Exhibit
10.45
TEMPORARY
FORBEARANCE AGREEMENT
THIS
TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as
of October 31, 2008 is among Accountabilities, Inc. (the
“Company”) and Bernard Freedman (the
“Holder”). Capitalized terms not otherwise defined
herein shall have the meanings specified in the Notes (as defined
below).
WHEREAS,
on March 31, 2006, the Company issued an aggregate of $80,000
principal amount of Promissory Note due June 29, 2006
(collectively, as amended from time to time, the "Notes") to the
Holder;
WHEREAS,
the Company has requested, and the Holder has agreed, subject to
the terms and conditions set forth in this Agreement, for the
period commencing on October 31, 2008 and ending on the earlier of
October 31, 2009 (the "PAYMENT DATE") or a Restructuring (as
defined in Section 3) (the "WAIVER PERIOD"), (i) to waive any
Default or Event of Default existing solely as a result of the
failure of the Company to pay to such Holder any amounts due to
such Holder in accordance with the Notes, and (ii) that it shall
refrain from exercising its rights and remedies against the Company
in connection with the Company's failure to pay such
amounts.
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants and agreement of the parties hereinafter set forth, the
parties hereto hereby agree as follows:
1. INTEREST
DURING WAIVER PERIOD: The Company acknowledges that interest shall
accrue at the rate of 18% per annum with respect to the Notes from
the date each such payment is due pursuant to the Notes until all
such amounts are paid in full.
2. STANDSTILL.
Holder hereby agrees that during the Waiver Period it will not
exercise any remedy under the Notes, at law or in equity, which it
hereafter may have in respect of any Default or Event of Default
resulting solely from the failure of the Company to pay to such
Holder any amounts due under the Note.
3. RESTRUCTURING.
Both the Company and the Holder agree to use best efforts to amend
the notes for revised principal payment and interest terms mutually
acceptable to both parties, as soon as practicable before the
Payment Date (the “Restructuring”).
4. ABSENCE
OF WAIVER. The parties hereto agree that, except to the extent
expressly set forth herein, nothing contained herein shall be
deemed to:
(a) be
a consent to, or waiver of, any
