**EXHIBIT10.20**

 

THISNOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD,TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER SAID ACT OR LAWS OR PURSUANT TO AN EXEMPTIONTHEREFROM.

 

**AXCESSINTERNATIONAL, INC.**

Form ofConvertible Note

 
| $xxx,xxx |   |                         ,  200   |
|----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Subjectto the terms and conditions of this Note, for good and valuable considerationreceived, Axcess International, Inc. (“Axcess”) hereby promises to pay tothe order of the                                               (“Investor”) the principal amount of                                                Dollars and         Cents (***xxx,xxx***),plus simple interest, accrued on unpaid principal from                                      ,200  , until paid, at the rate of Five  percent (5.00%) per annum(365-day year basis) payable on December 31, 2014 (the “*Maturity Date*”),in addition Axcess will issue to Investor a warrant to purchase                                                          (***xxx,xxx***) common shares with a strike price of $0.75 and expire December 31,2014.  If Axcess completes an equityoffering of any of its securities and the aggregate proceeds to Axcess are atleast $1,000,000 (“Transaction”), then the Note will automatically convert tocommon shares at $0.50.

 

Uponthe occurrence of the Transaction described above, the principal amount and allunpaid interest, of this Note shall convert to Common Stock.  This Note, including the principal amount andall accrued and unpaid interest hereunder, may otherwise be prepaid in whole orin part at any time at the option of Axcess, without premium or penalty.

 

Paymentof the principal amount of this Note and any accrued and unpaid interesthereunder shall be made in such coin or currency of the United States ofAmerica as at the time of payment shall be legal tender for the payment ofpublic and private debts.  Any suchpayment shall be paid by wire transfer of federal funds in accordance with thewritten instructions of Investor or, in the absence of current writteninstructions, by check mailed to Investor at the address last given to Axcessby Investor in writing for such purpose.

 

ThisNote is not assignable except by operation of law; provided, however,that Investor may assign all or part of the Note to its stockholders inconnection with the partial or complete liquidation of Investor.

 

If theCompany fails to pay the principal amount of this Note when due, the entireunpaid principal of this Note shall forthwith become absolutely due and payablewithout any further notice, demand, protest or presentment whatsoever, all ofwhich are hereby expressly waived.  Allexpenses incurred by Investor for the collection of the note will be paid forby Axcess.

 

ThisNote shall be governed by and construed in accordance with the laws of theDelaware, without reference to its or any other jurisdiction’s rules as toconflicts of law.  Any judicialproceeding brought against Axcess to enforce, or otherwise in connection with,this Note shall be brought in any court of competent jurisdiction in Delaware,and, by acceptance of this Note, Investor (a) accepts, generally andunconditionally, the exclusive jurisdiction of such courts and any relatedappellate court and irrevocably agrees to be bound by any final judgmentrendered thereby in connection with this Note and (b) irrevocably waivesany objection it may now or hereafter have as to the venue of any suchproceeding brought in such a court or that such a court is an inconvenientforum.  The prevailing party shall beentitled to collect from the nonprevailing party all reasonable attorneys feesincurred in connection with any action to enforce the terms of this Note.

 

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Anyprovision of this Note may be amended or waived if, but only if, such amendmentor waiver is in writing, signed by Axcess and Investor.

 

INWITNESS WHEREOF, Axcess has caused this Note to be signed by its dulyauthorized officer and has caused its corporate seal to be affixed and attestedby its Secretary, as of the date first set forth above.

 
| [Corporate  Seal]                                               |             | AXCESS                           |
|-----------------------------------------------------------------|------------------|----------------------------------|
|          Attested: |             | INTERNATIONAL,  INC.             |
|                                                            |             |                             |
| By:                                                             | /s/  Allan Frank |                             | By: | /s/  Allan Frank |
|                                                            |             |                             |
| Name:  Allan Frank                                              |             | Name:  Allan Frank               |
| Title:  Vice President & CFO                                |             | Title:  Vice President & CFO |
|                                                                 |                  |                                  |  |  |

 

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