0001019687-09-001631 Sample Contracts

Contract
Security Agreement • May 7th, 2009 • AccessKey IP, Inc. • Illinois

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE AS A CONSEQUENCE OF THIS SECURITY 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.

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SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • May 7th, 2009 • AccessKey IP, Inc. • Illinois

This agreement ("Agreement") is made as of this 5th day of November, 2007, by and between ACCESSKEY IP, INC., a Nevada corporation, having a place of business at 600 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New Mexico, 87113, ("Issuer," "Buyer" or the "Company") and Financial Alchemy, L.L.C., a Minnesota limited liability company, having its principal address at 155 Revere Dr., Suite 10, Northbrook, IL 60062 ("Seller").

CONSULTING AGREEMENT
Consulting Agreement • May 7th, 2009 • AccessKey IP, Inc. • New Mexico

This Consulting Agreement (this "Agreement"), made and entered into as of this 1st day of April, 2008 by and between AccessKey IP, Inc., (the "Company) and Bruce M. Palmer (the "Consultant").

MAY 21, 2008 $12,000 UNSECURED NOTE AGREEMENT
Unsecured Note Agreement • May 7th, 2009 • AccessKey IP, Inc. • New Mexico

FOR VALUE RECEIVED, Hot Web, Inc.(the “Maker” or the “Company”), a Florida corporation, having a place of business at 2728 S. Cole Rd. Suite 140, Boise, Idaho 83709, hereby promises to pay to the order of AccessKey IP (“Payee” or “Lender”), a Nevada corporation, having its principal address at 8100 M4 Wyoming Ave., Suite 420, Albuquerque, NM. 87113, the sum of $12,000, advanced to the Company on May 21, 2008. This Unsecured Convertible Note Agreement (this “Note”) is issued due to loans for the “Company’s operations.

D&H DISTRIBUTING SUPPLEMENTAL VENDOR PURCHASE AGREEMENT
Supplemental Vendor Purchase Agreement • May 7th, 2009 • AccessKey IP, Inc. • Pennsylvania

This agreement effective as of the 7 day of March , 2009, by and between D&H DISTRIBUTING CO. a Pennsylvania company with its principal place of business at 2525 N. 7th Street, Harrisburg, Pennsylvania, 17110 ("D&H"), and TeknoCreations, a company with its principal place of business at 8100 M4 Wyoming Suite 420, Albuquerque, NM, 87113, ("Vendor")

Contract
Convertible Note • May 7th, 2009 • AccessKey IP, Inc. • Florida

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.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 7th, 2009 • AccessKey IP, Inc. • Ontario
RELEASE AND INDEMNIFICATION AGREEMENT
Release and Indemnification Agreement • May 7th, 2009 • AccessKey IP, Inc. • California

This Release and Indemnification ("Agreement") is made to be effective this 15th day of October, 2007 by William J. Kettle ("Bill Kettle"), Scott M. Kettle ("Scott Kettle"), Maria Kettle ("Maria Kettle"), and Accesskey IP, Inc., a Nevada Corporation ("Accesskey" or the "Company").

OCTOBER 29, 2007 $250,000 SECURED CONVERTIBLE NOTE AGREEMENT
Secured Convertible Note Agreement • May 7th, 2009 • AccessKey IP, Inc. • Illinois

FOR VALUE RECEIVED, TeknoCreations, Inc. (the “Maker” or 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 Micro Pipe Fund I, L.L.C. (“Payee” or “Lender”), a Minnesota limited liability company, having its principal address at 155 Revere Drive, Suite 10, Northbrook, IL 60062, the sum of $250,000, advanced to the Company, $70,000 on October 29, 2007, $70,000 on November 29, 2007, $70,000 on December 29, 2007, $40,000 on January 29, 2007. This Secured Convertible Note Agreement (this “Note”) 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.

Contract
Security Agreement • May 7th, 2009 • AccessKey IP, Inc. • Illinois

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE AS A CONSEQUENCE OF THIS SECURITY 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.

APRIL 10, 2008 $20,000 UNSECURED NOTE AGREEMENT
Unsecured Note Agreement • May 7th, 2009 • AccessKey IP, Inc. • New Mexico

FOR VALUE RECEIVED, Hot Web, Inc.(the “Maker” or the “Company”), a Florida corporation, having a place of business at 2728 S. Cole Rd. Suite 140, Boise, Idaho 83709, hereby promises to pay to the order of AccessKey IP (“Payee” or “Lender”), a Nevada corporation, having its principal address at 8100 M4 Wyoming Ave., Suite 420, Albuquerque, NM. 87113, the sum of $20,000, advanced to the Company on April 10, 2008. This Unsecured Convertible Note Agreement (this “Note”) is issued due to loans for the “Company’s operations.

MASTER DEVELOPMENT CONTRACT
Master Development Contract • May 7th, 2009 • AccessKey IP, Inc.

This contract by and between CSI Digital, Inc., identified as CSI, and AccessKey IP, Inc., identified as AccessKey, collectively the parties, hereby enter into a formal contract for the pursuit of having AccessKey develop products identified as:

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 7th, 2009 • AccessKey IP, Inc. • Illinois

This PLEDGE AND SECURITY AGREEMENT entered into at Northbrook, IL on October 29, 2007, is by and between TeknoCreations, Inc., a Nevada corporation (the “Borrower”) and Micro Pipe Fund I, L.L.C., a Minnesota limited liability company (“Payee” or “Lender” or “Secured Party”), and is executed pursuant to the Secured Convertible Note Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Secured Convertible Note” or the “Note”), between Borrower and Lender.

ACCESSKEY IP CONSULTING AGREEMENT
Consulting Agreement • May 7th, 2009 • AccessKey IP, Inc. • New Mexico

This Consulting Agreement (this "Agreement"), made and entered into as of this 22nd day of May, 2007 by and between AccessKey IP Inc (the "Company") and Craig Erickson, an individual (the "Consultant").

CONSULTING AGREEMENT
Consulting Agreement • May 7th, 2009 • AccessKey IP, Inc. • New Mexico

This Consulting Agreement (this "Agreement"), made and entered into as of this 22nd day of May, 2007 by and between Teknocreations Inc (the "Company") and Mark Kasok, an individual (the "Consultant").

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