and

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    deliver
      a
      new Warrant, dated the date hereof, evidencing the rights of the Holder thereof
      to purchase the balance of the Warrant Shares purchasable hereunder under the
      same terms and conditions as herein set forth.  Upon and as of receipt
      by the Corporation of this Warrant at its office, in proper form for exercise
      and accompanied by payment as herein provided, the Holder shall be deemed to
      be
      the holder of record of the Warrant Shares issuable upon such exercise and
      admitted as a shareholder of the Corporation, notwithstanding that the transfer
      books of the Corporation shall then be closed.

     

    Section
      2.  Reservation
      of Shares.  The Corporation hereby agrees that at all times until
      expiration of this Warrant there shall be reserved for issuance and/or delivery
      upon exercise of this Warrant such number of shares of Common Stock as shall
      be
      required for issuance or delivery upon exercise of this Warrant.

     

    
      	
                
                Section 3.  

            	
              Exchange
                or Loss of Warrant.

            


    

     

    3.1  This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Corporation at its principal office,
      for other Warrants of different denominations entitling the Holder thereof
      to
      purchase in the aggregate the same number of Warrant Shares purchasable
      hereunder on the same terms and conditions as herein set forth.

     

    3.2  Upon
      receipt by the Corporation of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Corporation will execute and
      deliver a new Warrant of like tenor and date and any such lost, stolen, or
      destroyed Warrant shall thereupon become void.  Any such new Warrant
      executed and delivered shall constitute an additional contractual obligation
      on
      the part of the Corporation, whether or not the Warrant so lost, stolen,
      destroyed or mutilated shall be at any time enforceable by anyone.

     

    Section
      4.  Adjustment
      of Warrant Price and Number of Warrant Shares.  The Warrant Price
      and the number and kind of securities purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the happening
      of
      certain events or as otherwise provided in this Section 4.  The
      Warrant Price in effect at any time and the number and kind of securities
      purchasable upon exercise of this Warrant shall be subject to adjustment as
      follows:

     

    4.1  Share
      Dividends, Reclassification and Recapitalization.  In case the
      Corporation shall (i) pay a dividend or make a distribution on all of its
      outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide,
      reclassify or recapitalize its outstanding shares of Common Stock into a greater
      number of shares, or (iii) combine, reclassify or recapitalize its outstanding
      shares of Common Stock into a smaller number of shares, the Warrant Price in
      effect at the time of the record date for such dividend or distribution or
      on
      the effective date of such subdivision, combination, reclassification or
      recapitalization and the number of shares issuable upon the exercise of this
      Warrant shall, if necessary to give equitable effect to the Holder, be
      proportionately adjusted and the Holder of any Warrant exercised after such
      date
      shall be entitled to receive the aggregate number and kind of shares which,
      if
      such Warrant had been exercised

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    immediately
      prior to such time, the Holder would have owned upon such exercise and been
      entitled to receive upon such dividend, subdivision, combination,
      reclassification or recapitalization.  Such adjustment shall be made
      successively whenever any event listed in this Section 4.1 shall
      occur.

     

    4.2  Notice
      of Adjustment.  Whenever the number of Warrant Shares purchasable
      upon the exercise of this Warrant or the Warrant Price of such Warrant Shares
      is
      adjusted, as herein provided, the Corporation shall file in the custody of
      its
      Secretary or an Assistant Secretary at its principal office, an officer’s
      certificate setting forth the number of Warrant Shares purchasable upon the
      exercise of this Warrant and the Warrant Price of the Warrant Shares after
      such
      adjustment, setting forth a brief statement of the facts requiring such
      adjustment and setting forth the computation by which such adjustment was
      made.  Each such officer’s certificate shall be made available at all
      reasonable times for inspection by the Holder of this Warrant and the
      Corporation shall, forthwith after each such adjustment, mail a copy of such
      certificate to such Holder by first-class mail, postage prepaid.

     

    4.3  No
      Adjustment for Distributions.  No adjustment in respect of any
      cash distributions by the Corporation shall be made during the term of this
      Warrant or upon exercise of this Warrant.

     

    4.4  Purchase
      Rights Upon Reorganization, Merger, Consolidation, etc.  In the
      event of any capital reorganization of the Company (other than an event referred
      to in Section 4.1), or in case of the consolidation of the Company with, the
      merger of the Company with or into or the sale of all or substantially all
      of
      the properties and assets of the Company to any other person, if in connection
      therewith consideration other than cash is payable to the company or holders
      of
      Common Stock (or other securities or property purchasable upon exercise of
      this
      Warrant) in exchange therefore, this Warrant shall remain subject to the terms
      and conditions set forth in this Warrant and this Warrant shall, after such
      capital reorganization, consolidation, merger or sale be convertible into the
      number of shares of stock or other securities or assets to which a holder of
      the
      number of shares of Common Stock receivable (at the time of such capital
      reorganization, reclassification of such Common Stock, consolidation, merger
      or
      sale) upon exercise of this Warrant would have been entitled if this Warrant
      had
      been exercised immediately prior to such capital reorganization,
      reclassification of such Common Stock, consolidation, merger or sale; and in
      any
      such case, if necessary, the provisions set forth in this Warrant with respect
      to the rights and interests thereafter of the Warrantholder shall be
      appropriately adjusted so as to be applicable, as nearly as may reasonably
      be,
      to any shares of stock or other securities or assets thereafter deliverable
      on
      the exercise of this Warrant.  The Company shall not effect any such
      consolidation, merger or sale, unless prior to or simultaneously with the
      consummation thereof, the successor corporation (if other than the Company)
      resulting from such consolidation or merger or the corporation purchasing such
      assets or the appropriate corporation or entity shall assume, by written
      instrument, the obligation to deliver to the Warrantholder the shares of stock,
      securities or assets to which the Holder may be entitled pursuant to this
      Section 2(e).

     

    4.5  Cash
      Transactions; Dissolution.  Notwithstanding Section 4.4, (i) if
      the Company merges or consolidates with, or sells all or substantially all
      of
      its property and assets to, any other person and consideration is payable to
      holders of Common Stock in exchange for their Common Stock in connection with
      such merger, consolidation or sale which consists solely of cash, or
      (ii)

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    in
      the
      event of the dissolution, liquidation or winding up of the Company, then the
      Warrantholder may exercise this Warrant immediately prior to such event and
      participate as a holder of Common Stock (or other securities issuable upon
      exercise of this Warrant) with respect to such event.  Upon receipt of
      such payment at the option of the Warrantholder, if any, the rights of the
      Warrantholder shall terminate and cease and this Warrant shall be deemed
      exercised in full.  In case of any such merger, consolidation or sale
      of assets, the surviving or acquiring person and, in the event of any
      dissolution, liquidation or winding up of the Company, the Company, shall
      promptly, after receipt of this surrendered Warrant, make payment by delivering
      a check in such amount as is appropriate (or, in the case of consideration
      other
      than cash, such other consideration as is appropriate) to such person as it
      may
      be directed in writing by the Warrantholder surrendering this
      Warrant.

     

    Section
      5.  No
      Rights as Shareholder; Notices to Shareholders.  Nothing contained
      in this Warrant shall be construed as conferring upon the Holder or any
      transferee the right to vote or to receive distributions or to consent or to
      receive notice as a shareholder in respect of any meeting of shareholders for
      the election of directors of the Corporation or any other matter, or any rights
      whatsoever as a shareholder of the Corporation, prior to the valid exercise
      of
      this Warrant .

     

    Section
      6.  Notice
      of Certain Proposed Actions.  In case at any time after this
      Warrant becomes exercisable the Corporation shall propose:

     

    (a)  to
      pay or
      make any distribution to all holders of its Common Stock; or

     

    (b)  to
      issue
      any rights, warrants or other securities to all holders of its Common Stock
      entitling them to purchase any additional shares or any rights, warrants or
      other securities; or

     

    (c)  to
      effect
      any reclassification or change of outstanding shares of Common Stock, or any
      consolidation, merger, sale, lease or conveyance of property described in
      Section 4; or

     

    (d)  to
      effect
      any liquidation, dissolution or winding-up of the Corporation;

     

    then,
      and
      in any one or more of such cases, the Corporation shall give written notice
      thereof, by registered mail, postage prepaid, to the Holder, at the Holder’s
      address as it shall appear in the books and records of the Corporation, mailed
      at least 10 days prior to the earlier to occur of (i) the date as of which
      the
      holders of record of shares of Common Stock to be entitled to receive any such
      distribution, rights, warrants or other securities are to be determined, or
      (ii)
      the date on which any such reclassification, change of its outstanding shares
      of
      Common Stock, consolidation, merger, sale, lease, conveyance of property,
      liquidation, dissolution, or winding up is expected to become effective, and
      the
      date as of which it is expected that holders of record of shares of its Common
      Stock, as the case may be, shall be entitled to exchange their shares or
      warrants for securities or other property, if any, deliverable upon such
      reclassification, change of

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    outstanding
      shares, consolidation, merger, sale, lease, conveyance of property, liquidation,
      dissolution, or winding up.

     

    Section
      7.  Transfer
      to Comply with the Securities Act of 1933.

     

    7.1  Neither
      this Warrant nor the Warrant Shares may be sold or otherwise disposed of except
      to a person who, in the opinion of counsel in form and substance satisfactory
      to
      the Corporation, is a person to whom this Warrant or the Warrant Shares may
      be
      legally transferred within the terms of this Warrant and without registration
      and without the delivery of a current prospectus with respect thereto under
      the
      Securities Act of 1933, as amended, and then only against receipt of an
      agreement of such person to comply with the provisions of this Section 7 with
      respect to any resale or other disposition of such Warrant or Warrant Shares
      unless, in the opinion of counsel, such agreement is not required;
      or

     

    7.2  Each
      certificate for Warrant Shares, if any, or for any other security issued or
      issuable upon exercise of this Warrant shall contain a legend on the face
      thereof, in the form and substance satisfactory to counsel of the Corporation,
      setting forth the restrictions on transfer thereof contained in Section 7.1
      hereof.

     

    Section
      8.  Governing
      Law.  This Warrant shall be construed in accordance with the laws
      of New Jersey applicable to contracts executed and to be performed wholly within
      such state.

     

    Section
      9.  Notice.  Notices
      and other communications to be given to the Holder of the Warrants evidenced
      by
      this certificate shall be deemed to have been sufficiently given, if delivered
      or mailed, addressed in the name and at the address of such owner appearing
      on
      the records of the Corporation, and if mailed, sent registered or certified
      mail, postage prepaid.  Notices or other communications to the
      Corporation shall be deemed to have been sufficiently given if delivered by
      hand
      or mailed postage prepaid, to the Corporation at  500 Craig Road,
      Suite 201, Manalapan, New Jersey 07726.

     

    IN
      WITNESS WHEREOF, the Corporation has executed this Warrant as of the ___
      day of ____________, 2007.

     

    
      	 	ACCOUNTABILITIES,
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

    


     

    


     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    PURCHASE
      FORM

     

    
      	
               

            	
              (To
                be executed by the holder of the Warrant if he (it) desires to exercise
                the Warrant in whole or in part)

            


    

     

    TO:
      ACCOUNTABILITIES, INC.

     

    The
      undersigned, whose Social Security or other identifying number is
      ________________, hereby irrevocably elects the right of purchase represented
      by
      the within Warrant for, and to purchase thereunder, ______________ Shares
      provided for therein and tenders payment therewith to the order of
      ACCOUNTABILITIES, INC., in the amount of $_____________.  The
      undersigned requests that certificates, if any, for such Shares be issued as
      follows:

     

    
      

        
          	
                  Name:

                
	
                  Address:

                
	
                  Deliver
                    to:

                
	
                  Address:

                


        

and,
        if
        said number of Shares shall not be all the Shares purchasable hereunder,
        that a
        new Warrant for the balance remaining of the Shares purchasable under the
        within
        Warrant be registered in the name of, and delivered to, the undersigned at
        the
        address stated below:

    

     

    Address:                                                                                                                                

     

    
      	
              Dated:

            	
              Signature____________________________

            


    

     

    
      	
               

            	
              (Signature
                must conform in all respects to the name of the Holder of the Warrant,
                without alteration, enlargement or any change whatsoever, and the
                signature must be guaranteed in the usual
                manner).

            


    

     

    Signature
      Guaranteed:

     

    6