<PAGE>
Exhibit 10.2
[incuVest LLC Letterhead]
590 Madison Avenue
New York, NY 10022
Main: 212.849.8160
Fax: 212.849.8171
[email protected]
www.incuVest.com
August 16, 2000
Board of Directors
AXCESS Inc.
3208 Commander Drive
Carrollton, TX 75093
Gentlemen:
This letter is to inform you of incuVest LLC commitment to subscribe to 500
shares of Series 2000A Preferred Stock as described in your August 14, 2000
offering memorandum. Additionally we will introduce AXCESS to other accredited
investors that might have an interest in subscribing to this offering.
Please contact me if you have any questions regarding incuVest's commitment. I
look forward to continued success with AXCESS Inc.
Sincerely,
/s/ Robert Bertoldi
Robert Bertoldi
President
incuVest LLC
