accesskey_10q-ex1033.htm


    
      
        

      

    

    EXHIBIT 10.33

     

    FORBEARANCE
AGREEMENT

    


    This
Agreement (the “Agreement”) is dated as of July 31, 2009 between AccessKey IP,
Inc. (the “Company”), a Nevada corporation, and Physicians Healthcare Management
Group, Inc. (“PhyHealth”), a Minnesota limited liability company, having its
principal address at 700 S. Royal Poinciana Blvd., Suite 506, Miami, FL
33166.

    


    RECITALS:

    


    A. On or
about January 28, 2009, the Company received $640,000 of financing from
PhyHealth, in exchange for the issuance of the January 28, 2009 Convertible Note
(the “January Note”).

     

    B. PhyHealth
intended this to be a short term relatively agreements and would not have made
the $640,000 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 January Note, having failed to make the $150,000
payment due April 15, 2009 and having further failed to make the $150,000
payment due June 15, 2009.

     

    D. The
default places in jeopardy, PhyHealth’s business plan.

     

    E. The
Company did not provide advance notice in the case of its nonpayment on April
15, 2009 or in the case of its nonpayment on June 15, 2009.

     

    F. 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.

     

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

     

    H. By
signing the attached Amended Convertible Note (the “Amended Note”), substituting
for the January Note, the Company is securing PhyHealth’s agreement of
forbearance.

     

    I. PhyHealth
had requested a demonstration of good faith on the part of the Company,
requesting partial payment, of at least 10%, or $64,000, as a condition of
PhyHealth’s forbearance.

     

    J. However,
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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    K. The
Company acknowledges that as a consequence of the default, the January Note’s
interest rate provides for an increase to 18% per annum, which, given
PhyHealth’s forbearance any payment at this time, will be retroactive to January
28, 2009, and will instead be at 22%, the Company will issue PhyHealth
15,000,000 shares of its common stock and that the terms of the Class A Stock
Purchase Warrant are changed.

     

    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, PhyHealth 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 “Amended Note”) in the amount of
$715,015.10, which includes past interest on the January Note through July 31,
2009, issues PhyHealth 15,000,000 shares of its common stock and issues
25,000,000 Class A
Stock Purchase Warrants, also attached, which supersedes and replaces the
previously issued 20,000,000 January 28, 2009 Class A Stock Purchase
Warrants.

     

    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.  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.

     

    
      
        
        

      

      
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    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
PhyHealth.

     

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

     

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

     

    
    

     

    
      	
              AccessKey
      IP, Inc.

            	
              Physicians
      Healthcare Management Group, Inc.

            
	 	 
	 	 
	
              Bruce
      Palmer, President

            	
              BY:  Robert
      L Trinka, CEO

            


    

     

     

     

     

    
      
        
        

      

      
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