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.
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             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

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                  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).

             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.

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                  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.

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<PAGE>

                  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.

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             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.

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             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.

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             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.

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             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.

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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
<PAGE>

                  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
<PAGE>

             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
<PAGE>

                  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.


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




                                    13 of 15
<PAGE>


                               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: __________________________________________________________________________


<PAGE>

                                 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.