Clarification Addendum to Asset Purchase Agreement between Accountabilities, Inc. and ReStaff Services, Inc.

Summary

This addendum, dated February 28, 2008, amends the Asset Purchase Agreement from February 26, 2007 between Accountabilities, Inc. and ReStaff Services, Inc. It clarifies the definition of 'Net Income' as used in specific sections of the original agreement, specifying how it should be calculated according to U.S. generally accepted accounting principles. Both parties have signed to confirm their agreement to this clarification.

EX-10.40 5 exh10_40.htm EXHIBIT 10.40 exh10_40.htm

Exhibit 10.40

CLARIFICATION ADDENDUM

This clarification addendum, entered into as of February 28, 2008 hereby amends that certain Asset Purchase Agreement (the “APA”) dated February 26, 2007 between Accountabilities, Inc. (the “Company”) and ReStaff Services, Inc.(“ReStaff”) to include a definition of the term Net Income as used in paragraphs 1.2(d) and 1.2(e) of the APA. Such definition is as follows:

Net Income shall be the result of adding net income, interest, taxes, depreciation, amortization and unusual and non-recurring items, as such amounts are derived from financial statements prepared in conformance with generally accepted accounting principles of the United States.

In witness whereof, this Agreement has been duly executed by the parties hereto as of the date first above written.

	ACCOUNTABILITIES, INC.

	By:	/s/ Stephen DelVecchia
		Name: Stephen DelVecchia
		Title: Chief Financial Officer

	RESTAFF SERVICES, INC.

	By:	/s/ Rhonda Faria
		Name: Rhonda Faria
		Title: President