**EXHIBIT 99.2**

 

**AXCESS INTERNATIONAL, INC.**

**NOMINATINGAND GOVERNANCE COMMITTEE CHARTER**

 

**Purpose**

 

TheNominating and Governance Committee of the Board of Directors will monitor thecomposition of the Board and, when appropriate, seek, screen and recommend fornomination qualified candidates for election to the Board of Directors at theCorporation’s Annual Meeting of Stockholders. In addition, the Nominating andGovernance Committee will seek qualified candidates to fill vacancies on theBoard of Directors subject to appointment by the Board of Directors. TheNominating and Governance Committee will also evaluate the Board’s structureand practices and, when appropriate, recommend new policies to the full Board.Finally, the Nominating and Governance Committee will periodically reviewsuccession planning with respect to the Chief Executive Officer and other keyexecutive officers.

 

**Membership**

 

The Nominating andGovernance Committee shall be elected by the Board of Directors and may beremoved by the Board of Directors. The Nominating andGovernance Committee will consist of a minimum of two members of the Board ofDirectors, each of whom shall be an “independent director.” Members of thecommittee shall be considered independent if they have no relationship that mayinterfere with the exercise of their independence from management and theCompany.

 

**Role andResponsibilities**

 

Theresponsibilities of the Nominating and Governance Committee include:

 

1.               Reviewing Board structure,composition, and practices, and making recommendations on these matters to theBoard.

2.               Reviewing, soliciting andmaking recommendations to the Board of Directors and stockholders of theCorporation with respect to candidates for election to the Board of Directors.

3.               Reviewing Board Committeecomposition and practices and making recommendations on these matters to theBoard.

4.               Reviewing successionplanning for the Chief Executive Officer and other key executive officers.

5.               Performing such other tasksas may be authorized by the Board of Directors.

 

TheNominating and Governance Committee shall have the sole authority to retainspecial legal, accounting or other consultants, including search firms, toadvise the Nominating and Governance Committee. The Nominating and GovernanceCommittee may request any officer or employee of the Company or the Company’soutside counsel to attend a meeting of the Nominating and Governance Committeeor to meet with any members of, or consultants to, the Nominating andGovernance Committee.

 

**Meetings**

 

TheNominating and Governance Committee will meet as often as the members shalldetermine to be necessary or appropriate but at least one time during eachyear. Reports of meetings of the Nominating and Governance Committee shall bemade to the Board of Directors at its next regularly scheduled meetingfollowing the Nominating and Governance Committee meeting, accompanied by anyrecommendations to the Board of Directors approved by the Nominating andGovernance Committee.

 

 

**Dated and approved by the Board of Directors on this 22**nd day of February 2005.

 

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