##### 



2.1
    
    Award means the grant of any Incentive Stock Option, Nonqualified Stock Option,
Reload Option, or Restricted Stock whether granted singly or in combination (each
individually referred to herein as an Incentive).2.2
    
    Award Agreement means a written agreement between a Participant and the Company which
sets out the terms of the grant of an Award.2.3
    
    Award Period means the period set forth in the Award Agreement with respect to a
Stock Option during which the Stock Option may be exercised, which shall commence on the
Date of Grant and expire at the time set forth in the Award Agreement.2.4
    
    Board means the board of directors of the Company.2.5
    
    Code means the Internal Revenue Code of 1986, as amended.2.6
    
    Committee means the committee appointed or designated by the Board to administer the
Plan in accordance with Article 3 of this Plan.2.7
    
    Common Stock means the common stock, par value $0.01 per share, which the Company is
currently authorized to issue or may in the future be authorized to issue, or any
securities into which or for which the common stock of the Company may be converted or
exchanged, as the case may be, pursuant to the terms of this Plan.2.8
    
    Company means Axcess International Inc., a Delaware Corporation, and any successor
entity.




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2.9
    
    Consultant means any person performing advisory or consulting services for the
Company or a Subsidiary, with or without compensation, to whom the Company chooses to grant
an Award in accordance with the Plan, provided that bona fide services must be rendered by
such person and such services shall not be rendered in connection with the offer or sale of
securities in a capital raising transaction.2.10
    
    Corporation means any entity that (i) is defined as a corporation under Code Section
7701 and (ii) is the Company or is in an unbroken chain of corporations (other than the
Company) beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing a majority of the total combined
voting power of all classes of stock in one of the other corporations in the chain. For
purposes of clause (ii) hereof, an entity shall be treated as a corporation if it
satisfies the definition of a corporation under Section 7701 of the Code.2.11
    
    Date of Grant means the effective date on which an Award is made to a Participant as
set forth in the applicable Award Agreement; provided, however, that solely for purposes of
Section 16 of the 1934 Act and the rules and regulations promulgated thereunder, the Date
of Grant of an Award shall be the date of stockholder approval of the Plan if such date is
later than the effective date of such Award as set forth in the Award Agreement.2.12
    
    Employee means common law employee (as defined in accordance with the Regulations and
Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any
Subsidiary of the Company.2.13
    
    Fair Market Value means, as of a particular date, (a) if the shares of Common Stock
are listed on a national securities exchange, the closing sales price per share of Common
Stock on the consolidated transaction reporting system for the principal securities
exchange for the Common Stock on that date, or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was so reported, (b)
if the shares of Common Stock are not so listed but are quoted on the Nasdaq National
Market System, the closing sales price per share of Common Stock on the Nasdaq National
Market System on that date, or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so reported, (c) if the Common
Stock is not so listed or quoted, the mean between the closing bid and asked price on that
date, or, if there are no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by Nasdaq, or, if not reported by
Nasdaq, by the National Quotation Bureau, Inc., or (d) if none of the above is applicable,
such amount as may be determined by the Board (acting on the advice of an Independent Third
Party, should the Board elect in its sole discretion to utilize an Independent Third Party
for this purpose), in good faith, to be the fair market value per share of Common Stock.Independent Third Party means an individual or entity independent of the Company having
experience in providing investment banking or similar appraisal or valuation services and
with expertise generally in the valuation of securities or other property for purposes of
this Plan. The Board may utilize one or more Independent Third Parties.2.14
    
    Incentive Stock Option means an incentive stock option within the meaning of Section
422 of the Code, granted pursuant to this Plan.2.15
    
    Nonpublicly Traded means not listed on a national securities exchange registered with
the Securities and Exchange Commission or designated for trading on the Nasdaq National
Market.2.16
    
    Nonqualified Stock Option means a nonqualified stock option, granted pursuant to this
Plan, to which Section 421 of the Code does not apply.2.17
    
    Option Price means the price which must be paid by a Participant upon exercise of a
Stock Option to purchase a share of Common Stock.2.18
    
    Outside Director means a director of the Company who is not an Employee.2.19
    
    Participant means an Employee, Consultant, or Outside Director of the Company or a
Subsidiary to whom an Award is granted under this Plan.




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2.20
    
    Plan means this AXCESS INTERNATIONAL Inc. 2005 Equity Incentive Plan, as amended from
time to time.2.21
    
    Reload Stock Option means a Nonqualified Stock Option or an Incentive Stock Option
granted pursuant to Section 8.3(b) hereof.2.22
    
    Reporting Participant means a Participant who is subject to the reporting
requirements of Section 16 of the 1934 Act.2.23
    
    Restricted Stock means shares of Common Stock issued or transferred to a Participant
pursuant to Section 6.5 of this Plan which are subject to restrictions or limitations set
forth in this Plan and in the related Award Agreement.2.24
    
    Retirement means any Termination of Service solely due to retirement upon or after
attainment of age sixty-five (65), or permitted early retirement as determined by the
Committee.2.25
    
    Stock Option means a Nonqualified Stock Option, a Reload Stock Option or an Incentive
Stock Option.2.26
    
    Subsidiary means (i) any corporation in an unbroken chain of corporations beginning
with the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing a majority of the total combined voting power of all
classes of stock in one of the other corporations in the chain, (ii) any limited
partnership, if the Company or any corporation described in item (i) above owns a majority
of the general partnership interest and a majority of the limited partnership interests
entitled to vote on the removal and replacement of the general partner, and (iii) any
partnership or limited liability company, if the partners or members thereof are composed
only of the Company, any corporation listed in item (i) above or any limited partnership
listed in item (ii) above.Subsidiaries means more than one of any such corporations, limited partnerships,
partnerships or limited liability companies.2.27
    
    Termination of Service occurs when a Participant who is an Employee ceases to or a
Consultant of the Company or any Subsidiary shall cease to serve as an Employee or
Consultant of the Company and its Subsidiaries, for any reason; or, when a Participant who
is an Outside Director of the Company or a Subsidiary shall cease to serve as a director of
the Company and its Subsidiaries for any reason. Except as may be necessary or desirable
to comply with applicable federal or state law, a Termination of Service shall not be
deemed to have occurred when a Participant who is an Employee becomes a Consultant or an
Outside Director or vice versa. If, however, a Participant who is an Employee and who has
an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of
Service, and if that Participant does not exercise the Incentive Stock Option within the
time required under Code section 422 upon ceasing to be an Employee, the Incentive Stock
Option shall thereafter become a Nonqualified Stock Option.2.28
    
    Total and Permanent Disability means a Participant is qualified for long-term
disability benefits under the Companys or Subsidiarys disability plan or insurance
policy; or, if no such plan or policy is then in existence or if the Participant is not
eligible to participate in such plan or policy, that the Participant, because of ill
health, physical or mental disability or any other reason beyond his or her control, is
unable to perform his or her duties of employment for a period of six (6) continuous
months, as determined in good faith by the Committee; provided that, with respect to any
Incentive Stock Option, Total and Permanent Disability shall have the meaning given it
under the rules governing Incentive Stock Options under the Code.




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5.1
    
    Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the
maximum number of shares of Common Stock that may be delivered pursuant to Awards granted
under the Plan is 5,000,000 shares. Shares to be issued may be made available from authorized
but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock
purchased by the Company on the open market or otherwise. During the term of this Plan, the
Company will at all times reserve and keep available the number of shares of Common Stock that
shall be sufficient to satisfy the requirements of this Plan.5.2
    
    Reuse of Shares. Subject to Section 5.2(c), if, and to the extent:
    
 6.1
    
    In General. The Company shall execute an Award Agreement with a Participant after the
Committee approves the issuance of an Award. Any Award granted pursuant to this Plan must be
granted within ten (10) years after the date of adoption of this Plan. The Plan shall be
submitted to the Companys stockholders for approval; however, the Committee may grant Awards
under the Plan prior to the time of stockholder approval. Any such Award granted prior to
such stockholder approval shall be made subject to such stockholder approval. The grant of an
Award to a Participant shall not be deemed either to entitle the Participant to, or to
disqualify the Participant from, receipt of any other Award under the Plan.6.2
    
    Stock Options. The grant of an Award of Stock Options shall be authorized by the Committee
and shall be evidenced by an Award Agreement setting forth: (i) the Incentive or Incentives
being granted, (ii) the total number of shares of Common Stock subject to the Incentive(s),
(iii) the Option Price, (iv) the Award Period, (v) the Date of Grant, (vi) resale restrictions
or limitation on resale, and (vii) such other terms, provisions, limitations, and performance
objectives, as are approved by the Committee, but not inconsistent with the Plan.6.3
    
    Option Price. The Option Price for any share of Common Stock which may be purchased under a
Nonqualified Stock Option for any share of Common Stock may be less than, equal to, or greater
than the Fair Market Value of the share on the Date of Grant. The Option Price for any share
of Common Stock which may be purchased under an Incentive Stock Option must be at least equal
to the Fair Market Value of the share on the Date of Grant.6.4
    
    Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to
any Employee which would permit the aggregate Fair Market Value (determined on the Date of
Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any
other plan of the Company and its Subsidiaries) are exercisable for the first time by such
Employee during any calendar year to exceed $100,000. To the extent any Stock Option granted
under this Plan which is designated as




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##### 



an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive
Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified
Stock Option. In such case, the Committee shall designate which stock will be treated as
Incentive Stock Option stock by causing the issuance of a separate stock certificate and
identifying such stock as Incentive Stock Option stock on the Companys stock transfer
records.6.5
    
    Restricted Stock. If Restricted Stock is granted to or received by a Participant under an
Award (including a Stock Option), the Committee shall set forth in the related Award
Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be
paid by the Participant for such Restricted Stock and the method of payment of the price,
(iii) the time or times within which such Award may be subject to forfeiture, (iv) specified
performance goals of the Company, a Subsidiary, any division thereof or any group of Employees
of the Company, or other criteria, which the Committee determines must be met in order to
remove any restrictions (including vesting) on such Award, and (v) all other terms,
limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent
with this Plan. The provisions of Restricted Stock need not be the same with respect to each
Participant. If the Committee establishes a purchase price for an Award of Restricted Stock,
the Participant must accept such Award within a period of thirty (30) days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the applicable Award
Agreement and paying such purchase price.
 (a)
    
    Legend on Shares. Each Participant who is awarded or receives Restricted
Stock shall be issued a stock certificate or certificates in respect of such shares
of Common Stock. Such certificate(s) shall be registered in the name of the
Participant, and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock, substantially as provided in
Section 15.11 of the Plan.(b)
    
    Restrictions and Conditions. Shares of Restricted Stock shall be subject to
the following restrictions and conditions:
 i.
    
    Subject to the other provisions of this
Plan and the terms of the particular Award Agreements, during such
period as may be determined by the Committee commencing on the Date
of Grant or the date of exercise of an Award (the Restriction
Period), the Participant shall not be permitted to sell, transfer,
pledge or assign shares of Restricted Stock. Except for
these limitations, the Committee may in its sole discretion, remove
any or all of the restrictions on such Restricted Stock whenever it
may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Award, such
action is appropriate.ii.
    
    Except as provided in sub-paragraph (i)
above or in the applicable Award Agreement, the Participant shall
have, with respect to his or her Restricted Stock, all of the rights
of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon. Certificates
for shares of Common Stock free of restriction under this Plan shall
be delivered to the Participant promptly after, and only after, the
Restriction Period shall expire without forfeiture in respect of
such shares of Common Stock or after any other restrictions imposed
in such shares of Common Stock by the applicable Award Agreement or
other agreement have expired. Certificates for the shares of Common
Stock forfeited under the provisions of the Plan and the applicable
Award Agreement shall be promptly returned to the Company by the
forfeiting Participant. Each Award Agreement shall require that each
Participant, in connection with the issuance of a certificate for
Restricted Stock, shall endorse such certificate in blank or execute
a stock power in form satisfactory to the Company in blank and
deliver such certificate and executed stock power to the Company.iii.
    
    The Restriction Period of Restricted
Stock shall commence on the Date of Grant or the date of exercise of
an Award, as specified in the Award Agreement, and, subject to
Article 12 of the Plan, unless otherwise established by the
Committee in the Award Agreement setting forth the terms of the
Restricted Stock, shall expire upon satisfaction of the conditions
set forth in the Award Agreement; such conditions may provide for
vesting based on (i) length of continuous service, (ii)




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achievement of specific business objectives, (iii) increases in
specified indices, (iv) attainment of specified growth rates, or (v)
other comparable measurements of Company performance, as may be
determined by the Committee in its sole discretion.iv.
    
    Except as otherwise provided in the
particular Award Agreement, upon Termination of Service for any
reason during the Restriction Period, the non-vested shares of
Restricted Stock shall be forfeited by the Participant. In the
event a Participant has paid any consideration to the Company for
such forfeited Restricted Stock, the Committee shall specify in the
Award Agreement that either (i) the Company shall be obligated to,
or (ii) the Company may, in its sole discretion, elect to, pay to
the Participant, as soon as practicable after the event causing
forfeiture, in cash, an amount equal to the lesser of the total
consideration paid by the Participant for such forfeited shares or
the Fair Market Value of such forfeited shares as of the date of
Termination of Service, as the Committee, in its sole discretion
shall select. Upon any forfeiture, all rights of a Participant with
respect to the forfeited shares of the Restricted Stock shall cease
and terminate, without any further obligation on the part of the
Company.
 6.6
    
    Maximum Individual Grants. No Participant may receive during any single grant of the Company
Awards covering an aggregate of more than 500,000 shares of Common Stock.
 
 7.1
    
    Award Period.
 (a)
    
    Subject to the other provisions of this Plan, the Committee shall specify in
the Award Agreement the Award Period for a Stock Option. No Stock Option granted under
the Plan may be exercised at any time after the end of its Award Period. The Award
Period for any Stock Option shall be no more than ten (10) years from the Date of Grant
of the Stock Option.(b)
    
    In the event of a Termination of Service of a Participant, the Award Period for
a Stock Option shall be reduced or terminated in accordance with the Award Agreement.
 7.2
    
    Vesting. The Committee, in its sole discretion, may determine that an Incentive will be
immediately vested in whole or in part, or that all or any portion may not be vested until a
date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more
specified events, subject in any case to the terms of the Plan. If the Committee imposes
conditions upon vesting, then, subsequent to the Date of Grant, the Committee may, in its sole
discretion, accelerate the date on which all or any portion of the Incentive may be vested.
 
 7.1
    
    In General. The Committee, in its sole discretion, may determine that a Stock Option will be
immediately exercisable, in whole or in part, or that all or any portion may not be exercised
until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or
more specified events, subject in any case to the terms of the Plan. If a Stock Option is
exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the
Stock Option shall be Restricted Stock which is subject to the applicable provisions of the
Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then
subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the
date on which all or any portion of the Stock Option may be exercised. No Stock Option may be
exercised for a fractional share of Common Stock. The granting of a Stock Option shall impose
no obligation upon the Participant to exercise that Stock Option.7.2
    
    Securities Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation of
the shares of Common Stock on a stock exchange or inter-dealer quotation system or any
registration under state or federal securities laws required under the circumstances has not
been accomplished.




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7.3
    
    Exercise of Stock Option.
 (a)
    
    Notice and Payment. Subject to such administrative regulations as the
Committee may from time to time adopt, a Stock Option may be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Common Stock
with respect to which the Stock Option is to be exercised and the date of exercise
thereof (the Exercise Date) which shall be at least three (3) days after giving such
notice unless an earlier time shall have been mutually agreed upon. On the Exercise
Date, the Participant shall deliver to the Company consideration with a value equal to
the total Option Price of the shares to be purchased, payable as provided in the Award
Agreement, which may provide for payment in any one or more of the following ways: (a)
cash or check, bank draft, or money order payable to the order of the Company, (b)
Common Stock (excluding Restricted Stock) owned by the Participant on the Exercise
Date, valued at its Fair Market Value on the Exercise Date, and which the Participant
has not acquired from the Company within six (6) months prior to the Exercise Date, (c)
so long as the Common Stock is not Nonpublicly Traded, by delivery (including by FAX)
to the Company or its designated agent of an executed irrevocable option exercise form
together with irrevocable instructions from the Participant to a broker or dealer,
reasonably acceptable to the Company, to sell certain of the shares of Common Stock
purchased upon exercise of the Stock Option or to pledge such shares as collateral for
a loan and promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay such purchase price, and/or (d) in any other form of valid
consideration that is acceptable to the Committee in its sole discretion.(b)
    
    Reload Stock Options. In the event that shares of Common Stock are delivered
by a Participant in payment of all or a portion of the exercise price of a Stock Option
as set forth in Section 8.3(a) above and/or shares of Common Stock are delivered to or
withheld by the Company in satisfaction of the Companys tax withholding obligations
upon exercise in accordance with Section 15.6 hereof, then, subject to Article 10
hereof, the Committee may authorize the automatic grant to a Participant so exercising
a Nonqualified Stock Option, a replacement Nonqualified Stock Option, and to a
Participant so exercising an Incentive Stock Option, a replacement Incentive Stock
Option (in either case, a Reload Stock Option), to purchase that number of shares so
delivered to or withheld by the Company, as the case may be, at an option exercise
price equal to the Fair Market Value per share of the Common Stock on the date of
exercise of the original Stock Option (subject to the provisions of the Plan regarding
Incentive Stock Options and, in any event not less than the par value per share of the
Common Stock). The option period for a Reload Stock Option will commence on its Date of
Grant and expire on the expiration date of the original Stock Option it replaces
(subject to the provisions of the Plan regarding Incentive Stock Options), after which
period the Reload Stock Option cannot be exercised. The Date of Grant of a Reload
Stock Option shall be the date that the Stock Option it replaces is exercised. A
Reload Stock Option shall automatically vest and be exercisable in full after the
expiration of six (6) months from its Date of Grant. It shall be a condition to the
grant of a Reload Stock Option that promptly after its Date of Grant, a stock option
agreement shall be delivered to the Participant and executed by the Participant and the
Company which sets forth the total number of shares subject to the Reload Stock Option,
the option exercise price, the option period of the Reload Stock Option and such other
terms and provisions as are consistent with the Plan.(c)
    
    Issuance of Certificate. Except as otherwise provided in Section 6.5 hereof
(with respect to shares of Restricted Stock) or in the applicable Award Agreement, upon
payment of all amounts due from the Participant, the Company shall cause certificates
for the Common Stock then being purchased to be delivered as directed by the
Participant (or the person exercising the Participants Stock Option in the event of
his death) at its principal business office promptly after the Exercise Date; provided
that if the Participant has exercised an Incentive Stock Option, the Company may at its
option retain physical possession of the certificate evidencing the shares
acquired upon exercise until the expiration of the holding periods described in Section
422(a)(1) of the Code. The obligation of the Company to deliver shares of Common Stock
shall, however, be subject to the condition that, if at any time the Committee shall
determine in its discretion that the listing, registration, or qualification of the
Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation
system or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary as a condition of, or in connection with,
the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the
Stock Option may not be exercised in whole or in part unless such listing,
registration,




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##### 



qualification, consent, or approval shall have been effected or obtained free of any
conditions not reasonably acceptable to the Committee.(d)
    
    Failure to Pay. If the Participant fails to pay for any of the Common Stock
specified in such notice or fails to accept delivery thereof, the Participants Stock
Option and right to purchase such Common Stock may be forfeited by the Company.
 8.4
    
    Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon
exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration
of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the
transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock
Option, or in any other disqualifying disposition within the meaning of Section 422 of the
Code, such Participant shall notify the Company in writing of the date and terms of such
disposition. A disqualifying disposition by a Participant shall not affect the status of any
other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of
Section 422 of the Code.




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12.1
    
    No Effect on Companys Authority. The existence of this Plan and Incentives granted
hereunder shall not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes
in the Companys capital structure and its business, or any merger or consolidation of the
Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to
or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or
warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.12.2
    
    Conversion of Incentives Where Company Survives. Subject to any required action by the
stockholders, if the Company shall be the surviving or resulting corporation in any merger,
consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to
the securities or rights (including cash, property, or assets) to which a holder of the number
of shares of Common Stock subject to the Incentive would have been entitled.12.3
    
    Exchange or Cancellation of Incentives Where Company Does Not Survive. In the event of any
merger, consolidation or share exchange pursuant to which the Company is not the surviving or
resulting corporation, there shall be substituted for each share of Common Stock subject to
the unexercised portions of outstanding Stock Options, that number of shares of each class of
stock or other securities or that amount of cash, property, or assets of the surviving,
resulting or consolidated company which were distributed or distributable to the stockholders
of the Company in respect to each share of Common Stock held by them, such outstanding Stock
Options to be thereafter exercisable for such stock, securities, cash, or property in
accordance with their terms.Notwithstanding the foregoing, however, all Stock Options may be canceled by the Company, in
its sole discretion, as of the effective date of any such reorganization, merger,
consolidation, or share exchange, or of any proposed sale of all or substantially all of the
assets of the Company, or of any dissolution or liquidation of the Company, by either:
 (a)
    
    giving notice to each holder thereof or his personal representative of its
intention to cancel such Stock Options and permitting the purchase during the thirty
(30) day period next preceding such effective date of any or all of the shares subject
to such outstanding Stock Options, including in the Boards discretion some or all of
the shares as to which such Stock Options would not otherwise be vested and
exercisable; or(b)
    
    paying the holder thereof an amount equal to a reasonable estimate of the
difference between the net amount per share payable in such transaction or as a result
of such transaction, and the exercise price per share of such Stock Option (hereinafter
the Spread), multiplied by the number of shares subject to the Stock Option. In
cases where the shares constitute, or would after exercise, constitute Restricted
Stock, the Company, in its discretion may include some or all of those shares in the
calculation of the amount payable hereunder. In estimating the Spread, appropriate
adjustments to give effect to the existence of the Stock Options shall be made,
such as deeming the Stock Options to have been exercised, with the Company
receiving the exercise price payable thereunder, and treating the shares receivable
upon exercise of the Options as being outstanding in determining the net amount per
share. In cases where the proposed transaction consists of the acquisition of assets
of the Company, the net amount per share shall be calculated on the basis of the net
amount receivable with respect to shares of Common Stock upon a distribution and
liquidation by the Company after giving effect to expenses and charges, including but
not limited to taxes, payable by the Company before such liquidation could be
completed.




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15.1
    
    Investment Intent. The Company may require that there be presented to and filed with it by
any Participant under the Plan, such evidence as it may deem necessary to establish that the
Incentives granted or the shares of Common Stock to be purchased or transferred are being
acquired for investment and not with a view to their distribution.15.2
    
    Nonpublicly Traded Common Stock. In the event a Participant receives, as Restricted Stock or
pursuant to the exercise of a Stock Option, shares of Common Stock that are Nonpublicly Traded
(as defined herein), the Committee may impose restrictions and conditions on the transfer or
other disposition of those shares. The restrictions and conditions may be reflected in the
Award Agreement or in a separate stockholders agreement.15.3
    
    No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan
shall confer upon any Participant any right with respect to continuance of employment by the
Company or any Subsidiary.15.4
    
    Indemnification of Board and Committee. No member of the Board or the Committee, nor any
officer or Employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board and the Committee, each officer of the
Company, and each Employee of the Company acting on behalf of the Board or the Committee
shall, to the extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination, or interpretation.15.5
    
    Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any person any right to be granted an Award or any other
rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly
authorized by the Committee and executed on behalf of the Company, and then only to the extent
and upon the terms and conditions expressly set forth therein.




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15.6
    
    Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the
contrary, the Company shall not be required to sell or issue shares of Common Stock under any
Incentive if the issuance thereof would constitute a violation by the Participant or the
Company of any provisions of any law or regulation of any governmental authority or any
national securities exchange or inter-dealer quotation system or other forum in which shares
of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act
and Section 162(m) of the Code); and, as a condition of any sale or issuance of shares of
Common Stock under an Incentive, the Committee may require such agreements or undertakings, if
any, as the Committee may deem necessary or advisable to assure compliance with any such law
or regulation. The Plan, the grant and exercise of Incentives hereunder, and the obligation
of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.15.7
    
    Lock-up Agreement. The Company may require that an Award Agreement include a provision
requiring a Participant to agree that in connection with an underwritten public offering of
Common Stock, upon the request of the Company or the principal underwriter managing such
public offering, no shares of Common Stock received by the Participant under such Award
Agreement may be sold, offered for sale or otherwise disposed of without the prior written
consent of the Company or such underwriter, as the case may be, for at least 180 days after
the effectiveness of the registration statement filed in connection with such offering, or
such longer period of time as the Board may determine, if all of the Companys directors and
officers agree to be similarly bound. The obligations under this Section 15.7 shall remain
effective for all underwritten public offerings with respect to which the Company has filed a
registration statement, provided, however, that this Section 15.7 shall cease to apply to any
such shares of Common Stock sold to the public pursuant to an effective registration statement
or an exemption from the registration requirements of the Securities Act in a transaction that
complied with the terms of the applicable Award Agreement.15.8
    
    Tax Requirements. The Company shall have the right to deduct from all amounts hereunder paid
in cash or other form, any Federal, state, or local taxes required by law to be withheld with
respect to such payments. The Participant receiving shares of Common Stock issued under the
Plan shall be required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock. Notwithstanding the
foregoing, in the event of an assignment of a Nonqualified Stock Option pursuant to Section
15.9, the Participant who assigns the Nonqualified Stock Option shall remain subject to
withholding taxes upon exercise of the Nonqualified Stock Option by the transferee to the
extent required by the Code or the rules and regulations promulgated thereunder. Such
payments shall be required to be made prior to the delivery of any certificate representing
such shares of Common Stock. Such payment may be made (i) by the delivery of cash to the
Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under
(iii) below) the required tax withholding obligation of the Company; (ii) if the Company, in
its sole discretion, so consents in writing, the actual delivery by the exercising Participant
to the Company of shares of Common Stock that the Participant has not acquired from the
Company within six months prior to the date of exercise, which shares so delivered have an
aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole
discretion, so consents in writing, the Companys withholding of a number of shares to be
delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate
fair market value that equals (but does not exceed) the required tax withholding payment; or
(iv) any combination of (i), (ii), or (iii).15.9
    
    Stock Option Assignability. Incentive Stock Options may not be transferred, assigned,
pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of
descent and distribution and may be exercised during the lifetime of the Participant only by
the Participant or the Participants legally authorized representative, and each Award
Agreement in respect of an Incentive Stock Option shall so provide. The designation by a
Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee
may waive or modify any limitation contained in the preceding sentences of this Section 15.9
that is not required for compliance with Section 422 of the Code.Except as otherwise provided herein, Nonqualified Stock Options may not be transferred,
assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or
the laws of descent and distribution. The Committee may, in its discretion, authorize all
or a portion of a Nonqualified Stock Option granted to a Participant to be on terms which
permit transfer by such Participant to (i) the spouse (or former spouse), children or
grandchildren of the Participant (Immediate Family Members), (ii) a trust or trusts for
the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the
only partners are (1) such Immediate Family Members and/or (2) entities which are controlled
by Immediate




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Family Members, (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3)
of the Code or any successor provision, or (v) a split interest trust or pooled income fund
described in Section 2522(c)(2) of the Code or any successor provision, provided that (x)
there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to
which such Nonqualified Stock Option is granted must be approved by the Committee and must
expressly provide for transferability in a manner consistent with this Section, and (z)
subsequent transfers of transferred Nonqualified Stock Options shall be prohibited except
those by will or the laws of descent and distribution.Following any transfer, any such Nonqualified Stock Option shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term Participant shall be
deemed to include the transferee. The events of Termination of Service shall continue to be
applied with respect to the original Participant, following which the Nonqualified Stock
Options shall be exercisable by the transferee only to the extent and for the periods
specified in the Award Agreement. The Committee and the Company shall have no obligation to
inform any transferee of a Nonqualified Stock Option of any expiration, termination, lapse
or acceleration of such Stock Option. The Company shall have no obligation to register with
any federal or state securities commission or agency any Common Stock issuable or issued
under a Nonqualified Stock Option that has been transferred by a Participant under this
Section 15.9.15.10
    
    Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives
granted under this Plan shall constitute general funds of the Company.15.11
    
    Legend. Each certificate representing shares of Restricted Stock issued to a Participant
shall bear the following legend, or a similar legend deemed by the Company to constitute an
appropriate notice of the provisions hereof (any such certificate not having such legend shall
be surrendered upon demand by the Company and so endorsed):On the face of the certificate:




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AXCESS INTERNATIONAL, INC.By:
    
    /S/ Allan GriebenowName:
    
    Allan GriebenowTitle:
    
    President and Chief Executive OfficerAttest:By:
    
    /S/ Allan FrankName:
    
    Allan FrankTitle:
    
    Chief Financial Officer