EXHIBIT
10.20


 


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                                               
(“Investor”) the principal amount of                                                
Dollars and         Cents (***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 December 31, 2014 (the “Maturity Date”),
in addition Axcess will issue to Investor a warrant to purchase                                                          
(***xxx,xxx***) 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.


 


	
  [Corporate
  Seal]

  	
   

  	
  AXCESS
  

  
	
           Attested:

  	
   

  	
  INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Allan Frank

  	
   

  	
  By:
  

  	
  /s/
  Allan Frank

  
	
   

  	
   

  	
   

  
	
  Name:
  Allan Frank

  	
   

  	
  Name:
  Allan Frank

  
	
  Title:
  Vice President & CFO

  	
   

  	
  Title:
  Vice President & CFO