accesskey_10q-ex1037.htm


    
      
        

      

    

    EXHIBIT
10.37

     

    

     

    FORBEARANCE
AGREEMENT

    


    This
Agreement (the “Agreement”) is dated as of September 1, 2009 between AccessKey
IP, Inc. (the “Company”), a Nevada corporation, and The Melanie S. Altholtz
Irrevocable Trust (“Holder”), having its principal address at 2906 Alex McKay
Place, Sarasota, FL 34240.

    


    RECITALS:

    


    A. On or
about April 3, 2009, the Company received $200,000 of financing from Holder, in
exchange for the issuance of the April 3, 2009 Note (the “Note”).

     

    B. Holder
intended this to be a relatively short term agreement and would not have made
the $200,000 loan but for the assumption that the loan would be repaid in
accordance with the terms of the original note.

     

    C. The
Company has defaulted on the April 3, 2009 Note, having failed to make the
payments in accordance with the Maturity Dates.

     

    D. The
default places a hardship on Holder.

     

    E. The
Company has represented that but for unforeseen business exigencies which the
Company claims prevented it from making the payments when due, the Company would
have made payments.

     

    F. The
Company and Holder have determined, subject to the terms, con­ditions,
agreements, representations and warranties set forth herein, that this
Agreement, and the attached Superseding Note, will serve the general welfare and
ad­vantage of the Company’s business.

     

    G. By
signing the attached Superseding Note (the “Superseding Note”), substituting for
the April Note, the Company is securing Holder’s agreement of
forbearance.

     

    H. Holder
had requested a demonstration of good faith on the part of the Company,
requesting a 25% penalty, or $50,000, as a condition of Holder’s
forbearance.

     

    I. The
Company has represented that due to unforeseen business exigencies which it
claims also prevented it from making the payments when due, the Company cannot
make any payment at this time.

     

    J. The
Company acknowledges that the outstanding principal balance of the Note as of
April 3, 2009 shall bear interest at a compound interest rate of 12.00% for the
first 90 days, and at a compound interest rate of 3.00% for every 90 day period
thereafter, prorated for any portion of any 90 day period to the date of the
Superseding Note and 6.00% for every 90 day period thereafter, prorated for any
portion of any 90 day period that its principal and interest balance remains
outstanding. Company will issue Holder 5,000,000 shares of its common stock and
that the terms of the Stock Purchase Warrants are unchanged.

     

     

    
      
        
          8100 M4
Wyoming Ave., Suite 420, Albuquerque, NM 87113

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW, THEREFORE, in
consideration of the foregoing recitals, as well as the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:

    


    AGREEMENTS

    


    Subject
to compliance with the payment obligations of the Amended Note and the
fulfillment of Company’s obligations pursuant thereto, Holder and its affiliates
hereby waive:

    


    
      	
              a.  

            	
              All
      prior defaults;

            


    

    


    
      	
              b.  

            	
              Any
      claim of fraud;

            


    

    


    
      	
              c.  

            	
              And
      any claim against anyone other than the Company;
  and

            


    

    


    
      	
              d.  

            	
              Any
      right it may have to pursue an involuntary bankruptcy against the
      Company.

            


    

    


    2.   The
Company hereby issues the attached note (the “Superseding Note) dated September
1, 2009, and will issue Holder 5,000,000 shares of its common stock within 10
business days of the this agreement.

     

    3.   Notices.  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 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 or
electronically.  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.

     

    4.   Severability.  In
the event that any provision of this Agreement 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 Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

     

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

     

     

    
      
        
          8100 M4
Wyoming Ave., Suite 420, Albuquerque, NM 87113

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

     

     

     

    
      	

              AccessKey
      IP, Inc.

            	 	 	 
	 	 	 	 
	 	 	 	 
	

              Bruce
      Palmer, President

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Guarantor: The
      Stealth Fund LLLP	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Holder: Melanie S.
      Altholtz Irrevocable Trust	 	 	 


    

     

     

     

     

     

    
      
        
          8100 M4
Wyoming Ave., Suite 420, Albuquerque, NM 87113