EXHIBIT 10.1




 




DEMAND NOTE




 




	

  $150,000


  	

  As of February 28, 2002


  





 




For value received, the

undersigned Axcess Inc. (the “Maker”) promises to pay ON DEMAND, in immediately

available funds, to the order of 

Amphion Ventures L.P. (hereinafter referred to as the “Payee”), at the

office of  Payee located at 350 Madison

Avenue New York, New York 10017, the principal sum of One Hundred Fifty

Thousand Dollars ($150,000.00) plus 6.75% interest plus such additional amounts

(including interest) as may be shown on a Schedule of Advances annexed hereto

and acknowledges in writing by the maker (“Principal”).




 




Notwithstanding anything to the

contrary set forth herein, the entire unpaid Principal is subject to mandatory

prepayment in the event of any liquidation, dissolution or winding up of the

Maker.  The consolidation or merger of

the Maker into or with any other entity or entities, or the sale or lease,

exchange or other transfer by the Maker into or with any other entity or

entities, or the sale, lease, exchange or other transfer by the Maker of all or

substantially all of its assets, or dissolution without reconstitution of the

Maker of this Note, appointment of a receiver of any part of the property of ,

assignment for the benefit of creditors by, or commencement of any proceeding

under the United States Bankruptcy Code or any insolvency laws by or against

the Maker, shall be deemed to be a liquidation, dissolution or winding up of

the Maker within the meaning of the provisions of this paragraph.




 




This Note may be prepaid in

whole or in part at any time without premium or penalty.




 




The Principal outstanding under

this Note may convert at any time, at the election of the Payee, into

securities of the Maker.




 




Every maker, endorser and

guarantor hereof or of the indebtedness evidenced hereby (a) waives notice of

and consents to any and all advances, settlements, compromises, favors and

indulgences (including, without limitation, any extension or postponement of

the time for payment), and any and all additions, substitutions and releases of

any person primarily or secondarily liable, (b) waives presentment, demand,

notice, protest and all other demands, notices and suretyship defenses

generally, in connection with the delivery, acceptance, performance, default or

enforcement of or under this Note, and (c) agrees to pay, to the extent

permitted by law, all costs and expenses, including, without limitation,

reasonable attorneys’ fees, incurred or paid by the Payee in enforcing this

Note and any collateral or security therefor on default, whether or not

litigation is commenced.




 




No delay or omission of the

Payee in exercising any right or remedy hereunder shall constitute a waiver of

any such right or remedy.  Acceptance by

the Payee of any payment after the acceleration shall not be deemed a waiver of

such acceleration. A waiver on one occasion shall not operate as a bar to or

waiver of any such right or remedy on any future occasion on any future

occasion.




 




The Maker represents that this

Note has been duly executed and delivered and constitutes a legal, valid and

binding obligation of the Maker, enforceable against the Maker in accordance

with its terms.  The execution, delivery

and performance of this Note does not and will not violate or conflict with,

result in a breach of, or constitute a default under, any applicable law or any

indenture, agreement, or other contractual restriction, or instrument to which

the Maker is a party, or all such violations, conflicts, breaches, or defaults

have been duly waived.




 




This Note shall take effect as

an instrument under seal and shall be governed and construed in accordance with

the laws of the New York.




 




	

   


  	

  AXCESS INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  





 




1





























 




SCHEDULE OF ADVANCES




 




This Schedule supplements the Note dated February 28, 2002 by and

between AXCESS INC. as Maker and Amphion Ventures L.P.  as Payee. 

The Maker hereby acknowledges receipt of the advances in the amount and

on the dates set forth below, all of which shall be included as “Principal”

under, and be governed by the terms and conditions of, said Note.




 




	

  Date of

  Advance


  	

   


  	

  Amount of

  Advance


  	

   


  	

  % Interest


  	

   


  	

  Receipt

  Acknowledged


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3/08/02


  	

   


  	

  $


  	

  100,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/13/02


  	

   


  	

  $


  	

  75,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/14/02


  	

   


  	

  $


  	

  40,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/15/02


  	

   


  	

  $


  	

  55,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/21/02


  	

   


  	

  $


  	

  100,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/26/02


  	

   


  	

  $


  	

  175,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  3/28/02


  	

   


  	

  $


  	

  50,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  4/04/02


  	

   


  	

  $


  	

  100,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  4/12/02


  	

   


  	

  $


  	

  175,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  4/19/02


  	

   


  	

  $


  	

  75,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  5/02/02


  	

   


  	

  $


  	

  70,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  5/02/02


  	

   


  	

  $


  	

  90,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
	

  7/02/02


  	

   


  	

  $


  	

  5,000


  	

   


  	

  6.75


  	

  %


  	

  By:


  	

  /s/ ALLAN

  GRIEBENOW


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Allan

  Griebenow, Chief Executive Officer


  	

   


  
											





 




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