**EXHIBIT 10.26**
**Borrowed Employees and Advisory Agreement**
This Borrowed Employees and Advisory Agreement is made effective as of January 1, 2005,between Amphion Capital Partners LLC (“ACP”) and Axcess International, Inc. (“AXCESS”). AXCESS ispublicly traded on the Bulletin Board as OTCBB: AXSI. AXCESS is a provider of hardware andsoftware solutions in the security and transportation industry. ACP will assist in a variety ofareas relating to the investor relations and technology research for AXCESS under the followingterms and conditions:
1. Use of ACP Employees. AXCESS requires certain services as described in section 2 below,to operate and maintain its business. However, the rendering of such services does not rise to thelevel of AXCESS hiring full time employees. ACP hereby agrees to allow AXCESS to utilize, on an“as needed” part-time basis, two of its current employees who have the ability to provide theservices needed by AXCESS. It is understood and agreed by the parties that the compensationdescribed herein shall be all the compensation required to be paid by AXCESS for use of the ACPemployees and AXCESS, under no circumstances, will pay the employees directly or be responsible forpayment of any withholding taxes or benefits. It is further understood and agreed that neitherparty, for any purpose, will make any claim that the ACP employees are employees of AXCESS.
2. Services of ACP.
     For the Term of this Agreement (as hereinafter defined), ACP will work cooperatively withAXCESS to assist in the growth of AXCESS as set forth below. ACP will provide AXCESS with the useof employees as described above who will be dedicated, on a part-time basis, to provide theseservices, in addition to the services of Robert Bertoldi and Richard Morgan. ACP will provideAXCESS the following:
 a.  Identification, evaluation and advice on a variety of options for AXCESS toundertake to enhance its current technology offerings, including sources ofcomplementary technology and technology partnering;  b.  Investor relations services, including becoming the initial point of contact forthe Preferred Equity Investors, providing both materials and information to interestedparties;  c.  Advice and assistance with strategies relating to asset development, assetenhancement and maximization of asset utilization, including those associated with anyintellectual property assets.
3. Non-Exclusivity of Relationship.
     It is understood and acknowledged by AXCESS that ACP presently has, and anticipates havingthroughout the Term, other clients for which it performs the same or similar services to those tobe performed in accordance herewith, and that ACP shall be under no obligation to restrict itsability in any way to perform services for any 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. This Agreement shallonly refer to those opportunities and services introduced by ACP, or introduced by AXCESS for theassistance and help from ACP.
4. Term of Agreement.
     The Agreement shall be effective for a period of twelve (12) months, commencing on the datefirst appearing above (the “Term of Agreement”) and will renew on an annual basis unless eitherparty notifies the other in writing, not less than 30 days before the end of the term, of theirdesire to terminate the agreement.
5. Compensation to ACP from AXCESS.
     In consideration for the services rendered by ACP to AXCESS pursuant to the Agreement (and inaddition to the expenses provided for in Paragraph 6 hereof), and throughout the Term of Agreement,AXCESS shall compensate ACP as follows:
Monthly Retainer and Additional Compensation. ACP shall be compensated atthe rate of $7,500 per month payable in advance on the first day of each month. Thiscash payment will automatically be suspended for any month in which AXCESS’ cashposition falls below $500,000 with an additional month being added on to the end ofthe contract to compensate ACP for their services.
 

 

6. Expenses.
     It is anticipated that expenses incurred in the fulfillment in connection with the servicesperformed by ACP pursuant to this Agreement shall be addressed on a case by case basis andpre-approved by an officer of AXCESS.
7. Role of Finder.
     In connection with any Financing Transactions hereunder, AXCESS acknowledges that ACP is not aregistered broker-dealer under Section 15A of the U.S. Securities Exchange Act of 1934, or anysimilar state law, and that ACP cannot, and shall not be required hereunder to, engage in the offeror sale of securities for or on behalf of AXCESS. While ACP has pre-existing relationships andcontacts with various investors, registered broker-dealers and investment funds, ACP’sparticipation in any actual or proposed offer or sale of Company securities shall be limited tothat of an advisor to AXCESS.
     AXCESS acknowledges and agrees that the solicitation and consummation of any purchases ofAXCESS’ securities shall be handled by AXCESS or one or more NASD member firms engaged by AXCESSfor such purposes.
8. Third Party Fees.
     Any third party fees payable in connection with the services described shall be the exclusiveresponsibility of, and shall be paid by ACP.
9. Limitation on Use of Certain Information.
          AXCESS acknowledges that all services and advice (written or oral) provided by ACP to AXCESSin connection with the Agreement are intended solely for the benefit and use of AXCESS inconsidering the subject matter to which they relate, and AXCESS agrees that no person or entity(including any shareholders of AXCESS) other than AXCESS shall be entitled or advised to make useof or rely upon the advice of ACP provided pursuant hereto. In any event, neither AXCESS nor anyother parties may use the ACP name in any public references, press releases or public filings inconnection with AXCESS without ACP’s prior written consent.
10. Reliance by ACP on Accuracy of Information; 12(b) 5 Representation.
AXCESS recognizes and acknowledges that, in advising AXCESS and in fulfilling the Agreementhereunder, ACP will use and rely on data, material and other information furnished to ACP byAXCESS. AXCESS agrees that ACP may do so without independently verifying the accuracy orcompleteness of such data, material or other information. AXCESS represents and warrants that anysuch data, material or information shall be true and accurate and shall not, as of the timecommunicated, contain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.
11. Confidentiality.
     If any of the data, material or other information is non-public or confidential when revealedor otherwise shared with representatives of ACP, and identified in writing as such at the time itis revealed or shared (“Confidential Information”), ACP and its officers, directors, employees,agents and associates shall hold all Confidential Information in complete and strict confidence andwill not, without prior written consent of AXCESS, in each instance, disclose any ConfidentialInformation, in whole or part, to any other person or for any other purpose than is expresslyapproved by AXCESS in writing. To the extent that AXCESS in writing approves disclosure ofConfidential Information, excepting information required to be disclosed by legal process, law orregulation, ACP agrees that each party or individual to whom such disclosure is made shall beinformed of the confidential nature of the information disclosed and be obligated to sign standardnon-disclosure agreements.
12. Indemnification.
     Each party (an “Indemnifying Party”) hereby agrees to indemnify and hold the other party andits respective affiliates, directors, officers, employees and agents (collectively, the“Indemnified Parties”) harmless from, and to reimburse each of the Indemnified Parties for, anyloss, damage, deficiency, claim, obligation, suit, action, fee, cost or expense of any naturewhatsoever (including, but not limited to, reasonable attorney’s fees and costs) arising out of,based upon or resulting from any breach of any of the representations, warranties, covenants,agreements or undertakings of the Indemnifying Party contained in or made pursuant to thisAgreement Letter.
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13. Nature of Agreement; Limitation on Authority of ACP to Bind.
     ACP shall perform its services hereunder as an independent contractor and not as an employeeof AXCESS or an affiliate thereof. It is expressly understood and agreed to by the parties heretothat ACP shall have no authority to act for, represent or bind AXCESS or any affiliate thereof inany manner, except as may be agreed to expressly by AXCESS in writing from time to time.
14. Miscellaneous.
 (a)  This Agreement constitutes the entire agreement and understandingof the parties hereto, and supersedes any and all previous agreements andunderstandings, whether oral or written, between the parties with respect to thematters set forth herein.  (b)  Any notice or communication permitted or required hereunder shallbe in writing and shall be deemed sufficiently given if hand-delivered viacourier or overnight service or sent (i) postage prepaid by registered mail,return receipt requested, to the respective parties as set forth below, or tosuch other address as either party may notify the other of in writing:       If to ACP, Inc. to: Robert J. Bertoldi, President   Amphion Capital Partners LLC   330 Madison Avenue, 31st Floor   New York, NY 10017 If to AXCESS, to: Allan Griebenow, CEO   Axcess International, Inc.   3280 Commander Drive   Carrolton, TX 75006
          (c) This Agreement shall be binding upon and inure to the benefit of each of the partieshereto and their respective successors, legal representatives and assigns.
          (d) AXCESS represents that it has the power to enter into this Agreement and to carry out itsobligations hereunder. This Agreement constitutes the valid and binding obligation of AXCESS andis enforceable in accordance with its terms. AXCESS further represents that this Agreement doesnot conflict with or breach any agreement to which it is subject or by which it is bound.
          (e) This Agreement may be executed in any number of counterparts, each of which together shallconstitute one and the same original document.
          (f) No provision of this Agreement may be amended, modified or waived, except in writing andsigned by all of the parties hereto.
          (g) This Agreement shall be construed in accordance with and governed by the laws of the Stateof Texas, without giving effect to its conflict of law principles. The parties hereby agree thatany dispute between them arising out of or in connection with this Agreement shall be adjudicatedbefore a court located in Collin County, Texas, and they hereby submit to the exclusivejurisdiction of the courts of the State of Texas.
          (h) AXCESS hereby acknowledges that it shall bear the burden of proof in any action orproceeding involving a claim by ACP to any Additional Compensation due hereunder arising out of anyCompensable Event involving a third party claimed by ACP to have been originally introduced toAXCESS by ACP.
          (i) Whenever used in this agreement, Company shall include its officers, directors, employees,agents, associates, affiliates, subsidiaries, successors and assigns.
     If the foregoing correctly sets forth the understanding between ACP and AXCESS with respect tothe foregoing, please so indicate by signing in the place provided below, at which time thisAgreement shall become a binding agreement.         Axcess International, Inc.    By: /S/ Allan Griebenow        President       Accepted and Agreed:  Amphion Capital Partners LLC  By: /S/ Robert J. Bertoldi      
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