Exhibit
10.2


 


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 and Restated
Purchase Note


 




	
  $4,000,000

  	
   

  	
  December 12, 2003

  






 


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


 


Pursuant to the
terms of that certain Asset Purchase Agreement dated July 15, 1999, by and
among AXCESS International, Inc., formerly AXCESS Inc., a Delaware corporation
having its principal
place of business in Dallas,
Texas (the “Company”),
Prism Video, Inc., a Delaware
corporation, and BIL Far East Holdings Limited (the “Asset Purchase
Agreement”), the Company issued PV Proceeds Holdings, Inc.,
formerly Prism Video, Inc. (the “Holder”), that certain Purchase Note dated
July 28, 1999 having a principal amount of $4,000,000 (the “Original Note”).


 


In connection with
the restructuring of certain of the Company’s debts and obligations, and as
provided in and pursuant to the terms set forth in that certain Agreement to
Amend Purchase Note and Payment Terms made as of the date hereof, the Company
and the Holder have agreed to amend the terms of the Original Note as set forth
herein.


 


Subject to the
terms and conditions of this Amended and Restated Purchase Note, for good and
valuable consideration received, the Company hereby promises to pay to the
order of the Holder the principal amount of Four Million Dollars
($4,000,000.00), plus simple interest, accrued on unpaid principal from
January 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.            The Company sells substantially all of its assets or its business and the
aggregate sale proceeds to the Company are sufficient to
pay all of the Company’s creditors in
full, including the Holder, following the consummation of any such transaction;


 


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


 


C.            The Company has on deposit cash (or cash
equivalents) in the aggregate amount of at least $10,000,000
and the Company is otherwise in
compliance with all


 


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applicable Nasdaq listing requirements and will remain in compliance
with all applicable Nasdaq 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 the Company, 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 the Holder or,
in the absence of current written instructions, by check mailed
to the Holder at the address last given to the Company by the Holder in writing for such purpose. The
principal amount of this Note shall be reduced by the amount of any payments
made on such principal amount at the time such payments are made.  Any interest which accrues at any time on
the then-outstanding principal amount of this Note shall remain outstanding
until paid in full by the Company.


 


Except as otherwise expressly provided herein, the Company 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 the Holder may assign all or part of the Note to its stockholders in connection with the partial or complete liquidation of the Holder.


 


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 the Holder 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 the
Company 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, the Holder (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.


 


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Any provision of this Note may be amended or waived if, but only if, such amendment or waiver is in writing, signed by the Company and the
Holder.


 


IN WITNESS WHEREOF, the Company 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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