ex4_1.htm


    
      

    

    Exhibit
      4.1

    STOCK
      PURCHASE AGREEMENT

     

    AMONG

     

    INNOVATIVE
      SOFTWARE TECHNOLOGIES, INC.

     

    AND

     

    THOMAS
      J. ELOWSON,

     

    HELGE
      SOLBERG,

     

    RAYMOND
      LEITZ,

     

    AND

     

    ACXESS,
      INC.

     

     

    JULY
      24 , 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


     

    
      	 	 	 	
              Page

            
	
              1.

            	
              Definitions.

            	
              1

            
	
              2.

            	
              Purchase
                and Sale of Target Shares.

            	
              3

            
	 	
              (a)

            	
              Basic
                Transaction

            	
              3

            
	 	
              (b)

            	
              Purchase
                Price

            	
              3

            
	 	
              (c)

            	
              The
                Closing

            	
              3

            
	 	
              (d)

            	
              Deliveries
                at the Closing

            	
              4

            
	
              3.

            	
              Representations
                and Warranties Concerning the  Transaction.

            	
              4

            
	 	
              (a)

            	
              Representations
                and Warranties of the Seller

            	
              4

            
	 	
              (b)

            	
              Representations
                and Warranties of the Buyers

            	
              5

            
	
              4.

            	
              Pre-Closing
                Covenants

            	
              5

            
	 	
              (a)

            	
              General

            	
              5

            
	 	
              (b)

            	
              Notices
                and Consents

            	
              6

            
	 	
              (c)

            	
              Full
                Access

            	
              6

            
	 	
              (d)

            	
              Exclusivity

            	
              6

            
	
              5.

            	
              Post-Closing
                Covenants

            	
              6

            
	 	
              (a)

            	
              General

            	
              6

            
	 	
              (b)

            	
              Litigation
                Support

            	
              6

            
	 	
              (c)

            	
              Transition

            	
              7

            
	
              6.

            	
              Conditions
                to Obligation to Close.

            	
              7

            
	 	
              (a)

            	
              Conditions
                to Obligation of the Buyers

            	
              7

            
	 	
              (b)

            	
              Conditions
                to Obligation of the Seller

            	
              7

            
	
              7.

            	
              Remedies
                for Breaches of This Agreement.

            	
              8

            
	 	
              (a)

            	
              Survival
                of Representations and Warranties.

            	
              8

            
	 	
              (b)

            	
              Indemnification
                Provisions for Benefit of the Buyers.

            	
              8

            
	 	
              (c)

            	
              Indemnification
                Provisions for Benefit of the Seller

            	
              9

            
	 	
              (d)

            	
              Matters
                Involving Third Parties.

            	
              9

            
	 	
              (e)

            	
              Determination
                of Adverse Consequences

            	
              10

            
	 	
              (f)

            	
              Other
                Indemnification Provisions

            	
              10

            
	
              8.

            	
              Miscellaneous.

            	
              10

            
	 	
              (a)

            	
              Press
                Releases and Public Announcements

            	
              10

            
	 	
              (b)

            	
              No
                Third-Party Beneficiaries

            	
              10

            
	 	
              (c)

            	
              Entire
                Agreement

            	
              10

            
	 	
              (d)

            	
              Succession
                and Assignment

            	
              10

            
	 	
              (e)

            	
              Counterparts

            	
              11

            
	 	
              (f)

            	
              Headings

            	
              11

            
	 	
              (g)

            	
              Notices

            	
              11

            
	 	
              (h)

            	
              Governing
                Law

            	
              11

            
	 	
              (i)

            	
              Amendments
                and Waivers

            	
              12

            
	 	
              (j)

            	
              Severability

            	
              12

            
	 	
              (k)

            	
              Expenses

            	
              12

            
	 	
              (l)

            	
              Construction

            	
              12

            
	 	
              (m)

            	
              Incorporation
                of Exhibits, Annexes, and Schedules

            	
              12

            
	 	
              (n)

            	
              Specific
                Performance

            	
              12

            
	 	
              (o)

            	
              Submission
                to Jurisdiction

            	
               

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    Agreement
      entered into on July 24, 2007, by and among Thomas J. Elowson, Helge Solberg,
      and Raymond Leitz (collectively, the “Buyers”), Innovative Software
      Technologies, Inc., a California corporation (the “Seller”), and
      AcXess, Inc. a Florida corporation (the “Target”). The Buyers, the Seller and
      Target are referred to collectively herein as the
“Parties.”

     

    The
      Seller in the aggregate owns all of the outstanding capital stock of
      Target.

     

    This
      Agreement contemplates a transaction in which (i) the Buyers will purchase
      the
      Target Shares from Seller, and the Seller will sell the Target Shares to Buyers,
      (ii) Target will redeem from Seller, and Seller will sell back to Target, the
      Redemption Shares for a consideration consisting of a promissory note and
      license grant.

     

    Now,
      therefore, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, and covenants herein
      contained, the Parties agree as follows.

     

    1.           Definitions.

     

     “Adverse
      Consequences” means all actions, suits, proceedings, hearings,
      investigations, charges, complaints, claims, demands, injunctions, judgments,
      orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
      in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and
      fees, including court costs and reasonable attorneys’ fees and
      expenses.

     

    “Affiliate”
      has the meaning set forth in Rule 12-2 of the regulations promulgated under
      the
      Securities Exchange Act.

     

    “Affiliated
      Group” means any affiliated group within the meaning of Code Sec. 1504 or
      any similar group defined under a similar provision of state, local or foreign
      law.

     

    “Basis”
      means any past or present fact, situation, circumstance, status, condition,
      activity, practice, plan, occurrence, event, incident, action, failure to act,
      or transaction that forms or could form the basis for any specified
      consequence.

     

    “Buyers”
      has the meaning set forth in the preface above.

     

    “Buyers
      Note” has the meaning set forth in §2(b) below.

     

    “Closing”
      has the meaning set forth in §2(c) below.

     

    “Closing
      Date” has the meaning set forth in §2(c) below.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” means the common stock, no par value, of Target.

     

    “Confidential
      Information” means any information concerning the businesses and affairs of
      the Target and its Subsidiaries that is not already generally available to
      the
      public.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Controlled
      Group of Corporations” has the meaning set forth in Code Sec.
      1563.

     

    “GAAP”
      means United States generally accepted accounting principles as in effect from
      time to time.

     

    “Intellectual
      Property” means (a) all inventions (whether patentable or unpatentable and
      whether or not reduced to practice), all improvements thereto, and all patents,
      patent applications, and patent disclosures, together with all reissuances,
      continuations, continuations- in-part, revisions, extensions, and reexaminations
      thereof, (b) all trademarks, service marks, trade dress, logos, trade names,
      and
      corporate names, together with all translations, adaptations, derivations,
      and
      combinations thereof and including all goodwill associated therewith, and all
      applications, registrations, and renewals in connection therewith, (c) all
      copyrightable works, all copyrights, and all applications, registrations, and
      renewals in connection therewith, (d) all mask works and all applications,
      registrations, and renewals in connection therewith, (e) all trade secrets
      and
      confidential business information (including ideas, research and development,
      know-how, formulas, compositions, manufacturing and production processes and
      techniques, technical data, designs, drawings, specifications, customer and
      supplier lists, pricing and cost information, and business and marketing plans
      and proposals), (f) all computer software (including data and related
      documentation), (g) all other proprietary rights, and (h) all copies and
      tangible embodiments thereof (in whatever form or medium).

     

    “Knowledge”
      means actual knowledge after reasonable investigation.

     

    “Liability”
      means any liability (whether known or unknown, whether asserted or unasserted,
      whether absolute or contingent, whether accrued or unaccrued, whether liquidated
      or unliquidated, and whether due or to become due), including any liability
      for
      Taxes.

     

    “Party”
      has the meaning set forth in the preface above.

     

     “Person”
      means an individual, a partnership, a corporation, an association, a joint
      stock
      company, a trust, a joint venture, an unincorporated organization, or a
      governmental entity (or any department, agency, or political subdivision
      thereof).

     

     “Purchase
      Price” has the meaning set forth in §2(b) below.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Securities
      Exchange Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “Security
      Interest” means any mortgage, pledge, lien, encumbrance, charge, or other
      security interest, other than (a) mechanic’s, materialmen’s, and similar liens,
      (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer
      is
      contesting in good faith through appropriate proceedings, (c) purchase money
      liens and liens securing rental payments under capital lease arrangements,
      and
      (d) other liens arising in the Ordinary Course of Business and not incurred
      in
      connection with the borrowing of money.

     

    “Seller”
      has the meaning set forth in the preface above.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    “Subsidiary”
      means any corporation with respect to which a specified Person (or a Subsidiary
      thereof) owns a majority of the common stock or has the power to vote or direct
      the voting of sufficient securities to elect a majority of the
      directors.

     

     “Target”
      has the meaning set forth in the preface above.

     

    “Target
      Share” means shares of the Common Stock of the Target.

     

    “Tax”
      means any federal, state, local, or foreign income, gross receipts, license,
      payroll, employment, excise, severance, stamp, occupation, premium, windfall
      profits, environmental (including taxes under Code Sec. 59A), customs duties,
      capital stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether disputed or not.

     

    “Tax
      Return” means any return, declaration, report, claim for refund, or
      information return or statement relating to Taxes, including any schedule or
      attachment thereto, and including any amendment thereof.

     

    2.           Purchase
      and Sale of Target Shares.

     

    (a)           Basic
      Transaction On and subject to the terms and conditions of this Agreement,
      (i) the Buyers agree to purchase from Seller, and Seller agrees to sell to
      Buyers, all of the Target Shares, and (ii) Target agrees to redeem from Seller,
      and Seller will sell to Target, all of the Redemption Shares.

     

    (b)           Purchase
      Price The
      purchase price to be paid by Buyers for the Target Shares (the "Purchase Price")
      shall be an amount equal to $1,015,543, to be paid in the form of the delivery
      to Seller of all 4,477,292 shares of Seller common stock held by Buyers and
      the
      cancellation of 5,978,349 options to purchase shares of Seller common stock
      held
      by Buyers.  The purchase price to be paid by Target for the Redemption
      Shares shall be $2,500,000, to be paid (i) by delivery to Seller of a promissory
      note in substantially the form of Exhibit A hereto in the principal amount
      of
      $1,000,000, which shall be secured by all of the assets of Target pursuant
      to a
      Security Agreement in substantially the form of Exhibit B hereto, and (ii)
      by
      the grant to Seller of a License Agreement valued at $1,500,000 in substantially
      the form of Exhibit C hereto (the "License Agreement").

     

    (c)           The
      Closing The
      closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Foley and Lardner in
      Tampa, Florida, commencing at 9:00 a.m. local time on the second business day
      following the satisfaction or waiver of all conditions to the obligations of
      the
      Parties to consummate the transactions contemplated hereby (other than
      conditions with respect to actions the respective Parties will take at the
      Closing itself) or such other date as the Buyers and the Requisite Seller may
      mutually determine (the “Closing Date”); provided, however, that the
      Closing Date shall be no earlier than July 10, 2007.

     

    (d)           Deliveries
      at the Closing At
      the
      Closing, (i) the Seller will deliver to the Buyers the various certificates,
      instruments, and documents referred to in this Agreement, (ii) the Buyers will
      deliver to the Seller the various certificates, instruments, and documents
      referred to in this Agreement, (iii) Seller will deliver to the Buyers and
      Target stock certificates representing Target Shares as specified in §2(b)
      above, endorsed in blank or accompanied by duly executed assignment documents,
      (iv) the Buyers will deliver to Seller the consideration specified in §2(b)
      above, and (v) Target will deliver to Seller the consideration specified in
      §2(b) above.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    3.           Representations
      and Warranties Concerning the  Transaction.

     

    (a)           Representations
      and Warranties of the Seller Seller
      represents and warrants to the Buyers that the statements contained in this
      §3(a) are correct and complete as of the date of this Agreement and will be
      correct and complete as of the Closing Date (as though made then and as though
      the Closing Date were substituted for the date of this Agreement throughout
      this
§3(a)) with respect to himself or itself, except as set forth in Annex I
      attached hereto.

     

    (i)           Organization
      of Seller.  If the Seller is a corporation, the Seller is duly
      organized, validly existing, and in good standing under the laws of the
      jurisdiction of its incorporation.

     

    (ii)           Authorization
      of Transaction. The Seller has full power and authority (including, if the
      Seller is a corporation, full corporate power and authority) to execute and
      deliver this Agreement and to perform his or its obligations hereunder. This
      Agreement constitutes the valid and legally binding obligation of the Seller,
      enforceable in accordance with its terms and conditions. The Seller need not
      give any notice to, make any filing with, or obtain any authorization, consent,
      or approval of any government or governmental agency in order to consummate
      the
      transactions contemplated by this Agreement.

     

    (iii)           Noncontravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which the Seller
      is subject or, if the Seller is a corporation, any provision of its charter
      or
      bylaws or (B) conflict with, result in a breach of, constitute a default under,
      result in the acceleration of, create in any party the right to accelerate,
      terminate, modify, or cancel, or require any notice under any agreement,
      contract, lease, license, instrument, or other arrangement to which the Seller
      is a party or by which he or it is bound or to which any of his or its assets
      is
      subject.

     

    (iv)           Brokers’
      Fees. The Seller has no Liability or obligation to pay any fees or
      commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement for which the Buyers could become liable or
      obligated.

     

    (v)           Target
      Shares.  The Seller holds of record and owns beneficially the
      Target Shares free and clear of any restrictions on transfer (other than any
      restrictions under the Securities Act and state securities laws), Taxes,
      Security Interests, options, warrants, purchase rights, contracts, commitments,
      equities, claims, and demands. The Seller is not a party to any option, warrant,
      purchase right, or other contract or commitment that could require the Seller
      to
      sell, transfer, or otherwise dispose of any capital stock of the Target (other
      than this Agreement). The Seller is not a party to any voting trust, proxy,
      or
      other agreement or understanding with respect to the voting of any capital
      stock
      of the Target.

     

    (b)           Representations
      and Warranties of the Buyers The
      Buyers represent and warrant to the Seller that the statements contained in
      this
§3(b) are correct and complete as of the date of this Agreement and will be
      correct and jointly and severally complete as of the Closing Date (as though
      made then and as though the Closing Date were substituted for the date of this
      Agreement throughout this §3(b)), except as set forth in Annex II attached
      hereto.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    (i)           Authorization
      of Transaction.  The Buyers have full power and authority
      (including full corporate power and authority) to execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement constitutes
      the valid and legally  binding obligation of the Buyers, enforceable
      in accordance with its terms and conditions. The Buyers need not give any notice
      to, make any filing with, or obtain any authorization, consent, or approval
      of
      any government or governmental agency in order to consummate the transactions
      contemplated by this Agreement.

     

    (ii)           Noncontravention.
      Neither the execution and the delivery of this Agreement, nor the
      consummation of the transactions contemplated hereby, will (A) violate any
      constitution, statute, regulation, rule, injunction, judgment, order, decree,
      ruling, charge, or other restriction of any government, governmental agency,
      or
      court to which the Buyers is subject or any provision of its charter or bylaws
      or (B) conflict with, result in a breach of, constitute a default under, result
      in the acceleration of, create in any party the right to accelerate, terminate,
      modify, or cancel, or require any notice under any agreement, contract, lease,
      license, instrument, or other arrangement to which the Buyers is a party or
      by
      which it is bound or to which any of its assets is subject.

     

    (iii)           Brokers’
      Fees. The Buyers have no Liability or obligation to pay any fees or
      commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement for which any Seller could become liable or
      obligated.

     

    (iv)           Investment.  The
      Buyers are not acquiring the Target Shares with a view to or for sale in
      connection with any distribution thereof within the meaning of the Securities
      Act.

     

    4.           Pre-Closing
      Covenants The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing.

     

    (a)           General
      Each
      of
      the Parties will use his or its reasonable best efforts to take all action
      and
      to do all things necessary in order to consummate and make effective the
      transactions contemplated  by this Agreement (including satisfaction,
      but not waiver, of the closing conditions set forth in §7 below).

     

    (b)           Notices
      and Consents The
      Seller will cause each of the Target and its Subsidiaries to give any notices
      to
      third parties, and will cause each of the Target and its Subsidiaries to use
      its
      reasonable best efforts to obtain any third-party consents, that the Buyers
      reasonably may request in connection with the matters referred to in §4(c)
      above. Each of the Parties will (and the Seller will cause each of the Target
      and its Subsidiaries to) give any notices to, make any filings with, and use
      its
      reasonable best efforts to obtain any authorizations, consents, and approvals
      of
      governments and governmental agencies in connection with the matters referred
      to
      in §3(a)(iii) and §3(b)(ii).

     

    (c)           Full
      Access Seller
      will permit, and the Seller will cause each of the Target and its Subsidiaries
      to permit, representatives of the Buyers to have full access at all
      reasonable  times, and in a manner so as not to interfere with the
      normal business operations of the Target and its Subsidiaries, to all premises,
      properties, personnel, books, records (including Tax records), contracts, and
      documents of or pertaining to each of the Target and its
      Subsidiaries.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    (d)           Exclusivity
      The
      Seller will not (and the Seller will not cause or permit any of the Target
      and
      its Subsidiaries to) (i) solicit, initiate, or encourage the submission of
      any
      proposal or offer from any Person relating to the acquisition of any capital
      stock or other voting securities, or any substantial portion of the assets
      of,
      any of the Target and its Subsidiaries (including any acquisition structured
      as
      a merger, consolidation, or share exchange) or (ii) participate in any
      discussions or negotiations regarding, furnish any information with respect
      to,
      assist or participate in, or facilitate in any other manner any effort or
      attempt by any Person to do or seek any of the foregoing. The Seller will not
      vote its Target Shares in favor of any such acquisition structured as a merger,
      consolidation, or share exchange. The Seller will notify the Buyers immediately
      if any Person makes any proposal, offer, inquiry, or contact with respect to
      any
      of the foregoing.

     

    5.           Post-Closing
      Covenants The
      Parties agree as follows with respect to the period following the
      Closing.

     

    (a)           General
      In
      case
      at any time after the Closing any further action is necessary or desirable
      to
      carry out the purposes of this Agreement, each of the Parties will take such
      further action (including the execution and delivery of such further instruments
      and documents) as any other Party reasonably may request, all at the sole cost
      and expense of the requesting Party (unless the requesting Party is entitled
      to
      indemnification therefor under §7 below). The Seller acknowledges and agrees
      that from and after the Closing the Buyers will be entitled to possession of
      all
      documents, books, records (including Tax records), agreements, and financial
      data of any sort relating to the Target and its Subsidiaries.

     

    (b)           Litigation
      Support In
      the
      event and for so long as any Party actively is contesting or defending against
      any action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or demand in connection with (i) any transaction contemplated under this
      Agreement or (ii) any fact, situation, circumstance, status, condition,
      activity, practice, plan, occurrence, event, incident, action, failure to act,
      or transaction on or prior to the Closing Date involving any of the Target
      and
      its Subsidiaries, each of the other Parties will  cooperate with him
      or it and his or its counsel in the contest or defense, make available their
      personnel, and provide such testimony and access to their books and records
      as
      shall be necessary in connection with the contest or defense, all at the sole
      cost and expense of the contesting or defending Party (unless the contesting
      or
      defending Party is entitled to indemnification therefor under §7
      below).

     

    (c)           Transition
      Seller
      will not take any action that is designed or intended to have the effect of
      discouraging any lessor, licensor, customer, supplier, or other business
      associate of any of the Target and its subsidiaries from maintaining the same
      business relationships with the Target and its Subsidiaries after the Closing
      as
      it maintained with the Target and its Subsidiaries prior to the Closing. Each
      of
      the Seller will refer all customer inquiries relating to the businesses of
      the
      Target and its Subsidiaries to the Buyers from and after the
      Closing.

     

    6.           Conditions
      to Obligation to Close.

     

    (a)           Conditions
      to Obligation of the Buyers The
      obligation of the Buyers to consummate the transactions to be performed by
      it in
      connection with the Closing is subject to  satisfaction of the
      following conditions:

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    (i)           the
      representations and warranties set forth in §3(a) above shall be true and
      correct in all material respects at and as of the Closing Date;

     

    (ii)           no
      action, suit, or proceeding shall be pending before any court or quasi-judicial
      or administrative agency of any federal, state, local, or foreign jurisdiction
      or before any arbitrator wherein an unfavorable injunction, judgment, order,
      decree, ruling, or charge would (A) prevent consummation of any of the
      transactions contemplated by this Agreement, (B) cause any of the transactions
      contemplated by this Agreement to be rescinded following consummation, (C)
      affect adversely the right of the Buyers to own the Target Shares and to control
      the Target and its Subsidiaries, or (D) affect adversely the right of any of
      the
      Target and its Subsidiaries to own its assets and to operate its businesses
      (and
      no such injunction, judgment, order, decree, ruling, or charge shall be in
      effect);

     

    (iii)           the
      Seller shall have delivered to the Buyers a certificate to the effect that
      each
      of the conditions specified above in §7(a)(i)-(ii) is satisfied in all
      respects;

     

    (iv)           the
      Parties shall have entered into the License Agreement; and

     

    (v)           the
      Buyers shall have received the resignations, effective as of the Closing, of
      each director and officer of the Target other than one director specified by
      Seller which director shall hold office for a minimum of one year from the
      date
      of closing and then hold office until Target holds its annual
      meeting.

     

    The
      Buyers may waive any condition specified in this §6(a) if it executes a writing
      so stating at or prior to the Closing.

     

    (b)           Conditions
      to Obligation of the Seller The
      obligation of the Seller to consummate the transactions to be performed by
      them
      in connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (i)           the
      representations and warranties set forth in §3(b) above shall be true and
      correct in all material respects at and as of the Closing Date;

     

    (ii)           the
      Buyers shall have performed and complied with all of its covenants hereunder
      in
      all material respects through the Closing;

     

    (iii)           no
      action, suit, or proceeding shall be pending [or threatened] before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (A) prevent consummation of
      any
      of the transactions contemplated by this Agreement or (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation (and no such injunction, judgment, order, decree, ruling, or charge
      shall be in effect);

     

    (iv)           the
      Buyers shall have delivered to the Seller  a certificate to the effect
      that each of the conditions specified above in §7(b)(i)-(iii) is satisfied in
      all respects;

     

    (v)           all
      actions to be taken by the Buyers in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be reasonably satisfactory in form and substance to the Seller.

     

    The
      Seller may waive any condition specified in this §6(b) if they execute a writing
      so stating at or prior to the Closing.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    7.           Remedies
      for Breaches of This Agreement.

     

    (a)           Survival
      of Representations and Warranties. All
      of
      the representations and warranties of the Seller contained in §3(a) shall
      survive the Closing hereunder and continue in full force and effect for a period
      of twelve months thereafter. All of the other  representations and
      warranties of the Parties contained in this Agreement shall survive the Closing
      (even if the damaged Party knew or had reason to know of any misrepresentation
      or breach of warranty at the time of Closing) and continue in full force and
      effect forever thereafter (subject to any applicable statutes of
      limitations).

     

    (b)           Indemnification
      Provisions for Benefit of the Buyers. In
      the
      event Seller breaches (or in the event any third party alleges facts that,
      if
      true, would mean the Seller has breached) any of its representations,
      warranties, and covenants contained herein, and, if there is an applicable
      survival period pursuant to §7(a) above, provided that the Buyers make a written
      claim for indemnification against the Seller pursuant to this §7 within such
      survival period, then the Seller agrees to indemnify the Buyers from and against
      the entirety of any Adverse Consequences the Buyers may suffer through and
      after
      the date of the claim for indemnification resulting from, arising out of,
      relating to, in the nature of, or caused by the breach (or the alleged breach);
      provided, however, that the Seller shall not have any obligation to indemnify
      the Buyers from and against any Adverse Consequences resulting from, arising
      out
      of, relating to, in the nature of, or caused by the breach (or alleged breach)
      of any representation or warranty of the Seller until the Buyers have suffered
      Adverse Consequences by reason of all such breaches (or alleged breaches) in
      excess of a $20,000 aggregate threshold (at which point the Seller will be
      obligated to indemnify the Buyers from and against all such Adverse Consequences
      relating back to the first dollar), and in no event shall Seller be obligated
      to
      indemnify Buyers hereunder for any amount in excess of the aggregate cash
      consideration paid to Seller for the Target Shares or Redemption
      Shares.

     

    (c)           Indemnification
      Provisions for Benefit of the Seller In
      the
      event the Buyers breaches (or in the event any third party alleges facts that,
      if true, would mean the Buyers has breached) any of its representations,
      warranties, and covenants contained herein, and, if there is an applicable
      survival period pursuant to §7(a) above, provided that any of the Seller makes a
      written claim for indemnification against the Buyers pursuant to this §7 within
      such survival period, then the Buyers agrees to indemnify each of the Seller
      from and against the entirety of any Adverse Consequences the Seller may suffer
      through and after the date of the claim for indemnification resulting from,
      arising out of, relating to, in the nature of, or caused by the breach (or
      the
      alleged breach).

     

    (d)           Matters
      Involving Third Parties.

     

    (i)           If
      any third party shall notify any Party (the “Indemnified Party”) with respect to
      any matter (a “Third Party Claim”) which may give rise to a claim for
      indemnification against any other Party (the “Indemnifying Party”) under this
§8, then the Indemnified Party shall promptly notify each Indemnifying Party
      thereof in writing; provided, however, that no delay on the part of the
      Indemnified Party in notifying any Indemnifying Party shall relieve the
      Indemnifying Party from any obligation hereunder unless (and then solely to
      the
      extent) the Indemnifying  Party thereby is prejudiced.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (ii)           Any
      Indemnifying Party will have the right to defend the Indemnified Party against
      the Third Party Claim with counsel of its choice reasonably satisfactory to
      the
      Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified
      Party in writing within 15 days after the Indemnified Party has given notice
      of
      the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
      Party from and against the entirety of any Adverse Consequences the Indemnified
      Party may suffer resulting from, arising out of, relating to, in the nature
      of,
      or caused by the Third Party Claim, (B) the Indemnifying Party provides the
      Indemnified Party with evidence reasonably acceptable to the Indemnified Party
      that the Indemnifying Party will have the financial resources to defend against
      the Third Party Claim and fulfill its indemnification obligations hereunder,
      (C)
      the Third Party Claim involves only money damages and does not seek an
      injunction or other equitable relief, (D) settlement of, or an adverse judgment
      with respect to, the Third Party Claim is not, in the good faith judgment of
      the
      Indemnified Party, likely to establish a precedential custom or practice
      materially adverse to the continuing business interests of the Indemnified
      Party, and (E) the Indemnifying Party conducts the defense of the Third Party
      Claim actively and diligently.

     

    (iii)           So
      long as the Indemnifying Party is conducting the defense of the Third Party
      Claim in accordance with §7(d)(ii) above, (A) the Indemnified Party may retain
      separate co-counsel at its sole cost and expense and participate in the defense
      of the Third Party Claim, (B) the Indemnified Party will not consent to the
      entry of any judgment or enter into any settlement with respect to the Third
      Party Claim without the prior written consent of the Indemnifying Party (not
      to
      be withheld unreasonably), and (C) the Indemnifying Party will not consent
      to
      the entry of any judgment or enter into any settlement with respect to the
      Third
      Party Claim without the prior written consent of the Indemnified Party (not
      to
      be withheld unreasonably).

     

    (iv)           In
      the event any of the conditions in §7(d)(ii) above is or becomes unsatisfied,
      however, (A) the Indemnified Party may defend against, and consent to the entry
      of any judgment or enter into any settlement with respect to, the Third Party
      Claim in any manner it reasonably may deem appropriate (and the Indemnified
      Party need not consult with, or obtain any consent from, any Indemnifying Party
      in connection  therewith), (B) the Indemnifying Parties will reimburse
      the Indemnified Party promptly and periodically for the costs of defending
      against the Third Party Claim (including reasonable attorneys’ fees and
      expenses), and (C) the Indemnifying Parties will remain responsible for any
      Adverse Consequences the Indemnified Party may suffer resulting from, arising
      out of, relating to, in the nature of, or caused by the Third Party Claim to
      the
      fullest extent provided in this §7.

     

    (e)           Determination
      of Adverse Consequences The
      Parties shall take into account the time cost of money using the then applicable
      prime interest rate plus 4% as the discount rate in determining Adverse
      Consequences for purposes of this §7. All indemnification payments under this §7
      shall be deemed adjustments to the Purchase Price.

     

    (f)           Other
      Indemnification Provisions Subject
      to §8(n), the foregoing indemnification provisions are the sole and exclusive
      remedy any Party may have for breach of representation, warranty, or covenant
      set forth in this agreement.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    8.           Miscellaneous.

     

    (a)           Press
      Releases and Public Announcements No
      Party
      shall issue any press release or make any public announcement relating to the
      subject matter of this Agreement without the prior written approval of the
      Buyers and the Seller; provided, however, that any Party may make any public
      disclosure it believes in good faith is required by applicable law or any
      listing or trading agreement concerning its publicly-traded securities (in
      which
      case the disclosing Party will use its best efforts to advise the other Parties
      prior to making the disclosure).

     

    (b)           No
      Third-Party Beneficiaries This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.

     

    (c)           Entire
      Agreement This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement among the Parties and supersedes any prior understandings, agreements,
      or representations by or among the Parties, written or oral, to the extent
      they
      related in any way to the subject matter hereof.

     

    (d)           Succession
      and Assignment This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of his or its rights, interests, or
      obligations hereunder without the prior written approval of the Buyers and
      the
      Seller; provided, however, that the Buyers may (i) assign any or all of its
      rights and interests hereunder to one or more of its Affiliates and (ii)
      designate one or more of its Affiliates to perform its obligations hereunder
      (in
      any or all of which cases the Buyers nonetheless shall remain responsible for
      the performance of all of its obligations hereunder).

     

    (e)           Counterparts
      This
      Agreement may be executed in one  or more counterparts, each of which
      shall be deemed an original but all of which together will constitute one and
      the same instrument.

     

    (f)           Headings
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (g)           Notices
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given if (and then two business days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth below:

     

    
      	 	
              If
                to the Seller:

              Innovative
                Software Technologies, Inc.

              911
                Ranch Road 620 North

              Suite
                204

              Lakeway,
                TX 78734

              Attn:
                Christopher J. Floyd

            	
              Copy
                to:

            	
               

              Foley
                & Lardner

              100
                North Tampa Street

              Suite
                2700

              Tampa,
                FL 33602

              Attn:
                Curt P. Creely

            


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              If
                to the Buyers:

              AcXess,
                Inc.

              3701
                FAU Blvd

              Suite
                210

              Boca
                Raton, FL 33431

              Attn:
                Tom Elowson

            	
              Copy
                to:

            	
               

              Zimmerman
                Zimmerman & Miceli P.A.

              737
                East Atlantic Blvd

              Pompano
                Beach, FL  33060

              Attn:
                Stephen Zimmerman

               

            


    

    


    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication shall be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. Any Party may change
      the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties notice
      in the manner herein set forth.

     

    (h)           Governing
      Law This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Florida without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Florida or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Florida.

     

    (i)           Amendments
      and Waivers No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Buyers and the Requisite Seller. No waiver
      by any Party of any default,  misrepresentation, or breach of warranty
      or covenant hereunder, whether intentional or not, shall be deemed
      to  extend to any prior or subsequent default, misrepresentation, or
      breach of warranty or covenant hereunder or affect in any way any rights arising
      by virtue of any prior or subsequent such occurrence.

     

    (j)           Severability
      Any
      term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other
      jurisdiction.

     

    (k)           Expenses
      Each
      of
      the Parties, the Target, and its Subsidiaries will bear his or its own costs
      and
      expenses (including legal fees and expenses) incurred in connection with this
      Agreement and the transactions contemplated hereby. The Seller agree that none
      of the Target and its Subsidiaries has borne or will bear any of the Seller’
costs and expenses (including any of their legal fees and expenses) in
      connection with this Agreement or any of the  transactions
      contemplated hereby.

     

    (l)           Construction
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      Party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local, or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. The Parties intend that each representation, warranty,
      and
      covenant contained herein shall have independent significance. If any Party
      has
      breached any representation, warranty, or covenant contained herein in any
      respect, the fact that there exists another representation, warranty, or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) which the Party has not breached shall not detract from or
      mitigate the fact that the Party is in breach of the first representation,
      warranty, or covenant.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (m)           Incorporation
      of Exhibits, Annexes, and Schedules The
      Exhibits, Annexes, and Schedules identified in this Agreement are incorporated
      herein by reference and made a part hereof.

     

    (n)           Specific
      Performance Each
      of
      the Parties acknowledges and agrees that the other Parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their  specific terms or otherwise are
      breached. Accordingly, each of the Parties agrees that the other Parties shall
      be entitled to an injunction or injunctions to prevent breaches of the
      provisions of this Agreement and to enforce specifically this Agreement and
      the
      terms and provisions hereof in any action instituted in any court of the United
      States or any state thereof having jurisdiction over the Parties and the matter
      in addition to any other remedy to which they may be entitled, at law or in
      equity.

     

    (o)           Submission
      to Jurisdiction Each
      of
      the Parties submits to the jurisdiction of any state or federal court sitting
      in
      Texas, having the appropriate venue in accordance with applicable law, in any
      action or proceeding arising out of or relating to this Agreement and agrees
      that all claims in respect of the action or proceeding may be heard and
      determined in any such court. Each Party also agrees not to bring any action
      or
      proceeding arising out of or relating to this Agreement in any other court.
      Each
      of the Parties waives any defense of inconvenient forum to the maintenance
      of
      any action or proceeding so brought and waives any bond, surety, or other
      security that might be required of any other Party with respect
      thereto.

     

    *   *   *   *   *

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of the
      date first above written.

     

    
      	 	
              AcXess,
                Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Thomas J. Elowson

            
	 	 	
              Thomas
                J. Elowson

            
	 	 	
              President

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Thomas J. Elowson

            
	 	 	
              Thomas
                J. Elowson

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Raymon Leitz

            
	 	 	
              Raymond
                Leitz

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Helge Solberg

            
	 	 	
              Helge
                Solberg

            
	 	 	 
	 	 	 
	 	
              Innovative
                Software Technologies, Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Christopher J. Floyd

            
	 	 	
              Christopher
                J. Floyd

            
	 	 	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    SECURED
      PROMISSORY NOTE

    


    


    
      	
              $1,000,000

            	
              Tampa,
                Florida

            
	 	
              _____________,_____,
                2007

            


    

    


    


    FOR
      VALUE RECEIVED, ACXESS, INC., a
      Florida corporation (the “Borrower”), hereby agrees to pay to INNOVATIVE
      SOFTWARE TECHNOLOGIES, INC. (the “Holder”), at 911 Ranch Road 620 North, Suite
      204, Austin, Texas, 78734, or at such other place as the Holder may designate
      in
      writing from time to time, the principal sum of ONE MILLION DOLLARS
      ($1,000,000.00), together with interest on the principal balance of this
      obligation from time to time remaining unpaid, at the rate and at the times
      provided in this Note.  All payments required by this Note must be by
      legal tender of the United States of America.

    


    1.           Interest.  The
      outstanding principal amount of this Note shall bear interest beginning on
      the
      date of this Note at a rate equal to ten percent (10%) per annum, calculated
      on
      the basis of a 360-day year for the actual number of days elapsed through the
      actual payment date.  Interest shall accrue and be paid at maturity
      with the principal balance.  Notwithstanding anything contained
      herein, from and after the occurrence and during the continuance of an Event
      of
      Default pursuant to Section 5 below, this Note shall bear interest on the due
      and unpaid principal amount at the rate (the “Default Rate”) equal to the lower
      of sixteen percent (16%) per annum or, if lower, the highest rate permitted
      by
      law

    


    2.           Security.  This
      Note is secured by certain assets of Borrower pursuant to a Security Agreement
      of even date herewith between Borrower and Holder.

    


    3.           Method
      of Repayment.  The total amount of this Note shall be paid in one
      payment two (2) years from the date of this Note.

    


    4.           Prepayments.  This
      Note may be prepaid at Borrower’s option without the consent of the Holder,
      either in whole or in part, at any time and from time to time without premium
      or
      penalty.

    


    5.           Events
      of Default.  For purposes of this Note, an “Event of Default”
is:  (i) a failure to pay any portion of the principal amount or
      interest on this Note when due, (ii) any event or condition shall occur which
      (A) results in the acceleration of the maturity of any long-term debt (other
      than the Note), equipment lease line, or real estate lease of Borrower, or
      (B)
      enables (or, with the giving of notice or lapse of time or both, would enable)
      the holder of such long-term debt, equipment lease line, or real estate lease,
      or any or person acting on such holder’s behalf, to accelerate the maturity
      thereof; (iii) admission by the Borrower of its inability to pay its debts
      generally as they become due or otherwise acknowledges its insolvency; (iv)
      the
      filing of a petition in bankruptcy by the Borrower or the execution by the
      Borrower of a general assignment for the benefit of creditors; (v) the filing
      against the Borrower of a petition in bankruptcy or a petition for relief under
      the provisions of the federal bankruptcy code or another state or federal law
      for the relief of debtors and the continuation of such petition without
      dismissal for a period of ninety (90) days or more, (vi) the Borrower’s ceasing
      to carry on business, (vii) the sale, transfer, or other disposition of all
      or
      substantially all of the assets of the Borrower or a merger, acquisition,
      consolidation or similar transaction which results in the Borrower’s
      stockholders immediately prior to such transaction holding less than fifty
      percent (50%) of the voting power of the surviving, continuing or purchasing
      entity; or (viii) a breach by Borrower of any covenant, condition, or obligation
      contained in the Stock Purchase Agreement of even date herewith between Borrower
      and Holder or the Licensing Agreement of even date herewith between Borrower
      and
      Holder.  If an Event of Default occurs, the Holder may declare all of
      the outstanding principal amount of this Note, including any interest due
      thereon, to be due and payable immediately.  The Borrower shall pay
      interest on such amount in cash at the Default Rate to the Holder if such amount
      is not paid within two (2) days of Holder’s request.  The remedies
      under this Note shall be cumulative.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    6.           Waivers.  No
      delay on the part of the Holder in exercising any right or remedy hereunder
      shall operate as a waiver of such right or remedy.  No single or
      partial exercise of a right or remedy shall preclude other or further exercise
      of that or any other right or remedy.  The failure of the Holder to
      insist upon the strict performance of any term of this Note, or to exercise
      any
      right or remedy hereunder, shall not be construed as a waiver or relinquishment
      by the Holder for the future of that term, right or remedy.  No waiver
      of any right of the Holder hereunder shall be effective unless in writing
      executed by the Holder.

    


    7.           Severability.  The
      unenforceability or invalidity of any provision or provisions of this Note
      as to
      any persons or circumstances shall not render that provision or those provisions
      unenforceable or invalid as to any other provisions or circumstances, and all
      provisions hereof, in all other respects, shall remain valid and
      enforceable.

    


    8.           WAIVER
      OF JURY TRIAL.  THE BORROWER AND THE HOLDER ACKNOWLEDGE THAT THE
      RIGHT TO TRIAL BY JURY MAY BE WAIVED.  EACH PARTY, AFTER CONSULTING
      (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
      KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO
      TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
      ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE.

    


    9.           Binding
      Effect.  This Note shall be binding on and inure to the benefit of
      the parties hereto and their respective successors and assigns.

    


    10.           Governing
      Law and Venue.  This Note shall be governed by and construed in
      accordance with the laws of the State of Florida, without reference to
      principles of choice of law thereunder.  The venue for any judicial or
      arbitration proceedings arising out of this Note or the obligations hereunder
      shall be in the state courts of the State of Texas located in Travis County,
      Texas.

    


    11.           Compliance
      With Usury Laws.  As it is the intent of all parties to this
      transaction to abide by the interest limitations of any applicable usury law,
      it
      is expressly agreed, anything herein to the contrary notwithstanding, that
      the
      Holder shall not be allowed or entitled to collect any interest (or any sum
      which is considered interest by law) which is in excess of any legal rate
      applicable hereto.  Should any amount be collected hereunder which
      would cause the interest to exceed said lawful rate, such part of said amount
      in
      excess of the lawful rate shall automatically be credited to principal, or,
      if
      all principal amounts have been paid, shall be refunded to
      Borrower.  The provisions of this Note are hereby modified to the
      extent necessary to conform with the limitations and provisions of this
      paragraph.  This paragraph shall govern over all other provisions in
      any document or agreement now or hereafter existing.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    12.           Documentary
      Stamp Tax Liability.  The Holder shall pay any and all
      documentary stamp tax and/or any other excise tax due and payable on this Note.
      The Holder shall further indemnify and save harmless Borrower from any
      documentary stamp tax or intangibles tax assessed by the State of Florida with
      respect to this Note, including, without limitation, any penalties and
      interest.

    


    13.           Costs.  In
      the event that this Note is collected by law or through attorneys at law, or
      under advice therefrom, the Borrower hereby agrees to pay all costs of
      collection, including reasonable attorneys’ fees an costs, whether or not suit
      is brought, and whether incurred in connection with collection, trial, appeal,
      bankruptcy or other creditors’ proceedings or otherwise.

    


    14.           Application
      of Payments.  All principal, interest and any other amounts due
      under this Note shall be payable in lawful money of the United States of America
      at the place or places above stated.  All payments shall be credited
      first to costs and expenses, if any, incurred by Holder in collecting any
      amounts due hereunder, second to any late payment charges and interest accrued
      at the Default Rate (as defined above), third to past due interest, fourth
      to
      principal and any other amounts due hereunder.

    


    IN
      WITNESS WHEREOF, the Borrower has
      executed and delivered this Note effective as of the date stated
      above.

    


    


    
      	 	
              BORROWER:

            
	 	 	 
	 	
              ACXESS,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
              
	 	Name:	
              Thomas
                J. Elowson

            
	 	Title: 	
              President

            


    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT (this “Agreement”) is made and entered into
      as of the _____ day of ______, 2007, by and between AcXess,
      Inc., a Florida corporation ("AcXess"), and Innovative
      Software Technologies, Inc., a California corporation ("Secured
      Party").

     

    Recitals

     

    WHEREAS,
      Pursuant to that certain Stock Purchase Agreement of even date herewith among
      AcXess, Secured Party, Tom Elowson, Ray Leitz, and Helge Solberg (the “Stock
      Purchase Agreement”), AcXess has executed a Secured Promissory Note of even
      date herewith in favor of Secured Party in the principal amount of One Million
      Dollars ($1,000,000) (the “Note”).

     

    WHEREAS,
      Secured Party has required, as a condition to entering into the transactions
      contemplated by the Stock Purchase Agreement, that AcXess grant Secured Party
      a
      first priority security interest in all of AcXess’s assets and property, and to
      that end has required the execution and delivery of this Agreement by
      AcXess.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements
      contained in the Note and herein, the parties hereto, intending to be legally
      bound, agree as follows:

     

    1.           Incorporation
      of Recitals, Purchase Agreement, and Note.  The foregoing
      Recitals, the Note, and the Guarantee Agreement, and the terms and provisions
      thereof, are hereby incorporated herein in their entirety by this
      reference.

     

    2.           Definitions.  The
      following terms shall have the meanings set forth below:

     

    “Obligations”
      means each and every debt, liability, and obligation of every type and
      description, including without limitation any debt, liability, and obligation
      arising under or in connection with the Note and Stock Purchase Agreement,
      and
      the related documents entered into in connection therewith, which AcXess may
      now
      or at any time hereafter owe to Secured Party, whether such debt, liability,
      or
      obligation now exists or is hereafter created or incurred and whether it is
      or
      may be direct or indirect, due or to become due, absolute or contingent, primary
      or secondary, liquidated or unliquidated, independent, joint, several, or joint
      and several.

     

    “Security
      Interest” has the meaning given in Section 3.

     

    “Collateral”
      means all assets and personal and fixture property of any kind and nature
      whatsoever now owned or hereafter acquired by AcXess, whether tangible or
      intangible, including without limitation all of AcXess’s right, title, and
      interest in and to the property and assets listed on Exhibit A, including
      all proceeds thereof and all increases, substitutions, replacements, additions,
      and accretions thereof.

     

    3.           Security
      Interest. To secure payment of the Obligations, AcXess hereby
      irrevocably pledges and assigns to, and grants Secured Party a first priority
      security interest (the “Security Interest”), with power of sale to the
      extent permitted by law, in the Collateral. 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    4.           Representations
      and Warranties. AcXess represents and warrants as
      follows:

     

    (a)   Authority.  AcXess
      has authority to enter into this Security Agreement and any person signing
      it on
      AcXess’s behalf has been duly authorized to take such action.

     

    (b)  
      Financing Statements.  Except for the financing statements in
      favor of Secured Party, and the financing statements in favor of Gulf Pointe
      Capital, LLC, at the time of granting the security interest described herein,
      no
      financing statement covering the Collateral or any portion thereof will be
      on
      file in any public office and AcXess agrees not to execute or authorize the
      filing of any such additional financing statement in favor of any person, entity
      or governmental agency (whether federal, state or local) other than Secured
      Party as long as any portion of the Obligations evidenced by the Note remain
      unpaid.

     

    (c)  
      Legal Name.  AcXess’s exact legal name is as set forth in the
      first paragraph of this Security Agreement.  AcXess shall not change
      its legal name or its form of organization without thirty (30) days’ prior
      written notice to Secured Party.

     

    5.           Covenants
      and Agreements.  AcXess covenants and agrees as
      follows:

     

    (a)  
      Restrictions Future Agreements.  AcXess agrees that until the
      Obligations shall have been satisfied in full, AcXess shall not, without Secured
      Party’s prior written consent, assign, transfer, encumber or otherwise dispose
      of the Collateral, or any interest therein, or enter into any agreement (for
      example, a license agreement) which is inconsistent with AcXess’s obligations
      under this Agreement, and AcXess further agrees that it will not take any
      action, or permit any action to be taken by others subject to its control,
      including licensees, or fail to take any action, which would affect the validity
      or enforcement of the rights transferred to Secured Party under this
      Agreement.

     

    (b)  
      Defense.  AcXess shall at its own expense and using
      commercially reasonable efforts, protect and defend the Collateral against
      all
      claims or demands.

     

    (c)  
      Maintenance.  AcXess shall at all times and at its own expense
      maintain and keep, or cause to be maintained and kept, the Collateral in good
      repair, working order, and condition; pay and discharge when due all taxes,
      license fees, levies and other charges upon it; and not permit it to be used
      in
      violation of any applicable law, regulation or policy of insurance.

     

    (d)  
      Secured Party’s Right to Take Action.  If AcXess fails to
      perform or observe any of its covenants or agreements set forth in this Section
      5, or if AcXess notifies Secured Party that it intends to abandon any part
      of
      the Collateral, Secured Party may (but need not) perform or observe such
      covenant or agreement or take steps to prevent such intended abandonment on
      behalf and in the name, place and stead of AcXess (or, at Secured Party’s
      option, in Secured Party’s own name) and may (but need not) take any and all
      other actions which Secured Party may reasonably deem necessary to cure or
      correct such failure or prevent such intended abandonment.

     

    (e)  
      Costs and Expenses.  Except to the extent that the effect of
      such payment would be to render any loan or forbearance of money usurious or
      otherwise illegal under any applicable law, AcXess shall pay Secured Party
      on
      demand the amount of all moneys expended and all costs and expenses (including
      reasonable attorneys’ fees and disbursements) incurred by Secured Party in
      connection with or as a result of Secured Party’s taking action under
      subsection 5(d) or exercising its rights under Section 7, together with
      interest thereon from the date expended or incurred by Secured
      Party.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    (f)  
      Power of Attorney.  To facilitate Secured Party’s taking action
      under subsection 5(d) and exercising its rights under Section 7, AcXess
      hereby irrevocably appoints (which appointment is coupled with an interest)
      Secured Party, or its representatives or agents, as the attorney-in-fact of
      AcXess with the right (but not the duty) from time to time to create, prepare,
      complete, execute, deliver, endorse, or file, in the name and on behalf of
      AcXess, any and all instruments, documents, applications, financing statements,
      and other agreements and writings required to be obtained, executed, delivered
      or endorsed by AcXess under this Section 5, or, necessary for Secured
      Party, after an Event of Default, to enforce or use the Collateral, or to sell,
      assign, transfer, pledge, encumber or otherwise transfer title in or dispose
      of
      the Collateral to any third party. AcXess hereby ratifies all that such attorney
      shall lawfully do or cause to be done by virtue hereof.  The power of
      attorney granted herein shall terminate upon the payment in full and performance
      of all Obligations.

     

    6.           Events
      of Default. Each of the following occurrences shall constitute an event of
      default under this Agreement (herein called “Event of
      Default”):

     

    (a)  
      an Event of Default, as defined in the Note, shall occur; or

     

    (b)  
      AcXess shall fail promptly to observe or perform any covenant or agreement
      herein binding on it; or

     

    (c)  
      AcXess shall fail to perform under the existing equipment lease with Gulf Pointe
      Capital, LLC; or

     

    (d)  
      there is any levy, seizure, or attachment of all or any portion of the
      Collateral; or

     

    (e)  
      any of the representations or warranties contained in Section 4 shall prove
      to
      have been incorrect in any material respect when made.

     

    7.           Remedies.  Upon
      the occurrence of an Event of Default and at any time thereafter, Secured Party
      may, at its option, take any or all of the following actions:

     

    (a)  
      exercise any or all remedies available under this Agreement, the Note, or the
      Guarantee Agreements; or

     

    (b)  
      sell, assign, transfer, pledge, encumber, or otherwise dispose of the
      Collateral; or

     

    (c)  
      incur expenses, including attorneys' fees at the regular hourly rates of Secured
      Party's counsel from time to time in effect, legal expenses and costs for the
      exercise of any right or power under this Security Agreement, which expenses
      are
      secured by this Security Agreement.

     

    8.           Miscellaneous.  TIME
      IS OF THE ESSENCE in this Security Agreement.  This Agreement can be
      waived, modified, amended, terminated or discharged, and the Security Interest
      can be released, only explicitly in a writing signed by Secured
      Party.  A waiver signed by Secured Party shall be effective only in
      the specific instance and for the specific purpose given. Mere delay or failure
      to act shall not preclude the exercise or enforcement of any of Secured Party’s
      rights or remedies. All rights and remedies of Secured Party shall be cumulative
      and may be exercised singularly or concurrently, at Secured Party’s option, and
      the exercise or enforcement of any one such right or remedy shall neither be
      a
      condition to nor bar the exercise or enforcement of any
      other.  Secured Party shall not be obligated to preserve any rights
      AcXess may have against prior parties, to realize on the Collateral at all
      or in
      any particular manner or order, or to apply any cash proceeds of the Collateral
      in any particular order of application. This Agreement shall be binding upon
      and
      inure to the benefit of AcXess and Secured Party and their respective
      participants, successors, and assigns and shall take effect when signed by
      AcXess and Secured Party, and AcXess waives notice of Secured Party’s acceptance
      hereof.  This Agreement shall be governed by the internal law of the
      State of Florida without regard to conflicts of law provisions. If any provision
      or application of this Agreement is held unlawful or unenforceable in any
      respect, such illegality or unenforceability shall not affect other provisions
      or applications which can be given effect and this Agreement shall be construed
      as if the unlawful or unenforceable provision or application had never been
      contained herein or prescribed hereby. All representations and warranties
      contained in this Agreement shall survive the execution, delivery and
      performance of this Agreement and the creation and payment of the
      Obligations.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    9.           Waiver
      of Jury Trial:  ACXESS HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVES THE RIGHT ACXESS MAY HAVE TO A TRIAL BY JURY IN RESPECT
      OF
      ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS
      AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
      OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
      WRITTEN) OR ACTIONS OF EITHER PARTY.  THIS PROVISION IS A MATERIAL
      INDUCEMENT FOR SECURED PARTY ENTERING INTO THIS AGREEMENT.

     

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed and delivered this
      Security Agreement as of the date and year first written above.

     

    
      	 	
              SECURED
                PARTY:

            
	 	 	 
	 	
              Innovative
                Software Technologies, Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
              
	 	
              Name:

            	
              Christopher
                J. Floyd

            
	 	
              Title

            	
              Chief
                Financial Officer

            
	 	 	 
	 	 	 
	 	
              ACXESS:

            
	 	 	 
	 	
              AcXess,
                Inc.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
              
	 	
              Name:

            	
              Thomas
                J. Elowson

            
	 	
              Title:

            	
              President

            


    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    Collateral

     

    (a)           All
      accounts, consisting of every right to payment for goods or other property
      of
      any kind sold or leased or for services rendered or for any other transaction,
      whether or not the right to payment has been earned by performance, and
      including without limitation every account receivable, all purchase orders,
      all
      interest in goods the sale or lease of which gives rise to the right to payment
      (including returned or repossessed goods and unpaid seller's rights), and the
      rights pertaining to such goods, including the right to stoppage in transit,
      every right to payment under any contract, and every lien, guaranty, or security
      interest that secures a right to payment for any of the foregoing
      ("Accounts");

     

    (b)           All
      chattel paper, consisting of a writing or writings evidencing both a monetary
      obligation and a security interest in or lease of goods, together with any
      guarantees, letters of credit, and other security therefore ("Chattel
      Paper");

     

    (c)           Deposit
      Accounts, as that term is defined in the Revised Uniform Commercial Code, as
      in
      effect in the State of Florida (the “UCC”);

     

    (d)           All
      inventory of whatever kind, as that term is used in the UCC
      (“Inventory”), including without limitation all goods held by the Company
      for sale or lease, goods furnished or to be furnished under a contract for
      service, and supplies, packaging, raw materials, goods in transit,
      work-in-process, and materials used or consumed or to be used or consumed in
      the
      Company’s business, or in the processing, packaging, or shipping of same, all
      finished goods, and all property, the sale or lease of which has given rise
      to
      Accounts, Chattel Paper, or Instruments, and that has been returned to the
      Company or repossessed by the Company or stopped in transit, and all warranties
      and related claims, credits, setoffs, and other rights of recovery with respect
      to any of the foregoing;

     

    (e)           All
      equipment, including without limitation all equipment, machinery, and other
      property held for use in or purchased for the Company’s business, together with
      all increases, parts, fittings, accessories, repair equipment, and special
      tools
      now or later affixed to, or used in connection with, that property, all
      transferable rights of the Company to the licenses and warranties (express
      and
      implied) received from the sellers and manufacturers of the foregoing property,
      all related claims, credits, setoffs, and other rights of recovery
      (“Equipment”);

     

    (f)           All
      instruments, including without limitation every instrument of any kind, as
      that
      term is used in the UCC, and includes every promissory note, negotiable
      instrument, certificated security, or other writing that evidences a right
      to
      payment of money, that is not a lease or security agreement, and that is
      transferred in the ordinary course of business by delivery with any necessary
      assignment or endorsement (“Instruments”);

     

    (g)           Investment
      Property, as that term is defined in the UCC (“Investment
      Property”);

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    (h)           All
      documents, including without limitation any paper that is treated in the regular
      course of business as adequate evidence that the person in possession of the
      paper is entitled to receive, hold, and dispose of the goods the paper covers,
      including warehouse receipts, bills of lading, certificates of title, and
      applications for certificates of title (“Documents”);

     

    (i)           All
      general intangibles of any kind, as that term is used in the UCC (“General
      Intangibles”), and includes without limitation all intangible personal
      property other than Accounts, Documents, Instruments, and Chattel Paper, and
      includes without limitation money, contract rights, corporate or other business
      records, deposit accounts, inventions, designs, formulas, patents, patent
      applications, service marks, trademarks, trade names, trade secrets, engineering
      drawings, goodwill, rights to prepaid expenses, registrations, franchises,
      copyrights, licenses, customer lists, computer programs and other software,
      source code, tax refund claims, royalty, licensing and product rights, all
      claims under guarantees, security interests or other security held by or granted
      to Debtor to secure payment of any of the Accounts by an Account Debtor, all
      indemnification rights, and rights to retrieval from third parties of
      electronically processed and recorded data pertaining to any Collateral, things
      in action, items, checks, drafts, and orders in transit to or from Debtor,
      credits or deposits of Debtor (whether general or special) that are held by
      Secured Party;

     

    (j)           Supporting
      obligations, as that term is defined in the UCC (“Supporting
      Obligations”); and

     

    (k)           To
      the extent not listed above as original collateral, proceeds and products of
      the
      foregoing.

     

    Without
      in any way limiting the generality of the foregoing, the Collateral includes
      all
      intellectual property of the Company, including its Copyrights (as defined
      below), Patents (as defined below), and Trademarks (as defined
      below).

     

    ”Copyrights”
      means all types of protective rights granted (or applications therefor) for
      any
      work that constitutes copyrightable subject matter recognized under federal
      law
      and all comparable rights recognized in foreign jurisdictions or conventions
      or
      by treaty.

     

    “Patents”
      means all types of exclusionary or protective rights granted (or applications
      therefor) for inventions, patents, patent applications, and all reissues and
      extensions thereof and all renewals, divisions, continuations and
      continuations-in-part thereof, recognized under federal law and all comparable
      rights recognized in foreign jurisdictions or conventions or by
      treaty.

     

    “Trademarks”
      means (a) all trademarks, trade names, corporate names, company names, business
      names, fictitious business names, trade styles, service marks, logos, internet
      domain names and other sources of business identifiers used in any country
      in
      the world, whether registered or unregistered, and the goodwill associated
      therewith, now existing or hereafter acquired, and (b) all registrations,
      recordings and renewals thereof, and all applications in connection therewith,
      issued by, filed in or otherwise recognized by a national, state, or foreign
      governmental authority or any foreign jurisdiction or convention or by
      treaty.

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    NON-EXCLUSIVE
      LICENSE AGREEMENT

     

    THIS
      NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made and entered into this
      _____ day of ______, 2007, by and between AcXess, Inc., a Florida corporation
      (hereafter, "Licensor"), and Innovative Software Technologies, Inc. a California
      corporation (hereafter, “Licensee”).

     

    W
      I T N E S S E T H :

    


    WHEREAS,
      Licensor is the inventor and owner of all rights in those patents listed in
      Appendix A attached hereto (hereinafter, the “Invention”);
      and

     

    WHEREAS,
      Licensee desires to acquire a non-exclusive, royalty-free, license to exploit
      the Invention; and Licensor is willing to grant such a license under the
      conditions set forth hereafter.

     

    NOW,
      THEREFORE, the parties do mutually agree as follows:

     

    1.           Definitions

     

    (a) 
       “Affiliate(s)” shall mean any and all means, as to any specified person or
      entity, any other person or entity that directly or indirectly controls, or
      is
      under common control with, or is controlled by, such specified person or entity
      and, if such other person is an individual, any member of the immediate family
      of such individual.  As used in this definition, “control” (including,
      with its correlative meanings, “controlled by” and “under common control with”)
      shall mean possession, directly or indirectly, of power to direct or cause
      the
      direction of the management or policies (whether through ownership of securities
      or partnership or other ownership interests, by contract, or otherwise) and
      “immediate family” shall mean any parent, child, grandchild, spouse, or
      sibling.

     

    (b) 
       “Patent(s)” shall mean those patent(s) filed for application or expected
      to be filed as listed in Appendix A and any U.S. or foreign patents covering
      “Improvements” as defined below.

     

    (c)  
       “Technical Information” shall mean any and all documents containing design
      and technical information, engineering or production information, drawings,
      plans, specifications, techniques, methods, processes, trade secrets, reports,
      models, codes, software, works of authorship, and any and all other material
      and
      matter used by or in possession of Licensor and his Affiliates and applicable
      to
      the design, manufacture, assembly, service and sale of the
      Invention.  Technical Information shall not include any software code
      developed after the date of execution of this Agreement.

     

    (d)   
      "Know-how” shall mean the general and specific knowledge, experience and
      information known to Licensor and his Affiliates, not in written or printed
      form, applicable to the design, manufacture, assembly, service and sale of
      the
      Invention.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    (e)  
      "Improvement” shall mean any modification of a process, machine, manufacture or
      composition of matter that relates to the Invention, whether developed,
      invented, or disclosed prior to the date of this Agreement or at any time
      hereafter, and whether or not patented or patentable.

     

    (f)  
      "Licensed Product” means any product, service, system, or process which, if
      made, used, sold, or commercialized by Licensee or a sublicensee would, but
      for
      Licensee's rights under this Agreement, constitute an infringement of a valid
      claim of a Patent in the relevant jurisdiction.

     

    2.           Grant

     

    (a)  
      Licensor hereby grants to Licensee royalty-free, non-exclusive worldwide right
      and license under the Patents and any Improvements to make, have made, use,
      sell
      and otherwise commercialize Licensed Products, with restricted rights on the
      part of Licensee to grant sublicenses.

     

    (b)  
      Licensor shall furnish Licensee with all Technical Information and Know-how
      owned by or in the possession of Licensor which is applicable to the Licensed
      Products, and provide such further engineering and other technical assistance
      as
      Licensor may reasonably request in order to refine, modify, and commercialize
      the invention.  Licensor may charge Licensee mutually agreeable
      market-based rates for services provided under this section 2.2.

     

    (c)  
      Licensor will immediately disclose any Improvement, modification or development
      of the Invention to Licensee.

     

    (d)  
      Licensor hereby grants to Licensee “Best Pricing” on its current and future
      products and services.

     

    3.           Sublicenses

     

    (a)  
      Termination under any of the provisions of Article 6 of this Agreement shall
      terminate all sublicenses which may have been granted by Licensee. Any
      sublicense granted by Licensee shall contain provisions corresponding to those
      of this paragraph respecting termination.

     

    (b)  
      The granting by Licensee of sublicenses under the Patents shall be in the
      discretion of Licensor, and Licensor shall have the power to determine whether
      or not to grant sublicenses, and to determine the royalty rates, terms and
      conditions of such sublicenses, with said decisions not to be unreasonably
      withheld by Licensor.

     

    4.           Consideration
      for License.

     

    As
      consideration for the rights and licenses granted in this Agreement, Licensor
      shall receive 1,500,000 shares of Licensor common stock currently held by
      Licensee.  Sublicense royalty rates, licensee sales commissions, and
      terms and conditions shall be determined from time to time by the
      Licensor.

     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    5.           Records

     

    Licensee
      agrees to keep records of sale or other disposition of Licensed Products by
      Licensee and any sublicensees with respect to which royalty payments hereunder
      are to be made, in sufficient detail to enable the royalties payable hereunder
      by Licensee to be determined, and further agrees to permit its books and records
      to be examined from time to time to the extent necessary to verify the reports
      provided for in Article 4 above, such examination to be made at the expense
      of
      Licensor by Licensor himself or any auditor appointed by Licensor.

     

    6.           Term
      and Termination

     

    (a)  
      This Agreement shall remain in force until the expiration of the last of the
      Patents to expire.

     

    (b)  
      This Agreement may be terminated by the mutual written agreement of Licensor
      and
      Licensee.

     

    7.           Infringement
      by Others

     

    Licensor
      shall have sole authority to institute actions for infringement of the Patent(s)
      against third parties. Licensor shall exercise control over and bear the costs
      of any such actions, and shall be entitled to retain the entire amount of any
      recovery by way of judgment or settlement. Licensee may, at its option, join
      Licensor as plaintiff in any such action; and Licensee shall cooperate fully
      with Licensor in any such action.

     

    8.           Assignment

     

    Neither
      this Agreement nor any license or rights hereunder shall be assignable or
      otherwise transferable by Licensee hereto without the prior written consent
      of
      the Licensor; provided, however, that nothing herein shall preclude or require
      consent for the transfer by Licensee of

     

    
      	
               

            	
              (i)

            	
              any
                or all of its rights under this Agreement to any entity controlled
                by or
                under common control with Licensee,
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              all
                of its rights under this Agreement to any successor by way of merger,
                consolidation or the acquisition of substantially all of the business
                and
                assets of Licensee related to the Licensed Products, provided that
                such
                transferee assumes all of the obligations and liabilities of Licensee
                under this Agreement.

            


    

     

    9.           Representations
      by Licensor

     

    Licensor
      covenants, represents and warrants:

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              that,
                Licensor is the exclusive owner of all rights to the Invention that
                no
                other person or entity has any rights to the
                Invention;

            


    

     

    
      	
               

            	
              (ii)

            	
              that
                Licensor is the exclusive owner of all rights to the Patents and
                that no
                other person or entity has any rights to any of the
                Patents;

            


    

     

    
      	
               

            	
              (iii)

            	
              there
                are no outstanding options, licenses or agreements of any kind relating
                to
                the Invention or to the manufacture, use or sale of the Licensed
                Products
                or Improvements;

            


    

     

    
      	
               

            	
              (iv)

            	
              that,
                except for the information contained in the Patents, the Invention
                has
                been kept secret and is not known to any third party who is not under
                a
                written agreement with Licensor to hold the information in
                confidence;

            


    

     

    
      	
               

            	
              (v)

            	
              that
                Licensor can perform as set forth in this Agreement without violating
                the
                terms of any agreement he has with any third
                party.

            


    

     

    10.           Indemnity

     

    Licensor
      agrees to indemnify Licensee against all loss, damages or expense (including
      but
      not limited to Licensee's attorneys' fees) that Licensee may suffer or incur
      as
      a result of Licensee's exercise of its rights under this Agreement.

     

    11.           Confidentiality

     

    Licensor
      agrees that the existence of this Agreement shall be held in strict confidence,
      and that no information concerning this Agreement shall be disclosed by Licensor
      to any third party without the written consent of Licensee. Information shall
      not be considered confidential, nor subject to this Section 11 if it can be
      demonstrated to have been in the public domain prior to the date of the
      disclosure of such information to Licensee by Licensor, or to have become part
      of the public domain by publication of a Patent or by any other means except
      an
      unauthorized act or omission by Licensor.

     

    12.           Miscellaneous

     

    (a)  
      This Agreement constitutes the entire understanding and agreement of and between
      the parties with respect to the subject matter hereof, and supersedes all prior
      representations and agreements; and there are no conditions to this Agreement
      which are not set forth herein.

     

    (b)  
      This Agreement shall not be modified or varied by any oral agreement or
      representation or otherwise than by an instrument in writing of subsequent
      date
      hereto duly executed by the parties.

     

    (c)  
      Failure of either party to insist upon strict performance of any of the
      covenants, terms or conditions of this Agreement shall not be deemed to be
      a
      waiver of any other breach or default in the performance of the same or any
      other covenant, term or condition contained therein; and the waiver of any
      breach of this Agreement by either party hereto shall in no event constitute
      a
      waiver as to any future breach, whether similar or dissimilar in
      nature.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    (d)  
      All notice, requests, demands and other communications hereunder shall be in
      English and shall be given in writing and shall be:  (i) personally
      delivered; (ii) sent by telecopier, facsimile transmission or other electronic
      means of transmitting written documents with confirmation of receipt; or (iii)
      sent to the parties at their respective addresses indicated herein by registered
      or certified mail, return receipt requested and postage prepaid, or by private
      overnight mail courier services with confirmation of receipt.  The
      respective addresses to be used for all such notices, demands or requests are
      as
      follows:

     

     

    (i)            
      If to Licensee:

     

    Innovative
      Software Technologies, Inc.

    Attn:
      Christopher J. Floyd

    911
      Ranch
      Road 620 North, Suite 204

    Austin,
      TX  78734

    Fax:  866-887-0582

     

    Or
      to
      such other person or address as Licensee shall furnish to Licensor in
      writing.

     

     

    If
      to
      Licensor:

     

    AcXess,
      Inc.

    Attn:  Thomas
      J. Elowson

    3701
      FAU
      Blvd., Suite 210

    Boca
      Raton, FL  33431

    Fax:

    


     

    Or
      to
      such other person or address as Licensor shall furnish to Licensee in
      writing.

     

    If
      personally delivered, such communication shall be deemed delivered upon actual
      receipt by the “attention” addressees or persons authorized to accept for such
      addressees; if transmitted by facsimile pursuant to this paragraph, such
      communication shall be deemed delivered the next business day after transmission
      (and sender shall bear the burden of proof of delivery); if sent by overnight
      courier pursuant to this paragraph, such communication shall be deemed delivered
      upon receipt by the “attention” addressees or persons authorized to accept for
      such addressees; and if sent by mail pursuant to this paragraph, such
      communication shall be deemed delivered as of the date of delivery indicated
      on
      the receipt issued by the relevant postal service, or, if the addressee fails
      or
      refuses to accept delivery, as of the date of such failure or
      refusal.  Any party to this Agreement may change its address for the
      purposes of this Agreement by giving notice thereof in accordance with this
      paragraph.

     

    (e)  
      This Agreement shall be governed and construed in accordance with
      the
      laws, without reference to principles of conflicts of laws, of the State of
      Texas.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement
      below.

     

    


    
      	
              AcXess,
                Inc.

            	 
	 	 
	 	 
	 
              	 
	
              Thomas
                J. Elowson

            	 
	
              President

            	 
	 	 
	 	 
	
              Innovative
                Software Technologies, Inc.

            	 
	 	 
	 	 
	 
              	 
	
              Christopher
                J. Floyd

            	 
	
              Chief
                Financial Officer

            	 


    


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    APPENDIX
      A – PATENTS

    


    


    For
      the
      purposes of this Agreement, Intellectual Property shall mean the
      following:

    


     

    1.      Patent
      Pending:

     

    SYSTEM
      AND METHOD FOR PROVIDING BUSINESS CONTINUITY THROUGH SECURE E-MAIL

     

    Filed
      on
      or about February 7, 2007

     

     

    2.      Patent
      to be filed:

     

    SYSTEM
      AND METHOD FOR WORKING IN A VIRTUALIZED COMPUTING ENVIRONMENT THROUGH SECURE
      ACCESS

     

    Expected
      to be filed on or about 45 days after signing of this agreement.