CREDIT AND SECURITY
AGREEMENT

     

    THIS
CREDIT AND SECURITY AGREEMENT (“Agreement”), dated as of the _____ day of December, 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 therefor.

     

    “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,

            


    

    
      	
               
      

            	
              (g)

            	
              any
      other personal property,

            


    

    
      	
               
      

            	
              (h)

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

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (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 any fiscal quarter end of Borrower, the ratio
calculable by dividing (a) (net income plus depreciation and interest expense
less withdrawals and dividends) by (b) (Long Term Debt 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.

     

    “EBIDA” means Net
Income 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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “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 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) January 31,
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.

     

    “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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “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.

     

    “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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “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 sole 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, 2009, (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, LLC or any of its Affiliates.

     

    “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.

     

    “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
therefor, 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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “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).

     

    “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 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).


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “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.

     

    (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 One Million Two Hundred Thousand and 00/100 Dollars ($1,200,000.00)
(“Term Loan Commitment Amount”).

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (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.

     

    (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 $1,200,000 of
existing subordinated debt owed to Edward Ashurian, Renaissance Capital, Lock
Ireland, and Valfrid E. Palmer.

     

    (f)           Repayment of
Loan/Amortization. Borrower shall repay the Term Loan over
25 months, beginning January 31, 2010, with 25 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 January 31, 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 plus accrued interest
amortization schedule will consist of monthly payments of $35,943.53 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.

     

    (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 thirty-first (31st) day of
each calendar month for interest accrued the prior month, commencing with the
month of January, 2010. 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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (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.

     

    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.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (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.

     

    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 Six Thousand
and 00/100 Dollars ($6,000.00).

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    SECTION
3.5           Manner of Payment.
Unless otherwise provided in the Note, 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”).

     

    (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.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    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 December _____, 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
each be in full force and effect and no Event of Default shall exist
thereunder:

     

    (i)          this
Agreement;

    (ii)         the
Note;

    (iii)        the
Loan Closing Statement; and

    (iv)        the
certificates described in Sections 4.2(c)(i) and (ii) and
4.2(e)(ii).

     

    To the
extent any of the Schedules to this Agreement are not delivered at Closing,
Lender shall not be obligated to fund the Loan until such schedules are
delivered.

     

    (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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (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; 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 deemed to
include any jurisdiction where the failure to be so qualified would cause a
Material Adverse Effect to Borrower.

     

    (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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (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 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.

     

    (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, and certified by its chief financial officer, treasurer or controller; and
(B) such other financial information as may be reasonably requested by
Lender.

     

    (ii)           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)           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.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    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          Organization, 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.

     

    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.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    SECTION
5.5           Litigation, etc.
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.

     

    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 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 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.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    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 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 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).


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    (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.

     

    (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.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    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.

     

    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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    

      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.

       

      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.

       

      SECTION
6.10   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.

       

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

       

      (i)           Within
one hundred fifty (50) 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.

       

      (ii)          As
soon as filed but in no event later than ten (10) days from the date of filing
thereof, the federal income tax return, including all schedules, of Borrower and
its Subsidiaries.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      (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 or 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 tested annually.

       

      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

       

      (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.

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      

       

      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
expected), working order, and condition, all properties, whether tangible,
personal or real, used or useful in its business(s) and from time 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.

       

      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.

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      

       

      SECTION
7.3   Loan, Advances, Investments,
and Contingent Liabilities. Make or permit to remain outstanding any loan
or advance to, or guarantee, endorse or otherwise be or become contingently
liable, directly or indirectly, in connection with the obligations, stock or
dividends of, or own, purchase or acquire any stock, obligations or securities
of, or any other interest in, or make any capital contribution, donation or
transfer of monies to, or otherwise invest in, any entity other than accounts
created in the normal course of business, without the prior written consent of
Lender.

       

      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   Capital Expenditure
Limitation. Invest in, purchase, finance, or lease (i) new automated
teller machines in excess of $2,000,000 in the aggregate during the course of
any fiscal year, or (ii) additional fixed assets in excess of $200,000 in
the aggregate during the course of any fiscal year period, in each case without
the prior written consent of Lender.

       

      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), and (c) operating leases required for the business of
Borrower and entered into in the ordinary course of business.

       

      SECTION
7.9   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;

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      

       

      (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.

       

      SECTION
7.10   Limitations on Changes in
Ownership Structure. Change the ownership structure of Borrower from its
current status, whether through sale, merger or otherwise.

       

      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. However, no stock repurchases can be made while the Term Loan is
outstanding without prior written consent from Lender.

       

      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:

       

      (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.

       

      
        
           


        

        
          25

          
            

          

        

        
           


        

      

       

      (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 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 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 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, of 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 impairment or deterioration of its
value.

       

      (viii)      Borrower’s
relationship with Food Lion or its Affiliates is materially altered or
lost.

       

      (ix)         If
there shall be any other occurrence, act or circumstance which 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 makes Lender
insecure.

       

      (x)           An
Event of Default has occurred under any other agreement between Borrower and
Lender, including that certain Credit and Security Agreement by and among
Borrower and Lender dated as of March 27, 2009.

       

      (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.

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      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 Notes 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.

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (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 party 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

              
	 
      	 
      
	
                With
      a copy to:

              	
                James
      B. Porter

              
	 
      	
                Fowler
      White Boggs P.A.

              
	 
      	
                50
      North Laura Street, Suite 2200

              
	 
      	
                Jacksonville,
      FL 32202

              


      


      
        
           


        

        
          28

          
            

          

        

        
           


        

      

      


      
        	
                To
      Borrower:

              	
                Global
      Axcess Corp.

              
	 
      	
                7800
      Belfort Parkway, Suite 165

              
	 
      	
                Jacksonville,
      FL 32256

              
	 
      	
                Attn:
      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

              


      

      


      Lender
hereby designates its office located at the address set forth above, or any
subsequent office which shall have been specified for such purpose by written
notice to Borrower and Lender, as Lender’s Office referred to herein, to which
payments due are to be made and at which Loan will be disbursed.

       

      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 or 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 Notes 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 Notes 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, any of the Notes, 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.

       

      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      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 NOTES 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.

       

      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      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
future 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.

       

      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, Lender shall have the option of selecting which
conditions shall govern the loan relationship evidenced by this Agreement and,
if Lender does not so indicate, the terms of this Agreement shall govern in all
such instances of conflict.

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      

       

      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 and
for all other indebtedness of Borrower to Lender, 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.

       

      [Signature
Page Follows]


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      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
      McQuain   

              
	 
      	
                Name:

              	
                George
      McQuain   

              
	 
      	
                Title:

              	
                President &
      CEO   

              
	 
      	 
      
	 
      	 
      
	 
      	
                SUNTRUST
      BANK,

              
	 
      	
                a
      Georgia banking corporation

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/ Andrew W. Wiseman,
      Jr.   

              
	 
      	
                Name:

              	
                Andrew W. Wiseman,
      Jr.   

              
	 
      	
                Title:

              	
                Senior Vice
      President   

              


      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      Exhibit
A

      


      Term
Note


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
B

      


      Officer’s
Compliance Certificate


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.16(b)

      


      Contracts


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.16(e)

      


      Borrower’s
FEIN


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
5.16(f)

      


      Investment
Property


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
6.3

      


      Certificates
of Insurance