EXHIBIT
B

    


    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

    


    COMMON
STOCK PURCHASE WARRANT

    


    To
Purchase 910,000 Shares of Common Stock of

    


    Global
Axcess Corp.

    


    THIS COMMON STOCK PURCHASE WARRANT (the
"Warrant") certifies that, for value received, CAMOFI Master LDC (the "Holder"),
is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the
"Initial Exercise Date") and on or prior to the close of business on October 27,
2010, the five year anniversary of the Initial Exercise Date (the "Termination
Date") but not thereafter, to subscribe for and purchase from Global Axcess
Corp., a Nevada corporation (the "Company"), 910,000 shares (the "Warrant
Shares") of Common Stock, $0.001 par value, of the Company (the "Common Stock").
The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).

    


    
      	
              Section

            	
              1.

            	
              Definitions.
      Capitalized terms used and not otherwise defined herein shall have the
      meanings set forth in that certain Securities Purchase Agreement (the
      "Purchase Agreement"), dated October 27, 2005, between the Company and the
      purchaser signatory thereto.

            


    

    


    
      	
              Section

            	
              2.

            	
              Exercise.

            


    

    


    
      	
               
      

            	
              a)

            	
              Exercise
      of Warrant. Exercise of the purchase rights represented by this Warrant
      may be made at any time or times on or after the Initial Exercise Date and
      on or before the Termination Date by delivery to the Company of a duly
      executed facsimile copy of the Notice of Exercise Form annexed hereto (or
      such other office or agency of the Company as it may designate by notice
      in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company); provided, however, within 5
      Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received payment of the aggregate Exercise Price of
      the shares thereby purchased by wire transfer or cashier's check drawn on
      a United States bank.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b)

            	
              Exercise
      Price. The exercise price of the Common Stock under this Warrant shall be
      $1.75, subject to adjustment hereunder (the "Exercise
    Price").

            


    

    


    
      	
               
      

            	
              c)

            	
              Cashless
      Exercise. In the event that there is no effective registration statement
      covering the resale of the shares underlying this Warrant, this Warrant
      may also be exercised by means of a "cashless exercise" in which the
      Holder shall be entitled to receive a certificate for the number of
      Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
      (A), where:

            


    

    


    
      	
               
      

            	
              (A)
      =

            	
              the
      VWAP on the Trading Day immediately preceding the date of such
      election;

            


    

    


    
      	
               
      

            	
              (B)
      =

            	
              the
      Exercise Price of this Warrant, as adjusted;
and

            


    

    


    
      	
               
      

            	
              (X)
      =

            	
              the
      number of Warrant Shares issuable upon exercise of this Warrant in
      accordance with the terms of this Warrant by means of a cash exercise
      rather than a cashless exercise.

            


    

    


    
      	
               
      

            	
              d)

            	
              Exercise
      Limitations; Holder's Restrictions. The Holder shall not have the right to
      exercise any portion of this Warrant, pursuant to Section 2(c) or
      otherwise, to the extent that after giving effect to such issuance after
      exercise, the Holder (together with the Holder's affiliates), as set forth
      on the applicable Notice of Exercise, would beneficially own in excess of
      4.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to such issuance. For purposes of the foregoing
      sentence, the number of shares of Common Stock beneficially owned by the
      Holder and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude the number
      of shares of Common Stock which would be issuable upon (A) exercise of the
      remaining, nonexercised portion of this Warrant beneficially owned by the
      Holder or any of its affiliates and (B) exercise or conversion of the
      unexercised or nonconverted portion of any other securities of the Company
      (including, without limitation, any other Notes or Warrants) subject to a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by the Holder or any of its affiliates. Except
      as set forth in the preceding sentence, for purposes of this Section 2(d),
      beneficial ownership shall be calculated in accordance with Section 13(d)
      of the Exchange Act, it being acknowledged by Holder that the Company is
      not representing to Holder that such calculation is in compliance with
      Section 13(d) of the Exchange Act and Holder is solely responsible for any
      schedules required to be filed in accordance therewith. To the extent that
      the limitation contained in this Section 2(d) applies, the determination
      of whether this Warrant is exercisable (in relation to other securities
      owned by the Holder) and of which a portion of this Warrant is exercisable
      shall be in the sole discretion of such Holder, and the submission of a
      Notice of Exercise shall be deemed to be such Holder's determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by such Holder) and of which portion of this Warrant is exercisable, in
      each case subject to such aggregate percentage limitation, and the Company
      shall have no obligation to verify or confirm the accuracy of such
      determination. For purposes of this Section 2(d), in determining the
      number of outstanding shares of Common Stock, the Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (x) the
      Company's most recent Form 10-QSB or Form 10-KSB (or similar form), as the
      case may be, (y) a more recent public announcement by the Company or (z)
      any other notice by the Company or the Company's Transfer Agent setting
      forth the number of shares of Common Stock outstanding. Upon the written
      or oral request of the Holder, the Company shall within two Trading Days
      confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding. In any case, the number of outstanding shares of
      Common Stock shall be determined after giving effect to the conversion or
      exercise of securities of the Company, including this Warrant, by the
      Holder or its affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported. The provisions of this
      Section 2(d) may be waived by the Holder upon, at the election of the
      Holder, not less than 61 days' prior notice to the Company, and the
      provisions of this Section 2(d) shall continue to apply until such 61st
      day (or such later date, as determined by the Holder, as may be specified
      in such notice of waiver).

            


    


    
      
         


      

      
        2 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              e)

            	
              Mechanics
      of Exercise.

            


    

    


    
      	
               
      

            	
              i)

            	
              Authorization
      of Warrant Shares. The Company covenants that all Warrant Shares which may
      be issued upon the exercise of the purchase rights represented by this
      Warrant will, upon exercise of the purchase rights represented by this
      Warrant, be duly authorized, validly issued, fully paid and nonassessable
      and free from all taxes, liens and charges in respect of the issue thereof
      (other than taxes in respect of any transfer occurring contemporaneously
      with such issue). The Company covenants that during the period the Warrant
      is outstanding, it will reserve from its authorized and unissued Common
      Stock a sufficient number of shares to provide for the issuance of the
      Warrant Shares upon the exercise of any purchase rights under this
      Warrant. The Company further covenants that its issuance of this Warrant
      shall constitute full authority to its officers who are charged with the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant. The Company will take all such reasonable
      action as may be necessary to assure that such Warrant Shares may be
      issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed.

            


    

    


    
      	
               
      

            	
              ii)

            	
              Delivery
      of Certificates Upon Exercise. Certificates for shares purchased hereunder
      shall be transmitted by the transfer agent of the Company to the Holder by
      crediting the account of the Holder's prime broker with the Depository
      Trust Company through its Deposit Withdrawal Agent Commission ("DWAC")
      system if the Company is a participant in such system, and otherwise by
      physical delivery to the address specified by the Holder in the Notice of
      Exercise within 3 Trading Days from the delivery to the Company of the
      Notice of Exercise Form, surrender of this Warrant and payment of the
      aggregate Exercise Price as set forth above ("Warrant Share Delivery
      Date"). This Warrant shall be deemed to have been exercised on the date
      the Exercise Price is received by the Company. The Warrant Shares shall be
      deemed to have been issued, and Holder or any other person so designated
      to be named therein shall be deemed to have become a holder of record of
      such shares for all purposes, as of the date the Warrant has been
      exercised by payment to the Company of the Exercise Price and all taxes
      required to be paid by the Holder, if any, pursuant to Section 2(e)(vii)
      prior to the issuance of such shares, have been
  paid.

            


    


    
      
         


      

      
        3 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              iii)

            	
              Delivery
      of New Warrants Upon Exercise. If this Warrant shall have been exercised
      in part, the Company shall, at the time of delivery of the certificate or
      certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares
      called for by this Warrant, which new Warrant shall in all other respects
      be identical with this Warrant.

            


    

    


    
      	
               
      

            	
              iv)

            	
              Rescission
      Rights. If the Company fails to cause its transfer agent to transmit to
      the Holder a certificate or certificates representing the Warrant Shares
      pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date, then
      the Holder will have the right to rescind such
  exercise.

            


    

    


    
      	
               
      

            	
              v)

            	
              Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In
      addition to any other rights available to the Holder, if the Company fails
      to cause its transfer agent to transmit to the Holder a certificate or
      certificates representing the Warrant Shares pursuant to an exercise on or
      before the Warrant Share Delivery Date, and if after such date the Holder
      is required by its broker to purchase (in an open market transaction or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by
      the Holder of the Warrant Shares which the Holder anticipated receiving
      upon such exercise (a "Buy-In"), ------- then the Company shall (1) pay in
      cash to the Holder the amount by which (x) the Holder's total purchase
      price (including brokerage commissions, if any) for the shares of Common
      Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
      number of Warrant Shares that the Company was required to deliver to the
      Holder in connection with the exercise at issue times (B) the price at
      which the sell order giving rise to such purchase obligation was executed,
      and (2) at the option of the Holder, either reinstate the portion of the
      Warrant and equivalent number of Warrant Shares for which such exercise
      was not honored or deliver to the Holder the number of shares of Common
      Stock that would have been issued had the Company timely complied with its
      exercise and delivery obligations hereunder. For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to an attempted exercise of shares of Common Stock
      with an aggregate sale price giving rise to such purchase obligation of
      $10,000, under clause (1) of the immediately preceding sentence the
      Company shall be required to pay the Holder $1,000. The Holder shall
      provide the Company written notice indicating the amounts payable to the
      Holder in respect of the Buy-In, together with applicable confirmations
      and other evidence reasonably requested by the Company. Nothing herein
      shall limit a Holder's right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the
      Company's failure to timely deliver certificates representing shares of
      Common Stock upon exercise of the Warrant as required pursuant to the
      terms hereof.

            


    


    
      
         


      

      
        4 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              vi)

            	
              No
      Fractional Shares or Scrip. No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this Warrant. As to
      any fraction of a share which Holder would otherwise be entitled to
      purchase upon such exercise, the Company shall pay a cash adjustment in
      respect of such final fraction in an amount equal to such fraction
      multiplied by the Exercise Price.

            


    

    


    
      	
               
      

            	
              vii)

            	
              Charges,
      Taxes and Expenses. Issuance of certificates for Warrant Shares shall be
      made without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of
      which taxes and expenses shall be paid by the Company, and such
      certificates shall be issued in the name of the Holder or in such name or
      names as may be directed by the Holder; provided, however, that in the
      event certificates for Warrant Shares are to be issued in a name other
      than the name of the Holder, this Warrant when surrendered for exercise
      shall be accompanied by the Assignment Form attached hereto duly executed
      by the Holder; and the Company may require, as a condition thereto, the
      payment of a sum sufficient to reimburse it for any transfer tax
      incidental thereto.

            


    

    


    
      	
               
      

            	
              viii)

            	
              Closing
      of Books. The Company will not close its stockholder books or records in
      any manner which prevents the timely exercise of this Warrant, pursuant to
      the terms hereof.

            


    

    


    
      	
              Section
      3.

            	
              Certain
      Adjustments.

            


    

    


    
      	
               
      

            	
              a)

            	
              Stock
      Dividends and Splits. If the Company, at any time while this Warrant is
      outstanding: (A) pays a stock dividend or otherwise make a distribution or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the Company pursuant to this Warrant), (B) subdivides outstanding shares
      of Common Stock into a larger number of shares, (C) combines (including by
      way of reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares, or (D) issues by reclassification of shares of
      the Common Stock any shares of capital stock of the Company, then in each
      case the Exercise Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding
      treasury shares, if any) outstanding before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      after such event and the number of shares issuable upon exercise of this
      Warrant shall be proportionately adjusted. Any adjustment made pursuant to
      this Section 3(a) shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or
      re-classification.

            


    


    
      
         


      

      
        5 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b)

            	
              Subsequent
      Equity Sales. If the Company or any Subsidiary thereof, as applicable, at
      any time while this Warrant is outstanding, shall offer, sell, grant any
      option to purchase or offer, sell or grant any right to reprice its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant or any option to purchase or other disposition) any Common Stock or
      Common Stock Equivalents entitling any Person to acquire shares of Common
      Stock, at an effective price per share less than the then Exercise Price
      (such lower price, the "Base Share Price" and such issuances collectively,
      a "Dilutive Issuance"), as adjusted hereunder (if the holder of the Common
      Stock or Common Stock Equivalents so issued shall at any time, whether by
      operation of purchase price adjustments, reset provisions, floating
      conversion, exercise or exchange prices or otherwise, or due to warrants,
      options or rights per share which is issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective
      price per share which is less than the Exercise Price, such issuance shall
      be deemed to have occurred for less than the Exercise Price), then, the
      Exercise Price shall be reduced to equal the Base Share Price and the
      number of Warrant Shares issuable hereunder shall be increased such that
      the aggregate Exercise Price payable hereunder, after taking into account
      the decrease in the Exercise Price, shall be equal to the aggregate
      Exercise Price prior to such adjustment. Such adjustment shall be made
      whenever such Common Stock or Common Stock Equivalents are issued. Such
      adjustment shall be made whenever such Common Stock or Common Stock
      Equivalents are issued. The Company shall notify the Holder in writing, no
      later than the Trading Day following the issuance of any Common Stock or
      Common Stock Equivalents subject to this section, indicating therein the
      applicable issuance price, or of applicable reset price, exchange price,
      conversion price and other pricing terms (such notice the "Dilutive
      Issuance Notice"). For purposes of clarification, whether or not the
      Company provides a Dilutive Issuance Notice pursuant to this Section 3(b),
      upon the occurrence of any Dilutive Issuance, after the date of such
      Dilutive Issuance the Holder is entitled to receive a number of Warrant
      Shares based upon the Base Share Price regardless of whether the Holder
      accurately refers to the Base Share Price in the Notice of
      Exercise.

            


    

    


    
      	
               
      

            	
              c)

            	
              Pro
      Rata Distributions. If the Company, at any time prior to the Termination
      Date, shall distribute to all holders of Common Stock (and not to Holders
      of the Warrants) evidences of its indebtedness or assets or rights or
      warrants to subscribe for or purchase any security other than the Common
      Stock (which shall be subject to Section 3(b)), then in each such case the
      Exercise Price shall be adjusted by multiplying the Exercise Price in
      effect immediately prior to the record date fixed for determination of
      stockholders entitled to receive such distribution by a fraction of which
      the denominator shall be the VWAP determined as of the record date
      mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then per share fair market value at such record date
      of the portion of such assets or evidence of indebtedness so distributed
      applicable to one outstanding share of the Common Stock as determined by
      the Board of Directors in good faith. In either case the adjustments shall
      be described in a statement provided to the Holders of the portion of
      assets or evidences of indebtedness so distributed or such subscription
      rights applicable to one share of Common Stock. Such adjustment shall be
      made whenever any such distribution is made and shall become effective
      immediately after the record date mentioned
  above.

            


    


    
      
         


      

      
        6 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              d)

            	
              Calculations.
      All calculations under this Section 3 shall be made to the nearest cent or
      the nearest 1/100th of a share, as the case may be. The number of shares
      of Common Stock outstanding at any given time shall not includes shares of
      Common Stock owned or held by or for the account of the Company, and the
      description of any such shares of Common Stock shall be considered on
      issue or sale of Common Stock. For purposes of this Section 3, the number
      of shares of Common Stock deemed to be issued and outstanding as of a
      given date shall be the sum of the number of shares of Common Stock
      (excluding treasury shares, if any) issued and
  outstanding.

            


    

    


    
      	
               
      

            	
              e)

            	
              Notice
      to Holders.

            


    

    


    
      	
               
      

            	
              i.

            	
              Adjustment
      to Exercise Price. Whenever the Exercise Price is adjusted pursuant to
      this Section 3, the Company shall promptly mail to each Holder a notice
      setting forth the Exercise Price after such adjustment and setting forth a
      brief statement of the facts requiring such adjustment. If the Company
      issues a variable rate security, despite the prohibition thereon in the
      Purchase Agreement, the Company shall be deemed to have issued Common
      Stock or Common Stock Equivalents at the lowest possible conversion or
      exercise price at which such securities may be converted or exercised in
      the case of a Variable Rate Transaction (as defined in the Purchase
      Agreement), or the lowest possible adjustment price in the case of an MFN
      Transaction (as defined in the Purchase
  Agreement.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Notice
      to Allow Exercise by Holder. If (A) the Company shall declare a dividend
      (or any other distribution) on the Common Stock; (B) the Company shall
      declare a special nonrecurring cash dividend on or a redemption of the
      Common Stock; (C) the Company shall authorize the granting to all holders
      of the Common Stock rights or warrants to subscribe for or purchase any
      shares of capital stock of any class or of any rights; (D) the approval of
      any stockholders of the Company shall be required in connection with any
      reclassification of the Common Stock, any consolidation or merger to which
      the Company is a party, any sale or transfer of all or substantially all
      of the assets of the Company, of any compulsory share exchange whereby the
      Common Stock is converted into other securities, cash or property; (E) the
      Company shall authorize the voluntary or involuntary dissolution,
      liquidation or winding up of the affairs of the Company; then, in each
      case, the Company shall cause to be mailed to the Holder at its last
      addresses as it shall appear upon the Warrant Register of the Company, at
      least 20 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record is
      to be taken for the purpose of such dividend, distribution, redemption,
      rights or warrants, or if a record is not to be taken, the date as of
      which the holders of the Common Stock of record to be entitled to such
      dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective
      or close, and the date as of which it is expected that holders of the
      Common Stock of record shall be entitled to exchange their shares of the
      Common Stock for securities, cash or other property deliverable upon such
      reclassification, consolidation, merger, sale, transfer or share exchange;
      provided, that the failure to mail such notice or any defect therein or in
      the mailing thereof shall not affect the validity of the corporate action
      required to be specified in such notice. The Holder is entitled to
      exercise this Warrant during the 20-day period commencing the date of such
      notice to the effective date of the event triggering such
      notice.

            


    


    
      
         


      

      
        7 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              f)

            	
              Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A) the
      Company effects any merger or consolidation of the Company with or into
      another Person, (B) the Company effects any sale of all or substantially
      all of its assets in one or a series of related transactions, (C) any
      tender offer or exchange offer (whether by the Company or another Person)
      is completed pursuant to which holders of Common Stock are permitted to
      tender or exchange their shares for other securities, cash or property, or
      (D) the Company effects any reclassification of the Common Stock or any
      compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or
      property (in any such case, a "Fundamental Transaction"), then, upon any
      subsequent conversion of this Warrant, the Holder shall have the right to
      receive, for each Warrant Share that would have been issuable upon such
      exercise absent such Fundamental Transaction, at the option of the Holder,
      (a) upon exercise of this Warrant, the number of shares of Common Stock of
      the successor or acquiring corporation or of the Company, if it is the
      surviving corporation, and Alternate Consideration receivable upon or as a
      result of such reorganization, reclassification, merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock
      for which this Warrant is exercisable immediately prior to such event or
      (b) cash equal to the value of this Warrant as determined in accordance
      with the Black-Scholes option pricing formula (the "Alternate
      Consideration"). For purposes of any such exercise, the determination of
      the Exercise Price shall be appropriately adjusted to apply to such
      Alternate Consideration based on the amount of Alternate Consideration
      issuable in respect of one share of Common Stock in such Fundamental
      Transaction, and the Company shall apportion the Exercise Price among the
      Alternate Consideration in a reasonable manner reflecting the relative
      value of any different components of the Alternate Consideration. If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder
      shall be given the same choice as to the Alternate Consideration it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing
      provisions, any successor to the Company or surviving entity in such
      Fundamental Transaction shall issue to the Holder a new warrant consistent
      with the foregoing provisions and evidencing the Holder's right to
      exercise such warrant into Alternate Consideration. The terms of any
      agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply
      with the provisions of this paragraph (f) and insuring that this Warrant
      (or any such replacement security) will be similarly adjusted upon any
      subsequent transaction analogous to a Fundamental
    Transaction.

            


    

    


    
      	
               
      

            	
              g)

            	
              Exempt
      Issuance. Notwithstanding the foregoing, no adjustments, Alternate
      Consideration nor notices shall be made, paid or issued under this Section
      3 in respect of an Exempt
Issuance.

            


    


    
      
         


      

      
        8 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              h)

            	
              Voluntary
      Adjustment By Company. The Company may at any time during the term of this
      Warrant reduce the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the
      Company.

            


    

    


    
      	
              Section
      4.

            	
              Transfer
      of Warrant.

            


    

    


    
      	
               
      

            	
              a)

            	
              Transferability.
      Subject to compliance with any applicable securities laws and the
      conditions set forth in Sections 5(a) and 4(d) hereof and to the
      provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
      rights hereunder are transferable, in whole or in part, upon surrender of
      this Warrant at the principal office of the Company, together with a
      written assignment of this Warrant substantially in the form attached
      hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company
      shall execute and deliver a new Warrant or Warrants in the name of the
      assignee or assignees and in the denomination or denominations specified
      in such instrument of assignment, and shall issue to the assignor a new
      Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
      be exercised by a new holder for the purchase of Warrant Shares without
      having a new Warrant issued.

            


    

    


    
      	
               
      

            	
              b)

            	
              New
      Warrants. This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with
      a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or attorney.
      Subject to compliance with Section 4(a), as to any transfer which may be
      involved in such division or combination, the Company shall execute and
      deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such
  notice.

            


    

    


    
      	
               
      

            	
              c)

            	
              Warrant
      Register. The Company shall register this Warrant, upon records to be
      maintained by the Company for that purpose (the "Warrant Register"), in
      the name of the record Holder hereof from time to time. The Company may
      deem and treat the registered Holder of this Warrant as the absolute owner
      hereof for the purpose of any exercise hereof or any distribution to the
      Holder, and for all other purposes, absent actual notice to the
      contrary.

            


    

    


    
      	
               
      

            	
              d)

            	
              Transfer
      Restrictions. If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall not be registered pursuant to an effective registration statement
      under the Securities Act and under applicable state securities or blue sky
      laws, the Company may require, as a condition of allowing such transfer
      (i) that the Holder or transferee of this Warrant, as the case may be,
      furnish to the Company a written opinion of counsel (which opinion shall
      be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance
      acceptable to the Company and (iii) that the transferee be an "accredited
      investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities
  Act.

            


    


    
      
         


      

      
        9 of
15

        
          

        

      

      
         


      

    

    


    
      	
              Section
      5.

            	
              Miscellaneous.

            


    

    


    
      	
               
      

            	
              a)

            	
              Title
      to Warrant. Prior to the Termination Date and subject to compliance with
      applicable laws and Section 4 of this Warrant, this Warrant and all rights
      hereunder are transferable, in whole or in part, at the office or agency
      of the Company by the Holder in person or by duly authorized attorney,
      upon surrender of this Warrant together with the Assignment Form annexed
      hereto properly endorsed. The transferee shall sign an investment letter
      in form and substance reasonably satisfactory to the
    Company.

            


    

    


    
      	
               
      

            	
              b)

            	
              No
      Rights as Shareholder Until Exercise. This Warrant does not entitle the
      Holder to any voting rights or other rights as a shareholder of the
      Company prior to the exercise hereof. Upon the surrender of this Warrant
      and the payment of the aggregate Exercise Price (or by means of a cashless
      exercise), the Warrant Shares so purchased shall be and be deemed to be
      issued to such Holder as the record owner of such shares as of the close
      of business on the later of the date of such surrender or
      payment.

            


    

    


    
      	
               
      

            	
              c)

            	
              Loss,
      Theft, Destruction or Mutilation of Warrant. The Company covenants that
      upon receipt by the Company of evidence reasonably satisfactory to it of
      the loss, theft, destruction or mutilation of this Warrant or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new Warrant
      or stock certificate of like tenor and dated as of such cancellation, in
      lieu of such Warrant or stock
certificate.

            


    

    


    
      	
               
      

            	
              d)

            	
              Saturdays,
      Sundays, Holidays, etc. If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall be
      a Saturday, Sunday or a legal holiday, then such action may be taken or
      such right may be exercised on the next succeeding day not a Saturday,
      Sunday or legal holiday.

            


    

    


    
      	
               
      

            	
              e)

            	
              Authorized
      Shares. The Company covenants that during the period the Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this Warrant. The
      Company further covenants that its issuance of this Warrant shall
      constitute full authority to its officers who are charged with the duty of
      executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant. The Company will take all such reasonable
      action as may be necessary to assure that such Warrant Shares may be
      issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed.

            


    


    
      
         


      

      
        10 of
15

        
          

        

      

      
         


      

    

    


    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (b)
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant, and (c) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.

    


    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

    


    
      	
               
      

            	
              f)

            	
              Jurisdiction.
      All questions concerning the construction, validity, enforcement and
      interpretation of this Warrant shall be determined in accordance with the
      provisions of the Purchase
Agreement.

            


    

    


    
      	
               
      

            	
              g)

            	
              Restrictions.
      The Holder acknowledges that the Warrant Shares acquired upon the exercise
      of this Warrant, if not registered, will have restrictions upon resale
      imposed by state and federal securities
laws.

            


    

    


    
      	
               
      

            	
              h)

            	
              Nonwaiver
      and Expenses. No course of dealing or any delay or failure to exercise any
      right hereunder on the part of Holder shall operate as a waiver of such
      right or otherwise prejudice Holder's rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the
      Termination Date. If the Company willfully and knowingly fails to comply
      with any provision of this Warrant, which results in any material damages
      to the Holder, the Company shall pay to Holder such amounts as shall be
      sufficient to cover any costs and expenses including, but not limited to,
      reasonable attorneys' fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in
      otherwise enforcing any of its rights, powers or remedies
      hereunder.

            


    

    


    
      	
               
      

            	
              i)

            	
              Notices.
      Any notice, request or other document required or permitted to be given or
      delivered to the Holder by the Company shall be delivered in accordance
      with the notice provisions of the Purchase
  Agreement.

            


    

    


    
      	
               
      

            	
              j)

            	
              Limitation
      of Liability. No provision hereof, in the absence of any affirmative
      action by Holder to exercise this Warrant or purchase Warrant Shares, and
      no enumeration herein of the rights or privileges of Holder, shall give
      rise to any liability of Holder for the purchase price of any Common Stock
      or as a stockholder of the Company, whether such liability is asserted by
      the Company or by creditors of the
Company.

            


    


    
      
         


      

      
        11 of
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              k)

            	
              Remedies.
      Holder, in addition to being entitled to exercise all rights granted by
      law, including recovery of damages, will be entitled to specific
      performance of its rights under this Warrant. The Company agrees that
      monetary damages would not be adequate compensation for any loss incurred
      by reason of a breach by it of the provisions of this Warrant and hereby
      agrees to waive the defense in any action for specific performance that a
      remedy at law would be adequate.

            


    

    


    
      	
               
      

            	
              l)

            	
              Successors
      and Assigns. Subject to applicable securities laws, this Warrant and the
      rights and obligations evidenced hereby shall inure to the benefit of and
      be binding upon the successors of the Company and the successors and
      permitted assigns of Holder. The provisions of this Warrant are intended
      to be for the benefit of all Holders from time to time of this Warrant and
      shall be enforceable by any such Holder or holder of Warrant
      Shares.

            


    

    


    
      	
               
      

            	
              m)

            	
              Amendment.
      This Warrant may be modified or amended or the provisions hereof waived
      with the written consent of the Company and the
  Holder.

            


    

    


    
      	
               
      

            	
              n)

            	
              Severability.
      Wherever possible, each provision of this Warrant shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this
  Warrant.

            


    

    


    
      	
               
      

            	
              o)

            	
              Headings.
      The headings used in this Warrant are for the convenience of reference
      only and shall not, for any purpose, be deemed a part of this
      Warrant.

            


    

    


    ********************


    
      
         


      

      
        12 of
15

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed
by its officer thereunto duly authorized.

    


    Dated:  October
27, 2005

    


    
      
        	 
      	
                GLOBAL
      AXCESS CORP.

              
	 
      	 
      
	 
      	
                      
                  /s/
      Michael Dodak  

                

              
	 
      	
                Name:
      Michael Dodak

              
	 
      	
                Title:  
      Chief
      Executive Officer

              


      

    


    
      
         


      

      
        13 of
15

        
          

        

      

      
         


      

    

    


    NOTICE OF
EXERCISE

    


    TO:        GLOBAL AXCESS
CORP.

    


    (1)      The
undersigned hereby elects to purchase ________ Warrant Shares  of the
Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

    


    (2)      Payment
shall take the form of (check applicable box):

    


    
      	
               
      

            	
               ̈

            	
              in
      lawful money of the United States;
or

            


    

    


    
      	
               
      

            	
               ̈

            	
              the
      cancellation of such number of Warrant Shares as is necessary, in
      accordance with the formula set forth in subsection 2(c), to exercise this
      Warrant with respect to the maximum number of Warrant Shares purchasable
      pursuant to the cashless exercise procedure set forth in subsection
      2(c).

            


    

    


    (3)      Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

    


    
      
        	
                  


              


      

    

    


    The
Warrant Shares shall be delivered to the following:

    


    
      
        
          
            	
                       

                  
	 
      
	
                      

                  
	 
      
	
                      

                  


          

        

      

    

    


    (4)      Accredited
Investor. The undersigned is an "accredited investor" as defined in Regulation D
promulgated under the Securities Act of 1933, as amended.

    


    [SIGNATURE
OF HOLDER]

    


    
      
        
          	
                  Name of Investing Entity: 

                	
                    

                


        

      

    

    
      
        	
                Signature of Authorized Signatory of Investing Entity: 

              	
                  

              


      

    

    
      
        	
                Name of Authorized Signatory: 

              	
                  

              


      

    

    
      
        	
                Title of Authorized Signatory: 

              	
                  

              


      

    

    
      
        	
                Date: 

              	
                  

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to

    


    ______________________________________________________________
whose address is

    


    ____________________________________________________________________________________.

    


    ____________________________________________________________________________________

    


    
      
        	 
      	
                Dated:  ______________,
      _______

              


      

    

    


    
      
        
          	 
      	
                  Holder's
      Signature:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Holder's
      Address:

                	
                    

                
	 
      	 
      	 
      
	 
      	 
      	
                    

                


        

      

    

    


    
      
        	
                Signature Guaranteed: 

              	
                  

              


      

    

    


    NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.