Borrowed Employees and Advisory Agreement
This Borrowed Employees and Advisory Agreement is made effective as of January 1, 2005, between Amphion
Capital Partners LLC (“ACP”) 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. ACP will assist in a variety of areas relating to the investor relations and technology
research for AXCESS under the following terms and conditions:
1. Use of ACP Employees . AXCESS requires certain services as described in section 2 below, to operate and
maintain its business. However, the rendering of such services does not rise to the level of AXCESS hiring full
time employees. ACP hereby agrees to allow AXCESS to utilize, on an “as needed” part-time basis, two of its
current employees who have the ability to provide the services needed by AXCESS. It is understood and agreed
by the parties that the compensation described herein shall be all the compensation required to be paid by
AXCESS for use of the ACP employees and AXCESS, under no circumstances, will pay the employees directly
or be responsible for payment of any withholding taxes or benefits. It is further understood and agreed that
neither party, for any purpose, will make any claim that the ACP employees are employees of AXCESS.
2. Services of ACP.
For the Term of this Agreement (as hereinafter defined), ACP will work cooperatively with AXCESS to
assist in the growth of AXCESS as set forth below. ACP will provide AXCESS with the use of employees as
described above who will be dedicated, on a part-time basis, to provide these services, in addition to the services
of Robert Bertoldi and Richard Morgan. ACP will provide AXCESS the following:
3. Non-Exclusivity of Relationship .
It is understood and acknowledged by AXCESS that ACP presently has, and anticipates having throughout
the Term, other clients for which it perform