Item 9. DIRECTORS , EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Management of the Company

The board elects executive officers annually at its first meeting following the annual meeting of stockholders. The following table sets forth, as of December 31, 2002, the Company’s directors, executive officers and significant employees, their ages, and their positions within the Company.

(1) Executive Committee

(2) Audit Committee

(3) Compensation Committee

(4) On March 20, 2002, the board of directors appointed Allan L. Frank to the positions of Vice President, Secretary and Chief Financial Officer.

(5) During April 2003, Mr. Uremovich elected to leave his position with the Company to pursue other professional opportunities.

RICHARD C.E. MORGAN has served as a director and Chairman of the Board of the Company since 1985.  Since 1986 he has been a managing member of Antiope Partners L.L.C. and Amphion Partners L.L.C.  In November 1999, Mr. Morgan co-founded VennWorks LLC and since then, has served as its Chairman and Chief Executive Officer.  In 1995, Mr. Morgan co-founded Amphion Capital Management L.L.C., a private equity and venture capital firm, and since then has served as one of its Managing Partners.  From 1986 to 1998, Mr. Morgan was the Managing General Partner of Wolfensohn Partners L.P., the predecessor to Amphion Capital Management.  Mr. Morgan serves on the board of directors of Celgene Corp., which develops and markets biotechnology products.  Mr. Morgan is also a director of several private and non-profit companies, including Orbis International, Inc. a non-profit organization dedicated to fighting blindness worldwide.

ALLAN GRIEBENOW has served as a director, President and Chief Executive Officer of the Company since July 1999. He founded Prism Video, Inc. in 1994 and was Chief Executive Officer of Prism Video, Inc. from 1994 to July 1999.  Mr. Griebenow is currently President, CEO and Director of PVHoldings, (a current holder of equity and debt of AXCESS).  Mr. Griebenow spent the past 20 years in the telecommunications and advanced applications industries. He started his career in 1979 as a Presidential Management Intern with NASA, and holds a B.S. in Business Administration from the University of Maryland and an MBA from San Francisco State University.

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ALLAN L. FRANK has served as Vice President, Secretary and Chief Financial Officer of the Company since March 2002.  From July 1999 through June 2001, Mr. Frank was Vice President, Chief Financial Officer and Secretary for Vast Solutions, Inc. a spin-off from Paging Network Inc. (“PageNet”).  Vast Solutions, Inc. filed for bankruptcy in April of 2001.  From September 1993 through July 1999, Mr. Frank severed in numerous positions at PageNet, including as Vice President Corporate Development and Director of Financial Analysis, and as Director of International Finance for Paging Network International, a subsidiary of PageNet.  Prior to PageNet, Mr. Frank worked at FoxMeyer Corporation, OrNda HealthCare and Dalfort Aviation Services.  Mr. Frank holds a B.S. in Business Administration from The Ohio State University and an MBA from the University of North Texas.

MICHAEL UREMOVICH has served as Vice President of Sales & Marketing of the Company since July 1999.  He was Vice President Sales & Marketing of Prism Video, Inc. from 1997 until 1999, when the Company acquired Prism Video, Inc.’s digital video technology. From 1992 to 1996, Mr. Uremovich held positions of Regional Sales Manager, Director of Sales, and Vice President, Sales & Marketing for Computrac, Inc. and for Amtech, both Dallas-based technology companies.  Mr. Uremovich earned his B.S. in Business Administration and marketing from the University of Texas at Dallas.

ROBERT J. BERTOLDI has been a director of the Company since June 2000.  Since January 2000, Mr. Bertoldi has been the President of VennWorks LLC, a venture capital limited liability company that he co-founded.  Since before 1995, Mr. Bertoldi has been a Managing Partner of Amphion Capital Management, LLC., and co-manager of Amphion Ventures, LP, an early-stage technology life sciences fund.

PAUL J. COLEMAN, JR . has served as a director of the Company since 1982. He is president and chief executive officer of the Girvan Institute of Technology, a non-profit, public benefit corporation engaged in research, technology development, and education related to the nation’s aerospace program.  Dr. Coleman is a professor of space physics emeritus at the University of California at Los Angeles (“UCLA”). He currently serves as a director of Biocentric Solutions, Inc. Knowledge Vector, Inc. and the Girvan Institute.  He is a former director of CACI International, Fairchild Space and Defense Corporation, the Universities Space Research Association and others.  His earlier positions include those of assistant director, Los Alamos National Laboratory; president and chief executive officer, Universities Space Research Association; director, Institute of Geophysics and Planatary Physics as UCLA; and director, National Institute for Global Environmental Change of the U.S. Department of Energy.

ROBERT F. HUSSEY has served on the board since September 2002.  Mr Hussey currently serves as the Chief Operating Officer and Director of H.C. Wainwright & Co.  Mr. Hussey also services on the boards of Digital Data Networks, Inc., Digital Lightwave Inc., NUR Corporation and on the board of advisors for Argentum Capital Partners and Kaufman Fund.  From 1991 through 1996, Mr. Hussey served as President, CEO and Director of MetroVision of North America.  From 1984 through 1991 Mr. Hussey was Founder, President, CEO and Director of POP Radio Corp.  Prior to POP Radio, Mr. Hussey worked at Grey Advertising, Inc., E.F. Hutto and American Home Products, Inc.  Mr. Hussey received a B.S. in Business Administration from Georgetown University and an MBA in International from George Washington University.

Subsequent Events

In April 2003, Michael Uremovich, then the Company’s Vice President of Sales & Marketing, elected to leave his position with the Company to pursue other professional opportunities.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, directors, certain officers and beneficial owners of 10% or more of the Company’s Voting Common Stock are required from time to time to file with the Securities and Exchange Commission reports on Forms 3, 4 or 5, relating principally to transactions in Company securities by such persons.  Based solely upon a review of Forms 3, 4 and 5 submitted to the Company during and with respect to 2002, all of these individuals or entities timely filed their respective Forms 3, 4 or 5 required by Section 16(a) of the Exchange Act during 2002, except for Allan Griebenow, Allan Frank, Michael Uremovich, Robert Hussey, Amphion Ventures, L.P. and VennWorks LLC.

Allan Griebenow failed to file a Form 4 for June 2002 to report the issuance to him of an employee stock option to purchase a total of 85,000 shares of common stock of the Company, at an exercise price of $1.70 per share, where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and 2006.

Richard Morgan failed to file a Form 4 for July 2002 to report the issuance to his wife of 25,000 shares of Common Stock pursuant to the terms of a convertible promissory note made to the Company on July 30, 2002.

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Allan Frank failed to file a Form 4 for June 2002 to report the issuance to him of an employee stock option to purchase a total of 85,000 shares of common stock of the Company, at an exercise price of $1.70 per share, where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and 2006.

Michael Uremovich failed to file a Form 4 for June 2002 to report the issuance to him of an employee stock option to purchase a total of 85,000 shares of common stock of the Company, at an exercise price of $1.70 per share, where one-fourth of the option vests on each of June 5, 2003, 2004, 2005 and 2006.

Robert F. Hussey failed to file Form 4 for September 2002 to report the issuance to him of a director stock option to purchase a total of 50,000 shares of common stock of the Company, at an exercise price of $1.15, where one-fourth of the option vests on each of September 10, 2003, 2004, 2005 and 2006.

Each of Amphion Ventures and VennWorks failed to file Form 4s to report the issuance in 2002 by the Company of promissory notes convertible into preferred stock, and the conversion of shares of preferred stock into common stock.  These transactions are described more fully under Item 12. “Certain Relationships and Related Transactions —Amphion Ventures, L.P. Promissory Note Issuances and Conversions,” Item 12. “Certain Relationships and Related Transactions—VennWorks LLC Promissory Note Issuances and Conversions,” and Item 12. “Certain Relationships and Related Transactions—Preferred Stock Conversions.”