accesskey_ex1018.htm


    EXHIBIT
10.18

     

    

     

    THE
OPTION REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED
UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES
LAWS (THE “STATE ACTS”) AND SHALL NOT BE SOLD OR TRANSFERRED
UNLESS SUCH SALE OR TRANSFER HAS BEEN REGISTERED UNDER THE
SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

    


    $_____  STOCK
PURCHASE OPTIONS

    


    


    Option
No. ______ Number of Shares: _____________


    


    ACCESSKEY
IP, INC.

    COMMON
STOCK, $0.001 par value PER SHARE

    


    


    


    This
Option is issued to ____________ (“Purchaser”) by ACCESSKEY IP, INC., a
Nevada corporation (hereinafter with its successors called the
“Company”).

    


    For value
received and subject to the terms and conditions hereinafter set out, Purchaser
is entitled to purchase from the Company:

    


    __________
shares of Common Shares at a purchase price of $______ per
share,

    


    all being
fully paid and nonassessable shares of common stock, $0.001 par value per share
(“Common Shares”) of the Company. Such purchase price per Common Share, as
provided herein, is referred to as the “Purchase Price.”

    


    
      
        
        

      

      
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    The
Purchaser may exercise this Option, in whole or in part, upon surrender of this
Option, with the exercise form annexed hereto duly executed, at the office of
the Company, or such other office as the Company shall notify the Purchaser in
writing, together with a certified or bank cashier’s check payable to the order
of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.

    


    1. The
person or persons in whose name or names any certificate representing Common
Shares is issued hereunder shall be deemed to have become the holder of record
of the Common Shares represented thereby as of the close of business on the date
on which this Option is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed. Until such time as this
Option is exercised or terminates, the Purchase Price payable and the number and
character of securities issuable upon exercise of this Option are subject to
adjustment as hereinafter provided.

    


    2. The
Company covenants that it will at all times reserve and keep available a number
of its authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Option. The Company further covenants
that such shares as may be issued pursuant to the exercise of this Option will,
upon issuance, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens, and charges.

    


    4. If the
Company subdivides its outstanding Common Shares, by split-up or otherwise, or
combines its outstanding Common Shares, the Purchase Price then applicable to
shares covered by this Option shall forthwith be proportionately decreased in
the case of a subdivision, or proportionately increased in the case of a
combination.

    


    5. If (a)
the Company reorganizes its capital, reclassifies its capital stock,
consolidates or merges
with or into another corporation (but only if the Company is not the surviving
corporation and no longer has more than a single shareholder) or sells,
transfers or otherwise disposes of all or substantially all its property,
assets, or business to another corporation, and (b) pursuant to the terms of
such reorganization, reclassification, merger, consolidation, or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock, or other securities or property of any nature whatsoever
(including Options or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common
Shares, then (c) Purchaser shall have the right thereafter to receive, upon
exercise of this Option, the same
number of shares of common stock of the successor or acquiring corporation and
Other Property receivable upon such reorganization, reclassification, merger,
consolidation, or disposition of assets as a holder of the number of Common
Shares for which this Option is exercisable immediately prior to such event. At
the time of such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation shall expressly
assume the due and punctual observance and performance of each and every
covenant and condition of this Option to be performed and observed by the
Company and all the obligations and liabilities 

     

    
      
        
        

      

      
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    hereunder,
subject to such modifications as may be deemed appropriate (as determined by
resolution of the Board of Directors of the Company) in order to adjust the
number of shares of the common stock of the successor or acquiring corporation
for which this Option is exercisable. For purposes of this section, “common
stock of the successor or acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or assets over
any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of
stock, or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any Options or other rights to subscribe for
or purchase any such
stock. The foregoing provisions of this section shall similarly apply to
successive reorganizations,
reclassifications, mergers, consolidations, or disposition of
assets.

    


    6. If a
voluntary or involuntary dissolution, liquidation or winding up of the Company
(other than in connection with a merger or consolidation of the Company) is at
any time proposed during the term of this Option, the Company shall give written
notice to the Purchaser at least thirty days prior to the record date of the
proposed transaction. The notice shall contain: (1) the date on which the
transaction is to take place; (2) the record date (which must be at least thirty
days after the giving of the notice) as of which holders of the Common Shares
entitled to receive distributions as a result of the transaction shall be
determined; (3) a brief description of the transaction; (4) a brief description
of the distributions, if any, to be made to holders of the Common Shares as a
result of the transaction; and (5) an estimate of the fair market value of the
distributions. On the date of the transaction, if it actually occurs, this
Option and all rights existing under this Option shall terminate.

    


    7. In no
event shall any fractional Common Share of the Company be issued upon any
exercise of this Option. If, upon exercise of this Option as an entirety, the
Purchaser would, except as provided in this Section 7, be entitled to receive a
fractional Common Share, then the Company shall issue the next higher number of
full Common Shares, issuing a full share with respect to such fractional share.
If this Option is exercised at one time for less than the maximum number of
Common Shares purchasable upon the exercise hereof, the Company shall issue to
the Purchaser a new Option of like tenor and date
representing the number of Common Shares equal to the difference between the
number of shares purchasable upon full exercise of this Option and the number of
shares that were purchased upon the exercise of this Option.

    


    8.
Whenever the Purchase Price is adjusted, as herein provided, the Company shall
promptly deliver to the Purchaser a certificate setting forth the Purchase Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.

    


    9. If at
any time prior to the expiration or exercise of this Option, the Company shall
pay any dividend or make any distribution upon its Common Shares or shall make
any subdivision or combination of, or other change in its Common Shares, the
Company shall cause notice thereof to be mailed, first class, postage prepaid,
to Purchaser at least thirty full business days prior to the record date set for
determining the holders of Common Shares who shall participate in such dividend,
distribution, subdivision, combination or other change. Such notice shall also
specify the record date as of which holders of Common Shares who shall
participate in such dividend or distribution is to be determined. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of any dividend or distribution.

    


    
      
        
        

      

      
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    10. The
Company will maintain a register containing the names and addresses of the
Purchaser and any assignees of this Option. Purchaser may change its address as
shown on the Option register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given to
the Purchaser may be delivered by confirmed facsimile or telecopy or by a
recognized overnight courier, addressed to Purchaser at the address shown on the
Option register.

    


    11. This
Option has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws (“State Acts”) or regulations in
reliance upon exemptions under the Securities Act, and exemptions under the
State Acts. Subject to compliance with the Securities Act and State Acts, this
Option and all rights hereunder are transferable in whole or in part, at the
office of the Company at which this Option is exercisable, upon surrender of
this Option together with the assignment hereof properly endorsed. The Common
Stock into which the Options are exercisable will have piggyback registration
rights, and the Options will be transferable. If by September 30, 2007, the
Company does not register the shares of Common Stock into which the Options are
exercisable, or the shares of Common Stock into which the Options are
exercisable are not otherwise freely tradable, then, at Purchaser’s option, the
Option exercise may be cashless.

    


    12. In
case this Option shall be mutilated, lost, stolen, or destroyed, the Company may
issue a new Option of like tenor and denomination and deliver the same (a) in
exchange and substitution for and upon surrender and cancellation of any
mutilated Option, or (b) in lieu of any Option lost, stolen, or destroyed, upon
receipt of evidence satisfactory to the Company of the loss, theft or
destruction of such Option (including a reasonably detailed affidavit with
respect to the circumstances of any loss, theft, or destruction) and of
indemnity with sufficient surety satisfactory to the Company.

    


    13.
Unless a current registration statement under the Securities Act, shall be in
effect with respect
to the securities to be issued upon exercise of this Option, the Purchaser, by
accepting this Option, covenants and agrees that, at the time of exercise
hereof, and at the time of any proposed transfer of securities acquired upon
exercise hereof, the Company may require Purchaser to make such representations,
and may place such legends on certificates representing the Common Shares
issuable upon exercise of this Option, as may be reasonably required in the
opinion of counsel to the Company to permit such Common Shares to be issued
without such registration.

    


    14. This
Option does not entitle Purchaser to any of the rights of a stockholder of the
Company.

    


    
      
        
        

      

      
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    15.
Nothing expressed in this Agreement and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the parties to this Agreement any
covenant, condition, stipulation, promise, or agreement contained herein, and
all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns.

    


    16. The
provisions and terms of this Option shall be construed in accordance with the
laws of the State of Nevada.

     

    IN
WITNESS WHEREOF, this Option has been duly executed by the Company as of
ACCESSKEY
IP, INC.

    


    


    By:    /s/ George
Stevens                                   


            
George Stevens, CEO


    


    
      
        
        

      

      
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    FORM
OF EXERCISE

    


    


    Date:
____________________

    


    To: ACCESSKEY IP,
INC.

     

    The
undersigned hereby subscribes for _______ shares of common stock of ACCESSKEY
IP, INC. covered by this Option and hereby delivers $___________ in full payment
of the purchase price thereof. The certificate(s) for such shares should be
issued in the name of the undersigned or as otherwise indicated
below:

     

    
      	 	______________________________________ 
	 	Signature: 
	 	 
	 	______________________________________ 
	 	Printed
      Name 
	 	 
	 	______________________________________ 
	 	Name for
      Registration, if different 
	 	 
	 	______________________________________ 
	 	Street
      Address 
	 	 
	 	______________________________________ 
	 	City, State and Zip
      Code 
	 	 
	 	______________________________________ 
	 	Social Security
      Number 


    

     

     

    
 

    
      
        
        

      

      
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    ASSIGNMENT

     

    For Value
Received, the undersigned hereby sells, assigns and transfers unto the
assignee(s) set forth below the within Option certificate, together with all
right, title and interest therein, and hereby irrevocably constitutes and
appoints ___________________________________ attorney, to transfer the said
Option on the books of the within-named Company with respect to the number of
Common Shares set forth below, with full power of substitution in the
premises.

    


    
    

     

    
      	
              Name(s)
      of

              Assignee(s)

            	
              Social
      Security or 

              other
      Identifying

              Number(s)
      of 

              Assignee(s) 

            	
              Address

            	
              No. of

              Shares

            


    

     

     

     

     

    
      	 	Dated:
      ______________________________ 
	 	 
	 	            
      ______________________________ 
	 	
              Signature

            
	 	 
	 	
              NOTICE: THE SIGNATURE TO
      THISASSIGNMENT MUST CORRESPONDWITH THE NAME AS WRITTENUPON THE FACE OF THE
      OPTION IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
      OR ANY CHANGE WHATSOEVER. 

            
	 	 
	 	 
	 	____________________________________ 
	 	Print Name and
      Title 


    

     

     

     

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