SECURITY AGREEMENT

            SECURITY AGREEMENT, dated as of October 27, 2005 (this "Agreement"),
among Global Axcess Corp., a Nevada corporation (the "Company") and all of the
Subsidiaries of the Company (such subsidiaries, the "Guarantors") (the Company
and Guarantors are collectively referred to as the "Debtors") and the holder or
holders of the Company's 9% Senior Subordinated Secured Convertible Notes due
October 27, 2010 in the original aggregate principal amount of $3,500,000 (the
"Notes"), signatory hereto, their endorsees, transferees and assigns
(collectively referred to as, the "Secured Parties").

                              W I T N E S S E T H:

            WHEREAS, pursuant to the Notes, the Secured Parties have severally
agreed to extend the loans to the Company evidenced by the Notes;

            WHEREAS, pursuant to a certain Subsidiary Guarantee dated as of the
date hereof (the "Guaranty"), the Guarantors have jointly and severally agreed
to guaranty and act as surety for payment of such loans; and

            WHEREAS, in order to induce the Secured Parties to extend the loans
evidenced by the Notes, each Debtor has agreed to execute and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, a perfected
security interest in certain property of such Debtor, subject only to that
certain security interest granted to Wachovia Bank ("Wachovia") pursuant to that
Loan Agreement dated September 24, 2004 as renewed on June 22, 2005 (the
"Wachovia Agreement"), to secure the prompt payment, performance and discharge
in full of all of the Company's obligations under the Notes and the other
Debtors' obligations under the Guaranty.

            NOW, THEREFORE, in consideration of the agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

            1.    Certain Definitions. As used in this Agreement, the following
terms shall have the meanings set forth in this Section 1. Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "account", "chattel paper", "commercial tort claim", "deposit account",
"document", "equipment", "fixtures", "general intangibles", "goods",
"instruments", "inventory", "investment property", "letter-of-credit rights",
"proceeds" and "supporting obligations") shall have the respective meanings
given such terms in Article 9 of the UCC.

                  (a)   "Collateral" means the collateral in which the Secured
         Parties are granted a security interest by this Agreement and which
         shall include the following personal property of the Debtors, whether
         presently owned or existing or hereafter acquired or coming into
         existence, wherever situated, and all additions and accessions thereto
         and all substitutions and replacements thereof, and all proceeds,
         products and accounts thereof, including, without limitation, all
         proceeds from the sale or transfer of the Collateral and of insurance
         covering the same and of any tort claims in connection therewith, and
         all dividends, interest, cash, notes, securities, equity interest or
         other property at any time and from time to time acquired, receivable
         or otherwise distributed in respect of, or in exchange for, any or all
         of the Pledged Securities (as defined below):
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                        (i)    All goods, including, without limitations, (A)
                  all machinery, equipment, computers, motor vehicles, trucks,
                  tanks, boats, ships, appliances, furniture, special and
                  general tools, fixtures, test and quality control devices and
                  other equipment of every kind and nature and wherever
                  situated, together with all documents of title and documents
                  representing the same, all additions and accessions thereto,
                  replacements therefor, all parts therefor, and all substitutes
                  for any of the foregoing and all other items used and useful
                  in connection with any Debtor's businesses and all
                  improvements thereto; and (B) all inventory;

                        (ii)   All contract rights and other general
                  intangibles, including, without limitation, all partnership
                  interests, membership interests, stock or other securities,
                  rights under any of the Organizational Documents, agreements
                  related to the Pledged Securities, licenses, distribution and
                  other agreements, computer software (whether "off-the-shelf",
                  licensed from any third party or developed by any Debtor),
                  computer software development rights, leases, franchises,
                  customer lists, quality control procedures, grants and rights,
                  goodwill, trademarks, service marks, trade styles, trade
                  names, patents, patent applications, copyrights, Intellectual
                  Property, and income tax refunds;

                        (iii)  All accounts, together with all instruments,
                  all documents of title representing any of the foregoing, all
                  rights in any merchandising, goods, equipment, motor vehicles
                  and trucks which any of the same may represent, and all right,
                  title, security and guaranties with respect to each account,
                  including any right of stoppage in transit;

                        (iv)   All documents, letter-of-credit rights,
                  instruments and chattel paper;

                        (v)    All commercial tort claims;

                        (vi)   All deposit accounts and all cash (whether or not
                  deposited in such deposit accounts);

                        (vii)  All investment property;

                        (viii) All supporting obligations; and

                        (ix)   All files, records, books of account, business
                  papers, and computer programs; and

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                        (x)    the products and proceeds of all of the foregoing
                  Collateral set forth in clauses (i)-(ix) above.

                        Without limiting the generality of the foregoing, the
                  "Collateral" shall include all investment property and general
                  intangibles respecting ownership and/or other equity interests
                  in each Guarantor, including, without limitation, the shares
                  of capital stock and the other equity interests listed on
                  Schedule H hereto (as the same may be modified from time to
                  time pursuant to the terms hereof), and any other shares of
                  capital stock and/or other equity interests of any other
                  direct or indirect subsidiary of any Debtor obtained in the
                  future, and, in each case, all certificates representing such
                  shares and/or equity interests and, in each case, all rights,
                  options, warrants, stock, other securities and/or equity
                  interests that may hereafter be received, receivable or
                  distributed in respect of, or exchanged for, any of the
                  foregoing (all of the foregoing being referred to herein as
                  the "Pledged Securities") and all rights arising under or in
                  connection with the Pledged Securities, including, but not
                  limited to, all dividends, interest and cash.

                        Notwithstanding the foregoing, nothing herein shall
                  be deemed to constitute an assignment of any asset which, in
                  the event of an assignment, becomes void by operation of
                  applicable law or the assignment of which is otherwise
                  prohibited by applicable law (in each case to the extent that
                  such applicable law is not overridden by Sections 9-406, 9-407
                  and/or 9-408 of the UCC or other similar applicable law);
                  provided, however, that to the extent permitted by applicable
                  law, this Agreement shall create a valid security interest in
                  such asset and, to the extent permitted by applicable law,
                  this Agreement shall create a valid security interest in the
                  proceeds of such asset.

                  (b) "Intellectual Property" means the collective reference to
         all rights, priorities and privileges relating to intellectual
         property, whether arising under United States, multinational or foreign
         laws or otherwise, including, without limitation, (i) all copyrights
         arising under the laws of the United States, any other country or any
         political subdivision thereof, whether registered or unregistered and
         whether published or unpublished, all registrations and recordings
         thereof, and all applications in connection therewith, including,
         without limitation, all registrations, recordings and applications in
         the United States Copyright Office, (ii) all letters patent of the
         United States, any other country or any political subdivision thereof,
         all reissues and extensions thereof, and all applications for letters
         patent of the United States or any other country and all divisions,
         continuations and continuations-in-part thereof, (iii) all trademarks,
         trade names, corporate names, company names, business names, fictitious
         business names, trade dress, service marks, logos, domain names and
         other source or business identifiers, and all goodwill associated
         therewith, now existing or hereafter adopted or acquired, all
         registrations and recordings thereof, and all applications in
         connection therewith, whether in the United States Patent and Trademark
         Office or in any similar office or agency of the United States, any
         State thereof or any other country or any political subdivision
         thereof, or otherwise, and all common law rights related thereto, (iv)
         all trade secrets arising under the laws of the United States, any
         other country or any political subdivision thereof, (v) all rights to
         obtain any reissues, renewals or extensions of the foregoing, (vi) all
         licenses for any of the foregoing, and (vii) all causes of action for
         infringement of the foregoing.

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                  (c)   "Majority in Interest" shall mean, at any time of
         determination, the majority in interest (based on then-outstanding
         principal amounts of Notes at the time of such determination) of the
         Secured Parties.

                  (d)   "Necessary Endorsement" shall mean undated stock powers
         endorsed in blank or other proper instruments of assignment duly
         executed and such other instruments or documents as the Secured Parties
         may reasonably request.

                  (e)  "Obligations" means all of the Debtors' obligations under
         this Agreement, the Notes, the Guaranty and any other instruments,
         agreements or other documents executed and/or delivered in connection
         herewith or therewith, in each case, whether now or hereafter existing,
         voluntary or involuntary, direct or indirect, absolute or contingent,
         liquidated or unliquidated, whether or not jointly owed with others,
         and whether or not from time to time decreased or extinguished and
         later increased, created or incurred, and all or any portion of such
         obligations or liabilities that are paid, to the extent all or any part
         of such payment is avoided or recovered directly or indirectly from any
         of the Secured Parties as a preference, fraudulent transfer or
         otherwise as such obligations may be amended, supplemented, converted,
         extended or modified from time to time. Without limiting the generality
         of the foregoing, the term "Obligations" shall include, without
         limitation: (i) principal of, and interest on the Notes and the loans
         extended pursuant thereto; (ii) any and all other fees, indemnities,
         costs, obligations and liabilities of the Debtors from time to time
         under or in connection with this Agreement, the Notes, the Guaranty and
         any other instruments, agreements or other documents executed and/or
         delivered in connection herewith or therewith; and (iii) all amounts
         (including but not limited to post-petition interest) in respect of the
         foregoing that would be payable but for the fact that the obligations
         to pay such amounts are unenforceable or not allowable due to the
         existence of a bankruptcy, reorganization or similar proceeding
         involving any Debtor.

                  (f)   "Organizational Documents" means with respect to any
         Debtor, the documents by which such Debtor was organized (such as a
         certificate of incorporation, certificate of limited partnership or
         articles of organization, and including, without limitation, any
         certificates of designation for preferred stock or other forms of
         preferred equity) and which relate to the internal governance of such
         Debtor (such as bylaws, a partnership agreement or an operating,
         limited liability or members agreement).

                   (g)  "UCC" means the Uniform Commercial Code of the State of
         New York and or any other applicable law of any state or states which
         has jurisdiction with respect to all, or any portion of, the Collateral
         or this Agreement, from time to time. It is the intent of the parties
         that defined terms in the UCC should be construed in their broadest
         sense so that the term "Collateral" will be construed in its broadest
         sense. Accordingly if there are, from time to time, changes to defined
         terms in the UCC that broaden the definitions, they are incorporated
         herein and if existing definitions in the UCC are broader than the
         amended definitions, the existing ones shall be controlling.

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         2. Grant of Perfected Security Interest. As an inducement for the
Secured Parties to extend the loans as evidenced by the Notes and to secure the
complete and timely payment, performance and discharge in full, as the case may
be, of all of the Obligations, each Debtor hereby unconditionally and
irrevocably pledges, grants and hypothecates to the Secured Parties a continuing
and perfected security interest in and to, a lien upon and a right of set-off
against all of their respective right, title and interest of whatsoever kind and
nature in and to, the Collateral (the "Security Interest").

         3. Delivery of Certain Collateral. Contemporaneously or prior to the
execution of this Agreement, each Debtor shall deliver or cause to be delivered
to the Secured Parties (a) any and all certificates and other instruments
representing or evidencing the Pledged Securities, and (b) any and all
certificates and other instruments or documents representing any of the other
Collateral, in each case, together with all Necessary Endorsements. The Debtors
are, contemporaneously with the execution hereof, delivering to the Secured
Parties, or have previously delivered to the Secured Parties, a true and correct
copy of each Organizational Document governing any of the Pledged Securities.

         4. Representations, Warranties, Covenants and Agreements of the
Debtors. Each Debtor represents and warrants to, and covenants and agrees with,
the Secured Parties as follows:

            (a)   Each Debtor has the requisite corporate, partnership,
         limited liability company or other power and authority to enter into
         this Agreement and otherwise to carry out its obligations hereunder.
         The execution, delivery and performance by each Debtor of this
         Agreement and the filings contemplated therein have been duly
         authorized by all necessary action on the part of such Debtor and no
         further action is required by such Debtor. This Agreement has been duly
         executed by each Debtor. This Agreement constitutes the legal, valid
         and binding obligation of each Debtor, enforceable against each Debtor
         in accordance with its terms except as such enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization and
         similar laws of general application relating to or affecting the rights
         and remedies of creditors and by general principles of equity.

            (b)   The Debtors have no place of business or offices where
         their respective books of account and records are kept (other than
         temporarily at the offices of its attorneys or accountants) or places
         where Collateral is stored or located, except as set forth on Schedule
         A attached hereto. Except as specifically set forth on Schedule A, each
         Debtor is the record owner of the real property where such Collateral
         is located, and there exist no mortgages or other liens on any such
         real property except for Permitted Liens (as defined in the Notes).
         Except as disclosed on Schedule A, none of such Collateral is in the
         possession of any consignee, bailee, warehouseman, agent or processor.

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            (c)   Except as set forth on Schedule B attached hereto, the
         Debtors are the sole owner of the Collateral (except for non-exclusive
         licenses granted by any Debtor in the ordinary course of business),
         free and clear of any liens, security interests, encumbrances, rights
         or claims other than those granted to Wachovia and capital lease
         holders, and are fully authorized to grant the Security Interest. There
         is not on file in any governmental or regulatory authority, agency or
         recording office an effective financing statement, security agreement,
         license or transfer or any notice of any of the foregoing (other than
         those that will be filed in favor of the Secured Parties pursuant to
         this Agreement) covering or affecting any of the Collateral. So long as
         this Agreement shall be in effect, the Debtors shall not execute and
         shall not knowingly permit to be on file (except those in favor of
         Wachovia) in any such office or agency any such financing statement or
         other document or instrument (except to the extent filed or recorded in
         favor of the Secured Parties pursuant to the terms of this Agreement).

            (d)   No written claim has been received that any Collateral or
         Debtor's use of any Collateral violates the rights of any third party.
         There has been no adverse decision to any Debtor's claim of ownership
         rights in or exclusive rights to use the Collateral in any jurisdiction
         or to any Debtor's right to keep and maintain such Collateral in full
         force and effect, and there is no proceeding involving said rights
         pending or, to the best knowledge of any Debtor, threatened before any
         court, judicial body, administrative or regulatory agency, arbitrator
         or other governmental authority.

            (e)   Each Debtor shall at all times maintain its books of
         account and records relating to the Collateral at its principal place
         of business and its Collateral at the locations set forth on Schedule A
         attached hereto and may not relocate such books of account and records
         or tangible Collateral unless it delivers to the Secured Parties at
         least 30 days prior to such relocation (i) written notice of such
         relocation and the new location thereof (which must be within the
         United States) and (ii) evidence that appropriate financing statements
         under the UCC and other necessary documents have been filed and
         recorded and other steps have been taken to perfect the Security
         Interest to create in favor of the Secured Parties a valid, perfected
         and continuing perfected second priority lien in the Collateral.

            (f)   This Agreement creates in favor of the Secured Parties a
         valid, security interest in the Collateral, securing the payment and
         performance of the Obligations. Upon making the filings described in
         the immediately following paragraph, all security interests created
         hereunder in any Collateral which may be perfected by filing Uniform
         Commercial Code financing statements shall have been duly perfected.
         Except for the filing of the Uniform Commercial Code financing
         statements referred to in the immediately following paragraph, the
         recordation of the Intellectual Property Security Agreement (as defined
         below) with respect to copyrights and copyright applications in the
         United States Copyright Office referred to in paragraph (p), the
         execution and delivery of deposit account control agreements satisfying
         the requirements of Section 9-104(a)(2) of the UCC with respect to each
         deposit account of the Debtors, and the delivery of the certificates
         and other instruments provided in Section 3, no action is necessary to
         create, perfect or protect the security interests created hereunder.
         Without limiting the generality of the foregoing, except for the filing
         of said financing statements, the recordation of said Intellectual
         Property Security Agreement, and the execution and delivery of said
         deposit account control agreements, no consent of any third parties and
         no authorization, approval or other action by, and no notice to or
         filing with, any governmental authority or regulatory body is required
         for (i) the execution, delivery and performance of this Agreement, (ii)
         the creation or perfection of the Security Interests created hereunder
         in the Collateral or (iii) the enforcement of the rights of the Secured
         Parties hereunder.

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              (g) Each Debtor hereby authorizes the Secured Parties, or any
         of them, to file one or more financing statements under the UCC, with
         respect to the Security Interest with the proper filing and recording
         agencies in any jurisdiction deemed proper by them.

              (h) The execution, delivery and performance of this Agreement
         by the Debtors does not (i) violate any of the provisions of any
         Organizational Documents of any Debtor or any judgment, decree, order
         or award of any court, governmental body or arbitrator or any
         applicable law, rule or regulation applicable to any Debtor or (ii)
         conflict with, or constitute a default (or an event that with notice or
         lapse of time or both would become a default) under, or give to others
         any rights of termination, amendment, acceleration or cancellation
         (with or without notice, lapse of time or both) of, any agreement,
         credit facility, debt or other instrument (evidencing any Debtor's debt
         or otherwise) or other understanding to which any Debtor is a party or
         by which any property or asset of any Debtor is bound or affected. No
         consent (including, without limitation, from stockholders or creditors
         of any Debtor, other than Wachovia) is required for any Debtor to enter
         into and perform its obligations hereunder.

              (i) The capital stock and other equity interests listed on
         Schedule H hereto represent all of the capital stock and other equity
         interests of the Guarantors, and represent all capital stock and other
         equity interests owned, directly or indirectly, by the Company. All of
         the Pledged Securities are validly issued, fully paid and
         nonassessable, and the Company is the legal and beneficial owner of the
         Pledged Securities, free and clear of any lien, security interest or
         other encumbrance except for the security interests created by this
         Agreement and those in favor of Wachovia.

              (j) The ownership and other equity interests in partnerships
         and limited liability companies (if any) included in the Collateral
         (the "Pledged Interests") by their express terms do not provide that
         they are securities governed by Article 8 of the UCC and are not held
         in a securities account or by any financial intermediary.

              (k) Each Debtor shall at all times maintain the liens and
         Security Interest provided for hereunder as valid and perfected second
         priority liens and security interests in the Collateral in favor of the
         Secured Parties until this Agreement and the Security Interest
         hereunder shall be terminated pursuant to Section 11 hereof. Each
         Debtor hereby agrees to defend the same against the claims of any and
         all persons and entities. Each Debtor shall safeguard and protect all
         Collateral for the account of the Secured Parties. At the request of
         the Secured Parties, each Debtor will sign and deliver to the Secured
         Parties at any time or from time to time one or more financing
         statements pursuant to the UCC in form reasonably satisfactory to the
         Secured Parties and will pay the cost of filing the same in all public
         offices wherever filing is, or is deemed by the Secured Parties to be,
         necessary or desirable to effect the rights and obligations provided
         for herein. Without limiting the generality of the foregoing, each
         Debtor shall pay all fees, taxes and other amounts necessary to
         maintain the Collateral and the Security Interest hereunder, and each
         Debtor shall obtain and furnish to the Secured Parties from time to
         time, upon demand, such releases and/or subordinations of claims and
         liens which may be required to maintain the priority of the Security
         Interest hereunder.

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              (l) Other than the security interest in favor of Wachovia and
         all capital leases, no Debtor will transfer, pledge, hypothecate,
         encumber, license, sell or otherwise dispose of any of the Collateral
         (except for non-exclusive licenses granted by a Debtor in its ordinary
         course of business and sales of inventory by a Debtor in its ordinary
         course of business) without the prior written consent of a Majority in
         Interest.

              (m) Each Debtor shall keep and preserve its equipment,
         inventory and other tangible Collateral in good condition, repair and
         order and shall not operate or locate any such Collateral (or cause to
         be operated or located) in any area excluded from insurance coverage.

              (n) Each Debtor shall maintain with financially sound and
         reputable insurers, insurance with respect to the Collateral against
         loss or damage of the kinds and in the amounts customarily insured
         against by entities of established reputation having similar properties
         similarly situated and in such amounts as are customarily carried under
         similar circumstances by other such entities and otherwise as is
         prudent for entities engaged in similar businesses but in any event
         sufficient to cover the full replacement cost thereof. Each Debtor
         shall cause each insurance policy issued in connection herewith to
         provide, and the insurer issuing such policy to certify to the Secured
         Parties that (a) the Secured Parties will be named as lender loss payee
         and additional insured under each such insurance policy; (b) if such
         insurance be proposed to be cancelled or materially changed for any
         reason whatsoever, such insurer will promptly notify the Secured
         Parties and such cancellation or change shall not be effective as to
         the Secured Parties for at least thirty (30) days after receipt by the
         Secured Parties of such notice, unless the effect of such change is to
         extend or increase coverage under the policy; and (c) the Secured
         Parties will have the right (but no obligation) at its election to
         remedy any default in the payment of premiums within thirty (30) days
         of notice from the insurer of such default. If no Event of Default (as
         defined in the Debenture) exists and if the proceeds arising out of any
         claim or series of related claims do not exceed $50,000, loss payments
         in each instance will be applied by the applicable Debtor to the repair
         and/or replacement of property with respect to which the loss was
         incurred to the extent reasonably feasible, and any loss payments or
         the balance thereof remaining, to the extent not so applied, shall be
         payable to the applicable Debtor, provided, however, that payments
         received by any Debtor after an Event of Default occurs and is
         continuing or in excess of $50,000 for any occurrence or series of
         related occurrences shall be paid to the Secured Parties and, if
         received by such Debtor, shall be held in trust for and immediately
         paid over to the Secured Parties unless otherwise directed in writing
         by the Secured Parties. Copies of such policies or the related
         certificates, in each case, naming the Secured Parties as lender loss
         payee and additional insured shall be delivered to the Secured Parties
         at least annually and at the time any new policy of insurance is
         issued.

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              (o) Each Debtor shall, within ten (10) days of obtaining
         knowledge thereof, advise the Secured Parties promptly, in sufficient
         detail, of any substantial change in the Collateral, and of the
         occurrence of any event which would have a material adverse effect on
         the value of the Collateral or on the Secured Parties' security
         interest therein.

              (p) Each Debtor shall promptly execute and deliver to the
         Secured Parties such further deeds, mortgages, assignments, security
         agreements, financing statements or other instruments, documents,
         certificates and assurances and take such further action as the Secured
         Parties may from time to time request and may in its sole discretion
         deem necessary to perfect, protect or enforce its security interest in
         the Collateral including, without limitation, if applicable, the
         execution and delivery of a separate security agreement with respect to
         each Debtor's Intellectual Property ("Intellectual Property Security
         Agreement") in which the Secured Parties have been granted a security
         interest hereunder, substantially in a form acceptable to the Secured
         Parties, which Intellectual Property Security Agreement, other than as
         stated therein, shall be subject to all of the terms and conditions
         hereof.

              (q) Each Debtor shall permit the Secured Parties and their
         representatives and agents to inspect the Collateral at any time, and
         to make copies of records pertaining to the Collateral as may be
         requested by a Secured Party from time to time.

              (r) Each Debtor shall take all steps reasonably necessary to
         diligently pursue and seek to preserve, enforce and collect any rights,
         claims, causes of action and accounts receivable in respect of the
         Collateral.

              (s) Each Debtor shall promptly notify the Secured Parties in
         sufficient detail upon becoming aware of any attachment, garnishment,
         execution or other legal process levied against any Collateral and of
         any other information received by such Debtor that may materially
         affect the value of the Collateral, the Security Interest or the rights
         and remedies of the Secured Parties hereunder.

              (t) All information heretofore, herein or hereafter supplied
         to the Secured Parties by or on behalf of any Debtor with respect to
         the Collateral is accurate and complete in all material respects as of
         the date furnished.

              (u) The Debtors shall at all times preserve and keep in full
         force and effect their respective valid existence and good standing and
         any rights and franchises material to its business.

              (v) No Debtor will change its name, type of organization,
         jurisdiction of organization, organizational identification number (if
         it has one), legal or corporate structure, or identity, or add any new
         fictitious name unless it provides at least 30 days prior written
         notice to the Secured Parties of such change and, at the time of such
         written notification, such Debtor provides any financing statements or
         fixture filings necessary to perfect and continue perfected the
         perfected security Interest granted and evidenced by this Agreement.

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              (w) Reserved.

              (x) No Debtor may relocate its chief executive office to a new
         location without providing 30 days prior written notification thereof
         to the Secured Parties and so long as, at the time of such written
         notification, such Debtor provides any financing statements or fixture
         filings necessary to perfect and continue perfected the perfected
         security Interest granted and evidenced by this Agreement.

              (y) Each Debtor was organized and remains organized solely
         under the laws of the state set forth next to such Debtor's name in the
         first paragraph of this Agreement. Schedule D attached hereto sets
         forth each Debtor's organizational identification number or, if any
         Debtor does not have one, states that one does not exist.

              (z) (i) The actual name of each Debtor is the name set forth
         in the preamble above; (ii) no Debtor has any trade names except as set
         forth on Schedule E attached hereto; (iii) no Debtor has used any name
         other than that stated in the preamble hereto or as set forth on
         Schedule E for the preceding five years; and (iv) no entity has merged
         into any Debtor or been acquired by any Debtor within the past five
         years except as set forth on Schedule E.

             (aa) At any time and from time to time that any Collateral
         consists of instruments, certificated securities or other items that
         require or permit possession by the secured party to perfect the
         security interest created hereby, the applicable Debtor shall deliver
         such Collateral to the Secured Parties.

             (bb) Each Debtor, in its capacity as issuer, hereby agrees to
         comply with any and all orders and instructions of the Secured Parties
         regarding the Pledged Interests consistent with the terms of this
         Agreement without the further consent of any Debtor as contemplated by
         Section 8-106 (or any successor section) of the UCC. Further, each
         Debtor agrees that it shall not enter into a similar agreement (or one
         that would confer "control" within the meaning of Article 8 of the UCC)
         with any other person or entity.

             (cc) Each Debtor shall cause all tangible chattel paper
         constituting Collateral to be delivered to the Secured Parties, or, if
         such delivery is not possible, then to cause such tangible chattel
         paper to contain a legend noting that it is subject to the security
         interest created by this Agreement. To the extent that any Collateral
         consists of electronic chattel paper, the applicable Debtor shall cause
         the underlying chattel paper to be "marked" within the meaning of
         Section 9-105 of the UCC (or successor section thereto).

             (dd) If there is any investment property or deposit account
         included as Collateral that can be perfected by "control" through an
         account control agreement, the applicable Debtor shall cause such an
         account control agreement, in form and substance in each case
         satisfactory to the Secured Parties, to be entered into and delivered
         to the Secured Parties.

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             (ee) To the extent that any Collateral consists of
         letter-of-credit rights, the applicable Debtor shall cause the issuer
         of each underlying letter of credit to consent to an assignment of the
         proceeds thereof to the Secured Parties.

             (ff) To the extent that any Collateral is in the possession of
         any third party, the applicable Debtor shall join with the Secured
         Parties in notifying such third party of the Secured Parties' security
         interest in such Collateral and shall use its best efforts to obtain an
         acknowledgement and agreement from such third party with respect to the
         Collateral, in form and substance satisfactory to the Secured Parties.

             (gg) If any Debtor shall at any time hold or acquire a
         commercial tort claim, such Debtor shall promptly notify the Secured
         Parties in a writing signed by such Debtor of the particulars thereof
         and grant to the Secured Parties in such writing a security interest
         therein and in the proceeds thereof, all upon the terms of this
         Agreement, with such writing to be in form and substance satisfactory
         to the Secured Parties.

             (hh) Each Debtor shall immediately provide written notice to
         the Secured Parties of any and all accounts which arise out of
         contracts with any governmental authority and, to the extent necessary
         to perfect or continue the perfected status of the Security Interest in
         such accounts and proceeds thereof, shall execute and deliver to the
         Secured Parties an assignment of claims for such accounts and cooperate
         with the Secured Parties in taking any other steps required, in their
         judgment, under the Federal Assignment of Claims Act or any similar
         federal, state or local statute or rule to perfect or continue the
         perfected status of the Security Interest in such accounts and proceeds
         thereof.

             (ii) Each Debtor shall cause each subsidiary of such Debtor
         to immediately become a party hereto (an "Additional Debtor"), by
         executing and delivering an Additional Debtor Joinder in substantially
         the form of Annex A attached hereto and comply with the provisions
         hereof applicable to the Debtors. Concurrent therewith, the Additional
         Debtor shall deliver replacement schedules for, or supplements to all
         other Schedules to (or referred to in) this Agreement, as applicable,
         which replacement schedules shall supersede, or supplements shall
         modify, the Schedules then in effect. The Additional Debtor shall also
         deliver such opinions of counsel, authorizing resolutions, good
         standing certificates, incumbency certificates, organizational
         documents, financing statements and other information and documentation
         as the Secured Parties may reasonably request. Upon delivery of the
         foregoing to the Secured Parties, the Additional Debtor shall be and
         become a party to this Agreement with the same rights and obligations
         as the Debtors, for all purposes hereof as fully and to the same extent
         as if it were an original signatory hereto and shall be deemed to have
         made the representations, warranties and covenants set forth herein as
         of the date of execution and delivery of such Additional Debtor
         Joinder, and all references herein to the "Debtors" shall be deemed to
         include each Additional Debtor.

                                       11
<PAGE>

             (jj) Each Debtor shall vote the Pledged Securities to comply
         with the covenants and agreements set forth herein and in the Notes.

             (kk) Each Debtor shall register the pledge of the applicable
         Pledged Securities on the books of such Debtor. Each Debtor shall
         notify each issuer of Pledged Securities to register the pledge of the
         applicable Pledged Securities in the name of the Secured Parties on the
         books of such issuer. Further, except with respect to certificated
         securities delivered to the Secured Parties, the applicable Debtor
         shall deliver to the Secured Parties an acknowledgement of pledge
         (which, where appropriate, shall comply with the requirements of the
         relevant UCC with respect to perfection by registration) signed by the
         issuer of the applicable Pledged Securities, which acknowledgement
         shall confirm that: (a) it has registered the pledge on its books and
         records; and (b) at any time directed by the Secured Parties during the
         continuation of an Event of Default, such issuer will transfer the
         record ownership of such Pledged Securities into the name of any
         designee of the Secured Parties, will take such steps as may be
         necessary to effect the transfer, and will comply with all other
         instructions of the Secured Parties regarding such Pledged Securities
         without the further consent of the applicable Debtor.

             (ll) In the event that, upon an occurrence of an Event of
         Default, the Secured Parties shall sell all or any of the Pledged
         Securities to another party or parties (herein called the "Transferee")
         or shall purchase or retain all or any of the Pledged Securities, each
         Debtor shall, to the extent applicable: (i) deliver to the Secured
         Parties or the Transferee, as the case may be, the articles of
         incorporation, bylaws, minute books, stock certificate books, corporate
         seals, deeds, leases, indentures, agreements, evidences of
         indebtedness, books of account, financial records and all other
         Organizational Documents and records of the Debtors and their direct
         and indirect subsidiaries; (ii) use its best efforts to obtain
         resignations of the persons then serving as officers and directors of
         the Debtors and their direct and indirect subsidiaries, if so
         requested; and (iii) use its best efforts to obtain any approvals that
         are required by any governmental or regulatory body in order to permit
         the sale of the Pledged Securities to the Transferee or the purchase or
         retention of the Pledged Securities by the Secured Parties and allow
         the Transferee or the Secured Parties to continue the business of the
         Debtors and their direct and indirect subsidiaries.

             (mm) Without limiting the generality of the other obligations
         of the Debtors hereunder, each Debtor shall promptly (i) cause to be
         registered at the United States Copyright Office all of its material
         copyrights, (ii) cause the security interest contemplated hereby with
         respect to all Intellectual Property registered at the United States
         Copyright Office or United States Patent and Trademark Office to be
         duly recorded at the applicable office, and (iii) give the Secured
         Parties notice whenever it acquires (whether absolutely or by license)
         or creates any additional material Intellectual Property.

                                       12
<PAGE>

             (nn) Each Debtor will from time to time, at the joint and
         several expense of the Debtors, promptly execute and deliver all such
         further instruments and documents, and take all such further action as
         may be necessary or desirable, or as the Secured Parties may reasonably
         request, in order to perfect and protect any security interest granted
         or purported to be granted hereby or to enable the Secured Parties to
         exercise and enforce their rights and remedies hereunder and with
         respect to any Collateral or to otherwise carry out the purposes of
         this Agreement.

             (oo) Schedule F attached hereto lists all of the patents,
         patent applications, trademarks, trademark applications, registered
         copyrights, and domain names owned by any of the Debtors as of the date
         hereof. Schedule F lists all material licenses in favor of any Debtor
         for the use of any patents, trademarks, copyrights and domain names as
         of the date hereof. All material patents and trademarks of the Debtors
         have been duly recorded at the United States Patent and Trademark
         Office and all material copyrights of the Debtors have been duly
         recorded at the United States Copyright Office.

             (pp) Except as set forth on Schedule G attached hereto, none
         of the account debtors or other persons or entities obligated on any of
         the Collateral is a governmental authority covered by the Federal
         Assignment of Claims Act or any similar federal, state or local statute
         or rule in respect of such Collateral.

         5. Effect of Pledge on Certain Rights. If any of the Collateral subject
to this Agreement consists of nonvoting equity or ownership interests
(regardless of class, designation, preference or rights) that may be converted
into voting equity or ownership interests upon the occurrence of certain events
(including, without limitation, upon the transfer of all or any of the other
stock or assets of the issuer), it is agreed that the pledge of such equity or
ownership interests pursuant to this Agreement or the enforcement of any of the
Secured Parties' rights hereunder shall not be deemed to be the type of event
which would trigger such conversion rights notwithstanding any provisions in the
Organizational Documents or agreements to which any Debtor is subject or to
which any Debtor is party.

         6. Defaults. The following events shall be "Events of Default":

            (a)   The occurrence of an Event of Default (as defined in the
         Notes) under the Notes;

            (b)   Any representation or warranty of any Debtor in this
         Agreement shall prove to have been incorrect in any material respect
         when made;

            (c)   The failure by any Debtor to observe or perform any of its
         obligations hereunder for five (5) days after delivery to such Debtor
         of notice of such failure by or on behalf of a Secured Party unless
         such default is capable of cure but cannot be cured within such time
         frame and such Debtor is using best efforts to cure same in a timely
         fashion; or

                                       13
<PAGE>

            (d)   If any provision of this Agreement shall at any time for any
         reason be declared to be null and void, or the validity or
         enforceability thereof shall be contested by any Debtor, or a
         proceeding shall be commenced by any Debtor, or by any governmental
         authority having jurisdiction over any Debtor, seeking to establish the
         invalidity or unenforceability thereof, or any Debtor shall deny that
         any Debtor has any liability or obligation purported to be created
         under this Agreement.

         7. Duty To Hold In Trust.

            (a)   Upon the occurrence of any Event of Default and at any
         time thereafter, each Debtor shall, upon receipt of any revenue,
         income, dividend, interest or other sums subject to the Security
         Interest, whether payable pursuant to the Notes or otherwise, or of any
         check, draft, note, trade acceptance or other instrument evidencing an
         obligation to pay any such sum, hold the same in trust for the Secured
         Parties and shall forthwith endorse and transfer any such sums or
         instruments, or both, to the Secured Parties, pro-rata in proportion to
         their initial purchases of Notes for application to the satisfaction of
         the Obligations (and if any Debenture is not outstanding, pro-rata in
         proportion to the initial purchases of the remaining Notes).

            (b)   If any Debtor shall become entitled to receive or shall
         receive any securities or other property (including, without
         limitation, shares of Pledged Securities or instruments representing
         Pledged Securities acquired after the date hereof, or any options,
         warrants, rights or other similar property or certificates representing
         a dividend, or any distribution in connection with any
         recapitalization, reclassification or increase or reduction of capital,
         or issued in connection with any reorganization of such Debtor or any
         of its direct or indirect subsidiaries) in respect of the Pledged
         Securities (whether as an addition to, in substitution of, or in
         exchange for, such Pledged Securities or otherwise), such Debtor agrees
         to (i) accept the same as the agent of the Secured Parties; (ii) hold
         the same in trust on behalf of and for the benefit of the Secured
         Parties; and (iii) to deliver any and all certificates or instruments
         evidencing the same to the Secured Parties on or before the close of
         business on the fifth business day following the receipt thereof by
         such Debtor, in the exact form received together with the Necessary
         Endorsements, to be held by the Secured Parties subject to the terms of
         this Agreement as Collateral.

         8. Rights and Remedies Upon Default.

            (a)   Upon the occurrence of any Event of Default and at any
         time thereafter, the Secured Parties, acting through any agent
         appointed by them for such purpose, shall have the right to exercise
         all of the remedies conferred hereunder and under the Notes, and the
         Secured Parties shall have all the rights and remedies of a secured
         party under the UCC. Without limitation, the Secured Parties shall have
         the following rights and powers (all subject to the rights of Wachovia
         pursuant to the Wachovia Agreement):

                                       14
<PAGE>

                  (i)   The Secured Parties shall have the right to take
            possession of the Collateral and, for that purpose, enter, with the
            aid and assistance of any person, any premises where the Collateral,
            or any part thereof, is or may be placed and remove the same, and
            each Debtor shall assemble the Collateral and make it available to
            the Secured Parties at places which the Secured Parties shall
            reasonably select, whether at such Debtor's premises or elsewhere,
            and make available to the Secured Parties, without rent, all of such
            Debtor's respective premises and facilities for the purpose of the
            Secured Parties taking possession of, removing or putting the
            Collateral in saleable or disposable form.

                  (ii)  Upon notice to the Debtors by the Secured Parties, all
            rights of each Debtor to exercise the voting and other consensual
            rights which it would otherwise be entitled to exercise and all
            rights of each Debtor to receive the dividends and interest which it
            would otherwise be authorized to receive and retain, shall cease.
            Upon such notice, the Secured Parties shall have the right to
            receive any interest, cash dividends or other payments on the
            Collateral and, at the option oft, to exercise in such the Secured
            Parties' discretion all voting rights pertaining thereto. Without
            limiting the generality of the foregoing, the Secured Parties shall
            have the right (but not the obligation) to exercise all rights with
            respect to the Collateral as it were the sole and absolute owners
            thereof, including, without limitation, to vote and/or to exchange,
            at its sole discretion, any or all of the Collateral in connection
            with a merger, reorganization, consolidation, recapitalization or
            other readjustment concerning or involving the Collateral or any
            Debtor or any of its direct or indirect subsidiaries.

                  (iii) The Secured Parties shall have the right to operate the
            business of each Debtor using the Collateral and shall have the
            right to assign, sell, lease or otherwise dispose of and deliver all
            or any part of the Collateral, at public or private sale or
            otherwise, either with or without special conditions or
            stipulations, for cash or on credit or for future delivery, in such
            parcel or parcels and at such time or times and at such place or
            places, and upon such terms and conditions as the Secured Parties
            may deem commercially reasonable, all without (except as shall be
            required by applicable statute and cannot be waived) advertisement
            or demand upon or notice to any Debtor or right of redemption of a
            Debtor, which are hereby expressly waived. Upon each such sale,
            lease, assignment or other transfer of Collateral, the Secured
            Parties may, unless prohibited by applicable law which cannot be
            waived, purchase all or any part of the Collateral being sold, free
            from and discharged of all trusts, claims, right of redemption and
            equities of any Debtor, which are hereby waived and released.

                  (iv)  The Secured Parties shall have the right (but not the
            obligation) to notify any account debtors and any obligors under
            instruments or accounts to make payments directly to the Secured
            Parties and to enforce the Debtors' rights against such account
            debtors and obligors.

                  (v)   The Secured Parties may (but are not obligated to)
            direct any financial intermediary or any other person or entity
            holding any investment property to transfer the same to the Secured
            Parties or their designee.

                                       15
<PAGE>

                  (vi)  The Secured Parties may (but are not obligated to)
            transfer any or all Intellectual Property registered in the name of
            any Debtor at the United States Patent and Trademark Office and/or
            Copyright Office into the name of the Secured Parties or any
            designee or any purchaser of any Collateral.

             (b)  The Secured Parties may comply with any applicable law in
         connection with a disposition of Collateral and such compliance will
         not be considered adversely to affect the commercial reasonableness of
         any sale of the Collateral. The Secured Parties may sell the Collateral
         without giving any warranties and may specifically disclaim such
         warranties. If the Secured Parties sells any of the Collateral on
         credit, the Debtors will only be credited with payments actually made
         by the purchaser. In addition, each Debtor waives any and all rights
         that it may have to a judicial hearing in advance of the enforcement of
         any of the Secured Parties' rights and remedies hereunder, including,
         without limitation, its right following an Event of Default to take
         immediate possession of the Collateral and to exercise its rights and
         remedies with respect thereto.

             (c)  For the purpose of enabling the Secured Parties to further
         exercise rights and remedies under this Section 8 or elsewhere provided
         by agreement or applicable law, each Debtor hereby grants to the
         Secured Parties an irrevocable, nonexclusive license (exercisable
         without payment of royalty or other compensation to such Debtor) to
         use, license or sublicense following an Event of Default, any
         Intellectual Property now owned or hereafter acquired by such Debtor,
         and wherever the same may be located, and including in such license
         access to all media in which any of the licensed items may be recorded
         or stored and to all computer software and programs used for the
         compilation or printout thereof.

         9.  Applications of Proceeds. The proceeds of any such sale, lease or
other disposition of the Collateral hereunder shall be applied first, to the
expenses of retaking, holding, storing, processing and preparing for sale,
selling, and the like (including, without limitation, any taxes, fees and other
costs incurred in connection therewith) of the Collateral, to the reasonable
attorneys' fees and expenses incurred by the Secured Parties in enforcing their
rights hereunder and in connection with collecting, storing and disposing of the
Collateral, and then to satisfaction of the Obligations pro rata among the
Secured Parties (based on then-outstanding principal amounts of Notes at the
time of any such determination), and to the payment of any other amounts
required by applicable law, after which the Secured Parties shall pay to the
applicable Debtor any surplus proceeds. If, upon the sale, license or other
disposition of the Collateral, the proceeds thereof are insufficient to pay all
amounts to which the Secured Parties are legally entitled, the Debtors will be
liable for the deficiency, together with interest thereon, at the rate of 20%
per annum or the lesser amount permitted by applicable law (the "Default Rate"),
and the reasonable fees of any attorneys employed by the Secured Parties to
collect such deficiency. To the extent permitted by applicable law, each Debtor
waives all claims, damages and demands against the Secured Parties arising out
of the repossession, removal, retention or sale of the Collateral, unless due
solely to the gross negligence or willful misconduct of the Secured Parties as
determined by a final judgment (not subject to further appeal) of a court of
competent jurisdiction.

                                       16
<PAGE>

        10.  Securities Law Provision. Each Debtor recognizes that the Secured
Parties may be limited in its ability to effect a sale to the public of all or
part of the Pledged Securities by reason of certain prohibitions in the
Securities Act of 1933, as amended, or other federal or state securities laws
(collectively, the "Securities Laws"), and may be compelled to resort to one or
more sales to a restricted group of purchasers who may be required to agree to
acquire the Pledged Securities for their own account, for investment and not
with a view to the distribution or resale thereof. Each Debtor agrees that sales
so made may be at prices and on terms less favorable than if the Pledged
Securities were sold to the public, and that the Secured Parties has no
obligation to delay the sale of any Pledged Securities for the period of time
necessary to register the Pledged Securities for sale to the public under the
Securities Laws. Each Debtor shall cooperate with the Secured Parties in its
attempt to satisfy any requirements under the Securities Laws (including,
without limitation, registration thereunder if requested by the Secured Parties)
applicable to the sale of the Pledged Securities by the Secured Parties.

        11.  Costs and Expenses. Each Debtor agrees to pay all reasonable
out-of-pocket fees, costs and expenses incurred in connection with any filing
required hereunder, including without limitation, any financing statements
pursuant to the UCC, continuation statements, partial releases and/or
termination statements related thereto or any expenses of any searches
reasonably required by the Secured Parties, not to exceed $2,500. The Debtors
shall also pay all other claims and charges which in the reasonable opinion of
the Secured Parties might prejudice, imperil or otherwise affect the Collateral
or the Security Interest therein. The Debtors will also, upon demand, pay to the
Secured Parties the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Secured Parties may incur in connection with (i) the enforcement of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, or (iii) the exercise or
enforcement of any of the rights of the Secured Parties under the Notes. Until
so paid, any fees payable hereunder shall be added to the principal amount of
the Notes and shall bear interest at the Default Rate.

        12.  Responsibility for Collateral. The Debtors assume all liabilities
and responsibility in connection with all Collateral, and the Obligations shall
in no way be affected or diminished by reason of the loss, destruction, damage
or theft of any of the Collateral or its unavailability for any reason. Without
limiting the generality of the foregoing, (a) no Secured Party (i) has any duty
(either before or after an Event of Default) to collect any amounts in respect
of the Collateral or to preserve any rights relating to the Collateral, or (ii)
has any obligation to clean-up or otherwise prepare the Collateral for sale, and
(b) each Debtor shall remain obligated and liable under each contract or
agreement included in the Collateral to be observed or performed by such Debtor
thereunder. No Secured Party shall have any obligation or liability under any
such contract or agreement by reason of or arising out of this Agreement or the
receipt by any Secured Party of any payment relating to any of the Collateral,
nor shall the any Secured Party be obligated in any manner to perform any of the
obligations of any Debtor under or pursuant to any such contract or agreement,
to make inquiry as to the nature or sufficiency of any payment received by any
Secured Party in respect of the Collateral or as to the sufficiency of any
performance by any party under any such contract or agreement, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to any Secured Party may be
entitled at any time or times.

                                       17
<PAGE>

        13.  Security Interest Absolute. All rights of the Secured Parties and
all obligations of the Debtors hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement,
the Notes or any agreement entered into in connection with the foregoing, or any
portion hereof or thereof; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Notes or any other agreement entered into in connection with the
foregoing; (c) any exchange, release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure from any other
collateral for, or any guaranty, or any other security, for all or any of the
Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection with the Collateral; or (e) any other circumstance which might
otherwise constitute any legal or equitable defense available to a Debtor, or a
discharge of all or any part of the Security Interest granted hereby. Until the
Obligations shall have been paid and performed in full, the rights of the
Secured Parties shall continue even if the Obligations are barred for any
reason, including, without limitation, the running of the statute of limitations
or bankruptcy. Each Debtor expressly waives presentment, protest, notice of
protest, demand, notice of nonpayment and demand for performance. In the event
that at any time any transfer of any Collateral or any payment received by the
Secured Parties hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable preference or fraudulent conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise due to any party other than the Secured Parties, then, in any such
event, each Debtor's obligations hereunder shall survive cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or cancellation of this Agreement, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof. Each
Debtor waives all right to require the Secured Parties to proceed against any
other person or entity or to apply any Collateral which the Secured Parties may
hold at any time, or to marshal assets, or to pursue any other remedy. Each
Debtor waives any defense arising by reason of the application of the statute of
limitations to any obligation secured hereby.

        14.  Term of Agreement. This Agreement and the Security Interest
shall terminate on the date on which all payments under the Notes have been
indefeasibly paid in full and all other Obligations have been paid or
discharged; provided, however, that all indemnities of the Debtors contained in
this Agreement shall survive and remain operative and in full force and effect
regardless of the termination of this Agreement.

        15.  Power of Attorney; Further Assurances.

             (a)  Subject to the rights of Wachovia under the Wachovia
        Agreement, each Debtor authorizes the Secured Parties, and does hereby
        make, constitute and appoint the Secured Parties and their respective
        officers, agents, successors or assigns with full power of
        substitution, as such Debtor's true and lawful attorney-in-fact, with
        power, in the name of the various Secured Parties or such Debtor, to,
        after the occurrence and during the continuance of an Event of Default,
        (i) endorse any note, checks, drafts, money orders or other instruments
        of payment (including payments payable under or in respect of any

                                      18
<PAGE>

        policy of insurance) in respect of the Collateral that may come into
        possession of the Secured Parties; (ii) to sign and endorse any
        financing statement pursuant to the UCC or any invoice, freight or
        express bill, bill of lading, storage or warehouse receipts, drafts
        against debtors, assignments, verifications and notices in connection
        with accounts, and other documents relating to the Collateral; (iii) to
        pay or discharge taxes, liens, security interests or other encumbrances
        at any time levied or placed on or threatened against the Collateral;
        (iv) to demand, collect, receipt for, compromise, settle and sue for
        monies due in respect of the Collateral; (v) to transfer any
        Intellectual Property or provide licenses respecting any Intellectual
        Property; and (vi) generally, at the option of the Secured Parties, and
        at the expense of the Debtors, at any time, or from time to time, to
        execute and deliver any and all documents and instruments and to do all
        acts and things which the Secured Parties deem necessary to protect,
        preserve and realize upon the Collateral and the Security Interest
        granted therein in order to effect the intent of this Agreement and the
        Notes all as fully and effectually as the Debtors might or could do;
        and each Debtor hereby ratifies all that said attorney shall lawfully
        do or cause to be done by virtue hereof. This power of attorney is
        coupled with an interest and shall be irrevocable for the term of this
        Agreement and thereafter as long as any of the Obligations shall be
        outstanding. The designation set forth herein shall be deemed to amend
        and supersede any inconsistent provision in the Organizational
        Documents or other documents or agreements to which any Debtor is
        subject or to which any Debtor is a party. Without limiting the
        generality of the foregoing, after the occurrence and during the
        continuance of an Event of Default, each Secured Party is specifically
        authorized to execute and file any applications for or instruments of
        transfer and assignment of any patents, trademarks, copyrights or other
        Intellectual Property with the United States Patent and Trademark
        Office and the United States Copyright Office.

             (b)  On a continuing basis, each Debtor will make, execute,
        acknowledge, deliver, file and record, as the case may be, with the
        proper filing and recording agencies in any jurisdiction, including,
        without limitation, the jurisdictions indicated on Schedule C attached
        hereto, all such instruments, and take all such action as may
        reasonably be deemed necessary or advisable, or as reasonably requested
        by the Secured Parties, to perfect the Security Interest granted
        hereunder and otherwise to carry out the intent and purposes of this
        Agreement, or for assuring and confirming to the Secured Parties the
        grant or perfection of a perfected security interest in all the
        Collateral under the UCC.

             (c)  Each Debtor hereby irrevocably appoints the Secured Parties
        as such Debtor's attorney-in-fact, with full authority in the
        place and instead of such Debtor and in the name of such Debtor, from
        time to time in the Secured Parties' discretion, to take any action and
        to execute any instrument which the Secured Parties may deem necessary
        or advisable to accomplish the purposes of this Agreement, including
        the filing, in its sole discretion, of one or more financing or
        continuation statements and amendments thereto, relative to any of the
        Collateral without the signature of such Debtor where permitted by law,
        which financing statements may (but need not) describe the Collateral
        as "all assets" or "all personal property" or words of like import, and
        ratifies all such actions taken by the Secured Parties. This power of
        attorney is coupled with an interest and shall be irrevocable for the
        term of this Agreement and thereafter as long as any of the Obligations
        shall be outstanding.

                                       19
<PAGE>

        16.  Notices. All notices, requests, demands and other communications
hereunder shall be subject to the notice provision of the Purchase Agreement (as
such term is defined in the Notes).

        17.  Other Security. To the extent that the Obligations are now or
hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm, corporation or other entity,
then the Secured Parties shall have the right, in its sole discretion, to
pursue, relinquish, subordinate, modify or take any other action with respect
thereto, without in any way modifying or affecting any of the Secured Parties'
rights and remedies hereunder.

        18.  Intentionally Omitted.

        19.  Miscellaneous.

             (a)  No course of dealing between the Debtors and the Secured
        Parties, nor any failure to exercise, nor any delay in exercising, on
        the part of the Secured Parties, any right, power or privilege
        hereunder or under the Notes shall operate as a waiver thereof; nor
        shall any single or partial exercise of any right, power or privilege
        hereunder or thereunder preclude any other or further exercise thereof
        or the exercise of any other right, power or privilege.

             (b)  All of the rights and remedies of the Secured Parties with
        respect to the Collateral, whether established hereby or by the Notes
        or by any other agreements, instruments or documents or by law shall be
        cumulative and may be exercised singly or concurrently.

             (c)  This Agreement constitutes the entire agreement of the
        parties with respect to the subject matter hereof and is intended to
        supersede all prior negotiations, understandings and agreements with
        respect thereto. Except as specifically set forth in this Agreement, no
        provision of this Agreement may be modified or amended except by a
        written agreement specifically referring to this Agreement and signed
        by the parties hereto.

             (d)  In the event any provision of this Agreement is held to be
        invalid, prohibited or unenforceable in any jurisdiction for any
        reason, unless such provision is narrowed by judicial construction,
        this Agreement shall, as to such jurisdiction, be construed as if such
        invalid, prohibited or unenforceable provision had been more narrowly
        drawn so as not to be invalid, prohibited or unenforceable. If,
        notwithstanding the foregoing, any provision of this Agreement is held
        to be invalid, prohibited or unenforceable in any jurisdiction, such
        provision, as to such jurisdiction, shall be ineffective to the extent
        of such invalidity, prohibition or unenforceability without
        invalidating the remaining portion of such provision or the other
        provisions of this Agreement and without affecting the validity or
        enforceability of such provision or the other provisions of this
        Agreement in any other jurisdiction.

                                       20
<PAGE>

             (e)  No waiver of any breach or default or any right under this
        Agreement shall be considered valid unless in writing and signed by the
        party giving such waiver, and no such waiver shall be deemed a waiver
        of any subsequent breach or default or right, whether of the same or
        similar nature or otherwise.

             (f)  This Agreement shall be binding upon and inure to the
        benefit of each party hereto and its successors and assigns.

             (g)  Each party shall take such further action and execute and
        deliver such further documents as may be necessary or appropriate in
        order to carry out the provisions and purposes of this Agreement.

             (h)  All questions concerning the construction, validity,
        enforcement and interpretation of this Agreement shall be governed by
        and construed and enforced in accordance with the internal laws of the
        State of New York, without regard to the principles of conflicts of law
        thereof. Each Debtor agrees that all proceedings concerning the
        interpretations, enforcement and defense of the transactions
        contemplated by this Agreement and the Notes (whether brought against a
        party hereto or its respective affiliates, directors, officers,
        shareholders, partners, members, employees or agents) shall be
        commenced exclusively in the state and federal courts sitting in the
        City of New York, Borough of Manhattan. Each Debtor hereby irrevocably
        submits to the exclusive jurisdiction of the state and federal courts
        sitting in the City of New York, Borough of Manhattan for the
        adjudication of any dispute hereunder or in connection herewith or with
        any transaction contemplated hereby or discussed herein, and hereby
        irrevocably waives, and agrees not to assert in any proceeding, any
        claim that it is not personally subject to the jurisdiction of any such
        court, that such proceeding is improper. Each party hereto hereby
        irrevocably waives personal service of process and consents to process
        being served in any such proceeding by mailing a copy thereof via
        registered or certified mail or overnight delivery (with evidence of
        delivery) to such party at the address in effect for notices to it
        under this Agreement and agrees that such service shall constitute good
        and sufficient service of process and notice thereof. Nothing contained
        herein shall be deemed to limit in any way any right to serve process
        in any manner permitted by law. Each party hereto hereby irrevocably
        waives, to the fullest extent permitted by applicable law, any and all
        right to trial by jury in any legal proceeding arising out of or
        relating to this Agreement or the transactions contemplated hereby. If
        any party shall commence a proceeding to enforce any provisions of this
        Agreement, then the prevailing party in such proceeding shall be
        reimbursed by the other party for its reasonable attorney's fees and
        other costs and expenses incurred with the investigation, preparation
        and prosecution of such proceeding.

             (i)  This Agreement may be executed in any number of
        counterparts, each of which when so executed shall be deemed to be an
        original and, all of which taken together shall constitute one and the
        same Agreement. In the event that any signature is delivered by
        facsimile transmission, such signature shall create a valid binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile
        signature were the original thereof.

                                       21
<PAGE>

             (j)  All Debtors shall jointly and severally be liable for the
        obligations of each Debtor to the Secured Parties hereunder.

             (k)  Each Debtor shall indemnify, reimburse and hold harmless
        the Secured Parties and their respective partners, members,
        shareholders, officers, directors, employees and agents (collectively,
        "Indemnitees") from and against any and all losses, claims,
        liabilities, damages, penalties, suits, costs and expenses, of any kind
        or nature, (including fees relating to the cost of investigating and
        defending any of the foregoing) imposed on, incurred by or asserted
        against such Indemnitee in any way related to or arising from or
        alleged to arise from this Agreement or the Collateral, except any such
        losses, claims, liabilities, damages, penalties, suits, costs and
        expenses which result from the gross negligence or willful misconduct
        of the Indemnitee as determined by a final, nonappealable decision of a
        court of competent jurisdiction. This indemnification provision is in
        addition to, and not in limitation of, any other indemnification
        provision in the Notes, the Purchase Agreement (as such term is defined
        in the Notes) or any other agreement, instrument or other document
        executed or delivered in connection herewith or therewith.

             (l)  Nothing in this Agreement shall be construed to subject
        any Secured Party to liability as a partner in any Debtor or any if its
        direct or indirect subsidiaries that is a partnership or as a member in
        any Debtor or any of its direct or indirect subsidiaries that is a
        limited liability company, nor any Secured Party be deemed to have
        assumed any obligations under any partnership agreement or limited
        liability company agreement, as applicable, of any such Debtor or any
        if its direct or indirect subsidiaries or otherwise, unless and until
        any such Secured Party exercises its right to be substituted for such
        Debtor as a partner or member, as applicable, pursuant hereto.

             (m) To the extent that the grant of the security interest in
        the Collateral and the enforcement of the terms hereof require the
        consent, approval or action of any partner or member, as applicable, of
        any Debtor or any direct or indirect subsidiary of any Debtor or
        compliance with any provisions of any of the Organizational Documents,
        the Debtors hereby grant such consent and approval and waive any such
        noncompliance with the terms of said documents.

                            [SIGNATURE PAGES FOLLOW]


                                       22
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed on the day and year first above written.


GLOBAL AXCESS CORP.


------------------------------------------
Name:
Title:






                                       23
<PAGE>

                 [SIGNATURE PAGE OF HOLDERS TO GLOBAL AXCESS SA]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity: _________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]



                                       24
<PAGE>

                                   SCHEDULE A

                             LOCATION OF COLLATERAL


Principal Place of Business of Debtors:
224 Ponte Vedra Park Drive, Ponte Vedra Beach, FL 32082




Locations Where Collateral is Located or Stored:
224 Ponte Vedra Park Drive, Ponte Vedra Beach, FL 32082

West Columbia, SC

Jacksonville, TX






                                   SCHEDULE B

                          EXISTING LIENS ON COLLATERAL


                           Liens in favor of Wachovia.

                  Capital Leases as noted below, not exclusive;




                                       25
<PAGE>

                                   SCHEDULE C

                    JURISDICTIONS IN WHICH COLLATERAL LOCATED




     Florida

     Texas

     South Carolina




                                       26
<PAGE>

                                   SCHEDULE D

                      ORGANIZATIONAL IDENTIFICATION NUMBERS

                      Global Axcess Corp - FEIN 88-0199674
                Nationwide Money Services Inc. - FEIN 88-0310952
                     EFT Integration Inc. - FEIN 59-3553645
              Electronic Payment & Transfer Corp - FEIN 87-0715743
                    Axcess Technology Corp - FEIN 87-0715746
                               Cash Axcess Corp SA
                            Axcess Technology Corp SA





                                       27
<PAGE>


                                   SCHEDULE E

                         NAMES; MERGERS AND ACQUISITIONS
                                      NAMES
                   Global Axcess Corp, previously Net Holdings
                         Nationwide Money Services Inc.
                              EFT Integration Inc.
                       Electronic Payment & Transfer Corp
                             Axcess Technology Corp
                               Cash Axcess Corp SA
                            Axcess Technology Corp SA


                            MERGERS and ACQUISITIONS
               Only assets purchased from the following entities:
                            Progressive Ventures Inc.
                        Family Heritage Estate Portfolio
                    ATM Networks Inc, D/B/A The Bailey Group
                 Proposed acquisition, Ameri E Com Digital Corp





                                       28
<PAGE>

                                   SCHEDULE F

                              INTELLECTUAL PROPERTY




                                       29
<PAGE>


                                   SCHEDULE G

                                 ACCOUNT DEBTORS

                               Global Axcess Corp
                         Nationwide Money Services Inc.
                              EFT Integration Inc.
                       Electronic Payment & Transfer Corp
                             Axcess Technology Corp
                               Cash Axcess Corp SA
                            Axcess Technology Corp SA





                                       30
<PAGE>

                                   SCHEDULE H

                               PLEDGED SECURITIES







31
<PAGE>


                                     ANNEX A
                                       to
                                    SECURITY
                                    AGREEMENT

                        FORM OF ADDITIONAL DEBTOR JOINDER

             Security Agreement dated as of October 27, 2005 made by
                               Global Axcess Corp.
        and its subsidiaries party thereto from time to time, as Debtors
                               to and in favor of
        the Secured Parties identified therein (the "Security Agreement")


         Reference is made to the Security Agreement as defined above;
capitalized terms used herein and not otherwise defined herein shall have the
meanings given to such terms in, or by reference in, the Security Agreement.

         The undersigned hereby agrees that upon delivery of this Additional
Debtor Joinder to the Secured Parties referred to above, the undersigned shall
(a) be an Additional Debtor under the Security Agreement, (b) have all the
rights and obligations of the Debtors under the Security Agreement as fully and
to the same extent as if the undersigned was an original signatory thereto and
(c) be deemed to have made the representations and warranties set forth in
Section ___ therein as of the date of execution and delivery of this Additional
Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN
THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND
ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH
THEREIN.

         Attached hereto are supplemental and/or replacement Schedules to the
Security Agreement, as applicable.

         An executed copy of this Joinder shall be delivered to the Secured
Parties, and the Secured Parties may rely on the matters set forth herein on or
after the date hereof. This Joinder shall not be modified, amended or terminated
without the prior written consent of the Secured Parties.


<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Joinder to be
executed in the name and on behalf of the undersigned.

                               [Name of Additional Debtor]

                               By:
                               Name:
                               Title:

                               Address:





Dated: