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EXHIBIT 99.33
AMPHION VENTURES L.P.
FORM OF PROMISSORY NOTE
$_____________________ _________________, 1998
AMPHION VENTURES L.P., a New York limited partnership having its
principal place of business in New York, New York ("Amphion Ventures"), for
value received, hereby promises to pay to the order of AXCESS Inc., its legal
successors and permitted assigns (the "Holder"), on ________________________
(the "Final Maturity Date"), the unpaid principal amount of
_______________________________________ UNITED STATES DOLLARS (U.S.
$__________________), 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 __________, 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 Note.
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 Amphion Ventures 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 Amphion Ventures, without premium or penalty, upon not less than two business
days' prior written notice to the Holder.
Except as otherwise expressly provided herein, the Amphion Ventures
hereby waives presentment for payment, demand for payment, notice of nonpayment,
protest and notice of protest.
This Note shall be binding upon Amphion Ventures and its successors and
assigns and shall inure to the benefit of the Holder, its legal successors and
its permitted assigns.
If Amphion Ventures fails to pay any amount of principal or interest
when due, and such due but unpaid amount remains unpaid for five business days
after the Holder makes written demand therefor, the entire unpaid principal of
and accrued interest on 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.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, without reference to its rules as to conflicts of
law. Any judicial proceeding brought against Amphion Ventures to enforce, or
otherwise in connection with, this Note shall be brought in any court of
competent jurisdiction in the City of New York, and, by acceptance of this Note,
the Holder (i) 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
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and (ii) 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.
IN WITNESS WHEREOF, Amphion Ventures 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 general partner, as of the date first set forth above.
[Corporate Seal] Attested: AMPHION VENTURES L.P.
By: Amphion Partners L.L.C., General Partner
By:
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Xxxxxxx X.X. Xxxxxx, a Managing Member
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