accesskey_ex1032.htm


    Exhibit
10.32

     

    
      $200,000
APRIL 3, 2009

      


      


      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 The Melanie S. Altholtz
Irrevocable Trust  (“Holder”), , having its principal address at 1800
Second St - Suite 758, Sarasota, FL 34236,the sum of $200,000.00 and Warrants
for 5,000,000 shares of company stock at $.015 per share with an expiration for
April 3, 2014.

      


      


      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 July 3, 2009 (the
“Maturity Date”) in the amount of $100,000.00 and on July 15, 2009 (the
“Maturity Date”) in the amount of $100,000.00.

      


      


      2.  Payments of Interest and
Principal.  Interest on the borrowed outstanding principal balance
under this Note shall be payable at maturity dates as stated above.

      


      


      3.  Interest
Rate.  The outstanding principal balance of this Note shall bear
interest at a rate of 12.0% for 90 days (Maturity Date).

      


      


      4.  Use of
Proceeds.  Funds advanced under this Note shall be used for the
Maker’s acquisition of consumer electronics inventory.

      


      


      5.  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 set forth
below:

      


      If to the
Holder:                    Melanie
S. Altholtz Irrevocable Trust

      1800 Second St - Suite
758

      Sarasota,
FL 34236

      


      If to the
Company:               AccessKey
IP, Inc.

      8100 M4
Wyoming Blvd NE, Suite 420,

      Albuquerque, New Mexico,
87113

      


      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.

      


      
        
           

        

        
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      6.  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.

      


      


      7.  Event of
Default.  For purposes of this Note, the Maker shall be in default
hereunder  if Maker fails to pay when due any payment of principal,
interest, fees, costs, expenses or any other sum payable to Payee hereunder or
otherwise. If in the Event of Default, this note shall be guaranteed by The
Stealth Fund, LLLP (“Guarantor”), a Minnesota Limited Liability Company. Holder
shall have all rights and privileges against Guarantor in the event of default
as if dealing with Maker.

      


      


      8. Successors and Assigns.
This Note inures to the benefit of the Lender and binds the Maker, and its
respective successors and assigns, and the words “Lender” and “Maker” whenever
occurring herein shall be deemed and construed to include such respective
successors and assigns.

      


      


      9. 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.

      


      


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

      


      


      11.  Disputes and
Arbitration.  The parties agree that any disputes or questions arising
hereunder including the construction or application of the Agreement shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association then in force.  If the parties cannot agree upon an
arbitrator within 10 days after demand by either of them, either or both parties
may request that the American Arbitration Association to name a panel of 5
arbitrators.  The Company shall strike the names of two on this list,
the Holder shall then strike two names, and the remaining name shall be the
arbitrator.  The decision of the arbitrator shall be final and binding
upon the parties both as to law and to fact, and shall not be appealable to any
court in any jurisdiction.  The expenses of the arbitrator shall be
shared equally by the parties, unless the arbitrator determines that the
expenses shall be otherwise assessed.

      


      
        
           

        

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

      


      


      
 

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

      


      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  MAKER

                                	 
      	
                                  GUARANTOR

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  AccessKey
      IP, Inc.

                                	 
      	
                                  The
      Stealth Fund LLLP

                                
	 
      	
                                  By:  /s/
      Bruce Palmer

                                	 
      	
                                  By:
      /s/ George Stevens

                                
	 	 	 	 
	 	 	 	 
	 
      	/s/ Bruce Palmer         	 
      	/s/
      George Stevens        
	 
      	
                                  Bruce
      Palmer, President

                                	 
      	
                                  George
      Stevens, Investment
Advisor

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

     

     

     

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