FIRST AMENDMENT
TO


GLOBAL AXCESS
CORPORATION


2002 INCENTIVE STOCK
PLAN





THIS
FIRST AMENDMENT TO GLOBAL AXCESS CORPORATION 2002 INCENTIVE STOCK PLAN (the
“First Amendment”), made and effective as of the ____ day of December,
2008,





W I T N E S S E T
H:





WHEREAS, Global Axcess Corporation (the
“Company”) adopted the Global Axcess Corporation 2002 Incentive Stock Plan
effective June ___, 2002 (the “Plan”); and





WHEREAS,
Section 409A was added to the Internal Revenue Code of 1986, as amended (“Code
Section 409A”), and additional guidance was issued thereunder, which requires
that in order to avoid taxation and penalties to Participants, any deferred
compensation paid by the Company pursuant to the Plan must comply with the
requirements of Code Section 409A in form and operation at all times on and
after January 1, 2005; and





WHEREAS,
the Company has administered the Plan in good faith compliance with Code Section
409A and now desires to memorialize its compliance in the form of an amendment
to the Plan; and





WHEREAS,
the Plan may be amended in accordance with Section 8 thereof.





NOW
THEREFORE, the Company hereby amends the Plan as follows:




1)           All
provisions of the Plan regarding Stock Awards and Restricted Stock Purchase
Offers are hereby deleted with the intention that Stock Awards and Restricted
Stock Purchase Offers shall not be permitted under the Plan.




2)           The
Plan is hereby amended to eliminate consultants from the group of persons
eligible to participate under the Plan.




3)           The
Plan is hereby amended such that any reference therein to “termination” shall be
deemed to refer to a “separation from service” within the meaning of Code
Section 409A.




4)           Section
1(f) of the Plan is hereby deleted in its entirety and replaced with the
following:




“(f)
‘Fair Market Value’ – The fair market value of the Company’s issued and
outstanding stock as determined in good faith by the Board or Committee,
provided such determination shall in all events comply with Code Section
409A.”




5)           The
provisions of Section 2 are hereby made subject to compliance with Code Section
409A.”







6)           Section
5(b)(ii) of the Plan is hereby deleted in its entirety and replaced with the
following:




“(ii)  Incentive
Stock Options granted to a person who at the time the Option is granted is not a
Ten Percent Holder and any Nonstatutory Option granted shall have an exercise
price of no less than 100% of the Fair Market Value of the Stock as of the date
of grant.”




7)           The
provisions of Sections 5(i), 5(k) and 8 of the Plan are hereby made subject to
compliance with Code Section 409A.




8)           Section
15 is hereby added to the Plan, immediately following Section 14, reading as
follows:




“15.  Compliance
with Laws.  The Plan and all Grants hereunder shall comply at all
times with all laws and regulations of any governmental authority which may be
applicable thereto (including Code Section 409A). To the extent that an Option
granted hereunder is designated as an Incentive Stock Option, it shall comply
with Code Section 422, and all provisions of the Plan and the Grant Agreement
for such Option shall be construed in such manner as to effectuate that
intent.  Any provision of the Plan or any Grant Agreement
notwithstanding, the Participant or Optionee shall not be entitled to receive
the benefits of Grants and the Company shall not be obligated to pay any
benefits to a Participant or Optionee if such exercise, delivery, receipt or
payment of benefits would constitute a violation by such individual or the
Company of any provision of any such law or regulation.  Any reference
herein to “compliance with the requirements of Code Section 409A” or words of
similar import shall be interpreted to mean application of the terms of the Plan
or any Grant, or administration of the Plan or any Grant, as the case may be, in
such a manner that no additional income tax is imposed on a Participant or
Optionee pursuant to Code Section 409A(1)(a); provided, however, that this
provision shall not limit the application of the $100,000 limit on Incentive
Stock Options set forth in Section 3(b) of the Plan or any recharacterization of
an Option resulting therefrom.  If additional guidance is issued under
or modifications are made to Code Section 409A or any other law affecting the
Grants issued hereunder, the Plan Administrator shall take such actions
(including amending the Plan or any Grant Agreement without the necessity of
obtaining Participant or Optionee consent otherwise required by the Plan) as it
deems necessary, in its sole discretion, to ensure continued compliance with
Code Section 409A.”







IN
WITNESS WHEREOF, the Company has caused this First Amendment to be executed by
its duly authorized officer as of the date first above written.




GLOBAL
      AXCESS CORPORATIONBy:
                            /s/
      George McQuainTitle:
                            President
      &
CEO