DEAN
      HELLER
                    Secretary
      of State
                    204
      North Carson Street, Suite 1
                    Carson
      City, Nevada 89701-4299
                    (775)
      684 5708
                    Website:
      secretaryofstate.biz




Certificate
      of Amendment
                      (PURSUANT
      TO NRS 78.385 and 78.390)





Important:
      Read attached instructions before completing form.
              ABOVE
      SPACE IS FOR OFFICE USE
      ONLY





Certificate of Amendment to
Articles of Incorporation


For Nevada Profit
Corporations





(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)





1.  Name of
corporation:


Global
Axcess Corp




2.  The
articles have been amended as follows (provide article numbers, if
available):





Article
IV: (A) Capital Stock. The Corporation is authorized to issued two classed of
Common Stock. One class shall be Common Stock, par value $.001, of which the
Corporation shall have the authority to issue 45,000,000 shares of Common Stock.
The second class of capital stock shall be Preferred Stock, par value $.001, of
which the Corporation shall have the authority to issue 5,000,000 shares of
Preferred Stock. The Preferred Stock or any series thereof, shall have such
designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof as shall be
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the board of directors and may be dependent upon facts ascertainable
outside of such resolution or resolutions of the board of directors, provided
that the matter in which such facts shall operate upon such designations,
preferences, rights and qualifications, limitations or restrictions of such
class or series of stock is clearly and expressly set forth in the resolution or
resolutions providing for the issuance of stock by the board of
directors.





(B) Upon
effectiveness of the one-for-five reverse stock split of the Corporation’s
Common Stock, all issued and outstanding shares, as of the effective date, shall
be consolidated to the extent that (continued on Schedule A)





3.  The vote
by which the stockholders holding shares in the corporation entitling them to
exercise at least a majority of the voting power, or such greater proportion of
the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation have
voted in favor of the amendment is:





4.
Effective date of filing (optional): 4/28/05





(must not
be later then 90 days after the certificate is filed)





5.
      Officer Signature (required):





* If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.





IMPORTANT:Failure to include
any of the above information and submit the proper fees may cause this filing to
be rejected.





This
      form must be accompanied by appropriate fees. See attached fee
      schedule.
                  
                  Navada
      Secretary of State AM 73 385 Amend 2003Revised
      on 11/03/03









Schedule
A





the
issued and outstanding shares of Common Stock shall be reduced from 90, 999,755
prior to the reverse split to 18,199,951 following the reverse stock split. No
fractional shares shall be issued. Any shareholder who beneficially owns a
fractional share of the Corporation’s common stock after the reverse stock
split, will receive a cash payment in lieu of such fractional share. The capital
of the Corporation will be reduced as a result of Reverse
Split.