ASSET PURCHASE
AGREEMENT

     

    This
Asset Purchase Agreement (this “Agreement”) is made
as of November 10, 2010, by and between Global Axcess Corp, a Nevada
corporation (“Buyer”), and Tejas
Video Partners, LTD, a Texas company (“Seller”).  Buyer and Seller are
sometimes referred to individually as a “Party” and together
as the “Parties.”

     

    PRELIMINARY
STATEMENTS:

     

    Seller is in the business of installing
and operating DVD rental kiosks (the “Business”).  Seller desires to
assign and sell, and Buyer has agreed to assume and purchase various assets of
Seller, used in the Business and described in more detail herein.

    


    NOW, THEREFORE, in consideration of
these preliminary statements and the mutual covenants, representations,
warranties and agreements expressed herein and hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties hereby agree as follows:

    


    1.           Purchased
Assets; Excluded Assets; Assumption of Liabilities.

     

    1.1         Purchased Assets and
Rights.  Subject to the terms and conditions of this Agreement,
on the Closing Date (as defined in Section 3.1), Seller will sell to Buyer, and
Buyer will purchase the following assets from Seller (collectively, the “Purchased
Assets”):

     

    (a)           all
of Seller’s right, title and interest in and to the customer agreements listed
in Exhibit 1.1(a) attached hereto (the “Customer
Agreements”);

     

    (b)          all
of Seller’s right, title and interest in and to the vendor agreements listed in
Exhibit 1.1(b) attached hereto (the “Vendor
Agreements”);

     

    (c)           all
DVD inventories owned by Seller and more fully described in Exhibit 1.1(c)
attached hereto;

     

    (d)          all
phone lines, and other communication lines connected to DVD kiosks utilized in
the Business (the “Phone
Lines”);

     

    (e)           all
modems, antennas, and air cards (AT&T, Verizon, etc.) utilized in connection
with the Business listed in Exhibit 1.1(e) attached hereto (the “Kiosk Communications
Equipment”);

     

    (f)           
all of  Seller’s rights in and to any phone numbers utilized in the
Business (the “Phone
Numbers”);

     

    (g)           all
of Seller’s rights in and to the trademark “Tejas Video Partners, LTD” and
all other trademarks and service marks utilized in the Business with Buyer
allowing Seller to use the trademark “Tejas Video Partners, LTD” for nine months
from the Close Date;

     

    (h)           all
of  Seller’s right, title and interest in and to the Seller’s website
located at www.QuickFlixDVD.com, including all content contained therein, and
all intellectual property rights, including without limitation copyrights,
therein, registrations to the domain name (the “Domain Name”) and
e-mail accounts;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           all
of Seller’s right, title and interest to information related to the Customer
Agreements listed herein, including information with respect to collections from
to the DVD kiosks subject of such agreements (collectively, “Data”).

     

    Seller shall transfer the Purchased
Assets free and clear of all security interests, liens, restrictions, claims,
encumbrances or charges of any kind.

     

    1.2         Limited Liabilities
Assumed.  Buyer, effective as of the Closing Date, will assume
Seller’s rights and obligations arising on or after the Closing Date under (i)
the Customer Agreements, and (ii) the Vendor Agreements, (collectively, the
“Transferred
Agreements”).  Subject to the preceding sentence or except as
otherwise expressly set out in this Agreement, the Parties acknowledge that the
Buyer assumes no other obligations or liabilities of the Seller.

     

    1.3         Excluded
Assets.  Except as expressly set forth herein, the Purchased
Assets shall not include cash in bank, DVD kiosks (other than modems, air cards
and antennas), vehicles, notes or accounts receivable, prepaid accounts,
deposits, the Seller’s corporate office lease, office furniture, fixtures,
computers, telephone equipment (other than Phone Lines), Seller’s warehouse
lease, or any other asset of Seller not related to the Business (collectively,
the “Excluded
Assets”).

     

    2.           Purchase
Price

     

    2.1         Base Purchase Price;
Payment.  In consideration for the sale of the Purchased
Assets, Buyer shall pay Seller the following amounts (the “Base Purchase
Price”):

    


    (a)           At
the Closing, Buyer shall pay Seller eight hundred seventy-five thousand dollars
($875,000) in immediately available funds;

     

    (b)           On
or prior to the six-month anniversary of the Closing, Buyer shall pay Seller
five hundred thousand dollars ($500,000) in immediately available funds (the
“Six-Month Payment”), provided Army & Air Force Exchange Service Customer
Agreement (“AAFES”) has not been cancelled for no fault of Seller ; provided
that if this Agreement is signed by nine o’clock in the morning eastern standard
time on November 10, 2010 Buyer shall pay Seller the “Six-Month Payment” by
April 15, 2011 and any amount of the Six-Month Payment not received by April 15,
2011 will accrue interest at a rate of ten percent (10%) per annum, compounded
annually.  In the event this Agreement is signed after November 10,
2010 and the AAFES is terminated as a result of actions or omissions of Seller,
the Six-Month Payment shall be forfeited and Buyer shall have no obligation
under this Section 2.1(b).

     

    (c)           At
the Closing, Buyer shall deliver to Seller two hundred thousand shares of its
common stock (the “Purchase Shares”).  One hundred thirty four
thousand (134,000) of the Purchase Shares (the “One-Year Restricted
Shares”) will be subject to transfer restrictions for a period of one
year  and the
remaining sixty-six thousand (66,000) Purchase Shares (the “Two-Year Restricted
Shares”) shall be subject to transfer restrictions for a period of two
years, in each case, as set forth in Section 7 hereof.  The Purchase
Shares shall be subject to such other provisions as may be set forth
herein.

     

    (d)           Approximate
allocation of consideration:

     

    
      	
               
      

            	
              (i)

            	
              Customer
      Agreements and other Intellectual Property =
    $1,435,000

            


    

     

    
      	
               
      

            	
              (ii)

            	
              DVD
      Inventories= $26,000

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Wireless
      Modems/Antennas=$10,000

            


    

    


    Asset
Purchase Agreement

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Axcess – Tejas Videos

    


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    2.2         Earn-out.  In addition to
the Base Purchase Price, for a period of five years (the “Earn-out Period”)
following the Closing, Buyer shall pay Seller additional purchase price (“Earn-out”) of $3,500 for
each New DVD Kiosk Site that is (i) installed by Buyer pursuant to a Customer
Agreement, and (ii) which site generates $2,000 or more of gross revenues for
any calendar month (the “Earn-out
Threshold”).  New DVD Kiosk Site is defined as a site that does
not have, and did not previously have, a DVD kiosk inside or outside of the
location that is, or was, owned or managed by Seller.  The Earn-out
shall be paid by Buyer on an annual basis (each, an “Earn-out Payment”), within
forty-five days of each of the first five anniversaries following the
Closing.  Each Annual Payment shall be calculated based on newly
installed kiosks that met the Earn-out Threshold during the twelve month period
ending on the preceding anniversary of the Closing.  For the avoidance
of doubt, an Earn-out Payment shall be made with respect to any particular DVD
kiosk site only once, even if such DVD kiosk satisfies the Earn-out Threshold in
more than one twelve-month period during the Earn-out Period.

    


    2.3         Taxes.  All
transfer, sales or similar tax due as a result of this transaction will be paid
by Buyer at the Closing and, if not so paid, shall remain Buyer’s
obligation.

    


    3.          Closing.

     

    3.1         Closing
Date.  Subject to the terms and conditions of this Agreement,
the closing of the transactions (the “Closing”)
contemplated by this Agreement shall occur at a mutually acceptable place and
time within five (5) days after the last of the conditions to Closing set forth
in Sections 6.1 and 6.2 have been satisfied or waived by the Party or Parties
entitled to waive the same, or such other date and time as to which Buyer and
Seller may agree in writing; provided that, at Buyer’s option, the Closing may
take place on or before the last day of the month in which the conditions set
forth in Sections 6.1 and 6.2 have been satisfied (the "Closing
Date").

     

    3.2         Actions to be Taken at the
Closing.  At the Closing, the Parties will take the following
actions and deliver the following documents:

     

    (a)          Seller
will deliver to Buyer:

     

    
      	
               
      

            	
              (i)

            	
              a
      duly executed Assignment and Assumption Agreement, in substantially the
      form attached hereto as Exhibit
3.2(a)(i).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      duly executed bill of sale, in substantially the form attached hereto as
      Exhibit 3.2(a)(ii)

            


    

    


    
      	
               
      

            	
              (iii)

            	
              all
      required consents of third parties to the sale, conveyance, transfer,
      assignment and delivery of the Purchased Assets, including, without
      limitation, the consent of the customers party to the Customer Agreements
      and the vendors party to the Vendor
Agreements.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              non-compete
      agreements in favor of Buyer duly executed by Von Shows, Andrea Shows,
      Damon Johnson, II, David Bosmans, Joseph Turvey and Stephen Oakes, in
      substantially the form attached hereto as Exhibit 3.2(a)(iv), (the
      “Non-Compete Agreements”).

            


    

    


    
      	
               
      

            	
              (v)

            	
              consulting
      agreements by and between Buyer and Von Shows, Exhibit
      3.2(a)(v).

            


    

    


    Asset
Purchase Agreement

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Axcess – Tejas Videos

    


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              (vi)

            	
              a
      Transition Services Agreement, duly executed by Seller, pursuant to which
      Seller agrees to provide to Buyer the use of the DVD kiosks currently
      utilized in the Business, for a period not to exceed 6 months, in
      substantially the form attached hereto as Exhibit
    3.2(a)(vi).

            


    

    


    
      	
               
      

            	
              (vii)

            	
              a
      good standing certificate of Seller (dated within ten (10) business days
      prior to the Closing Date), certified by the Secretary of the State of
      Texas.

            


    

    


    
      	
               
      

            	
              (viii)

            	
              a
      secretary’s certificate, certifying the Operating Agreement of Seller and
      resolutions of the Managers and Members of Seller approving the sale of
      the Purchased Assets as contemplated
herein.

            


    

    


    
      	
               
      

            	
              (ix)

            	
              a
      certificate of Von Shows certifying as to the truth and correctness of
      Seller’s representations and warranties as of the Closing Date and that
      all of Seller’s obligations that are to be performed prior to Closing have
      been performed.

            


    

    


    
      	
               
      

            	
              (x)

            	
              (ix)
      an opinion of legal counsel for Seller, substantially in the form attached
      hereto as Exhibit 3.2(a)(x).

            


    

    


    
      	
               
      

            	
              (xi)

            	
              originals
      of each of the Transferred
Agreements.

            


    

    


    
      	
               
      

            	
              (xii)

            	
              assignment
      forms, duly executed by Seller, necessary to transfer to Buyer the Phone
      Numbers and Phone Lines, in form and substance reasonably satisfactory to
      Buyer.

            


    

    


    
      	
               
      

            	
              (xiii)

            	
              Any
      and all Seller marketing material or logo files including electronic files
      thereof.

            


    

    


    
      	
               
      

            	
              (xiv)

            	
              Trademark
      assignment of the brand name “Tejas Video” in form and substance
      satisfactory to Buyer with Buyer allowing Seller to use the trademark
      “Tejas Video” for nine months from the Close
  Date.

            


    

    


    
      	
               
      

            	
              (xv)

            	
              duly
      executed assignment of the registration to the domain name www.quickflixdvd.com
      in form and substance satisfactory to
Buyer.

            


    

    


    
      	
               
      

            	
              (xvi)

            	
              the
      Data.

            


    

    


    
      	
               
      

            	
              (xvii)

            	
              AAFES
      signed Novation Agreement assigning the AAFES to
  Buyer

            


    

    


    (b)          Buyer
will deliver to Seller:

     

    
      	
               
      

            	
              (i)

            	
              a
      duly executed Assignment and Assumption Agreement in substantially the
      form attached as Exhibit 3.2(a)(i).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      portion of the Purchase Price to be paid at the Closing pursuant to
      Section 2.1(a) .

            


    

    


    
      	
            	
              (iii)

            	
              The
      Purchase Shares.

            


    

    


    Asset
Purchase Agreement

    Global
Axcess – Tejas Videos

    


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              (iv)

            	
              a
      secretary’s certificate, certifying resolutions of the board of directors
      of Buyer approving the purchase of the Purchased
  Assets,

            


    

    


    
      	
               
      

            	
              (v)

            	
              an
      officer’s certificate certifying as to the truth and correctness of
      Buyer’s representations and warranties to the best of Buyer’s knowledge as
      of the Closing Date and that all of Buyer’s obligations that are to be
      performed prior to Closing have been
performed.

            


    

    


    (c)          The
Parties will take such other actions and will execute and deliver such other
instruments, documents and certificates as are required by the terms of this
Agreement and the agreements executed in connection herewith (the “Related
Agreements”) or as may be reasonably requested by any Party in connection with
the consummation of the transactions contemplated herein.

     

    4.           Representations;
Warranties.

     

    4.1        Seller
Representations.  Seller represents and warrants to Buyer as of
the date hereof, and as of the Closing Date as follows:

     

    (a)           Seller
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Texas.  Seller has full power and lawful
authority to enter into this Agreement and each of the other documents,
instruments and agreements contemplated herein (the “Related Agreements”),
and to consummate the transactions contemplated hereby and thereby.

     

    (b)           This
Agreement has been and, when executed, the Related Agreements will be, duly
authorized by all necessary action on the part of Seller, including
authorization of its members.  This Agreement constitutes and, when
executed, the Related Agreements each will constitute, the legal, valid and
binding obligation of Seller, enforceable in accordance with their respective
terms.  Seller’s execution, delivery and performance of this Agreement
and the Related Agreements will not (i) constitute a breach or violation of
Seller’s organizational documents, (ii) constitute a breach or violation of any
law, rule, regulation, material agreement, indenture, deed of trust, mortgage,
loan agreement or any material instrument to which Seller is a party, (iii)
constitute a violation of any order, judgment or decree by which Seller is bound
or affected, or (iv) result in a breach or default under any of the Transferred
Agreements or the creation of any lien or charge thereon.

     

    (c)           No
consent, license, approval or authorization of, or filing, registration or
waiver or other action by, any governmental authority or any third party is or
will be required in connection with the execution, delivery or performance by
Seller of this Agreement or any agreement executed in connection herewith except
those consents which Seller shall deliver to Buyer before Closing.

     

    Asset
Purchase Agreement

    Global
Axcess – Tejas Videos

    


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    (d)           Exhibit
1.1(a) sets forth a complete list of all of the customer agreements to which
Seller is a party.  Seller has delivered to Buyer a true and correct
copy of each contract included in the Purchased Assets.  Each oral
customer agreement is accurately and completely described in Exhibit
1.1(a).  Each contract included in the Purchased Assets is valid and
enforceable in accordance with its terms against Seller and against the other
party or parties thereto.  There is no suit or proceeding pending or
threatened, relating in any way to any contract included in the Purchased
Assets, or that could otherwise impair Seller’s ability to perform its
obligations hereunder.  Neither Seller nor any other party thereto is
in breach of or in default under any contract included in the Purchased Assets
nor has any notice or claim with respect to any breach or default thereunder
been given.   Seller has not made any oral representations or
warranties to any person with respect to the Purchased Assets, nor has it
offered to provide any services other than what has already been stated in the
Customer Agreements.  No party to a Transferred Agreement has
threatened to terminate such agreement, or indicated any intention not to renew
such agreement upon expiration thereof.

     

    (e)           Seller
has delivered to Buyer profit & loss statements for calendar years 2008 and
2009, and for the period of January 1, 2010 through September 30, 2010 and
balance sheets as of September 30, 2010 (the “Financial
Statements”).  The Financial Statements are true, correct and
complete, and accurately reflect the financial position of Seller and the
results of its operations as of the dates, and for the periods, set forth
therein.

     

    (f)           
Seller has good and marketable title to the Purchased Assets free and clear of
all liens, claims or encumbrances of any kind whatsoever.  All
financial information relating to the Purchased Assets that has been provided by
Seller, or its agents, to Buyer is true, correct and complete.

     

    (g)           Neither
this Agreement nor any schedules, certificates or other document or information
provided by Seller to Buyer in connection with this Agreement or the Related
Agreements or the transactions contemplated hereby contains or will contain any
untrue statement of a material fact or omits any material fact necessary to make
the statements so made not misleading, at the time such statements were made and
through the time of the Closing Date.

     

    (h)           Neither
the Seller, nor any of its members, managers, officers, employees or agents, has
employed any financial advisor, broker or finder or incurred any liability for
any financial advisory, brokerage or finder’s fee or commission in connection
with this Agreement, and the Related Agreements, or the transactions
contemplated by such agreements for which Buyer could become liable or
obligated.

     

    4.2        Buyer
Representations.  Buyer represents and warrants to Seller as
follows:

     

    (a)           Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has the corporate power and authority to enter
into this Agreement and the Related Agreements and to consummate the
transactions contemplated by this Agreement and the Related
Agreements.

     

    (b)           Prior
to the Closing, this Agreement and each Related Agreement will have been duly
authorized by all necessary corporate action on the part of
Buyer.  This Agreement constitutes and, when executed, the Related
Agreements will constitute, the legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective
terms.

     

    (c)           Buyer
shall be liable for any financial advisory, brokerage or finder’s fee or
commission in connection with the Agreement, the Related Agreements or the
transactions contemplated by such agreements for which Buyer could become liable
or obligated.

     

    Asset
Purchase Agreement

    Global
Axcess – Tejas Videos

    


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    5.           Certain
Covenants AND AGREEMENTS.

     

    5.1        Agreement with Military Regarding
Commissaries.  Prior to the Closing, Seller will enter into a
written agreement with The Defense Commissary Agency (the “Commissary
Agreement”), pursuant to which Seller will have the exclusive rights to place
DVD kiosks in the commissaries at the army bases located in the continental
United States.  Such agreement shall be in form and substance
satisfactory to Buyer in its sole and absolute discretion and Seller shall
assign such agreement to Buyer at the Closing.

     

    5.2        Approvals and
Consents.  Prior to Closing, Seller will obtain, in writing and
without penalty to Buyer, all necessary approvals and consents required in order
to authorize and approve this Agreement and the Related Agreements, and to
consummate the assignment to, and assumption by, Buyer of the Purchased Assets,
including without limitation the consent for the assignment of the Transferred
Agreements.

     

    5.3        Cooperation.  Each
of the Parties hereto will use its best efforts in good faith to perform and
fulfill all conditions and obligations to be fulfilled or performed by it
hereunder.

     

    5.4        Access to Properties, Records and
Personnel; Inspection.  Seller shall give Buyer and its
counsel, accountants and other representatives full access during normal
business hours to all of the properties, personnel, financial and operating
data, books, tax returns, contracts, commitments and records of Seller to the
extent that they relate to the Purchased Assets.  In addition, Seller
hereby consents to Buyer contacting customers that are parties to the Customer
Agreements to confirm that there have been no oral agreements or representations
made with respect to the Customer Agreements and to discuss the assignment of
the Customer Agreements.  In addition, Buyer, in its sole and absolute
discretion, may interview, and offer employment to, current employees of
Seller.  Such investigation shall not limit Seller’s liability for the
breach of Seller’s representations and warranties herein even if Buyer’s review
did or should have revealed any such breach.

     

    5.5        Operation of Business. From
the date hereof until the Closing Date or the earlier termination of this
Agreement pursuant to Section 8 hereof, Seller will:  (a) operate its
business in the ordinary course; (b) other than as expressly contemplated to the
contrary in this Agreement, use its best efforts to preserve its operations so
that Buyer will obtain the benefits intended to be afforded by this Agreement;
(c) not take  any action which would result in any representation or
warranty of Seller becoming incorrect or untrue in any respect; (d) obtain the
prior written approval of Buyer in connection with all material decisions
affecting the Purchased Assets, or operations thereunder, and (f) notify
Buyer in writing promptly after Seller becomes aware of the occurrence of any
event that might result in any of Seller’s statements, representations and
warranties under this Agreement or any Related Agreement being or becoming
untrue.

     

    5.6        Notices.  Each of
Buyer and Seller will promptly notify the other in writing if it receives any
notice, or otherwise becomes aware, of any action or proceeding instituted or
threatened before any court or governmental agency by any third party to
restrain or prohibit, or obtain damages in respect of this Agreement or any
Related Agreement or the consummation of the transactions contemplated hereby or
thereby.

     

    5.7        Further
Assurances.  Each Party will execute and deliver any further
instruments or documents, and take all further action, reasonably requested by
the other Party to carry out the transactions contemplated by this Agreement and
the Related Agreements.

     

    Asset
Purchase Agreement

    Global
Axcess – Tejas Videos

    


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    5.8        Indemnification.  Seller
will indemnify, defend and hold Buyer, its Affiliates (as defined below) and
their respective stockholders, directors, officers, employees, legal
representatives, agents, successors and assigns (the “Indemnified Parties”)
harmless from and against any and all claims, judgments, damages, penalties,
fines, costs, liabilities, losses and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by the Indemnified Parties
(collectively, “Losses”) arising from
or directly or indirectly relating to:

     

    (a)           any
breach by Seller of any term or provision of this Agreement or any Related
Agreement, including without limitation, Seller’s representations and warranties
contained herein; or

    


    (b)           Seller’s
performance or breach under any of the Transferred Agreements prior to the
Closing Date; or

    


    (c)           any
claim that any software or trademarks transferred herein infringes any
intellectual property right of any person, or

    


    (d)           any
other expense or liability relating to the Purchased Assets or the Business
arising or occurring prior to the Closing Date

    


    Buyer
will indemnify, defend and hold Seller, its Affiliates (as defined below) and
their respective stockholders, directors, officers, employees, legal
representatives, agents, successors and assigns (the “Buyer Indemnified Parties”)
harmless from and against any and all claims, judgments, damages, penalties,
fines, costs, liabilities, losses and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by the Buyer Indemnified
Parties (collectively, “Losses”) arising from
or directly or indirectly relating to:

     

    (a)           any
breach by Buyer of any term or provision of this Agreement or any Related
Agreement, including without limitation, Buyer’s representations and warranties
contained herein; or

    


    (b)           Buyer’s
performance or breach under any of the Transferred Agreements after the Closing
Date; or

    


    (c)           any
other expense or liability relating to the Purchased Assets arising or occurring
after the Closing Date.

    


    “Affiliate” means,
with respect to any Person (as hereinafter defined), any Person that controls,
is controlled by or is under common control with such Person, together with its
and their respective members, partners, venturers, directors, officers,
stockholders, agents, employees and spouses.  A Person shall be
presumed to have control when it possesses the power, directly or indirectly, to
direct, or cause the direction of, the management or policies of another Person,
whether through ownership of voting securities, by contract, or
otherwise.  “Person” means an individual, partnership, limited
liability company, association, corporation, or other entity.

    


    5.9         Survival of Representations and
Warranties.  The parties’ representations and warranties
contained herein shall survive the Closing for a period of two (2)
years.

     

    5.10       Exclusivity.  From
the date hereof through the Closing Date or the termination of this Agreement,
whichever first occurs, Seller shall not, nor shall Seller authorize or permit
any of its managers, officers, employees, representatives, agents or Affiliates
to, directly or indirectly, solicit, initiate, encourage, respond favorably to,
permit or condone inquiries or proposals from, or provide any confidential
information to, or participate in any discussions or negotiations with, any
Person (other than Buyer and its directors, officers, employees, representatives
and agents) concerning a sale, assignment or other transfer of the Purchased
Assets, either directly or through purchase of equity merger or other
acquisition structure.

     

    Asset
Purchase Agreement

    Global
Axcess – Tejas Videos

    


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    6.           
CONDITIONS PRECEDENT.

    


    6.1        Conditions to Buyer’s
Obligations.  Buyer’s obligations under this Agreement are
subject to the satisfaction, on or prior to the Closing Date, of each of the
following conditions, any of which may be waived in writing by
Buyer:

    


    (a)           Seller
will have complied with and performed in all material respects its obligations
under this Agreement and the Related Agreements required to be complied with or
performed prior to Closing.

    


    (b)           All
representations and warranties of Seller in this Agreement and the Related
Agreements will be true and correct in all material respects as of the date when
given and on the Closing Date.

    


    (c)           All
consents, approvals and waivers required to consummate the transactions
contemplated by this Agreement and the Related Agreements will have been
obtained in writing by Seller and provided to Buyer without any penalty or
condition which is adverse to Buyer.

    


    (d)           There
will not have been any material adverse change in the business, prospects or
future business relating to the Purchased Assets, or any event which may, in the
future, cause such a change or any pending or threatened material litigation or
other proceeding relating to the Purchased Assets or the
Business.


    


    (e)           Seller
shall have delivered to Buyer such other documents and instruments as Buyer may
reasonably request to effectuate the transactions contemplated herein and to
vest in Buyer title to, and rights in the Purchased Assets, free and clear of
all liens, claims and encumbrances.

    


    (f)           Buyer
shall have received all of the items set forth in Sections 3.2(a) and 3.2(c)
hereof.

    


    6.2        Condition to Seller’s
Obligations.  Seller’s obligations under this Agreement are
subject to the satisfaction, on the Closing Date, of the following conditions,
which may be waived by Seller:

    


    (a)           Buyer
will have complied with and performed, in all material respects, its obligations
under this Agreement and the Related Agreements.

    


    (b)           All
representations of Buyer in this Agreement or the Related Agreements will be
true and correct as of the date when given and on the Closing Date.

    


    (c)           Seller
shall have received all of the items set forth in Section 3.2(b) and 3.2(c)
hereof.

     

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Purchase Agreement

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Axcess – Tejas Videos

    


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    7.           
Restrictions on Transfers.

     

    7.1        Restrictions
Generally.  The Seller agrees that it shall not, directly or
indirectly, contract to sell, sell (whether pursuant to an effective
registration statement under the Securities Act of 1933 (the “Securities Act”) or
pursuant to Rule 144 thereunder), grant any option for the sale of, assign,
exchange, transfer, convey, pledge, mortgage, hypothecate, encumber, distribute
or otherwise dispose of (any of the foregoing, hereinafter referred to as a
“Transfer”) any of the
One-Year Restricted Shares during the one year period following the Closing, or
Transfer any of the Two-Year Restricted Shares, during the two-year period
following the Closing, in each case, except with the express written consent of
the Buyer and in accordance with the terms of this Section.

     

    7.2        Exemption
Period.  The Seller will not make any Transfer except where it
has received the express written consent required under section 7.1 (subject
to expiration by its terms), and (i) such offer to sell, assignment,
pledge, transfer or sale is pursuant to an effective registration statement
under the Securities Act and has been registered under all applicable state
securities or “blue sky” laws or (ii) unless waived by Buyer in writing,
Seller shall have furnished Buyer with an opinion of counsel, which opinion of
counsel shall be reasonably satisfactory to Buyer, to the effect that no such
registration is required because of the availability of an exemption from
registration under the Securities Act and all applicable state securities or
“blue sky” laws.

     

    7.3        Acknowledgement of
Reliance.   The Seller understands and acknowledges that
the representations, warranties and covenants set forth in this Section 7 will
be relied upon by the Buyer and its successors and assigns. The Seller has
carefully read this Section and has discussed with its counsel to the extent the
Seller felt necessary, the limitations imposed on the Seller by this
Section.

     

    7.4        Invalid
Transfers.   The Seller further understands that any
transfer in violation of this Section is null and void.

     

    7.5        Legend on
Certificates.   Each outstanding certificate representing
Purchase Shares shall bear an endorsement reading substantially as
follows:

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NEITHER BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION UNDER SAID SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF THE STATE OR STATES IN WHICH THEY WILL BE SOLD OR
TRANSFERRED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION
REQUIREMENTS.”

    


    “TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED PURSUANT TO THE
TERMS OF AN ASSET PURCHASE AGREEMENT DATED November 10, 2010, INCLUDING A
LOCK-UP  PROVISION, AND ANY TRANSFER OF ANY SUCH SECURITIES IN
VIOLATION OF SUCH AGREEMENTS IS VOID.”

    


    8.           
TERMINATION OF AGREEMENT; EFFECT OF TERMINATION.

     

    8.1        Termination.  This
Agreement may be terminated at any time before the Closing as
follows:

    


    (a)           By
Buyer, by notice to Seller, if any of Buyer’s conditions precedent to Closing
have not been satisfied as of the Closing Date or have become incapable of being
satisfied by December 15, 2010.

    


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    (b)           By
Seller, by notice to Buyer, if any of Seller’s conditions precedent to Closing
have not been satisfied as of the Closing Date or have become incapable of being
satisfied by December 15, 2010.

    


    8.2        Effect of
Termination.  With the exception of Article 4, Section 5.8
(Indemnification) and this Section 8.2, which such sections shall survive
termination of this Agreement, upon a termination in accordance with Section
8.1, this Agreement will have no further force or
effect.  Notwithstanding the foregoing, each Party will be liable to
the other for any breaches by such Party prior to termination of this
Agreement.

    


    10.          MISCELLANEOUS.

     

    10.1      No Waiver.  No waiver
of any breach of any provision of this Agreement will be deemed a waiver of any
other breach of this Agreement.  No extension of time for performance
of any act will be deemed an extension of the time for performance of any other
act.

    


    10.2      Severability.  The
provisions of this Agreement will be deemed severable, and if any provision of
this Agreement is held illegal, void or invalid under applicable law, such
provision may be changed to the extent reasonably necessary to make the
provision legal, valid and binding.  If any provision of this
Agreement is held illegal, void or invalid in its entirety, the remaining
provisions of this Agreement will not be affected but will remain binding in
accordance with their terms.

    


    10.3      Entire Agreement;
Amendment.  This Agreement, the Related Agreements and the
schedules, exhibits and attachments to such agreements contain the entire
agreement of the Parties with respect to the subject matter
hereof.  This Agreement may be amended only by an instrument in
writing signed by all of the Parties hereto.  The headings in this
Agreement are solely for convenience of reference and will not affect the
interpretation of any provision of this Agreement.

    


    10.4      Applicable Law; Venue.  This Agreement
will be construed in accordance with and governed by the laws of the State of
Texas.  Jurisdiction and venue for all disputes relating to this
Agreement shall lie exclusively with the state and federal courts located in
Texas.  Each of the Parties agrees to the exclusive jurisdiction of
the aforementioned courts and waives any defense to the laying of venue therein,
including without limitation any defense of inconvenient forum.

    


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    10.5      Time is of the
Essence.  The Parties to this Agreement acknowledge and agree
that time is of the essence with respect to the consummation of the transactions
contemplated by this Agreement and each Related Agreement.

    


    10.6      Binding Agreement,
Assignment.  The terms and provisions of this Agreement will
bind the Parties and their respective permitted successors and
assigns.  Neither this Agreement nor any Related Agreement may be
assigned by Seller or Buyer, without the prior written consent of the
other.

    


    10.7      Expenses.  Each
Party will pay all of its expenses, including attorneys’ and accountants’ fees
in connection with the negotiation of this Agreement or any Related Agreement,
the performance of its obligations hereunder or thereunder, and the consummation
of the transactions contemplated by this Agreement or any Related Agreement;
provided that in any proceeding or other attempt to enforce, construe or to
determine the validity of this Agreement or any Related Agreement, the
non-prevailing Party will pay the reasonable expenses of the prevailing Party,
including reasonable attorneys’ fees and costs.

    


    10.8      Notices.  All
notices, demands or other communications required or permitted to be given
hereunder will be in writing, and any and all such items will be deemed to have
been duly delivered upon personal delivery; or as of the third business day
after mailing by United States mail, certified, return receipt requested,
postage prepaid, addressed as follows; or as of the immediately following
business day after deposit with Federal Express or a similar overnight courier
service, addressed as follows; or as of the business day if by facsimile to the
facsimile number set forth below:

    


    Notices
to Seller:

    Tejas
Video Partners, LTD

    10846
Gulfdale

    San
Antonio, Texas 78216

    Attn:  Von
Shows

    Phone:
210-545-5230

    Fax:
210-545-7242

    


    Notices
to Buyer:

    Global
Axcess Corp

    7800
Belfort Parkway

    Suite
165

    Jacksonville
Florida 32256

    Phone:
904-395-1157

    Fax:
904-280-2180

    


    10.9      Counterparts.  This
Agreement may be executed in one or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts taken
together will constitute one and the same instrument.

    


    10.10    No Third Party
Beneficiaries.  Nothing in this Agreement is intended or shall
be construed to give any person, other than the parties hereto, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.

    


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    10.11    Publicity.  Each
party agrees to notify the other prior to issuing any press release or making
any public statement regarding the transactions contemplated hereby, and will
attempt to obtain the reasonable approval of the other party prior to making
such release or statement, except where such release or statement is required by
applicable law or pursuant to any listing agreement with, or the rules or
regulations of, any securities exchange or any other regulatory requirement, in
which case the disclosing party shall endeavor to provide the other party with
as much prior notice of the content of such release or statement as is
reasonably practicable under the circumstances.

    


    10.12    Confidentiality.  Other
than as contemplated by this Agreement, Seller will maintain in confidence, and
will cause its directors, officers, employees, agents, and advisors to maintain
in confidence, any written, oral, or other information in its possession
relating directly or indirectly to the Purchased Assets, unless such information
becomes publicly available through no fault of Seller, or its directors,
officers, employees, agents or advisors, the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the transactions contemplated herein,
or the furnishing or use of such information is required by legal proceedings or
otherwise required by law.  If this Agreement is terminated pursuant
to Section 8.1, this Section 10.12 shall be of no further force or
effect.

    


    10.13    Specific
Performance.  The parties hereto agree
that irreparable damages would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent the breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any court, Federal or State, of competent jurisdiction, Texas, this being in
addition to any other remedy to which they are entitled at law or in
equity.

    


    10.14.   Disputes.   Parties
Agree to submit any dispute arising out of this Agreement and any other
Agreement entered into at closing first to non-binding mediation.

    


    The
Parties have executed and delivered this Agreement on the date set forth in the
introductory paragraph of this Agreement.

    


    
      
        	
                Seller:

              	 
      	
                Buyer:

              
	 
      	 
      	 
      
	
                Tejas
      Video Partners, LTD

              	 
      	 
      
	
                By

              	 
      	 
      
	
                Tejas
      Video LLC-General Partner

              	 
      	 
      
	
                By

              	 
      	 
      
	
                Von
      Shows- it's Member

              	 
      	
                GLOBAL
      AXCESS CORP,

              
	
                a
      Texas limited liability company

              	 
      	
                a
      Nevada corporation

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Von Shows

              	 
      	
                By:

              	
                /s/ George McQuain

              
	 
      	
                Name:  Von
      Shows

              	 
      	 
      	
                Name:  George
      McQuain

              
	 
      	
                Title:  Member

              	 
      	 
      	
                Title:  President
      & CEO

              


      

    

    


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      Exhibits:

    

    


    
      	
              1.1(a)

            	
              Customer
      Agreement

            


    

    
      	
              1.1(b)

            	
              Vendor
      Agreements

            


    

    
      	
              1.1(c)

            	
              DVD
      Inventory

            


    

    
      	
              1.1(e)

            	
              Kiosk
      Communications Equipment

            


    

    
      	
              3.2(a)(i)

            	
              Form
      Assignment and Assumption

            


    

    
      	
              3.2(a)(ii)

            	
              Form
      Bill of Sale

            


    

    
      	
              3.2(a)(iv)

            	
              Form
      Non-Compete

            


    

    
      	
              3.2(a)(v)

            	
              Form
      Consulting Agreement

            


    

    
      	
              3.2(a)(vi)

            	
              Form
      Transition Services Agreement

            


    

    
      	
              3/2(a)(ix)

            	
              Form
      of Seller Counsel Legal Opinion

            


    

    


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