GLOBAL AXCESS CORP.
                            (As Amended July 1, 2001)

                                     BY-LAWS

                                     * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1. The principal office shall be in the City of Incline Village,
Nevada.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Nevada as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                           MEETING OF THE STOCKHOLDERS

     Section 1. All annual meetings of the stockholders shall be held in Los
Angeles, California. Special meetings of the stockholders may be held at such
time and place within or without the State of Nevada as shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders, commencing with the year 1985,
shall be held on the first day of October, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 A.M. at which
they shall elect by a plurality vote a board of directors, and transact such
other business as may properly be brought before the meeting.

     Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 4. Notices of meetings shall be in writing and signed by the
president or a vice president, or the secretary, or an assistant secretary, or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
when, and the place, which may be within or without the state, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting. If
mailed it shall be directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall being to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery or mailing of the notice of and
prior to the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

<PAGE>
     Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
presented or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 7. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power, present in person
or represented by proxy, shall decide any question brought before such meeting,
unless the question is one which by express provision of the statutes or of the
articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 8. Every stockholder of record of the corporation shall be entitled
at each meeting of stockholders to one vote for each share of stock standing in
his name on the books of the corporation.

     Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide no such
proxy shall be valid after the expiration of six months from the date of it
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect unless an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.

     Section 10. Any action, except election of directors, which may be taken by
the vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

                                   ARTICLE III

                                    DIRECTORS
<PAGE>
     Section 1. The number of director which shall constitute the whole board
shall be three (3), all of whom shall be of full age and at least one of whom
shall be a citizen of the United States. The directors shall be elected at the
annual meeting of the stockholders, and except as provided in Section 2 of this
article, each director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders. [This Section 1. Amended July
1, 2001 as follows: "WHEREAS"...the Corporation has amended its Bylaws to
provide for a minimum of four (4) directors and a maximum of seven (7)
directors."] -

     Section 2. Vacancies, including those caused by an increased in the number
of directors, may be filed by a majority of the remaining directors though less
than a quorum. When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the board shall power to
fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors.

     Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by these by-laws directed or required to be exercised or done by the
stockholders.

     Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5. The first meeting of each newly elected board of directors shall
be held at such time and placed as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.

     Section 7. Special meetings of the board of directors may be called by the
president or secretary on the written request of two directors (unless there is
only one director and if so, upon his request). Written notice of special
meetings of the board of directors shall be given to each director at least one
(1) day before the date of the meeting.

     Section 8. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
<PAGE>
                             COMMITTEE OF DIRECTORS

     Section 9. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.

     Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the board when required.

                            COMPENSATION OF DIRECTORS

     Section 11. The directors may be paid by their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books on the corporation. Notice by mail shall be
deemed to be given at the time when the name shall be mailed. Notice to
directors may also be given by telegram.

     Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, at such meeting any business may
be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be proxy or
attorney, but all such proxies and powers of attorney must be in writing.

     Section 3. Whenever any notice whatsoever, is required to be given under
the provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS
<PAGE>
     Section 1. The offices of the corporation shall be chosen by the board of
directors and shall be president, a secretary, and a treasurer. Any person may
hold two or more offices.

     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a secretary and a treasurer,
none of whom need be a member of the board.

     Section 3. The board of directors may appoint vice presidents, and
assistant secretaries and assistant treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.

                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contractsrequiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE PRESIDENT

     Section 8. A vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors may from time to time
prescribe.

                                  THE SECRETARY

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
<PAGE>
                                  THE TREASURER

     Section 10. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and secure accounts of receipts and disbursements
in books belonging to the corporation and shall deposit all moneys and other
value effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

     Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Every stockholder shall be entitled to have a certificate,
signed by the president, or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.

     When the corporation is authorized to issue shares of more than one class
or more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge, a
full or summary statement of the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such certificate shall set forth in full or summarize the rights of the holders
of such stock.

     Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificates or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such corporation.
<PAGE>
                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificates of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against claim that
may be made against the corporation with respect to the certificate alleged to
have been lost or destroyed.

                                TRANSFER OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                            CLOSING OF TRANSFER BOOKS

     Section 5. The directors may prescribe a period not exceeding sixty days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than sixty
days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.

                             REGISTERED STOCKHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.
<PAGE>
     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for Dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing Dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify, or abolish such reserves in the
manner in which it was created.


                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designated.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."

                                   ARTICLE VII

                                   AMENDMENTS

     Section 1. These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if not ice of such alteration or
repeal be contained in the notice of such special meeting. CERTIFICATE OF
SECRETARY

I, the undersigned, do hereby certify:

     (1) That I am the duly elected and acting Secretary of Global Axcess Corp.,
a Nevada corporation; and

     (2) That the foregoing Bylaws, comprising twelve (12) pages, constitute the
Bylaws of such corporation as duly adopted by action of the Board of Directors
of the corporation duly taken on June 26, 1984 and as amended on July 1, 2001.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of such corporation this 1st day of March, 2003.

                             /s/ Steven Mortensen
                            ----------------------
                                 Steven Mortensen, Secretary