Exhibit
10.4


 


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.


 


Amended Demand Note


 




	
  $393,787

  	
   

  	
  November 30, 2003

  






 


The following
recitals are true and constitutes the basis for this Amended and Restated
Demand Note:


 


Pursuant to the
terms of that certain Demand Note dated January 25, 2002, by and among AXCESS
International, Inc., formerly AXCESS Inc., a Delaware corporation having its principal place of business in Dallas, Texas (the “AXCESS”) and Amphion
Investments LLC, a Delaware
limited liability corporation (the “Amphion”).


 


Subject to the
terms and conditions of this Amended and Restated Demand Note, for good and
valuable consideration received, AXCESS hereby promises to pay to the order of
the Amphion the principal amount of Three Hundred and Ninety-Three Thousand
Seven Hundred and Eighty-Seven Dollars ($393,787.00), plus simple interest,
accrued on unpaid principal from December 1, 2003, until paid, at the rate
of five percent (5%) per annum (365-day year basis) payable on
December 31, 2007 (the “Maturity Date”), unless one of the following events
shall occur prior to the Maturity Date:


 


A.                                   AXCESS sells substantially all of its assets or its business and the aggregate sale proceeds to AXCESS are sufficient to pay all of AXCESS’s creditors in full, including Amphion, following the
consummation of any such transaction;


 


B.                                     AXCESS completes an offering of
any of its securities or receives any
loan and the net aggregate proceeds to AXCESS are at least $10,000,000; or


 


C.                                     AXCESS has on deposit cash (or cash equivalents) in the aggregate amount of at least $10,000,000 and AXCESS is otherwise in compliance with all applicable Security Exchange listing
requirements and will remain in compliance with all applicable Security
Exchange listing requirements after paying this Note in full prior to the Maturity
Date.


 


Upon the occurrence of any of the events described in
A-C above, the principal amount of this Note shall become immediately due and
payable within ten (10) business days following the consummation of any one of those
events.  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.


 


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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, and such due but unpaid amount remains unpaid for five
(5) business days after Amphion makes written demand therefor, 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.


 


This Note shall be governed by and construed in accordance with the laws of the State of
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, 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.


 


 


[THE REMAINDER OF THIS PAGE IS
INTENTIOANLLY LEFT BLANK]


 


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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]

  	
  Attested:

  	
  AXCESS INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ALLAN L.
  FRANK

  	
   

  	
  By:

  	
  /s/ ALLAN
  GRIEBENOW

  	
   

  
	
  Name:

  	
  Allan L. Frank 

  	
   

  	
  Name:

  	
  Allan Griebenow

  	
   

  
	
  Title:

  	
  Chief Financial
  Officer and Secretary

  	
   

  	
  Title:

  	
  President &
  CEO

  	
   

  
							



 


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