exv10w1



 








EXHIBIT 10.1



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.




Convertible Note




			
	$500,000
	 	October 17, 2005





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 Amphion
Innovations US LLC (“Amphion”) the principal amount of Five Hundred Thousand Dollars ($500,000.00),
plus simple interest, accrued on unpaid principal from October 17, 2005, until paid, at the rate of
Five percent (5.00%) per annum (365-day year basis) payable on October 17, 2006 (the “Maturity
Date”), unless AXCESS completes an offering of any of its securities and the aggregate proceeds to
AXCESS are at least $1,500,000 (“Transaction”) prior to December 1, 2005.



Upon the occurrence of the Transaction described above, the principal amount and all unpaid
interest, of this Note shall convert on similar terms to the Transaction. 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 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.



As security for its obligation, Axcess hereby pledges their Video Patent Portfolio (as listed in
Exhibit A). Amphion will hold a secured interest in the portfolio until the note is repaid or is
converted as part of a Transaction. Axcess further agrees to undertake the expense and obligation
to perfect Amphion’s secured interest including the filing of UCC filings if requested by Amphion.
Amphion further agrees to allow the Video Patent Portfolio to be sold and their Note and any unpaid
interest will be repaid within fifteen days (15) of the completion of the sale of the Portfolio or
converted the principal and interest on terms similar to the current proposed transaction at the
option of Amphion.



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




 









 







therefore, 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 Amphion 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 State of New York,
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 New York, 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.



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:

	 	 	 	By:
	 	/S/ Allan Griebenow	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:
	 	Allan Griebenow	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:
	 	CEO and President	 	 
	 

	 	 
	 	 	 	 	 	 





 









 






EXHIBIT A




VIDEO PATENT PORTFOLIO




	 	 	 	 	 	 	 	 	 
	Patent or	 	 	 	 	 	 
	Application No.	 	Count	 	Filing Date	 	Title and Inventor(s)
	US4816901

	 	 	1	 	 	April 27, 1988
	 	Method and system
for compressing
color video data
	 
	 	 	 	 	 	 	 	 
	US4843466

	 	 	2	 	 	April 27, 1988
	 	Method and system
for decompressing
color video slope
encoded data
	 
	 	 	 	 	 	 	 	 
	US4849677

	 	 	3	 	 	March 29, 1988
	 	Temperature

monitoring for a DC

shunt-wound motor
	 
	 	 	 	 	 	 	 	 
	US4849807

	 	 	4	 	 	April 27, 1988
	 	Method and system
for compressing
color video feature
encoded data
	 
	 	 	 	 	 	 	 	 
	US4857993

	 	 	5	 	 	April 27, 1988
	 	Method and system
for decompressing
digital color video
statistically
encoded data
	 
	 	 	 	 	 	 	 	 
	US5140412

	 	 	6	 	 	November 9, 1990
	 	Method for color
encoding and
pixelization for
image reconstruction
	 
	 	 	 	 	 	 	 	 
	US5838266

	 	 	7	 	 	December 12, 1990
	 	Data processing
apparatus and method
using data
compression
	 
	 	 	 	 	 	 	 	 
	US4914508

	 	 	8	 	 	April 27, 1988
	 	Method and system
for compressing and
statistically
encoding color video
data
	 
	 	 	 	 	 	 	 	 
	US6005638

	 	 	9	 	 	March 4, 1996
	 	Frame averaging for

use in processing

video data
	 
	 	 	 	 	 	 	 	 
	US6034603

	 	 	10	 	 	January 24, 1997
	 	Radio tag system and
method with improved
tag interference
avoidance.
	 
	 	 	 	 	 	 	 	 
	US6570487

	 	 	11	 	 	April 22, 1999
	 	Distributed tag
reader system and
method
	 
	 	 	 	 	 	 	 	 
	US6061475

	 	 	12	 	 	March 20, 1998
	 	Video compression
apparatus and method
	 
	 	 	 	 	 	 	 	 
	US6294953

	 	 	13	 	 	February 26, 1999
	 	High sensitivity
demodulator for a
radio tag and
method.