exhibit_10-7.htm


    Exhibit
      10.7

    


    DEMAND
      PROMISSORY NOTE

    


    


    This
      Note
      made on the 31st day of
      March, 2006
      between Accountabilities, Inc. (“Borrower”), a Delaware
      corporation whose principal place of business is 500 Craig Road, Suite 201,
      Manalapan, New Jersey 07726 and Washington Capital, LLC
      (“Lender”), whose address is P. O. Box 110, Marlboro, New Jersey
      07746.  Borrower hereby agrees to Pay To The Order of Lender One
      Hundred Fifty Thousand Dollars ($150,000.00), pursuant to the following
      terms:

    


    Terms
      and Conditions:

    


    
      	
              1.  

            	
              Amount
                of Loan:     $150,000.00 US hereunder (the
                “Loan Amount”).

            


    

    


    
      	
              2.  

            	
              Term:   This
                is a Demand Note.  The Note and all amounts due hereunder shall
                be due and payable in full on the date Lender demands payment in
                full or
                the date the Borrower pays all amounts due under the Loan in
                full.

            


    

    


    
      	
              3.  

            	
              Interest
                Rate:  Interest shall accrue on the Loan Amount and the
                amounts due under this Note at the lesser of eight percent (8%) per
                annum
                or the maximum interest rate permitted by applicable law.  Any
                payment not received within ten (10) days of its due date shall be
                subject
                to a five percent (5%) late charge in addition to any other interest,
                costs or fees that may be due.

            


    

    


    
      	
              4.  

            	
              Prepayment:   The
                Note may be prepaid in whole or in part at any time prior to the
                expiration of the Term.

            


    

    


    
      	
              5.  

            	
              Default:  It
                shall be an Event of Default under this Note if Borrower fails to
                make any
                payment due within ten (10) days of its due date or if Borrower fails
                to
                comply with any other term of this Note and such default shall continue
                for a period of thirty (30) days after written notice to the Borrower
                of
                such default  In addition it shall be an Event of Default if any
                of the following occur (a) application for, or the appointment of,
                a
                receiver in bankruptcy; (b) filing of any petition, or the commencement
                of
                any action or any proceeding against Borrower for relief under any
                bankruptcy or insolvency laws or any laws relating to the relief
                of
                debtors, readjustment of indebtedness or reorganizations; or (c)
                violation
                of any of the foregoing provisions regarding repayment or the payment
                of
                interest or penalties, the waiver of which does not constitute a
                waiver of
                default.

            


    

    


    
      	
              6.  

            	
              Remedies:  Upon
                the occurrence of an Event of Default under this Note unpaid
                principal shall, at the option of the Lender, become immediately
                due and
                payable and interest will accrue at an annual rate equal to the lesser
                of
                eight percent (8%) or the maximum rate of interest permitted by applicable
                law.

            


    


    
      
         

      

      
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              7.  

            	
              Waivers:   As
                to this Note and any other instruments securing the indebtedness,
                the
                Borrower waives all notice of acceleration, presentment, protest
                and
                demand, dishonor and non-payment of this
                Note.

            


    

     

     

    
      	 BORROWER:	ACCOUNTABILITIES,
              INC.	 
	 	 	 	 
	
              Date:

            	
              By:
                

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


    

     

    
      	 LENDER:	WASHINGTON
              CAPITAL, LLC	 
	 	 	 	 
	
              Date:

            	
              By:
                

            	/s/ Kathy
              Dietz	 
	 	 	Name: 
              Kathy Dietz 	 
	 	 	Title: 
              President 	 
	 	 	 	 


    

     

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