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 and
directs Axcess International Inc. (the “Company”) to convert Series I Preferred
Stock held by Ardinger effective March 31, 2004 into Voting Common Shares of
the Company.


 


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


 


2.  Securities Act Legend; Registration Rights.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


4.4         Axcess is in the process of registering the
voting common shares, which were established for the conversion of the Series I
Preferred Stock.


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


4.6         Upon registration of said shares Ardinger may
dispose 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