Unassociated Document


    EXHIBIT
10.5

     

    SHARE
REPURCHASE AGREEMENT

     

    This
agreement ("Agreement") is made as of this 5th
day of November, 2007, by and between ACCESSKEY IP, INC., a Nevada corporation,
having a place of business at 600 8100 M4 Wyoming Blvd NE, Suite 420,
Albuquerque, New Mexico, 87113, ("Issuer," "Buyer" or the "Company") and Sam
Wayne, a Minnesota limited liability company, having its principal address at
18426 Rogers Rest, San Antonio, TX 78258 ("Seller").

     

    WITNESSETH:

     

    WHEREAS,
Seller previously purchased shares of the Company's Common Stock; 

     

    WHEREAS,
the Company has determined that it is in the best interests of the
Company

     

    WHEREAS,
Seller desires to sell and Buyer desires to purchase for the consideration
hereinafter set forth certain shares of Common stock of the Company (the
"Shares"); and

     

    WHEREAS,
Seller and Buyer desire to set forth in this Agreement all the terms, conditions
and covenants upon which such purchase and sale are to be
consummated;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations, warranties and covenants herein contained, Issuer and Seller
agree as follows:

     

    1.    Representations and
Warranties. Seller and Buyer represent, warrant and agree for the
benefit
of each other as follows:  

     

    
      	
                             1.1.  

            	
              Authorization.
      The execution and delivery of this Agreement and the sale contemplated
      herein have been duly authorized by all necessary action of the Seller and
      Issuer and the Directors of the
Company.

            


    

     

    
      	
                             1.2.  

            	
              Power to
      Convey. Seller has full power and authority, to sell, assign,
      transfer and convey
      the Shares and consummate the transactions contemplated herein without the
      consent of any other person, entity or governmental
    authority.

            


    

     

    
      	
                             1.3.  

            	
              Restrictive
      Documents. To the best knowledge of Seller, Seller is not subject
      to any
      of the following which may prevent the consummation of the transactions
      contemplated by this Agreement: any charter, bylaw, mortgage, lien, lease,
      security or other agreement, instrument, law, rule, regulation, order,
      judgment or decree or any other restriction of any kind or character. The
      transfer of Shares hereunder does not contravene any agreement, contract
      or restriction or condition, express or implied, to which Seller is a
      party which would have a material adverse effect on such
      transfer.

            


    

     

    
      	
                              1.4.     
      

            	
              Brokers. All
      negotiations relative to this Agreement and the transactions contemplated
      hereby have been carried on by Seller directly with Buyer without the
      intervention of any other person. Neither Seller nor Buyer has not acted
      in any manner so as to give rise to any valid claim against either of the
      parties hereto for a finder's fee, brokerage commission or other like
      payment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
                            1.5.  

            	
              Survival of
      Representations. All representations, warranties, covenants and
      obligations
      in this Agreement and any certificate or document delivered pursuant to
      this Agreement will survive the Closing indefinitely, subject to
      applicable statutes of limitation, unless Buyer had knowledge of any
      misrepresentations or breach of warranty, covenant or obligation at the
      time of the Closing.

            


    

     

    
      	
                            1.6.  

            	
              Purchase Intent
      Representations. Buyer and Seller acknowledge that the Shares
      are
      being repurchased by the company to be retired or held as "Treasury
      Shares" and as such shall be considered Authorized but not Issued nor
      Outstanding until such time as the Company decides, at its absolute
      discretion to reissue such stock, either to Seller, or to anyone else the
      Buyer so chooses. The Company shall not be required to hold these shares
      as unissued in order to fulfill a later conversion by
    Seller.

            


    

     

    2.    Purchase of
Shares.

     

    
      	
                             2.1.  

            	
              Purchase and Sale of
      Shares. Seller shall transfer and convey to Buyer and Buyer
      shall
      purchase from Seller subject to the terms and conditions hereinafter set
      forth, 19,491,154 shares of Company common stock (the "Common Stock") at a
      price of $0.007/share.

            


    

     

    
      	
                             2.2.  

            	
              Purchase Price.
      As consideration for the sale of the Shares by Seller to Buyer and
      the
      performance by Seller of all of the terms and conditions of this
      Agreement, Buyer shall pay to Seller the total sum of $136,438.08 payable
      in the form of a Convertible Note to be executed simultaneously with this
      Agreement.

            


    

     

    3.             Closing Date, Subject
to the provisions of Sections 5 and 6, the Closing Date shall be November
5, 2007, at the offices the Buyer, said date herein referred to as the "Closing
Date."

     

    4.             Miscellaneous.

     

    
      	
                              4.1.  

            	
              Expenses. Each
      party to this Agreement shall pay its own costs and expenses (including
      all legal, accounting, broker, finder and investment banker fees) relating
      to this Agreement, the negotiations leading up to this Agreement and the
      transactions contemplated by this
Agreement.

            


    

     

    
      	
                              4.2.  

            	
              Amendment. This
      Agreement shall not be amended or modified except by a writing
      duly executed by Issuer and Buyer.

            


    

     

    
      	
                              4.3.  

            	
              Entire
      Agreement. This Agreement, including the Schedules and the other
      instruments,
      agreements and documents delivered pursuant to this Agreement, contain all
      of the terms, conditions and representations and warranties agreed upon by
      the parties relating to the subject matter of this Agreement and supersede
      all prior agreements, negotiations, correspondence, undertakings and
      communications of the parties, oral or written, respecting such subject
      matter.

            


    

     

    
      	
                              4.4.  

            	
              Headings. The
      headings contained in this Agreement are intended solely for the
      convenience
      and shall not affect the rights of the parties to this
      Agreement.

            


    

     

    
      	
                              4.5.  

            	
              Notices. All
      notices, requests, demands and other communications made in connection
      with this Agreement shall be in writing and shall be deemed to have been
      duly given on the date of delivery, if delivered to the persons identified
      below, or three days after mailing if mailed by certified or registered
      mail, postage prepaid, return receipt
      requested, to the addresses first set forth above. Such addresses may be
      changed, from time to time, by means of a notice given in the manner
      provided in this paragraph.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
                              4.6.  

            	
              Severability.
      If any provision of this Agreement is held to be unenforceable for
      any
      reason, it shall be adjusted rather than voided, if possible, in order to
      achieve the intent of the parties to this Agreement to the extent
      possible. In any event, all other provisions of this Agreement shall be
      deemed valid and enforceable to the full extent
  possible.

            


    

     

    
      	
                              4.7.  

            	
              Waiver.
      Waiver of any term or condition of this Agreement by any party shall
      only
      be effective if in writing and shall not be construed as a waiver of any
      subsequent breach or failure of the same term or condition, or a waiver of
      any other term or condition
      of this Agreement

            


    

     

    
      	
                              4.8.  

            	
              No
      Third Party Beneficiaries. Nothing in this Agreement shall confer
      any rights upon
      any person or entity which is not a party or an assignee of a party to
      this Agreement.

            


    

     

    
      	
                              4.9.  

            	
              Counterparts.
      This Agreement may be signed in any number of counterpart with
      the
      same effect as if the signatures to each counterpart were upon a single
      instrument, and all such counterparts together shall be deemed an
      original of this Agreement

            


    

     

    
      	
                              4.10.    
      

            	
              Governing
      Laws. This Agreement and any disputes thereto will be governed by
      and
      construed under the laws of the State
      of Illinois without giving effect to any choice of law or conflict
      of law provision or rule (whether of
      the State of Illinois or any other jurisdiction) that would require the
      application of any other law. All parties hereby affirmatively
      submit to and agree not to challenge, personal jurisdiction in any
      court sitting in Cook County,
Illinois.

            


    

     

    
      	
                              4.11.    
      

            	
              Successors.
      This Agreement shall be binding upon and shall inure to the benefit
      of
      the parties hereto and their respective successors and
      assigns.

            


    

     

    IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto the day
and year first above written.

     

    
      	Buyer: 	Seller: 
	 	 
	/s/ George
      Stevens                                            
        	/s/ Sam
      Wayne                                                           
       
	George Stevens,
      CEO 	Sam
      Wayne 
	AccessKey IP,
      Inc. 	 


    

     

     

     

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