exhibit_10-18.htm


     

    Exhibit
      10.18


    
      	
               

            	
              TERMS
                AND CONDITIONS

            


    

    


    1.)           Agreement
      & Services

    a)           These
      Terms and Conditions apply to and govern the Agreement entered into between
      Accountabilities and TSE-PEO ("Tri-State").  This Agreement between
      Accountabilities and TSE-PEO shall be effective as of the date specified below
      and executed by Accountabilities and TSE-PEO.

    


    
      	
              2.)

            	
              Definition
                of Services

            


    

    TSE-PEO
      and Accountabilities agree to jointly employ certain employees ("Assigned
      Employees").  Accountabilities and TSE-PEO agree to undertake employer
      responsibilities as allocated by this Agreement. TSE-PEO agrees to provide
      Accountabilities with related services identified in this Agreement. TSE-PEO
      may, but is not required to, provide additional consulting services to
      Accountabilities. Such services will be provided only if the parties agree
      separately in writing.

    


    
      	
              3.

            	
              Term

            


    

    This
      Agreement shall remain in force for the Initial Term specified in the Client
      Service Agreement.  Following the Initial Term, this Agreement shall
      automatically renew for successive one-year terms.  Following the
      Initial Term, either party may terminate this Agreement at any time for any
      reason by giving thirty (30) days written notice to the other
      party.  Either party may terminate this Agreement immediately on
      giving written notice to the other upon any material breach by the other
      party.

    


    
      	
              4.

            	
              Assigned
                Employees

            


    

    a)           The
      initial group of Assigned Employees is detailed on the attached Schedule A.
      By
      separate written agreement and with the specific consent of TSE-PEO, the parties
      may add additional Assigned Employees, reassign or remove Assigned Employees,
      or
      modify positions, benefits and pay rates for Assigned
      Employees.  TSE-PEO does not guarantee or represent that it will be
      able to fill all employee needs of Accountabilities.

    


    b)           Accountabilities
      shall not request the removal; discipline or other treatment of an Assigned
      Employee based on any grounds, which are unlawful under local, state or federal
      law.  In dealing with the Assigned Employees, Accountabilities shall
      fully comply with all local, state or federal law relating to equal employment
      opportunity and nondiscrimination in employment.  TSE-PEO shall not be
      responsible for any action taken by Accountabilities with respect to the
      Assigned Employees, unless Accountabilities secures prior written authorization
      from TSE-PEO’s corporate office for such action.

    


    c)           Accountabilities
      shall, on TSE-PEO’s request: make available same or fully equivalent employment
      opportunities to any Assigned Employee eligible for reinstatement following
      leave under the Family & Medical Leave Act or any comparable law; provide
      reasonable accommodation under the ADA or any comparable
      law.  Accountabilities shall bear the sole cost of providing leave,
      job reinstatement or a reasonable accommodation.

    


    d)           Accountabilities
      shall give TSE-PEO not less than seventy-(70) days advance written notice of-
      (a) any temporary or permanent shutdown of any facility, site of employment
      or
      employment unit; or (b) any reduction in force  resulting in the
      layoff of one-third or more of the persons (counting Accountabilities employees,
      Assigned Employees or both) working at any single facility, site of employment
      or employment unit of Accountabilities.

    


    e)           Accountabilities
      shall comply with all provisions of this Article 4 without regard to whether
      Accountabilities or the Assigned Employees would be subject to the indicated
      laws in the absence of this Agreement.

    


    


    


    


    


    Accountabilities
      Inc.                                                      Initial
      Here: ___________


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    5.)           Payroll

    
      	
               

            	
              During
                the term of this Agreement, TSE-PEO shall be responsible for payment
                of
                wages or other compensation to the Assigned Employees while assigned
                to
                Accountabilities.

            


    

    


    6.)           Worker’s
      Compensation

    TSE-PEO
      shall maintain a policy of workers’ compensation insurance intended to cover the
      Assigned Employees.  Such insurance shall meet the minimum
      requirements applicable in the State in which the Assigned Employees will be
      working, as well as a minimum of $1MM per occurrence of Employer’s Liability
      Coverage.

    


    a)           TSE-PEO
      shall, at Accountabilities request, provide evidence of the existence of such
      coverage (i.e., Certificate of Insurance), within 24 hours under most
      circumstances.  In addition, should Accountabilities require an
      endorsement to the policy to comply with the stipulations of a contract
      agreement, TSE-PEO will endeavor to obtain this endorsement in a timely
      manner.

    


    b)           TSE-PEO
      is responsible for the processing of all workers’ compensation claims submitted
      by Accountabilities personnel, including prompt payment of medical bills, drug
      testing invoices and any other job-related injury or illness invoices, as well
      as authorization for physical therapy and other physician-requested procedures
      or programs.

    


    c)           TSE-PEO
      will, upon receipt of payroll and other documentation from Accountabilities,
      promptly arrange to extend workers’ compensation insurance coverage to any State
      not currently listed on the policy in which Accountabilities intends to provide
      staffing or conduct business; with the exception of monopolistic
      states.

    


    d)           Upon
      request of Accountabilities, TSE-PEO will provide current workers’ compensation
      loss runs, detailing but not limited to, incurred losses and open/closed
      claims.  In addition, when feasible, but at least annually, TSE-PEO
      will coordinate a claims review meeting with Accountabilities, and if possible,
      WAUSAU Insurance Company.

    


    e)           Upon
      request of Accountabilities, TSE-PEO will attempt to provide workers’
compensation coding and rates within 24 hours.

    


    7.)           Employee
      Notification

    
      	
               

            	
              On
                the termination of this Agreement by any party for any reason: (a)
                TSE-PEO
                shall have the right to notify the Assigned Employees that their
                employment relationship with TSE-PEO has been terminated; and (b)
                Accountabilities shall immediately notify their Branch Management
                that
                this Agreement has been terminated and that the employment Agreement
                between Accountabilities and TSE-PEO has been
                terminated

            


    

    


    
      	
               8.)

            	
              Supervision
                of Assigned Employee

            


    

    a)           TSE-PEO
      shall not make, and the on-site supervisors are not authorized to make on behalf
      of TSE-PEO, any business related decisions on behalf of Accountabilities. All
      business decisions are the sole responsibility of
      Accountabilities.  Any action taken by an on-site supervisor or by an
      Assigned Employee that is not taken at the express direction and authorization
      of TSE-PEO’s  corporate office shall be the sole responsibility of
      Accountabilities.

    


    b)           Accountabilities
      retains the exclusive right to direct and control the production of all goods
      or
      products and the performance of all services produced by Accountabilities
      business.  Accountabilities is solely responsible for the quality,
      adequacy and safety of all goods produced or services performed by the Assigned
      Employees on Accountabilities behalf.

    


    Accountabilities
      shall provide all facilities, equipment, training and any other items that
      may
      be needed    by the Assigned Employees in the performance of
      work on behalf of Accountabilities.

    


    


    Accountabilities
      Inc.                                                        Initial
      Here: _______________


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    9.)           Insurance

    a)  Accountabilities
      shall maintain commercial general liability insurance coverage, including
      without limitation, products and completed operations coverage, independent
      contractors protective coverage, contractual liability coverage for this
      agreement, and broad form property damage, and including coverage for explosion,
      collapse, and underground property damage hazards applicable to all of
      Accountabilities operations and job sites. Such insurance shall provide limits
      not less than one million dollars ($1,000,000.00) per occurrence for injury,
      including contractual liability and advertising injury and two million dollars
      ($2,000,000.00) general aggregate for bodily injury, including death resulting
      there from, personal injury and property damage.  Such policy shall
      provide coverage for the acts or omissions of the Assigned
      Employees.

    


    10.)      Employee
      Hours

    Accountabilities
      shall maintain, and
      shall provide to TSE-PEO at the end of each pay period, accurate records of
      actual time worked by each Assigned Employee. Accountabilities assumes full
      and
      unconditional responsibility for the accuracy and completeness of the payroll
      records submitted to TSE-PEO.  Accountabilities warrants that all time
      cards or other payroll records submitted to TSE-PEO shall be complete and
      accurate. Accountabilities shall not direct, request or permit the Assigned
      Employees to work any unreported hours.

    


    11.)           Licenses

    Accountabilities
      bears sole responsibility to ensure compliance with any law or regulation
      requiring an Assigned Employee to hold a license, to work only under the
      supervision of a licensed person, or to work only in the employment of an entity
      holding a license.  Accountabilities shall be solely responsible for
      verifying that Assigned Employees have any necessary licenses or permits, and
      for providing any required licensed supervision.

    


    12.)           Independent
      Contractors, Direct Employees of Client.

    a)           If
      Accountabilities utilizes any independent contractors during the term of this
      Agreement, Accountabilities shall require each such independent contractor
      to
      maintain workers' compensation insurance and general liability
      insurance.  Accountabilities shall require such independent contractor
      to provide evidence of insurance.

    


    b)           If
      Accountabilities employs persons other than Assigned Employees, Accountabilities
      shall be solely responsible for such employees and shall give written notice
      to
      such employees that they are not employees of
      TSE-PEO.  Accountabilities shall provide TSE-PEO with a copy of such
      written notices.

    


    13.)           Client
      Representations.

    Accountabilities
      warrants that all
      representations made to TSE-PEO in connection with securing TSE-PEO's proposal
      for service are true and correct to the best of their
      knowledge.  Accountabilities warrants and represents that it will
      comply with all local, state and federal laws related to the rights of
      employees, including laws relating to employment discrimination, workplace
      safety and wage and hour laws.  Accountabilities shall immediately
      notify TSE-PEO of any investigation, charge, fine, proceeding or other action
      by
      any local, state or federal agency that affects or relates to the Assigned
      Employees.

    


    14.)           Indemnification

    a)           TSE-PEO
      indemnifies and holds harmless Accountabilities from and against any and all
      losses, liabilities, claims, suits, demands, damages, injuries, costs, and
      expenses arising solely out of the negligent or willful failure of any TSE-PEO
      employee (employed by TSE-PEO at its corporate office) to comply with applicable
      worker's compensation, payroll tax or withholding tax laws, rules, and
      regulations.  This indemnity expressly excludes and does not cover
      claims based on, related to or arising out of any acts, omissions or conduct
      of
      any Assigned Employee.

    


    Accountabilities
      agrees to indemnify,
      defend and hold harmless TSE-PEO, its affiliates and
      subsidiaries,   their shareholders, employees, officers,
      directors, agents, and representatives, from and against all claims, demands,
      causes of action, suits, liabilities and expenses (including court costs and
      attorneys fees) of every kind or character.  TSE-PEO shall have the
      right to select the attorneys by which it will be defended.  All
      indemnity obligations and liabilities assumed by Accountabilities under this
      Agreement are without monetary limit and without regard to the cause or causes
      thereof or the negligence of any party or parties, whether the negligence is
      sole, joint, comparative, concurrent, active or passive, ordinary or
      gross.

    


    Accountabilities
      Inc.                                                      Initial
      Here: _______________

    



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    15.)           Fees.

    a)           TSE-PEO
      will provide Accountabilities with a detailed invoice for all compensation
      paid
      to or on behalf of Assigned Employees ("gross wages") at pay rates as listed
      on
      the attached Schedule A or as may be mutually agreed upon from time to time
      by
      TSE-PEO and Accountabilities.  Gross wages shall include all agreed on
      wages and compensation for the Assigned Employees, including overtime, vacation,
      sick leave and holiday pay.

    b)           Accountabilities
      shall pay a service fee expressed as a percentage applied to the sum total
      of
      the Gross Wages defined above.  The initial service fee is set forth
      on Schedule A. The applicable service fee is applied to the gross wages of
      each
      Assigned Employee.  Out of the service fees paid by Accountabilities,
      TSE-PEO shall pay from its own account all payroll taxes attributable to the
      Assigned Employees.

    


    
      	
              16.)

            	
              General
                Terms.

            


    

    a)           This
      Agreement (including the Client Service Agreement, these Terms and Conditions,
      and any attached or related schedules) is the entire agreement and supersedes
      any previous agreement, understanding or representations between
      Accountabilities and TSE-PEO with respect to the subject matter. This Agreement
      may not be modified in any way except by a single written agreement signed
      by
      both parties.

    b)           The
      provisions of this Agreement shall be binding upon the parties and their
      respective agents, employees, directors, officers, shareholders, heirs,
      executors, administrators, legal representatives, successors and
      assigns.  There are no intended third party beneficiaries of this
      Agreement.  Assigned Employees are not third party beneficiaries of
      this Agreement and shall have no right to enforce this Agreement.

    c)           In the
      event that this Agreement, or any portion thereof, is held to be invalid,
      illegal or unenforceable, the validity, legality or enforceability of the
      remainder of this Agreement shall not in any way be affected or impaired
      thereby.

    d)           The
      headings in this Agreement are intended for convenience or reference and shall
      not affect its interpretation.

    e)           The
      failure of either party to insist upon strict performance of any of the
      provisions of this Agreement shall in no way constitute a waiver of any of
      its
      rights as set forth herein, at law or equity, or a waiver by either party of
      any
      other provision or subsequent default by the other in the performance of or
      compliance with any of the terms and conditions set forth herein.

    f)           This
      Agreement shall not be transferred or assigned without the written consent
      of
      both parties, except that TSE-PEO may transfer this Agreement to a TSE-PEO
      affiliate or subsidiary with prior written notice to
      Accountabilities.

    g)           If
      legal actions or other proceedings, including arbitration proceedings, are
      brought for the enforcement of this Agreement or because of an alleged breach,
      default or misrepresentation in connection with the provisions hereof, the
      prevailing party shall be entitled to recover its reasonable and necessary
      attorney's fees and other costs incurred in such action or proceeding from
      the
      unsuccessful party, in addition to any other relief to which it may be
      entitled.

    h)           Accountabilities
      warrants that it is presently not in bankruptcy and neither has any intention
      of
      filing for bankruptcy protection nor any reason to believe that it will need
      to
      seek bankruptcy protection.  This agreement shall be interpreted so as
      to comply with all applicable laws and shall be amended, if necessary as
      required by any such governmental agency or bankruptcy court.

    


    
      	
              17.)

            	
              Governing
                Law; Notices; Limitations; Waiver of
                Jury

            


    

    a)           This
      Agreement shall be binding, governed by, and construed and enforced under the
      Federal Arbitration Act and the laws of _______ and of the United States,
      excluding those laws of _______ related to conflict of laws.

    b)           To
      be effective, any notice given under this Agreement must be in writing and
      shall
      be effective when received.  Notice shall be given to the address
      given in this Agreement.

    


    


    


    


    


    Accountabilities
      Inc.                                                      Initial
      Here: ___________

    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


    
      	
              18.)

            	
              Arbitration

            


    

    a)           All
      disputes arising between TSE-PEO and Accountabilities, or their respective
      agents, employees, directors, officers, shareholders, heirs, executors,
      administrators, legal representatives, successors and assigns, shall be resolved
      exclusively through final and binding arbitration pursuant to the Federal
      Arbitration Act and administered by the American Arbitration Association under
      its Commercial Arbitration Rules.  A demand for arbitration shall be
      filed with the American Arbitration Association within the applicable statute
      of
      limitations.  A copy of the demand for arbitration shall be
      simultaneously served on the respondent.  Judgment on the award may be
      entered in any court with jurisdiction.  The arbitrator shall be bound
      by the substantive law of the State of  ________ and of the United
      States, other than conflicts of law rules, which shall not apply.

    
      	
              b)  

            	
              The
                parties waive trial by jury
                in any action, claim, and counter claim or
                proceeding.

            


    

    


    	 TSE-PEO	 	 	 ACCOUNTABILITIES,
            INC.	 
	
            /s/
              John P.
              Messina

          	 	 	
            /s/
              Allan
              Hartley

          	 
	
            Name:
              John P.
              Messina

          	 	 	
            Name:
              Allan
              Hartley 

          	 
	
            Title: 
              E.V.P. 

          	 	 	
            Title:
              President

          	 
	Date:
            8/1/06 	 	 	Date:
            7/14/06 	 



     

    
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