Borrowed Employees and Advisory
Agreement
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:
1. Use of AI
Employees . AXCESS requires certain unique and specialized
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. AI hereby agrees
to allow AXCESS to utilize, on an “as needed” part-time
basis, three 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 AI
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 AI employees
are employees of AXCESS.
For the Term of
this Agreement (as hereinafter defined), AI will work cooperatively
with AXCESS to assist in the growth of AXCESS as set forth below.
AI 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. AI will provide AXCESS the following:
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a.
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Identification, evaluation and
advice on a variety of options for AXCESS to undertake to enhance
its current technology offerings, including sources of
complementary technology and technology partnering;
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b.
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Investor relations services,
including becoming the initial point of contact for the Preferred
Equity Investors, providing both materials and information to
interested parties;
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c.
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Advice and assistance with
strategies relating to asset development, asset enhancement and
maximization of asset utilization, including those associated with
any intellectual property assets.
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AI will provide a
written report to the Chairman of the Audit Committee, with a copy
to the President and CEO of Axcess, outlining the services provided
to Axcess and results from the previous month. AI will have the
opportunity to present to the Audit Committee on a quarterly basis
if they so desire.
3.
Non-Exclusivity of Relationship .
It is understood
and acknowledged by AXCESS that AI presently has, and anticipates
having throughout the Term, other clients for which it performs the
same or similar services to those to be performed in accordance
herewith, and that AI shall be under no obligation to restrict
its
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