Exhibit
10.3


 


AGREEMENT TO AMEND DEMAND
NOTE


 


This Agreement to Amend Demand Note (this “Agreement”) is made
as of December      , 2003, by and between AXCESS
International, Inc., a Delaware corporation (the “AXCESS”), and Amphion Investment LLC, a
Delaware limited liability corporation (“Amphion”).


 


RECITALS


 


A.                                   AXCESS issued to Amphion on January 25, 2002
(the “Original Note”)
having a principal amount of Two Hundred Thousand Dollars ($200,000.00) and as
of November 30, 2003 had an outstanding balance of $350,000.00 and unpaid
interest of Forty Three Thousand Seven Hundred and Eighty-Seven Dollars
($43,787.00).


 


B.                                     AXCESS has proposed to restructure certain
outstanding debts and obligations with its creditors and debtors (the “Restructuring”).


 


C.                                     As part of and in order to facilitate the
Restructuring, AXCESS and Amphion desire to enter into this Agreement to (i)
amend the terms of the Original Note and (ii) set forth certain of the other
terms and conditions agreed upon in connection with the Restructuring.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing and
the mutual covenants contained herein, AXCESS and Amphion hereto agree as
follows:


 


1.                                       Amendment
of Demand Note.  AXCESS and Amphion
hereby agree to amend and restate the Original Note in substantially the form
attached hereto as Exhibit A (the “Amended Note”).  Upon execution of this Agreement, Amphion shall deliver to AXCESS
for immediate cancellation the Original Note and AXCESS shall deliver to
Amphion the executed and final Amended Note.


 


2.                                       Entire
Agreement.  This Agreement, together
with the Exhibits attached hereto, sets forth the entire agreement of the
parties hereto with respect to the subject matter hereof.


 


3.                                       Governing
Law.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware.


 


4.                                       Facsimile.  This Agreement may be executed by facsimile
and in any number of counterparts by the parties hereto all of which together
shall constitute one instrument.


 


 


[THE REMAINDER OF THIS PAGE IS
INTENTIOANLLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.


 


	
   

  	
   

  	
  AXCESS
  INTERNATIONAL, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALLAN L. FRANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Allan L. Frank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMPHION
  INVESTMENT LLC,

  a Delaware limited liability corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ROBERT J. BERTOLDI

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Bertoldi

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
						



 


2

















 


EXHIBIT
A


 


Amended and Restated
Purchase Note


 


3

















 


EXHIBIT
B


 


Warrant to Purchase
Common Stock


 


4

















 


EXHIBIT
C


 


Reassignment and Release
Agreement


 


5

















 


EXHIBIT
D


 


Letter Agreement


 


6