**EXHIBIT 10.10****2005 Preferred Stock Purchase Agreement**Ladies and Gentlemen:     This Agreement sets forth the terms and conditions on which Axcess International Inc., aDelaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issueand sell to                     , of                                         (the “Purchaser”) shares of Series 2005Preferred Stock of the Company, par value $0.01 per share (*the “Preferred”)*and Series 2005Warrants (*the “Warrants”)*which provide the right to purchase shares of the Company’s Common Stock.     1. Type of Security and Purchase Price. The Purchaser hereby agrees to subscribe forand purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser887,671 (eight hundred and eighty-seven thousand six hundred and seventy-one) Preferred Shares andan equal number of Warrants. The purchase price shall be Seven Hundred and Fifty-Four ThousandFive Hundred and Twenty US Dollars and Fifty-Five cents ($754,520.55) payable in cash. Preferredshares shall bear no dividends. The Warrants shall have an exercise life of five (5) yearsfollowing closing and the exercise price of the warrants is One Dollar and Fifty Cents ($1.50).Each Warrant will be callable by the Company if and when the Company’s common stock share priceexceeds $3.00 per share for 20 consecutive trading days. The purchase and sale shall be effectiveas of December 22, 2005 (the “*Effective Date*”).     2. Purchase Dates and Delivery of Shares. The Company wishes to close on the saleduring December of 2005. Upon its receipt of the purchase price, the Company shall issue and sellto the Purchaser the number of Preferred and Warrants based on paragraph 1 above. On and as of theEffective Date, the Company shall execute and deliver to the Purchaser stock and warrantcertificates in proper form representing the Shares.     3. Conversion and Lock-up of Series 2004 Preferred Stock to Common Stock. When theCompany achieves a full quarter of profitability (EBIDTA) or when the share price surpasses TwoDollars and Fifteen Cents ($2.15) based on the average closing price for the 20 trading dayspreceding, the preferred shares shall be converted on a one to one basis into common stock, $0.01par value per share. Purchaser shall not sell more than 1/6 of the common shares issued to them inconnection with this offering in any calendar month.     4. Securities Act Legend; Registration Rights.          4.1 The Shares will not be registered under the Securities Act of 1933, as amended (the“*Securities Act*”). Prior to registration, certificates representing the Shares shall bear arestrictive legend substantially to the effect of the following:THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, OR APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHERJURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR PURSUANT TO AN EXEMPTIONTHEREFROM. ADDITIONAL RESTRICTIONS REGARDING THE TERMS UNDER WHICH THE SHARESREPRESENTED BY THIS CERTIFICATE MAY BE CONVERTED INTO NON-VOTING COMMON STOCK OF THECOMPANY ARE SET FORTH IN THE CERTIFICATE OF DESIGNATIONS, PREFERENCES, POWERS ANDRIGHTS OF THE SERIES 2003 PREFERRED STOCK.          4.2 The Company has committed to register the Common Stock Underlying the Series 2005Preferred Stock and Warrants under Form SB-2 (or comparable form, the “Registration Statement”)within 30 days of the date of the last closing of the 2005 Preferred Equity and to make its bestefforts to have the Registration Statement declared effective at the earliest possible date.     5. Representations and Warranties by the Company. The Company hereby represents andwarrants to the Purchaser as follows:          5.1 The Company is a corporation duly organized, validly existing and in good standing underthe laws of the State of Delaware, and has the corporate power and authority to execute and deliverthis Agreement, to issue the Shares on the basis described herein and otherwise to perform itsobligations under this Agreement.          5.2 The execution and delivery by the Company of this Agreement, the issuance of the Shares,and the performance by the Company of its obligations hereunder, have been duly authorized by allrequisite corporate action on the part
 

 
of the Company and will not (i) violate any provision of law, statute, rule or regulation orany order of any court or other agency of government, (ii) conflict with or violate the Certificateof Incorporation (after amendment to authorize the additional shares of non-voting common stock) orBy-Laws of the Company, in each case as amended, or (iii) violate, conflict with or constitute(with due notice or lapse of time or both) a default under any indenture, mortgage, lease, license,agreement or other contract or instrument or result in the creation or imposition of any lien,charge or encumbrance of any nature upon the properties or assets of the Company or any of itssubsidiaries, in each case if such violation, conflict, default, lien, charge or encumbrance wouldhave a material adverse effect on the Company.          5.3 This Agreement has been duly executed and delivered by the Company and constitutes thevalid and legally binding obligation of the Company, enforceable in accordance with its terms,except to the extent the enforceability hereof may be limited by applicable bankruptcy, moratoriumor similar laws affecting the rights of creditors generally.          5.4 Based in part upon the representations and warranties of the Purchaser contained in thisAgreement, no registration or filing with, or consent or approval of, or other action by, anyfederal, state or other governmental department, commission, board, bureau, agency orinstrumentality or any third party is or will be necessary for the execution and delivery of thisAgreement by the Company and the issuance of the Shares hereunder, other than the filing of anotice of sale on Form D with the Securities and Exchange Commission and any other requiredjurisdictions in accordance with the rules and regulations thereof under the Securities Act andapplicable state law.          5.5 The Preferred Shares are duly authorized, validly issued, fully paid and non-assessableshares of Series 2005 Preferred Stock, and are not subject to any preemptive rights.     6. Representations and Warranties of the Purchaser. The Purchaser hereby representsand warrants to the Company as follows:          6.1 The Purchaser is acquiring the Shares for its own account, for investment and not with aview to the distribution thereof within the meaning of the Securities Act.          6.2 The Purchaser understands that the Shares have not been registered under the SecuritiesAct, by reason of their issuance by the Company in transactions exempt from the registrationrequirements of the Securities Act, and that the Common shares must be held by the Purchaser untilregistered under the Securities Act.          6.3 The Purchaser further understands that the exemption from registration afforded by Rule144 (the provisions of which are known to it) promulgated under the Securities Act depends on thesatisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis forsales only in limited amounts, after compliance with the holding periods and other provisionsthereof.          6.4 The Purchaser understands that its investment hereunder involves substantial risks andrepresents and warrants that it has made such independent examinations and investigations of theCompany as it has deemed necessary in making its investment decision, and the Purchaser furtherrepresents and warrants that it has had sufficient access to the officers, directors, books andrecords of the Company as it has deemed necessary to conduct such examination and investigation andmake such investment decision. Purchaser agrees to keep confidential the confidential informationprovided for the purpose of evaluating the purchase herein.          6.5 The Purchaser is a qualified investor able to bear the economic risk of the investmentcontemplated by this Agreement and has such knowledge and experience in financial and businessmatters that it is capable of evaluating the merits and risks of the investment contemplated bythis Agreement.     7. Reaffirmation of Representations and Warranties. The date Units are purchasedshall constitute a reaffirmation of each and every one of the representations and warranties of theCompany set forth in Section 5 of this Agreement and those of the Purchaser set forth in Section 6of this Agreement as if made as of each Effective Date, unless otherwise restated or corrected byeither the Purchaser or the Company, as the case may be.     8. Miscellaneous.          8.1 This Agreement constitutes our entire agreement with respect to the subject matter hereof.This Agreement may not be modified or amended or any provision hereof waived except by aninstrument in writing signed by the Company and the Purchaser.          8.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and permitted assigns. The rights of the Purchaser hereunder shall beassignable to any holder of the
 

 
Shares. Except as provided in the immediately preceding sentence, this Agreement and therights of the Purchaser hereunder shall not be assignable, and any purported assignment hereof orthereof shall be void.          8.3 This Agreement may be executed in any number of counterparts and on separate counterparts,each of which shall be an original instrument, but all of which together shall constitute a singleagreement. One or more signature pages from any counterpart of this Agreement may be attached toany other counterpart of this Agreement without in any way changing the effect thereof. ThisAgreement shall be effective when executed and delivered by the Company and the Purchaser.          8.4 All notices, requests, demands, consents, waivers, or other communications made hereunderto any party or holder of Shares shall be in writing and shall be deemed to have been duly given ifdelivered personally or sent by nationally-recognized overnight courier, facsimile or by firstclass registered or certified mail, return receipt requested, postage prepaid, addressed to suchparty at the address set forth below:          if to the Company, to:Axcess International Inc.