**EXHIBIT 10.32**

 

[Antiope Partners L.L.C. Letterhead]

 

November 30, 2003

 

AXCESS Inc.

3208 Commander Drive

Dallas, Texas 75006

 

Re:                                     SeriesI Preferred Stock

 

Ladies and Gentlemen:

 

AntiopePartners L.L.C., a Delaware limited partnership (“*Antiope*”), hereby notifiesand directs Axcess International Inc. (the “*Company*”) to convert Series I PreferredStock held by Antiope at November 30, 2003 into Voting Common Shares of theCompany as provided in Section 5 of the Certificate of Designations,Preferences, Powers and Rights of Series I Preferred Stock (the “*Certificate*”).

 

1.                                       Issuanceof Common Shares.  Antiope herebydirects the Company to issue 303,960 shares of Common Stock in exchange for 76shares of Series I Preferred Stock held by Antiope at November 30, 2003.

 

2.                                       SecuritiesAct Legend; Registration Rights.

 

2.1                                 TheShares will not be registered under the Securities Act of 1933, as amended (the“*SecuritiesAct*”).  Certificatesrepresenting the Shares shall bear a restrictive legend substantially to theeffect of the following:

 

THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,OR APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHERJURISDICTION.  THEY MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSESECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.

 

3.                                       Representationsand Warranties of Antiope.  Antiopehereby represents and warrants to the Company as follows:

 

3.1                                 Antiopeis acquiring the Shares for its own account, for investment and not with a viewto the distribution thereof within the meaning of the Securities Act.

 

3.2                                 Antiopeunderstands that the Shares have not been registered under the Securities Act,by reason of their issuance by the Company in transactions exempt from theregistration requirements of the Securities Act, and that Antiope must hold theShares indefinitely unless a subsequent disposition thereof is registered underthe Securities Act or is exempt from such registration.

 

3.3                                 Antiopefurther understands that the exemption from registration afforded by Rule 144(the provisions of which are known to it) promulgated under the Securities Actdepends on the satisfaction of various conditions, and that, if applicable,Rule 144 may afford the basis for sales only in limited amounts, aftercompliance with the holding periods and other provisions thereof.

 

3.4                                 Antiopeunderstands that its investment hereunder involves substantial risks andrepresents and warrants that it has made such independent examinations andinvestigations of the Company as it has deemed necessary in making itsinvestment decision, and Antiope further represents and warrants that it hashad sufficient access to the officers, directors, books and records of the Companyas it has deemed necessary to conduct such examination and investigation andmake such investment decision.

 

3.5                                 Antiopeis able to bear the economic risk of the investment contemplated by thisagreement and has such knowledge and experience in financial and businessmatters that it is capable of evaluating the merits and risks of the investmentcontemplated by this agreement.

 
|   |                     | Very truly  yours,                            |
|--------|--------------------------|-----------------------------------------------|
|   |                     |
|   | ANTIOPE  PARTNERS L.L.C. |
|   |                     |
|   | By:                      | Antiope  Partners L.L.C., its general partner |
|   |                     |                                          |
|   | By:                      |                                          | /s/ Robert J. Bertoldi |
|   |                     |                                          |
|   |                     | A Managing  Member                            |
|        |                          |                                               |  |

 

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