**Exhibit 10.3**

 

April 14, 2004

 

AXCESS Inc.

3208 Commander Drive

Dallas, Texas 75006

## Re:  Series J Preferred Stock

##  

Ladies and Gentlemen:

 

Ardinger, hereby notifies anddirects Axcess International Inc. (the “*Company*”) to convert Series I PreferredStock held by Ardinger effective March 31, 2004 into Voting Common Shares ofthe Company.

 

1.  Issuance of Common Shares.  Ardinger directs the Company to issue 9,648 shares of CommonStock in exchange for all shares of Series J Preferred Stock and all accrueddividends held by Ardinger at March 31, 2004.

 

2.  Securities Act Legend; Registration Rights.

 

2.1                     TheShares will not be registered under the Securities Act of 1933, as amended (the“*SecuritiesAct*”).  Certificatesrepresenting the Shares shall bear a restrictive legend substantially to theeffect of the following:

 

THESECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, OR APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES LAWS OF ANYOTHER JURISDICTION.  THEY MAY NOT BESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDERTHOSE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM.

 

3.  Representations and Warranties of Ardinger.  Ardinger hereby represents and warrants tothe Company as follows:

 

3.1                     Ardingeris acquiring the Shares for its own account, for investment and not with a viewto the distribution thereof within the meaning of the Securities Act.

 

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

 

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

 

3.4                     Ardingerunderstands that its investment hereunder involves substantial risks and representsand warrants that it has made such independent examinations and investigationsof the Company as it has deemed necessary in making its investment decision,and Ardinger further represents and warrants that it has had sufficient accessto the officers, directors, books and records of the Company as it has deemednecessary to conduct such examination and investigation and make suchinvestment decision.

 

3.5                     Ardingeris able to bear the economic risk of the investment contemplated by thisagreement and has such knowledge and experience in financial and businessmatters that it is capable of evaluating the merits and risks of the investmentcontemplated by this agreement.

 

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4.  Representations and Warranties of AXCESS Inc.  AXCESS hereby represents and warrants toArdinger as follows:

 

4.4         Axcess is in the process of registering thevoting common shares, which were established for the conversion of the Series IPreferred Stock.

4.5         Axcess will register all 9,648 sharesmentioned above within 90 days of the effective date of this agreement at theCompany’s expense.

4.6         Upon registration of said shares Ardinger maydispose of any / all shares at his will.

 

 
| Very truly  yours, |         |
|--------------------|--------------|
|               |         |
|               |         |
| H.T.  ARDINGER     | AXCESS, Inc. |
|               |         |
|               |         |
| By:                |         |   | By: | /s/ ALLAN  GRIEBENOW |   |
|               |         |
|               |         |
|               | Title:       |   |   |   | Title: Chief  Executive Officer |
|                    |              |  |  |  |  |  |  |  |  |

 

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