accesskey_10q-ex1031.htm


    
      
        

      

    

    EXHIBIT
10.31

     

    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

    


    JULY
31, 2009 AMENDED CONVERTIBLE NOTE

    


    FOR VALUE
RECEIVED, AccessKey IP, Inc., a Nevada corporation, having a place of business
at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New Mexico, 87113, INC. (the
“Maker” or the “Company”), hereby promises to pay to the order of Physicians
Healthcare Management Group, Inc., a Nevada corporation (“Holder”), having his
principal address at 700 S. Royal Poinciana Blvd., Suite 506, Miami,
FL  33166, the sum of $715,015.10, plus interest which accrues
hereafter.

     

    1.  Maturity.  The
amount outstanding under this Note will be due and payable at the address of
Holder or such other place as Holder may designate on or before January 28, 2010
(the “Maturity Date”).

     

    2.  Payments
of Interest and Principal. $797,360.96 shall be payable on or before the
Maturity Date.

     

    3.  Interest
Rate.  The outstanding principal balance of this Note shall bear
interest at a rate per annum equal to 22.0% per annum, amortized
monthly.

     

    4.  Optional
Prepayment.  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 balance. In the event that
Maker sends a Prepayment Notice to Holder, Holder may elect prior to the
Prepayment Date to convert into common stock of the Company pursuant to Section
5 hereof, all or part of the amount of principal to be repaid by the proposed
Prepayment instead of receiving such prepayment.

     

    5.  Optional/Mandatory
Conversion. At any time prior to repayment of all amounts due as provided under
the Note, $300,000 of the
Note shall be convertible at the option of the Holder into fully paid and
non-assessable shares of Company Common Stock. Company payments of the
outstanding principal balance shall be applied first to the non-convertible
portion of the Note, and then to the convertible portion of the
Note.  The number of shares of Company Common Stock that Holder 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 50%
of the lesser of the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a) $.0125

    b) the
closing bid price for Common Stock on the trading day one day prior to a Holder
Notice of Conversion, or

    c) the
average closing bid price for Common Stock on the five trading days immediately
prior to a Holder Notice of Conversion, or

    if a
registration statement is not effective on the 180 day anniversary of Closing
(“d” and “e” not otherwise applying),

    d) the
closing bid price for Common Stock on the 180 day anniversary of Closing,
or

    e) the
average closing bid price for Common Stock on the five trading days immediately
prior to the 180 day anniversary of Closing.

    


    A.  In
order to exercise the conversion privilege, Holder shall give written notice of
conversion to the Company stating Holder’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, the Company shall issue and
shall deliver to Holder a certificate or certificates for the number of full
shares of Company Common Stock issuable upon the conversion of this Note or
portion thereof registered in the name of Holder in accordance with the
provisions of this Section 5.

     

    B.  Each
conversion shall be deemed to have been effected on the date the conversion
notice shall have been received by the Company, as aforesaid, and on said date,
Holder shall be deemed to have become the holder 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
Holder shall not be entitled to shares upon conversion, if such conversion would
result in beneficial ownership by the Holder and its affiliates of more than
4.99% 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 Holder and its
affiliates, 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 Holder shall be limited to
aggregate warrant and/or option exercises and/or conversion of only 4.99% and
aggregate warrant and/or option exercises and/or conversion by the Holder may
not exceed 4.99%.  The Holder may void the exercise limitation
described in this Section upon 61 days prior written notice to the
Company.  The Holder may allocate which of the equity of the Company
deemed beneficially owned by the Holder shall be included in the 4.99% amount
described above and which shall be allocated to the excess above
4.99%.

     

    In the
event that a conversion notice is sent to the Company, and the shares are not
issuable to the Holder because it would cause the Holder’s shareholdings in the
company to exceed 4.99%, the Company shall instead issue a non-interest bearing
Fixed Price Convertible Note, with the same terms as herein, except that the
conversion price shall be fixed, equal to the conversion price on the notice of
conversion.

     

    
      
        
        

      

      
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    6.  Security.  There
shall be no security for the repayment of this Note.

     

    7.  Short-Hold
Covenant.  Holder covenants and agrees that, so long as any
indebtedness is outstanding hereunder, Holder shall not at any time hold or
maintain a short position with respect to the securities of the
Maker.

     

    8.  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
Holder has specifically consented otherwise in writing):

     

    A.  Notice
of Event of Default.  Maker shall furnish to Holder 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.

     

    9.  Event
of Default.  For purposes of this Note, the Maker shall be in default
hereunder (and an “Event of Default” shall have occurred hereunder)
if:

     

    A.  Maker
shall fail to pay when due any payment of principal, interest, fees, costs,
expenses or any other sum payable to Holder hereunder or otherwise;

     

    B.  Maker
shall default in the performance of any other agreement or covenant contained
herein (other than as provided in subparagraph A above), and such default shall
continue uncured for twenty (20) days after notice thereof to Maker given by
Holder, or if an Event of Default shall occur under any other Loan
Document;

     

    C.  Maker:
becomes insolvent, bankrupt or generally fails to pay its debts as such debts
become due; is adjudicated insolvent or bankrupt; admits in writing its
inability to pay its debts; or shall suffer a custodian, receiver or trustee for
it or substantially all of its property to be appointed and if appointed without
its consent, not be discharged within thirty (30) days; makes an assignment for
the benefit of creditors; or suffers proceedings under any law related to
bankruptcy, insolvency, liquidation or the reorganization, readjustment or the
release of debtors to be instituted against it and if contested by it not
dismissed or stayed within ten (10) days; if proceedings under any law related
to bankruptcy, insolvency, liquidation, or the reorganization, readjustment or
the release of debtors is instituted or commenced by Maker; if any order for
relief is entered relating to any of the foregoing proceedings; if Maker shall
call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or if Maker shall by any act or failure to act indicate
its consent to, approval of or acquiescence in any of the
foregoing.

    


    10.  Consequences
of Default.  Upon the occurrence of an Event of Default and at any
time thereafter, the entire unpaid principal balance of this Note, together with
interest accrued thereon and with all other sums due or owed by Maker hereunder,
shall become immediately due and payable.  In addition, the principal
balance and all past-due interest shall thereafter bear interest at the rate of
25% per annum until paid; and the exercise price under the attached Warrant
shall be reduced to One Hundred Dollars ($100.00) collectively, and the number
of Common Shares and Preferred Shares into which it becomes exercisable shall
triple. Failure to provide notice shall not constitute a waiver of this
right.

     

    
      
        
        

      

      
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    11.  Liquidated
Damages/Remedies not Exclusive.

     

    A. The
remedies of Holder provided herein or otherwise available to Holder at law or in
equity shall be cumulative and concurrent, and may be pursued singly,
successively and together at the sole discretion of Holder, 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 waiver or release of the
same.

     

    B. Liquidated
Damages In the event that the Company fails to deliver the shares when due,
whether by Section 4, or 5, or otherwise, the number of shares otherwise due
shall increase by 3% for each month or partial 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 lie.

     

    12.  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 first 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.

     

    13.  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.

     

    14.  Successors
and Assigns. This Note inures to the benefit of the Holder and binds the Maker,
and its respective successors and assigns, and the words “Holder” and “Maker”
whenever occurring herein shall be deemed and construed to include such
respective successors and assigns.

     

    15.  Assignment.
The Maker may assign or transfer its duties hereunder with the written consent
of the Holder.

     

    16.  Waiver
of Formalities. Except as provided in this Note, presentment, protest, notice,
notice of dishonor, demand for payment, notice of protest and notice of
non-payment are hereby waived.

     

    17.  Non-Waiver
by Holder. The failure or delay by the Holder of this Note in exercising any of
his rights hereunder in any instance shall not constitute a waiver thereof in
that or any other instance. The Holder of this Note may not waive any of its
rights, except in an instrument in writing signed by the Holder.

     

    
      
        
        

      

      
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    18.  Entire
Instrument.  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.

     

    19.  Modifications.  This
Note may not be modified, altered or amended, except by an agreement in writing
signed by both the Maker and the Holder.

     

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

     

    21.  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 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 Florida by service of process on any such, officer; and Maker agrees that the
courts of the State of Florida shall have jurisdiction with respect to the
subject matter hereof and the person of Maker. Notwithstanding the foregoing,
Holder, 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 may be located.

    


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

     

    
    

     

    
      	 	
              MAKER

               

              AccessKey IP, Inc.

               

              

               

              Bruce Palmer. President

            


    

     

    
      
        
        

      

      
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THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”)
AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS BEEN
REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

     

    CLASS
A STOCK PURCHASE WARRANT

     

    
      	Warrant No.
      0736109-01	Number of
      Shares: 25,000,000


    

     

    ACCESSKEY
IP, INC.

    COMMON
STOCK, NO PAR VALUE PER SHARE

    VOID
AFTER 5:00 P.M. EASTERN STANDARD TIME

    ON
DECEMBER 31, 2013

    


    This
Warrant is issued to Physicians Healthcare Management Group, Inc. (“Holder”) by
AccessKey IP, Inc. (the “Company”), a Nevada corporation, having a place of
business at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New
Mexico.

    


    For value
received and subject to the terms and conditions hereinafter set out, Holder is
entitled to purchase from the Company 25,000,000 fully paid and nonassessable
shares of common stock, no par value per share (“Common Shares”) of the Company,
at a purchase price per share of $0.005 per share, or an aggregate of One
Hundred Fifty Thousand Dollars ($150,000.00).

    


    The
Holder may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the exercise form annexed hereto duly executed, at the office of
the Company, or such other office as the Company shall notify the Holder in
writing, together with a certified or bank cashier’s check payable to the order
of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.

    


    1.    The person or
persons in whose name or names any certificate representing Common Shares is
issued hereunder shall be deemed to have become the holder of record of the
Common Shares represented thereby as of the close of business on the date on
which this Warrant is exercised with respect to such shares, whether or not the
transfer books of the Company shall be closed.  Until such time as
this Warrant is exercised or terminates, the Purchase Price payable and the
number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.

     

    2.   Unless
previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard
Time, on December 31, 2014 and shall be void
thereafter or can be extended at the Company’s discretion (“Expiration
Date”).

     

    3.    The Company
covenants that it will at all times reserve and keep available a number of its
authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Warrant.  The Company
further covenants that such shares as may be issued pursuant to the exercise of
this Warrant, upon issuance, will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges.

     

    
      
        
        

      

      
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    4.    If the
Company subdivides its outstanding Common Shares, by split-up or otherwise, or
combines its outstanding Common Shares, the Purchase Price then applicable to
shares covered by this Warrant shall forthwith be proportionately decreased in
the case of a subdivision, or proportionately increased in the case of a
combination.

     

    5.    If (a) the
Company reorganizes its capital, reclassifies its capital stock, consolidates or
merges with or into another corporation (but only if the Company is not the
surviving corporation and
no longer has more than a single shareholder) or sells, transfers or
otherwise disposes of all or substantially all its property, assets, or business
to another corporation, and (b) pursuant to the terms of such reorganization,
reclassification, merger, consolidation, or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock, or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation (“Other Property”), are
to be received by or distributed to the holders of Common Shares, then (c)
Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same number of shares of common stock of the successor or acquiring
corporation and Other Property receivable upon such reorganization,
reclassification, merger, consolidation, or disposition of assets as a holder of
the number of Common Shares for which this Warrant is exercisable immediately
prior to such event. At the time of such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined by resolution of the Board of Directors of the Company) in order to
adjust the number of shares of the common stock of the successor or acquiring
corporation for which this Warrant is exercisable. For purposes of this section,
“common stock of the successor or acquiring corporation” shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of
stock, or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this section shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations, or disposition of assets.

     

    6.    If a
voluntary or involuntary dissolution, liquidation or winding up of the Company
(other than in connection with a merger or consolidation of the Company) is at
any time proposed during the term of this Warrant, the Company shall give
written notice to the Holder at least thirty days prior to the record date of
the proposed transaction.  The notice shall contain: (1) the date on
which the transaction is to take place; (2) the record date (which must be at
least thirty days after the giving of the notice) as of which holders of the
Common Shares entitled to receive distributions as a result of the transaction
shall be determined; (3) a brief description of the transaction; (4) a brief
description of the distributions, if any, to be made to holders of the Common
Shares as a result of the transaction; and (5) an estimate of the fair market
value of the distributions.  On the date of the transaction, if it
actually occurs, this Warrant and all rights existing under this Warrant shall
terminate.

     

    
      
        
        

      

      
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    7.    In no event
shall any fractional Common Share of the Company be issued upon any exercise of
this Warrant.  If, upon exercise of this Warrant as an entirety, the
Holder would, except as provided in this Section 7, be entitled to receive a
fractional Common Share, then the Company shall issue the next higher number of
full Common Shares, issuing a full share with respect to such fractional
share.  If this Warrant is exercised at one time for less than the
maximum number of Common Shares purchasable upon the exercise hereof, the
Company shall issue to the Holder a new warrant of like tenor and date
representing the number of Common Shares equal to the difference between the
number of shares purchasable upon full exercise of this Warrant and the number
of shares that were purchased upon the exercise of this Warrant.

     

    8.    Whenever the
Purchase Price is adjusted, as herein provided, the Company shall promptly
deliver to the Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.

    


    9.    If at any
time prior to the expiration or exercise of this Warrant, the Company shall pay
any dividend or make any distribution upon its Common Shares or shall make any
subdivision or combination of, or other change in its Common Shares, the Company
shall cause notice thereof to be mailed, first class, postage prepaid, to Holder
at least thirty full business days prior to the record date set for determining
the holders of Common Shares who shall participate in such dividend,
distribution, subdivision, combination or other change.  Such notice
shall also specify the record date as of which holders of Common Shares who
shall participate in such dividend or distribution is to be
determined.  Failure to give such notice, or any defect therein, shall
not affect the legality or validity of any dividend or
distribution.

    


    10.    The Company
will maintain a register containing the names and addresses of the Holder and
any assignees of this Warrant.  Holder may change its address as shown
on the warrant register by written notice to the Company requesting such
change.  Any notice or written communication required or permitted to
be given to the Holder may be delivered by confirmed facsimile or telecopy or by
a recognized overnight courier, addressed to Holder at the address shown on the
warrant register.

    


    11.    This Warrant
has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws (“State Acts”) or regulations in
reliance upon exemptions under the Securities Act, and exemptions under the
State Acts. Subject to compliance with the Securities Act and State Acts, this
Warrant and all rights hereunder are transferable in whole or in part, at the
office of the Company at which this Warrant is exercisable, upon surrender of
this Warrant together with the assignment hereof properly endorsed. The Common
Stock into which the Warrants are exercisable will have piggyback registration
rights, and the Warrants will be transferable. If within 90 days, the Company
does not register the shares of Common Stock into which the Warrants are
exercisable, or the shares of Common Stock into which the Warrants are
exercisable are not otherwise freely tradable, then, at Holder’s option, the
Warrant exercise may be cashless.

     

    12.    In case this
Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a
new warrant of like tenor and denomination and deliver the same (a) in exchange
and substitution for and upon surrender and cancellation of any mutilated
Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt
of evidence satisfactory to the Company of the loss, theft or destruction of
such Warrant (including a reasonably detailed affidavit with respect to the
circumstances of any loss, theft, or destruction) and of indemnity with
sufficient surety satisfactory to the Company.

     

    
      
        
        

      

      
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13.    Unless a
current registration statement under the Securities Act, shall be in effect with
respect to the securities to be issued upon exercise of this Warrant, the
Holder, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of securities acquired
upon exercise hereof, the Company may require Holder to make such
representations, and may place such legends on certificates representing the
Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares
to be issued without such registration.

     

    14.    This Warrant
does not entitle Holder to any of the rights of a stockholder of the
Company.

     

    15.    Nothing
expressed in this Warrant and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties to this Agreement any
covenant, condition, stipulation, promise, or agreement contained herein, and
all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns.

     

    16.    The
provisions and terms of this Warrant shall be construed in accordance with the
laws of the State of Florida.

     

    IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company as of JULY
31, 2009.

    


     

    
      	 	AccessKey
      IP, Inc.
	 	 
	 	 
	 	By:	 	 
	 	 	
              Bruce
      Palmer, President

            	
               

            


    

     

     

     

     

    
      
        
        

      

      
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