[Antiope Partners L.L.C. Letterhead]
November 30, 2003
3208 Commander Drive
Dallas, Texas 75006
Re: Series J Preferred Stock
Ladies and Gentlemen:
Antiope Partners L.L.C., a Delaware limited partnership (“ Antiope ”), hereby notifies and directs
Axcess International Inc. (the “ Company ”) to convert Series J Preferred Stock held by Antiope at November
30, 2003 into Non-Voting Common Shares of the Company as provided in Section 5 of the Certificate of
Designations, Preferences, Powers and Rights of Series J Preferred Stock (the “ Certificate ”).
1. Issuance of Common Shares . Antiope hereby directs the Company to issue 726,688 shares of
Common Stock in exchange for 182 shares of Series J Preferred Stock held by Antiope at November 30, 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 Antiope . Antiope hereby represents and warrants to the
Company as follows:
3.1 Antiope 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 Antiope understands that the Shar