PROMISSORY
NOTE

    


    
      	 
      	
              Camden,
      Georgia

            
	
              U.S. $5,000,000.00

            	
              March
      30, 2009

            


    

     

    The
undersigned Borrower promises to pay to the order of SUNTRUST BANK, a Georgia
banking corporation (hereinafter called “Bank”, which term shall
include all subsequent holders of this Note by assignment or otherwise) the sum
of FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00), together with
interest from the date hereof at the respective rates of interest hereinafter
provided, all in the manner further provided for herein. Each payment by the
Borrower will be made in U.S. Dollars and immediately available funds by direct
debit from the deposit account as specified below or, for payments not required
to be made by direct debit, by mail to the address shown on the Borrower’s
statement or at one of the Bank’s banking centers in the United States.
Repayments will be withdrawn from account number 1000095040316 owned by Borrower
or such other of the Borrower’s accounts with the Bank as designated in writing
by the Borrower and reasonably acceptable to the Bank. All sums due and owing
under this Note are payable in lawful currency of the United States of America.
All payments made hereunder shall be applied first to interest accrued to the
date of such payment, then to any and all lawful charges, costs and fees and the
remainder, if any, to payment of principal.

     

    The
principal outstanding under this Note shall bear interest at the Interest Rate
(as hereinafter defined). The term “Interest Rate” means a fixed
rate of interest equal to 6.99% per annum, provided, however, that the Interest
Rate charged hereunder shall never exceed the maximum rate allowed, from time to
time, by applicable law.

     

    Monthly
payments of principal in the amount of One Hundred Nineteen Thousand Forty-seven
and 62/100ths
Dollars (US $119,047.62) together with accrued interest at the applicable
Interest Rate shall be payable on April 30th,
2009, and on the thirtieth (30th)
day of each calendar month (or the last day of a calendar month which has less
than thirty (30) days) thereafter until the Maturity Date (as defined
below).

     

    The “Maturity Date” of this Note
shall be September 30, 2012. Notwithstanding
any contrary provision of this Note, all amounts then outstanding under this
Note, if not sooner paid, shall be due and payable in full on the Maturity Date
as defined above.

     

    A payment
due hereunder shall be deemed late if it is not received by the Bank on or
before ten (10) days after the due date of such payment, and each late payment
shall automatically incur a late charge, payable immediately, equal to five
percent (5%) of such payment. This late charge provision shall not limit the
operation of any other provision of this Note regarding payments that are not
made when due hereunder. Further, notwithstanding any other rate of interest
provided for herein, the Interest Rate applicable to any payment or payments of
principal or interest, or any part thereof, not received by the Bank within ten
(10) days after the due date thereof shall thereafter be the lesser of eighteen
percent (18%) per annum or the highest non-usurious rate of interest allowed
under applicable law (the “Default
Rate”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Borrower
may prepay amounts owing under this Note at any time. A prepayment charge shall
apply to any such prepayment pursuant to the terms set forth on the Prepayment
Provision Rider attached as Addendum A hereto and
incorporated herein by reference.

     

    Further
still, Borrower shall be in default of this Note in the event that (i) any
payment of principal or interest, or any part thereof, is not received by the
Bank within ten (10) days after the due date of such payment, or (ii) upon the
occurrence of any other default hereunder other than a default in the payment of
principal and interest required hereunder which, if capable of being cured, is
not cured within thirty (30) days after Bank’s written notice to Borrower or
(iii) upon the occurrence of any default under the terms of any other loan
document securing or made at any time in connection with this Note or with any
loan now or hereafter made to Borrower, any guarantor of this Note or any other
person or party that is cross-defaulted with this Note subject to any applicable
grace or cure period provided therein. In the event of any such default that
remains uncured upon the expiration of any applicable grace or cure period, if
any, the principal sum remaining unpaid hereunder, together with all accrued and
unpaid interest thereon, and all other liabilities of the Borrower under this
Note, shall become due and payable at any time thereafter at the option of the
Bank, immediately upon the Bank’s written notice or demand. Also in that event,
the Bank shall have all of the rights and remedies provided for herein, by
applicable law, in any security agreement, loan agreement or other loan document
securing or made at any time in
connection with this Note. Also in that event, the Bank shall have the
remedies of a secured party under the Uniform Commercial Code and, without
limiting the generality of the foregoing, the immediate and unconditional right
to set off against this Note all money owed by Bank in any capacity to each “Obligor” (which term includes Borrower and any
guarantor or other person or entity now or hereafter obligated for all or part
of the indebtedness of Borrower under this Note, or under any other loan
document securing or made at any time in connection with this Note, whether or
not then otherwise due, and also to set off against all other liabilities of
each Obligor to Bank all money owed by Bank in any capacity to each Obligor;
and, Bank shall be deemed to have exercised such right of set-off and to have
made a charge against any such money immediately upon the occurrence of such
default that remains uncured upon the expiration of any applicable grace or cure
period, if any, even though such a charge is made or entered on the books of
Bank at a later time.


     

    In
enforcing its remedies for default, unless any collateral security for this Note
(“Collateral”) is
perishable or threatens to decline speedily in value, or is of a type
customarily sold on a recognized market, the Bank will give Borrower reasonable
notice of the time and place of any public sale thereof or of the time after
which any private sale or any other intended disposition thereof is to be made.
The requirement of reasonable notice shall be met if such notice is mailed,
postage prepaid, to Borrower at the address given below or at any other address
shown on the records of the Bank, at least five (5) days before the time of the
sale or disposition. In connection with the disposition of any Collateral at the
instance of the Bank, Borrower shall be and remain liable for any deficiency,
and Bank shall account to Borrower for any surplus, provided, however, that the
Bank shall have the right to apply all or any part of such surplus (or to hold
the same as
a reserve against) any and all other liabilities of Borrower to Bank, and
further provided that no provision of this Note or of any other loan document
securing or made at any time in connection with this Note shall be construed to
require that the Bank seek recourse against any Collateral before or to the
exclusion of any other default rights and remedies that the Bank may have under
applicable law. Borrower promises and agrees to pay all costs and expenses of
collection and reasonable attorneys’ fee, including costs, expenses and
reasonable attorneys’ fees on appeal, if sought or collected by the Bank through
legal proceedings or through an attorney at law.



    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Bank
shall have the right, which may be exercised at any time whether or not this
Note is then due, to notify any one or more of the Obligors to make payment to
Bank on any amounts due or to become due on any Collateral. In the event of any
default hereunder (subject to any applicable cure period), Bank shall thereafter
have, but shall not be limited to, the following rights; (i) to transfer this
Note and the Collateral, whereupon Bank shall be relieved from all further
liabilities, duties and responsibilities hereunder and with respect to any
Collateral so pledged or transferred, and any transferee shall for all purposes
stand in the place of Bank hereunder and have all the rights of Bank hereunder;
(ii) to transfer the whole or any part of the Collateral into the name of itself
or its nominee; (iii) to vote the Collateral; (iv) to demand, sue for, collect,
or make any compromise or settlement it deems desirable with reference to the
Collateral; and, (v) to take control of any proceeds of
Collateral.


     

    No delay
or omission on the part of Bank in exercising any right hereunder shall operate
as a waiver of such right or of any other right under this Note. Presentment,
demand, protest, notice of dishonor, and extension of time without notice are
hereby waived by Borrower and each and every other Obligor. Except as otherwise
expressly provided in this Note or by applicable law, any notice to Borrower
regarding this Note shall be sufficiently served for all purposes if placed in
the mail, postage prepaid, addressed to or left upon the premises at the address
shown below or any other address shown on the Bank’s records. Time is of the
essence in all matters relating to this Note.


     

    In the
event Bank is required to return or repay any payment of the principal, interest
or other sums paid hereunder, or any portion thereof, as a result of any
bankruptcy or other law relating to creditor’s rights, whether such return or
repayment is made to Borrower, any guarantor, or any trustee in bankruptcy,
receiver or other person or entity, then the amounts so repaid or returned shall
thereupon again become a part of the sums of money due and payable hereunder to
the same extent as if such payment had never been made.


     

    This Note
and Borrower’s obligations hereunder shall not be impaired, released, modified
or terminated by reason of the dissolution of Borrower or any guarantor, if
Borrower or any guarantor are corporations, partnerships, limited liability
companies or other entities.

     

    Borrower
acknowledges and agrees that Bank shall have the right to make releases (whether
in whole or in part) of all or any part of the Collateral securing this Note,
without notice to or the consent, approval, or agreement of other parties in
interest, including junior lienors, which release shall not impair in any manner
the validity or priority of the liens and security interests in the remaining
Collateral for this Note nor release Borrower from any liability for the
indebtedness secured thereby. Notwithstanding the existence of any other lien or
security interest in the Collateral held by Bank, Bank shall have the right to
determine the order in which any or all of the Collateral shall be subjected to
the remedies provided for herein and in the loan documents securing this Note.
The proceeds realized upon the exercise of the remedies provided for herein or
in the loan documents securing this Note shall be applied by the Bank in the
manner herein or therein provided. Borrower hereby waives any and all rights to
require the marshalling of assets in connection with the exercise of any of the
remedies permitted by applicable law or provided for herein or in the other loan
documents evidencing, securing or otherwise executed in connection with this
Note.


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Notwithstanding
anything in this Note to the contrary, if for any reason the rate of interest
charged under this Note shall exceed the maximum rate permitted by law, then the
interest rate shall be immediately reduced to the legal limit so that in no
event shall usurious exaction be possible. If under any circumstances whatsoever
interest in excess of the legal limit has been paid by Borrower or any
guarantor, such excess shall be refunded to Borrower or such guarantor, as
applicable or, if any such excess interest has accrued but has not been paid,
Bank shall eliminate such excess interest so that under no circumstance shall
interest exceed the maximum rate allowed by law.


     

    This Note
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the State of Florida.


     

    Borrower
and Bank irrevocably consent, agree and submit to non-exclusive jurisdiction and
venue in any state or federal court sitting in Duval County, Florida and waive
any objection based on venue or forum non conveniens for enforcement of this
Note or for any action otherwise arising hereunder or under the other loan
documents evidencing, securing or otherwise executed in connection with this
Note or in any way connected with, related or incidental to the dealings of the
parties in respect of this Note, any of the other such loan documents or the
transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity or otherwise and agree
that any dispute with respect to any such matters shall, except as specifically
otherwise provided below, be heard only in the courts described above; provided,
however, that Bank shall have the right to bring any action or proceeding
against Borrower or its property or against any Collateral securing this Note in
the courts of any other jurisdiction which Bank deems necessary or appropriate
in order to realize on the Collateral securing this Note or to otherwise enforce
its rights against Borrower or its property. Initiating such proceeding or
taking such action in any other state shall in no event constitute a waiver of
the agreement contained herein that the laws of the State of Florida shall
govern the rights and obligations of Borrower and Bank hereunder, or of the
submission herein made by Borrower and Bank to personal jurisdiction and venue
within the State of Florida as aforesaid.


     

    JURY TRIAL WAIVER.
BORROWER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY
WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER
DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK
ENTERING INTO THIS AGREEMENT. FURTHER, BORROWER HEREBY CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S COUNSEL HAS THE AUTHORITY TO WAIVE,
CONDITION OR MODIFY THIS PROVISION.



    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, Borrower has executed and
delivered this Note on the date first above written.
 

    
      
        
          
            
              	
                      Borrower:

                    
	 
      
	
                      GLOBAL
      AXCESS CORP.,

                      a
      Nevada corporation

                    
	 
      
	
                      By

                    	
                      /s/ George A.
      McQuain

                    
	 
      	
                      Name:

                    	
                      George A.
      McQuain

                    
	 
      	
                      Title:

                    	
                      President and
      CEO

                    


            

          

        

      

    

     

    Borrower’s
Address:

    7800
Belfort Parkway, Suite 165 

    Jacksonville,
Florida 32256

     

    27 MARCH
2009

    Lori A.
Pipes

     

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Addendum A

    


    
      
        
          	
                  

                	
                  Prepayment
      Provision Rider

                


        

      

    

     

    This
Rider made as of March 27, 2009, is incorporated into and amends and supplements
the attached Promissory Note of the same date in the amount of $5,000,000 (the
“Note”) of the undersigned (the “Borrower”)
payable to SunTrust Bank (“SunTrust”).
In addition to the covenants and agreements made in the Note, Borrower and
SunTrust agree that the following terms and conditions shall apply.

     

    Prepayment
Provision

    Upon two
Business Days’ prior written notice to SunTrust, the Borrower may prepay amounts
owing under the Note at any time and from time to time. Such prepayment notice
shall specify the amount of the prepayment which is to be applied. In the event
of prepayment, the Borrower may be required to pay SunTrust an additional fee (a
prepayment charge) determined in the manner provided below, to compensate
SunTrust for all losses, costs and expenses incurred in connection with such
prepayment.

     

    
      	
              þ

            	
              The
      fee shall be equal to the present value of the difference between (1) the
      amount that would have been realized by SunTrust on the prepaid amount for
      the remaining term of the loan at the Federal Reserve H.15 Statistical
      Release rate for fixed-rate payers in interest rate swaps for a term
      corresponding to the term of the Note, interpolated to the nearest month,
      if necessary, that was in effect three Business Days prior to the
      origination date of the Note and (2) the amount that would be realized by
      SunTrust by reinvesting such prepaid funds for the remaining term of the
      loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate
      payers in interest rate swaps, interpolated to the nearest month, that was
      in effect three Business Days prior to the loan repayment date; both
      discounted at the same interest rate utilized in determining the
      applicable amount in (2). Should the present value have no value or a
      negative value, the Borrower may repay with no additional fee. Should the
      Federal Reserve no longer release rates for fixed-rate payers in interest
      rate swaps, SunTrust may substitute the Federal Reserve H.15 Statistical
      Release with another similar index. SunTrust shall provide the Borrower
      with a written statement explaining the calculation of the premium due,
      which statement shall, in absence of manifest error, be conclusive and
      binding.

            


    

    


    
      
        
          
            
              	
                       ̈
      The fee
      shall be equal to:

                    	
                         

                    


            

          

        

      

    

    
      	
               

            	
               

            


    

    
      	
                

            	
               

            


    

    
      	
               

            	
               
    

            


    

     

    Partial
prepayments may be made subject to a prepayment charge based upon the same
calculation methodology described above. Any partial prepayment shall be applied
to installments of principal in the inverse order of maturity and shall not
postpone the due dates of, or relieve the amounts of, any scheduled installment
payments due hereunder. Any amounts repaid hereunder may not be re-borrowed. For
purposes of this Rider, the term Business Day shall mean any day other than a
Saturday or Sunday or other day on which SunTrust is authorized or required to
close.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Individual
      signature(s)

                                  	 	
                                    GLOBAL
      AXCESS CORP.

                                  
	 
      	 
      	 	 
      
	
                                       

                                  	
                                    (Seal)

                                  	 	
                                    George A.
  McQuain

                                  
	
                                    Borrower
      Signature

                                  	 	
                                    Borrower

                                  
	 
      	 	 
      
	 	
                                       

                                  	 	
                                    By:

                                  	
                                    President
      and CEO

                                  
	
                                    Name,
      printed or typed

                                  	 	 
      
	 
      	 	
                                    George A. McQuain

                                  
	 
      	 	
                                    Name
      and title, printed or typed

                                  
	 
      	 	 
      
	 
      	
                                    (Seal)

                                  	 	 
      
	
                                    Borrower
      Signature

                                  	 	 
      
	 
      	 	 
      
	
                                       

                                  	 	 
      
	
                                    Name,
      printed or typed

                                  	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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