Promissory Note

Exhibit 10.8 ACTIVCARD, INC. PROMISSORY NOTE This Note contains an acceleration clause Date: October 22, 2001 Principal Amount: $ 2,700,000.00 FOR VALUE RECEIVED, Yves Audebert (collectively referred to as " Borrower") promises to pay to ActivCard, Inc., a California corporation (the " Company"), or the holder hereof, at the offices of the Company at 6623 Dumbarton Circle, Fremont, California, 94555 or at such other place as the Company or such holder may designate in writing, the Principal Amount shown above, together with unpaid and accrued interest, pursuant to the terms and provisions of this Promissory Note made and entered into as of the date set forth above (the " Promissory Note"). 1. Interest. Simple interest shall accrue during the term of this Promissory Note at the rate of 3.5% per annum compounded annually. This rate represents the rate of interest that the Company would have earned if otherwise invested in money market funds at the time of the loan. 2. Term. All unpaid principal plus accrued interest shall be payable on the first to occur of the following: (a) October 21, 2002; or (b) the commission of any act of bankruptcy by Borrower, the execution by Borrower of a general assignment for the benefit of creditors, the filing by or against Borrower of any petition in bankruptcy or any petition for relief under the provisions of the Federal Bankruptcy Act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of 20 days or more, the appointment of a receiver or trustee to take possession of any property ...