Exhibit 10.48
EXHIBIT A-1
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.
THE PAYMENTS UNDER THIS PROMISSORY NOTE ARE
SUBJECT TO OFFSET PURSUANT TO SECTION 5.7 OF THE ASSET PURCHASE
AGREEMENT ENTERED INTO ON FEBRUARY 26, 2007 BETWEEN MAKER AND
LENDER.
Subordinated Promissory
Note
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U.S.
$1,201,097.00
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March 1, 2009
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Manalapan, NJ
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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 One Million Two Hundred and One
Thousand and Ninety-Seven and 00/100 Dollars ($1,201,097.00),
together with interest thereon at the rate of six percent (6%) per
annum, payable in Thirty Six (36) equal monthly payments of
principal and interest in the amount of Thirty-Six Thousand Five
Hundred and Thirty-Nine and 69/100 Dollars ($36,539.69), commencing
March 1, 2009 , and monthly thereafter on the 1 st 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,
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
$1,201,097 by a
fraction, the numerator of which shall be the amount of Net Income
of the Acquired Business for such calendar year, and the
den
