MASTER NON-REVOLVING LINE OF
CREDIT NOTE





$1,000,000.00
                December
      29,2009




FOR VALUE
RECEIVED, the undersigned (“Borrower”) promises to pay to the order of PROFICIO
BANK, a Utah banking corporation (the “Lender”) at its office at 10151 Deerwood
Park Boulevard, Building 200, Suite 105, Jacksonville, Florida 32256 (together
with any holder of this Master Non-Revolving Line of Credit Note (the “LOC
Note”), or such other place as the Lender may designate in writing, the sum of
One Million and NO/100 Dollars ($1,000,000.00) or such lesser amount as may be
advanced by Lender hereunder, with the principal and interest thereof being due
and payable in accordance with the terms of this LOC Note and pursuant to that
Loan and Security Agreement, dated of even date (the “Loan Agreement”), executed
by Borrower and Lender. Both principal and interest shall be payable in lawful
currency of the United States of America.




The
interest rate that shall be applicable to the principal balance of each advance
made under this LOC Note outstanding from time to time shall be selected in
writing by Borrower at the time it requests each advance, which shall be one of
the two options set forth below. The interest rate selected by Borrower shall
remain in effect as to each advance until such advance has been paid in full.
Lender’s records as to the amount of such advance and the interest rate selected
by Borrower shall be determinative of the amount of such advance and applicable
rate selected. Interest on the principal balance outstanding from time to time
under the LOC Note shall accrue at the greater of eight and three-quarters of
one percent (8.75%) per annum, and either (i) a variable rate of five and
one-half of one percent (5.50%) in excess of the interest rate published by The
Wall Street Journal, Jacksonville, Florida, from time to time as the prime rate
of interest (the “Prime Rate”); or (ii) a fixed rate equal to the Prime Rate in
effect on the date that Borrower requests an advance from Lender under this LOC
Note (as to such advance), plus five and one-half of one percent (5.50%). If the
date of request is not a banking day, then the applicable Prime Rate shall be as
determined on the next succeeding banking date. The Prime Rate is not
necessarily the lowest rate charged by the Lender. The rate of interest charged
hereunder shall change with each change in the Prime Rate.




Interest
on the LOC Note shall be computed daily on the outstanding principal balance of
each advance, determined as of the close of business each day. Interest shall be
calculated on the basis of a 360 day year multiplied by the actual number of
days elapsed in the interest calculation period. Interest accrued on the
principal balance outstanding from time to time at the applicable rate
aforesaid, together with installments of principal based on outstanding
principal balance and based upon a three (3) year amortization period, shall be
due and payable monthly commencing on the fifth (5th) day of the next
consecutive calendar month following the date of advance under the LOC Note, and
continuing on the same day of each and every month thereafter until three years
from the date of each advance (such date hereinafter referred to as the
“Maturity Dale”), when all unpaid principal and accrued and unpaid interest
shall be DUE AND PAYABLE IN FULL.









Disbursements
hereunder shall be made only in accordance with the terms and conditions of the
Loan Agreement. Lender shall be under no obligation to disburse loan proceeds
under this LOC Note after December , 2011.




If
default be made in the payment of any installment under the LOC Note, or under
the Loan Agreement, or under any other agreement contained herein or in any
other agreement, promissory note, or other instrument securing same or in any
other agreement between Borrower and Lender, whether now existing or entered
into in the future is not paid within ten (10) days of the due date therefor,
the entire principal sum and accrued interest shall at once become due and
payable, without notice, at the option of the lender. Failure to exercise this
option shall not constitute a waiver of the right to exercise the same in the
event of any subsequent default. The Lender shall have in addition to its
remedies under the LOC Note, and applicable law, all the remedies of a secured
party under the laws of the State of Florida and, without limiting the
generality of the foregoing, Lender shall have, upon the occurrence of an Event
of Default (as defined in the Loan Agreement), the right, at its option, and
without notice or demand, to declare the entire amount of this LOC Note
remaining unpaid, and all other liabilities of the Borrower or any of such
liabilities selected by Lender, immediately due and payable, less any unearned
interest or other charges and any rebates required by law (it being the
intention hereof that under no circumstances shall Lender be entitled to receive
at any time any charges not allowed or permitted by law or any interest in
excess of the maximum allowed by law); to set off against the LOC Note all money
owed by the Lender in any capacity to the Borrower, whether or not due; and
Lender shall be deemed to have exercised such right of setoff and to have made a
charge against any such money immediately upon the occurrence of such default
even though such charge is made or entered in the books of Lender subsequent
thereto. Upon disposition of any collateral after the occurrence of any default,
the Borrower shall be and remain liable for any deficiency, and Lender shall
account to the Borrower for any surplus, but Lender shall have the right to
apply all or any part of such surplus (or to hold the same as a reserve) against
any and all other liabilities of Borrower to Lender. In the event of default,
the Borrower and each endorser, surety and guarantor hereof, jointly and
severally, agree to pay all costs of collection, including but not limited to,
reasonable attorneys’ fees, whether incurred with respect to collection,
interpretation, dispute, trial, appeal, enforcement of any judgment based on the
Note, the Loan Agreement, or otherwise, whether suit be brought or not. After
default, interest shall accrue on all sums evidenced hereunder, including
principal and interest, at the highest rate then allowed by applicable
law.




If the
applicable interest rate, as determined by Borrower at the time of each advance,
is a fixed rate, any prepayment shall be subject to a prepayment fee equal to
two percent (2%) of the total outstanding balance of the advance being prepaid.
Such fee shall be due upon payment of the prepayment.









If the
applicable interest rate, as determined by Borrower at the time of each advance,
is a variable rate, Borrower may prepay at any time, without premium or fee, the
entire indebtedness evidenced hereby or any part thereof. Any partial prepayment
shall be applied against the principal amount outstanding under the note being
prepaid and shall not postpone the due date of any subsequent monthly
installments or change the amount of such installments, unless the Lender shall
otherwise agree in writing. A late charge of five per cent (5%) of the
installment shall be due on each installment of principal and interest in
default for 10 days or more.




The
interest on any advance under the LOC Note shall never be greater than an amount
which, if added to the amount of any discount, additional fees, or charges paid
by Borrower which constitute interest under the laws of the State of Florida,
would cause the total amount of interest to exceed the maximum rate of interest
chargeable to Borrower under the governing law. Lender agrees to refund, and
Borrower agrees to accept refund of, any and all sums received hereunder by
Lender which are determined to be usurious by any court of competent
jurisdiction, together with interest on such overcharge at the maximum lawful
rate then in effect.




Borrower
and all endorsers, sureties and guarantors hereto, jointly and severally, waive
demand, presentment, notice of dishonor and protest and hereby consent and agree
to any renewal, extension or modification of the LOC Note, the Loan Agreement
and any other instrument securing this LOC Note without notice and do further
agree that any such renewal, modification or extension shall not affect or limit
the liability of said parties hereunder. In addition, Borrower and each
endorser, surety and guarantor hereof, jointly and severally, consent and agree
that the discharge of any one or more of said parties or the release of any
security for this loan, whether by operation of law or otherwise, shall not
operate to discharge any other of said parties.




BY
ACCEPTANCE HEREOF, BORROWER AGREES THAT NEITHER BORROWER, NOR ANY ASSIGNEE,
SUCCESSOR, HEIR, OR LEGAL RE­PRESENTATIVE OF BORROWER (ALL OF WHOM ARE
HEREINAFTER REFERRED TO AS THE “PARTIES”)
SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER
LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS NOTE, THE SECURITY
AGREEMENT OR ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING TO THE
INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY, ANY RELATED AGREEMENT OR
INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS EVIDENCED HEREBY OR THE
DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG THIS PARTIES, OR ANY OF THEM. NONE
OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL
HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN
WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES WITH LENDER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.
LENDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO ANY OF THE PARTIES THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.




[SIGNATURE
ON FOLLOWING PAGE]









This Note
is to be construed and enforced in accordance with the laws of the State of
Florida and is secured by the Loan Agreement as defined above.





GLOBAL
      AXCESS CORP., a
                Nevada
      corporation




/s/
      Shellie Joyner
                        
                        By:
                        /s/
      George A. McQuainWitness
      print name:
                        Shellie
      Joyner
                        
                        
                        George
      A. McQuainIts:
                        President/s/ Desiree A. MillsWitness
      print name:
                        Desiree A. Mills




STATE OFGEORGIA


COUNTY OF
Camden





This
instrument was acknowledged before me this 29 day of December, 2009, by George
A. McQuain, as President of Global Axcess Corp., a Nevada corporation, on behalf
of said corporation, who is personally known to me or who has produced Drivers
license as identification.





Kathleen A. CuthbertsonNotary Public, State
      of GAat
      Large

                        My
      CommissionExpires: March, 6 2011