accesskey_10q-ex1036.htm


    
      

    

    EXHIBIT 10.36

     

    
 

    $200,000
SEPTEMBER 1, 2009 SUPERSEDING NOTE


     

    FOR VALUE
RECEIVED, ACCESSKEY, INC. (the “Company”), a Nevada corporation, having a place
of business at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New Mexico,
87113, hereby promises to pay to the order of The Melanie S. Altholtz
Irrevocable Trust (“Holder”), having its principal address at 2906 Alex McKay
Place, Sarasota, FL 34240 and Warrants for 5,000,000 shares of company stock at
$.015 per share with an expiration for April 3,
2014. This Superseding Note (Note) is issued in conjunction with one or more
loans to the Company and supersedes previously issued Note dated April 3, 2009
and revised July 7, 2009.

    


    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 January 4, 2010 (the
“Maturity Date”) in the amount of $100,000.00 and on January 15, 2010 (the
“Maturity Date”) in the amount of $100,000.00.

     

    2.  Payments
of Interest and Principal.  Interest on the borrowed outstanding
principal balance under this Note shall be payable at maturity dates as stated
above.

     

    3.  Interest
Rate.  The outstanding principal balance of this Note shall bear
interest at a rate of 12.00% for the first 90 days beginning April 3, 2009 (the
date of the original Note), 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.

     

    4.  Use
of Proceeds.  Funds advanced under this Note shall be used for the
Maker’s acquisition of consumer electronics inventory.

     

    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
      Holder:	
              Melanie
      S. Altholtz Irrevocable Trust

              2906
      Alex McKay Place

              Sarasota,
      FL 34240

            
	 	 
	If to the
      Company:	
              AccessKey
      IP, Inc.

              8100
      M4 Wyoming Blvd NE, Suite 420,

              Albuquerque,
      New Mexico, 87113

            


    

     

     

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

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.  Event
of Default.  For purposes of this Note, the Maker shall be in default
hereunder  if Maker fails to pay when due any payment of principal,
interest, fees, costs, expenses or any other sum payable to Payee hereunder or
otherwise. If in the Event of Default, this note shall be guaranteed by The
Stealth Fund, LLLP (“Guarantor”), a Minnesota Limited Liability Company. Holder
shall have all rights and privileges against Guarantor in the event of default
as if dealing with Maker.

     

    8. 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.

     

    9. 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.

     

    10.  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.

     

    11.  Disputes
and Arbitration.  The parties agree that any disputes or questions
arising hereunder including the construction or application of the Agreement
shall be settled by arbitration in accordance with the rules of the American
Arbitration Association then in force.  If the parties cannot agree
upon an arbitrator within 10 days after demand by either of them, either or both
parties may request that the American Arbitration Association to name a panel of
5 arbitrators.  The Company shall strike the names of two on this
list, the Holder shall then strike two names, and the remaining name shall be
the arbitrator.  The decision of the arbitrator shall be final and
binding upon the parties both as to law and to fact, and shall not be appealable
to any court in any jurisdiction.  The expenses of the arbitrator
shall be shared equally by the parties, unless the arbitrator determines that
the expenses shall be otherwise assessed.

    
       

       

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

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

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

     

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

    


     

    
      	 	
              MAKER

            	 	
              GUARANTOR

            	 
	 	 	 	 	 
	 	
              AccessKey
      IP, Inc.

            	 	
              The
      Stealth Fund LLLP

            	 
	 	
              By: /s/
      Bruce Palmer

            	 	
              By:
      /s/ George Stevens

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              Bruce
      Palmer, President

            	 	
              George
      Stevens, Investment Advisor

            	 


    

     

    
      
         

         

         

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