exhibit_10-17.htm


     

    Exhibit
      10.17


    STOCK
      PURCHASE AGREEMENT

     

    This
      STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 27,
      2006 by and between Accountabilities, Inc., a Delaware corporation (the
“Issuer”) and Tri-State Employment Services, Inc., a Nevada corporation (the
“Investor”).

     

    RECITALS

     

    WHEREAS,
      the Investor desires to purchase from the Issuer, and the Issuer desires to
      issue and sell to the Investor, 1,000,000 shares (the “Shares”) of the Issuer’s
      Common Stock, $.01 par value (the “Common Stock”); and

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I.

     

    SALE
      AND PURCHASE OF COMMON STOCK

     

    1.1  Sale
      and Purchase of Common
      Stock.  Upon the terms and subject to the conditions set forth
      herein, the Issuer hereby issues and sells to the Investor and the Investor
      hereby purchases from the Issuer one million (1,000,000) Shares for a cash
      purchase  (the “Purchase Price”) price per Share equal to $.40
      ($400,000 in the aggregate).  Contemporaneous with the execution of
      this Agreement, the Investor is (a) paying Two Hundred Thousand Dollars
      ($200,000) by wire transfer to an account designated by the Issuer and (b)
      delivering a promissory note (the Note”) payable to the Issuer in the remaining
      amount of the Purchase Price, and the Issuer is delivering certificates
      representing the Shares to the Investor registered in the name of the
      Investor.  The form of Note is attached hereto as Exhibit
      A.

     

    ARTICLE
      II.

     

    REPRESENTATIONS
      AND WARRANTIES OF THE ISSUER

     

    2.1  Organization
      and Standing;
      Certificate of Incorporation and By-laws.  The Issuer is a
      corporation duly organized and existing under the laws of Delaware and is in
      good standing under such laws.  Each of the Issuer’s Subsidiaries is a
      corporation duly organized and existing under the laws of its respective
      jurisdiction of incorporation and is in good standing under such
      laws.  Each of the Issuer and its Subsidiaries has the requisite
      corporate power to own the properties owned by it and to conduct business as
      being conducted by it.

     

    2.2  Corporate
      Power.  The
      Issuer has the requisite corporate power and authority to enter into this
      Agreement, issue and sell the Shares to the Investor and carry out and perform
      its obligations under the terms of this Agreement.

     

    2.3  Capitalization.  The
      Issuer’s authorized capital stock consists of 95,000,000 shares of Common Stock,
      of which 12,600,000 shares are issued and are outstanding as of the date of
      this
      Agreement, and 5,000,000 shares of Preferred Stock, of which no shares are
      outstanding as of the date of this Agreement.  All the aforesaid
      issued and outstanding shares

     


    
      
         

      

      
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    are
      duly
      authorized, validly issued, fully paid and nonassessable.  There are
      no outstanding preemptive, conversion or other rights, options, warrants or
      agreements granted or issued by or binding upon the Issuer for the purchase
      or
      acquisition of any shares of its capital stock.

     

    2.4  Authorization.  All
      corporate action on the part of the Issuer necessary for the authorization,
      execution, delivery and performance by the Issuer of this Agreement and the
      consummation of the transactions contemplated herein and for the authorization,
      issuance and delivery of the Shares has been taken.  This Agreement is
      a valid and binding agreement of the Issuer, enforceable in accordance with
      its
      terms.  The execution, delivery and performance by the Issuer of this
      Agreement and compliance herewith and the issuance and sale of the Shares will
      not result in any violation of and will not conflict with, or result in a breach
      of any of the terms of, or constitute a default under, any provision of law
      to
      which the Issuer is subject, the Issuer’s Certificate of Incorporation or
      By-laws, or any mortgage, indenture, agreement, instrument, judgment, decree,
      order, rule or regulation or other restriction to which the Issuer or any
      predecessor thereof is a party or by which it is bound, or result in the
      creation of any lien, charge, mortgage or other encumbrance (“Lien”) upon any of
      the properties or assets of the Issuer pursuant to any such term, or result
      in
      the suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
      license, authorization or approval applicable to the Issuer’s operations or any
      of its assets or properties.  No shareholder has any preemptive rights
      or rights of first refusal by reason of the issuance of the
      Shares.  The Shares, when issued in compliance with the provisions of
      this Agreement, will be validly issued, fully paid and nonassessable, and will
      be free of any Liens.

     

    2.5  Financial
      Information.  The Issuer has delivered to Investor (A) an
      unaudited balance sheet of the Issuer’s professional and workforce solutions
      staffing services operations (the “Operations”) as of September 30, 2006 and (B)
      an unaudited statement of operations and an unaudited statement of cash flows
      of
      the  Operations for the fiscal year ended September 30, 2006 (the
“Financial Statements”).  The Financial Statements present fairly the
      financial position, results of operations, cash flows, changes in financial
      position and changes in shareholders’ equity (deficit), as applicable, of the
      Operations at the dates and for the periods to which they relate, have been
      prepared in accordance with generally accepted accounting principles
      consistently followed throughout the periods involved (except as otherwise
      indicated in the notes thereto) and show all material liabilities, absolute
      or
      contingent, of the Operations required to be recorded therein in accordance
      with
      generally accepted accounting principles as at the respective dates thereof
      (subject to customary year-end audit adjustments).

     

    2.6  Consents.  No
      consent,
      approval, qualification, order or authorization of, or filing with, any
      governmental or regulatory authority is required in connection with the Issuer’s
      valid execution, delivery or performance of this Agreement, or the offer, sale
      or issuance of the Shares by the Issuer, or the consummation of any other
      transaction contemplated on the part of the Issuer hereby, except the filing
      of
      notices under applicable state and federal securities laws.

     

    2.7  No
      Undisclosed
      Liabilities.  Except (i) as and only to the extent set forth on
      the Financial Statements, (ii) as disclosed on Schedule 2.9 hereto and
      (ii) for liabilities and obligations incurred in the ordinary course of
      business since September 30, 2006 consistent with past practice, the Issuer
      has
      no liabilities or obligations, whether absolute, accrued,

     


    
      
         

      

      
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    contingent
      or otherwise, that would be required to be recorded on a balance sheet prepared
      in accordance with generally accepted accounting principles.

     

    2.8  Compliance
      with Laws and
      Orders.  The Issuer is in compliance in all material respects with
      all applicable laws, rules, regulations, permits, orders or other pronouncements
      of any governmental entity having the effect of law and no action or proceeding
      is pending or, to the Issuer’s knowledge, threatened, against the Issuer
      alleging any failure to so comply.

     

    2.9  Tax
      Status.  Except as
      set forth on Schedule 2.9:

     

    
      	
              (a)  

            	
              the
                Issuer (i) has made or filed
                all federal, state, local and foreign tax returns, reports, statements
                and
                declarations required by any jurisdiction to which it is subject,
                and each
                such return, report, statement and declaration is true, correct and
                complete in all material respects, (ii) has paid all material taxes,
                penalties, interest, additions to tax and other governmental assessments
                and charges to the extent due and payable, whether or not shown to
                be due
                on any such return, report, statement or declaration, (iii) has withheld
                or deducted all material taxes or other amounts from payments to
                employees
                or other persons required to be deducted or withheld, and has timely
                paid
                over such taxes or other amounts to the appropriate taxing authorities
                to
                the extent due and payable and (iv) has set aside on its books provisions
                adequate for the payment of all material taxes for periods subsequent
                to
                the periods to which such returns, reports, statements or declarations
                apply; and

            


    

     

    
      	
              (b)  

            	
              there
                are no unpaid taxes in any
                material amount claimed to be due by the taxing authority of any
                jurisdiction, and, to the knowledge of the Issuer, there is no basis
                for
                any such claim.

            


    

     

    2.10  No
      Stockholder
      Approval.  No stockholder approval is required to be obtained by
      the Issuer for the sale or issuance of the Shares to the Investor hereby or
      for
      the Issuer’s performance of this Agreement.  Each of the Sellers under
      that certain Stock Purchase Agreement dated as of the date of this Agreement
      between such Sellers and the Investor has been made aware of the transactions
      contemplated by this Agreement, including the Purchase Price, and has consented
      thereto.

     

    2.11  Disclosure.  No
      representations or warranties in this Article II of this Agreement, including
      the Schedules, and no statement contained in any document (including the
      Financial Statements) furnished to the Investor or any of its representatives
      pursuant to the provisions hereof or in connection with the transactions
      contemplated hereby, contains or will contain any untrue statement of material
      fact or omits or will omit to state any material fact necessary, in light of
      the
      circumstances under which it was made, in order to make the statements herein
      or
      therein not misleading. There are no facts known to the Issuer which have or
      could reasonably be expected to have a material adverse effect  on the
      assets, liabilities (contingent or otherwise), results of operations, financial
      condition or prospects of the Issuer which have not been set forth in this
      Agreement, including any Schedule and the Financial Statements.

     


    
      
         

      

      
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    ARTICLE
      III.

     

    REPRESENTATION
      AND WARRANTIES OF THE INVESTOR

     

    The
      Investor represents and warrants to the Issuer as follows:

     

    3.1  Corporate
      Power.  The
      Investor has the requisite corporate power and authority to enter into this
      Agreement and the requisite corporate power and authority to purchase the Shares
      and to carry out and perform its obligations under this Agreement.

     

    3.2  Investment.  The
      Investor is acquiring the Shares for investment for its own account (or for
      the
      account of one of its Subsidiaries) and not with the view to, or for resale
      in
      connection with, any distribution thereof.  It understands that the
      Shares have not been and, subject to the terms of this Agreement, will not
      be
      registered under the Securities Act by reason of a specified exemption from
      the
      registration provisions of the Securities Act which depends upon, among other
      things, the bona fide nature of its investment intent as express
      herein.

     

    3.3  Accredited
      Investor
      Status.  The Investor is an “accredited investor” as that term is
      defined in Rule 501(a) promulgated under the Securities Act of 1933, as
      amended.

     

    3.4  Limitations
      on
      Disposition.  The Investor acknowledges that the Shares must be
      held indefinitely unless they are subsequently registered under the Securities
      Act or an exemption from such registration is available and, except as provided
      in Article V, the Issuer has no obligation to register the Shares or make
      available an exemption from registration.  The Investor has been
      advised or is aware of the provisions of Rule 144 promulgated under the
      Securities Act, which permits limited resale of shares purchased in a private
      placement subject to the satisfaction of certain conditions.  The
      Investor consents to affixing on certificates representing the Shares the
      following legend:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
      STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
      SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL FOR
      OR
      SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    3.5  Access
      to Data.  The
      Investor has had an opportunity to discuss the Issuer’s business, management and
      financial affairs with the Issuer’s management.  The Investor
      understands that the Issuer is considering (a) a transaction (a “Sale
      Transaction”) in which would transfer a substantial portion of its business and
      operations to a corporation in exchange for shares of that corporation which
      has
      shares traded on the OTC Bulletin Board (a “Potential Purchaser”) and (b)
      issuing convertible notes and warrants in a private placement transaction which
      could ultimately have the effect of diluting the Investor’s percentage interest
      in the

     


    
      
         

      

      
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    Issuer.
      The Investor agrees that it shall not use any such information, or disclose
      such
      information to others for use, in connection with purchasing, selling or trading
      in the securities of the Issuer or any Potential Purchaser identified to it
      in
      any manner that is in violation of legal or regulatory restrictions applicable
      from time to time, and Investor acknowledges a duty not to purchase, sell or
      trade in securities on the basis of any material inside information that is
      not
      publicly known.

     

    3.6  Authorization.  All
      corporate action on the part of the Investor necessary for the authorization,
      execution, delivery and performance by the Investor of this Agreement and the
      consummation of the transactions contemplated herein has been
      taken.  This Agreement is a valid and binding agreement of the
      Investor, enforceable in accordance with its terms.  The execution,
      delivery and performance by the Investor of this Agreement and compliance
      herewith will not result in any violation of and will not conflict with, or
      result in a breach of any of the terms of, or constitute a default under, any
      provision of law to which the Investor is subject, the Investor’s Articles of
      Incorporation, or any mortgage, indenture, agreement, instrument, judgment,
      decree, order, rule or regulation or other restriction to which the Investor
      or
      any predecessor thereof is a party or by which it is bound.

     

    ARTICLE
      IV.

     

    BOARD
      REPRESENTATION

     

    As
      soon
      as reasonably practicable after the date hereof, the Board of Directors of
      the
      Issuer shall appoint a designee of Investor as a director of the
      Company.  For so long as the Investor owns all of the Shares it is
      acquiring pursuant to this Agreement and the shares of Issuer Common Stock
      being
      acquired pursuant to the Stock Purchase Agreement of even date herewith between
      Investor and certain stockholders of Issuer, the Board of Directors will include
      a designee of Investor on each  slate of nominees proposed to
      stockholders of the Issuer for election to the Board of Directors and shall
      recommend to the stockholders the election of such designee to the
      Board..  The Issuer will not enter into a Sale Transaction unless the
      Potential Purchaser agrees to a similar provision with respect to representation
      on the Board of Directors of the Potential Purchaser.

     

    ARTICLE
      V.

     

    INDEMNITY

     

    5.1             Indemnification
      by the Issuer.   Subject to the terms and conditions
      of this Article V, the Issuer agrees to reimburse, indemnify and hold harmless
      the Investor, its directors, officers, employees, agents, representatives and
      its present and future affiliates (each, an “Investor Indemnified Party”)
      from, against and in respect of any and all demands, claims, actions or causes
      of action, assessments, losses, damages, liabilities, costs and expenses,
      including interest, penalties, and reasonable attorneys’ fees and disbursements
      (collectively, “Losses”) incurred by any Investor Indemnified Party
      resulting from, or that exist, relate, or arise due to, any of the following
      (collectively, “Investor Claims”):

     

    
      	
              (a)  

            	
              prior
                to their expiration in
                accordance with Section 6.3, any breach of any representation or
                warranty
                made by the Issuer in this
                Agreement;

            


    

     


    
      
         

      

      
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              (b)  

            	
              the
                nonfulfillment of any
                covenant or agreement of the Issuer pursuant to this Agreement;
                and

            


    

     

    
      	
              (c)  

            	
                         any
                and all actions, suits, proceedings, claims or demands incident to
                any of
                the foregoing or initiated to enforce the indemnification provisions
                herein.

            


    

     

    5.2             Indemnification
      by the Investor.  Subject to the terms and conditions of this
      Article V, the Investor agrees to reimburse, indemnify and hold harmless the
      Issuer, and its directors, officers, employees, agents, representatives and
      its
      present and future affiliates (collectively, the “Issuer Indemnified
      Parties”) from, against and in respect of any and all Losses incurred by any
      Issuer Indemnified Party resulting from, or that exist or arise due to, any
      of
      the following (collectively, “Issuer Claims,” and together with Investor
      Claims, “Claims”):

     

    
      	
              (a)  

            	
              prior
                to their expiration in
                accordance with Section 6.3, any breach of any representation or
                warranty
                made by the Investor in this
                Agreement;

            


    

     

    
      	
              (b)  

            	
              the
                nonfulfillment of any
                covenant or agreement of the Investor pursuant to this Agreement;
                and

            


    

     

    
      	
              (c)  

            	
              any
                and all actions, suits,
                proceedings, claims or demands incident to any of the foregoing or
                initiated to enforce the indemnification provisions
                herein.

            


    

     

    5.3  Procedures
      for
      Indemnification.  No party shall be liable for any Claim for
      indemnification under this Article V unless written notice of a Claim for
      indemnification is delivered by the party seeking indemnification (the
“Indemnified Party”) to the party from whom indemnification is sought
      (the “Indemnifying Party”) prior to the expiration of the applicable
      survival period, if any, set forth in Section 6.3.  If any third party
      notifies the Indemnified Party with respect to any matter which may give rise
      to
      a Claim for indemnification (a “Third Party Claim”) against the
      Indemnifying Party under this Article V, then the Indemnified
      Party shall notify the Indemnifying Party promptly thereof in writing and in
      any
      event within 30 days after receiving notice from a third party; provided that
      no
      delay on the part of the Indemnified Party in notifying the Indemnifying Party
      shall relieve the Indemnifying Party from any obligation hereunder except to
      the
      extent the Indemnifying Party is materially prejudiced thereby.  All
      notices given pursuant to this Section 5.3 shall describe
      with reasonable specificity the Third Party Claim and the basis of the
      Indemnified Party’s Claim for indemnification.  Upon the Indemnified
      Party giving notice of the Third Party Claim to the Indemnifying Party, the
      Indemnifying Party shall be entitled to participate therein and, to the extent
      desired, to assume the defense thereof with counsel of its choice as long as
      the
      Indemnifying Party agrees in writing that the Indemnified Party is entitled
      to
      indemnification by the Indemnifying Party for such action.  If the
      Indemnifying Party provides the Indemnified Party with notice of its
      determination to assume the defense of such Third Party Claim, the Indemnified
      Party may nevertheless participate in (but not control) such defense, but the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense of the Third

     


    
      
         

      

      
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    Party
      Claim, other than reasonable costs of investigation, unless the Indemnifying
      Party does not actually assume the defense thereof following notice of such
      election.  If the Indemnifying Party does not assume the defense of
      such Third Party Claim, the Indemnified Party shall have the right to undertake
      the defense of such Third Party Claim, by counsel or other representatives
      of
      its own choosing, on behalf of and for the account and risk of the Indemnifying
      Party.  Neither the Indemnified Party nor the Indemnifying Party shall
      consent to the entry or any judgment or enter into any settlement of any Third
      Party Claim that might give rise to liability of the other party under this
      Article V without such party’s consent, which consent shall not be unreasonably
      withheld, conditioned or delayed.

     

    
 

     

    MISCELLANEOUS

     

    5.4  Opinion
      of
      Counsel.  Contemporaneous wit the execution of this Agreement, the
      Issuer shall deliver or cause to be delivered an opinion of counsel in a form
      satisfactory to Investor.

     

    5.5  Governing
      Law.  This
      Agreement shall be governed in all respects by the laws of the State of
      Delaware.

     

    5.6  Survival.  The
      representations, warranties, covenants and agreements made herein shall for
      one
      year after the date hereof.

     

    5.7  Successors
      and
      Assigns.  Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors and assigns of the parties hereto.

     

    5.8  Entire
      Agreement; Amendment;
      Waiver.  This Agreement (including the Schedules and Annexes
      hereto) and the other documents delivered pursuant hereto constitute the full
      and entire understanding and agreement between the parties with regard to the
      subjects hereof and thereof.  Neither this Agreement nor any terms
      hereof may be amended, waived, discharged or terminated, except by a written
      instrument signed by the Issuer and the Investor.

     

    5.9  Separability.  In
      case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    5.10  Agent’s
      Fees.

     

    
      	
              (a)  

            	
              The
                Issuer hereby agrees to
                indemnify and to hold the Investor harmless of and from any liability
                for
                commission or compensation in the nature of an agent’s fee to any broker
                or other Person or firm (and the costs and expenses of defending
                against
                such liability or asserted liability) arising from any act by the
                Issuer
                or any of its employees or representatives in connection with the
                transactions contemplated by this
                Agreement.

            


    

     


    
      
         

      

      
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              (b)  

            	
              The
                Investor hereby agrees to
                indemnify and to hold the Issuer harmless from any liability for
                any
                commission or compensation in the nature of an agent’s fee or other Person
                or firm (and the costs and expenses of defending against such liability
                or
                asserted liability) arising from any act by the Investor or any of
                its
                employees or representatives in connection with the transactions
                contemplated by this Agreement.

            


    

     

    5.11  Titles
      and
      Subtitles.  The titles of the paragraphs and subparagraphs of this
      Agreement are for convenience of reference only and are not to be considered
      in
      construing this Agreement.

     

    5.12  United
      States
      Dollars.  All dollar amounts in this Agreement are in United
      States Dollars.

     

    5.13  Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    
      	 ACCOUNTABILITIES,
              INC.	 	 	 TRI-STATE
              EMPLOYMENT SERVICES, INC.	 
	
              /s/
                Allan
                Hartley

            	 	 	
              /s/
                Robert
                Cassera

            	 
	
              Name: 
Allan
                Hartley

            	 	 	
              Name: 
Robert
                Cassera 

            	 
	
              Title:
                President 

            	 	 	
              Title: 
                President

            	 


    

     

    
 

     


    
      
         

      

      
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    SCHEDULE
      2.9

     

    Tax
      Status

     

    


     

    Certain
      tax returns required to be filed by the Issuer’s predecessor, Humana Trans
      Services Holding Corp. (“Humana”), and Humana’s subsidiaries have not yet been
      filed, including the returns for 2004 and 2005. The Issuer estimates that the
      unpaid tax liabilities of one of such subsidiaries is approximately
      $400,000.

     

    9