accesskey_ex1008.htm


    Exhibit 10.8

    
 

    MAY
21, 2008 $12,000 UNSECURED NOTE AGREEMENT

    


    FOR VALUE
RECEIVED, Hot Web, Inc.(the “Maker” or the “Company”), a Florida corporation,
having a place of business at  2728 S. Cole Rd. Suite 140, Boise, Idaho
83709, hereby promises to pay to the order of AccessKey IP (“Payee” or
“Lender”), a Nevada corporation, having its principal address at 8100 M4 Wyoming
Ave., Suite 420, Albuquerque, NM. 87113, the sum of $12,000, advanced to the
Company on May 21, 2008. This Unsecured Convertible Note Agreement (this “Note”)
is issued due to loans for the “Company’s operations.

    


    


    1.  Maturity.  The
amount outstanding under this Note will be due and payable at the address of
Lender or such other place as Lender may designate on November 21, 2008 (the
“Maturity Date”).

    


    2.  Payments of Interest and
Principal.  Interest and principal on the borrowed outstanding
principal balance under this Note shall be payable on November 21,
2008

    


    3.  Interest
Rate.  The outstanding principal balance of this Note shall bear
interest at a rate per annum equal to 12.0% per annum, amortized monthly in
arrears interest calculated on a 365-day basis

    


    4.  Use of
Proceeds.  Funds advanced under this Note shall be used for the
Maker’s general corporate purposes consistent with the Maker’s
business.

    


    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 Maker:	Hot
      Web, Inc.
	
                 
      

              	
                2728
      S. Cole Rd. Suite 140

              


      

    

    
      
        	
                 
      

              	
                Boise,
      Idaho 83709

              
	 	Telephone:
      (208) 562-1700
	 	 
	If
      to the Lender: 	AccessKey
      IP, Inc.
	 	8100
      M4 Wyoming Blvd NE, Suite 420,
	 	Albuquerque, New
      Mexico, 87113
	 	(310)
      734-4254


      

    

     

    


    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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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.  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.

    


    8.  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.

    


    9.  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.

    


    10.  Governing
Law.  This instrument shall be construed according to and governed by
the laws of the State of New Mexico.

    


    
 

    


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

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            MAKER

                          
	 
      	 
      
	 
      	
                            Hot
      Web, Inc.

                          
	 
      	 
      
	 
      	
                            By:  /s/ Brian
      Hanold                                   
      

                          
	 
      	
                            Brian
      Hanold, General
Manager

                          


                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

     

     

     

     

     

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