IN THE
UNITED STATES DISTRICT COURT,


NORTHERN
DISTRICT OF TEXAS, DALLAS DIVISION








SIDNEY
MICHAEL COLE,





Plaintiff,


CIVIL
      ACTION NO.: 3-08CV0791-P


v.





GLOBAL
AXCESS CORP,





Defendant





_____________________________________/





MEDIATED SETTLEMENT
AGREEMENT









THIS SETTLEMENT AGREEMENT is made and
entered into this 22nd day of
January, 2009, by and between Plaintiff, Sidney Michael Cole (“Cole”) and
Defendant, Global Axcess Corp (“Global”).




W I T N E S S E T
H:




WHEREAS, Cole brought suit against
Global in the above-styled case (“Lawsuit”) for damages and other relief, which
claims are disputed by Global, and any liability therefor; and




WHEREAS, the parties have agreed to
resolve this matter, including all claims, whether or not presently asserted in
this litigation, by executing this Settlement Agreement, by which, amongst other
consideration to be exchanged between the parties as provided
herein.  Global’s insurer will pay a monetary sum to Cole, and Cole
will dismiss this action against Global, with prejudice.




NOW, THEREFORE, in consideration of the
mutual covenants and promises contained herein and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, it
is hereby stipulated and agreed by and between the parties hereto as
follows:







1.           The
foregoing recitals are acknowledged and incorporated herein.




2.           On
or before January 29, 2009, counsel for Cole will send a fully executed W-9 form
to counsel for Global, and Global’s insurer, Admiral Insurance Company, shall
tender the sum of $[XXXX]* to Cole’s counsel, Eugene Zemp DuBose, on or
before February 12, 2009.




DuBose
shall hold the settlement funds in trust until such time as the case is
dismissed with prejudice as set forth in paragraph 3 below.




3.           Within
ten (10) days following receipt of the settlement funds provided for herein,
Cole’s counsel shall cause to be filed a Voluntarily Notice of Dismissal With
Prejudice or other appropriate pleading (including an agreed order and dismissal
to be signed by all counsel) to cause this action to be dismissed with
prejudice.  Each party shall bear their own attorneys’ fees and
costs.




4.           The
parties agree that the terms of this Settlement Agreement are strictly
confidential, and shall not be disclosed to any third party unless required by
law.  The parties may, however, disclose the terms of this Settlement
Agreement to their respective accountants or other professionals who have a need
to know for purposes of rendering professional services to the parties
hereto.  The parties hereto may further disclose the terms of this
Settlement Agreement as required by applicable securities and other laws or
regulations, but only so much of the terms of the Settlement Agreement as is
necessary or required in accordance with said securities and other laws or
regulations.




5.           Cole,
for and in consideration of the payment of $[XXXX]*, and other valuable consideration received
from or on behalf of Global and its insurer, Admiral Insurance Company, does
hereby remise, release, acquit, satisfy, and forever discharge Global and its
subsidiary and affiliated companies, its current and/or former officers,
directors, employees, and agents, attorneys, accountants, and auditors
(including but not limited to Kirkland, Russ Murphy & Tapp and it’s agents
and employees), and its insurer, from any and all manner of obligations, action
and actions, cause and causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, which Cole, his successors,
heirs and assigns ever had, now have or hereafter can, shall or may have,
against them, from the beginning of the world to the date hereof, arising out of
the facts, events, or transactions which was the subject of the
Lawsuit.







* Filed under application for
confidential treatment.
  
 -2-


6.           Global,
for good and valuable consideration, does hereby remise, release, acquit,
satisfy, and forever discharge Cole, his attorneys and agents from any and all
manner of obligations, action a actions, cause and causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, which
Global, its successors and assigns ever had, now have or hereafter can, shall or
may have, against them, from the beginning of the world to the date hereof,
arising out of the facts, events, or transactions at issue in the
Lawsuit.




7.           Notwithstanding
anything to the contrary in this Settlement Agreement or otherwise provided
herein, Cole shall retain ownership of all Global stock and warrants he owned
prior to signing this Settlement Agreement.




8.           This
Settlement Agreement may only be modified by a written document executed by all
parties hereto, and no oral modifications to this Settlement Agreement shall be
enforceable by any party.




-3-


9.           The
parties stipulate and agree that they have jointly and equally participated in
the drafting of this Settlement Agreement.  The parties further
stipulate and agree that they have voluntarily entered into this Settlement
Agreement without reliance on any statements or demands made by any other party
hereto, including the party’s respective counsel, and that there have been no
promises or inducements to enter into this Settlement Agreement that have not
been expressly provided for herein.




10.           This
Settlement Agreement shall be governed by and construed in accordance with the
laws of the state of Texas.




IN WITNESS WHEREOF, the parties have
executed this Settlement Agreement as of the date first written
above.







GLOBAL
AXCESS CORP




By:
                                  /s/
      George McQuain
                                  
                                  /s/
      Steve BrustWitnessIts:
                                  President
      & CEO/s/
      Sidney Michael Cole
                                  
                                  /s/ Eugene
      Zemp DuBoseSIDNEY
      MICHAEL COLE
                                  
                                  WitnessAPPROVED
      AS TO FORM:/s/
      Steve Brust
                                  
                                  /s/  Eugene
      Zemp DuBoseSteve
      Brust, counsel for Global
                                  
                                  Eugene
      Zemp DuBose, counsel for
Cole


-4-