April 14, 2004
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,
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 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
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 ex