EXHIBIT 10.1THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANYAPPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR LAWS ORPURSUANT TO AN EXEMPTION THEREFROM.AXCESS INTERNATIONAL, INC.Convertible Note$500,000 October 17, 2005Subject to the terms and conditions of this Note, for good and valuable considerationreceived, Axcess International, Inc. (“Axcess”) hereby promises to pay to the order of the AmphionInnovations US LLC (“Amphion”) the principal amount of Five Hundred Thousand Dollars ($500,000.00),plus simple interest, accrued on unpaid principal from October 17, 2005, until paid, at the rate ofFive percent (5.00%) per annum (365-day year basis) payable on October 17, 2006 (the “***MaturityDate***”), unless AXCESS completes an offering of any of its securities and the aggregate proceeds toAXCESS are at least $1,500,000 (“Transaction”) prior to December 1, 2005.Upon the occurrence of the Transaction described above, the principal amount and all unpaidinterest, of this Note shall convert on similar terms to the Transaction. This Note, including theprincipal amount and all accrued and unpaid interest hereunder, may otherwise be prepaid in wholeor 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 bemade in such coin or currency of the United States of America as at the time of payment shall belegal tender for the payment of public and private debts. Any such payment shall be paid by wiretransfer of federal funds in accordance with the written instructions of Amphion or, in the absenceof current written instructions, by check mailed to Amphion at the address last given to AXCESS byAmphion in writing for such purpose.As security for its obligation, Axcess hereby pledges their Video Patent Portfolio (as listed inExhibit A). Amphion will hold a secured interest in the portfolio until the note is repaid or isconverted as part of a Transaction. Axcess further agrees to undertake the expense and obligationto perfect Amphion’s secured interest including the filing of UCC filings if requested by Amphion.Amphion further agrees to allow the Video Patent Portfolio to be sold and their Note and any unpaidinterest will be repaid within fifteen days (15) of the completion of the sale of the Portfolio orconverted the principal and interest on terms similar to the current proposed transaction at theoption of Amphion.Except as otherwise expressly provided herein, AXCESS hereby waives presentment for payment, demandfor payment, notice of nonpayment, protest and notice of protest.This Note is not assignable except by operation of law; provided, however, thatAmphion may assign all or part of the Note to its stockholders in connection with the partial orcomplete liquidation of Amphion.If the Company fails to pay the principal amount of this Note when due, and such due but unpaidamount remains unpaid for five (5) business days after Amphion makes written demand
 

 
therefore, the entire unpaid principal of this Note shall forthwith become absolutely due andpayable without any further notice, demand, protest or presentment whatsoever, all of which arehereby expressly waived. All expenses incurred by Amphion for the collection of the note will bepaid for by Axcess.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 judicialproceeding brought against AXCESS to enforce, or otherwise in connection with, this Note shall bebrought 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 andany related appellate court and irrevocably agrees to be bound by any final judgment renderedthereby in connection with this Note and (b) irrevocably waives any objection it may now orhereafter have as to the venue of any such proceeding brought in such a court or that such a courtis an inconvenient forum. The prevailing party shall be entitled to collect from the nonprevailingparty all reasonable attorneys fees incurred in connection with any action to enforce the terms ofthis Note.Any provision of this Note may be amended or waived if, but only if, such amendment or waiver is inwriting, signed by AXCESS and Amphion.IN WITNESS WHEREOF, AXCESS has caused this Note to be signed by its duly authorized officer and hascaused its corporate seal to be affixed and attested by its Secretary, as of the date first setforth above.         [Corporate Seal] Attested: AXCESS INTERNATIONAL, INC.           By:   By: /S/ Allan Griebenow                    Name:   Name: Allan Griebenow                    Title:   Title: CEO and President           
 

 
**EXHIBIT A****VIDEO PATENT PORTFOLIO**         **Patent or**      **Application No.** **Count** **Filing Date** **Title and Inventor(s)**US4816901  1  April 27, 1988 Method and systemfor compressingcolor video data         US4843466  2  April 27, 1988 Method and systemfor decompressingcolor video slopeencoded data         US4849677  3  March 29, 1988 Temperature