exhibit_10-10.htm


    Exhibit
      10.10

    


    CONSULTING
      AGREEMENT

    


    


    CONSULTING
      AGREEMENT,
      dated the 31st
      day of March, 2006, by and between Accountabilities, Inc., a
      Delaware corporation having executive offices at 500 Craig Road, Suite 201,
      Manalapan, NJ  07726  (the “Company”), and William
      Thomas (the “Consultant”) residing at 413 Robinson Circle, Placentia,
      California 92870 .

    


    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the
      Consultant has used his considerable knowledge of and experience providing
      consulting services regarding the identification, evaluation, structuring,
      negotiating and closing of the US Temp Services, Inc. acquisition and has
      provided invaluable assistance and advice with respect to, specifically, the
      acquisition of  certain branches of US Temp Services, Inc., located in
      Burbank, California, Montebello, California, Stockton, California, Colorado
      Springs, Colorado and Las Vegas, Nevada  (the “Business”);
      and

    


    WHEREAS,
      the Company
      obtained the benefit of Consultant’s special knowledge and experience regarding
      the US Temp Services, Inc. acquisition; and

    


    WHEREAS,
      the Company
      desires to compensate Consultant for his services;

    


    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants and agreements herein
      contained the Company and the Consultant hereby agree as follows:

    


    1.           Term.  The
      Company hereby engages Consultant to render the consulting services as
      hereinafter set forth, and Consultant hereby agrees to render such services
      for
      a period of three years commencing on the date hereof and terminating on March
      31, 2009 (the “Term”).

    


    2.           
      Consulting Services.  The Company hereby retains the
      Consultant, and the Consultant agrees to render consulting and advisory services
      to the Company during the Term hereof in connection with the Business, from
      time
      to time, and as the Chief Executive Officer of the Company may reasonably
      request. Consultant shall not be required to expend any minimum number of hours
      hereunder and the rendering of all consulting services shall be subject in
      priority to Consultant's own business interests.

    


    3.           Consulting
      Fees.  In consideration for (i) the availability of
      Consultant to render the services, (ii) the services to be rendered by
      Consultant during the Term, and (iii) the other provisions of this Agreement,
      the Company shall pay compensation to the Consultant as
      follows:


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    


    
      	
               

            	
              3.1

            	
              Sixty
                Thousand Dollars ($60,000) payable in weekly installments for the
                first
                year of service under this
                Agreement;

            


    

    
      	
               

            	
              3.2

            	
              Sixty
                Thousand Dollars ($60,000) payable in
                weekly installments for the second year of service
                under this Agreement;

            


    

    
      	
               

            	
              3.3

            	
              Thirty
                Thousand Dollars ($30,000) payable in
                weekly installments for the third year of service;
                and

            


    

    
      	
               

            	
              3.4

            	
              Eighty
                Thousand (80,000) shares of Accountabilities, Inc. restricted Common
                Stock, post 5-for-1 reverse stock split, issued in the name of William
                Thomas, within ninety (90) days of the Closing Date of the Asset
                Purchase
                Agreement.

            


    

    


    4.           Expenses.
      The fee due hereunder shall include all expenses of the Consultant.

    


    5.           Health
      Insurance.  Company will provide individual health insurance
      coverage for Consultant for the Term of this Agreement.

    


    6.           Confidentiality,
      Non-Compete, Non-Solicitation

    


    
      	
               

            	
              6.1

            	
              Any
                commercial information, technical information, trade secrets, inventions,
                formulas, software, databases, operations, customers, business methods
                or
                practices (“Confidential Information”) of the Company which is acquired,
                including without limitation in writing, orally or by electronic
                means, by
                the Consultant from the Company (or vice versa), during the term
                of this
                Agreement shall be kept confidential, and shall not be disclosed
                to any
                third party.

            


    

     

    
      	
               

            	
              6.2

            	
              Each
                party shall return to the other the Confidential Information obtained
                from
                the other upon the termination of this Agreement, and shall not utilize
                this Confidential Information for any
                purpose.

            


    

     

    
      	
               

            	
              6.3

            	
              Confidential
                Information does not include any information that at the time of
                disclosure to the receiving party (a) is generally available to and
                known
                by the public (other than as a result of a disclosure by the receiving
                party or any of its representatives), or (b) was available to the
                receiving party on a non-confidential basis from a source that is
                not and
                was not prohibited from disclosing such information to the receiving
                party
                by a contractual, legal or fiduciary
                obligation.

            


    

     

    
      	
               

            	
              6.4

            	
              If
                the Consultant is required by deposition, interrogatory, request
                for
                documents, subpoena, civil investigative demand or similar process
                to
                disclose any of the Confidential Information, the disclosing party
                shall
                provide the non-disclosing party with written notice of such requirement
                no less than ten (10) business days prior to disclosing any Confidential
                Information.

            


    

     

    
      	
               

            	
              6.5

            	
              During
                the Term of this Agreement and for three (3) years after its expiration
                (“Restricted Period”) the Consultant will not, directly or indirectly,
                individually or as part of or on behalf of any other person, company,
                employer or other entity hire or attempt to solicit for hire or encourage
                to end his or her relationship with the Company, any person who has
                been
                employed by the Company at any time within the twelve (12) months
                prior to
                such action (“Covered Employee”), any customer or former customer that was
                directly serviced or contacted by the Consultant (the “Covered
                Customers”).  If during the Restricted Period any Covered
                Employee accepts employment with the Consultant or Covered Customer
                utilizes and business entity owned by, represented by or for which
                the
                Consultant is an agent, it will be presumed that the Covered Employee
                was
                hired or the Covered Customer was solicited in violation of this
                provision
                (“Presumption”).  This Presumption may only be overcome by a
                showing by a preponderance of the evidence that the Consultant was
                not
                directly or indirectly involved in hiring, soliciting or encouraging
                the
                Covered Employee to leave employment or Covered Customer to terminate
                business with the Company.

            


    

     

    
      	
               

            	
              6.6

            	
              During
                the Term of this Agreement and the Restricted Period, the Consultant
                agrees to not contact, by a principal, or any agent, any distributor
                of
                the Company, without the written consent of the Company  Any
                contact by the Consultant during the Restricted Period will allow
                the
                Company to seek immediate injunctive relief, and the Company may
                be
                granted a Temporary Restraining Order or Permanent Injunctive Relief
                by
                the Court and the Consultant shall be liable for any damages, including
                reasonable attorney’s fees.

            


    

     

    
      	
               

            	
              7.

            	
              Miscellaneous
                Provisions.

            


    

    


    
      	
               

            	
              7.1

            	
              Severability.  In
                the event that any provision of this Agreement is found to be illegal
                or
                unenforceable by any court or tribunal of competent jurisdiction,
                then to
                the extent that such provision may be made enforceable by amendment
                to or
                modification thereof, the parties agree to make such amendment or
                modification so that the same shall be made valid and enforceable
                to the
                fullest extent permissible under existing law and public policies
                in the
                jurisdiction where enforcement is sought, and in the event that the
                parties cannot so agree, such provision shall be modified by such
                court or
                tribunal to conform, to the fullest extent permissible under applicable
                law, to the intent of the Parties in a valid and enforceable manner,
                if
                possible and if not possible, then be stricken entirely from the
                Agreement
                by such court or tribunal and the remainder of this Agreement shall
                remain
                binding on the parties hereto.

            


    

    


    
      	
               

            	
              7.2

            	
              Amendment.  No
                amendment or modification of the terms or conditions of this Agreement
                shall be valid unless in writing and signed by all parties to be
                bound
                thereby.

            


    

    
      	
               

            	
              7.3

            	
              Governing
                Law.  This Agreement shall be interpreted,
                construed, governed and enforced according to the internal laws of
                the
                State of New York without regard to conflict or choice of law principles
                of New York or any other jurisdiction.  This Agreement shall be
                executed in New York and is intended to be performed in New
                York.  In the event of litigation arising out of this Agreement,
                the parties hereto consent to the personal jurisdiction of the State
                of
                New York, County of New York.

            


    

    


    
      	
               

            	
              7.4

            	
              No
                Waiver.  If any party to this Agreement fails to,
                or elects not to enforce any right or remedy to which it may be entitled
                hereunder or by law, such right or remedy shall not be waived, nor
                shall
                such non-action be construed to confer a waiver as to any continued
                or
                future acts, nor shall any other right or remedy be waived as a result
                thereof.  No right under this Agreement shall be waived except
                as evidenced by a written document signed by the party waiving such
                right,
                and any such waiver shall apply only to the act or acts expressly
                waived
                in said document.

            


    

    


    
      	
               

            	
              7.5

            	
              Counterparts.  This
                Agreement may be executed in any number of counterparts, and each
                such
                counterpart will, for all purposes, be deemed an original instrument,
                but
                all such counterparts together will constitute but one and the same
                Agreement.

            


    

    


    
      	
               

            	
              7.6

            	
              Binding
                Agreement.  This Agreement shall be binding upon
                and shall inure to the benefit of the parties hereto, and upon their
                respective heirs, successors, assigns and legal
                representatives.

            


    

    


    
      	
               

            	
              7.7

            	
              Counsel.  Each
                of the parties hereto represents that it, she or he has consulted
                legal
                counsel in connection with this Agreement, or has been given full
                opportunity to review this Agreement with counsel of his, her or
                its
                choice prior to execution thereof.  The parties hereto waive all
                claims that they were not adequately represented in connection with
                the
                negotiation, drafting and execution of this Agreement.  Each
                party further agrees to bear its own costs and expenses, including
                attorneys’ fees, in connection with this Agreement.  If any
                party initiates any legal action arising out of or in connection
                with
                enforcement of this Agreement, the prevailing party in such legal
                action
                shall be entitled to recover from the other party all reasonable
                attorneys’ fees, expert witness fees and expenses incurred by the
                prevailing party in connection
                therewith.

            


    

    


    
      	
               

            	
              7.8

            	
              Notices.  All
                notices and demands permitted, required or provided for by this Agreement
                shall be made in writing, and shall be deemed adequately delivered
                if
                delivered by hand or by mailing the same via the United States Mail,
                prepaid certified or registered mail, return receipt requested, or
                by
                priority overnight courier for next business day delivery by a nationally
                recognized overnight courier service that regularly maintains records
                of
                its pick-ups and deliveries and has daily deliveries to the
                area

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    to
      which
      the notice is sent, addressed to the parties at their respective addresses
      as
      shown below:

    

      
        	
                Name

              	
                Address

              
	
                To
                  the Company:

              	
                Accountabilities,
                  Inc.

              
	 	
                500
                  Craig Road

              
	 	
                Suite
                  201

              
	 	
                Manalapan,
                  NJ  07726

              
	 	
                Facsimile:  (732)
                  907-1888

              
	 	 
	
                With
                  a Copy To:

              	
                Michael
                  Krome, P.C.

              
	 	
                8
                  Teak Court

              
	 	
                Lake
                  Grove, New York  11755

              
	 	
                Facsimile:  (631)
                  737-8382

              
	 	 
	
                To
                  Consultant:

              	
                Mr.
                  William Thomas

              
	 	
                413
                  Robinson Circle

              
	 	
                Placentia,
                  CA 92870

              


      

    

    


    Notices
      delivered personally shall be deemed communicated as of the date of actual
      receipt.  Notices mailed as set forth above shall be deemed
      communicated as of the date three (3) business days after mailing, and notices
      sent by overnight courier shall be deemed communicated as of the date one (1)
      business day after sending.

    


    
      	
               

            	
              7.9

            	
              Entire
                Agreement. This Agreement and the Ancillary Agreements set forth the
                entire agreement and understanding of the parties hereto in respect
                of the
                subject matter contained herein, and supersedes all prior agreements,
                promises, understandings, letters of intent, covenants, arrangements,
                communications, representations or warranties, whether oral or written,
                by
                any party hereto or by any related or unrelated third
                party.   All exhibits attached hereto, and all
                certificates, documents and other instruments delivered or to be
                delivered
                pursuant to the terms hereof are hereby expressly made a part of
                this
                Agreement, and all references herein to the terms “this Agreement”,
                “hereunder”, “herein”, “hereby” or “hereto” shall be deemed to refer to
                this Agreement and to all such
                writings.

            


    

    


    



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Agreement to be executed as of the date
      first above written.

    


    
      	 CONSULTANT	 	 	 ACCOUNTABILITIES,
              INC.	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name: 
                William Thomas

            	 	 	
              Name:
                Allan
                Hartley 

            	 
	
               

            	 	 	
              Title: 
                President

            	 


    

     

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