Unassociated Document


    LOAN AND SECURITY
AGREEMENT

    


    This LOAN
AND SECURITY AGREEMENT (“Agreement”), dated this ____ day of December, 2009 made
by GLOBAL AXCESS CORP., a Nevada corporation (the "Debtor"), to PROFICIO BANK, a
Utah banking association (the "Secured Party").

    


    PRELIMINARY
STATEMENT.  Debtor has borrowed this date or will borrow hereafter from
Secured Party one million and NO/100 Dollars ($1,000,000.00) (the “Loan”), which
loan is evidenced by Debtor's Master Non-Revolving Line of Credit Note of even
date (the "LOC Note") and other agreements executed in connection therewith
including, without limitation, a UCC-1 Financing Statement (collectively
referred to with the LOC Note as the “Loan Documents”). Debtor desires to secure
the Loan Documents by granting to Secured Party, among other collateral, a
security interest in the personal property more particularly described herein,
and by agreeing to be bound by the terms hereof.

    


    NOW,
THEREFORE, in consideration of the premises and in order to induce Secured Party
to deal with Debtor and to make extensions of credit to Debtor pursuant to the
terms hereof, Debtor hereby agrees as follows:

    


    SECTION
     
1.         Grant of
Security.  Debtor hereby assigns and  pledges to Secured
 Party, and hereby grants to Secured Party a security interest in all of
Debtor’s right, title and interest in and to the following (the
“Collateral”):

    


    A.       
All present and future contract receivables and contract rights, arising out of
or in connection with the sale or lease of the Collateral funded under the Loan
Documents,  and

    


    B.       
Debtors ATM and DVD Rental Machines hereafter acquired with the proceeds of the
Loan, together with all accessories, parts, and accessions located upon,
attached to or used in connection with any such property or which may at any
time hereafter be placed in or added thereto; and

    


    C.    
    All substitutions, replacements, and additions to any and all
of the Collateral; and

    


    D.       
All proceeds of any and all of the Collateral and, to the extent not otherwise
included, all payments under insurance (whether or not Secured Party is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the Collateral;
and

    


    E.        
All leases, rentals, revenues, payments, repayments, income, charges, monies,
issues and profits relating to the foregoing.

    


    SECTION      
2.         Security for
Obligations.  This Agreement secures the payment of (i) all
obligations of Debtor now or hereafter existing under the Loan Documents,
whether for principal, interest, fees, expenses, including but not limited to
attorneys' fees, or otherwise; (ii) all obligations of Debtor now or hereafter
existing under this Agreement, the Loan Documents, and any other agreements
securing the LOC Note, including any obligations of Debtor with respect to the
real and personal property pledged under the Loan Documents (collectively, the
“Collateral”); and (iii) all obligations of Debtor to Secured Party (all such
obligations of Debtor being the "Obligations").

    


    SECTION      
3.         Representations and
Warranties.  Debtor represents and warrants as follows:

    


    A.        The
financial information furnished to Secured Party in connection with Debtor's
application for this loan and in the financial statements submitted to Secured
Party is complete and accurate and Debtor has no undisclosed direct or
contingent liabilities.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B.        
Debtor has not incurred any debts, liabilities or obligations, and has not
committed itself to incur any debts, liabilities or obligations other than (i)
those disclosed to Secured Party in connection with its request for this loan or
shown on the financial statements submitted to Secured Party, and (ii) those
incurred in the ordinary course of business since the date of the financial
statements delivered to Secured Party.

    


    C.       
Debtor owns the Collateral free and clear of any lien, security interest, charge
or encumbrance except for the security interest created by this Agreement or
arising by operation of law.  No effective financing statement or other
instrument similar in effect covering all or any part of the Collateral is on
file in any recording office, and there are no judgments, liens, encumbrances or
other security interests outstanding against Debtor or any of its property other
than those disclosed to Secured Party in connection with its request for this
loan, and except such as may have been filed in favor of Secured Party to this
Agreement, or which will be terminated by reason of use of the loan proceeds
evidenced herein.

    


    D.       
This Agreement creates a valid, perfected, and enforceable security interest in
the Collateral, securing the payment of the Obligations, and all filings and
other actions necessary or desirable to perfect and protect such security
interest have been duly taken.

    


    E.        
No authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required either (i) for the
grant by Debtor of the security interest granted hereby or for the execution,
delivery or performance of this Agreement by Debtor or (ii) for the perfection
of or the exercise by Secured Party of its rights and remedies
hereunder.

    


    F.        
Debtor is a corporation duly formed, validly existing and in good standing under
the laws of the State of Nevada and has corporate power to borrow from Secured
Party and to execute and deliver the Loan Documents, and all security
agreements, and other agreements in connection therewith.

    


    G.       
The execution and delivery of the Loan Documents and this Agreement have been
duly authorized by all necessary corporate action and will not violate any
provision of (i) any law, rule, regulation, order, writ, judgment, decree,
determination or award having applicability to Debtor or (ii) Debtor's Articles
and/or Certificates of Incorporation or Bylaws or result in a breach of or
constitute a default under any indenture or bank loan or credit agreement or any
other agreement or instrument to which Debtor is a party or by which Debtor or
its property may be bound or affected, or require the approval of any indenture
trustee or an exemption from any governmental body or regulatory authority, and
Debtor is not in default under any such order, writ, judgment, decree,
determination, award, indenture, agreement or instrument.

    


    H.       
The Loan Documents and other agreements referred to herein when executed and
delivered by an authorized agent, shall constitute the valid and legally binding
obligations of Debtor, enforceable in accordance with their respective
terms.

    


    I.         
There are no actions, suits, or proceedings pending or threatened against Debtor
before any court or administrative agency, including without limitation, any
RICO Lien Act administrative action, which, if determined adversely to Debtor,
would have a material adverse effect on the financial condition or operation of
Debtor.

    


    J.         
No employee benefit plan established or maintained, or to which contributions
have been made, by Debtor which is subject to Part 3 of Subtitle 13 of Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
had an "accumulated funding deficiency" (as such term is defined in Section 302
of ERISA) as of the last day of the most recent fiscal year of such plan ended
prior to the date hereof, or would have had such an accumulated funding
deficiency on such day if such year were the first year of such plan to which
such Part 3 applied; and no material liability to the Pension Benefit Guaranty
Corporation has been incurred with respect to any such plan by
Debtor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    K.       
Debtor has suffered no financial adverse change since the date of submission to
Secured Party of Debtor's loan application and supporting financial information
and Debtor knows of no circumstances threatened or pending which would adversely
affect such financial information.

    


    L.        
All federal, state and county tax returns related to Debtor and Debtor's
business, its assets, and employees have been properly and timely filed and all
taxes shown thereon have been timely paid and proper reserves have been taken
and properly accounted for on all financial reports of Debtor as to taxes not
yet due and payable.

     

    SECTION      
4.         Further
Assurances.

    


    A.       
Debtor agrees that from time to time, at the expense of Debtor, Debtor will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that Secured Party may
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral,
including, without limitation, executing and filing such financing or
continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as Secured Party may request, in
order to perfect and preserve the security interests granted or purported to be
granted hereby.

    


    B.        
Debtor will, during the term of the Loan, furnish to Secured Party the following
financial reports and information:

    


    i)         
Debtor Financial
Statements. Signed annual financial statements on Debtor shall be
submitted to Secured Party within thirty (30) days of each year end, which
statement shall be prepared in accordance with generally accepted accounting
principles.

    


    ii)        
Year End
Audits.  Signed fiscal year audits on Debtor shall be submitted to
Secured Party within sixty (60) days from the date the audit is
released.

    


    iii)        
Tax Returns.
Within thirty (30) days after filing, but in any case within ninety (90) days of
the standard filing date (including applicable extensions), copies of all
federal and state, as appropriate, income tax returns on Debtor, including all
schedules and accompanying materials.  Should an extension be filed, the
filing party shall provide Secured Party with a copy of the extension request
and proof of payment of the applicable tax liability within 10 days of the
filing deadline.

    


    (iv)      
Fiscal
Year.  Debtor shall not change its fiscal year without the express
written consent of Secured Party.

    


    C.       
Debtor will reserve and keep in force all licenses, permits and franchises
necessary for the proper conduct of its business and will duly pay and discharge
all taxes, assessments and governmental charges upon Debtor or the Collateral
before the date on which penalties attach thereto, unless and to the extent only
that the same shall be contested in good faith and by appropriate
proceedings.

    


    D.       
Debtor will not without the prior written consent of Secured Party being first
obtained, (i) alter, through merger, consolidation, reorganization, sale,
purchase or distribution of substantial assets or otherwise, its current legal
and/or organizational make-up, voluntarily liquidate, in whole or in part,
dissolve or sell, lease, abandon or otherwise dispose of all or any substantial
portion of its properties or assets, or consolidate with, merge into, be a party
to any consolidation or merger with, or otherwise be a party to any
reorganization with, any corporation; (ii) be a party to any redemption or
recapitalization of its stock or be a party to any issuance of its stock,
including treasury shares; (iii) purchase stock or other intangible personal
property as an investment in any other business entity excluding publicly traded
securities; or (iv) enter into any leases relating to the
Collateral.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    E.        
Debtor will permit any representative or agent of Secured Party to examine and,
in their reasonable discretion, audit any or all of Debtor's books and records
when requested by Secured Party.  The cost of no more than one such audit
per year shall be borne by Debtor, unless an Event of Default shall have
occurred and be continuing hereunder.

    


    F.        
Debtor will immediately inform Secured Party of any material adverse change in
the financial condition of Debtor.

    


    G.       
Debtor will not (i) create, incur, assume or suffer to exist any new
indebtedness not in existence on the date hereof, without the prior written
consent of Secured Party being first obtained, except for trade credit and
accrued liabilities extended in the ordinary course of business, (ii) assume,
guarantee, endorse or otherwise become directly or contingently liable
(including without limitation liable by way of agreement, contingent or
otherwise, to purchase,  to provide funds for payment, to supply funds to
or otherwise to invest in Debtor or otherwise to assure any creditor against
loss) in connection with any indebtedness of any other person, except guaranties
by endorsement of negotiable instruments for deposit in the ordinary course of
business, or (iii) create, assume, incur or suffer to exist any indebtedness to
any other person or source whatsoever without the prior written consent of
Secured Party being first obtained, except in each such case:

    


    (i)        
debt created hereby or by this Agreement;

    


    (ii)       
debt secured by existing liens described in Section 3(c) hereof, if
any;

    


    (iii)   
   debt secured by liens for taxes, assessments or governmental
charges or levies on its property if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being contested in
good faith and by appropriate proceedings;

    


    (iv)      
imposed by law, such as carriers', warehousemen's and mechanic's liens and other
similar liens arising in the ordinary course of business;

    


    (v)      
 trade
credit and accrued liabilities incurred in the ordinary course of business;
and

    


    (vi)      
arising out of pledges or deposits under workmen's compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation.

    


    H.       
Without Secured Party's prior written consent in each instance, Debtor shall not
pledge, hypothecate, or in any way further encumber its assets.

    


    I.         
Debtor shall maintain a Debt Service Coverage Ratio of at least 1.25 to be
tested quarterly upon receipt of Debtor’s financial information at the end of
each fiscal quarter.  Debt Service Coverage Ratio shall mean: as of the
last day of any calendar quarter, the ratio calculable by dividing (a) net
income plus depreciation, amortization and interest expense less withdrawals and
dividends, for the twelve month period immediately proceeding such date, by (b)
the current portion of long term senior debt (as defined under GAAP) and
Interest Expense.

    


    J.         
Debtor shall maintain a minimum Tangible Net Worth of $9,000,000.00, which shall
be tested at the end of each quarter.  Tangible Net Worth shall mean:
shareholders’ equity minus intangible assets (as categorized on the Debtor’s
balance sheet (for the avoidance doubt, “intangible assets” do not include
merchant contracts)) and Related Party Receivables.  Related Party
Receivables means all amounts due from related entities (including without
limitation affiliates, subsidiaries, shareholders and officers.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    K.        Debtor
shall maintain a depository account with Secured Party.

    


    L.         Debtor
shall pay from time to time as the same shall become due and payable, the full
amount of all taxes of every nature and kind, including without limitation,
documentary stamp taxes and intangible taxes as well as all of the tax-related
interest and penalties due under the Loan Documents, and any other indebtedness
and liabilities in accordance with customary trade practices.  Debtor
further agrees to indemnify and hold Secured Party harmless from and against any
and all documentary stamp taxes, intangible taxes and interest and penalties
thereon assessed in connection with any loan transaction subject to this
Agreement.  Debtor shall pay when due all taxes, license fees, assessments
and other liabilities and charges, except as shall be contested in good faith by
appropriate proceedings being diligently prosecuted provided that with respect
to such contested matter, Debtor shall have created adequate reserves against
its possible liability thereunder; and provided, further, that if Secured Party
shall notify Debtor that in its reasonable opinion, by non-payment of any such
matters the Collateral or any part thereof will be subject to immediate loss or
forfeiture, any such taxes, assessments or charges shall be promptly paid by
Debtor.

    


    M.       Debtor
shall procure insurance insuring the Collateral against risks of loss or damage,
theft, business interruption insurance coverage, general liability insurance
coverage, and such other casualty as Secured Party may reasonably require.
 Each such policy shall name Secured Party as loss payee and contain a
clause or endorsement satisfactory to Secured Party that such policy may not be
cancelled or altered and Secured Party may not be removed as loss payee without
at least thirty (30) days' prior written notice to Secured Party.  In all
events, the amounts of such insurance coverages shall conform to prudent
business practices and shall be in such minimum amounts that Debtor will not be
deemed co-insurers under applicable insurance laws, regulations, policies or
practices.  Debtor hereby assigns and grants to Secured Party a security
interest in any and all proceeds of such policies insuring the Collateral and,
upon the occurrence of an event of Default and continuously thereafter,
authorize each insurance company to pay all such proceeds directly and solely to
Secured Party and not to Debtor and Secured Party jointly.

    


    N.        Debtor
shall immediately notify Secured Party in writing upon the happening,
occurrence, or existence of any event of Default, or any event or condition
which with the passage of time or giving of notice, or both, would constitute an
Event of Default, and shall provided Secured Party with a detailed statement by
a responsible officer of Debtor, of all relevant facts and the action being
taken or proposed to be taken by Debtor with respect to remedying the Event of
Default.

    


    O.        Debtor
shall give Secured Party prompt written notice of any action, suit or proceeding
at law or in equity or before any governmental instrumentality or other agency,
including any investigation by any governmental instrumentality or any other
agency, the outcome of which might adversely affect the operations or financial
condition of Debtor.

    


    P.         Debtor
shall comply with all laws, rules, ordinances, and regulations to which it may
be subject promulgated by any governmental authority and applicable to Debtor,
unless contested by Debtor as permitted by law.

    


    Q.        Debtor
shall provide Secured Party with thirty (30) or more days prior written notice
of the nature of any intended change in it legal or trade name or the location
of any facility where any of the Collateral may be located and when such change
or use shall become effective.

    


    R.        
Debtor shall provide Secured Party within ten (10) days of release, any press
release issued by Debtor, regardless of medium.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION      
5.         Transfers and Other
Liens.  Debtor shall not:

    


    A.       
Sell, assign (by operation of law or otherwise) or otherwise dispose of any
material portion of the Collateral (except for the sale of inventory at usual
prices in the ordinary course of business).

    


    B.       
Create or suffer to exist any lien, security interest or other charge or
encumbrance upon or with respect to any of the Collateral to secure debt of any
person or entity, except for the security interest created by this
Agreement.

    


    C.       
Notwithstanding the provisions of paragraph (A) above, if any item of personal
property constituting a part of the Collateral becomes inadequate, obsolete,
worn out, unsuitable, undesirable or unnecessary or should be replaced, Debtor
may remove such item provided that Debtor shall either:

    


    
      	
               
      

            	
              i.

            	
              Prior
      to or simultaneously with such removal, substitute and install as part of
      the Collateral, property having equal or greater value (but not
      necessarily the same function in the operation of the Collateral), which
      such substituted property shall be free from all liens and encumbrances
      and shall become part of the Collateral;
or

            


    

    


    
      	
               
      

            	
              ii.

            	
              In
      the case of removal of property without substitution, promptly pay to
      Secured Party an amount equal to (a) the proceeds of such sale or the
      scrap value thereof, if the removed property is sold or scrapped, or (b)
      if the removed property is used as a trade-in for property not to be
      installed as part of the Collateral, the trade-in credit received by
      Debtor.

            


    

    


    Debtor
shall apply monies under subsection (c)(ii) to the payment of the outstanding
principal balance under the note executed in connection with the advance to
purchase the Collateral, as provided therein.  In addition, Debtor shall
reduce the note executed in connection with the advance to purchase the same
Collateral by an amount, if any, equal to the difference between the payments,
paid on such note, and the value of the Collateral as carried on the books of
Secured Party.

    


    SECTION      
6.         Secured Party Appointed
Attorney-in-Fact.  Debtor effective upon the occurrence and during
the continuance of an Event of Default hereby irrevocably appoints Secured Party
Debtor's attorney-in-fact, with full authority in the place and stead of Debtor
and in the name of Debtor, Secured Party or otherwise, from time to time in
Secured Party's reasonable discretion, to take any action and to execute any
instrument which Secured Party may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement (subject to the rights of Debtor under
Section 7), including, without limitation:

    


    
      	
               
      

            	
              i.

            	
              to
      ask, demand, collect, sue for, recover, compound, receive and give
      acquittance and receipts for moneys due and to become due under or in
      respect of any of the Collateral,

            


    

    


    
      	
               
      

            	
              ii.

            	
              to
      receive, endorse, and collect any drafts or other instruments, documents
      and chattel paper, in connection with clause (i) above,
  and

            


    

    


    
      	
               
      

            	
              iii.

            	
              to
      file any claims or take any action or institute any proceedings which
      Secured Party may deem necessary or desirable for the collection of any of
      the Collateral or otherwise to enforce the rights of Secured Party with
      respect to any of the
Collateral.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION      
7.         Secured Party May
Perform.  If Debtor fails to perform any agreement contained herein,
Secured Party may itself perform, or cause performance of, such agreement, and
the expenses of Secured Party incurred in connection therewith shall be payable
by Debtor under Section 12(B).

    


    SECTION      
8.         Secured Party's
Duties.  The powers conferred on Secured Party hereunder are solely
to protect its interest in the Collateral and shall not impose any duty upon it
to exercise any such powers.  Except for the safe custody of any Collateral
in its possession and the accounting for monies actually received by it
hereunder, Secured Party shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral.

    


    SECTION      
9.         Leases.  Debtor
acknowledges that in consideration of Secured Party making a loan evidenced by
the Loan Documents, Debtor hereby transfers, assigns, delivers, and grants a
security interest to Secured Party in all of the right, title, and interest of
Debtor in and to:  (i) all leases, subleases, and any other agreements,
whether written or oral, hereinafter existing with respect to any portion or
portions of the Collateral; (ii) all rents and other payments of every kind due
or payable and to become payable to Debtor by virtue of any lease of the
Collateral; (iii) all books and records relating to leases of the Collateral;
and (iv) all proceeds of any of the Collateral.

    


    This
Agreement constitutes an absolute and present assignment of all rentals, income
and other revenues payable under or derived from any and all leases concerning
the Collateral, subject only to the conditional license granted by the Secured
Party to the Debtor to collect such rentals, income and revenues during such
time as no Event of Default shall have occurred hereunder.

    


    Debtor
shall not enter into any lease of all or any part of the Collateral subsequent
to the date hereof except with the prior written consent of Secured Party and
pursuant to lease terms in form and substance satisfactory to the Secured
Party.

    


    Debtor
will perform, fulfill, comply with and observe each and every covenant,
agreement and condition to be performed, fulfilled, complied with and observed
by the Debtor as lessor under any lease of the Collateral, and will not suffer
or permit any default of the Debtor as lessor thereunder to occur (except
defaults which are duly cured within the time provided in a lease for the curing
thereof).

    


    Debtor
shall not, and shall not have the right or power to, as against the Secured
Party without its consent, cancel, terminate, abridge or modify any lease,
except under commercially reasonable terms and conditions, or accept a surrender
thereof or accept prepayments of installments of rent or other sums due or to
become due thereunder.

    


    SECTION      
10.       Events of
Default.  The occurrence of any of the following events shall
constitute an event of default (“Events of Default”):

    


    A.       
Failure to pay within ten (10) days after the same shall become due any portion
of the Obligations, including, but not limited to, any principal or interest due
under the Loan  Documents or other instrument evidencing the Obligations;
or

    


    B.        
Failure by Debtor to comply with or perform any provision of this Agreement, the
Loan Documents, or any provision of any document contemplated by or delivered in
connection with this Agreement, on its part to be complied with or performed
which such failure is not cured within ten (10) days after notice thereof is
delivered to Debtor; or

    


    C.       
Any representations or warranties made or given, or to be made or given, by
Debtor in this Agreement, or in any certificate, agreement, guaranty, instrument
or statement contemplated by or made or delivered in connection with this
Agreement, shall have been incorrect, false or misleading in any material
respect when made; or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    D.       
Breach, or a violation of, any covenant of Debtor made or given in connection
with this Agreement that is not cured within ten (10) days after notice thereof
is delivered to Debtor or any indenture, bank loan or credit agreement or any
other agreement or instrument to which Debtor is a party or by which Debtor or
its property may be bound or affected that is not cured within the cure period
provided therein; or

    


    E.        
Subjection of the Collateral, or any part thereof, to attachment, levy of
execution or other judicial process; or

    


    F.        
The revocation, withdrawal, material modification or withholding of any license,
consent or approval of any governmental body or other regulatory authority or
agency required for the consummation of any transaction contemplated by this
Agreement or any other agreement between Debtor and Secured Party, or the
happening of any other event whereby such license, consent or approval shall
lapse or otherwise not be in full force and effect; or

    


    G.       
The default or the occurrence of an event, which with notice and passage of time
would constitute a default under any agreement between Debtor and Secured Party,
or between any Guarantor or Corporate Guarantor and Secured Party that is not
cured within the cure period provided therein; or

    


    H.       
A default, event of default, or event, which with notice and passage of time
would constitute a default or event of default, under any material lease or
other agreement between Debtor and any other party which has not been cured
within any applicable cure period; or

    


    I.         
Failure of Debtor to maintain:  (i) the Debt Service Coverage Ratio as set
forth in Section 4(I), (ii) the minimum Tangible Net Worth as set forth in
Section 4(J), and (iii) a depository account with Secured Party as set forth in
Section 4(K).

    


    SECTION      
11.       Remedies.  If
any Event of Default shall have occurred and be continuing, Secured Party may
exercise all rights and remedies set forth in the Loan Documents, and, in
addition to other rights and remedies provided for herein or  otherwise
available to it, all the rights and remedies of a secured party on default under
the Uniform Commercial Code as adopted by the State of Florida (the "Code")
(whether or not the Code applies to the affected Collateral).

    


    SECTION      
12.       Indemnity and
Expenses.

    


    A.       
Debtor agrees to indemnify Secured Party against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement), except claims, losses or liabilities
resulting from Secured Party's gross negligence or willful
misconduct.

    


    B.        
Debtor will upon demand pay to Secured Party the amount of any and all
reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of Secured Party hereunder or (iv) the failure by Debtor to
perform or observe any of the provisions hereof.

    


    SECTION      
13.       Waiver of Jury
Trial.  No party to this Agreement or any assignee, successor, heir
or legal representative of a party shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising
out of this Loan and Security Agreement, any related agreement or instrument,
any other collateral for the indebtedness secured hereby or the dealings or the
relationship between or among the parties hereto or thereto, or any of
them.  No party will seek to consolidate any such action, in which a jury
trial has been waived, with any other action in which a jury trial cannot or has
not been waived.  The provisions of this paragraph have been fully
negotiated by the parties hereto, and these provisions shall be subject to no
exceptions.  No party has in any way agreed with or represented to any
other party that the provisions of this section will not be fully enforced in
all instances.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION      
14.       Amendments.  No
amendment or waiver of any provision of this Agreement nor consent to any
departure by Debtor herefrom, shall in any event be effective unless the same
shall be in writing and signed by Secured Party, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

    


    SECTION      
15.       Addresses for
Notices.  All notices and other communications provided for
hereunder shall be in writing (including email and telegraphic communication)
and, if to Debtor, mailed or telegraphed or delivered to it, addressed to 7800
Belfort Parkway, #165, Jacksonville, Florida 32256, Attn: George A. McQuain, if
to Secured Party mailed or delivered to it, addressed mailed or delivered to
10151 Deerwood Park Boulevard, Building 200, Suite 105, Jacksonville, Florida
32256, Attn: Joseph D. Sistare, III, (csitare@proficiobank.com)
or as to either party at such other address as shall be designated by such party
in a written notice to each other party complying as to delivery with the terms
of this Section.  All such notices and other communications shall, when
mailed or telegraphed, respectively, be effective when deposited in the mails or
delivered to the telegraph company, respectively, addressed as
aforesaid.

    


    SECTION      
16.       Governing Law;
Terms.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

    


    SECTION      
17.       Security for Other
Obligations.  This Agreement stands and is security for any and all
notes, liabilities, obligations, direct or contingent and of whatsoever kind or
description, of Debtor, or one or more of them if more than one Debtor, to
Secured Party, whether as maker, endorser, surety, guarantor or otherwise, and
whether those notes, liabilities and obligations, or any of them, of Debtor, or
one or more of them if more than one Debtor, be now in existence or accrue or
arise hereafter, or be now owned or held by Secured Party or be acquired
hereafter, to include notes, liabilities and obligations owing by Debtor, or one
or more of them if more than one Debtor, jointly with third persons, it being
the intent and purpose of Debtor, and each of them if more than one, to secure
by this Agreement, all notes, claims, demands, liabilities, and obligations
(whether or not otherwise secured) that Secured Party may have, hold or acquire
at any time during the life of this Agreement against Debtor, or one or more of
them if more than one Debtor, provided that all such notes, claims, demands,
liabilities and obligations secured by this Agreement must be incurred or arise
or have come into existence either on or prior to the date of this Agreement, or
within the period of twenty (20) years from the date of this Agreement.  It
is expressly understood and agreed that Secured Party in its dealings in the
future with any of the notes, liabilities and obligations of Debtor, or one or
more or all of them if more than one Debtor, intends to rely upon, and will rely
upon, the provisions of this paragraph.

    


    SECTION      
18.       Advances Under
Note.  Lender agrees that it shall make advances under the LOC Note
(“each an “Advance”) to Debtor up to $1,000,000 in the aggregate as requested by
Debtor from time to time, subject and pursuant to the terms of this Agreement
and the LOC Note.  Debtor acknowledges that prior to Secured Party’s
obligation to advance funds pursuant to the Loan Documents, Debtor shall:
 (a) present to Secured Party a detailed purchase order including the cost,
quantity, and description of each ATM or DVD rental machine being purchased; (b)
present a list of installation locations for each machine being purchased; (c)
if used machines are being purchased, present an appraisal, dated no more than
sixty (60) days prior to the date of request for such advance, of the fair
market value of the used machines; (d) execute such documents as are required by
Secured Party to perfect a security interest in accordance with Secured Party’s
underwriting guidelines, and such other matters as are requested by Secured
Party; (e) present to Secured Party a list of serial numbers and model numbers
for each machine being purchased; and (f) provide Secured Party with proof that
all machines being purchased are free of all liens.  Debtor acknowledges
that the amounts advanced as to all purchases hereunder shall not exceed
$1,000,000.00 and as to any individual machine purchased hereunder, advances
shall not exceed: (i) seventy-five percent (75%) of the purchase price of new
machines; and/or (ii) seventy-five percent (75%) of the appraised fair market
value of such machine not to exceed the purchase price of such
machines.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION      
19.       Terms of Loan Repayment.  Each
Advance made under the LOC Note shall be repaid in thirty six (36) equal and
consecutive monthly installments of principal, plus interest thereon.  Each
payment shall be due and payable monthly commencing on the fifth (5th) day of
the next consecutive calendar month following the date of each Advance and
continuing on the same day of each and every month thereafter.

    


    SECTION      
20.       Use of
Proceeds.  Advances made under the Loan Documents shall be used
solely for the purchase of ATM and DVD rental machines to be placed with Debtors
existing clients.

    


    SECTION      
21.       Origination
Fee.  Debtor acknowledges that it shall pay to Secured Party an
origination fee of $5,000.00 (the "Origination Fee").  The Origination Fee
shall be paid on a pro rata basis based on the amount of each advance under the
Loan Documents.  Such payment shall be due at the time of each
advance.  In the event no advance is made under the Loan Documents within
12 months from the date hereof, Debtor shall immediately pay to Secured Party,
$2,500.00 of the Origination Fee.

    


    IN
WITNESS WHEREOF, Debtor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.

    


    
      
        
          
            
              	
                      Signed
      and acknowledged in the

                    	 
      	
                      GLOBAL
      AXCESS CORP., a,

                    	 
	
                      presence
      of:

                    	 
      	
                      Nevada
      corporation

                    	 
	 
      	 
      	 
      	 
      	 
	
                      /s/ Shellie
      Joyner   

                    	 
      	 
      	 
      	 
	Shellie
      Joyner  	 
      	 
      	 
      	 
	
                         

                    	 
      	
                      By:

                    	
                      /s/ George
      McQuain   

                    	 
	
                      Witness
      Print Name

                    	 
      	
                      Name: 

                    	
                      George
      McQuain   

                    	 
	 
      	 
      	
                      Its:

                    	
                      President &
      CEO   

                    	 
	
                      /s/ Desiree A.
      Mills   

                    	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                      Desiree A.
      Mills   

                    	 
      	 
      	 
      	 
	
                      Witness
      Print Name

                    	 
      	 
      	 
      	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                        
                    /s/ Shellie
      Joyner   

                  

                	 
      	
                  PROFICIO
      BANK, a

                	 
	      
                  Shellie
      Joyner   

                	 
      	
                  Utah
      banking corporation

                	 
	
                     

                	 
      	 
      	 
      	 
	
                  Witness
      Print Name

                	 
      	 
      	 
      	 
	 
      	 
      	
                  By: 

                	
                  /s/
      Joseph D. Sistare, III

                	 
	
                        
                    /s/ Desiree A.
      Mills      

                  

                	 
      	 
      	
                  Joseph
      D. Sistare, III

                	 
	Desiree A.
      Mills   	 
      	
                  Its:

                	
                  Vice-President

                	 
	
                     

                	 
      	 
      	 
      	 
	
                  Witness
      Print Name

                	 
      	 
      	 
      	 


        

      

    

    


    STATE OF
GEORGIA

    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 Driver License as identification.

    


    
      
        
          
            
              	
                      Kathleen
      A. Cuthbertson

                    	 
	
                      Notary
      Public, State of Georgia at Large

                    	 
	
                      My
      Commission Expires: March 6, 2011

                    	 


            

          

        

      

    

    


    STATE OF
GEORGIA

    COUNTY OF
CAMDEN

    


    This
instrument was acknowledged before me this 29 day of December, 2009, by
Joseph D. Sistare, III, as Vice President, of Proficio Bank, a Utah banking
corporation, on behalf of said corporation, who is personally known to me or who
has produced Driver License as identification.

    
 

    
      
        	
                      
                  Kathleen
      A. Cuthbertson

                

              
	
                Notary
      Public, State of Georgia

              
	
                My
      Commission Expires: March 6,
2011