exhibit_10-19.htm


    Exhibit
      10.19

     

    

      ACCOUNT
        TRANSFER AGREEMENT

      


      This
        Account Transfer Agreement (this
“Agreement”) is dated this 1st day of March, 2007, and is between Wells
        Fargo Bank, National Association through its Wells Fargo Business Credit
        operating division (“WFBC”) and Accountabilities, Inc.
        (“Seller”), a Delaware Corporation. This Agreement shall become effective as of
        the day it is accepted by WFBC as indicated at the end hereof by the date
        and
        signature on behalf of WFBC.

      


      Whereas,
        WFBC is in
        the business of purchasing accounts receivable (“accounts”); and

      


      Whereas,
        Seller
        desires, from time to time during the term of this Agreement, to sell accounts
        to WFBC; and

      


      Whereas,
        the parties
        hereto desire to enter into this Agreement to govern the purchase and sale
        of
        accounts;

      


      NOW
        THEREFORE, in
        consideration of the premises, the mutual agreements herein contained and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties agree as follows:

      


      1.           Offer
        of Accounts. At its election from time to time during the term of
        this Agreement, Seller agrees to offer for sale to WFBC certain of its accounts
        arising out of sales of goods, or services rendered, by Seller, and to sell
        to
        WFBC no less than $3,000,000 nor more than $8,000,000 a month, of such accounts
        on the terms set forth in this Agreement such of the offered accounts as
        WFBC
        may accept for purchase. WFBC shall have the absolute right in its sole
        discretion to reject any or all offered accounts, whether or not WFBC has
        previously purchased accounts of any particular account debtor hereunder.
        The
        parties agree that without the prior consent of WFBC, the maximum face amount
        of
        accounts that WFBC may purchase hereunder at any time, together with the
        then
        outstanding face amount of outstanding accounts previously purchased by WFBC
        from Seller hereunder, will not exceed Eight Million Dollars and no cents
        ($8,000,000.00) (the “Maximum Credit Facility”). WFBC’s consent to purchase
        accounts in excess of such amount may be evidenced by WFBC’s acceptance for
        purchase of such offered accounts.

      


      Overadvance.  WFBC
        will also provide Seller with a permitted overadvance in an amount not to
        exceed
        Five Hundred Thousand Dollars and no/Cents ($500,000.00) during the term
        of this
        Agreement.  The overadvance will not remain outstanding and unpaid for
        more than one year, and will only be made available upon the successful
        completion of the proposed Restaff Services, Inc. d/b/a Staffing.com acquisition
        and the subsequent addition of at least $1,000,000 in accounts receivable,
        the
        overadvance will be made under the same terms and conditions outlined in
        this
        Agreement.

      


      2.           Purchase
        and Sale of Accounts. Each account purchased by WFBC hereunder
        shall be purchased with recourse by WFBC against Seller as to the financial
        ability of the applicable account debtor to pay such account, and all losses
        incurred by WFBC from the financial inability of such account debtor to pay
        such
        account shall be borne solely by Seller; and WFBC and Seller agree that any
        account which WFBC purchases that has not been paid within 90 days of invoice
        date will result in WFBC having the option to determine that the applicable
        account debtor is financially unable to pay such account, and require the
        Seller
        to immediately pay the sums due and owing under such account to
        WFBC.  Nothing in this Agreement shall be construed to
        relieve Seller from liability for any
        breach by Seller of any representation, warranty, or
        agreement of Seller contained herein. Notwithstanding any provision of this
        Agreement to the contrary, it is contemplated by and
        the intention of the parties hereto that certain accounts of Seller may be
        considered and purchased as one account (herein a “schedule”) and the
        term “account” and “accounts” as used herein may also refer to a
“schedule” or “schedules,” as the case may be.


      
        
           

        

        
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      In
        connection with each offer by Seller
        of accounts to WFBC, Seller agrees to deliver to WFBC a written assignment
        of
        such accounts, together with a copy of all invoices relating to such accounts,
        and evidence of delivery of the related goods or performance of the related
        services (and, if requested, the original purchase orders from the applicable
        customers), all in a form satisfactory to WFBC.  In order for an
        account to be eligible for purchase by WFBC, the related invoice must set
        forth,
        as the sole address for payment, the following post office
        box:  P.O. Box 202056, Dallas, Texas 75320 (or, upon
        notice from WFBC, another post office box of WFBC (or a third party designated
        by WFBC)) and, in the case of payments to be effected by wire transfer or
        other
        electronic means, the related invoice must set forth as the sole bank account
        for such payments, a bank account of WFBC (or a third party designated by
        WFBC).
        WFBC’s acceptance for purchase of offered accounts shall be
        evidenced by WFBC’s tendered of the Initial Payment to Seller or
        otherwise delivering to Seller a schedule of accounts accepted for purchase
        by
        WFBC.  Seller’s assignment of offered accounts shall not be effective
        as to any accounts not accepted for purchase by WFBC.

      


      Seller
        hereby sells, transfers, assigns
        and otherwise conveys to WFBC (as a sale by Seller and a purchase by WFBC,
        and
        not as a security interest) all right, title and interest of Seller in and
        to
        all accounts accepted by WFBC of purchase hereunder, together with all related
        rights (but not obligations) of Seller with respect thereto, including all
        contract rights, guarantees, letters of credit, liens in favor of Seller,
        insurance and other agreements and arrangements of whatever character from
        time
        to time supporting or securing payment of such accounts and all right, title
        and
        interest of Seller in any related goods, including Seller’s rights and remedies
        under Article 2, Part 7 of the applicable Uniform Commercial Code
        (“UCC”).  The foregoing sale, transfer, assignment and
        conveyance does not constitute and is not intended to result in an assumption
        by
        WFBC of any obligation of Seller or any other person in connection with the
        accounts or related rights or under any agreement or instrument relating
        thereto. Seller agrees to execute and deliver such bills of sale, assignments,
        letters of credit, notices of assignment, financing statements (including
        continuation statements) under the applicable UCC and other documents, and
        make
        such entries and markings in its books and records, and to take
        all such other actions (including the negotiation, assignment or transfer
        of
        negotiable documents, letters of credit or other instruments) as WFBC may
        request to further evidence or protect the sales and assignments of accounts
        and
        related rights to WFBC hereunder, as well as WFBC’s interest in any returned
        goods referred to in Section 8 hereof.

      


      3.           Terms
        of Accounts. Except as otherwise may be agreed to in writing by
        WFBC from time to time, the terms of sale offered to Seller to its account
        debtors with respect to all accounts offered to WFBC for purchase hereunder
        shall be NET 30 DAYS. After an account has been purchased by WFBC, Seller
        shall
        not have the right to vary the terms of sale set forth in the invoice relating
        to such account, or any other aspect of the account, except in Seller’s capacity
        as agent for WFBC for purposes of collection of the accounts purchased by
        WFBC
        as set forth in Section 8 hereof, and then only with the prior written consent
        of WFBC.

      


      4.           Purchase
        Price.  The purchase price for each account purchased
        hereunder shall consist of and be paid the Initial Payment and the Reserve.
        The
        Initial Payment shall be payable by WFBC to Seller on the business day that
        WFBC
        accepts for purchase the related account, and the Reserve shall be payable
        by
        WFBC to Seller within three (3) business days after WFBC receives, in collected
        funds, the Net amount of the related account (subject to WFBC’s right to
        withhold payment of Reserves hereunder, and subject to WFBC’s right to withhold,
        offset and charge, each as described below).

      


      “Initial
        Payment” means Ninety
        percent (90%) of the Net Amount of an account. “Net Amount” of an account
        means the gross face amount payable pursuant to the related invoice, less
        taxes
        and all permitted discounts, deductions and allowances,
        calculated on the basis of the shortest payment period provided with respect
        to
        such invoice. “Reserve” with respect to an account means aggregate amount
        collected with respect to such account, less the sum of (i) the Initial Payment
        with respect to such account and (ii) WFBC’s Discount and Fees.


      
        
           

        

        
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      5.           
        Variable Discounts. WFBC’s “Variable Discount” means a
        discount computed on the Initial Payment from the date of payment of the
        Initial Payment to the date of receipt by WFBC of the proceeds of
        collection of such account at a per annum rate equal to WFBC’s Prime Rate in
        effect on the date of purchase of such account plus one and a half percent
        (1.50%) per annum. WFBC’s  “Prime Rate”
shall
        mean the highest of the Prime Rate published by Wells Fargo
        Bank, N.A. as the base rate on corporate loans.  In the event the
        Prime Rate as published by Wells Fargo Bank, N.A. ceases to exist or
Wells Fargo Bank, N.A. ceases publishing a Prime Rate, the holder
        hereof will substitute a comparable index which is outside the control of
        the
        holder.  In the event of an error by Wells Fargo Bank, N.A.,
        the “Prime Rate” will be based upon the Prime Rate as corrected.  Any
        increase or decrease in the Prime Rate shall be effective as of the next
        business day following such adjustment and such adjusted Prime Rate shall
        be the
        applicable Prime Rate in determining the rate of interest payable
        hereunder.

      


      


      Termination
        Fee.  If the Agreement is terminated by WFBC upon the
        occurrence of an Event of Default, or is terminated by Seller, in view of
        the
        impracticability and extreme difficulty of ascertaining actual damages and
        by
        mutual agreement of the parties as to a reasonable calculation of WFBC's
        lost
        profits as a result thereof, in addition to payment of all principal, interest,
        fees, expenses and other Obligations, Seller shall pay WFBC upon the effective
        date of such termination a fee in an amount equal to:  (a) three
        percent (3%) of the Maximum Credit Facility plus the then outstanding principal
        balance of any term loans or Advances other than under this Credit Facility,
        if
        such termination occurs on or prior to the first (1st) anniversary of the
        commencement date of the Initial Term; (b) two percent (2%) of the Maximum
        Credit Facility plus the then outstanding principal balance of any term loans
        or
        Advances other than under the Maximum Credit Facility if such termination
        occurs
        after the first (1st) anniversary of the commencement date of the Initial
        Term
        and on or prior to the second (2nd) anniversary of the commencement date
        of the
        Initial Term, or (c) one percent (1%) of the Maximum Credit Facility plus
        the
        then outstanding principal balance of any term loans or Advances other than
        under this Credit Facility if such termination occurs within a successive
        renewal term.  Such fee shall be presumed to be the amount of damages
        sustained by WFBC as the result of termination and Seller acknowledges that
        it
        is reasonable under the circumstances currently existing.

      


      


      6.           Default
        and Remedies.  The occurrence of any of the following
        events shall be events of default hereunder:  Seller shall fail to pay
        any indebtedness to WFBC when due or repurchase any Account when required
        hereunder; Seller shall breach any term, provision, promise, warranty,
        representation or covenant under this Agreement, or under any other agreements,
        contracts, between Seller and WFBC or obligation to WFBC; the appointment
        of any
        receiver or trustee of all or a substantial portion of the assets of Seller;
        Seller shall become insolvent or unable to pay debts as they mature, shall
        make
        a general assignment for the benefit of creditors or shall voluntarily file
        a
        petition under the United States Bankruptcy Code or any similar law; any
        involuntary petition in bankruptcy shall be filed against Seller and is not
        dismissed within 60 days or an order for relief is entered against Seller
        under
        the United States Bankruptcy Code; any levies, attachment, executions, tax
        assessments or similar process shall be issued against the Collateral; any
        financial statements, profit and loss statements, or schedules, other statements
        or documents furnished by Seller to WFBC are false or incorrect in any material
        respect; any documents submitted by Seller to WFBC for the purchase of an
        Account are mistaken, fraudulent, incorrect and/or erroneous in any material
        respect, or if the Seller fails to submit any document required by WFBC under
        this Agreement for the purchase of that Account or if any guarantor withdraws
        a
        guaranty of this agreement. Upon the occurrence of an event of default, WFBC
        may
        declare immediately due and payable, and to charge back, all indebtedness
        of
        Customer to WFBCI, including without limitation (i) outstanding purchased
        Accounts and (ii) all other fees, costs and expenses as required hereunder
        and  exercise any or all rights available to a secured creditor with
        respect to the Seller and the Collateral (as defined below) under the Uniform
        Commercial Code (the “UCC”). After the occurrence of an event of default,
        interest shall accrue on any unpaid balance due to WFBC at the default rate
        of
        18%.


      
        
           

        

        
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      7.           Reserve.
        Should WFBC, using sound and reasonable business judgment, deem itself to
        be
        insecure hereunder, and inany event upon the occurrence of an event of default
        hereunder, WFBC may at its election, withhold payment of the Initial Payment
        and/or the Reserve with respect to any or all accounts purchased hereunder
        to
        the extent necessary to accumulate a reserve in an amount up to the sum of
        (a)
        the total Initial Payments made by WFBC with respect to accounts purchased
        by
        WFBC hereunder which remain uncollected, plus (b) the total of WFBC’s Discount
        and Fees owed to WFBC with respect to such accounts and (c)
        such other amounts which may become owed by Seller to WFBC. Seller
        hereby authorizes WFBC to offset and charge any and all amounts for which
        Seller
        may be obligated to WFBC pursuant to the terms of this Agreement against
        the
        amounts so withheld, and at WFBC’s election, against any funds
        of Seller in the possession or control of WFBC, from whatever
        source.  However, if, on any business day that WFBC regularly makes a
        payment to Seller for accounts purchased, none of the foregoing conditions
        exist, no other breach of this Agreement by Seller exists and WFBC determines,
        in its sole discretion, that the Reserve is adequate to cover the total of
        (a),
        (b) and (c) above, after taking into account the
        following described distribution, then WFBC shall distribute to
        Seller all funds it then has on hand that it has collected from accounts
        that
        WFBC has not then purchased.

      


      8.           Certain
        Security.  For the purpose of securing WFBC in the
        payment of any and all sums of money that may become due and owing WFBC from
        Seller by reason of this Agreement and securing WFBC in the performance by
        Seller of Seller’s obligations hereunder, Seller hereby grants to WFBC a
        security interest in (i) all of Seller’s present and future inventory, accounts,
        account and contract rights, contracts and the proceeds therefrom, together
        with
        all notes, drafts, acceptances, documents, instruments, chattel paper, general
        intangibles and products and proceeds thereof including all returned or
        repossessed goods, (ii) all amounts withheld by WFBC pursuant to Section
        7
        hereof and (iii) all funds of Seller in the possession or control of WFBC,
        from
        whatever source (all, the “Collateral”). Seller agrees to execute and deliver
        such financing statements under the applicable UCC and other documents, and
        make
        such entries and markings in its books and records and to take all such other
        actions, as WFBC may request to further evidence, perfect, preserve or protect
        the security interest granted to WFBC hereunder.  WFBC
        shall have all rights and remedies in respect of the
        security interest herein granted as are provided in this Agreement, the UCC
        and
        other applicable law, including the right at any time, before or after any
        default by Seller of any of its obligations hereunder, to notify account
        debtors
        and obligors on instruments to make payments to WFBC (or its designee) and
        to
        take control of proceeds to which WFBC is entitled, and to apply proceeds
        to (in
        addition to other obligations of Seller to WFBC) the reasonable attorneys’ fees
        and legal expenses incurred by WFBC in connection with the disposition of
        collateral or the other exercise of rights and remedies by WFBC.

      


      In
        the event a security interest has
        heretofore been granted and given to WFBC by Seller in a
        prior agreement(s) to secure certain
        obligations, then, in such event, and not withstanding anything in this
        Agreement to the contrary, including paragraph 16 hereof,
        the security interest granted and given to WFBC is in renewal and extension,
        and
        not in extinguishment of, all such prior security
        interests and are valid and subsisting liens to secure all prior, existing
        and
        new obligations of Seller to WFBC hereunder and under any such prior agreements,
        which obligations are likewise herein renewed and extended.

      


      9.           Collection
        of Receivables.  To the extent necessary, WFBC hereby
        appoints Seller as agent for WFBC for purposes of collection of accounts
        purchased by WFBC hereunder. As WFBC’s agent for the collection of accounts
        purchased by WFBC hereunder, Seller agrees to collect accounts sold to WFBC
        in
        accordance with Seller’s customary practices and in compliance with applicable
        law. Seller will furnish to WFBC, upon request, any and all papers, documents
        and records in its possession or control related to accounts purchased by
        WFBC
        hereunder, or related to Seller’s business relationship with the respective
        account debtors, and agrees to cooperate fully with WFBC on all
        matters related to collection of accounts purchased by WFBC hereunder. WFBC
        reserves the right to terminate such agency at any time or
        without cause or notice to Seller. Seller authorizes WFBC to forward directly
        to
        account debtors statements or invoices on accounts purchased by WFBC hereunder,
        and to request payment at such address or to such bank account or lock box
        as
        may be designated by WFBC. Seller agrees that, if


      
        
           

        

        
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      any
        payment made to Seller on any account purchased by WFBC from Seller hereunder,
        Seller (i) will hold such payment in trust for WFBC, (ii) will not commingle
        such payment with any funds of Seller, and (iii) WILL DELIVER SUCH PAYMENT
        TO
        WFBC, IN THE EXACT FORM RECEIVED, BY THE CLOSE OF BUSINESS ON THE NEXT BUSINESS
        DAY FOLLOWING RECEIPT THEREOF BY SELLER. Seller shall pay a misdirected payment
        fee in the amount of fifteen percent (15%) of the amount of any payment on
        account of a purchased Account which has been received by Customer and not
        delivered in kind to WFBC on the second business day following the date of
        receipt by Seller. If any goods relating to an account purchased by WFBC
        hereunder shall be returned to or repossessed by Seller, Seller shall give
        prompt notice thereof to WFBC and shall hold such goods in trust
        for WFBC, separate and apart from Seller’s own property, and such goods shall be
        owned solely by WFBC and be subject to WFBC’s direction and control. Seller
        shall properly store and protect such goods and agrees to cooperate fully
        with
        WFBC in any subsequent disposition thereof for the benefit of WFBC.

      


      Seller
        authorizes WFBC to collect, sue
        for and give releases for, in the name of Seller or WFBC in WFBC’s sole
        discretion, all amounts due on accounts sold to WFBC hereunder.
        Seller specifically authorizes WFBC to endorse, in the name of Seller, all
        checks, drafts, trade acceptances or other forms of payment tendered by account
        debtors in payment of accounts sold to WFBC hereunder and made payable to
        Seller. WFBC shall have no liability to Seller for any mistake in the
        application of any payment received with respect to any account; provided
        WFBC
        has not acted in bad faith or has not be grossly negligent, it being the
        specific intent of the parties hereto that WFBC shall have no liability
        hereunder for its own negligence. Seller hereby waives notice of nonpayment
        of
        any account sold to WFBC hereunder as well as any and all other notices with
        respect to such accounts, demands or presentations for payment, and agrees
        that
        WFBC may extend or renew from time to time the payment of, or vary, reduce
        the
        amount payable under or compromise any of the terms of, any account purchased
        by
        WFBC, in each case without notice to or the consent of Seller.  Seller
        further authorizes WFBC (or its designee) to open and remove the
        contents of any post office box of Seller or WFBC (or its designee) which
        WFBC
        believes contains mail relating to accounts, and in connection therewith
        or
        otherwise, to receive, open and dispose of mail addressed to Seller which
        WFBC
        believes may relate to accounts, and in order to further assure receipt by
        WFBC
        (or its designee) of mail relating to such accounts, to notify other parties
        including customers and postal authorities to change the address for delivery
        of
        such mail addressed to Seller at such address as WFBC may
        designate.  WFBC agrees to use reasonable measures to preserve the
        contents of any such mail which does not relate to accounts purchased hereunder
        and to deliver same to Seller (or, at the election of WFBC, to notify Seller
        of
        the address where Seller may take possession of such contents; provided,
        if
        Seller does not take possession of such contents within 30 days after notice
        from WFBC to take possession thereof, WFBC may dispose of such contents without
        any liability to Seller.)  Seller hereby irrevocably appoints WFBC
        (and any employee, agent or other person designated by WFBC, any of whom
        may act
        without joinder to the others) as Seller’s attorneys-in-fact and agents, in
        Seller’s name, place, and stead, to take all actions, execute and deliver all
        notices, negotiate such instruments and other documents, as may be necessary
        or
        advisable to permit WFBC (or its designee) to take any and all of
        the actions described in
        this paragraph or to carry out the purpose and intent
        thereof, as fully and for all intents and purposes as Seller could
        itself do, and hereby ratifies and confirms all that said attorneys-in-fact
        and
        agents may do or cause to be done by virtue hereof.

      


      10.           Representations,
        Warranties and Covenants of Seller.  Seller hereby
        represents and warrants to WFBC with respect to each account offered by Seller
        to WFBC hereunder that (i) Seller is the sole owner of such account, which
        account is free and clear of any liens, claims, equities or encumbrances
        whatsoever, and upon each purchase by WFBC of such account, WFBC will own
        such
        account free and clear of any liens, claims, equities or encumbrances whatsoever
        and the consideration received by Seller from WFBC for such account is fair
        and
        adequate, (ii) Seller is the sole obligee under such account, and has full
        power
        and is duly authorized to sell, assign and transfer such account to WFBC
        hereunder, and the date of sale of such account is not more
        than 60 days after the date of the original invoice relating to
        such account, (iii) Seller has no knowledge of any fact which would lead
        it to
        expect that, at the date of sale of such account to WFBC, such account will
        not
        be paid in the full stated amount when due, (iv) such account
        arises out of a bona fide sale of conforming goods or the bona fide rendition
        of
        services by Seller,


      
        
           

        

        
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      and
        all
        underlying goods have been delivered to the account debtor, or all underlying
        services have been rendered by Seller, in complete fulfillment of all of
        the
        terms and conditions of a fully executed, delivered and unexpired contract
        with
        the account debtor, and the account debtor has accepted the goods or services
        to
        which the account relates, (v) such account
        is denominated and payable only in United
        States dollars and constitutes the legal, valid and binding
        payment obligation of the account debtor, enforceable in accordance with
        its
        terms (except as such enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium, or other similar laws affecting the
        enforcement of creditor’s rights generally), (vi) such account is current and
        not past due, has not been paid by or on behalf of the account debtor in
        whole
        or in part, and is not and will not be subject to any
        dispute, recision, set-off, recoupment, defense or claim by the account debtor,
        whether relating to price, quality, workmanship, delay in delivery, set-off,
        counterclaim or otherwise, and the account debtor has not and will not claim
        any
        defense of any kind or character (other than bankruptcy or
        insolvency arising after the date of sale of such account to WFBC hereunder)
        against payment of such account, and (vii) as of the date of purchase by
        WFBC of
        such account the account debtor with respect to such account is not a debtor
        in
        any bankruptcy proceedings, insolvent, undergoing composition or adjustment
        of
        debts or unable to make payment of its obligations when due and the account
        debtor is located (within the meaning of Section 9-103 of the applicable
        UCC)
        and has its principle executive offices within the United States. Seller
        further
        represents and warrants to WFBC that (a) the execution, delivery and performance
        of this Agreement by Seller have been duly authorized and this Agreement
        constitutes the legal, valid and binding obligation of Seller, enforceable
        against Seller in accordance with its terms, (b) Seller is not a debtor in
        any
        bankruptcy proceedings, insolvent, undergoing composition or adjustment of
        debts
        or unable to make payment of its obligations when due and no petition in
        bankruptcy has been filed by or against Seller or any affiliate thereof,
        nor has
        Seller or any of its affiliates filed any petition seeking an arrangement
        of its
        debtors or for any other relief under the United States Bankruptcy Code (the
        “Bankruptcy Code”), and no application for appointment of a receiver or
        trustee for all or a substantial part of the property of Seller or any affiliate
        thereof is pending, nor has Seller or any affiliate thereof made any assignment
        for the benefit of creditors, (c) Seller is not in default of any debt or
        obligation to any lender or other creditor, and (d) Seller’s principle place of
        business, chief executive office, location where the records concerning its
        books of account and contract rights are kept, and location of any property
        subject to the security interest granted in Section 7 hereof, unless changed
        upon notice to WFBC complying with the next following sentence and Section
        15 of
        this Agreement, is its “Address for Notices” described in Section 15
        hereof, (e) Seller and each Guarantor is solvent, is able to pay its or his
        debts as they become due, and has no outstanding liens, suits, garnishments,
        bankruptcies, or court actions which could render it or him insolvent, (f)
        all
        federal, state, county, city, and other taxes, including without limitation,
        income taxes, payroll taxes, real estate taxes, and sales taxes which are
        due
        and owing by Seller have been paid, and by the execution hereof, Seller
        certifies that all future taxes, of any kind and character, will be paid
        when
        due. Seller agrees not to change the location of its principal place of business
        or chief executive office, the location where its records concerning its
        books
        of account or contract rights are kept, or the location of any property subject
        to the security interest granted in Section 7 hereof, without giving at least
        15
        days advance written notice thereof to WFBC.

      


      Each
        representation and warranty of
        Seller contained in this Agreement shall be deemed to be made at and as of
        the
        date hereof and at and as of the date of each sale of accounts to WFBC
        hereunder.

      


      Seller
        agrees to indemnify and hold
        WFBC harmless against any breach by Seller of any representation, warranty
        or
        agreement of Seller contained in this Agreement, and against any claims or
        damages arising out of the manufacture, sale, possession or use of, or otherwise
        relating to, goods, or the performance of services, associated with or relating
        to accounts or related rights purchased (or with respect to which a security
        interest is granted) hereunder.

      


      Seller
        agrees to notify WFBC
        immediately of any breach by Seller of any representation, warranty or agreement
        of Seller contained herein or should any representation, warranty or agreement
        made herein become untrue or false at any time. Seller further agrees to
        notify
        WFBC immediately of the assertion by any account debtor of any dispute or
        other
        claim (including any defense or offset asserted by


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      any
        account debtor) with respect to any account sold to WFBC hereunder, or with
        respect to any related goods or services. Upon WFBC’s request, Seller agrees to
        settle, at its own expense and for the benefit of WFBC any such dispute or
        claim
        upon such terms as WFBC may in its sole discretion deem advisable or (ii)
        to
        assign the related account to Seller, without recourse to WFBC,
        and charge any unpaid balance with respect thereof (up to
        the amount of the Initial Payment with respect thereto and WFBC’s Discount and
        Fees (through the date of such change) with respect thereto) against any
        amounts
        withheld by WFBC from Reserves pursuant to Section 6 hereof or against such
        other funds, WFBC may require Seller to pay (and Seller hereby agrees to
        pay) to
        WFBC on demand any such unpaid balance. Seller agrees to notify WFBC in advance
        of the filing of any voluntary bankruptcy proceeding or any other voluntary
        insolvency proceeding.

      


      11.           Financial
        Statements.  Seller represents and warrants that all
        financial and other information provided by Seller to WFBC in connection
        with
        Seller’s factoring application to WFBC or to induce WFBC to enter into this
        Agreement is true, complete and correct in all
        material respects.  Seller agrees to furnish to
        WFBC (i) within 120 days after the last day of each fiscal year of Seller
        a
        consolidated statement of income and a consolidated statement of cash flows
        of
        Seller for such fiscal year, and a consolidated balance sheet of Seller as
        of
        the last day of the fiscal year, together with an auditor’s report thereon by an
        independent certified public accountant (if Seller generally obtains such
        an
        auditor’s report), (ii) within 45 days after the last day of each quarter,
        quarterly unaudited consolidated statements of income and statement of cash
        flows of Seller for each quarter and unaudited consolidated balance sheets
        of
        Seller as of the end of each quarter. Seller represents and warrants that
        each
        such statement of income and statement of cash flows will fairly present,
        in all
        material respects, the results of operations and cash
        flows of Seller for the period set forth therein,
        and that each such balance sheet will fairly present, in
        all material respects, the financial condition of Seller as of the date set
        forth therein, all in accordance with generally accepted accounting principles
        applied on a consistent basis, except as otherwise noted in the accompanying
        auditors’  report (or, with respect to unaudited financial statements,
        in the notes thereto). Seller also agrees to furnish to WFBC, upon request,
        such
        additional financial and business information
        concerning Seller and its business as WFBC may reasonably
        request, including copies of its Form 941 returns filed with the Internal
        Revenue Service and evidence of payment of related taxes. WFBC and its agents,
        representatives and accountants have the right, at all times during normal
        business hours and without prior notice to Seller, to conduct an audit or
        other
        examination of the financial or business records of Seller and to examine
        and
        make copies of all books and records of Seller for the purpose of assuring
        or
        verifying compliance by Seller with the terms of this Agreement, and Seller
        agrees to cooperate fully with WFBC and its agents, representatives, and
        accountants in connection therewith. Seller agrees to properly reflect the
        effect of this Agreement, and all sales related thereto, in all financial
        reports and disclosures, written or otherwise, provided to Seller’s creditors
        and other interested parties. Seller specifically agrees that all accounts
        purchased by WFBC will be excluded from Seller’s reported accounts receivable
        balances. Seller also specifically agrees to immediately notify WFBC of any
        material adverse change in Seller’s financial condition or
        business.

      


      12.           Taxes.  All
        taxes and governmental charges of any kind imposed with respect to the sale
        of
        goods or the rendering of services relating to accounts purchased by WFBC
        hereunder shall be for the account of, and paid by, Seller.

      


      13.           Termination.  This
        Agreement shall not be terminated by either party prior to twenty four (24)
        months after the execution of this Agreement and shall be automatically renewed
        for successive renewal terms of twenty four (24) months each unless terminated
        at the end of the initial term or any renewal term by any party giving the
        other
        written notice of termination at least thirty (30) days prior to the end
        of such
        period.  WFBC may, at its election, terminate this Agreement
        immediately and without the requirement of notice to Seller if (i) Seller
        shall
        fail to perform any of its obligations hereunder or
        shall breach any of its representations and warranties hereunder, (ii) Seller
        or
        any of its affiliates shall become insolvent or suspend all or a substantial
        part of its or their business, (iii) a petition under the Bankruptcy Code
        or any
        other insolvency or debtor status shall be filed by or against Seller or
        any
        affiliate or any receivership proceedings with respect thereto shall commence,
        (iv) any guarantee of any


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      of
        Seller’s obligations hereunder shall be terminated or become impaired, or (v)
        WFBC otherwise determines, using sound and reasonable business judgment,
        that it
        is insecure hereunder..

      


      Termination
        of this Agreement shall not
        affect the rights and obligations of the parties hereunder with respect to
        transactions occurring on or prior to the date of such termination, and this
        Agreement shall continue to govern the rights and obligations of the parties
        hereto with respect to accounts purchased by WFBC from Seller on or prior
        to the
        date of such termination. All security interests granted or contemplated
        by this
        Agreement shall survive the termination of this Agreement until all amounts
        payable to WFBC with respect to transactions occurring on or prior to the
        date
        of termination have been paid to WFBC, and Seller has performed all its
        obligations to WFBC with respect to such transactions.

      


      Seller
        agrees to reimburse WFBC upon
        demand for WFBC’s attorneys’ fees, court costs, and other fees and expenses
        incurred in enforcing any of WFBC’s rights under this Agreement.

      


      14.           Governing
        Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF TEXAS WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
        THEREOF.  SELLER HEREBY SUBMITS (IF FEDERAL JURISDICTION IS AVAILABLE)
        TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
        NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION, OR (IF FEDERAL JURISDICTION
        IS NOT
        AVAILABLE) TO THE EXCLUSIVE JURISDICTION OF ANY TEXAS STATE COURT SITTING
        IN
        DALLAS, TEXAS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OR
        RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.  SELLER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
        LAW, ANY OBJECTION WHICH SELLER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
        THE
        VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
        SUCH
        PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
        SELLER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
        LEGAL
        PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
        OR THE TRANSACTIONS CONTEMPLATED
        HEREBY.

      


      15.           Amendments;
        Waivers. This Agreement may be amended only in
        writing signed by the parties hereto. No failure on the part of WFBC to
        exercise, and no delay by WFBC in exercising, and no course of dealing by
        WFBC
        with respect to, any right, power or privilege under this Agreement shall
        operate as a waiver thereof, nor shall any single or partial exercise of
        any
        right, power or privilege hereunder by WFBC preclude any other or further
        exercise thereof or the exercise of any other right, power or privilege.
        The
        remedies of WFBC hereunder are cumulative and not exclusive of any remedies
        provided by law.

      


      16.           Notices.  All
        notices and other communications provided for herein shall be given or made
        in
        writing and telecopied or delivered by courier or mail to the intended recipient
        at the “Address for Notices” specified opposite its name on the signature
        page hereto, or at such other address or telecopy number as shall be designated
        by a party to the other party in the manner specified in this Section 15.
        All
        such notices and other communications shall be deemed to have been duly given
        when transmitted by telecopies (with receipt thereof confirmed by telecopies)
        or
        personally delivered or, in the case of a mailed notice, upon deposit in
        the
        United States Postal System postage prepaid and properly addressed, in each
        case
        given or addressed as aforesaid.

      


      17.           Captions;
        Final Agreement; Counterparts; Successors and Assigns. Captions and
        headings appearing herein are included solely for convenience of reference
        and
        are not intended to affect the interpretation of any provision of this
        Agreement. This Agreement represents the final agreement between the parties
        hereto with respect to the subject matter hereof, and supersedes all prior
        proposals, negotiations, agreements and understandings, oral or written,
        related
        to such subject matter. This Agreement may be executed in any number of
        counterparts, all of which taken together shall constitute


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      one
        and
        the same agreement. This Agreement may not be assigned by Seller without
        the
        prior written consent of WFBC. This Agreement may be assigned by WFBC, and
        any
        accounts purchased by WFBC hereunder, together with all rights and interests
        related thereto granted to WFBC hereunder, may be assigned by WFBC, all without
        notice to or the consent of Seller. This Agreement shall be binding upon
        the
        parties hereto and their respective successors and permitted
        assignees.

      


      


      In
        Witness Whereof, the
        parties hereto, heretofore duly authorized, have executed
        this Agreement as of the date first set forth above.

       

      
        	 Address
                for
                Notices:	ACCOUNTABILITIES,
                INC.	 
	 Accountabilities,
                Inc.	 	 	 
	
                500
                  Craig Road,
                  Ste. 201

              	
                By:
                  

              	/s/ Allan
                Hartley	 
	Manalapan,
                NJ
                07726 	 	Name:
                Allan
                Hartley 	 
	Telecopy
                No. (732) 653-0295 	 	Title:
                President 	 
	 	 	Date:
                7 March
                2007 	 


      

      

        	Address
                for
                Notices: 	WELLS
                FARGO BANK, NATIONAL ASSOCIATION	 
	Wells
                Fargo
                Business Credit 	 	 	 
	
                P.O.
                  Box
                  1024

              	
                By:
                  

              	/s/ Scott
                R.
                McAaron	 
	Addison,
                TX
                75001	 	Name:
                Scott R.
                McAaron 	 
	Telecopy
                No. (972)
                386-9914 	 	Title:
                Division
                Manager 	 
	 	 	Date:
                March 7,
                2007 	 


      

       

      9