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                                                                   EXHIBIT 10.39

                                   DEMAND NOTE
$200,000                                                As of November 14, 2001

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 Two Hundred
Thousand Dollars ($200,000.00) plus 4.5% 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