$1,470,000.00 April 1998
AXCESS INC., a Delaware corporation having its principal place of business in Carrollton, Texas (the
"Company"), for value received, hereby promises to pay to the order of Amphion Ventures L.P., its legal
successors and permitted assigns (the "Holder"), on April 30, 2000 (the "Final Maturity Date"), the unpaid
principal amount of ONE MILLION FOUR HUNDRED SEVENTY THOUSAND UNITED STATES
DOLLARS (U.S. $1,470,000.00), together with interest thereon from the date hereof, at the rate of ten percent
(10.00%) per annum, calculated on the basis of the number of days elapsed over a 360-day year of twelve 30-
day months (the "Interest Rate"). Interest shall be payable quarterly in arrears, in cash, on each January 1, April
1, July 1 and October 1 during the term of this Note, commencing July 1, 1998. Each payment received by the
Holder hereunder shall be applied first to the interest accrued on and then to the unpaid principal amount of this
Payment of principal and 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. All such
payments 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.
This Note may be prepaid in whole or in part at any time at the option of the Company, without premium or
penalty, upon not less than two business days' prior written notice to the Holder.
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 shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the
Holder, its legal successors