accesskey_10q-ex1034.htm


    
      
        

      

    

    Exhibit 10.34

     

    

      THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A WRITTEN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY
THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

       

       

      
        	
                US
      $270,630.40

              	
                September
      1, 2009

              
	 
      	
                (the
      "Issuance
      Date")

              


      

      


      Plus
interest at

      Eighteen
Percent (18%)

      For
a Term of One (1) Year

      


      SUPERSEDING
SECURED NOTE

      


      FOR VALUE RECEIVED,
TeknoCreations, Inc. (the "Maker"
or the "Company"), a Nevada corporation, haying
a place of business at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New
Mexico, 87113, hereby promises to pay to the order of Micro Pipe Fund I, L.L.C.
("Payee"
or "Lender"),
a Minnesota limited liability company, having its principal address at 301
Mission Avenue, Suite 209, Oceanside, CA 92078, the sum of $270,630.40.
This Superseding Secured Note (this "Note")
amends, supersedes and replaces the previously issued November 1, 2007 Secured
Note Agreement. and is issued due to loans for the Company's operations. All
capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Pledge and Security Agreement.

      


      All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Lender at the address of the Lender as set
forth in this Note or at such other place as the Lender may designate from time
to time in writing to the Makers or by wire transfer of funds to the Lender's
account, instructions for which are attached hereto as Exhibit 'A'. The
outstanding principal balance of this Note shall be due and payable on the
one-year anniversary of the. Issuance Date (the "Maturity
Date") or at such earlier time as provided herein.

      


      Article
I

      Deal
Terms.

       

      1.1  
Payments of Interest
and Principal. Interest on the borrowed outstanding principal balance
tinder this Note shall be payable monthly, commencing on the first banking day
of April 2010, and on the first business day of each calendar month thereafter
until the Maturity Date.

       

      1.2  
Security. As
security for the repayment of all liabilities arising under this Note, the Maker
hereby grants to Lender a security interest in and a lien on all, of the
Collateral (as that term is defined in the Pledge and Security Agreement). The
Lender shall have all rights provided to a secured party under the Pledge and
Security Agreement and under the Uniform Commercial Code. The Lender has the
right to sell or hypothecate such Collateral, to the extent permitted under
applicable securities laws. The Maker shall execute and deliver such
documentation as Lender may reasonably request to evidence and perfect Lender's
security interest granted in the Transactional Documents.

       

       

      
        
          
          

        

        
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      1.3   Interest
Beginning on the Issuance Date. of this Note., the outstanding principal
balance of this Note shall bear interest (the “Interest"),
in arrears, at a rate per annum equal to eighteen percent (18%) payable in
accordance with Section 1.1 and
thereafter so long as any principal amount evidenced by this Note remains
outstanding. Interest shall be computed on the basis of a 365-day year and shall
accrue commencing on the Issuance Date. Furthermore, upon the occurrence of an
Event of Default (as defined in Section 2.1 hereof),
then to the extent permitted by law, the Maker will pay interest in cash to the
Lender, payable on demand, on the outstanding principal balance of this Note
from the date of the Event of Default through the date of payment at a new rate
of the lesser of twenty five percent (25%) and the maximum applicable legal rate per annum (the
"Default
Rate").

       

      1.4 Ranking and
Covenants.

       

      (a)  Other
than such indebtedness existing as of the Issuance Date, the Makers will not,
and will not permit any Subsidiary to, directly or indirectly, enter into,
create, incur, assume or suffer to exist any indebtedness of any kind, that is
senior in any respect to the Makers' obligations under the Notes, and the Makers
will not, and will not permit any Subsidiary to, directly or indirectly, incur
any Lien on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom,
except for indebtedness with respect to capital leases incurred in the ordinary
course of business. For the purpose of this Agreement, “Subsidiary"
means, with respect to the Company, any corporation or other entity of which at
least a majority of the outstanding shares of stock or other ownership interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors (or Persons performing similar functions) of such corporation
or entity (irrespective of whether or not at the time, in the case of a
corporation, stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by the Company or one or
more of its Subsidiaries or by the Company and. one or more of its
Subsidiaries.

       

      (b) 
So long as any Notes are outstanding, none of the Makers nor any Subsidiary
shall, directly or indirectly, (i) redeem, purchase or otherwise acquire any of
the Company's capital stock or set aside any monies for such a redemption,
purchase or other acquisition or (ii) issue any options or convertible
securities with an exercise price or a conversion price or a number of
underlying shares that floats or resets or otherwise varies or is subject to
adjustment based (directly or indirectly) on market prices of the Common
Stock.

       

      1.5  
Payment on
Non-Business Days. Whenever any payment to be made shall be due on a
Saturday, Sunday or a public :holiday under the laws of the State of New York,
such payment may be due on the next
succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued interest payable on such date.

       

      1.6  
Transfer. This
Note may be transferred or sold, subject to the provisions of this Note, or
pledged, hypothecated or otherwise granted as security by the
Lender.

       

      1.7  
Replacement.
Upon receipt of a duly executed and notarized written statement from the Lender
with respect to the loss, theft or destruction of this Note (or any replacement
hereof) and a standard indemnity reasonably satisfactory to the Makers, or, in
the case of a mutilation of this Note, upon surrender and cancellation of such
Note, the Makers shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.


      
        
           


        

        
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      1.8  
Pre-Payment
Option. Subject to customary equity conditions, the Company may at any
time, upon 30 days written notice, prepay all of the outstanding Notes on a
pro-rata basis at 110% of the outstanding principal plus interest
balance.

      


      Article
II

      Optional Payment
Method.

       

      2.1  
Optional Payment
Method, At any time prior to repayment of all amounts as under the Note,
all or any portion of the principal amount of the Note shall be convertible at
the option of the Maker into fully paid, nonassessable and free trading shares
of AccessKey IP, Inc. Common Stock. The number of shares of AccessKey IP, Inc.
Common Stock that Lender shall be entitled to receive upon conversion shall be
equal to the number attained by dividing the principal, including accrued
interest pursuant to the Note being converted by the Conversion Price. The
"Conversion
Price" shall be shall be equal to the lesser of (a) $0.10 per share (b)
fifty percent (50%) of the closing bid price for Common Stock on the trading day
immediately prior to the Lender's receipt of shares pursuant to such Conversion
or payment, or Notice of such Conversion or (c) fifty percent (50%) of the
average closing bid price for Common Stock on the five (5) Trading Days
immediately prior to the Lender's receipt of shares pursuant to such Conversion
or payment, or Notice of such Conversion (the "Fixed
Price"). For purposes of the preceding sentence, (b) and (c), and the
pricing, where the Lender already has possession of shares pursuant to such
Conversion or payment, Notice shall be operative, and not :receipt. For purposes
of the preceding sentence, if the Maker delivers shares on a date other than
When shares arc due or payable in accordance with. the terms hereof, the Lender
can treat the share delivery as though made when due.

       

      A.  In
order to exercise the conversion privilege, Maker shall give written notice of
conversion to Lender stating Maker's election to convert this Note or the
portion thereof in whole or in part, as specified in said. notice. As promptly
as practicable after receipt of the notice, Maker shall issue and shall deliver
to Lender a certificate or certificates for the number of full shares of
AccessKey IP, Inc. Common Stock issuable upon the conversion of this Now or
portion thereof registered in the name of Lender in accordance with the
provisions of this Section
2.1.

       

      B.  Each
conversion shall be deemed to have been effected on the date the conversion
notice shall have been received by Lender, as aforesaid, and Lender shall be
deemed to have become on said date the Lender of record of the shares of Common
Stock issuable upon such conversion. No fractional shares of Common Stock shall
be issued upon conversion of this Note. Any amounts so converted shall not be
reborrowed.

       

      C.  The
Maker shall not be entitled to convert, if such conversion would result in
beneficial ownership by the Lender and its affiliates, of more than 9.99% of the
outstanding shares of Common Stock of the Company on such exercise or conversion
date, including:

       

      (i) the
number of shares of Common Stock beneficially owned by the Lender and its
affiliates (and such identified non-affiliated persons), and

       

      (ii)  the
number of shares of Common Stock issuable upon the exercise of the warrant
and/or options and/or conversion.

       

      For the
purposes of this provision as set forth in the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange
Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing, the Lender shall not be limited to aggregate warrant and/or option
exercises and/or conversion of only 9.99% and aggregate warrant and/or option
exercises and/or conversion by the Lender may exceed 9.99%. The Lender may void
the exercise

      


      
        
          
          

        

        
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      limitation
described in this Section upon 61 days
prior written notice to the Company, The Lender may allocate which of the equity
of the Company deemed beneficially owned by the Lender shall be included in the
9.99% amount described above and which shall be allocated to the excess above
9.99%.

      


      Article
III

      Events of Default:
Remedies.

      


      3.1  
Events of
Default. The occurrence of any of the following events shall be an "Event of
Default"
under this Note:

       

      (a)   the
Makers shall fail to make any principal or interest payments due under this Note
on the date such payments are due and such default is not fully cured within ten
(10) business days after the occurrence thereof; or

       

      (b)  the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed or quoted on at-least
one of the OTC Bulletin Board, the American Stock Exchange, the NASDAQ Global
Market, the NASDAQ Capital Market or The New York Stock Exchange, Inc. for a
period of ten (10) consecutive Trading Days; or

       

      (c)  the
Company's notice to the Lender, including by way of public announcement, at any
time, of its inability to comply (including for any of the reasons described in
Section 3.8(a)
hereof) or its intention not to comply with proper requests for conversion of
this Note. into shares of Common Stock; or

       

      (d)  either
(i) the Makers shall fail to timely deliver the shares of Common Stock upon an
Optional Conversion of the Note, or (ii) the Makers shall fail to make the
payment of any fees and/or liquidated damages under this Note or the Purchase
..Agreement, which failure is not remedied within ten (10) business days after
the occurrence thereof; or

       

      (e)  default
shall be made in the performance or observance of (i) any covenant, condition or
agreement contained in this Note and such default is not fully cured within ten
(10) business days after the Lender delivers written notice to the Makers of the
occurrence thereof or (ii) any covenant, condition or agreement contained in the
Purchase Agreement, the other Notes, the Warrants or any other Transaction
Document which is not covered by any other provisions of this Section 3.1(e) and
such default is not fully cured within ten (10) business days after the T.endcr
delivers written notice to the Makers of the occurrence thereof; or

       

      (f) any
material representation or -warranty
made by either of the Makers herein or in the Purchase Agreement, the Other
Notes, the Warrants or any other Transaction Document shall prove to have been
false at incorrect or breached in a material respect on the date as of which
made and the Lender delivers written notice to the Makers of the occurrence
thereof; or

       

      (g) 
either of the Makers shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a voluntary
case under the United Suites Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a
petition seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors'
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
or (vi) issue a notice of bankruptcy or winding down of its operations or issue
a press release regarding same; or

       

      
        
          
          

        

        
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      (h)  a
proceeding or case shall be commenced in respect of either of the 'Makers,
without its
application or consent, in any court. of competent jurisdiction, seeking the
liquidation, reorganization, moratorium, dissolution,
winding up, or composition or readjustment of its debts, (ii) the appointment of
a trustee,
receiver, custodian, liquidator or the like of it or of all or any substantial
part of its assets in connection with its liquidation or dissolution or
(iii) similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue  dismissed, or unstayed and in effect, for a period of
thirty (30) days or any order for relief shall be entered in an involuntary case
under United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against either of the
Makers or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to either of the
Makers and shall continue undismissed, err unstayed and in effect for a period
of thirty (30) days; or

       

      (i) 
the failure of the Company to instruct its transfer agent to remove any legends
from shares of Common Stock eligible to be sold under Rule 144 of the Securities
Act and issue such unlegended certificates to the Lender within five (5)
business days of the Lender's request so long as the Lender has provided
reasonable assurances to the Company, and based thereon the Company has
determined, that such Shares of Common Stock can be sold pursuant to Me 1.44; or
the failure of either of the -Makers
to pay any other amounts due to the Lender herein or any other Transaction
Document within ten (10) business days of the date such payments are due and
such default is not fully cured within ten (10) business days after the Lender
delivers written notice to the Maker of the occurrence thereof; or

       

      (k) the
occurrence of an event of default under any other Transaction
Document.

       

      For the
purpose of this Note, "Transaction
Documents" shall mean any document signed in connection with this
Note.

       

      32  
Remedies Upon An Event
of Default. If an Event of Default shall have occurred and shall be
continuing, the Lender of this Note may at any time at its option, (a) declare
the entire unpaid principal balance of this Note, together with all interest
accrued hereon, due and payable, and thereupon, the same shall be accelerated
and so due and payable, without presentment, demand, protest, or notice, all of
which are hereby expressly unconditionally and irrevocably waived by the Makers;
provided,
however, that upon the occurrence of an Event of Default described in
Sections 2.1(j)
or (k), the outstanding principal balance and accrued interest hereunder shall
be automatically due and payable, (b) demand that the principal amount of this
Note then outstanding shall be converted into shares of Common Stock at a
Conversion Price per share calculated pursuant to Section 3.1 hereof
assuming that the date that the Event of Default occurs is the Optional
Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise
enforce any one or more of the Lender's rights, powers, privileges, remedies and
interests under this Note, the Purchase Agreement or applicable law. No course
of delay on the part of the Lender shall operate as a waiver thereof or
otherwise prejudice the right of the Lender. No remedy conferred hereby shall be
exclusive of any other remedy referred to herein
or now or hereafter available at law, in equity, by statute or
otherwise.

      


      Article
IV

      Use of
Proceeds.

      


      4.1  
Use of
Proceeds. The proceeds from the Note advanced
herein shall be used for the Maker's general corporate purposes
consistent with the Maker's business.

       

      
 

      
        
          
          

        

        
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      Article
V

      Maker
Covenants.

      


      5.1  Covenants. Maker
covenants and agrees that, so long as any indebtedness is outstanding hereunder,
it will comply with each of the following covenants (except in any case where
Lender has specifically consented otherwise in writing):

       

      5.2  Financial Reporting.
Maker shall furnish to Lender a copy of each financial report submitted on Form
10-K or 10-Q fled with the Securities and Exchange Commission within seven (7)
days of such filing.

       

      5.3  Notice of Event of
Default. Maker shall furnish to Lender notice of the occurrence of any
Event of Default (as defined herein) within five (5) days after it becomes known
to an executive officer of Maker.

       

      5.4 
Financial
Statements. Maker shall. furnish to Lender quarterly financial
statements, including balance sheets and statements of income, for the Company,
which statements shall be annually audited, as soon as practicable after they
ate prepared for internal use.

       

      5.5 
Record Date. In
case the Company shall take record of the Lenders of its Common Stock for the
purpose of entitling them to subscribe for or purchase Common Stock or
Convertible Securities, then the date of the issue or sale of the shares of
Common Stock shall be deemed to be such record date.

       

      5.6 
No .Impairment.
The Company shall not, by amendment of its Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the Observance or performance of any of the terms to be. observed
or performed .hereunder. by the Company, but will at all times in good faith,
assist in the carrying out of all the provisions of this Section 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion tights of the Lender against impairment. In the event a Lender
shall elect to convert any Notes as provided herein, the Company cannot refuse
conversion based on any claim that such Lender or any one associated or
affiliated with such Lender has been engaged in any violation of law, violation
of an agreement to which such Lender is a party or for any reason Whatsoever,
unless, an injunction from a court, or notice, restraining and or adjoining
conversion of all or of said Notes shall have issued and the Company posts a
surety bond for the benefit of such Lender in an amount equal to one hundred
percent (100%) of the amount of the Notes the Lender has elected to convert,
which bond shall remain in. effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to such Lender (as liquidated damages) in the event it obtains
judgment.

       

      5.7 
Certificates as to
Adjustments. Upon occurrence of each adjustment or readjustment of the
Conversion Price or number of shares of Common Stock issuable upon conversion of
this Note pursuant to this
Section 5.1.6,
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Lender a
certificate setting forth such adjustment and readjustment, showing in detail
the facts upon which such adjustment or readjustment is based. The Company
shall, upon written request of the Lender, at any time, furnish or cause to be
furnished to the ender a
like certificate setting forth such adjustments and readjustments, the
applicable Conversion Price in effect at the time, and the number of shares of
Common Stock and the amount, if any, of other securities or property which at
the time would be received upon the conversion of this Note. Notwithstanding the
foregoing, the Company shall not be obligated to deliver a. certificate unless
such certificate would reflect an increase or decrease of at least one percent
(1%) of such adjusted amount.

       

       

      
        
          
          

        

        
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      5.8 
Issue Taxes.
The Makers shall pay any and all issue and other taxes, excluding federal, state
or local income taxes, that may be payable in respect of any issue or delivery
of securities on conversion of this Note pursuant thereto; provided,
however, that the Makers shall not be Obligated to pay any transfer taxes
resulting from any transfer requested by the Lender in connection with any such
conversion.

       

      5.9 
Fractional
Shares. No fractional shares of Common Stock shall be issued upon
conversion of this Note. In lieu of any fractional shores to which the Lender
would otherwise be entitled, the Maker shall pay cash equal to the product of
the fraction that would evidence such fractional shares multiplied by the
average of the Closing Bid Prices of the Common Stock for the five (5)
consecutive Trading Days immediately preceding the Conversion Date. The term
"Closing
Bid Price” shall mean, on any particular date (i) the last closing bid
price per share of the Common Stock on such. date on the OTC 'Bulletin Board or
another registered national stock exchange on which the Common Stock is then
listed, or if there is no such price on such date, then the last closing bid
price on such exchange or quotation system on the date nearest preceding such
date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board
or any registered national stock exchange, the last trading price for a share of
Common Stock in the over-the-counter market,
as reported by the OTC Bulletin Board or in the National Quotation Bureau
Incorporated or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such date, or (iii)
if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation -Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), then the average of the "Pink Sheet" quotes for the relevant
conversion period, as determined in good faith by the Lender and reasonably
acceptable to the Company, or (iv) if the Common Stock is not then publicly
traded the fair market value of a share of Common Stock as determined by the
Lender and reasonably acceptable to the Company. The term "Trading
Days" shall mean any day that the New York Stock Exchange is open for
business.

       

      5.10
Reservation of Common
Stock. The Company shall at all times when this Note shall be
outstanding, reserve and keep available out of its authorized but unissued
Common Stock, one hundred twenty percent (120%) of such number of shares of
Common Stock as shall from time to time be sufficient to effect a full Optional
Conversion. of this Note. The Company shall, from time to time in, increase the
authorized number of shares of Common Stock if at any time the unissued number
of authorized shares shall not be sufficient to satisfy the Company's
obligations under this Note.

       

      5.11 
Regulatory
Compliance. If any shares of Common Stock to be reserved for the purpose
of an Conversion of this Note require registration or listing with or approval
of any governmental authority, stock exchange or other regulatory body under any
federal or state law or regulation or otherwise before such shares may be
validly issued or delivered upon conversion, the Company shall, at its sole cost
and expense, in good faith and as expeditiously as possible, endeavor to secure
such registration, listing or approval, as the case may be.

      


      Article
VI

      Liquidated Damages/Remedies
not Exclusive.

      


      6.1 
Liquidated
Damages/Remedies not Exclusive. The remedies of Lender provided herein or
otherwise available to Lender at law or in equity shall be cumulative and
concurrent, and may be pursued singly, successively and together at the sole
discretion of Lender, and may be exercised as often as occasion therefore shall
occur; and the failure to exercise any such right or remedy shall in no event be
construed as a waive or release of the same.

       

      6.2 
Liquidated
Damages. In the event. that the Company fails to deliver the Common Stock
when due, the number of Common Stock otherwise due shall increase by 5% for each
month or partial

       

      
 

      
        
          
          

        

        
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      month,
until the Company does deliver such shares. The parties agree that this is a
reasonable amount for liquidated damages, given the difficulty to determine, in
advance, what actual damages may occur.

      


      Article
VII

      Miscellaneous.

      


      7.1 
Notice. All
notices required to be given to any of the parties hereunder shall be in writing
and shall h e 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:

                 

              	
                TeknoCreations,
      Inc.

                8100
      M4 Wyoming Blvd NE, Suite 420 Albuquerque, New Mexico, 87113

                 

              
	
                If
      to the Lender:

              	
                Micro
      Pipe Fund I, L.L.C.

                301
      Mission Avenue, Suite 209

                Oceanside,
      CA 92078

                Phone:
      (760) 444-5014; Fax :(760) 757-8051

              


      

      


      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.

      


      7.2 .
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.

       

      7.3  
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.

       

      7.4 
Assignment. The
Lender may assign this Note and Transaction Documents at any time without notice
to the Maker. The. Maker may not assign, hypothecate, transfer or otherwise
assign this Note.

       

      7.5 
Entire
Agreement. This Note embodies the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all or agreements and understandings,
whether express or implied, oral and written.

       

      7.6 
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.

       

      7.7 
Governing Law.
This instrument shall be construed according to and governed by the laws of the
State of Illinois.

       

      7.8 
Consent to
Jurisdiction and Service of Process. Maker irrevocably appoints each and
every officer of Maker as its attorney upon whom may be served any notice,
process or pleading in any action or

       

      
 

      
        
          
          

        

        
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      proceeding
against it arising out of or in connection with this Note; and. Maker hereby
consents that any action Or proceeding against it be commenced and maintained in
any court within the State of Illinois by service of process on any. such,
officer; and Maker agrees that the courts of the State of Illinois shall have
jurisdiction with respect to the subject matter hereof and the person of Maker
and the collateral securing Maker's obligations hereunder. Notwithstanding the
foregoing, Lender, in its absolute discretion may also initiate proceedings in
the courts of any other jurisdiction in which Maker may be found or in which any
of its properties or any such Collateral may be located.

       

      7.9  Mandatory
Prepayments. Maker shall apply, as prepayments to the Loan until paid in
full, all payments or proceeds received by Maker with respect to the disposition
or sale of any of the Collateral (whether or not such sale or disposition is
permitted by the terms of the Pledge and Security Agreement).

       

      7.10
Merger, License or Any
Other Similar Arrangement. Micro Pipe Fund L, L.L.C. or its designee
shall also be entitled to a commission of 5% of any and all amounts
received., directly
or indirectly, by TeknoCreations, Inc. and/or its principals as a consequence of
a merger, license or any other similar arrangement or remuneration as a
consequence of the efforts of Micro Pipe Fund I, L.L.C. or its designee or
agent. All references to "TeknoCreations, Inc." shall include associates, and
any individual, corporation, organization, firm or company, of which
TeknoCreations, Inc. is a member, employee, principal, party to, or from which
such it would otherwise benefit financially, directly or
indirectly.

       

      7.11
Right of First
Refusal. The Lender shall have a Right of First Refusal as to any
financings of the Borrower/Maker within a one-year period of this Note; provided.
however that the lender makes not representation and/or does it warrant
that it will make any such loan to Maker.

       

      7.12 
Legal Fee. The
Makers agree to pay all costs and expenses of the Lender :incurred as a result
of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses.

       

      7.13
Anti-Dilution.
The conversion price of the notes will be subject to full ratchet anti-dilution
adjustment in the event that the company issues additional equity or
equity-linked securities, referred to herein as "derivatives" (other than for
specific "carve out" issuances) at a purchase or conversion price that is less
than the applicable conversion price of the notes.

      


      [Signature
Page to Follow]

      



      
        
           


        

        
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      IN WITNESS WHEREOF, the Makers
have caused this Note to be duly executed as of the Issuance Date set out
above.

      


      TeknoCreations,
Inc.

      


      
        	 
      	
                By:
      /s/ Bruce
      Palmer         

              
	 
      	
                Name:
      Bruce Palmer

              
	 
      	
                Title:
      President

              
	 
      	 
      


      

      


      Regarding
Section
1.8

      Acknowledged
by AccessKey, Inc.

      


      By: /s/ Bruce Palmer         

      name:
Bruce Palmer

      Title:
President

      


      


      


      Acknowledged
by the Lender:

      


      Micro
PIPE Fund I, L.L.C.

      


      By: /s/ David
Mickelson      

      Name:
David Mickelson

      Title:

      Date:
10/19/09

      


       

      


      
        
          
          

        

        
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      EXHIBIT
A

       

      FUNDING
INSTRUCTIONS:

       

      Payment
by check: 

        
          

        

      

       

      Please
make checks payable to Micro
PIPE Fund I, LLC

       

      


      
        	
                Send
      to:

              	
                Micro
      PIPE Capital Management, LLC

                301
      Mission Avenue, Suite 209

                Oceanside,
      CA 92054

                Attn:
      Kham Srilasak

              


      

       

      


       

      Payment
by wire Transfer: 

        
          

        

      

       

      
        	
                Bank
      Name:

              	
                Union
      Bank of California

              
	
                Bank
      Address:

              	
                530
      B Street, Suite 420

              
	 
      	
                San
      Diego, CA 92101

              
	
                Account
      Name:

              	
                Micro
      PIPE Fund I, LLC

              
	
                Account
      Number:

              	
                XXXXXXX

              
	
                Routing
      Number:

              	
                XXXXXXX

              


      

      


       

       

       

       

       

       

       

       


      
        
           


        

        
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