0000950134-06-006261 Sample Contracts

Ladies and Gentlemen:
2005 Preferred Stock Purchase Agreement • March 30th, 2006 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas

This Agreement sets forth the terms and conditions on which Axcess International Inc., a Delaware Corporation, of 3208 Commander Drive, Carrollton, Texas, 75006 (the “Company”) will issue and sell to , of (the “Purchaser”) shares of Series 2005 Preferred Stock of the Company, par value $0.01 per share (the “Preferred”) and Series 2005 Warrants (the “Warrants”) which provide the right to purchase shares of the Company’s Common Stock.

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Borrowed Employees and Advisory Agreement
Borrowed Employees and Advisory Agreement • March 30th, 2006 • Axcess International Inc/Tx • Services-computer integrated systems design • Texas

This Borrowed Employees and Advisory Agreement is made effective as of March 2006, between Amphion Innovations US Inc. (“AI”) and Axcess International, Inc. (“AXCESS”). AXCESS is publicly traded on the Bulletin Board as OTCBB: AXSI. AXCESS is a provider of hardware and software solutions in the security and transportation industry. AI will assist in a variety of areas relating to the investor relations and technology research for AXCESS under the following terms and conditions:

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