exhibit_10-13.htm


    Exhibit
      10.13

    


    PROMISSORY
      NOTE                                                                                 DATED:
      April 1,
      2006

    


    $300,000

    


    FOR
      VALUE RECEIVED the undersigned, AccountAbilities Inc.**
whose address is 500 Craig Road, Suite 201,
      Manalapan, New Jersey
      07726 respectively promises to pay to the order of NGA Inc,
      with residence at 21 Nelson Avenue, Hicksville, NY 11801, the
      sum of  Three Hundred Thousand
      Dollars  ($300,000) with interest thereon at
(1%) per month on or before due date is April
      1,
      2007.  If this Note is not paid at maturity (whether at the stated
      maturity, by acceleration or otherwise), then it shall bear interest thereafter
      payable on demand, at the maximum rate per annum allowed at such time by law,
      to
      be charged by Payee to Maker on the unpaid principal amount
      hereof.  Maker agrees to pay all costs and expenses, including without
      limitation, reasonable attorney’s fee’s, at any time paid or incurred by Payee,
      in collecting the indebtedness or any part thereof represented by this Note
      or
      in realizing upon the property securing the payment of this Note.

    


    This
      Note
      may be prepaid in whole or in part without any penalty at any time, interest
      to
      the date of prepayment.

    


    The
      balance due under this Note shall immediately become due and payable upon the
      happening of the following event:

    


    (a)           The
      filing by or against Maker of any petition in voluntary or involuntary
      bankruptcy; any attachment, sequestration or appointment of the receiver with
      respect to the assets of Maker; commencement of any similar proceeding under
      the
      laws of any jurisdiction; unless vacated or bonded within ninety (90)
      days.

    


    Any
      provisions hereof which may prove unenforceable under any law shall not effect
      the validity of any other provision hereof.

    


    This
      Note
      may not be changed or terminated orally.

    


    The
      maker
      hereby waives presentment for payment, demand, notice of demand, notice of
      nonpayment or dishonor, protest and notice of protest of this Note, and all
      other notices in connection with the delivery, acceptance, performance default
      or enforcement of the payment of this Note.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    PROMISSORY
      NOTE – PAGE TWO

    


    This
      Note shall be binding upon and
      shall accrue to the benefit of the parties hereto and their respective heirs,
      distributes, next-of-kin, legal representatives and assigns.

    


    This
      Note shall be governed by and
      construed in accordance with the laws of the State of New York.

    


    The
      attached amendment is part of this
      note.

    


    
      	 	AccountAbilities,
              Inc.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Allan
              Hartley	 
	 	 	Name: 
Allan
              Hartley 	 
	 	 	Title:
              President 	 
	 	 	 	 




     

    **
      Also unconditionally and personally guaranteed by the
      following:

     

    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Jeff
              Raymond	 
	 	 	Jeff
              Raymond, Personally and Individually 	 
	 	 	
              Address: 
                16 Holland Lane

              Colts Neck, NJ 07722

            	 
	 	 	 D.O.B.
              #    	 
	 	 	 S.S.
              #	 




    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Ron
              Shapss	 
	 	 	Ron
              Shapss, Personally and Individually 	 
	 	 	
              Address:  75
                Montebello Road

              Suffern, NY 10901

            	 
	 	 	 D.O.B.
              #    	 
	 	 	 S.S.
              #	 




    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Jim
              Zimbler	 
	 	 	Jim
              Zimbler, Personally and Individually 	 
	 	 	
              Address:  337
                Glen Gary Lane

              State College, PA 16801

            	 
	 	 	 D.O.B.
              #    	 
	 	 	 S.S.
              #	 



      	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Allan
              Hartley	 
	 	 	Allan
              Hartley, Personally and Individually 	 
	 	 	
              Address:  71
                Alba Road

              Wellesley, MA 02481

            	 
	 	 	 D.O.B.
              #    	 
	 	 	 S.S.
              #	 


    

    


     

    *
      : DUE ON DEMAND


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    AMENDMENT

    


    


    
      	
              1)  

            	
              Barbara
                Goldstein will immediately receive 500,000 (pre-split) shares of
                AccountAbilities Inc. stock for arranging this
                loan.

            


    

    


    
      	
              2)  

            	
              Norman
                Goldstein will be appointed to the board of
                directors.

            


    

    


    
      	
              3)  

            	
              NGA
                Inc. will have an option (on or prior to April 1, 2009) to convert
                the
                principal of this note into AccountAbilities Inc. stock at the following
                prices:

            


    

    


    a.
      $100k                                      $0.40                                250,000
      shares

    b.
      $100k                                      $0.55                                181,818
      shares

    c.
      $100k                                      $0.75                                133,333
      shares

    


    *This
      price is subject to review at a lower cost to NGA.

     

    4