exhibit_10-8.htm


    Exhibit
      10.8

    


    PROMISSORY
      NOTE

    


    U.S.
      $175,000.00                                                                                           
March
      31, 2006

    Manalapan,
      NJ

    


    


    FOR
      VALUE RECEIVED,
ACCOUNTABILITIES, INC., a Delaware corporation (hereinafter
      referred to as the "Maker") with corporate offices located at 500 Craig Road,
      Suite 201, Manalapan, New Jersey 07726, promises to pay to the order of
BERNARD FREEDMAN AND ALICE FREEDMAN LIVING TRUST DATED APRIL 28,
      1992, or its successor or assignee (hereinafter referred to as the
      "Lender") residing at 12633 Promontory Road, Los Angeles, California 90049-1186,
      or at such address as Lender may designate from time to time, the principal
      sum
      of One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000), together
      with interest thereon at the rate of eight percent (8%) annually, such payments
      being amortized and payable over a ten (10) month period in equal monthly
      payments, in the amount of $18,148.06, commencing April 30, 2006, with the
      final
      payment of all remaining principal and accrued and outstanding interest due
      and
      payable on or before January 30, 2007  (the "Maturity
      Date").

    


    This
      Note is made pursuant to the
      provisions of that certain asset purchase agreement, dated as of March 31,
      2006,
      by and between the Maker and U S Temp Services, Inc. (the "Asset Purchase
      Agreement"). The capitalized terms herein not otherwise defined, shall have
      the
      meaning given to such terms in the Asset Purchase Agreement.

    


    Payments
      of the amounts due hereunder
      shall be made in lawful money of the United States which shall be legal tender
      in payment of all debts, public and private, at the time of
      payment.

    


    Should
      Maker not pay any installment
      required hereunder within ten (10) days of the date it is due, or should Maker
      be in default of the Security Agreement between Maker and Lender of even date
      herewith or the Asset Purchase Agreement beyond any applicable grace periods,
      then Lender shall have the option, without notice or demand, to declare Maker
      to
      be in default under this Note.

    


    Should
      any installment due hereunder
      not be made by Maker within ten (10) days of the date it is due, the late
      installment shall be subject to a five percent (5%) late charge.

    


    Upon
      any default under this Note, in
      addition to any other remedies provided herein or in the Security Agreement
      or
      the Asset Purchase Agreement, the unpaid principal shall, at the option of
      the
      Lender, become immediately due and payable and interest will accrue at an annual
      rate equal to the lesser of eighteen percent (18%) or the maximum rate of
      interest permitted by applicable law. Failure to exercise this right to
      accelerate the Maturity Date, shall not constitute a waiver of Lender's right
      to
      exercise the same in the event of any subsequent default. Any property of the
      Maker or of any endorser held by the Lender hereof may be applied by the Lender
      to any sums due and unpaid pursuant to this Note.

    


    As
      to this Note and any other
      instruments securing the indebtedness, the Maker waives all notice of
      acceleration, presentment, protest and demand, dishonor and non−payment of this
      Note, and expressly agree that the maturity of this Note, or any payment
      hereunder, may be extended from time to time without in any way affecting the
      liability of the Maker and all guarantors and endorsers.

    


    Should
      it become necessary to collect
      this Note through an attorney, the Maker and any surety, endorser or guarantor
      of this Note hereby agree to pay all costs and expenses of collection,
      including


    
      
         

      

      
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    reasonable
      attorneys' fees and any attorneys' fees incurred in appellate, bankruptcy or
      post−judgment proceedings.

    


    This
      Note shall be governed by and
      construed in accordance with the laws of the State of California. The Maker
      agrees to submit to the jurisdiction of any court which Lender may select in
      Los
      Angeles County, California to enforce the terms of this Note.

    


    The
      Maker acknowledges and agrees that
      this Note has been signed and delivered in exchange for valuable
      consideration.

    


    This
      Note may be prepaid in whole or in
      part at any time prior to the Maturity Date without penalty.

    


    Time
      is of the essence with respect to
      each and every term and provision of this Note.

    


    Any
      notice or demand which Lender may
      desire to give to Maker shall be deemed given and received if written notice
      or
      demand is either delivered to the address of Maker given in the Asset Purchase
      Agreement or mailed by certified U.S. mail, return receipt requested to such
      address. Delivered notices shall be effective when delivered and mailed notices
      three (3) days after the notice is deposited in the U.S. Mail, with sufficient
      postage affixed.

    


    This
      Note may not be changed orally,
      but only by an agreement in writing, signed by the party against whom
      enforcement of any waiver, change, modification or discharge is
      sought.

    


    The
      term "Maker" as used herein in
      every instance shall include the heirs, executors, administrators, successors,
      legal representatives and assigns of Maker.

    


    Executed
      and sealed the day and year
      first written above.

     

    
      	 	ACCOUNTABILITIES,
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

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