CONVERTIBLE NOTE

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

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 accordance with the written instructions of Amphion or, in the absence of current written instructions, by check mailed to Amphion at