SECOND RESTATED
                            ARTICLES OF INCORPORATION

     NET HOLDINGS.COM INC. (the "Corporation"), a corporation organized and
existing under the laws of the State of Nevada, does hereby certify:

     1. The name of the Corporation is NET HOLDINGS.COM INC., successor in name
to XPLORER, S.A.. The Corporation was originally incorporated under the name
SUPER-VIDEO, INC. and the original Articles of Incorporation were filed with the
Secretary Of State of the State of Nevada on May 02, 1984. The name and address
of the original incorporator's executing the Corporation's Articles of
Incorporation are:

                  Daniel Lezak              1098 Lucerne Way, P.O. Box 7202
                                            Incline Village, Nevada 89450

                  Fred Sproule              P.O. Box 7960
                                            Incline Village, Nevada 89450

                  Ray R. Cummings           4208 Minnecota Drive
                                            Thousand Oaks, CA  91360

     2. That pursuant to an Order of the Bankruptcy Court, dated July 17, 1996,
the Corporation was authorized to execute Restated Articles of Incorporation and
to cause it to be filed with the Secretary of the State of Nevada which was
executed and filed on August 15, 1996 with the Secretary of the State of Nevada.

     3. The Board of Directors of the corporation, by Written Consent of the
Board of Directors Without a Meeting, dated the 30th day of July, 1999, adopted
resolutions to amend and restate the Articles of Incorporation, with such
Restated and Amended Articles of Incorporation becoming effective August 15,
1999.

     4. The Board of Directors of the Corporation, by Written Consent Without a
Meeting, dated May 9, 2001, has adopted resolutions to amend and restate the
Restated Articles of Incorporation, with said changes to become effective May
10, 2001.


     5. That number of shares of the Corporation's common stock outstanding, and
entitled to vote on this Second Restated Articles of Incorporation, is One
Million Five Hundred Seventy Eight Thousand Seven Hundred Thirty Seven
(1,578,737), and that the text of this Second Restated Articles of
Incorporation, as set forth below, has been approved by a vote of stockholders
holding Nine Hundred Thirty Two Thousand Seventy Six (932,076) shares of the
Corporation's common stock, which is the single class of voting stock issued and
outstanding, representing a majority of such class of stock outstanding and
entitled to vote there on Fifty Nine Percent (59%).

                                  Page 1 of 7
<PAGE>
     That the Articles of Incorporation is hereby restated to read in its
entirety as follows:

     FIRST: The name of the corporation is GLOBAL AXCESS CORP. ( the
"Corporation").

     SECOND: The address of the Corporation's registered office in the state of
Nevada is: 1000 North Green Valley Parkway, Henderson, Nevada 89104. The name of
the Corporation's registered agent at such address is: Steven Mortensen.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Nevada (the "Law").

     FOURTH: The aggregate number of shares of all classes of stock, which the
Corporation shall have authority to issue is One Hundred Million (100,000,000)
of which Seventy Five Million (75,000,000) shares will be designated $.001 par
value common stock ("Common Stock"), and Twenty Five Million (25,000,000) shares
shall be designated $.001 par value preferred stock ("Preferred Stock"). Without
further authorization from the shareholders, the Board of Directors shall have
the authority to divide the Common Stock into separate classes or series with
such designations, preferences or other special rights, or qualifications,
limitations or restrictions thereof prior to issuance of any or all of the
shares of such Common Stock, and to forward or reverse split or divide into
separate such issues shares of Common Stock without affecting the total number
of shares of Common Stock authorized hereby, and, further, to divide and issue
from time to time any or all of the Twenty Five Million (25,000,000) shares of
such Preferred Stock into one or more series with such designations, preferences
or other special rights, or qualification, limitations or restrictions thereof,
as may be designated by the Board of Directors, prior to the issuance of such
series, and the Board of Directors is hereby expressly authorized to fix by
resolution or resolutions only and without further action or approval of the
corporation's shareholders, prior to such issuance, such designations,
preferences and relative, participating, optional or other special rights, or
qualifications, limitations or restrictions, including, without limitation the
date and times at which, and the rate, if any, or rates at which dividends on
such series of Common Stock or Preferred Stock shall be paid; the rights, if
any, of the holders of such class or series of the Common Stock or Preferred
Stock to vote and the manner of voting, except as otherwise provided by the law,
the rights, if any, of the holders of shares of such class or series of Common
Stock or Preferred Stock to convert the same into, or exchange the same for,
other classes of stock of the Corporation, and the terms and conditions for such
conversion or exchange; the redemption price or prices and the time at which,
and the terms and conditions of which, the shares of such class or series of
Common Stock or Preferred Stock may be redeemed; the rights of the holders of
shares of such class or series of Common Stock or Preferred Stock upon the
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Corporation, and the terms of the sinking fund
or redemption or purchase account, if any, to be provided for such class or

                                   Pae 2 of 7
<PAGE>
series of Common Stock or Preferred Stock. Any and all shares of the
corporations preferred stock authorized or issued and outstanding are hereby
canceled and any class of preferred stock created prior to the date hereof is
hereby abolished and such shares are hereby considered undesignated and part of
the preferred stock hereby created and authorized. The designations,
preferences, and relative, participating, optional or other special rights, the
qualifications, limitations or restrictions thereof, of each additional series,
if any, may differ from those of any and all other series already outstanding.
Further, the Board of Directors shall have the power to fix the number of shares
constituting any classes or series and thereafter to increase or decrease the
number of shares of any such class or series subsequent to the issue of shares
of that class or series but not above the number of shares of that class or
series then authorized. As of the date hereof, there are no shares of Preferred
Stock issued or outstanding.

     FIFTH: The limitations and relative rights of the Common Stock are as
follows:

     5.1 VOTING RIGHTS. Except as otherwise required by law or expressly
provided herein, each share of Common Stock shall entitle the holder thereof to
one vote on each matter submitted to a vote of the stockholders of the
Corporation. No cumulative voting is permitted in the election of directors.

     5.2 DIVIDEND RIGHTS. Subject to provisions of law and of this Articles of
Incorporation, the holders of Common Stock shall be entitled to receive
dividends at such times and in such amounts as may be determined by the Board of
Directors of the Corporation.

     5.3 NONASSESSABLITY. Except as otherwise required by law, the Common Stock
issued hereunder shall not be subject to any assessments whatsoever.

     5.4 PREEMPTIVE RIGHTS. Except as otherwise required by law, the Common
Stock issued hereunder shall not be entitled to Preemptive Rights.

     5.5 LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary (sometimes
referred to herein as liquidation), after payment or provision for payment to
the debts and other liabilities of the Corporation and the preferential amounts
(if any) to which holders of any outstanding Preferred Stock now or hereafter
authorized shall be entitled upon liquidation, the holders of Common Stock shall
be entitled to share ratably on a per share basis, together and on an equal
basis with the holders of Preferred Stock, in the remaining assets of the
Corporation.

     SIXTH: The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of Article FOURTH, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and qualifications, limitations or restrictions thereof.

     6.1 SPECIFIC AUTHORITY. The authority of the Board with respect to each
series shall include, but not be limited to, determination of the following:

          (1) The number of shares constituting that series and the distinctive
     designation of that series;

                                  Page 3 of 7
<PAGE>
          (2) The dividend or interest rate to be paid on the shares of that
     series, whether dividends shall be cumulative, and, if so, from which date
     or dates, the relative rights of priority, if any, of the payment of
     dividends on shares of that series, and whether dividend/interest payments
     may be paid with Common Stock as well as cash.

          (3) Whether that series shall have voting rights, in addition to the
     voting rights provided by law, and, if so, the terms of such voting rights;

          (4) Whether that series shall have conversion privileges, and, if so,
     the terms and conditions of such conversion, including provision for
     adjustment of the conversion rate in such amounts as the Board of Directors
     shall determine;

          (5) Whether or not the shares of that series shall be redeemable, and
     if so, the terms and conditions of such redemption, including the date or
     date upon or after which they shall be redeemable, and the amount per share
     payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

          (6) The rights of the shares of that series in the event of voluntary
     or involuntary liquidation, dissolution or winding up of the Corporation,
     and the relative rights of priority, if any, of payment to shares of that
     series;

          (7) Any other relative rights, preferences and/or limitations of that
     series.


     6.2 DIVIDEND RIGHTS. Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment before any dividends shall
be paid or declared and set apart for payment on the shares of Common Stock with
respect to the same dividend period.


     6.3 LIQUIDATION RIGHTS. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

     SEVENTH: In furtherance and not in limitation of the powers conferred by
statute and unless otherwise provided herein, the Board of Directors is, by
action of the Board of Directors, expressly authorized to make, alter or repeal
the by-laws of the Corporation. The number of directors may from time to time be
increased or decreased as specified in the by-laws of the Corporation, provided,
however, that the number of directors shall not be less than one.

                                  Page 4 of 7
<PAGE>
     EIGHTH: Meetings of the stockholders may be held within or outside of the
State of Nevada, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Nevada at such place or places as
may be designated from time to time by the Board of Directors of the Corporation
or in the by-laws of the Corporation. Election of the directors need not be by
written ballot unless the by-laws of the Corporation so provide.

     NINTH: To the fullest extent permitted by Nevada Revised Statute 78.037 as
the same exists or may hereafter be amended, no officer or director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of his fiduciary duty as a director; provided,
however, that this provision shall not eliminate or limit the liability of a
director (1) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (2) for any acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) under the
General Corporation Law of the State of Nevada, or (4) for any transaction from
which the director derived an improper personal benefit.

     TENTH: The Corporation shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the
Corporation), by reason of his acting as a director or officer of the
Corporation (and the Corporation, in the discretion of the Board of Directors,
may so indemnify a person by reason of the fact that he is or was an employee of
the Corporation or is or was serving at the request of the Corporation in any
other capacity for or on behalf of the Corporation) against any liability or
expense actually and reasonably incurred by such person in respect thereof. Such
indemnification is not exclusive of any other right to indemnification provided
by law or otherwise. Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit, or proceeding upon
receipt of an undertaking by or on behalf of such officer or director to repay
such amount if it shall ultimately be determined that such officer or director
is not entitled to be indemnified. The right to indemnification and advancement
of expenses on the condition specified herein conferred by this Article shall be
deemed to be a contract between the Corporation and each person referred to
herein.

     ELEVENTH: No amendment to or repeal of Article NINTH OR TENTH of this
Articles of Incorporation shall apply to or have any effect on the rights of any
individual referred to in Article NINTH OR TENTH for or with respect to acts or
omissions of such individual occurring prior to such amendment or repeal.

     TWELFTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                                  Page 5 of 7
<PAGE>
     12.1 The Board of Directors shall have power without the assent or vote of
the stockholders:

          (1) To make, alter, amend, change, add to or repeal the by-laws of the
     Corporation; to fix and vary the amount of capital or shares of the
     Corporation's capital stock to be reserved or issued for any proper
     purpose; to authorize and cause to be executed mortgages and liens upon all
     or any part of the property of the Corporation; to determine the use and
     disposition of any surplus or net profits; and to fix the times for the
     declaration and payment of dividends.

          (b) To determine from time to time whether, and to what times and
     places, and under what conditions the accounts and books of the Corporation
     (other than the stock ledger) or any of them, shall be open to the
     inspection of the stockholders.

     12.2 The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the Corporation and upon all the
stockholders as though it has been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.


     12.3 In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Nevada, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.

     12.4 The holders of one-third of the voting power of the shares entitled to
vote at a meeting, represented either in person or by proxy, shall constitute a
quorum for the transaction of business at any regular or special meeting of
shareholders.

     12.5 Cumulative voting by the shareholders of this Corporation shall not be
permitted in any election of directors.

     THIRTEENTH: The Articles of Incorporation of the Corporation, as herein
amended, shall constitute a restatement of and shall supersede the Articles of
Incorporation of the Corporation, as previously amended and restated.

                                  Page 6 of 7
<PAGE>
     IN WITNESS WHEREOF, the Corporation has caused this Second Restated
Articles of Incorporation to be signed by its authorized President and Secretary
effective the 9th day of May, 2001.

                                       Net Holdings.com Inc.


                                   /s/ Steven B. Mortensen
                                   By: Steven B. Mortensen, President & Director

ATTEST:


/s/ Jon L. Lawver
____________________________
Jon L. Lawver, Secretary


                                  Page 7 of 7