STOCKPURCHASE AGREEMENT This Stock PurchaseAgreement (the Agreement) is made as of this 15th day of May, 2008 by andamong Tri-State Employment Services, Inc. a Nevadacorporation with offices located at 160 Broadway, 15 Floor, New York, NY 10038(the Buyer) and Accountabilities, Inc., a Delaware corporation (the Company)with offices located at 195 Route 9 South, Suite 109, Manalapan, New Jersey07726.

 

       WHEREAS, the Buyer wishes to buy and the Company wishes to sell 1,000,000 shares of the Company’s Common Stock, $0.0001 par value;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.         Purchase of Shares .  The Company hereby sells to the Buyer, and the Buyer hereby purchases from the Company, 1,000,000 shares of the Company’s Common Stock, $0.0001 par value (the “Shares”) for an aggregate purchase price (the “Purchase Price”) of TWO HUNDRED THOUSAND and 00/100 DOLLARS ($200,000)

 

2.         Representations of the Company .  The Company hereby represents and warrants to the Buyer as follows:

        (a)        The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

 

(b)        The Company has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(c)        The Shares of Common Stock sold and issued to the Buyer pursuant to this Agreement are duly authorized, validly issued and non-assessable.  Upon payment of the purchase price, the shares also shall be fully paid.

 

3.         Representations of the Buyer.   The Buyer hereby represents and warrants to the Company as follows:

(a)        The Company has made available to the Buyer the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Company and its business.  The Buyer acknowledges that he/she has purchased the Shares without being furnished any prospectus.

 

(b)        The Shares have been acquired for investment and not with a view to the resale or distribution of such securities.  Such Shares are being acquired by the Buyer for his/her own account and with his/her own funds, and no other person shall have a direct or indirect beneficial interest in such securities.

(c)        The Buyer understands that the Company engages in a highly competitive business and there can be no assurance that it will be able to operate profitably.  This investment is highly speculative investment and involves a high degree of risk and is not recommended for any investor who cannot afford the risk of losing his/her entire investment.

 

(d)        The Buyer understands that none of the Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption for private offerings.  Because the Company has no obligation to effect such registration, the Buyer may have to continue to bear the economic risk of their ownership of such securities for an indefinite period; and Buyer will not be permitted to transfer any of such securities in the absence of an opinion of counsel, if requested, satisfactory to the Company that registration is not required under the Securities Act and under applicable state securities laws.

 

4.         Governing Law.   This Agreement and its validity, construction and performance shall be governed in all respects by the laws of the State of Delaware, without giving effect to principles of conflict of laws.

5.         Severability.   If any provisions of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

 

6.         Benefit of Parties, Assignment.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns.  This Agreement may not be assigned by any party hereto except with the prior written consent of the other party hereto.

7.         Headings.   The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

8.         Construction.   As used in this Agreement, words in the singular shall be construed as including the plural and vice versa and words in one gender shall include all genders unless the context shall clearly require otherwise.

9.         Counterparts.   This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be executed as of the day and year first above written.

 

	ACCOUNTABILITIES, INC.
	By:	/s/ Stephen DelVecchia
		Name: Stephen DelVecchia
		Title: Chief Financial Officer

 

 

	Tri-State Employment Services, Inc.
	By:	/s/ Robert Cassera
		Name: Robert Cassera
		Title: President