**EXHIBIT 99.3**

 

**AXCESSINTERNATIONAL, INC.**

**WHISTLEBLOWERPOLICY**

 

**Purpose**

 

This policy establishesstandards and procedures to ensure that complaints and concerns (each an “Allegation”)regarding the Axcess International Inc. (“Company”) operations, conduct andreporting are handled in a manner that complies with management’s and the AuditCommittee’s objectives. In addition, this policy:

 

·                  establishes guidance for the receipt,retention, and treatment of verbal or written reports received by the Companyregarding accounting, internal controls, auditing matters, disclosure, fraudand unethical business practices, whether submitted by Company employees orthird parties (“Allegation”), and

 

·                  establishes guidance for providingCompany employees a means to make Reports in a confidential and anonymousmanner, and

 

·                  makes clear the Company’s intention todiscipline, up to and including termination of employment, any persondetermined to have engaged in retaliatory behavior,

 

pursuant to Section 301of the Sarbanes-Oxley Act of 2002 and Rule 10A-3 under the SecuritiesExchange Act of 1934.

 

**Receipt**

 

This policy andinformation regarding problem resolution resources shall be provided to theCompany’s employees and made generally available through the Company websiteand / or intranet. The Company has designated the Chairman of the AuditCommittee of the Board of Directors to be the recipients of all theAllegations.   Any Allegation received bya Company officer, director, or employee from a Company or non-Company sourceshould be immediately forwarded to Chairman of the Audit Committee.

 

**Procedures**

 

The AuditCommittee shall receive, retain, investigate, document and act on allAllegations concerning accounting, internal accounting controls and auditingmatters and other unethical or illegal business conduct.  In addition the Audit Committee shall receiveand oversee the handling and disposition of all Allegations regarding improperconduct towards employees and violations of Company policies, laws orregulations regarding harassment, discrimination, affirmative action and healthand safety issues.

 

The AuditCommittee shall determine whether the Audit Committee, the Company’s OutsideCounsel or management should investigate an Allegation, taking into account thefollowing considerations, in addition to any other factors that the AuditCommittee deems appropriate under the circumstances:

 
| i.   |   | Who is the alleged  wrongdoer?                 |
|------|--------|------------------------------------------------|
| ii.  |   | How serious is the  alleged wrongdoing?        |
| iii. |   | How credible is the  allegation of wrongdoing? |

 

If the AuditCommittee determines that management should investigate the Allegation, theAudit Committee will notify the Chief Executive Officer in writing of thatconclusion. Management, under the guidance of the CEO, shall promptlythereafter investigate the Allegation and shall report the results of itsinvestigation, in writing, to the Audit Committee. Management shall be free inits discretion to engage outside auditors, counsel or other experts to assistin the investigation and in the analysis of results.

 

If the AuditCommittee determines that Outside Counsel should investigate the Allegation,the Audit Committee will notify the Outside Counsel in writing of thatconclusion. The Outside Counsel shall promptly thereafter investigate theAllegation and shall report the results of the investigation, in writing, tothe Audit Committee. The Outside Counsel shall be free in his or her discretionto engage outside auditors, counsel or other experts to assist in theinvestigation and in the analysis of results.

 

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If the AuditCommittee determines that it should investigate the Allegation, the AuditCommittee shall promptly determine what professional assistance, if any, itneeds in order to conduct the investigation. The Audit Committee shall be freein its discretion to engage outside auditors, counsel or other experts toassist in the investigation and in the analysis of results. The Audit Committeeshall investigate and document the Allegation with the assistance of theCompany’s Chief Financial Officer, if any, who shall report to and be solelyunder the direction of the Audit Committee.

 

Prompt andcorrective action will be taken when and as warranted in the judgment of theAudit Committee.

 

**Delegationof Authority With In the Audit Committee**

 

At the discretion of theAudit Committee, responsibilities of the Audit Committee created by theseprocedures may be delegated to any member of the Audit Committee or to asubcommittee of the Audit Committee and / or Board.

 

**Interpretation**

 

The Audit Committee, inconsultation with outside counsel shall have the authority to makeinterpretations regarding the operation of this Policy.

 

**Retaliation**

 

Retaliation against anyemployee that files a Report or voices a concern under this policy is strictlyprohibited. Employees determined to have engaged in retaliatory behavior or whofail to maintain an employee’s anonymity if requested may be subject to discipline,which could include termination of employment. Any employee who feels that heor she has been subjected to any behavior that violates this policy shouldimmediately report such behavior to his or her supervisor, Chief ExecutiveOfficer, Chief Financial Officer or the Chairman of the Audit Committee. Pleasenote however, that employees who knowingly file misleading or false reports, orwithout a reasonable belief as to truth or accuracy, will not be protected bythis policy and may be subject to discipline, including termination ofemployment.

 

**Audit Committee Review of Reports**

 

A summary of reportsreceived under this policy will be communicated to the Board on a quarterlybasis (or a more frequent basis should conditions warrant more timely action).

 

**Reporting Allegations**

 

Anyone may forwardAllegations on a confidential or anonymous basis to the Audit Committee bywriting to the Audit Committee c/o Axcess International Inc., 16650 WestgroveDrive, Suite 600, Addison, Texas 75001 or by calling the followinghotline: 972-407-6080 ext. 5960. The Audit Committee, in its discretion, mayappoint a representative to monitor receipt of Allegations.

 

 

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

 

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