[Jackson Hole Letterhead]
December 18, 2003
3208 Commander Drive
Dallas, Texas 75006
Re: Series J Preferred Stock
Ladies and Gentlemen:
Jackson Hole, hereby notifies and directs Axcess International Inc. (the “ Company ”) to convert Series
J Preferred Stock held by Jackson Hole at December 15, 2003 into Voting Common Shares of the Company.
1. Issuance of Common Shares . Jackson Hole directs the Company to issue 68,208 shares of
Common Stock in exchange for all shares of Series J Preferred Stock and all accrued dividends held by Jackson
Hole at December 15, 2003.
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 Jackson Hole . Jackson Hole hereby represents
and warrants to the Company as follows:
3.1 Jackson Hole 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 Jackson Hole 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 Jackson Hole must hold the Shares indefinitely unless a
subsequent disposition thereof is registered under the Secur