exv10w1







	 	 	 	 	 



Exhibit 10.1




FORM OF CONVERTIBLE NOTE



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR LAWS OR PURSUANT TO AN
EXEMPTION THEREFROM.




AXCESS INTERNATIONAL, INC.

Convertible Note




			
	 	 	 
	Up to $3,000,000
	 	October ___, 2009





Subject to the terms and conditions of this Note, for good and valuable consideration received,
Axcess International, Inc. (“Axcess”) hereby promises to pay to the order of the                                         
                     (“Investor”) the principal amount of                                          Dollars
($___), plus simple interest, accrued on unpaid principal from October ___, 2009, 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 ___
common shares with a strike price of $0.75 and expire December 31, 2014. If Axcess completes an
equity offering of any of its securities and the aggregate proceeds to Axcess are at least
$1,000,000 (“Transaction”), then the Note will automatically convert to common shares at $0.50.



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



Payment of the principal amount of this Note and any accrued and unpaid interest hereunder shall be
made in such coin or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts. Any such payment shall be paid by wire
transfer of federal funds in accordance with the written instructions of Investor or, in the
absence of current written instructions, by check mailed to Investor at the address last given to
Axcess by Investor in writing for such purpose.



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



If the Company fails to pay the principal amount of this Note when due, the entire unpaid principal
of this Note shall forthwith become absolutely due and payable without any further notice, demand,
protest or presentment whatsoever, all of which are hereby expressly waived. All expenses incurred
by Investor for the collection of the note will be paid for by Axcess.



This Note shall be governed by and construed in accordance with the laws of the Delaware, without
reference to its or any other jurisdiction’s rules as to conflicts of law. Any judicial proceeding
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 and unconditionally, the exclusive jurisdiction of such courts and any related
appellate court and irrevocably agrees to be bound by any final judgment rendered thereby in
connection with this Note and (b) irrevocably waives any objection it may now or hereafter have as
to the venue of any such proceeding brought in such a court or that such a court is an inconvenient
forum. The prevailing party shall be entitled to collect from the nonprevailing party all
reasonable attorneys fees incurred in connection with any action to enforce the terms of this Note.



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



IN WITNESS WHEREOF, Axcess has caused this Note to be signed by its duly authorized officer and has
caused its corporate seal to be affixed and attested by its Secretary, as of the date first set
forth above.