accesskey_ex1019.htm


    EXHIBIT
10.19


     

    NEITHER
THIS SECURITY NOR THE SECURITIES ISSUABLE AS A CONSEQUENCE OF THIS SECURITY HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

    


    $157,662.83
AUGUST 22, 2008 SUPERSEDING NOTE

     

    FOR VALUE
RECEIVED, ACCESSKEY, INC. (the "Company"), a Nevada corporation, having a place
of business at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New Mexico,
87113, hereby promises to pay to the order of Micro PIPE I, LLC, LLC ("Holder"),
a Minnesota Limited Liability Company, having its principal address at 155
Revere Dr., Suite 10, Northbrook, IL 60062, the sum of $157,662.83. This
Superseding Note (this "Note") is issued in conjunction with one or more loans
to the Company for the Company's operations, and supersedes the previously
issued October 1, 2007 Convertible Note.

    


    1. Maturity.
The amount outstanding under this Note will be due and payable at the address of
Holder or such other place as Holder may designate on September 30, 2010 (the
"Maturity Date"). No advances shall be made by Holder after the Maturity
Date.

    


    2. Payments
of Interest and Principal. Interest on the borrowed outstanding principal
balance under this Note shall be payable quarterly, commencing on the first
banking day of each quarter, commencing on October 1, 2008, and thereafter,
until the Maturity Date (each, an "Interest Date").

    


    3. Interest.
The outstanding principal balance of this Note shall bear interest, payable
quarterly, in an amount equal to the product (X) of the following formula: X=
(Y-Y1)
x (21,021,711), where Y is the greater of (a) the closing price of the Company's
common stock on the Interest Date or (b) the average closing bid price for
Common Stock on the five trading days immediately prior to the Interest Date,
and where Y, is the pricing used for the preceding Interest Date or other
applicable prior pricing Interest Date. For purposes of the first Interest Date
computation, $0.075 shall be used as the Y,. Other than for the first Interest
Date computation, Y, shall never be less than the Y, for any preceding Interest
Date computation (no double benefit for price increases, followed by a price
decrease followed by another price increase). For purposes of this computation,
pricing shall be as reported on bloomberg.com on such dates (or other analogous
reporting
source agreed upon by both parties if bloomberg.com is no longer reporting the
Company's common stock price). Notwithstanding the preceding, the Interest for
any quarter shall not be less than 2 1/2% of the Principal balance at the
beginning of the quarter. Notwithstanding the preceding, Y shall not be greater
than 125% of the Y1.

     

    
      
        
        

      

      
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Additionally,
notwithstanding anything herein to the contrary, in the event of a dividend by
the Company, Holder shall be entitled to its share of the dividend, be it stock
dividend or cash dividend, or any similar transaction or distribution by the
Company (a "Dividend"), in Holder's capacity as a noteholder, to the same extent
as though the Holder had shares of stock issued to Holder as an In-Kind Payment,
calculated on the day of such Dividend, without regard to the last 3 paragraphs
of Section 5.

    


    4. Alternate
Methods of Payment: Subject to the conditions set forth below and customary
equity conditions (including piggyback registration rights), the Company may, at
its sole option, elect to make such payments of principal and interest under
this Note, in freely tradable shares of the Company's common stock (an "In-Kind
Payment"). In such event, each share of the Company's Common stock will be
valued at the Fixed Price (as defined in Section 5 below), as determined at the
lesser of (1) on such Interest Date, or (2) on the day the Company delivers the
shares. The Company is required to notify Holder of its election to make such
payment in shares at least ten days prior to the payment date. Pre-Payment
Option: The Company may at any time, upon ten days written notice, prepay any or
all of the outstanding principal balance. Such a prepayment does not eliminate
interest accrued to such date. Instead, interest accrued to such date shall be
calculated as though the date of such prepayment was the first banking day of a
quarter and the date of such prepayment was thus an Interest Date.

    


    5. Optional/
In-Kind Payment. The number of shares of ACCESSKEY, INC. Common Stock that
Holder shall be entitled to receive in the event of an In-Kind Payment, shall be
equal to the greater of (a) seventy-five percent (75%) of the closing bid price
for Common Stock on the trading day immediately prior to the Holder's receipt of
shares pursuant to such payment, or Interest Date of such payment or (b)
seventy-five percent (75%) of the average closing bid price for Common Stock on
the five trading days immediately prior to the Holder's receipt of shares
pursuant to such payment, or Interest Date of such payment (the "Fixed Price");
each share of the Company's Common stock will be valued at the Fixed Price, as
determined at the lesser of (1) the day the Company delivers the shares or (2)
the Interest Date.

    


    Except
for pricing purposes, each In-Kind Payment shall be deemed to have been effected
on the date the shares are received by the Holder, and Holder shall be deemed to
have become on said date the holder of record of the shares of Common Stock
issuable upon such In-Kind Payment. No fractional shares of Common Stock shall
be issued upon an In-Kind Payment.

    


    The
Holder shall not be entitled to shares, and the Company shall not issue shares
upon an In-Kind Payment, if, and to the extent that, such In-Kind Payment would
result in beneficial ownership
by the Holder and its affiliates of more than 9.99% of the outstanding shares of
common stock of the Company on such exercise or Payment date, including the
number of shares of common stock beneficially owned by the Holder and its
affiliates:

     

    
      
        
        

      

      
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    (i) the
number of shares of common stock beneficially owned by the Payee and its
affiliates.

     

    (ii) the
number of shares of common stock issuable upon the exercise of the warrant
and/or options and/or In-Kind Payment and/or other share issuance.

    


    For the
purposes of this provision, as set forth in the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Subject to the foregoing, the Holder shall not be limited to aggregate warrant
and/or option exercises and/or other share issuances of only 9.99% and aggregate
warrant and/or option exercises and/or other share issuances to the Holder may
exceed 9.99%. The Holder may void the exercise limitation described in this
Section upon 61 days prior written notice to the Company. The Holder may
allocate which of the equity of the Company deemed beneficially owned by the
Holder shall be included in the 9.99% amount described above and which shall be
allocated to the excess above 9.99%.

    


    In the
event that an In-Kind Payment Notice is sent by the Company, and the shares are
not issuable to the Holder because it would cause the Holder's shareholdings
(plus the shareholdings of Holder's affiliates) in the Company to exceed 9.99%,
the Company shall instead, at Holder's option, either (1) issue an interest
bearing Fixed Price Convertible Note, bearing interest at 10% per annum,
amortized monthly, except that the conversion price shall be fixed, equal to the
conversion price relative to the In-Kind Payment Notice, any share issuance
being again subject to this paragraph in such Fixed Price Secured Convertible
Note, or (2) add the principal amount of such excess to this Note, as though
such excess amount, in US Dollars were then advanced to the
Company.

    


    6. Short-Hold
Covenant. Holder covenants and agrees that, so long as any indebtedness is
outstanding hereunder and provided that this note is not in default, Holder
shall not at any time hold or maintain a short position with respect to the
securities of the Company.

    


    7. Covenants.
The Company covenants and agrees that, so long as any indebtedness is
outstanding hereunder, it will comply with each of the following covenants
(except in any case where Holder has specifically consented otherwise in
writing):

    


    A. Notice
of Event of Default. The Company shall furnish to Holder notice of the
occurrence of any Event of Default (as defined herein) within five (5) days
after it becomes known to an executive officer of Company.

     

    8. Event
of Default. For purposes of this Note, the Company shall be in default hereunder
(and an "Event of Default" shall have occurred hereunder) if:

    


    A. The
Company shall fail to pay when due any payment of principal, interest, fees,
costs, expenses or any other sum payable to Holder hereunder or
otherwise;

    


    B. The
Company shall default in the performance of any other agreement or covenant
contained herein (other than as provided in subparagraph A above), and such
default shall continue uncured for twenty (20) days after notice thereof to the
Company given by Holder, or if an Event of Default shall occur under any other
Loan Document;

     

    
      
        
        

      

      
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    C. The
Company: becomes insolvent, bankrupt or generally fails to pay its debts as such
debts become due; is adjudicated insolvent or bankrupt; admits in writing its
inability to pay its debts; or shall suffer a custodian, receiver or trustee for
it or substantially all of its property to be appointed and if appointed without
its consent, not be discharged within thirty (30) days; makes an assignment for
the benefit of creditors; or suffers proceedings under any law related to
bankruptcy, insolvency, liquidation or the reorganization, readjustment or the
release of debtors to be instituted against it and if contested by it not
dismissed or stayed within ten (10) days; if proceedings under any law related
to bankruptcy, insolvency, liquidation, or the reorganization, readjustment or
the release of debtors is instituted or commenced by the Company; if any order
for relief is entered relating to any of the foregoing proceedings; if the
Company shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or if the Company shall by any act or
failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing.

    


    9.
Consequences of Default. Upon the occurrence of an Event of Default and at any
time thereafter, the entire unpaid principal balance of this Note, together with
interest accrued thereon and with all other sums due or owed by the Company
hereunder, shall become immediately due and payable. In addition, the principal
balance and all past-due interest shall thereafter bear interest at the rate of
18% per annum until paid.

    


    10.
Liquidated Damages/Remedies not Exclusive.

    


    A. The
remedies of Holder provided herein or otherwise available to Holder at law or in
equity shall be cumulative and concurrent, and may be pursued singly,
successively and together at the sole discretion of Holder, and may be exercised
as often as occasion therefore shall occur; and the failure to exercise any such
right or remedy shall in no event be construed as a waiver or release of the
same.

    


    B. Liquidated
Damages In the event that the Company fails to deliver the shares when due,
whether by Section 4 or 5, or otherwise, the number of shares otherwise due
shall increase by 5% for each month or partial month, until the Company does
deliver such shares. The parties
agree that this is a reasonable amount for liquidated damages, given the
difficulty to determine, in advance, what actual damages may lie.

     

    11. Notice.
All notices required to be given to any of the parties hereunder shall be in
writing and shall he deemed to have been sufficiently given for all purposes
when presented personally to such party or sent by certified or registered mail,
return receipt requested, to such party at its address first set forth above.
Such notice shall be deemed to be given when received if delivered personally or
five (5) business days after the date mailed. Any notice mailed shall be sent by
certified or registered mail. Any notice of any change in such address shall
also be given in the manner set forth above. Whenever the giving of notice is
required, the giving of such notice may be waived in writing by the party
entitled to receive such notice.

     

    12. Severability.
In the event that any provision of this Note is held to be invalid, illegal or
unenforceable in any respect or to any extent, such provision shall nevertheless
remain valid, legal and enforceable in all such other respects and to such
extent as may be permissible. Any such invalidity, illegality or
unenforceability shall not affect any other provisions of this Note, but this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.

     

    
      
        
        

      

      
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    13. Successors
and Assigns. This Note inures to the benefit of the Holder and binds the
Company, and its respective successors and assigns, and the words "Holder" and
"Company" whenever occurring herein shall be deemed and construed to include
such respective successors and assigns.

     

    14. Assignment.
The Company may assign or transfer its duties hereunder with the written consent
of the Holder.

     

    15. Waiver of
Formalities. Except as provided in this Note, presentment, protest, notice,
notice of dishonor, demand for payment, notice of protest and notice of
non-payment are hereby waived.

     

    16. Non-Waiver
By Holder. The failure or delay by the Holder of this Note in exercising any of
his rights hereunder in any instance shall not constitute a waiver thereof in
that or any other instance. The Holder of this Note may not waive any of its
rights, except in an instrument in writing signed by the Holder.

     

    17. Entire
Agreement. This Note embodies the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, whether express or implied, oral and
written.

     

    18. Modification
of Agreement. This Note may not be modified, altered or amended, except by an
agreement in writing signed by both the Company and the Holder.

     

    19. Governing
Law. This instrument shall be construed according to and governed by the laws of
the State of Illinois.

     

    20.
Consent to Jurisdiction and Service
of Process. The Company irrevocably appoints each and every officer of
the Company as its attorney upon whom may be served any notice, process or
pleading in any action or proceeding against it arising out of or
in connection with this Note; and the Company hereby consents that any
action or proceeding against it be commenced and maintained in any court within
the State of Illinois by service of process on any such, officer; and the
Company agrees that the courts of the State of Illinois shall have jurisdiction
with respect to the subject matter hereof and the person of the Company.
Notwithstanding the foregoing, Holder, in its absolute
discretion may also initiate proceedings in the courts of any other jurisdiction
in which the Company may be found or in which any of its properties may be
located.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Company has duly executed this Note as of the date
first written above.

     

    
      	 	COMPANY 
	 	 
	 	ACCESSKEY,
      INC. 
	 	 
	 	/s/ George
      Stevens                                
      
	 	George Stevens,
      CEO 


    

     

     

     

     

     

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