**EXHIBIT 10.4**

**Form of**

**BRIDGE FINANCINGAGREEMENT**

This BRIDGE FINANCING AGREEMENT (the “Agreement”) ismade as of this               day of July, 2002, by and among AXCESS Inc., a Delaware corporation (the“Company”), and                               ,(the “Investor”).

W I T N E S S E T H

WHEREAS, the Company desires to obtain bridgefinancing for general working capital purposes until such time as the Companyobtains permanent financing; and

WHEREAS, the Investor is willing to provide suchbridge financing pursuant to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing andthe mutual covenants and agreements hereinafter set forth, the parties heretoagree as follows:

## A.            Purchaseand Sale of Units.

### 1.             Units.The Company hereby issues and sells to the Investor(          ) units (“Units”),each Unit consisting of (i) a convertible promissory note (the “Note”) in anaggregate principal amount of one hundred thousand dollars ($100,000) and (ii)twenty five thousand (25,000) unregistered shares of common stock (the“Shares”) of the Company.  The Noteshall be delivered to the Investor in the form attached hereto as Exhibit Aand the Shares shall be issued to the Investor as soon as reasonablypracticable upon the execution of this Agreement.

### 2.             TheShares.  In addition to therestrictions on transferability set forth below, the Shares issued inconnection herewith cannot be resold by the holder hereof without registrationunder the Securities Act and compliance with the prospectus deliveryrequirements thereof, or the availability of an exemption therefrom.  The Shares shall be stamped or otherwiseimprinted with a legend substantially similar to that set forth in Section D.3below (in addition to any legend required under applicable state securitieslaws).  The Company will use reasonableefforts to register the Shares issued hereby within sixty (60) days of theexecution of this Agreement or as soon as practicable thereafter.  Notwithstanding the foregoing, the Investorhereby agrees that it will not sell more than one-third of the total number ofShares issued to Investor hereby in any given calendar month.

### 3.             PurchasePrice.  In consideration of theissuance and sale by the Company to the Investor of the(          ) Units, andsubject to the terms and conditions hereof, the Investor hereby pays to theCompany the aggregate purchase price of$               ($100,000 multiplied by the number of Unites purchased hereby) by wire transferin immediately available funds.

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## B.            ObligationsUpon Conversion and Exercise.  Inconnection with any conversion of the Note, the Investor will execute suchdocuments as are reasonably requested by the Company, including such documentsas may restrict the Investor’s voting rights and/or the Investor’s rights totransfer the Conversion Shares (as defined in the Note).

## C.            Representationsand Warranties of the Company.  TheCompany hereby represents and warrants to the Investor as follows:

### 1.             Organization,Standing Power.  The Company is a corporationduly organized, validly existing and in good standing under the laws of theState of Delaware.  The Company has allrequisite power and authority to own, lease and operate its properties andassets and to conduct its business as now being conducted and is duly qualifiedto do business in good standing in those foreign jurisdictions in which suchqualification is required except where the absence of any such qualificationcould not reasonably be expected to have a Material Adverse Effect (as definedbelow).

### 2.             Authority;Enforceability; No Conflict.  TheCompany has all requisite power and authority to enter into this Agreement andto issue the Note and Shares and to carry out its obligations hereunder andthereunder.  The execution, delivery andperformance of this Agreement and the issuance of the Note and the Shares bythe Company have been duly and validly authorized by all requisite proceedingson the part of the Company.  ThisAgreement and the Note when executed and delivered by the Company are valid andbinding obligations of the Company, enforceable against the Company inaccordance with their terms, except that (i) such enforcement may besubject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation,liquidation, conservatorship, receivership or other similar laws now orhereafter in effect relating to creditors’ rights generally and (ii) theremedy of specific performance and injunctive and other forms of equitablerelief may be subject to equitable defenses and to the discretion of the courtbefore which any proceeding therefor may be brought.  The execution and delivery of this Agreement and the Note by theCompany do not, and the consummation by the Company of the transactions contemplatedhereby and thereby will not, result in or constitute:  (i) a material default, breach or violation of or under anymaterial mortgage, deed of trust, indenture, note, bond, license, leaseagreement or other material instrument or obligation to which the Company is aparty or by which any of its respective properties or assets are bound,(ii) a material violation of any material statute, rule, regulation,order, judgment or decree of any court, public body or authority by which theCompany or any of its respective properties or assets are bound, (iii) anevent which (with notice or lapse of time or both) would permit any Person (asdefined below) to terminate, accelerate the performance required by, oraccelerate the maturity of any material indebtedness or obligation of theCompany under any agreement or commitment to which the Company is a party or bywhich the Company is bound or by which any of its properties or assets arebound, (iv) the creation or imposition of any material lien, charge orencumbrance on any property of the Company under any material agreement orcommitment to which the Company is a party or by which the Company is bound orby which any of its properties or assets are bound, or (v) an event whichwould require any material consent under any agreement to which the Company isa party or by which the Company is bound or by which any of its properties orassets are bound.

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### 3.             SecuritiesAct of 1933.  Based upon therepresentations made by the Investor in Section D of this Agreement:  (i) the Company has complied and willcomply with all applicable federal and state securities laws in connection withthe offer, issuance and sale of the Note and the Shares hereunder and(ii) neither the Company nor anyone acting on its behalf has or will sell,offer to sell or solicit offers to buy the Note and Shares or similarsecurities to, or solicit offers with respect thereto from, or enter into anypreliminary conversations or negotiations relating thereto with, any Person, soas to bring the issuance and sale of the Note and the Shares under theregistration provisions of the Securities Act (as defined below) and applicablestate securities laws.

## D.            Representationsand Warranties of the Investor.  TheInvestor hereby represents and warrants to the Company as follows:

### 1.             Organizationand Standing of the Investor.  Ifnot a natural person, the Investor is a corporation, partnership, limitedliability company or other entity duly organized, validly existing and in goodstanding under the laws of the jurisdiction of its organization.

### 2.             Authority;Enforceability; No Conflict.  If nota natural person, the Investor has all requisite corporate, partnership,limited liability company or other, as applicable, power and authority to enterinto this Agreement and to carry out its obligations hereunder.  The execution, delivery and performance ofthis Agreement to which it is a party have been duly and validly authorized byall requisite proceedings on the part of the Investor.  This Agreement to which it is a party whenexecuted and delivered by the Investor is a valid and binding obligation of theInvestor, enforceable against it in accordance with its terms, except that(i) such enforcement may be subject to bankruptcy, insolvency, reorganization,moratorium, rehabilitation, liquidation, conservatorship, receivership or othersimilar laws now or hereafter in effect relating to creditors’ rights generallyand (ii) the remedy of specific performance and injunctive and other formsof equitable relief may be subject to equitable defenses and to the discretionof the court before which any proceeding therefor may be brought.

### 3.             Acquisitionfor Investment.  The Investor is an“accredited investor” as defined in Regulation D under the Securities Act,and is acquiring the Note and Shares solely for its own account for the purposeof investment and not with a view to or for sale in connection with anydistribution thereof, and it has no present intention or plan to effect anydistribution of the Note or the Shares. The Investor acknowledges that (i) by reason of its (or itsmanagement’s) business and financial experience, it has such knowledge,sophistication and experience in business and financial matters as to becapable of evaluating the merits and risks of its investment in the Note andthe Shares, (ii) it was not formed for the specific purpose of purchasingthe Note or the Shares, (iii) it is able to bear the financial risks (includinga complete loss of the Note or the Share) associated with an investment in theNote and the Shares, (iv) it has been given full access to such records ofthe Company and to the officers of the Company as it has deemed necessary andappropriate to conducting its due diligence investigation and (v) buyingsecurities is a substantial portion of its business.  The Note and the Shares may bear a legend substantially similarto the following:

THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THECONVERSION HEREOF HAVE NOT BEEN 

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REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION.  THE OFFERING OF THISSECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF HAVE NOT BEENREVIEWED OR APPROVED BY ANY STATE’S SECURITIES ADMINISTRATOR.  THIS SECURITY AND THE SECURITIES RECEIVABLEUPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDUNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIESLAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO COUNSELFOR THE COMPANY STATING THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONSARE NOT REQUIRED UNDER ANY SUCH LAWS.

The Investor understands and acknowledges that theNote and the Shares may not be sold, transferred or otherwise disposed ofwithout registration under the Securities Act or an exemption therefrom andhereby agrees not to sell, transfer or otherwise dispose of any Note or Sharesother than pursuant to an effective registration statement under the SecuritiesAct or unless and until the Investor shall have furnished to the Company, atthe Investor’s expense, an opinion of counsel reasonably satisfactory to theCompany to the effect that such sale, transfer or disposition may be made withoutregistration under the Securities Act.

### 4.             Financing.  The Investor has sufficient funds toconsummate the transactions contemplated hereby.  The Investor will not be rendered insolvent by reason of itsinvestments in the Company nor will it be left with unreasonably small capitalfor purposes of operating its businesses.

### 5.             Accessto Information; Independent Advice. The Company has made available to the Investor all documents that theInvestor has requested relating to the Note and the Shares, has afforded theInvestor the opportunity to discuss this investment with and to ask questionsof the Company and has provided answers to the Investor’s questions concerningthe Company and the offering of the Note and the Shares.  In evaluating the suitability of thepurchase of the Note and the Shares, the Investor has not relied upon anyrepresentations or other information (whether oral or written), other than asset forth in this Agreement relating to the Company.  The Investor acknowledges that the Company is experiencing afinancial resource shortage and the Investor recognizes that an investment inthe Company involves certain risks and it has taken full cognizance of andunderstands the risk factors related to the purchase of the Note and theShares.  The Investor has consulted, tothe extent necessary, its own advisors with respect to the investment, tax,ERISA and other legal and financial aspects of an acquisition of the Note andthe Shares.

## E.             Definitions.  As used in this Agreement, the following termsshall have the following meanings:

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“Material Adverse Effect”shall mean any material adverse effect on the business, profits, properties orcondition of the Company and its subsidiaries, taken as a whole.

“Person” shall mean anindividual, corporation, partnership, limited liability company, joint venture,trust, university, or unincorporated organization, or a government or anyagency or political subdivision thereof.

“Securities Act” shallmean the Securities Act of 1933, as amended from time to time.

## F.             Miscellaneous.

### 1.             NoWaiver; Cumulative Remedies.  Nofailure or delay on the part of any party to this Agreement in exercising anyright, power or remedy hereunder shall operate as a waiver thereof; nor shallany single or partial exercise of any such right, power or remedy preclude anyother or further exercise thereof or the exercise of any other right, power orremedy hereunder.  The remedies hereinprovided are cumulative and not exclusive of any remedies provided by law.

### 2.             Amendments,Waivers and Consents.  Any provisionin this Agreement to the contrary notwithstanding, and except as hereinafterprovided, changes in, termination or amendments of or additions to thisAgreement may be made, and compliance with any covenant or provision set forthherein may be omitted or waived, if the Company shall obtain consent thereto inwriting from the holder of the then outstanding Note and Warrant.  Any waiver or consent may be given subjectto satisfaction of conditions stated therein and any waiver or consent shall beeffective only in the specific instance and for the specific purpose for whichgiven.

### 3.             Addressesfor Notices.  Any notice, demand,request, waiver or other communication under this Agreement shall be in writingand shall be deemed to have been duly given on the date of service ifpersonally served, the date sent if sent by facsimile, or the date on the thirdday after mailing via international courier if mailed to the party to whomnotice is to be given:

| To the Company:  |   | AXCESS Inc.                |
|------------------|--------|----------------------------|
|             |   | 3208 Commander Drive       |
|             |   | Carrollton, TX 75006       |
|             |   | Attn:  Allan  Frank   |
|             |   | Facsimile No. 972 407 9085 |
|             |   |                       |
| To the Investor: |   |                       |
|             |   |                       |
|             |   |                       |
|             |   |                       |
|             |   |                       |
| With a copy to:  |   |                       |
|             |   |                       |
|             |   |                       |
|             |   |                       |
|             |   |                       |

 

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### 4.             BindingEffect; Assignment.  This Agreementshall be binding upon and insure to the benefit of each of the Company and theInvestor and their respective heirs, successors and assigns, except that theCompany shall not have the right to delegate its obligations hereunder or toassign its rights hereunder or any interest herein without the prior writtenconsent of the Investor.

### 5.             GoverningLaw.  THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATEOF DELAWARE, AND WITHOUT GIVING EFFECT TO CHOICE OF LAW PROVISIONS.

### 6.             Headings.  Article, section and subsection headings inthis Agreement are included herein for convenience of reference only and shallnot constitute a part of this Agreement for any other purpose.

### 7.             Counterparts.  This Agreement may be executed in any numberof counterparts, all of which taken together shall constitute one and the sameinstrument, and any of the parties hereto may execute this Agreement by signingany such counterpart.

### 8.             Waiver.  Any agreement on the part of a party heretoto any such extension or waiver shall be valid only if set forth in aninstrument in writing signed by the party granting such waiver but such waiveror failure to insist upon strict compliance with such obligation, covenant,agreement or condition shall not operate as a waiver of, or estoppel withrespect to, any subsequent or future failure.

### 9.             SpecificEnforcement.  The Investor and theCompany acknowledge and agree that irreparable damage would occur in the eventthat any of the provisions of this Agreement were not performed in accordancewith their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to aninjunction or injunctions to prevent breaches of the provisions of thisAgreement and to enforce specifically the terms and provisions hereof in anycourt of the United States or any state thereof having jurisdiction, this beingin addition to any other remedy to which they may be entitled at law or equity.

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IN WITNESS WHEREOF, the parties hereto have causedthis Bridge Financing Agreement to be duly executed as of the date and yearfirst above written.

 
|   |   | AXCESS INC. |
|--------|--------|-------------|
|   |   |        |
|   |   | By:         |   |
|   |   |        |   |
|   |   |        | Name: |   |
|   |   |        |   |   |
|   |   |        | Title: |   |
|   |   |        |   |   |
|   |   |        |   |   |
|   |   | [INVESTOR]  |
|   |   |        |
|   |   | By:         |   |
|   |   |        |   |   |
|   |   |        | Name: |   |
|   |   |        |   |   |
|   |   |        | Title: |   |

 

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**EXHIBIT A**

**FORM OF CONVERTIBLEPROMISSORY NOTE**

THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THECONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION.  THE OFFERING OF THISSECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF HAVE NOT BEENREVIEWED OR APPROVED BY ANY STATE’S SECURITIES ADMINISTRATOR.  THIS SECURITY AND THE SECURITIES RECEIVABLEUPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERREDUNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIESLAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO COUNSELFOR THE COMPANY STATING THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONSARE NOT REQUIRED UNDER ANY SUCH LAWS.

THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THECONVERSION HEREOF ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH INSECTIONS 8 AND 9 HEREOF.

**AXCESS INC.**

**CONVERTIBLE PROMISSORY NOTE**
| $ |   |   | July          , 2002 |
|---|--------|--------|--------------------------------------------------------------|

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**AXCESSInc**., a Delawarecorporation****(the “Company”), for value received, hereby promises to payon July        , 2005 (the “Maturity Date”)to the order of                              (hereinafter referred to as “Payee”), the aggregate principal amount of$                                ,  (or such lesser amount if any of theprincipal amount has been converted by Payee or prepaid by the Company pursuantto the terms of this Note) together with interest on the unpaid principalbalance hereof at an annual interest rate equal to seven percent (7%)compounded annually. This Convertible Promissory Note (the “Note”) is issued bythe Company pursuant to the Bridge Financing Agreement dated as of July     , 2002, by and between the Company and the Payee(the “Bridge Financing Agreement”).  Allcapitalized terms not otherwise defined herein have the meaning ascribedthereto in the Purchase Agreement.

###### 1.             Definitions.

“Affiliate” shall mean,with respect to any party, any Person directly or indirectly controlling,controlled by, or under common control with such party, and any officer,director or executive employee of such party.

“Conversion Price” shallinitially be sixty-five percent (65%) of the average closing price of a shareof the Company’s common stock for the twenty (20) trading days preceding thegiven

 

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anniversary date,provided that the maximum conversion price shall be $4.00 per share and theminimum conversion price shall be $1.00 per share, and the Conversion Priceshall be subject to adjustment from time to time to reflect any reorganization,recapitalization, reclassification, stock dividend, stock split, reverse stocksplit or other similar change in the Company’s shares of common stock.

“Conversion Shares” is asdefined in Section 3.

“Note” shall mean thisConvertible Promissory Note or any note or notes issued in renewal,restatement, extension, modification or replacement hereof including, withoutlimitation, any note issued pursuant to Section 6.

“Person” means anyindividual, corporation, partnership, limited liability company, joint venture,trust, university, or unincorporated organization, or a government or anyagency or political subdivision thereof.

“Securities Act” shallmean the Securities Act of 1933, as amended, or any replacement thereof.

###### 2.             Optional Conversion of the Note.   At each of July     , 2003; July      ,2004; and July      , 2005 (each a “Conversion Date”),Payee may elect to convert one-third of the principal amount of the Note (plusaccrued interest thereon) into shares of the Company’s common stock at theConversion Price; provided that the Company has not, on or prior to each suchConversion Date retired one-third of the principal amount of the Note.

###### 3.             ConversionMechanics.  If Payee elects toconvert one-third of the principal amount of the Note pursuant to Section 2 (a“Conversion Event”), then Payee shall provide written notice, and surrender theNote to the Company at the office of the Company.  Upon such Conversion Event, the Company shall, as soon aspracticable thereafter, deliver to Payee or to the nominee for Payee at itsaddress provided by the Payee a certificate or certificates representing theshares of common stock of the Company into which the Note is convertible (the“Conversion Shares”) in the amount described herein and shall issue to Investoran amended version of this Note in which the principal amount of the Note shallbe reduced to reflect the amount converted by the Investor.  Such conversion will be deemed effected asof the effective time of the applicable Conversion Event, and Payee will bedeemed to be the holder of the Conversion Shares as of such effectivetime.  In connection with the conversionof part of this Note, the Payee will execute such documents as are reasonablyrequested by the Company, including such documents as may restrict the holder’svoting rights and/or the holder’s rights to transfer the Conversion Shares.

###### 4.             Payments.  Payments of principal on this Note shall bemade by check, or, if instructed by Payee in writing, directly by wire transferto a bank designated by Payee without any presentment or notation ofpayment.  If any payment on this Noteshall become due on a Saturday, Sunday or a bank or legal holiday under thelaws of the State of New York, such payment shall be made on the next succeedingbusiness day.

###### 5.             Prepayment.  Subject to the Payee’s prior right toexchange this Note in accordance with the terms of this Note, this Note may beprepaid, in whole or in part, by the

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###### Company, without premium or penalty, at any time.  Notice of any prepayment (a “PrepaymentNotice”) must be delivered to the Payee at least twenty (20) days before theprepayment date.  If this Note isprepaid, any such prepayment amount shall be applied first to all accrued andunpaid interest and the remainder to the outstanding principal amount of thisNote.  If the Company prepays less thanall the amounts outstanding under this Note, the Company shall deliver to thePayee a replacement note of like tenor representing the remaining unpaidprincipal amount of this Note.  From andafter the date of any prepayment, interest shall cease to accrue on the portionof the principal amount of this Note so prepaid.

###### 6.             Replacementof Note.  Upon receipt of evidencesatisfactory to the Company of the loss, theft, destruction or mutilation ofthis Note and, if requested in the case of any such loss, theft or destruction,upon delivery of an indemnity bond or other agreement or security satisfactoryto the Company or, in the case of any such mutilation, upon surrender andcancellation of this Note, the Company will issue a new Note of like tenor andamount, in replacement of such lost, stolen, destroyed or mutilated Note.

###### 7.             GoverningLaw.  This Note will be governed byand construed in accordance with the domestic laws of the State of Delawarewithout giving effect to any choice of law or conflict of law principles.  The Company and Payee agree that if acontroversy or claim between them arises out of or in relation to this Note andresults in litigation, the courts of United States of America located in theState of Delaware shall have jurisdiction to hear and decide such matter, andthe Company and Payee hereby submit to the jurisdiction of such courts.

###### 8.             Restrictionson Transferability of Securities on Compliance with the Act.  In addition to the restrictions ontransferability set forth in Section 9, this Note cannot be publicly resold bythe holder hereof without registration under the Securities Act and compliancewith the prospectus delivery requirements thereof, or the availability of anexemption therefrom.  This Note shall bestamped or otherwise imprinted with the legend set forth on the first page ofthis Note (in addition to any legend required under applicable state securitieslaws).

###### 9.             Assignment.  In addition to the transfer restrictions setforth in Section 8, this Note may not be assigned by Payee without the priorwritten consent of the Company.

###### 10.           EntireAgreement.  This Note, the BridgeFinancing Agreement and the other writings referred to herein and thereincontain the entire agreement among the Company and Payee with respect to thetransactions contemplated hereby and supersede all prior agreements orunderstandings, written or oral, between the Company and Payee.

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###### 11.           Notein Registered Form.  This Note isissued in registered form as to both principal and interest pursuant to§5f.103-1 of Title 26 of the Code of Federal Regulations (the “Regulations”)and shall be initially registered on the books of the Company in the name ofPayee.  All interest and principalpayable hereunder shall be paid only to persons or entities in whose name thisNote is registered at the time of payment. Transfers of this Note and rights to payment of principal and interestwill be effected only upon surrender of the Note to the Company and either there-issuance by the Company of this Note to such new holder or the issuance bythe Company of a new note to such new holder having the same terms andconditions as this Note.  In order forany transfers of the Note to be effective, the change of registered ownershipmust be properly recorded on the Company’s books and records.  The Payee shall not have the right toconvert this Note to bearer form.

|   | **AXCESS  INC.** |
|--------|------------------|
|   |             |
|   |             |
|   |             |
|   | By:              |   |
|   |             | Name: |
|   |             | Title: |

 

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