exhibit_10-4.htm


    Exhibit
      10.4

    
 

    EXECUTIVE
      VICE PRESIDENT

    EMPLOYMENT
      AGREEMENT

    


    


    


    AGREEMENT
      made as of this 30__th day of
      January,
      2007, by and between Accountabilities, Inc. (referred to herein
      as “Employer” or “Company”) with a principal place of business at 500 Craig
      Road, Suite 201, Manalapan, New Jersey 07726 and Mark S. Levine
(herein “Employee”) residing at 1507 Victoria Isle Way, Weston, Florida
      33327.

    


    NOW,
      THEREFORE, in consideration of the foregoing, and intending to be
      legally bound, the parties mutually agree as follows:

    


    1.           Employment

    


    Employer
      agrees to employ Employee, and Employee hereby accepts such
      employment.  This Agreement shall commence on the date hereof and
      shall remain in effect for an indefinite time or until terminated by either
      party.  The Employee shall serve as Chief Operating
      Officer.  The Employee will be responsible
      for:

    


    
      	
               

            	
              ·

            	
              Managing
                and being accountable for both Sales and Operations to meet the expected
                growth and profit/loss expectations of the Company.  This
                includes hiring and termination of staff within the operating
                units.

            


    

    
      	
               

            	
              ·

            	
              Developing
                marketing and sales strategies within the Company to maximize
                profitability of current and future operating
                units.

            


    

    
      	
               

            	
              ·

            	
              Interfacing
                with client management and site management to achieve the overall
                facility
                performance objectives of major
                clients.

            


    

    
      	
               

            	
              ·

            	
              Interfacing
                with Accountabilities’ corporate and divisional management on a regular
                basis to report results, communicate concerns and develop continuing
                strategies.

            


    

    
      	
               

            	
              ·

            	
              Assessing
                operating units for staffing and training
                needs.

            


    

    
      	
               

            	
              ·

            	
              Organizing
                weekly meeting with Managers to review accounts and
                reports.

            


    

    
      	
               

            	
              ·

            	
              Selling
                new and re-activated accounts.

            


    

    
      	
               

            	
              ·

            	
              Troubleshooting
                issues and/or concerns.

            


    

    
      	
               

            	
              ·

            	
              Developing,
                recommending and implementing policies and
                procedures.

            


    

    
      	
               

            	
              ·

            	
              Assisting
                divisional management with development of yearly
                budgets.

            


    

    
      	
               

            	
              ·

            	
              Other
                duties as assigned.

            


    

    


    Employee
      may serve in such positions, undertake such duties and have such authority
      as
      the Company shall assign to the Employee in its sole and absolute
      discretion.  The Company has the right to change the nature, amount or
      level of authority and responsibility assigned to the Employee at any time,
      with
      or without cause.  The Company may also change the title or titles
      assigned to the Employee at any time, with or without cause.  The
      Employee agrees to devote substantially all of his working time and efforts
      to
      the business and affairs of the Company.  The Employee further agrees
      that he


    
      
         

      

      
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    shall
      not
      undertake any outside activities which create a conflict of interest with his
      duties to the Company, or which, in the judgment of the Board of Directors
      of
      the Company, interfere with the performance of the Employee’s duties to the
      Company.

    


    2.           Duty
      of Loyalty

    


    Employer
      and Employee agree to give each other two weeks notice of their intent to
      terminate this Agreement and their employment relationship.  The
      parties agree that this is an at-will relationship, which means that either
      of
      them can terminate the employment relationship at any time for any lawful
      reason.

    


    3.           Employee
      Warranties; Indemnification of Employer

    


    Employee
      warrants that he is free to enter into the terms of this Agreement and that
      he
      has no obligations inconsistent with unrestrained employment for
      Employer.  Employee further agrees that during this employment, he
      shall devote his full time and attention to the business of the
      Employer.  Employee shall not prepare for, undertake or discuss with
      other employees of Employer any business or professional employment of any
      kind
      which is competitive with Employer.  Employer acknowledges that, in
      the event that any prior employer or other third party makes a claim against
      Employer based on Employee entering into this Agreement or becoming employed
      by
      Employer, Employee shall defend, indemnify and hold Employer harmless from
      any
      and all such claims, or losses actually incurred by Employer, or Employer’s
      officers, employees or authorized agents, relative to Employee’s employment by
      Employer.  Employee shall also be responsible for any and all legal
      fees and other expenses incurred by Employer as a result of defending any such
      claims.  This provision shall also apply to any and all individuals
      that Employee personally may recruit to work for or on behalf of
      Employer.

    


    4.           Compensation
      and Benefits

    


    Salary
      and Bonuses.  The employee’s base salary shall be $230,000 per
      annum.  His bonus shall be a minimum of $25,000 or 2% of the companies
      EBITA whichever amount is greater, payable twelve months after signing this
      agreement.

    


    Stock
      Compensation.  The Executive shall be granted 500,000 options to
      purchase stock in the Company at $.005 per share.  These shares will
      vest at a rate of 100,000 per year.  If the employee is terminated
      without cause or terminates his own employment from the firm he may only
      purchase the shares that have vested.  If the majority of the Company
      is sold, then all shares will immediately become vested to
      employee.

    


    Expenses.  The
      employee will be reimbursed for all reasonable and customary expenses incurred
      by the employee performing services for the company. (i.e. employee cell phone,
      tolls, parking etc.)  In addition, the company will pay employee an
      $800 per month automobile allowance.


    
      
         

      

      
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    Health
      Benefits. The company will pay the full premium amount for the Employee and
      his family for medical dental and other future insurances selected by the
      employee.

    


    401K.  The
      employee will participate in the company 401k program and if a company matching
      program is created he will participate in that as well.

    


    Vacation  The
      Employee will be entitled to 4 weeks paid vacation per year.

    


    5.           Confidentiality
      and Trade Secrets

    


    Employee
      acknowledges that the manuals, methods, forms, techniques and systems which
      Employer owns, plans or develops, whether for its own use or for use by or
      with
      its clients, are confidential trade secrets and are the property of
      Employer.

    


    Employee
      further acknowledges that he will obtain access to confidential information
      concerning Employer’s clients, including their business affairs, special needs,
      preferred methods of doing business, methods of operation, key contact personnel
      and other data, all of which provides Employer with a competitive advantage
      and
      none of which is readily available except to employees of Employer.

    


    Employee
      further acknowledges that he will obtain access to the names, addresses,
      telephone numbers, qualifications, education, accomplishments, experience,
      availability, resumes and other data regarding persons who have applied or
      been
      recruited for temporary or permanent employment by Employer, as well as job
      order specifications and the particular characteristics and requirements of
      persons generally hired by a client, specific job listings, mailing lists,
      computer runoffs, financial and other information, all of which provides
      Employer with a competitive advantage and none of which is readily available
      except to employees of Employer.

    


    Employee
      agrees that all of the foregoing information regarding Employer’s methods,
      clients and employees constitutes valuable and proprietary trade secrets and
      confidential information of Employer (hereafter “Confidential
      Information”).

    


    6.           Termination
      Clauses and Non-Competition

    


    If
      the
      Employee is terminated for non- cause he is entitled to 3 months severance
      pay
      from the effective date of the termination.  If the employee
      terminates his own employment with a written two week notice he is not entitled
      to the severance mentioned above.

    


    Employee
      agrees that in the event of termination of employment for any reason whatsoever,
      he shall not, for a period of (12) months from the date of such termination
      (such period not to include any period(s) of violation or period(s) of time
      required for litigation to enforce the covenants herein) either directly or
      indirectly, on his own account


    
      
         

      

      
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    or
      as
      agent, stockholder, employer, employee or otherwise in conjunction with any
      other person or entity. Employee further agrees that regardless of geographic
      location, he will not, during said time period, service any customers the
      Employer has done any business with during the preceding (12)
      months.

    


    Employer
      acknowledges that doing so in any manner would interfere with, diminish and
      otherwise jeopardize and damage the business and goodwill of the
      Employer.

    


    7.           Non-Disclosure
      Agreement

    


    Employee
      agrees that except as directed by Employer, the Employee will not at any time,
      whether during or after his employment with the Employer, use for any reason
      or
      disclose to any person any of the Employer’s Confidential Information or permit
      any person to examine and/or make copies of any documents which may contain
      or
      are derived from Confidential Information, whether prepared by the Employee
      or
      otherwise, without the prior written permission of Employer.

    


    Employee
      agrees that during his employment with Employer and/or the (12) months after
      such employment ends, he will not, directly or indirectly, contact, solicit,
      divert, take away or attempt to contact, solicit, divert or take away any staff
      employee, temporary personnel, customer, account, business or goodwill from
      Employer, either for Employee’s own benefit some other person or entity, and
      will not aid or assist any other person or entity to engage in any such
      activities.

    


    8.           Return
      of Records and Papers

    


    Upon
      the
      termination of his employment with Employer for any reason whatsoever, Employee
      agrees to return to an officer of Employer all manuals, records, documents,
      files and papers pertaining to Employer’s business, methods, clients, employees
      or operations.  In the event Employee fails to do so, or in the event
      Employee shall violate any covenant of this Agreement, Employee agrees to and
      does waive and forfeit all claims to unpaid compensation, commissions or
      severance pay, without affecting the right of Employer to compel the return
      of
      said records and papers or Employer’s right to enforce any covenant of this
      Agreement.

    


    Employee
      agrees that Employee has no proprietary interest in any documents or work
      product developed or used by Employee which in any way arises out of his
      employment by Employer.  Employee shall from time to time, as
      requested by Employer, do all things, which may be necessary to establish or
      document Employer’s ownership of any such, work product, including, but not
      limited to, execution of appropriate copyright applications or
      assignments.

    



    
      
         

      

      
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    9.           Injunctive
      Relief

    


    Employee
      recognizes that irreparable damage will result to Employer in the event he
      violates any covenant contained herein, and agrees that in the event of such
      violation Employer shall be entitled, in addition to its other legal or
      equitable remedies and damages, to temporary and permanent injunctive relief
      to
      restrain such violation(s) by Employee, without the need to post any injunction
      bond.

    


    10.           Liquidated
      Damages

    


    Employee
      recognizes and acknowledges that it would be difficult to ascertain the damages
      arising from a violation by him of the covenants herein
      contained.  Accordingly, Employee agrees that such damages will be
      fixed at an amount equal to the gross profit, or twenty-five percent (25%)
      of
      the gross sales, whichever is greater, resulting from business directly or
      indirectly generated by Employee for his own benefit or as agent, stockholder,
      employer, officer, employee or otherwise in conjunction with any other person
      or
      entity through soliciting or doing business with clients or personnel of
      Employer during the (12) month period following the termination of Employee’s
      employment with Employer.

    


    11.           Legal
      Fees

    


    Employee
      agrees that Employer is entitled to recover from him the cost of all reasonable
      legal fees and expenses incurred in enforcing the covenants contained
      herein.  The parties agree to waive trial by jury in the event of any
      dispute or controversy between them.

    


    12.           Interpretation
      of Agreement

    


    Any
      provision or clause hereof which may be invalidated as prohibited by law shall
      be ineffective to the extent of such illegality; however, this shall in no
      way
      affect the remaining provisions of this Agreement, and this Agreement shall
      be
      interpreted as if such clause or provision were not contained
      herein.

    


    13.           Assignment

    


    Employer
      may assign this Agreement and Employer’s rights hereunder, to a successor or to
      an affiliated company with written approval from Employees Legal
      Counsel.

    


    14.           Understanding
      of Parties

    


    This
      Agreement represents the entire Agreement between the parties and supersedes
      any
      and all prior agreements or understandings, oral or written, between Employee
      and Employer pertaining to the subject matter covered by this
      Agreement.  This Agreement shall not be changed or terminated orally
      or in writing, and no alleged


    
      
         

      

      
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    change,
      termination or attempted waiver of any of the provisions hereof shall be binding
      on Employer.  Employee agrees that this Agreement shall remain in full
      force and effect notwithstanding any changes in job title, job assignment,
      position or salary.  Employee acknowledges that the covenants and
      conditions of this Agreement are reasonable and necessary for the protection
      of
      Employer’s business, and that Employee will be able to work and earn a living in
      the staffing industry even if this Agreement is fully enforced against
      him.

    


    15.           Miscellaneous

    


    A.           All
      references to he, his or other masculine derivatives in this Agreement shall
      include she, hers and other feminine derivatives as appropriate.

    


    B.           Employee
      agrees and acknowledges that a violation of paragraphs 3 or 5 through 9 hereof,
      will be deemed to constitute gross misconduct within the meaning of the
      Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and, therefore, will
      result in Employee’s ineligibility for continued coverage or medical benefits
      through Employer’s group plans.

    


    C.           This
      Agreement shall be interpreted and construed according to the laws of the State
      of New Jersey.  In the event of an action by either party alleging a
      violation of this Agreement, the parties hereto agree to service of process
      by
      mail, submit to the jurisdiction of the state courts in New Jersey, waive any
      claim that the forum is inconvenient and waive trial by jury.

    


    D.           The
      waiver by Employer of a breach of any provision of this Agreement by Employee
      shall not operate or be construed as a waiver of any continuing or subsequent
      breach by Employee or as a waiver by Employer of any past, present or future
      right granted under this Agreement.

    


    E.           Employee
      agrees that he will advise any prospective employer of the covenants and
      restrictions of this Agreement before accepting any offer from another
      employer.

    


    F.           By
      signing below, Employee acknowledges receiving a copy of this
      Agreement.  Employee acknowledges and agrees that he was not coerced
      into executing this Agreement and that he had an opportunity to consult with
      an
      attorney of his choice to obtain advice and counseling relating to the terms
      of
      this Agreement in advance of executing this Agreement.  Employee has
      executed this Agreement of his own free will.

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have hereunto set their hands as of
      the date first above written.

    


    EMPLOYER:

    


    ACCOUNTABILITIES,
      INC.

    


    


    


    By:  /s/
      Allan
      Hartley

    Allan
      Hartley, President

    


    


    


    EMPLOYEE:

    


    


    


    /s/
      Mark S. Levine

    Mark
      S. Levine

    


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