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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.
Convertible Note
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Up to
$3,000,000
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October ___, 2009
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Subject to the
terms and conditions of this Note, for good and valuable
consideration received, Axcess International, Inc.
(“Axcess”) hereby promises to pay to the order of the
(“Investor”) the principal amount of
Dollars ($___), plus simple interest, accrued on unpaid principal
from October ___, 2009, until paid, at the rate of Five percent
(5.00%) per annum (365-day year basis) payable on December 31,
2014 (the “ Maturity Date ”), in addition Axcess
will issue to Investor a warrant to purchase ___ common shares with
a strike price of $0.75 and expire December 31, 2014. If
Axcess completes an equity offering of any of its securities and
the aggregate proceeds to Axcess are at least $1,000,000
(“Transaction”), then the Note will automatically
convert to common shares at $0.50.
Upon the
occurrence of the Transaction described above, the principal amount
and all unpaid interest, of this Note shall convert to Common
Stock. This Note, including the principal amount and all accrued
an
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