CREDIT AND SECURITY
AGREEMENT

    


    THIS CREDIT AND SECURITY AGREEMENT
("Agreement"), dated as of the 27th day of March, 2009, by and among GLOBAL
AXCESS CORP., a Nevada corporation (the "Borrower”), and SUNTRUST BANK a Georgia
banking corporation ("Lender").

    


    STATEMENT OF
PURPOSE

    


    WHEREAS, Borrower desires to borrow
funds from Lender, and Lender has agreed to make loans and extend certain credit
to Borrower on the terms and conditions of this Agreement.

    


    NOW, THEREFORE, for good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, Borrower and Lender hereby agree as follows:

    


    ARTICLE
I

    DEFINITIONS

    


    SECTION
1.1            Definitions.  The
following terms when used in this Agreement shall have the meanings assigned to
them below:

    


    “Account Debtor” means
any Person who is or who may become obligated under, with respect to, or on
account of an Account.

    


    “Accounts” means all
currently existing and hereafter arising accounts, contract rights, and all
other forms of obligations owing to Borrower including without limitation
obligations arising out of the sale or lease of goods or the rendition of
services by Borrower, irrespective of whether earned by performance, deposit
accounts, certificates of deposit, rights to tax refunds and tax refund claims,
insurance premium rebates, monies due or recoverable from pension funds, and any
and all credit insurance, guaranties, or security therefore.

    


    “Affiliate” means,
with respect to a Person, any other Person who directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common:
control with, such Person. The term "control" means (a) with respect to an
Affiliate of Borrower or any Subsidiary thereof; the power to vote fifty percent
(50%) or more of the securities or other equity interests, of such Person having
ordinary voting power; (b) with respect to an Affiliate of Lender, the power to
vote eighty percent (80%) or more of the securities or other equity interests of
a Person having ordinary voting power; or (c) with respect to any Person, the
possession, directly or indirectly, of any other power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.

    


    “Aggregate Commitment”
means the aggregate amount of the Term Loan Commitment. Amount hereunder, as
such amount may be reduced or modified at any time or from time to time pursuant
to the terms hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “Agreement” means this
Credit and Security Agreement, as amended or supplemented from time to
time.

    


    “Applicable Law” means
all applicable provisions of constitutions, statutes, rules, regulations and
orders of all Governmental Authorities and all orders and decrees of all courts
and arbitrators.

    


    “Borrower” means
Global Axcess Corp. and its successors and assigns.

    


    “Borrower's Books”
means all of Borrower's books and records including: ledgers and records
indicating; summarizing, or evidencing Borrower's properties or assets
(including the Collateral) or liabilities; all information relating to
Borrower's business operations or financial condition; and all computer
programs, disk or tape files, printouts, runs, or other computer prepared
information.

    


    “Business” shall mean
the business that Borrower operates from time to time during the term in which
any of the Obligations are owed to Lender.

    


    “Business Day” means
any day other than a Saturday, Sunday or legal holiday on which banks in Tampa,
Florida, are open for the conduct of their commercial banking
business.

    


    “Capital Lease” means
any lease of any property by a Person or any Subsidiary thereof at any time as
lessee that would, in accordance with GAAP, be required to be classified or
accounted for as a capital lease on a consolidated balance sheet of such
Person.

    


    “Capital Lease
Obligation” means with respect to any Capital Lease, the amount of the
obligation of a Person or any Subsidiary thereof that would, in accordance with
GAAP, appear on a balance sheet of such Person as a liability in respect of such
Capital Lease.

    


    “Closing Date” means
the date of this Agreement or such later Business Day upon which each condition
described in Article IV shall be satisfied or waived in all respects in a manner
acceptable to Lender.

    


    “Code” means the Internal Revenue Code
of 1986, and the rules and regulations thereunder, each as amended or
supplemented from time to time.

    


    “Collateral” means all assets of
Borrower, whether now existing or hereafter arising, including without
limitation each of the following personal property assets:

    


    (a)           the
Accounts,

    (b)        
  Borrower's Books,

    (c)           the
Equipment,

    (d)           the
General Intangibles,

    (e)           the
Inventory,

    (e)           the
Negotiable Collateral,

    (f)  
         the Investment
Property,


    
      
         


      

      
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    (g)          any
other personal property,

    
      	
            	
              (h)

            	
              any
      money, or other assets of Borrower that now or hereafter come into
      thepossession, custody, or control of Lender,
  and

            


    

    
      	

            	
              (i)

            	
              the
      proceeds and products, whether tangible or intangible, of any of the
      foregoing, including proceeds of insurance covering any or all of the
      Collateral, and, any and all Accounts, Borrower's Books, Equipment,
      General Intangibles, Inventory, Negotiable Collateral, Investment
      Property, money, deposit accounts, or other tangible or intangible
      property resulting from the sale, exchange, collection, or other
      disposition of any of the foregoing, or any portion thereof or interest
      therein, and the proceeds thereof.

            


    

    


    The Collateral expressly excludes any
real estate owned by Borrower.

    


    “Credit Facility”
means the loan facility established pursuant to Article II hereof.

    


    “Debt” means, with
respect to any Person, all liabilities, obligations and. indebtedness (including
subordinated indebtedness) of such Person for borrowed money, whether now or
hereafter owing or arising and whether primary, secondary, direct, fixed or
otherwise and whether matured or unmatured, including without limitation: (a)
all notes payable and drafts accepted representing extensions of credit and all
obligations evidenced by bonds, debentures, notes or other similar instruments;
and (b) all other obligations which are treated as liabilities under
GAAP.

    


    “Debt Service” means
the sum of (a) all principal payments paid by Borrower on Funded Debt plus (b) Interest
Expense, each determined for such fiscal quarter and the preceding three fiscal
quarters.

    


    “Debt Service Coverage
Ratio” means, 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 preceding such date, by (b) the current portion of long term senior
debt (as defined under GAAP) and interest Expense.

    


    “Default” means any of
the events specified in Section 8.1 which with the passage of time, the giving
of notice or any other condition, would constitute an Event of
Default.

    


    “Default Rate” means,
at the option of Lender, a rate equal to eighteen percent (18.00%) per annum;
provided, however, the Default Rate shall, never exceed the highest non-usurious
rate allowed under Applicable Law.

    


    “Disputes” shall have
the meaning set forth in Section. 9.7(b).

    


    “Dollars” or “$” means, unless
otherwise qualified, dollars in lawful currency of the United
States.


    
      
         


      

      
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    “EBIDA” means, Net
lncome, plus
Interest Expense, depreciation expense and amortization expense, each determined
for such fiscal quarter and the prior three fiscal quarters. EBIDA will be
adjusted for Lender approved non-cash charges.

    


    “Employee Benefit
Plan” means, any employee benefit plan within the meaning of Section 3(3)
of ERISA which (a) is maintained for employees of Borrower or any ERISA
Affiliate or (b) has at any time within the preceding six years been maintained
for the employees of Borrower or any current or former ERISA
Affiliate.

    


    “Environmental Laws”
means, any and all federal, state and local laws, statutes, ordinances, rules,
regulations, permits, licenses, approvals, interpretations and orders of courts
or Governmental Authorities, relating to the protection of the environment,
including, but not limited to, requirements pertaining to the manufacture,
processing distribution, use, treatment, storage, disposal, transportation,
handling, reporting, licensing, permitting, investigation or remediation of
Hazardous Materials.

    


    “Equipment” means all
of Borrower’s present and hereafter acquired machinery, machine tools, motors,
equipment, furniture, furnishings, vehicles (including motor vehicles and
trailers), tools, parts, goods, wherever located including (a) any interest of
Borrower in any of the foregoing, and (b) all attachments accessories,
accessions, replacements, substitutions, additions, and improvements to any of
the foregoing.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, and the rules and regulations
thereunder, each as amended or modified from time to time.

    


    “ERISA Affiliate”
means any Person who is a member of a group which is under a common control with
Borrower, who together with Borrower is treated as a single employer within the
meaning of Section 414(b) and (c) of the Code.

    


    “Event of Default”
means any of the events specified in Section 8.1, provided that any requirement
for passage of time, giving of notice, or any other condition, including
Borrower’ right to cure, has been satisfied.

    


    “FDIC” means the
Federal Deposit Insurance Corporation, or any successor thereto.

    


    “Final Maturity Date of the
Term Loan” means the first to occur of (a) the termination of the Credit
Facility in accordance with Section 8.2(a), or (b) September 30,
2012.

    


    “Financial Contract”
means any agreement with respect to an interest rate swap, collar, cap, floor or
a forward rate agreement or other agreement executed in connection with hedging
the interest rate exposure of Borrower under this Agreement, and any confirming
letter executed pursuant to such financial contract, all as amended or
modified.

    


    “Fiscal Year” means
the fiscal year of Borrower ending on December 31.


    
      
         


      

      
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    “Funded Debt” means
(1) all obligations for money borrowed, (2) all obligations evidenced by a bond,
indenture, note, letter of credit or similar instrument, (3) all obligations
under capital leases and (4) all other obligations upon which interest charges
are customarily paid.

    


    “GAAP” means Generally
Accepted Accounting Principles.

    


    “General Intangibles”
means all of Borrower’s present and future general intangibles and other
personal property, including contract rights, rights arising under common law,
statutes, or regulations, choses or things in action, goodwill, patents, trade
names, trademarks, servicemarks, copyrights, blueprints, drawings, purchase
orders, customer lists, monies due or recoverable from pension funds, route
lists, rights to payment and other rights under any royalty or licensing
agreements, infringement claims, computer programs, information contained on
computer disks or tapes, literature, reports, catalogues, and deposit accounts,
insurance premium rebates, tax refunds, and tax refund claims.

    


    “Governmental
Approvals” means all authorizations, consents, approvals, licenses and
exemptions of registrations and filings with, and reports to, all Governmental
Authorities.

    


    “Governmental
Authority” means any nation, province, state or other political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

    


    “Interest Expense”
means, for any period, total interest expense of Borrower (including without
limitation, interest expense attributable to Capital Leases, whether capitalized
or expensed during such period) determined on a consolidated basis in accordance
with GAAP for such fiscal quarter and the prior three fiscal
quarters.

    


    “Inventory” means all
present and future inventory in which Borrower has any interest, including goods
held for sale or lease or to be furnished under a contract of service and all of
Borrower’s present and future raw materials, work in process, finished goods and
spare parts, wherever located.

    


    “Investment Property”
means all of Borrower’s securities, now owned or hereafter acquired by Borrower
and, in any event, including without limitation all securities, whether
certificated or uncertificated, security entitlements, securities accounts,
commodity contracts and commodity accounts.

    


    “Lender” means
SunTrust Bank.

    


    “Lien” means any
interest in property securing an obligation owed to, or a claim by, any Person
other than the owner of the property whether or not such interest shall be
contingent on future events or circumstances, including but not limited to, with
respect to any asset, any mortgage, lien, pledge, charge, security interest,
consignment or bailment or encumbrance of any kind in respect of such
asset.  For the purposes of this Agreement, Borrower shall be deemed
to own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, lease or
other title retention agreement relating to such asset.


    
      
         


      

      
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    “Loan Documents”
means, collectively, this Agreement, the Note, the Security Documents, and each
other document, instrument and agreement executed and delivered by Borrower in
connection with this Agreement, all as amended, modified or supplemented from
time to time.

    


    “Loan” means the Term
Loan made to Borrower pursuant to Section 2.1.

    


    “Material Adverse
Change” means a change, event or other occurrence that produces a
Material Adverse Effect.”

    


    “Material Adverse
Effect” means an adverse change in Borrower or in any Subsidiary that
materially increases the credit risk on the Loan to an unacceptable level as
determined by Lender in its reasonable discretion.

    


    “Material Contracts”
means any (a) contract or agreement, written or oral, of Borrower which
individually generates an amount equal to or greater than five percent (5%) of
the revenue of Borrower as of the end of December 31, 2008, (b) contract or
agreement not referred to above the cancellation or non-renewal of which could
reasonably be expected to have a Material Adverse Effect; and (c) contract or
agreement with Food Lion, Inc.

    


    “Monetary Default”
shall have the meaning set forth in Section 8.1(a) below.

    


    “Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which
Borrower or any ERISA Affiliate is making, or is accruing an obligation to make,
contributions within the preceding six (6) years.

    


    “Negotiable
Collateral” means all of Borrower’s present and future letters of credit,
notes, drafts, instruments, Investment Property, security entitlements,
securities, documents,, personal property leases (wherein Borrower is the
lessor), chattel paper, and Borrower’s Books relating to any of the,
foregoing.

    


    “Net Income” means,
for any period, the net income (or loss) of Borrower determined in

    accordance
with GAAP for such period; provided that there shall be excluded from such net
income the net income of any Person not a Wholly-owned Subsidiary of
Borrower.

    


    “Net Worth” means
Assets minus Liabilities as defined by GAAP.

    


    “Non-Monetary Default”
shall have the meaning set forth in Section 8.1(b) below.


    
      
         


      

      
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    “Note” means the Term
Note made by Borrower payable to the order of Lender evidencing the Credit
Facility, and any amendments and modifications thereto, any substitutes
therefore, and any replacements, restatements, renewals or extension, thereof,
in whole or in part.

    


    “Obligations” means,
in each case, whether now in existence or hereafter arising: (a) the principal
of the Loan; (b) the interest on (including; interest accruing after the filing
of any bankruptcy or similar petition), the Loan; (c) all other payments and
other amounts due to Lender under the Loan Documents including without
limitation all amounts due by Borrower to Lender under any Financial Contract;
and (d) all other fees (including reasonable attorney’s fees) and other amounts
to reimburse or indemnify Lender for disbursements incurred in connection with
the protection of the Collateral and the enforcement of its rights hereunder, in
each case under or in respect of this Agreement, the Note or any of the other
Loan Documents.

    


    “Officer’s Compliance
Certificate” shall have the meaning assigned thereto in Section
6.14(a).

    


    “Pension Plan” means
any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to
the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is
maintained for employees of Borrower or any ERISA Affiliates or (b) has at any
time within the preceding six years been maintained for the employees of
Borrower or any of their current or former ERISA Affiliates.

    


    “Permitted Liens”
means the liens permitted by Section 7.9.

    


    “Permitted Protest”
means the right of Borrower to protest any Lien (other than any such Lien that
secures the Obligations), tax (other than payroll taxes or taxes that are the
subject of a United States federal tax lien), or rental payment diligently and
in good faith.

    


    “Person” means an
individual, corporation, limited liability company, partnership, association,
trust, business trust, joint venture, joint stock company, pool, syndicate, sole
proprietorship, unincorporated organization, Governmental Authority or any other
form of entity or group thereof.

    


    “Related Party
Receivables” means all amounts due from related entities (including
without limitation affiliates, subsidiaries, shareholders and
officers).

    


    “Security Documents”
means the collective reference to this Agreement, any UCC-1 Filings, and each
other agreement or writing pursuant to which Borrower pledges or grants or
otherwise evidences a security interest in the Collateral securing the
Obligations.

    


    “Solvent” means, as to
any Person on a particular date, that such Person (a) has capital sufficient to
carry on its business and transactions and all business and transactions in
which it is about to engage and is able to pay its debts as they mature, (b)
does not reasonably believe that it will incur debts or liabilities beyond its
ability to pay such debts or liabilities as they mature, and (c) is not
insolvent within the meaning of the federal bankruptcy laws, Title 11, U.S.C.
Section 101(32).


    
      
         


      

      
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    “Stamp and Other
Taxes” shall have the meaning ascribed to this term in Section
3.7(a).

    


    “Subsidiary” means,
with respect to any Person, any corporation, partnership or other entity of
which more than fifty percent (50%) of the outstanding capital stock,
partnership interest or other equity interests, is at the time, directly or
indirectly owned by such Person.

    


    “Tangible Net Worth”
means shareholders equity minus intangible assets (as categorized on the
Borrower's balance sheet (for the avoidance of doubt, “intangible assets” do not
include merchant contracts)) and Related Party Receivables.

    


    “Term Loan” means the
loan made by Lender pursuant to Section 2.1 hereof.

    


    “Term Loan Commitment
Amount” shall have the meaning ascribed to it in Section
2.1(a).

    


    “Term Note” means the
promissory note issued by Borrower to Lender evidencing the Term
Loan.

    


    “Termination Date”
means the date when all Loan and other Obligations hereunder are paid in full
with no further possibility of advances hereunder.

    


    “Wholly Owned” means a
Subsidiary all of the shares of the capital stock or other ownership matters of
which are, directly or indirectly, owned or controlled by Borrower and/or one or
more of its Wholly-Owned Subsidiaries.

    


    SECTION
1.2            General.  Unless
otherwise specified, a reference in this Agreement to a particular section,
subsection, Schedule or Exhibit is a reference to that section, subsection,
Schedule or Exhibit of this Agreement.  Wherever from the context it
appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the
neuter.  Any reference herein to “Jacksonville time” shall refer to
the applicable time of day in Jacksonville, Florida.  An Event of
Default shall “continue” or be “continuing” until such Event of Default has been
either cured by Borrower or waived in writing by the Lender.  Section,
subsection, clause, schedule, and exhibit references are to this Agreement
unless otherwise specified.  Any reference in this Agreement or in the
Loan Documents to this Agreement or any of the Loan Documents shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, and supplements, thereto and thereof, as
applicable.

    


    SECTION
1.3            Other Definitions and
Provisions.

    


    (a)           Use of Capitalized
Terms.  Unless otherwise defined therein, all terms defined in
this Agreement shall have the defined meanings when used in the Note and the
other Loan Documents or any certificate, report or other document made or
delivered pursuant to this Agreement.  Any capitalized terms not
specifically defined herein shall have the meaning ascribed to such term under
GAAP.


    
      
         


      

      
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    (b)           Miscellaneous.  The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.

    


    ARTICLE
II

    CREDIT
FACILITY

    


    SECTION
2.1.           Term
Loan.  With respect to the Term Loan, and subject, to the terms
and conditions of this Agreement, Lender agrees to make a Term Loan to Borrower
on the Closing Date in such principal amount as Borrower shall request up to,
but not exceeding, the Term Loan Commitment Amount.

    


    (a)           Maximum Term Loan
Amount.  Subject to the terms and conditions of this Agreement,
Borrower may borrow Five Million and 00/100 Dollars ($5,000,000.00) (“Term Loan
Commitment Amount”).

    


    (b)           Requests for
Borrowings.  Borrower acknowledges that all advances under this
Term Loan credit facility will be made and funded at Closing and are evidenced
by a Term Note, which shall be in the form of Exhibit A hereto (the
“Term Note”), executed by Borrower payable to the order of Lender, representing
Borrower’s obligation to pay Lender the Term Loan Commitment Amount, plus
interest and all other fees, charges and other amounts due
thereon.  The Term Note shall bear interest as set forth in Subsection
(d) below.

    


    (c)           Disbursement of
Loan.  Borrower hereby irrevocably authorizes Lender to
disburse the proceeds of the Term Loan in immediately available funds as set
forth in the loan closing statement executed by Borrower on the Closing Date
(the “Loan Closing Statement”).

    


    (d)           Interest.  The
aggregate principal balance of the Term Note hereunder, or any portion thereof,
shall bear a fixed rate of interest per annum as set forth in the Term
Note.  Interest will be computed and payments made in accordance with
the provisions of Article III below.

    


    (e)           Use of
Proceeds.  Borrower shall use the proceeds of the Term Loan to
refinance existing third party indebtedness.

    


    (f)           Repayment of
Loan/Amortization.  Borrower shall repay the Term Loan over 42
months, beginning April 30, 2009, with 41 equal monthly payments of principal
plus accrued interest, payable on the same day of each consecutive month, with
the final payment to be made on September 30, 2012, to also include accrued and
unpaid interest and any other amounts owed, due and payable on the Final
Maturity Date of the Term Loan.  Assuming that the full Term Loan
Commitment Amount is disbursed at Closing, the principal amortization schedule
will consist of monthly payments of $119,047.62 plus accrued interest each
month.  In the event that a lesser amount is disbursed at Closing, the
amortization schedule will be adjusted to reflect the lesser amount of
borrowings under the Term Loan, and Lender will provide a revised amortization
schedule.


    
      
         


      

      
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    (g)           Maturity.  Borrower
shall repay the outstanding principal amount of the Term Loan in full, together
with all accrued but unpaid interest thereon and any other outstanding
Obligations related thereto, on the Final Maturity Date of the Term
Loan.

    


    ARTICLE
III

    GENERAL LOAN
PROVISIONS

    


    SECTION
3.1            Interest.

    


    (a)           Interest Rate Payments and
Interest and Fee Computation.  Interest on the Loan shall be
payable in arrears on the thirtieth (30th) day of
each calendar month for interest accrued the prior month, commencing with the
month of April, 2009.  All interest rates, fees and other commissions
provided hereunder shall be computed on the basis of a 360-day year and assessed
for the actual number of days elapsed.  Principal payments on each
Loan shall be paid as provided in Article II hereof, at the time, any interest
payment is being made, if any, until maturity.

    


    (b)           Maximum
Rate.  In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest hereunder or under the Note charged or
collected pursuant to the terms of this Agreement or pursuant to the Note exceed
the highest rate permissible under any Applicable Law which a court of competent
jurisdiction shall, in a final determination, deem, applicable
hereto.  In the event that such a court determines that Lender has
charged or received interest hereunder in excess of the highest applicable rate,
the rate in effect hereunder shall automatically be reduced to the maximum rate
permitted by Applicable Law and Lender shall, at Lender’s option, promptly
refund to Borrower any interest received by Lender in excess of the maximum
lawful rate or shall apply such excess to the principal balance of the
Obligations.  It is the intent hereof that Borrower not pay or
contract to pay, and that Lender will not receive or contract to receive,
directly or indirectly in any manner whatsoever, interest in excess of that
which may be paid by Borrower under Applicable Law.

    


    SECTION
3.2            Mandatory Repayment for
Over-commitments.  If at any time the outstanding principal
amount of the Loan exceeds the Aggregate Commitment, Borrower shall repay
immediately upon notice from Lender, by payment to Lender for the account of
Lender, the Loan in an amount equal to such excess.  During the Loan
amortization period for any Loan hereunder, any repayment of the Loan shall be
applied to the last payments due thereunder in reverse order.  Each
such repayment shall be accompanied by accrued interest on the amount
repaid.


    
      
         


      

      
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    SECTION
3.3            Collateral and Creation of
Security Interest.

    


    (a)           Grant of Security
Interest.  Borrower hereby grants to Lender a continuing
security interest in all of its currently existing and hereafter acquired or
arising Collateral in order to secure prompt, repayment of any and all
Obligations of Borrower and to secure prompt performance by Borrower of its
covenants and duties under the Loan Documents.  The security interests
of Lender in the Collateral shall attach to all of the Collateral without
further act on the part of Lender or Borrower.  Anything contained in
this Agreement or any other Loan Document, to the contrary notwithstanding,
Borrower has no authority, express or implied, to dispose of any item or portion
of the Collateral outside of the ordinary course of business without the prior
written consent of Lender.  The Collateral also includes other assets
of the same class or classes hereafter owned by or acquired by
Borrower.  Lender shall have a security interest in all such after
acquired assets and all parts, accessories, attachments, additions,
replacements, accessions, substitutions, increases, profits, income,
distributions, proceeds and products of or to the foregoing Collateral together
with all Borrower’s Books relating thereto in any form.

    


    (b)           Negotiable
Collateral.  In the event that any Collateral, including
proceeds, is evidenced by or consists of Negotiable Collateral, Borrower,
immediately upon the request of Lender, shall endorse and deliver physical
possession of such Negotiable Collateral to Lender.

    


    (c)           Collection of Accounts,
General Intangibles and Negotiable Collateral.  At any time,
upon the occurrence and continuance of an Event of Default, Lender or Lender’s
designee may (i) notify customers or Account Debtors of Borrower that the
Accounts, General Intangibles, or Negotiable Collateral have been assigned to
Lender or that Lender has a security interest therein, and (ii) collect the
Accounts, General Intangibles, and Negotiable Collateral directly and charge the
collection costs and expenses to the loan account.  Upon the
occurrence and continuance of an Event of Default, Borrower agrees that it will
hold in trust for Lender, as Lender's trustee, any collections that it receives
and, upon the request of Lender, immediately deliver said collections to Lender
in their original form as received by Borrower.

    


    (d)           Delivery of Additional
Documentation Required.  At any time upon the request of
Lender, Borrower shall execute and deliver to Lender all financing statements,
continuation financing statements, fixture filings, security agreements,
pledges, assignments, endorsements of certificates of title (other than motor
vehicles which shall not be deliverable until there is an Event of Default),
applications for title, affidavits, reports, notices, schedules of accounts,
letters of authority, and all other documents that Lender reasonably may
request, in form satisfactory to Lender, to perfect and continue perfection of
the Liens of Lender in the Collateral pledged by Borrower, and in order to fully
consummate all of the transactions contemplated hereby and under the other Loan
Documents.

    


    (e)           Power of
Attorney.  Borrower hereby irrevocably makes, constitutes, and
appoints Lender (and any of Lender’s officers, employees, or lenders designated
by Lender) as Borrower’s true and lawful attorney, with power to (i) if Borrower
refuses to, or fails timely to execute and deliver any of the documents
described in subsection (d) above, sign the name of Borrower on any of the
documents described in subsection (d) at any time that an Event of Default has
occurred and is continuing or upon the occurrence a Material Adverse Change,
(ii) at any time that an Event of Default has occurred and is continuing (A)
sign Borrower’s name on any invoice or bill of lading relating to any account,
drafts against Account Debtors, schedules and assignments of Accounts,
verifications of Accounts, and notices to Account Debtors, (B) send requests for
verification of Accounts, (C) endorse Borrower’s name on any collection item
that may come into Lender’s possession, (iii) at any time that an Event of
Default has occurred. and is continuing or upon the occurrence of a Material
Adverse Change, (A) make, settle, and adjust all claims under Borrower’s
policies of insurance and make all determinations and decisions with respect to
such policies of insurance, and (iv) at any time that an Event of Default has
occurred and is continuing, settle and adjust disputes and claims respecting the
Accounts directly with Account Debtors, for amounts and upon terms that Lender
determines to be reasonable, and Lender may cause to be executed and delivered
any documents and releases that Lender determines to be
necessary.  The appointment of Lender as Borrower’s attorney, and each
and every one of Lender’s rights and powers, being coupled with an interest, is
irrevocable until all of the Obligations have been fully and finally repaid and
performed and Lender’s obligation to extend credit hereunder is
terminated.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    SECTION
3.4            Term Loan
Fee.  Borrower shall pay, or shall have paid, to Lender on the
Closing Date, a nonrefundable commitment fee for the Term Loan equal to Fifty
Thousand and 00/100 Dollars ($50,000.00).

    


    SECTION
3.5            Manner of
Payment.  Each payment by Borrower on account of the principal
of or interest on the Loan or of any commission or other amounts payable to
Lender under this Agreement or the Note shall be made not later than 1:00 p.m.
(Jacksonville time) on the date specified for payment under this Agreement to
Lender, at Lender's office set forth in Section 9.3 hereof, in immediately
available funds, and shall be made without any set-off, counterclaim or
deduction whatsoever.  Any payment received after such time but before
2:00 p.m. (Jacksonville time) on such day shall be deemed a payment on such date
for the purposes of determining if an Event of Default has occurred under
Section 8.1, but for all other purposes shall be deemed to have been made on the
next succeeding Business Day.  Any payment received after 2:00 p.m.
(Jacksonville time) shall be deemed to have been made on the next succeeding
Business Day for all purposes.  Subject to Section 3.1, if any payment
under this Agreement or the Note shall be specified to be made upon a day which
is not a Business Day, it shall be made on the next succeeding day which is a
Business Day and such extension of time shall in such case be included in
computing any interest if payable along with such payment.

    


    SECTION
3.6            Crediting of Payments and
Proceeds.  In the event that Borrower shall fail to pay any of
the Obligations when due and the Obligations have been accelerated pursuant to
Section 8.2(a), all payments received by Lender upon the Note and the other
Obligations and all net proceeds from the enforcement of the Obligations shall
be applied first to all expenses then due and payable by Borrower hereunder,
including payment of any amounts due Lender in respect of reimbursements or
indemnification for disbursements incurred by Lender in connection with the
enforcement of its rights hereunder,  arbitral awards or final
judgments awarded to Lender in connection with any disputes or other indemnity
obligations hereunder, then to all Lender’s fees then due and payable, then to
all commitment and other fees and commissions relating hereto then due and
payable, then to accrued and unpaid interest on the Note, then to the principal
amount of the Note, in that order.

    


    SECTION
3.7            Taxes.

    


    (a)           Certain
Taxes.  Borrower shall pay any and all present or future stamp,
registration, documentary or recording fees or taxes or any other similar fees
or charges, or excise or property taxes (other than excise and property taxes to
which Lender would have been subject in the absence of this Agreement), levies
of the United States or of any state or political subdivision or applicable
foreign jurisdiction, which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement, the Loan, the other Loan Documents, or the perfection of any rights
or security interest in respect thereto (such taxes are hereinafter referred to
as the “Stamp and Other Taxes”).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    (b)           Indemnity.  Borrower
shall indemnify Lender for the full amount of Stamp and Other Taxes (including,
without limitation, any Stamp and Other Taxes imposed by any jurisdiction on
amounts payable under this Section 3.7) paid by Lender and any liability
(including, to the extent resulting from late payment by Borrower or any
Subsidiary thereof, penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not any such. Stamp and Other Taxes were correctly
or legally asserted.  Such indemnification shall be made within thirty
(30) days from the date Lender makes written demand therefor, which demand shall
include the calculation of the Stamp and Other Taxes to be
reimbursed.

    


    (c)           Survival.  Without
prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in this Section 3.7 shall
survive the payment in full of the Obligations and the termination of the Credit
Facility.

    


    SECTION
3.8            Termination of Credit
Facility.  The Credit Facility shall terminate and all
outstanding Obligations shall be paid in full on the earliest of (a) the Final
Maturity Date of the Term Loan, (b) the date of termination pursuant to Section
8.2(a), or (c) any early prepayment of the Loan and termination of the Credit
Facility by Borrower.

    


    ARTICLE
IV

    CONDITIONS OF CLOSING AND
BORROWING

    


    SECTION
4.1            Closing.  The
closing shall take place at the offices of Lender in Jacksonville, Florida, at
10:00 a.m. local time on March 27, 2009, or on such other date as the parties
hereto shall mutually agree.

    


    SECTION 4.2 Conditions to
Closing.  The obligation of Lender to close under this
Agreement and to make the Loan is subject to the satisfaction of each of the
following conditions which must be satisfied prior to Closing:

    


    (a)           Executed Loan Documents and
Other Agreements.  The following documents shall have been
duly, authorized, executed and originals thereof delivered by Borrower in form
and substance reasonably satisfactory to Lender, and each of such documents
shall be in full force and effect and no Event of Default shall exist
thereunder:

    


    (i)           this
Agreement;

    (ii)          the
Note;

    (iii)         the
Subordination Agreements;

    (iv)         the
Loan Closing Statement;

    (v)          the
certificates described in Sections 4.2(c)(i) and (ii) and 4.2(e)(ii);
and

    (vi)         Borrower
counsel’s opinion letter.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (b)           Collateral.

    


    (i)           Filings and
Recordings.  UCC-1 Filings and any and all filings and
recordations that are necessary to perfect the security interests of Lender in
the Collateral shall have been executed and delivered to Lender for filing in
all appropriate locations and Lender shall have received evidence satisfactory
to Lender that upon such filing or recording such security interests shall
constitute valid and perfected first priority Liens therein subject only to
Permitted Liens.

    


    (ii)          UCC-11
Searches.  Lender shall have received the results of UCC-11
searches of all filings made against Borrower and its Subsidiaries, under the
Uniform Commercial Code as in effect in the state or jurisdiction where Borrower
is organized within the United States, indicating among other things that the
assets of Borrower and its Subsidiaries are free and clear of any Lien, except
for liens that are being terminated on or prior to Closing or Permitted
Liens.

    


    (iii)         Insurance.  Lender
shall have received certificates of insurance and certified copies of insurance
policies in the form required under Section 6.3 and the Security Documents and
otherwise in form and substance reasonably satisfactory to Lender.

    


    (c)           Closing Certificates and
Opinions; etc.

    


    (i)           Certificate of
Borrower.  Borrower shall deliver to Lender a certificate from
Borrower dated as of the Closing Date, in form and substance satisfactory to
Lender, certifying on behalf of Borrower that all representations and warranties
of Borrower contained in this Agreement and the other Loan Documents are true
and correct in all material respects; that Borrower is not in violation of any
of the covenants contained in this Agreement and the other Loan Documents; that,
after giving effect to the transactions contemplated by this Agreement, no
Default or Event of. Default has occurred and is continuing, and that Borrower
has satisfied each of the closing conditions to be satisfied thereby which has
not been waived by Lender.

    


    (ii)          Certificate of Secretary of
Borrower.  Lender shall have received a certificate of the
secretary or assistant secretary of Borrower certifying on behalf of Borrower
that attached thereto is a true and complete copy of the articles of
incorporation of Borrower and all amendments thereto certified by the Secretary
of State of Nevada; that attached thereto is a true and complete copy of the
bylaws of Borrower; that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors of Borrower, authorizing the
Loan contemplated hereunder and as to the incumbency and genuineness of the
signature of each officer of Borrower executing Loan Documents to which Borrower
is a party.

    


    (iii)         Certificates of Good
Standing.  Lender shall have received certificates of good
standing from the jurisdiction of incorporation of Borrower and any Subsidiaries
of Borrower reasonably required by Lender and, to the extent requested by
Lender, certificates of authority to do business from each jurisdiction where
Borrower and such Subsidiaries are authorized to do business which shall be to
include any jurisdiction where the failure to be so qualified would cause a
Material Adverse Effect to Borrower.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    (iv)          Opinion of Borrower’s
Counsel.  Lender shall have received favorable opinions of
counsel to Borrower, dated as of the Closing Date and addressed to Lender, in
form and substance satisfactory to Lender.

    


    (d)           Consents; Defaults; Adverse
Changes; Litigation.

    


    (i)           Governmental and Third Party
Approvals.  All necessary approvals, authorizations and
consents, if any be required, of any Person and of all Governmental Authorities
and courts having jurisdiction with respect to the transactions contemplated by
this Agreement and the other Loan Documents shall have been
obtained.

    


    (ii)          Permits and
Licenses.  All permits and licenses, including permits and
licenses required, under Applicable Laws, necessary to the conduct of business
by Borrower and its Subsidiaries shall have been obtained and remain in full
force and effect.

    


    (iii)         No Injunction,
Etc.  No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any
Governmental Authority to enjoin, restrain, or prohibit, or to obtain
substantial damages in respect of or which is related to or arises out of this
Agreement, the other Loan Documents, or the consummation of the transactions
contemplated hereby or thereby, or which, in Lender’s reasonable discretion,
would make it inadvisable to consummate the transactions contemplated by this
Agreement, and such other Loan Documents.

    


    (iv)          No Material Adverse
Change.  There shall not have occurred any Material Adverse
Change in the business, results of operations, prospects, properties or
financial condition of Borrower or of Borrower and its Affiliates or
Subsidiaries taken as a whole since December 31, 2008.

    


    (v)           No Event of
Default.  No Default or Event of Default shall have occurred
and be continuing.

    


    (vi)          Litigation.  There
shall not be any pending litigation threatened against or affecting Borrower or
its Subsidiaries that would materially affect the financial condition of
Borrower or its Subsidiaries, other than litigation being settled as of the
Closing Date.

    


    
      	
               
      

            	
              (e)

            	
              Financial
      Matters.

            


    

    


    (i)           Financial Statements and Tax
Returns.  Lender shall have received (A) certified unaudited
financial statements for the Borrower for the two months ended February 28,
2009, certified by its chief financial officer, treasurer or controller; and (B)
such other financial information as may be reasonably requested by
Lender.

    


    (ii)          Financial Condition
Certificate.  Borrower shall have delivered to Lender a
certificate, in form and substance satisfactory to Lender, and certified as
accurate in all material respects by the chief financial officer, treasurer or
controller of Borrower certifying (a) that Borrower is Solvent, (b) an aged list
of accounts receivable as of February 28, 2009 and (c) that Borrower is in
compliance with the .financial covenants contained in Articles VI
hereof.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    (iii)        Fee Payment at
Closing.  There shall have been paid by Borrower to Lender the
fees set forth or referenced in Section 3.4 as well as all costs, fees, and
expenses

    incurred
by Lender in connection with the transactions contemplated hereby, including
without limitation, attorneys' fees, documentation fees, appraisal fees,
environmental report fees, lien search fees, and title insurance fees, and any
other accrued and unpaid fees or commissions due hereunder; and to any other
Person such amount as may be due thereto in connection with the transactions
contemplated hereby, including all taxes, fees and other charges in connection
with the execution, delivery, recording, filing and registration of any of the
Loan Documents.

    


    (f)           Subordination
Agreements.  Borrower shall have executed and shall have caused
each of Lock Ireland, James Thomas, Valfrid E. Palmer, and The Frost National
Bank FBO, BFS US Special Opportunities Trust PLC, Trust No. WO0118000 to execute
a subordination agreement (collectively, the “Subordination Agreements”) in
favor of Lender on terms satisfactory to Lender in its sole
discretion.

    


    (g)           Miscellaneous.

    


    (i)           Proceedings and
Documents.  All opinions, certificates and other instruments
and all proceedings in connection with the transactions contemplated by this
Agreement shall be satisfactory in form and substance to
Lender.  Lender shall have received copies of all other instruments
and other evidence as Lender may reasonably request, in form and substance
satisfactory to Lender, with respect to the transactions contemplated by this
Agreement and the taking of all actions in connection therewith.

    


    (ii)          Other
Documents.  Borrower shall have delivered to Lender such other
documents, certificates and opinions as Lender may reasonably
request.

    


    (iii)         CAMOFI
Settlement.  Borrower shall have delivered to Lender
satisfactory documentation of the final settlement between Borrower and CAMOFI
Master LDC (“CAMOFI”) subject only to the funding of Borrower’s obligations
thereunder.

    


    ARTICLE
V

    REPRESENTATIONS AND
WARRANTIES OF BORROWER.

    


    To induce Lender to enter into this
Agreement and Lender to make the Loan, Borrower hereby represents and warrants
to Lender that:

    


    SECTION
5.1            Outstanding, Powers,
etc.  Borrower (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, (ii) has
all requisite power and authority to own properties and assets and carry on its
business as now conducted and proposed to be conducted, (iii) is duly qualified
to do business and is in good standing in every jurisdiction in which the
character of its properties or assets owned or the nature of its activities
conducted makes such qualification necessary, including the State of Florida and
the State of Nevada, and (iv) has the power and authority to execute and
deliver, and to perform all obligations under this Agreement and the other Loan
Documents.


    
      
         


      

      
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    SECTION
5.2            Authorization of
Loan.  The execution, delivery and performance of the Loan
Documents by Borrower (a) have been duly authorized by all requisite action, and
(b) will not (i) violate any provision of law, any governmental rule or
regulation, any order, writ, judgment or decree or Articles of Incorporation or
Bylaws of Borrower or any agreement or other instrument to which Borrower is a
party or by which it or any of its properties or assets is bound, (ii) be in
conflict with, result in a breach of or constitute a default under any such
indenture, agreement or other instrument or (iii) result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of Borrower other than as permitted by the terms
hereof.  This Agreement is, and the other Loan Documents when
delivered hereunder will be legal, valid, and binding obligations of Borrower,
enforceable against Borrower in accordance with their respective
terms.

    


    SECTION.5.3            Agreements.  As
of the date of this Agreement, Borrower is not in default of performance,
observance or fulfillment of any of the material obligations, covenants, or
conditions contained in any Material Contract or other material agreement to
which it is a party.

    


    SECTION
5.4            Financial
Statements.  The financial statements described in Section
4.2(e) and other financial information which Borrower has heretofore delivered
or caused to be delivered to Lender in connection with the loan transaction are
complete and correct and fairly presents the financial condition of Borrower and
the results of its operations and transactions.  There are no material
liabilities, direct or indirect, fixed or contingent, of Borrower as of the date
of delivery of such information to Lender which are not reflected therein. Since
December 31, 2008, there has been no material adverse change in the financial
condition of Borrower or any Subsidiary.  All such Financial
Statements including the related schedules and notes thereto, have been prepared
in accordance with GAAP applied consistently throughout the periods involved
except as indicated in the notes thereto, other than the omission of footnotes
and year end adjustments from the interim Financial Statements.

    


    SECTION
5.5            Litigation,
etc.  Other than the litigation filed by CAMOFI, there is no
action, suit, investigation or proceeding by or before any court, arbitrator,
administrative agency or other Governmental Authority pending or, to the
knowledge of Borrower, threatened against or affecting Borrower which, if
adversely determined, would materially adversely affect the financial condition
of Borrower.  Borrower is not in default under (1) any order, writ,
injunction, award, or decree of any court, arbitrator, administrative agency or
other governmental authority binding upon Borrower or its assets or (2) any
indenture, mortgage, contract, agreement or any other undertaking or instrument
to which it is a party or by which any of its properties may be bound, and
nothing has occurred which materially adversely affects Borrower’s ability to
perform its obligations under any such order, writ, injunction, award or decree
or any such indenture, mortgage, contract, agreement or other
undertaking.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    SECTION
5.6            Tax Returns and Tax
Payments.  Borrower has filed or caused to be filed all
Federal, state, and local tax returns that are required to be filed by law
(including, but not limited to all income, franchise, employment, property and
sales tax returns) and has paid or caused to be paid all taxes shown on such
returns or on any assessment received by it, to the extent that such taxes have
become due.

    


    SECTION
5.7            Good and Marketable
Title.  Borrower has good and marketable title to all of its
assets, subject to no Liens, except for Permitted Liens, and except as set forth
in the Financial Statements of Borrower which Borrower has previously provided
to Lender.  Assets pledged as security for the Loan contemplated under
this Agreement are free and clear of all Liens except for the Lien in favor of
Lender granted pursuant to this Agreement and other Loan Documents.

    


    SECTION
5.8            Use of
Loan.  The proceeds of the Loan, to the extent disbursed to
third parties on the Closing Date as instructed by Borrower, are being used
exclusively for the purpose set forth in Article 2 of this
Agreement.

    


    SECTION
5.9            Communication with
Accountants.  Borrower authorizes Lender to engage in
reasonable communication directly with Borrower’s independent certified public
accountant (“CPA”) and authorizes the CPA to disclose to Lender any information
as Lender may reasonably request from time to time related to or relevant to any
documentation prepared by such CPA and provided to Lender with respect to
Borrower’s business and financial condition.  Lender shall treat
information so obtained as confidential, shall not disclose any information so
obtained to any third party, shall not use such information obtained for any
purpose other than to monitor the financial condition of Borrower, and shall use
reasonable efforts to notify Borrower of Lender’s direct communication with the
CPA within a reasonable time thereafter.

    


    SECTION
5.10          Lender’s
Influence.  Borrower acknowledges and agrees that Lender has
not exercised or attempted to exercise, directly or indirectly, any degree of
control or influence of any kind whatsoever over the internal business
operations or financial affairs of Borrower or its
subsidiaries.  Borrower acknowledges and agrees that Lender has not
acted as a business, investment or financial consultant or advisor to Borrower
or its Subsidiaries.

    


    SECTION
5.11          Purpose, No Margin
Stock.  Borrower is not engaged principally or as one of its
activities in the business of extending credit for the purpose of “purchasing”
or “carrying” any “margin stock” (as each such term is defined or used in
Regulation U of the Board of Governors of the Federal Reserve System) and none
of the proceeds from the loans contemplated by this Agreement will be used to
purchase or carry any margin stock or to engage in any other violation of
Regulations T, U, or X of the Board of Governors.  This Agreement and
the Loan Documents and the obligations described herein and therein are executed
and incurred for business purposes and not consumer purposes and all proceeds of
Lender’s advances, loans and/or other financial accommodations to Borrower shall
be used exclusively in Borrower’s business and for no other
purpose.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    SECTION
5.12         Lender’s
Relationship.  Nothing contained herein creates or is intended
to create any type of joint venture or partnership between Lender and Borrower;
and the execution and consummation of this Agreement and Loan Documents and the
transactions contemplated therein do not and shall not constitute or amount to a
joint venture or partnership.

    


    SECTION
5.13          Governmental
Approvals.  Borrower has obtained and will continue to obtain
all governmental approvals, including but not limited to, approvals required by
any federal, state, county, or municipal statute, regulation, or ordinance
required to fulfill any obligations required pursuant to this Agreement or the
Loan Documents.

    


    SECTION
5.14          Title to
Assets.  Borrower has valid and legal title to all of its
personal property and assets constituting Collateral, including, but not limited
to, those reflected on the balance sheet of Borrower delivered pursuant to
Section 4.2(e), except those which have been disposed of by Borrower subsequent
to such date which dispositions have been in the ordinary course of
business.  Such assets are owned free and clear of any Liens except
Liens which will be released at Closing, and Liens created hereunder in favor of
Lender.

    


    SECTION
5.15          Collateral.

    


    (a)           Accounts.  The
Accounts are bona fide existing obligations created in connection with the
rendition of services to Account Debtors by Borrower in the ordinary course of
Borrower’s business, unconditionally owed to Borrower and, to its knowledge,
without defenses, disputes, offsets, counterclaims, or rights of return or
cancellation.  Borrower has not received notice of bankruptcy,
insolvency, or material impairment of the financial condition of any material
Account Debtor regarding any Account.

    


    (b)           Contracts.  All
of Borrower’s Material Contracts are listed on Schedule 5.16(b), copies of which
have been provided to Lender.

    


    (c)           Equipment.  All
of the Equipment is used or held for use in Borrower’s businesses and is fit for
such purposes.

    


    (d)           Inventory
Records.  Borrower keeps correct and accurate records itemizing
and describing the kind, type, quality, and quantity of the
Inventory.

    


    (e)           Location of Chief Executive
Office, FEIN.  The chief executive and principal business
office of Borrower and the place where all business records, inventory records
and Borrower's Books are kept is located at 7800 Belfort Parkway, Suite. 165,
Jacksonville, Florida 32256, and Borrower’s FEIN is set forth on Schedule
5.16(e).

    


    (f)           Ownership Investment
Property.  Borrower’s Investment Property is as set forth on
Schedule 5.16(f) hereto. Borrower owns its Investment Property free and clear of
any encumbrances, liens, or claims thereon.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (g)           Accuracy and Completeness of
Information.  All written information, reports and other papers
and data produced by or on behalf of Borrower and furnished to Lender was, at
the time the same were so furnished, complete and correct in all material
respects to the extent necessary to give the recipient a true and accurate
knowledge of the subject matter.  No document furnished or written
statement made to Lender by Borrower in connection with the negotiation,
preparation or execution of this Agreement or any of the Loan Documents contains
or will contain any untrue statement of a fact material to the credit worthiness
of Borrower or omits or will omit to state a fact necessary in order to make the
statements contained therein not misleading.  Borrower is not aware of
any facts which have not been disclosed in writing to Lender which could
reasonably be expected to have a Material Adverse Effect.

    


    SECTION
5.16          Survival of Representations
and Warranties.  All representations and warranties set forth
in this Article V and all representations and warranties contained in any
certificate, or any of the Loan Documents (including but not limited to any such
representation or warranty made in or in connection with any amendment thereto)
shall constitute representations and warranties made under this
Agreement.  All representations and warranties made under this
Agreement
shall be made or deemed to be made at and as of the Closing Date shall survive
the Closing Date and shall not be waived by the execution and delivery of this
Agreement or any borrowing hereunder.

    


    ARTICLE
VI

    AFFIRMATIVE
COVENANTS

    


    Until all of the Obligations have been
finally and indefeasibly paid and satisfied in full and the Credit Facility
terminated, unless consent has been obtained in the manner provided for in
Section 9.6, Borrower: agrees to perform, deliver or take such other action as
stated below:

    


    SECTION
6.1            Obligations and
Taxes.  In addition to the Obligations, Borrower 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 stampS
taxes and intangible taxes as well as all of the tax-related interest and
penalties due on the Note, and any other indebtedness and liabilities in
accordance with customary trade practices.  Borrower further agrees to
indemnify and hold Lender 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.  Borrower 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, Borrower shall have created adequate
reserves against its possible liability thereunder; and provided; further, that
if Lender shall notify Borrower 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 Borrower.

    


    SECTION
6.2            Preservation of
Existence.  To the extent that the same are necessary for the
proper and advantageous conduct of the business of Borrower, do or cause to be
done all things necessary to preserve, renew, and keep in full force and effect
its corporate existence and all material rights, licenses and permits necessary
to the conduct of its business, and conduct and operate its business in
substantially the same manner as presently conducted and operated, including but
not limited to maintaining Borrower’s qualification to do business in all
jurisdictions where its ownership of property or nature of business requires
such qualifications.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    SECTION
6.3            Insurance.  Borrower
shall procure and maintain hazard insurance coverage, business interruption
insurance coverage, general liability insurance coverage, and worker’s
compensation insurance coverage in such amounts and with such loss deductible
amounts as are at least equal to the amounts reflected on the certificates of
insurance attached hereto as Schedule 6.3, with either the same insurers as are
shown on such certificates or other insurers of at least equal financial stature
and reputation.  Each such policy shall name Lender as loss payee and
contain a clause or endorsement satisfactory to Lender that such policy may not
be cancelled or altered and Lender may not be removed as loss payee without at
least thirty (30) days’ prior written notice to Lender.  In all
events, the amounts of such insurance coverages shall conform to prudent
business practices and shall be in such minimum amounts that Borrower will not
be deemed co-insurers under applicable insurance laws, regulations, policies or
practices.  Borrower hereby assigns and grants to Lender a security
interest in any and all proceeds of such policies 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 Lender and not to Borrower and
Lender jointly.

    


    SECTION
6.4            Notice of
Default.  Borrower shall immediately notify Lender 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 provide Lender with a detailed
statement by a responsible officer of Borrower, of all relevant facts and the
action being taken or proposed to be taken by Borrower with respect to remedying
the Event of Default.

    


    SECTION
6.5            Litigation
Notice.  Borrower shall give Lender 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 Borrower.

    


    SECTION
6.6            Access to Premises and
Inspections.  At any time during normal business hours and as
often as Lender may reasonably request, Borrower shall permit or arrange: for
any authorized representative designated by Lender to visit and inspect the
principal office and operations of Borrower, any of the other offices or
properties of Borrower, including, without limitation, the Collateral, the
corporate books of Borrower, and to discuss the affairs, finances, and accounts
of Borrower as may be reasonably requested by Lender.

    


    SECTION
6.7            Continued
Assistance.  Promptly, from time to time as Lender may
reasonably request, Borrower shall execute, acknowledge, deliver, file,
register, deposit, or record any and all further instruments, agreements, and
documents, whether to continue, preserve, renew, record or perfect Lender's
interest in the Collateral, as well as the priority thereof.

    


    SECTION
6.8            Compliance With
Laws.  Borrower shall comply with all Laws, rules, ordinances,
and regulations to which it may be subject promulgated by any Governmental
Authority and applicable to Borrower, unless contested by Borrower as permitted
by law.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    SECTION
6.9            Maintenance of
Accounts/Treasury Management Relationship.  Borrower shall
place on deposit with Lender all of its deposit accounts, making Lender its
primary depository relationship.  At all times while this Agreement is
in force, Borrower or one of its Affiliates or Subsidiaries shall have a
combined minimum of $800,000.00 restricted cash on deposit with Lender in
account no. 100009504316, which account(s) shall be insured by the FDIC to the
maximum extent available by law, and which shall not be available for
disbursement without the prior written consent of Lender in its sole
discretion.  The balance of such account will be the lesser of
$800,000 or 50% of the unpaid principal balance of the Note provided there has
not been an Event of Default.  Borrower’s primary treasury management
relationship shall be with Lender.

    


    SECTION6.10           Change of
Name.  Borrower shall provide Lender with thirty (30) or more
days prior written notice of the nature of any intended change in its 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.

    


    SECTION
6.11          Fiscal
Year.  Borrower shall not change its fiscal year without the
express written consent of Lender.

    


    SECTION
6.12          Accounting, Financial
Statements of Borrower.  Borrower shall deliver to Lender,
copies of the following:

    


    (a)           Quarterly Financial
Statements.  As soon as practicable and in any event within
forty five (45) days after the end of fiscal quarter, internal combined
financial statements of Borrower including its Subsidiaries as of the close of
such fiscal quarter, including a profit and loss statement and balance sheet,
for such fiscal quarter and that portion of the Fiscal Year then ended, all in
reasonable detail and prepared by Borrower using GAAP applied on a basis
consistent with that of the preceding period, and certified by the chief
financial officer, treasurer or controller of Borrower to present fairly in all
material respects the financial condition of Borrower and its Subsidiaries as of
their respective dates and the results of operations of Borrower and its
Subsidiaries for the respective periods then ended, subject to normal year-end
adjustments, and with the omission of footnotes thereto.

    


    
      	
               
      

            	
              (b)

            	
              Annual Financial
      Statements.  As soon as practicable and in any
      event:

            


    

    


    (i)           Within
one hundred fifty (150) days after the end of each Fiscal Year, reviewed
financial statements of Borrower (including its Subsidiaries) as of the close of
such Fiscal Year, including a profit and loss statement, balance sheet,
reconciliation of net worth, and statement of cash flows of such entities for
the Fiscal Year then ended, including the notes thereto, all in reasonable
detail and prepared by an independent certified, public accounting firm
acceptable to Lender on a GAAP basis, applied on a basis consistent with that of
the preceding year and certified as true and correct by the chief financial
officer, treasurer or controller of Borrower.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    
 

    (ii)           As
soon as filed but in no event later than ten (l0) days from the date of filing
thereof, the federal income tax return, including all schedules, of Borrower and
its Subsidiaries.

    


    (c)           Other
Reports.  On a quarterly basis, within forty-five (45) days
after the end of each fiscal quarter, an aged list of accounts receivable and an
aged list of accounts payable, all in reasonable detail as may be required by
Lender.  Promptly upon receipt thereof, copies of all other detailed
reports (if any) (including, without limitation, any management letters)
submitted to Borrower by independent certified public accountants in connection
with each annual interim audit or review of the books of Borrower by such
accountants.

    


    (d)           Other Financial
Information.  Such other information regarding the operations,
business affairs and financial condition of Borrower as Lender may reasonably
request.

    


    SECTION
6.13          Financial
Covenants.  Borrower will take measures to ensure that the
ratios set forth below are met, and will not:

    


    (a)           Tangible Net
Worth.  At the end of each quarter beginning with the quarter
ended March 31, 2009, allow Borrower’s Tangible Net Worth to be less than
$9,000,000.00.

    


    (b)           Debt Service Coverage
Ratio.  As of the end of any fiscal quarter of Borrower during
the term of the Credit Facility, permit the Debt Service Coverage Ratio of
Borrower on a combined basis to be less than 1.25x.

    


    SECTION
6.14          Certain Notices and
Certificates.  Borrower will provide the
following:

    


    (a)           Officer’s Compliance
Certificate.  At each time financial statements are delivered
pursuant to Section 6.12(a), (b) or (c) and at such other times as Lender shall
reasonably request, but in no event less than quarterly, a certificate of the
chief executive officer or chief financial officer (or controller or treasurer)
of Borrower in the form of Exhibit B attached
hereto (an “Officer’s Compliance Certificate”).

    


    (b)           Notice of Litigation and
Other Matters.  Prompt (but in no event later than five (5)
Business Days after Borrower obtains knowledge thereof) telephonic and written
notice of:

    


    (i)           any
event which makes any of the representations set forth in Article V inaccurate
in any material respect (provided that all Schedules must be updated by Borrower
only at each fiscal quarter end by forwarding any such updates to Lender with
the applicable Officer’s Compliance Certificate);

    


    (ii)          any
proposed amendment, change or modification to, or waiver of any provision of, or
any termination of, any Material Contract which could reasonably be expected to
have a Material Adverse Effect on Borrower; and


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    (iii)         any
material adverse change in Borrower’s financial position and the nature of such
change.

    


    SECTION
6.15          Continuation and
Investigation.  The warranties and representations of Borrower
contained in this Agreement are and shall remain correct and complete until the
Loan is paid in full, and any request by Borrower for a disbursement under the
Loan shall constitute an affirmation that the representations and warranties set
forth in this Agreement remain correct and complete as of the date of that
request.  All representations and warranties made to Lender by or on
behalf of Borrower in connection with this Agreement may be relied upon by
Lender notwithstanding any independent investigation made by or on behalf of
Lender.

    


    SECTION
6.16          Maintenance of
Properties.  Borrower shall maintain or cause to be maintained
in good repair (in as good a condition as presently exists reasonable wear and
tear excepted), working order, and condition, all properties, whether tangible,
personal or real, used or useful in its business(s) and from tine to time will
make or cause to be made all appropriate repairs, renewals, improvements and
replacements thereof so that the business carried on in connection therewith may
be properly and advantageously conducted at all times.  To the extent
that Borrower leases any of its places of business it shall maintain and keep
current at all times all leases for said places of business, unless a Landlord
Waiver and Estoppel has been provided.

    


    SECTION
6.17          Collateral
Assurances.  If at any time counsel for Lender is of the
reasonable opinion that any portion of the Obligations is not secured or will or
may not be secured by a first priority lien (other than Permitted Liens) on the
Accounts, then after written notice of such opinion from Lender, do all things
and matters necessary to assure to the reasonable satisfaction of counsel for
Lender that any part of the Obligations then existing or thereafter to be
created is secured or will be secured as contemplated by this
Agreement.

    


    SECTION
6.18          Further
Assurances.  Make, execute and deliver such additional and
further acts, things, deeds, reports, and instruments, all as Lender may
reasonably require to document and consummate the transactions contemplated
hereby, or to enable Lender to obtain the information that Borrower is required
to provide to Lender, whether directly or indirectly through Borrower’s CPA,
under this Agreement or any of the other Loan Documents.

    


    ARTICLE
VII

    NEGATIVE
COVENANTS

    


    Until all of the Obligations have been
finally and indefeasibly paid and satisfied in full and the Credit Facility
terminated, unless prior written consent has been obtained from Lender, Borrower
will not:

    


    SECTION
7.1            Sale of
Assets.  Sell, lease, assign, transfer or otherwise dispose of
any of its assets or properties, tangible or intangible, except in the ordinary
course of business without the prior written consent of Lender.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    SECTION
7:2            Merger, Consolidation,
Dissolution, etc.  Consolidate with or merge into any other
corporation, partnership or other entity, or permit another corporation,
partnership or other entity to merge into it, or dissolve or take any action
which would result in its dissolution, change in ownership of shareholders as
existing as of the date of this Agreement, or acquire all or substantially all
of the properties or assets of any other corporation, partnership or entity, or
enter into any arrangement, directly or indirectly, with any entity whereby
Borrower shall sell or transfer any property, real or personal, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other
property which Borrower intended to use for substantially the same purpose or
purposes as the property being sold or transferred without the prior written
consent of Lender.

    


    SECTION
7.3            [Intentionally
left blank].

    


    SECTION
7.4            Change in
Business.  Engage in any business other than the business
presently conducted by Borrower as of the date of this Agreement and business of
substantially the same type or directly related thereto without the prior
written consent of Lender.

    


    SECTION
7:5            Other
Agreements.  Enter into any arrangements, contractual or
otherwise, which would materially and adversely affect their duties or the
rights of Lender under the Loan Documents or which, is inconsistent with or
limits or abrogates the Loan Documents.

    


    SECTION
7.6            Discount or Sale of
Receivables.  Sell with or without recourse, or discount or
otherwise sell for less than face value thereof, any of its
Accounts.

    


    SECTION
7.7            [Intentionally
left blank].

    


    SECTION
7.8            Limitations on
Debt.  Unless previously approved by Lender in writing, create,
incur, assume, suffer to exist or guarantee any additional Debt in excess of
$200,000, including lease obligations, whether or not classified as Capital
Lease Obligations, other than; (a) the Obligations, (b) existing Debt (including
Capital. Lease Obligations) described on the Financial Statements described in
Section 4.2 (but not the increase thereof), (c) operating leases required for
the business of Borrower and entered into in the ordinary course of business,
and (d) equipment and auto leases not to exceed $2,000,000 per
year.

    


    SECT'ION7.9            Limitations on
Liens.  Create, incur, assume or suffer to exist, any Lien on
or with respect to any of its owned property, real or personal (including
without limitation capital stock or other ownership interests), whether now
owned or hereafter acquired, except the following “Permitted
Liens”:

    


    (a)           Liens
for taxes, assessments and other governmental charges or levies (excluding any
Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws)
not yet due or as to which the period of grace (not to exceed thirty (30) days),
if any, related thereto has not expired or which are the subject of a Permitted
Protest;

    


    (b)           The
claims of materialmen, mechanics, carriers, warehousemen, processors or
landlords for labor, materials, supplies or rentals. incurred in the ordinary
course of business (i) which are not overdue for a period of more than thirty
(30) days or (ii) which are the subject of a Permitted Protest;


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    (c)           Liens
consisting of deposits or pledges made in the ordinary course of business in
connection with, or to secure payment of, obligations under workers
compensation, unemployment insurance or similar claims or to secure the
performance of tenders, bids, contracts, statutory obligations and other similar
obligations;

    


    (d)           Liens
in favor of Lender arising under the Loan Documents;

    


    (e)           Purchase
money Liens existing as of the date hereof, or otherwise permitted

    hereunder.

    


    SECTION
7.10          [Intentionally
left blank].

    


    SECTION
7.11          No
Distributions.  Make any distributions whatsoever to its
shareholders.

    


    SECTION
7.12          Repurchase of
Shares.  Repurchase any of its shares or other securities in
excess of $150,000.00 in the aggregate.  Any such repurchase other
than the approved aggregate repurchase of $150,000.000 shall require the express
written consent of Lender in its sole discretion.

    


    SECTION
7.13          Repayment of Subordinated
Loans.  Make the balloon payments due on October 28; 2010 with
respect to the loans that are the subject of the Subordination Agreements, if to
do so would leave Borrower with insufficient working capital to operate its
business or would impair Borrower’s ability to repay the Obligations, in each
case, as determined by Lender in its reasonable discretion.

    


    ARTICLE
VIII

    DEFAULT AND
REMEDIES

    


    SECTION
8.1.           Events of
Default.  Subject to subsection (c) below, each of the
following shall constitute an Event of Default, whatever the reason for such
event and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment or order of any court or any order,
rule or regulation of any Governmental Authority or otherwise:

    


    (a)           Monetary
Defaults.  Borrower fails to make any payment of principal of,
or interest on the Loan or the Note when and as due (whether at maturity, by
reason, of acceleration, at the discretion of Lender after an Event of Default,
or otherwise).

    


    (b)           Non-Monetary
Defaults.  The happening of one or more of the following events
of default shall constitute a Non-Monetary Default:


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    


    (i)           If
Borrower shall fail to make any payment of principal or interest on any other
indebtedness with Lender, or if Borrower shall default in the performance of any
other agreement, term or condition, contained in any agreement under which such
obligation is created, if the effect of such default is to cause or permit the
holder or holders of such obligations to cause such obligations to become due
prior to stated maturity and which could have a Material Adverse Effect on the
Business of Borrower.

    


    (ii)          If
Borrower defaults in the performance of any covenant contained in this
Agreement, or violates any other term, condition or representation contained in
this Agreement, the Note, or in any instrument, document or agreement related
hereto or thereto, and such default shall continue past the grace period
applicable thereto.  If there are final judgments for the payment of
money, which are outstanding against Borrower and any one of such judgments has
been outstanding for more than ninety (90) days from the date of its entry and
has not been discharged in full or stayed pending further
proceedings.

    


    (iii)         If
a receiver, liquidator or trustee of Borrower or of any material portion of
Borrower’s property, is appointed by court order and such order remains in
effect and is not stayed for more than thirty (30) days; or Borrower is
adjudicated bankrupt or insolvent; or any material portion of the properties of
Borrower is attached or sequestered by court order and such order remains; in
effect and is not stayed for more than, thirty (30) days; or a petition is filed
against Borrower under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, and is not dismissed or stayed within thirty
(30) days after such filing.

    


    (iv)         If
Borrower files a petition in voluntary bankruptcy or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt,

    dissolution
or liquidation law of any jurisdiction, whether now or hereafter in effect or
consents to the filing of any petition against it under such law.

    


    (v)         If
Borrower makes an assignment for the benefit of its creditors, or admits in
writing its inability to pay its debts generally as they become due, or consents
to the appointment of a receiver, trustee or liquidator of
Borrower.

    


    (vi)         Any
material provision of this Agreement or of any other Loan Document shall for any
reason cease to be valid and binding on Borrower, or if Borrower so states in
writing, or any Security Document shall for any reason cease to create a valid
and perfected first priority Lien on (which is prior to all other liens other
than the liens existing pursuant to this Agreement or Permitted Liens), or
security interest in, any of the Collateral purported to be covered thereby, in
each case other than in accordance with the express terms hereof or
thereof.

    


    (vii)         The
Collateral shall suffer any material impairment or deterioration of its
value.

    


    (viii)        If
at any time Borrower’s relationship with Food Lion, Inc. is materially altered
or lost resulting in a material decrease in Borrower’s projected revenues, and
not replaced with materially equal, new business, as determined by Lender in its
reasonable discretion.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    


    (ix)         If
there shall be any other occurrence, act or circumstance which reasonably leads
Lender to make a determination that there is a material adverse change in the
financial condition of Borrower or its Subsidiaries or that otherwise reasonably
makes Lender insecure.

    


    (c)           Cure
Periods.  Notwithstanding anything contained herein or in any
of the other Loan Documents to the contrary, Borrower shall be entitled to a ten
(10) day period from the date a payment is due to cure any Monetary Default, and
Borrower shall be entitled to a thirty (30) day period from the date of written
notice from Lender to Borrower to cure any Non-Monetary Default, provided that
such Non-Monetary Default is not the result of the intentional action or
inaction or gross negligence of Borrower in which event no notice is required
from Lender and no cure period is applicable.

    


    SECTION
8.2            Remedies.  Upon
the occurrence of an Event of Default, Lender may, at its sole option and with
no duty or obligation to do so, by notice to Borrower:

    


    (a)           Acceleration, Right of
Setoff and Other Rights.  Declare the principal of and interest
on the Loan and the Note at the time outstanding, and all other indebtedness of
Borrower to Lender, whether direct or indirect, whether under this Agreement,
any of the other Loan Documents or under any other arrangement with Lender, to
be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are expressly waived, anything in this
Agreement or the other Loan Documents to the contrary notwithstanding, and
terminate the Credit Facility and any right of Borrower to request borrowings
thereunder without affecting Lender’s rights and security interests in the
Collateral and without affecting the Obligations.  Lender may then
proceed to collect the same, to set off against all monies owed to Borrower
(under this Credit Facility or in any other facility or arrangement) by Lender
in any capacity, including without limitation monies held in bank depository
accounts with Lender, or as otherwise provided in the Note or any Loan Document
and, upon such acceleration, the unpaid principal balance and all accrued yet
unpaid interest upon the Note shall from and after such date of acceleration
bear interest at the Default Rate.  Lender shall also have such other
rights and remedies as provided herein or in any other instrument, document or
agreement executed by Borrower at law or at equity, including but not limited to
the right to sue for and recover damages as a result of any such
default.

    


    (b)           No Further
Advances.  Cease advancing money or extending credit to or for
the benefit of Borrower under this Agreement, under any of the Loan Documents,
or under any other agreement between Borrower and Lender.

    


    (c)           Foreclosure on
Collateral.  Take such actions as may be necessary to foreclose
on the Collateral, including without limitation settling or adjusting disputes
and claims directly with Account Debtors, taking such steps as Lender considers
necessary or reasonable to protect its security interest in the Collateral or
any part thereof, setting off and applying to the Obligations any and all
balances and deposits of Borrower held by Lender or indebtedness at any time
owing to or for the credit or the account of Borrower held by Lender,
instituting a foreclosure suit in any court having jurisdiction thereof, and
selling the Collateral at either a public or private sale or both, by way of one
or more contracts or transactions; for cash or on terms, in such manner and at
such places (including any premises of Borrower) as Lender determines is
commercially reasonable.  Lender may credit bid and purchase at any
public sale.  Notwithstanding the foregoing, any deficiency that
exists after disposition of the Collateral as provided above will be paid
immediately by Borrower.  Any excess will be returned, without
interest and subject to the rights of third Persons, by Lender to
Borrower.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    (d)           Rights and Remedies
Cumulative: Non-Waiver; etc.  The enumeration of the rights and
remedies of Lender set forth in this Agreement is not intended to be exhaustive
and the exercise by Lender of any right or remedy shall not preclude the
exercise of any other rights or remedies, all of which shall be cumulative, and
shall, be in addition to any other right or remedy given hereunder or under the
Loan Documents or that may now or hereafter exist in law or in equity or by suit
or otherwise.  No delay or failure to take action on the part of
Lender in exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude other or further exercise thereof or the exercise of any
other right, power or privilege or shall be construed to be a waiver of any
Event of Default.  No course of dealing between Borrower, Lender and
their respective employees shall be effective to change, modify or discharge any
provision of this Agreement or any of the other Loan Documents or to constitute
a waiver of any Event of Default.

    


    ARTICLE
IX

    MISCELLANEOUS

    


    SECTION
9.1            Remedies
Cumulative.  All of Lender’s rights and remedies hereunder
shall be cumulative and not alternative and may be exercised consecutively or
concurrently at Lender's option.

    


    SECTION
9.2            No
Waiver.  No waiver by Lender of any Default shall operate as a
waiver of any other Default or of the same Default on a future
occasion.  No delay or omission on the part of Lender in exercising
any right or remedy shall operate as a waiver thereof, and, no single or partial
exercise by Lender of any right or remedy shall preclude any other or further
exercise thereof or the exercise of any other rights or remedy.

    


    SECTION
9.3            Notices.  The
service upon Borrower of any notice provided for in this Agreement shall be
deemed to have been given by mailing a copy of such notice to Borrower’s last
known address of record as reflected on Lender’s records and shall be deemed to
have been received within five (5) days from the day on which the correspondence
is deposited in a United States post office, certified mail, return receipt
requested, or if delivered by a recognized overnight courier service, on the
next Business Day.  Notices to any pasty shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

    


    
      
        
          	
                  To
      Lender:

                	
                  SunTrust
      Bank

                
	 
      	
                  76
      South Laura Street, 20th
      Floor

                
	 
      	
                  Jacksonville,
      FL 32202

                
	 
      	
                  Attn:  Mr.
      Drew Wiseman

                


        

      

    


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  With
      a copy to:

                	
                  James
      H. Porter

                
	 
      	
                  Fowler
      White Boggs P.A.

                
	 
      	
                  50
      North Laura Street, Suite 2200

                
	 
      	
                  Jacksonville,
      FL 32202

                
	 
      	 
      
	
                  To
      Borrower:

                	
                  Global
      Axcess Corp.

                
	 
      	
                  7860
      Belfort Parkway, Suite 165

                
	 
      	
                  Jacksonville,
      FL 32256

                
	 
      	
                  Attu:
      Mr. Michael Loiacono, Chief financial Officer

                
	 
      	 
      
	
                  With
      a copy to:

                	
                  Steven
      E. Brust, Esq.

                
	 
      	
                  Smith,
      Gambrell & Russell, LLP

                
	 
      	
                  50
      N. Laura Street, Suite 2600

                
	 
      	
                  Jacksonville,
      FL 32202

                


        

      

    

    


    Borrower
shall make payments of principal and interest under the Term Loan as specified
in the Note.

    


    SECTION
9.4            Expenses:
Indemnity.  Borrower will pay all reasonable out-of-pocket
expenses of Lender in connection with (a) the preparation, execution, delivery,
and administration of this Agreement, including any waiver, amendment or consent
by Lender relating to this Agreement or any of the other Loan Documents,
including reasonable charges, fees and disbursements of counsel for Lender
actually incurred, search fees, recording fees, taxes imposed in connection
therewith and title insurance premiums, and (b) upon the occurrence and
continuance of an Event of Default, all costs and expenses of enforcing any
provision of this Agreement or other Loan Documents, of collection and
reasonable attorneys fees, including costs, expenses and reasonable attorneys'
fees on appeal and fees charged by an experts and consultants retained by
Lender.

    


    SECTION
9.5            Governing
Law/Jurisdiction.  This Agreement; the Note and the other Loan
Documents shall be governed by, construed and enforced in accordance with the
laws of the State of Florida, without reference to the conflicts or choice of
law principles thereof.  Wherever possible, each provision of this
Agreement and the other Loan Documents shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision (or portion
thereof) of this Agreement or other Loan Documents shall be ineffective, the
invalidity of such provision (or portion thereof) will not affect the
enforceability of the remainder of such provision in the case of a portion being
invalid, or of this Agreement or other Loan Documents Borrower hereby
irrevocably consents to the personal jurisdiction of the state and federal
courts located in Duval County, Florida, in any action, claim or other
proceeding arising out of any dispute in connection with this Agreement, the
Note and the other Loan Documents, any rights or obligations hereunder or
thereunder, or the performance of such rights and obligations.

    


    SECTION
9.6            Amendments.  No
amendment, modification, termination or waiver of any provision of this
Agreement, the Note, or other Loan Documents, nor consent to any departure by
Borrower therefrom, shall in any event be effective, unless the same shall be in
writing and signed by Lender, and then such waiver or consent shall be effective
only in specific instances and for the specific purpose for which
given.


    
      
         


      

      
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    SECTION
9.7            Binding Arbitration; Waiver
of Jury Trial.

    


    (a)           WAIVER OF TRIAL BY
JURY.  BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO TRIAL BY JURY IN ANY
ACTION ARISING OUT OF, OR BASED UPON, THIS LOAN AGREEMENT, THE PROMISSORY NOTE
REPRESENTING THE LOANS, THE COLLATERAL FOR THE LOANS, AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER WRITTEN OR VERBAL) OR ACTIONS OF EITHER
PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER EXTENDING
CREDIT TO BORROWER.

    


    (b)           Binding
Arbitration.  If the provisions of Section 9.7(a) are held to
be unenforceable by a final non-appealable judgment of a court of competent
jurisdiction, then upon demand of any party, whether made before or after
institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any other Loan
Documents (“Disputes”), between or among parties to this Agreement or any other
Loan Document shall be resolved by binding arbitration as provided
herein.  Institution of a judicial proceeding by a party does not
waive the right of that party to demand arbitration
hereunder.  Disputes may include, without limitation, tort claims,
counterclaims claims brought as class actions, claims arising from Loan
Documents executed in the future, or claims concerning any aspect of the past,
present or future relationships arising out or connected with the Loan
Documents.  Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the
American Arbitration Association (the “AAA”) and Title 9 of the U.S.
Code.  All arbitration hearings shall be conducted in Jacksonville,
Florida.  The expedited procedures set forth in Rule 51, et seq., of
the Arbitration Rules shall be applicable to claims of less than
$1,000,000.  All applicable statutes of limitation shall apply to any
Dispute.  A judgment upon the award may be entered in any court having
jurisdiction.  The panel from which all arbitrators are selected shall
be comprised of licensed attorneys.  The single arbitrator selected
for expedited procedure shall be a retired judge from the highest court of
general jurisdiction, state or federal of the state where the hearing will be
conducted.

    


    (c)           Preservation of Certain
Remedies.  Notwithstanding the preceding binding arbitration
provisions, the parties hereto and the other Loan Documents preserve, without
diminution, certain remedies that such Persons may employ or exercise freely,
either alone, in conjunction with or during a Dispute.  Each such
Person shall have and hereby reserves the right to proceed in any court of
proper jurisdiction or by self help to exercise or prosecute the following
remedies, (i) all rights to foreclose against any real or personal property or
other security by exercising a power of sale granted in the Loan Documents or
under applicable law or by judicial foreclosure and sale, (ii) all rights of
self help including peaceful occupation of property and collection of rents, set
off, and peaceful possession of property, (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and in filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of
judgment.  Preservation of these remedies does not limit the power of
an arbitrator to grant similar remedies that may be requested by a party in a
Dispute.


    
      
         


      

      
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    SECTION 9
8            Injunctive Relief;
Consequential Damages.

    


    (a)           Borrower
recognizes that, in the event Borrower fails to perform, observe or discharge
any of its obligations or liabilities under this Agreement, any remedy of law
may prove to be inadequate relief to Lender.  Therefore, Borrower
agrees that Lender, at Lender’s option, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving
actual damages.

    


    (b)           Lender
and Borrower (including any Subsidiaries of Borrower) hereby agree that no such
Person shall have a remedy of punitive or exemplary damages against any other
party to a Loan Document and each such Person hereby waives any right or claim
to punitive or exemplary damages that they may now have or may arise in the in
connection with any Dispute, whether such Dispute is resolved through
arbitration or judicially.

    


    SECTION
9.9            Successors and
Assigns.  All covenants and agreements contained in this
Agreement or in any of the other Loan Documents by or on behalf of either of the
parties hereto shall bind and inure to the benefit of the respective successors
and assigns of the parties hereto whether so expressed or not; provided,
however, this clause shall not by itself authorize any delegation of duties by
Borrower or any other assignment which may be prohibited by the terms and
conditions of this Agreement.

    


    SECTION
9.10          Survival of
Indemnities.  Notwithstanding any termination of this
Agreement, the indemnities to which Lender is entitled under any provision of
this Agreement and the Loan Documents shall continue in full force and effect
and shall protect Lender against events arising after such termination: as well
as before.

    


    SECTION
9.11          Headings, Titles and
Captions.  The headings, titles and captions in this Agreement
are intended to be for convenience of reference only, and shall not define or
limit the scope, extent or intent or otherwise affect the meaning of any portion
hereof.

    


    SECTION
9.12          Counterparts.  This
Agreement may be executed in any number of Counterparts, all of which when taken
together shall constitute one and the same instrument and be deemed to be an
original, binding upon all parties and their successors and
assigns.  Any of the parties hereto may execute this Agreement by
signing such counterpart.

    


    SECTION
9.13          Term of
Agreement.  This Agreement shall remain in effect from the
Closing Date through and including the date upon which all Obligations shall
have been indefeasibly and irrevocably paid and satisfied in full.  No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination.


    
      
         


      

      
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    SECTION
9.14          Time is of the
Essence.  Time is of the essence to this Agreement, the Note
and the other Loan Documents.

    


    SECTION
9.15          Conflict.  In
the event any conflict arises between the terms of this Agreement and the terms
of any other Loan Documents, the terms of this Agreement shall govern in all
such instances of conflict.

    


    SECTION
9.16          Cross Default/Cross
Collateralization.  A default under any Loan Document or
Financial Contract, including a default under this Agreement, shall be and
constitute a default under each and every Loan Document, including this
Agreement.  The Collateral for the Loan outlined herein shall also
serve as security for Borrower's indebtedness under this Agreement and every
other Loan Document, whether now or hereafter existing, whether by way of
renewal or modification, or whether primary, secondary, direct or indirect; by
endorsement, guarantee, or otherwise.

    


    SECTION
9.17          Further
Assurances.  Borrower shall, from time to time, execute such
additional documents as may be requested by Lender or Lender’s counsel, to carry
out the terms and fulfill the intent and purpose of this Agreement and the Loan
Documents.

    


    SECTION
9.18          No Third Party
Beneficiaries.  The parties intend that this Agreement is
solely for their benefit and no person not a party hereto shall have any rights
or privileges under this Agreement whatsoever either as the third party
beneficiary or otherwise.

    


    IN WITNESS WHEREOF, the parties hereto
have signed and sealed this Agreement on the day and year first above
written.

    


    
      
        	 
      	
                GLOBAL AXCESS
      CORP.,

              
	 
      	
                a
      Nevada corporation

              
	 
      	 
      
	 
      	
                By:

              	
                  /s/ George A.
      McQuain

              
	 
      	
                Name:

              	
                George A. McQuain

              
	 
      	
                Title:

              	
                President and CEO

              
	 
      	 
      
	 
      	
                SUNTRUST
      BANK,

              
	 
      	
                a
      Georgia banking corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Andrew W. Wiseman,
  Jr.

              
	 
      	
                Name:

              	
                Andrew W. Wiseman, Jr.

              
	 
      	
                Title:

              	
                Senior Vice
  President

              


      

    


    
      
         


      

      
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