**EXHIBIT 10.1**

 

**DEMAND NOTE**

 
| $200,000 | As of January 25, 2002 |
|----------|------------------------|

 

For value received, theundersigned Axcess Inc. (the “Maker”) promises to pay **ON DEMAND**, in immediatelyavailable funds, to the order of Amphion Investments LLC (hereinafter referredto as the “Payee”), at the office of Payee located at 350 Madison Avenue New York, New York 10017, theprincipal sum of Two Hundred Thousand Dollars ($200,000.00) plus 6.75% interestplus such additional amounts (including interest) as may be shown on a Scheduleof Advances annexed hereto and acknowledges in writing by the maker(“Principal”).

 

Notwithstanding anything to thecontrary set forth herein, the entire unpaid Principal is subject to mandatoryprepayment in the event of any liquidation, dissolution or winding up of theMaker.  The consolidation or merger ofthe 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 orentities, or the sale, lease, exchange or other transfer by the Maker of all orsubstantially all of its assets, or dissolution without reconstitution of theMaker 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 proceedingunder the United States Bankruptcy Code or any insolvency laws by or againstthe Maker, shall be deemed to be a liquidation, dissolution or winding up ofthe Maker within the meaning of the provisions of this paragraph.

 

This Note may be prepaid inwhole or in part at any time without premium or penalty.

 

The Principal outstanding underthis Note may convert at any time, at the election of the Payee, intosecurities of the Maker.

 

Every maker, endorser andguarantor hereof or of the indebtedness evidenced hereby (a) waives notice ofand consents to any and all advances, settlements, compromises, favors andindulgences (including, without limitation, any extension or postponement ofthe time for payment), and any and all additions, substitutions and releases ofany person primarily or secondarily liable, (b) waives presentment, demand,notice, protest and all other demands, notices and suretyship defensesgenerally, in connection with the delivery, acceptance, performance, default orenforcement of or under this Note, and (c) agrees to pay, to the extentpermitted by law, all costs and expenses, including, without limitation,reasonable attorneys’ fees, incurred or paid by the Payee in enforcing thisNote and any collateral or security therefor on default, whether or notlitigation is commenced.

 

No delay or omission of thePayee in exercising any right or remedy hereunder shall constitute a waiver ofany such right or remedy.  Acceptance bythe Payee of any payment after the acceleration shall not be deemed a waiver ofsuch acceleration. A waiver on one occasion shall not operate as a bar to orwaiver of any such right or remedy on any future occasion on any futureoccasion.

 

The Maker represents that thisNote has been duly executed and delivered and constitutes a legal, valid andbinding obligation of the Maker, enforceable against the Maker in accordancewith its terms.  The execution, deliveryand 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 anyindenture, agreement, or other contractual restriction, or instrument to whichthe Maker is a party, or all such violations, conflicts, breaches, or defaultshave been duly waived.

 

This Note shall take effect asan instrument under seal and shall be governed and construed in accordance withthe laws of the New York.

 
|   | AXCESS INC. |
|--------|-------------|
|   |        |   |
|   | By:         | /s/ ALLAN  GRIEBENOW |   |
|   |        | Allan  Griebenow, Chief Executive Officer |

 

----

 

**SCHEDULE OF ADVANCES**

 

This Schedule supplements the Note dated January 25, 2002 by andbetween AXCESS INC. as Maker and Amphion Investments LLC  as Payee. The Maker hereby acknowledges receipt of the advances in the amount andon 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** |                                      |
|----------------------|--------|------------------------|---------|----------------|--------|--------------------------|-------------------------------------------|
|                 |   |                   |    |           |   |                     |                                      |
| 1/30/02              |   | $                      | 150,000 |           | 6.75   | %                        | By:                                       | /s/ ALLAN  GRIEBENOW |   |
|                 |   |                   |    |           |   |                     | Allan  Griebenow, Chief Executive Officer |   |
|                      |        |                        |         |                |        |                          |                                           |  |  |

 

2

----