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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.
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$140,000
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November 9,
2006
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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 plc (“Amphion”) the principal
amount of One Hundred and Forty Thousand Dollars ($140,000.00),
plus simple interest, accrued on unpaid principal from
November 9, 2006, until paid, at the rate of Ten percent
(10.00%) per annum (365-day year basis) payable on
December 31, 2006 (the “ Maturity Date ”),
unless AXCESS completes an offering of any of its securities and
the aggregate proceeds to AXCESS are at least $700,000
(“Transaction”) prior to December 1,
2006.
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 accordanc
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