**EXHIBIT 10.39**

 

**AXCESS INTERNATIONAL,INC.**

**ADVISORY AGREEMENT**

 

This Advisory Agreement is made on January 1, 2004 between NVW LLC.(“NVW”) and Axcess, Inc. (the “AXCESS”). AXCESS is publicly traded on the Bulletin Board as OTCBB: AXSI.  AXCESS is a provider of hardware andsoftware solutions in the security industry. NVW will assist in a variety of areas relating to the financial,strategic, and related developmental growth of AXCESS under the following termsand conditions:

 

1.                                       Services of NVW.                                                 

 

For the Term of this Agreement(as hereinafter defined), NVW will work cooperatively with AXCESS to assistAXCESS’s growth as set forth below.  NVWmay provide AXCESS the following:

 

**a.****              **Identify, evaluate, and advise on a variety ofoptions for AXCESS’ to undertake to enhance its current capital structureincluding business model, financial operations, operational, managerial,strategic, CRM, and strategic technology partnering,

 

**b.****              **Prepare or coordinate with AXCESS and others inthe development of business plans, investor presentations, and financialmodels, when appropriate;

 

**c.****              **Advise and assist AXCESS with strategies relatingto asset development, asset enhancement and maximization of asset utilization,including those associated with any intellectual property assets,

 

**d.****              **Advise and assist AXCESS in connection with thepreparation of any registration statements, periodic or other SEC reports orproxies, and

 

**e.****              **Coordinate with, and advise on with theactivities of outside professionals, including without limitation attorneys,accountants, market professionals, etc.

 

2.                                       Non-Exclusivity of Relationship.

 

It is understood andacknowledged by AXCESS that NVW presently has, and anticipates havingthroughout the Term, other clients for which it performs the same or similarservices to those to be performed in accordance herewith, and that NVW shall beunder no obligation to restrict its ability in any way to perform services forany other client-companies.

 

It is understood that AXCESS,from time to time, will employ investment bankers, analysts, finders, brokers,public relations firms, and consultants to assist AXCESS.

 

3.                                       Term of Agreement.

 

The Agreement shall beeffective for a period of twelve (12) months, commencing on the date firstappearing above (the “Term of Agreement”).

 

4.                                       Compensation to NVW from AXCESS.

 

In consideration for theservices rendered by NVW to AXCESS pursuant to the Agreement (and in additionto the expenses provided for in Paragraph 4 hereof), and throughout the Term ofAgreement, AXCESS shall compensate NVW as follows:

 

4.1                                  Monthly Retainer and Additional Compensation.  NVWshall be compensated at the rate of $5,000 per month in advance. It beingunderstood that NVW’s role as a Finder as provided in Paragraph 6, and inarranging merger and acquisitions or strategic partners will be subject toseparate fee agreement, which will negotiated between NVW and Axcess on a caseby case basis.

 

5.                                       Expenses.

 

It is anticipated that expensesincurred in the fulfillment in connection with the services performed by NVWpursuant to this Agreement Letter are included in the monthly retainer.  Any additional Compensation payablehereunder, if any shall be addressed on a case-by-case basis and pre-approvedby an officer of AXCESS.

 

**6.**                                      Limitation on Use of Certain Information.

 

**AXCESS acknowledges that all services and advice (written or oral)provided by NVW to AXCESS in connection with the Agreement are intended solelyfor the benefit and use of AXCESS in considering the subject matter to whichthey relate, and AXCESS agrees that no person or entity (including anyshareholders of AXCESS) other than AXCESS shall**

 

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**be entitled or advised to make use of or rely upon the advice of NVWprovided pursuant hereto.  In any event, neither AXCESS nor any otherparties may use the NVW name in any public references, press releases orpublic filings in connection with AXCESS without NVW’s prior written consent.**

 

7.                                       Reliance by NVW on Accuracy of Information; 12(b)5 Representation.

 

AXCESS recognizes and acknowledges that, in advising AXCESS and infulfilling the Agreement hereunder, NVW will use and rely on data, material andother information furnished to NVW by AXCESS. AXCESS agrees that NVW may do so without independently verifying theaccuracy or completeness of such data, material or other information.  AXCESS represents and warrants that any suchdata, material or information shall be true and accurate and shall not, as ofthe time communicated, contain any untrue statement of a material fact or omitto state a material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which theywere made, not misleading.

 

8.                                       Confidentiality.

 

If any of the data, material or other information is non-public or confidentialwhen revealed or otherwise shared with representatives of NVW, and identifiedin writing as such at the time it is revealed or shared  (“Confidential Information”), NVW and itsofficers, directors, employees, agents and associates shall hold allConfidential Information in complete and strict confidence and will not,without prior written consent of AXCESS, in each instance, disclose anyConfidential Information, in whole or part, to any other person or for anyother purpose than is expressly approved by AXCESS in writing.  To the extent that AXCESS in writingapproves disclosure of Confidential Information, excepting information requiredto be disclosed by legal process, law or regulation.  NVW agrees that each party or individual to whom such disclosureis made shall be informed of the confidential nature of the informationdisclosed and be obligated to sign standard non-disclosure agreements.

 

9.                                       Indemnification.

 

Each party (an “IndemnifyingParty”) hereby agrees to indemnify and hold the other party and its respectiveaffiliates, directors, officers, employees and agents (collectively, the“Indemnified Parties”) harmless from, and to reimburse each of the IndemnifiedParties for, any loss, damage, deficiency, claim, obligation, suit, action, fee,cost or expense of any nature whatsoever (including, but not limited to,reasonable attorney’s fees and costs) arising out of, based upon or resultingfrom any breach of any of the representations, warranties, covenants,agreements or undertakings of the Indemnifying Party contained in or madepursuant to this Agreement Letter.

 

10.                                 Nature of Agreement; Limitation on Authority ofNVW to Bind.

 

NVW shall perform its serviceshereunder as an independent contractor and not as an employee of AXCESS or anaffiliate thereof.  It is expresslyunderstood and agreed to by the parties hereto that NVW shall have no authorityto act for, represent or bind AXCESS or any affiliate thereof in any manner,except as may be agreed to expressly by AXCESS in writing from time to time.

 

11.                                 Miscellaneous.

 

**a.****              **This Agreement Letter constitutes the entireagreement and understanding of the parties hereto, and supersedes any and allprevious agreements and understandings, whether oral or written, between theparties with respect to the matters set forth herein

 

**b.****              **Any notice or communication permitted or requiredhereunder shall be in writing and shall be deemed sufficiently given ifhand-delivered via courier or overnight service or sent (i) postage prepaid byregistered mail, return receipt requested, to the respective parties as setforth below, or to such other address as either party may notify the other ofin writing:

 
| If to NVW, LLC to: | Robert Bertoldi, President     |
|--------------------|--------------------------------|
|               | NVW, LLC.                      |
|               | 350 Madison Avenue, 16th Floor |
|               | New York, NY 10003             |
|               | xxx-xxx-xxxx                   |
|               |                           |
| If to AXCESS, to:  | Allan  Griebenow, CEO          |
|               | Axcess, Inc.                   |
|               | 3280  Commander Drive          |
|               | Carrolton,  TX 75006           |
|               | xxx-xxx-xxxx                   |

 

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**c.****              **This Agreement Letter shall be binding upon andinure to the benefit of each of the parties hereto and their respectivesuccessors, legal representatives and assigns.

 

**d.****              **AXCESSrepresents that it has the power to enter into this Agreement Letter and tocarry out its obligations hereunder.  ­ThisAgreement Letter constitutes the valid and binding obliga­tion of AXCESS and isenforceable in accordance with its terms. AXCESS further represents that this Agreement Letter does not conflictwith or breach any agreement to which it is subject or by which it is bound.

 

**e.****              **This Agreement Letter may be executed in any numberof counterparts, each of whom together shall constitute one and the sameoriginal document.

 

**f.****                **No provision of this Agreement Letter may beamended, modified or waived, except in writing signed by all of the partieshereto.

 

**g.****             **This AgreementLetter shall be construed in accordance with and governed by the laws of theState of Texas, without giving effect to its conflict of law principles.  The parties hereby agree that any disputewhich may arise between them arising out of or in connection with this AgreementLetter shall be adjudicated before a court located in Collin County, and theyhereby submit to the exclusive jurisdiction of the courts of the State ofTexas.

 

**h.****             **AXCESS hereby acknowledges that it shall bear theburden of proof in any action or proceeding involving a claim by NVW to anyAdditional Compensation due hereunder arising out of any Compensable Eventinvolving a third party claimed by NVW to have been originally introduced toAXCESS by NVW.

 

**i.****                **Whenever used in this agreement, Companyshall include its officers, directors, employees, agents, associates,affiliates, subsidiaries, successors and assigns.

 

 

If theforegoing correctly sets forth the understanding between NVW and AXCESS withrespect to the foregoing, please so indicate by signing in the place providedbelow, at which time this Agreement shall become a binding agreement.

 

 
|                 |                | AXCESS Inc. |
|----------------------|---------------------|-------------|
|                 |                |        |
|                 |                | By:         | /s/ ALLAN GRIEBENOW |
|                 |                |        | Allan Griebenow |
|                 |                |        | President |
|                 |                |        |
| Accepted and Agreed: |                |        |
| NVW, LLC.            |                |        |
|                 |                |        |
| By:                  | /s/ ROBERT BERTOLDI |        |   |   |
| **Robert  Bertoldi** |                |        |
|                      |                     |             |  |  |  |

 

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