exhibit_10-16.htm


    
 

    February
      23, 2007

    


    


    Accountabilities,
      Inc.

    500
      Craig
      Road, Suite 201

    Manalapan,
      NJ 07726

    


    Re:           Proposal
      for Interim Financing for the Acquisition

    of
      Restaff Services, Inc. d/b/a
      Staffing.com (“RSI”)

    by
      Accountabilities, Inc.
      (“AI”)

    


    


    Ladies
      and Gentlemen:

    


    The
      following sets forth the commitment
      of TSE-PEO, Inc. or its designee (collectively referred to as “TSE”) to provide
      financing to AI for the purpose and on the terms set forth below:

    


    
      	
              1.  

            	
              Amount
                of Loan: Up to $950,000 (the
“Loan”);

            


    

    


    
      	
              2.  

            	
              Purpose
                of Loan: (a) Up to $450,000 (“Loan Part A”) for the acquisition of
                substantially all of the assets of RSI; and (b) payment by AI to
                RSI of a
                post-effective date financial obligation of not more than $500,000
                (“Loan
                Part B”) pursuant to the terms of the Asset Purchase Agreement by and
                between AI and RSI;

            


    

    


    
      	
              3.  

            	
              Funding:
                (a) Loan Part A will be funded when directed by AI. The anticipated
                date
                of funding is February 26, 2007;
                and

            


    

    


    (b)
      Loan
      Part B will be funded on or about May 26, 2007.

    


    
      	
              4.  

            	
              Repayment
                Terms. (a) Loan Part A will be repaid in full coincident with, or
                prior to, AI’s closing (the “Closing”) of its credit facility with Wells
                Fargo Business Credit (“WFBC”), as evidenced by a certain Letter dated
                February 22, 2007 from WFBC to AI. The Closing is expected to occur
                on or
                before March 16, 2007. In any event Loan Part A will be repaid prior
                to
                December 31, 2007.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (b)
      Loan
      Part B will be repaid in equal weekly installments of $10,000, which
      installments will be paid starting on the Friday of the week following TSE’s
      funding of Loan Part B  and each  Friday
      thereafter  until paid in full.

    


    
      	
              5.  

            	
              No
                Interest. The Loan shall be non-interest
                bearing.

            


    

    


    
      	
              6.  

            	
              Additional
                Consideration for the Loan. As further consideration for the
                Loan,

            


    

    AI
      will
      issue to Tri-State Employment Services, Inc. (as designee of TSE for this
      purpose only) 600,000 shares of AI’s Common Stock, $.01 par value (the
“Shares”). The Shares will be issued upon the earlier of: 10 days after
      AI’s closing with WFBC of the credit facility referred to in Paragraph 4 (a)
      above or May 1, 2007.

    


    
      	
               

            	
              7.

            	
              Conditions
                to Funding Loan Part A. TSE’s commitment to fund the Loan Part A is
                conditioned on TSE’s review of all final Asset Purchase documents by and
                between RSI and AI.

            


    

    


    
      	
               

            	
              8.

            	
              Conditions
                to Funding Loan Part B. TSE’s commitment to fund the Loan Part B is
                conditioned on the following:

            


    

    


    
      	
              (a)  

            	
              Repayment
                in full of Loan Part A;

            


    

    


    
      	
              (b)  

            	
              TSE
                or its designee shall have been performing services from not later
                than
                March 29, 2007 for those clients of AI (under the aegis of AI) which
                had
                been RSI clients on the effective date of the RSI asset purchase
                by AI.
                Such services will be substantially similar to those being provided
                by TSE
                to AI on the date hereof;

            


    

    


    
      	
              (c)  

            	
              The
                Shares shall have been issued and
                delivered;

            


    

    


    
      	
              (d)  

            	
              Loan
                Part B shall only be used as a balloon payment required under the
                Asset
                Purchase Agreement between RSI and AI;
                and

            


    

    


    
      	
              (e)  

            	
              All
                action shall have taken by AI’s shareholders and directors to appoint a
                designee of TSE as a director of
                AI.

            


    

    


    
      	
               

            	
              9.

            	
              Indemnification.
                AI agrees to indemnify and hold harmless TSE, its affiliates, designees,
                officers, shareholders, employees, directors and contractors
                (collectively, the “TSE Entities”) from and against all manner of claim,
                liability, loss, expense, costs and fees which are incurred or may
                be
                incurred by one or more of the TSE Entities as a direct or indirect
                result
                of this commitment and the funding of the
                Loan.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is acceptable to you, please indicate your agreement by signing
      below.

    


    


    Very
      truly yours,

    


    TSE-PEO,
      Inc.

    


    By:
      /s/ Robert Cassera

    


    


    READ,
      AGREED AND ACCEPTED

    ACCOUNTABILITIES,
      INC.

    


    


    By:
      /s/
      Allan Hartley

    Its
      President

    


    


    Dated:
      February 26, 2007

     

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