CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                               GLOBAL AXCESS, INC.

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM GLOBAL AXCESS, INC. HAS AN
OBLIGATION

The officers, directors and employees of Global Axcess, Inc. (the
"Company") are committed to honesty, just management, fairness, providing a safe
and healthy environment free from the fear of retribution, and respecting the
dignity due everyone. For the communities in which we live and work we are
committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

For our suppliers and partners we are committed to fair competition and the
sense of responsibility required of a good customer and teammate.

2. PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity and will not tolerate
harassment or discrimination of any kind -- especially involving race, color,
religion, gender, age, national origin, disability, and veteran or marital
status.

Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for the Company must contribute to
the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors must be careful in words and conduct to avoid
placing, or seeming to place, pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work
environment, and to observing environmentally sound business practices. We will
strive, at a minimum, to do no harm and where possible, to make the communities
in which we work a better place to live. Each of us is responsible for
compliance with environmental, health and safety laws and regulations.

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4. KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions
between the Company and outside individuals and organizations must be promptly
and accurately entered in our books in accordance with generally accepted
accounting practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It will not be tolerated and will
result in disciplinary action.

5. OBEY THE LAW

We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire ethical
responsibility. Rather, it is a minimum, absolutely essential condition for
performance of our duties. In conducting business, we shall:

         A.       STRICTLY ADHERE TO ALL ANTITRUST LAWS

               Officer, directors and employees must strictly adhere to all
          antitrust laws. Such laws exist in the United States and in many other
          countries where the Company may conduct business. These laws prohibit
          practices in restraint of trade such as price fixing and boycotting
          suppliers or customers. They also bar pricing intended to run a
          competitor out of business; disparaging, misrepresenting, or harassing
          a competitor; stealing trade secrets; bribery; and kickbacks.

         B.       STRICTLY COMPLY WITH ALL SECURITIES LAWS

               In our role as a publicly owned company, we must always be alert
          to and comply with the security laws and regulations of the United
          States and other countries.

                  I.       DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

                         Federal law and Company policy prohibits officers,
                    directors and employees, directly or indirectly through
                    their families or others, from purchasing or selling company
                    stock while in the possession of material, non-public
                    information concerning the Company. This same prohibition
                    applies to trading in the stock of other publicly held
                    companies on the basis of material, non-public information.
                    To avoid even the appearance of impropriety, Company policy
                    also prohibits officers, directors and employees from
                    trading options on the open market in Company stock under
                    any circumstances.

                         Material, non-public information is any information
                    that could reasonably be expected to affect the price of a
                    stock. If an officer, director or employee is considering
                    buying or selling a stock because of inside information they
                    possess, they should assume that such information is

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                    material. It is also important for the officer, director or
                    employee to keep in mind that if any trade they make becomes
                    the subject of an investigation by the government, the trade
                    will be viewed after-the-fact with the benefit of hindsight.
                    Consequently, officers, directors and employees should
                    always carefully consider how their trades would look from
                    this perspective.

                         Two simple rules can help protect you in this area: (1)
                    Do not use non-public information for personal gain. (2) Do
                    not pass along such information to someone else who has no
                    need to know.

                         This guidance also applies to the securities of other
                    companies for which you receive information in the course of
                    your employment at The Company .

                  II.      BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

                         As a public company, the Company must be fair and
                    accurate in all reports filed with the United States
                    Securities and Exchange Commission. Officers, directors and
                    management of The Company are responsible for ensuring that
                    all reports are filed in a timely manner and that they
                    fairly present the financial condition and operating results
                    of the Company.

                         Securities laws are vigorously enforced. Violations may
                    result in severe penalties including forced sales of parts
                    of the business and significant fines against the Company.
                    There may also be sanctions against individual employees
                    including substantial fines and prison sentences.

                         The principal executive officer and principal financial
                    Officer will certify to the accuracy of reports filed with
                    the SEC in accordance with the Sarbanes-Oxley Act of 2002.
                    Officers and Directors who knowingly or willingly make false
                    certifications may be subject to criminal penalties or
                    sanctions including fines and imprisonment.

6. AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company. They should avoid any
action that may involve, or may appear to involve, a conflict of interest with
the Company. Officers, directors and employees should not have any financial or
other business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.


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HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

o        Employment by a competitor,  or potential  competitor,  regardless of
         the nature of the employment,  while employed by the Company.
o        Acceptance of gifts, payment, or services from those seeking to do
         business with the Company.
o        Placement  of business  with a firm owned or  controlled  by an
         officer,  director or employee or his/her family.
o        Ownership of, or substantial interest in, a company that is a
         competitor, client or supplier.
o        Acting as a consultant to a the Company  customer, client or supplier.
o        Seeking the services or advice of an accountant or attorney who has
         provided services to the Company .

Officers, directors and employees are under a continuing obligation to
disclose any situation that presents the possibility of a conflict or disparity
of interest between the officer, director or employee and the Company.
Disclosure of any potential conflict is the key to remaining in full compliance
with this policy.

7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the
acquisition of goods and services. We will compete fairly and ethically for all
business opportunities. In circumstances where there is reason to believe that
the release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free
from even the perception that favorable treatment was sought, received, or given
in exchange for the furnishing or receipt of business courtesies. Officers,
directors and employees of the Company will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company's reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of
those who represent the Company. Agents, representatives and consultants must
certify their willingness to comply with the Company's policies and procedures
and must never be retained to circumvent our values and principles. Paying
bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary
data of a third party without authority, or gaining inside information or
influence are just a few examples of what could give us an unfair competitive
advantage and could result in violations of law.


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10. PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without
proper authorization. Keep proprietary documents protected and secure. In the
course of normal business activities, suppliers, customers and competitors may
sometimes divulge to you information that is proprietary to their business.
Respect these confidences.

11. OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with
corporate policy. Proper use of Company property, information resources,
material, facilities and equipment is your responsibility. Use and maintain
these assets with the utmost care and respect, guarding against waste and abuse,
and never borrow or remove Company property without management's permission.

12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES

The Company encourages its employees to become involved in civic affairs
and to participate in the political process. Employees must understand, however,
that their involvement and participation must be on an individual basis, on
their own time and at their own expense. In the United States, federal law
prohibits corporations from donating corporate funds, goods, or services,
directly or indirectly, to candidates for federal offices -- this includes
employees' work time. Local and state laws also govern political contributions
and activities as they apply to their respective jurisdictions.

13. BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this
Code of Ethics. The Audit Committee will report to the Board of Directors at
least once each year regarding the general effectiveness of the Company's Code
of Ethics, the Company's controls and reporting procedures and the Company's
business conduct.

14. DISCIPLINARY MEASURES.

The Company shall consistently enforce its Code of Ethics and Business
Conduct through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or agent of the Company who has so violated the Code.

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The disciplinary measures, which may be invoked at the discretion of the
Audit Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation, (ii) persons who if requested to divulge
information withhold material information regarding a violation, and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.



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