exhibit_10-15.htm


    Exhibit
      10.15

     

    THE
      INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE AND ANY RIGHTS OR REMEDIES
      HEREUNDER SHALL BE SUBORDINATE TO MAKER’S PRESENT AND FUTURE BANK AND OTHER
      FINANCIAL INSTITUTION DEBT AND OTHER SENIOR DEBT INCURRED OR TO BE INCURRED
      BY
      MAKER AS SPECIFIED IN THE ASSET PURCHASE AGREEMENT OF EVEN DATE HERE WITH
      BETWEEN MAKER AND LENDER, PROVIDED, HOWEVER THAT THIS PROMISSORY NOTE SHALL
      RANK
      NO WORSE THAN PARI PASSU WITH ALL OTHER FUTURE INDEBTEDNESS OF THE
      BUYER.

     

    THE
      PAYMENTS UNDER THIS PROMISSORY NOTE ARE SUBJECT TO OFFSET PURSUANT TO SECTION
      5.7 OF THE ASSET PURCHASE AGREEMENT OF EVEN DATE HEREWITH BETWEEN MAKER AND
      LENDER.

     

    Subordinated
      Promissory Note

     

    U.S.
      $2,900,000.00                                                                                           
March
      5,
      2007

                                                                                                        Manalapan,
      NJ

     

    FOR
      VALUE
      RECEIVED, ACCOUNTABILITIES, INC., a Delaware corporation (hereinafter referred
      to as the "Maker") promises to pay to the order of RESTAFF, INC., a California
      corporation (hereinafter referred to as the "Lender"), at 2401 Waterman
      Boulevard, Suite A3, Fairfield, California 94533, or at such address as Lender
      may designate from time to time, the principal sum of Two Million Nine Hundred
      Thousand and 00/100 Dollars ($2,900,000.00), together with interest thereon
      at
      the rate of six percent (6%) per annum, payable in forty eight (48) equal
      monthly payments of principal and interest in the amount of Sixty-Nine Thousand
      Three Hundred Fourteen  and 92/100 Dollars ($69,414.92), commencing
      one hundred and twenty one (121) days after the date written above , and monthly
      thereafter on the 1st day of
      each month,
      to account(s) designated by the lender no less than two (2) business days before
      a scheduled payment date.

     

    This
      Promissory Note (the “Note”) is made pursuant to the provisions of that certain
      Asset Purchase Agreement, dated as of February 26, 2007, by and
      between  Maker and Lender (the "Asset Purchase
      Agreement").  Any payment under this Note may be offset pursuant to
      the terms of Section 5.7 of the Asset Purchase Agreement.  The
      capitalized terms herein not otherwise defined, shall have the meaning given
      to
      such terms in the Asset Purchase Agreement.

     

    The
      aggregate principal amount of this Note shall be subject to adjustment in the
      event that the Net Income (as defined in the Asset Purchase Agreement) of the
      Acquired Business, as determined in accordance with GAAP, is less than
      $1,000,000 in any calendar year, during which this Note is
      outstanding.  If the Net Income of the Acquired Business is less than
      $1,000,000 during any calendar year, then the principal amount of the note
      shall
      be reduced to an amount determined by multiplying $2,900,000 by a fraction,
      the
      numerator of which shall be the

     


    
      
         

      

      
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    amount
      of
      net income of the Acquired Business for such calendar year, and the denominator
      of which shall be the $1,000,000.

     

    The
      aggregate principal amount of this Note shall be subject to adjustment in the
      event that the net income of Seller reflected on the audited income statement
      of
      Seller for the year ended December 31, 2006 (containing mutually agreed upon
      recast numbers) is less than One Million Three Hundred Fifty Thousand Dollars
      ($1,350,000).  In such event, the aggregate principal amount of this
      Note shall be reduced by an amount equal to the amount determining by
      multiplying Three Million Nine Hundred Thousand Dollars ($3,900,000) by a
      fraction, the numerator of which will be the actual net income reflected on
      such
      audited income statement and the denominator of which will be One Million Three
      Hundred Fifty Thousand Dollars ($1,350,000).

     

    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.

     

    The
      indebtedness represented by this Note and any rights and remedies hereunder
      shall be subordinate to Maker’s present and future bank and other financial
      institution debt and other senior debt incurred or to be incurred by Maker
      and
      the indebtedness set forth on Schedule 1.2(a) of the Asset Purchase Agreement,
      provided however that this Note shall rank senior to all future acquisition
      indebtedness and no worse than pari passu with all other future indebtedness
      of
      Maker.

     

    Maker
      will be in default under this Note if it fails to make payment of any
      installment within ten (10) days of the applicable due date.

     

    Upon
      any
      default under this Note, with such default continuing for a period of thirty
      (30) days after written notice to the Maker of such default, the unpaid
      principal shall, at the option of the Lender, become immediately due and payable
      and interest will accrue, commencing at the end of such thirty (30) day period,
      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 due 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 instrument securing the indebtedness, the Maker and
      all
      guarantors and endorsers severally waive all notice of acceleration,
      presentment, protest and demand, dishonor and non-payment of this Note, and
      expressly agreed 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 agrees to pay all costs and
      expenses of collection, including reasonable attorneys' fees and any attorneys'
      fees incurred in appellate, bankruptcy or post-judgment
      proceedings.

     


    
      
         

      

      
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    This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New Jersey without regard to conflicts of law principles.  The Maker
      and Lender agree to submit to the exclusive jurisdiction of the New Jersey
      state
      courts located in Monmouth County, New Jersey 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 due date without
      penalty.

     

    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.

     

    This
      Note
      shall not be transferred, sold, assigned, pledged, hypothecated or otherwise
      disposed of by Lender without the prior written consent of the
      Maker.  Maker shall not sell, transfer, assign or otherwise dispose of
      this Note without the prior written consent of the Lender; provided that Maker
      may assign this Note to a subsidiary or affiliate of Maker as long as Maker
      remains liable for the obligations hereunder.

     

    The
      term
      "Maker" as used herein in every instance shall include the successors and
      assigns of Maker.

     

    
      	 	AccountAbilities,
              Inc.	 
	 	 	 	 
	
            	
              By:
                

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


    

     

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