Exhibit 10.17





EXHIBIT 10.17




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.

Form of Convertible Note




			
	 	 	 
	$xxx,xxx
	 	                    
 _____, 200_     






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 Amphion Innovations plc (“Amphion”) the principal
amount of                      Dollars ($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
                    
 _____, 200__ (the “Maturity Date”). If Axcess completes an offering
of any of its securities and the aggregate proceeds to Axcess are at least
$1,000,000 (“Transaction”) prior to                     
 _____, 200_, then Amphion
will have the option to convert this note on the same terms as the completed
offering.



Upon the occurrence of the Transaction described above, the principal amount and
all unpaid interest, of this Note shall convert on similar terms to the
Transaction. 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 Amphion or, in the absence of
current written instructions, by check mailed to Amphion at the address last
given to Axcess by Amphion in writing for such purpose.



Except as otherwise expressly provided herein, Axcess hereby waives presentment
for payment, demand for payment, notice of nonpayment, protest and notice of
protest.



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



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 Amphion for
the collection of the note will be paid for by Axcess.



If the loan is not repaid or converted prior to or on                     
 _____, 200___ then
Axcess shall issue to Amphion a warrant to purchase Axcess Common Shares at the
closing price on                     
 _____, 200_, equivalent to ten percent (10%) of the
outstanding amount (i.e. amount outstanding divided by closing stock price on
the 31st times 10%). If the amount is not repaid or converted prior
to                     
 _____, 200___ then Axcess will issue another warrant equal to an
additional 10% and that will continue every thirty (30) days until Axcess has
issued five warrants.


 


 









 





This Note shall be governed by and construed in accordance with the laws of the
State of New York, 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 New York, and, by acceptance of this Note, Amphion
(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 Amphion.



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.



	 	 	 	 	 
	[Corporate Seal]

	 	AXCESS INTERNATIONAL, INC.	 	 
	     Attested:
	 	 	 	 
	 
	 	 	 	 
	By: /s/ Allan Frank
 



	 	By: /s/ Allan Frank
 


	 	 
	Name: Allan Frank

	 	Name: Allan Frank
	 	 
	Title: Vice President & CFO

	 	Title: Vice President & CFO