EXHIBIT 10.32


 


[Antiope Partners L.L.C. Letterhead]


 


November 30, 2003


 


AXCESS Inc.


3208 Commander Drive


Dallas, Texas 75006


 


Re:                                     Series
I Preferred Stock


 


Ladies and Gentlemen:


 


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


 


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


 


2.                                       Securities
Act Legend; Registration Rights.


 


2.1                                 The
Shares will not be registered under the Securities Act of 1933, as amended (the
“Securities
Act”).  Certificates
representing the Shares shall bear a restrictive legend substantially to the
effect of the following:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
OR APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION.  THEY MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.


 


3.                                       Representations
and Warranties of Antiope.  Antiope
hereby represents and warrants to the Company as follows:


 


3.1                                 Antiope
is acquiring the Shares for its own account, for investment and not with a view
to the distribution thereof within the meaning of the Securities Act.


 


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


 


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


 


3.4                                 Antiope
understands that its investment hereunder involves substantial risks and
represents and warrants that it has made such independent examinations and
investigations of the Company as it has deemed necessary in making its
investment decision, and Antiope further represents and warrants that it has
had sufficient access to the officers, directors, books and records of the Company
as it has deemed necessary to conduct such examination and investigation and
make such investment decision.


 


3.5                                 Antiope
is able to bear the economic risk of the investment contemplated by this
agreement and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the investment
contemplated 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