exhibit_10-12.htm


    Exhibit
      10.12

    


    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
Washington Capital, LLC, a Delaware limited liability company,
      with an address of P. O. Box 110, Marlboro, New Jersey 07746 (the “Consultant”)
      .

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the
      Consultant has used its considerable knowledge of and experience providing
      consulting services regarding the identification, evaluation, structuring,
      negotiating and closing of joint ventures, strategic alliances and business
      acquisitions as well as product development, and has provided invaluable
      assistance and advice with respect to potential acquisition opportunities of
      the
      Company, 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
      US Temp Services, Inc. acquisition; and

    


    WHEREAS,
      the Company
      desires to compensate Consultant for its 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:

    


    
      	
              3.1  

            	
              One
                Hundred Fifty Thousand Dollars ($150,000) payable to Consultant
                immediately upon execution of this
                Agreement;

            


    

    
      	
              3.2  

            	
              Thirty
                Thousand Dollars ($30,000) per annum, for the Term of this Agreement,
                payable in weekly installments;

            


    

    
      	
              3.3  

            	
              One
                Hundred Fifty Thousand Shares (150,000) shares post 5-for-1 reverse
                split
                of Accountabilities, Inc. restricted Common Stock, issued in the
                name of
                Washington Capital, Llc, within ninety (90) days of the Closing Date
                of
                the Asset Purchase Agreement.

            


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

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

    


    5.  Termination.

    


    
      	
              5.1  

            	
              The
                Company may terminate the Consultant for Cause.  Upon such
                termination the Company shall have no further obligations to the
                Consultant, except for compensation, or other benefits due, but not
                yet
                paid.

            


    

    
      	
              5.2  

            	
              “Cause”
                shall mean: (i) the Consultant’s willful and continued failure
                substantially to perform its services to the Company, if the Consultant
                is
                not then acting in the best interests of the Company, as determined
                by the
                President of the Company, or (ii) the Consultant’s willful engagement in
                misconduct which is materially injurious to the Company, monetary
                or
                otherwise.

            


    

    
      	
              5.3  

            	
              Termination
                for Cause shall be effectuated only if:  (i)  the
                Company  has delivered to the Consultant a copy of “Notice of
                Termination”, which gives the Consultant at least five (5) business days
                prior notice detailing what the Consultant was guilty of and setting
                forth
                and specifying the particulars thereof in
                detail.

            


    

    


    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.

            


    

     

    
      	
              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

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    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 Jersey without regard to conflict or choice of law principles
                of New Jersey or any other jurisdiction.  This Agreement shall
                be executed in New Jersey and is intended to be performed in New
                Jersey.  In the event of litigation arising out of this
                Agreement, the parties hereto consent to the personal jurisdiction
                of the
                State of New Jersey, County of
                Monmouth.

            


    

    


    
      	
              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 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

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    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
                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)
      294-1133

    


    With
      a
      Copy
      To:                  Michael
      Krome, Esq.

    8
      Teak Court

    Lake
      Grove, New
      York  11755

    Facsimile:  (631)
      737-8382

    


    To
      Consultant:                     Washington
      Capital, LLC

    P.
      O. Box 110

    Marlboro,
      NJ  07746

    Facsimile:  732-577-1700

    


    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.

            


    

    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    


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

     

    
      	 COMPANY:    	AccountAbilities,
              Inc.	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

     

    
      	 CONSULTANT:	Washington
              Capital, LLC	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

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