SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this "Agreement") is dated as of
October 27, 2005 between Global Axcess Corp., a Nevada corporation whose
principal place of business is located at 224 Ponte Vedra Park Drive, Ponte
Vedra Beach, Florida 32802 (the "Company"), and the Purchaser(s) listed on
Schedule A attached hereto (including its successors and assigns, the
"Purchasers").

         WHEREAS, subject to the terms and conditions set forth in this
Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act") and Rule 506 promulgated thereunder, the Company desires
to issue and sell to the Purchasers, and each Purchaser desires to purchase from
the Company, securities of the Company as more fully described in this
Agreement.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree
as follows:

                                   ARTICLE I.
                                  DEFINITIONS

         1.1  Definitions. In addition to the terms defined elsewhere in this
Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Notes (as defined herein), and (b) the
following terms have the meanings indicated in this Section 1.1:

              "Action" shall have the meaning ascribed to such term in Section
         3.1(j).

              "Affiliate" means any Person that, directly or indirectly through
         one or more intermediaries, controls or is controlled by or is under
         common control with a Person, as such terms are used in and construed
         under Rule 144 under the Securities Act. With respect to a Purchaser,
         any investment fund or managed account that is managed on a
         discretionary basis by the same investment manager as the Purchaser
         will be deemed to be an Affiliate of the Purchaser.

              "Closing" means the closing of the purchase and sale of the
         Securities pursuant to Section 2.1.

              "Closing Date" means the Trading Day when all of the Transaction
         Documents have been executed and delivered by the applicable parties
         thereto, and all conditions precedent to (i) the Purchasers'
         obligations to pay the Subscription Amount and (ii) the Company's
         obligations to deliver the Securities have been satisfied or waived.

              "Commission" means the Securities and Exchange Commission.

              "Common Stock" means the common stock of the Company, par value
         $0.001, and any securities into which such common stock shall
         hereinafter have been reclassified into.

              "Common Stock Equivalents" means any securities of the Company or
         the Subsidiaries which would entitle the holder thereof to acquire at
         any time Common Stock, including without limitation, any debt,
         preferred stock, rights, options, warrants or other instrument that is
         at any time convertible into or exchangeable for, or otherwise entitles
         the holder thereof to receive, Common Stock.
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              "Company Counsel" means Sichenzia Ross Friedman Ference LLP.
         "Conversion Price" shall have the meaning ascribed to such term in the
         Note.

              "Disclosure Schedules" shall have the meaning ascribed to such
         term in Section 3.1 hereof.

              "Effective Date" means the date that the initial Registration
         Statement filed by the Company pursuant to the Registration Rights
         Agreement is first declared effective by the Commission.

              "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

              "Exempt Issuance" means the issuance of (a) shares of Common Stock
         or options to employees, officers or directors of the Company pursuant
         to any stock or option plan duly adopted by a majority of the
         non-employee members of the Board of Directors of the Company or a
         majority of the members of a committee of non-employee directors
         established for such purpose, (b) securities upon the exercise of or
         conversion of any securities issued hereunder, convertible securities,
         options or warrants issued and outstanding on the date of this
         Agreement, provided that such securities have not been amended since
         the date of this Agreement to increase the number of such securities or
         (c) shares of common stock issued in connection with the offering of up
         to $2,000,000 in shares of common stock at $1.25 per share (the
         "Current Offering").

              "GAAP" shall have the meaning ascribed to such term in Section
         3.1(h) hereof.

              "Liens" means a lien, charge, security interest, encumbrance,
         right of first refusal, preemptive right or other restriction.

              "Material Adverse Effect" shall have the meaning assigned to such
         term in Section 3.1(b) hereof.

              "Material Permits" shall have the meaning ascribed to such term in
         Section 3.1(m).

              "Notes" means the 9% Senior Subordinated Secured Convertible Notes
         due, subject to the terms therein, three years from its date of
         issuance, issued by the Company to the Purchasers hereunder, in the
         form of Exhibit A.

              "Person" means an individual or corporation, partnership, trust,
         incorporated or unincorporated association, joint venture, limited
         liability company, joint stock company, government (or an agency or
         subdivision thereof) or other entity of any kind.

              "Proceeding" means an action, claim, suit, investigation or
         proceeding (including, without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

              "Registration Rights Agreement" means the Registration Rights
         Agreement, dated the date hereof, among the Company and the Purchaser,
         in the form of Exhibit C attached hereto.

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              "Registration Statement" means a registration statement meeting
         the requirements set forth in the Registration Rights Agreement and
         covering the resale of the Underlying Shares by the Purchaser as
         provided for in the Registration Rights Agreement.

              "Required Approvals" shall have the meaning ascribed to such term
         in Section 3.1(e).

              "Required Minimum" means, as of any date, the maximum aggregate
         number of shares of Common Stock then issued or potentially issuable in
         the future pursuant to the Transaction Documents, including any
         Underlying Shares issuable upon exercise or conversion in full of all
         Warrants and Notes (including Underlying Shares issuable as payment of
         interest), ignoring any conversion or exercise limits set forth
         therein, and assuming that the Conversion Price is at all times on and
         after the date of determination 75% of the then Conversion Price on the
         Trading Day immediately prior to the date of determination.

              "Rule 144" means Rule 144 promulgated by the Commission pursuant
         to the Securities Act, as such Rule may be amended from time to time,
         or any similar rule or regulation hereafter adopted by the Commission
         having substantially the same effect as such Rule.

              "SEC Reports" shall have the meaning ascribed to such term in
         Section 3.1(h) hereof.

              "Securities" means the Notes, the Warrants and the Underlying
         Shares.

              "Securities Act" means the Securities Act of 1933, as amended.

              "Security Agreement" means the Security Agreement, dated the date
         hereof, between the Company and the Purchaser, in the form of Exhibit D
         attached hereto.

              "Security Documents" means the Security Agreement, the Subsidiary
         Guarantee(s) and any other documents and filings required thereunder in
         order to grant the Purchasers a perfected security interest in all of
         the assets of the Company, including all UCC-1 filing receipts.

              "Subscription Amount" means, as to the Purchasers, the aggregate
         amount to be paid for Notes and Warrants purchased hereunder as
         specified below the Purchasers' name on the signature page of this
         Agreement and next to the heading "Subscription Amount", in United
         States Dollars and in immediately available funds.

              "Subsidiary" means any subsidiary of the Company as set forth on
         Schedule 3.1(a).

              "Subsidiary Guarantee(s)" means the Subsidiary Guarantee(s), dated
         the date hereof, among each of the Subsidiaries and the Purchaser, in
         the form of Exhibit E attached hereto.

              "Trading Day" means a day on which the Common Stock is traded on a
         Trading Market.

              "Trading Market" means the following markets or exchanges on which
         the Common Stock is listed or quoted for trading on the date in
         question: the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

              "Transaction Documents" means this Agreement, the Notes, the
         Warrants, the Security Agreement, the Subsidiary Guarantee(s), the
         Registration Rights Agreement and any other documents or agreements
         executed in connection with the transactions contemplated hereunder.

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              "Underlying Shares" means the shares of Common Stock issuable upon
         conversion of the Notes and the Warrant Shares,

              "VWAP" means, for any date, the price determined by the first of
         the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the primary Trading Market on which the Common Stock is then listed
         or quoted as reported by Bloomberg Financial L.P. (based on a Trading
         Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP
         function; (b) if the Common Stock is not then listed or quoted on the
         Trading Market and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the Pink Sheets, LLC (or a similar
         organization or agency succeeding to its functions of reporting
         prices), the most recent bid price per share of the Common Stock so
         reported; or (c) in all other cases, the fair market value of a share
         of Common Stock as determined by a nationally recognized-independent
         appraiser selected in good faith by Purchaser holding a majority of the
         principal amount of Notes then outstanding.

              "Warrants" means collectively the Common Stock purchase warrants,
         in the form of Exhibit B delivered to the Purchasers at the Closing in
         accordance with Section 2.2(a) hereof, which Warrants shall be
         exercisable immediately and have a term of exercise equal to five
         years.

              "Warrant Shares" means the shares of Common Stock issuable upon
         exercise of the Warrants.

                                  ARTICLE II.
                               PURCHASE AND SALE

         2.1  Closing. On the Closing Date, upon the terms and subject to the
conditions set forth herein, concurrent with the execution and delivery of this
Agreement by the parties hereto, the Company agrees to sell, and the Purchasers
agree to purchase, $3,500,000 aggregate principal amount of the Notes, secured
by a second priority lien, more fully described in the Security Agreement, on
all assets of the Company (including a pledge of the shares of the Company's
Subsidiaries).

Each Purchaser shall deliver to the Company via wire transfer immediately
available funds equal to its Subscription Amount and the Company shall deliver
to each Purchaser its Note and Warrants as determined pursuant to Section
2.2(a), and the other items set forth in Section 2.2 issuable at the Closing.
Upon satisfaction of the conditions set forth in Section 2.2, the Closing shall
occur at the offices of the Company, or such other location as the parties shall
mutually agree.

         2.2  Deliveries.

              a) On the Closing Date, the Company shall deliver to the counsel
                 for the Purchasers with respect to the Purchasers the
                 following:

                 (i)    this Agreement duly executed by the Company;

                 (ii)   a Note with a principal amount equal to each Purchaser's
                        Subscription Amount, registered in the name of such
                        Purchaser;

                 (iii)  Warrants registered in the name of the Purchasers to
                        purchase 910,000 shares of Common Stock of the Company
                        with an exercise price of $1.75 per share;

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<PAGE>

                 (iv)   the Registration Rights Agreement duly executed by the
                        Company;

                 (v)    the Security Agreement, duly executed by the Company and
                        the Subsidiaries, along with all the Security Documents;

                 (vi)   the Subsidiary Guarantee(s), duly executed by the
                        Subsidiaries; and

                 (vii)  a legal opinion of Company Counsel.

              b) On the Closing Date, each Purchaser shall deliver or cause to
                 be delivered to Company Counsel the following:

                 (i)    this Agreement duly executed by such Purchaser;

                 (ii)   the Purchaser's Subscription Amount by wire transfer to
                        the account of the Company;

                 (iii)  the Registration Rights Agreement duly executed by such
                        Purchaser; and

                 (iv)   the Security Agreement, duly executed by such Purchaser.


         2.3  Closing Conditions.

              a) The obligations of the Company hereunder in connection with
                 the Closing are subject to the following conditions being met:

                 (i)    the accuracy in all material respects when made and on
                        the Closing Date of the representations and warranties
                        of the Purchasers contained herein;

                 (ii)   all obligations, covenants and agreements of each
                        Purchaser required to be performed at or prior to the
                        Closing Date shall have been performed; and

                 (iii)  the delivery by each Purchaser of the items set forth in
                        Section 2.2(b) of this Agreement.

              b) The respective obligations of each Purchaser hereunder in
                 connection with the Closing are subject to the following
                 conditions being met:

                 (i)    the accuracy in all material respects on the Closing
                        Date of the representations and warranties of the
                        Company contained herein;

                 (ii)   all obligations, covenants and agreements of the Company
                        required to be performed at or prior to the Closing Date
                        shall have been performed;

                 (iii)  such Purchaser shall be satisfied with the results of
                        its due diligence investigation of the Company;

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                 (iv)   such Purchaser shall be satisfied with the Company's
                        current and projected uses of cash;

                 (v)    the delivery by the Company of the items set forth in
                        Section 2.2(a) of this Agreement;

                 (vi)   all obligations of the Company shall be subordinated in
                        right of payment to the Notes (other than those in favor
                        of the Senior Lender (as herein defined)) which shall
                        not exceed $5.0 million;

                 (vii)  such Purchaser being satisfied with the terms of the
                        acquisition of the ATM portfolio and any equity
                        investments in the Company;

                 (viii) completion of the acquisition of the ATM portfolio;

                 (ix)   there shall have been no Material Adverse Effect with
                        respect to the Company and its Subsidiaries since the
                        date hereof; and

                 (x)    No banking moratorium have been declared either by the
                        United States or New York State authorities nor shall
                        there have occurred any material outbreak or escalation
                        of hostilities or other national or international
                        calamity of such magnitude in its effect on, or any
                        material adverse change in, any financial markets which,
                        in each case, in the reasonable judgment of such
                        Purchaser, makes it impracticable or inadvisable to
                        purchase the Notes at the Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

         3.1  Representations and Warranties of the Company. Except as set forth
in the Disclosure Schedule which Disclosure Schedule shall be deemed a part
hereof, the Company hereby makes the representations and warranties set forth
below to the Purchaser.

              (a) Subsidiaries. All of the direct and indirect subsidiaries of
         the Company are set forth in the Disclosure Schedule. The Company owns,
         directly or indirectly, all of the capital stock or other equity
         interests of each Subsidiary free and clear of any Liens (other than
         the Liens in favor of Wachovia Bank (the "Senior Lender"), and all the
         issued and outstanding shares of capital stock of each Subsidiary are
         validly issued and are fully paid, non-assessable and free of
         preemptive and similar rights to subscribe for or purchase securities.

              (b) Organization and Qualification. Each of the Company and the
         Subsidiaries is an entity duly incorporated or otherwise organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation or organization (as applicable), with
         the requisite power and authority to own and use its properties and
         assets and to carry on its business as currently conducted. Neither the
         Company nor any Subsidiary is in violation or default of any of the
         provisions of its respective certificate or articles of incorporation,
         bylaws or other organizational or charter documents. Each of the
         Company and the Subsidiaries is duly qualified to conduct business and
         is in good standing as a foreign corporation or other entity in each
         jurisdiction in which the nature of the business conducted or property
         owned by it makes such qualification necessary, except where the
         failure to be so qualified or in good standing, as the case may be,
         could not have or reasonably be expected to result in (i) a material
         adverse effect on the legality, validity or enforceability of any
         Transaction Document, (ii) a material adverse effect on the results of
         operations, assets, business, prospects or financial condition of the
         Company and the Subsidiaries, taken as a whole, or (iii) a material
         adverse effect on the Company's ability to perform in any material
         respect on a timely basis its obligations under any Transaction
         Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and
         no Proceeding has been instituted in any such jurisdiction revoking,
         limiting or curtailing or seeking to revoke,
         limit or curtail such power and authority or qualification.

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              (c) Authorization; Enforcement. The Company has the requisite
         corporate power and authority to enter into and to consummate the
         transactions contemplated by each of the Transaction Documents and
         otherwise to carry out its obligations thereunder. The execution and
         delivery of each of the Transaction Documents by the Company and the
         consummation by it of the transactions contemplated thereby have been
         duly authorized by all necessary action on the part of the Company and
         no further action is required by the Company in connection therewith
         other than in connection with the Required Approvals. Each Transaction
         Document has been (or upon delivery will have been) duly executed by
         the Company and, when delivered in accordance with the terms hereof,
         will constitute the valid and binding obligation of the Company
         enforceable against the Company in accordance with its terms except (i)
         as limited by applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws of general application affecting enforcement
         of creditors' rights generally and (ii) as limited by laws relating to
         the availability of specific performance, injunctive relief or other
         equitable remedies.

              (d) No Conflicts. The execution, delivery and performance of the
         Transaction Documents by the Company and the consummation by the
         Company of the other transactions contemplated thereby do not and will
         not: (i) conflict with or violate any provision of the Company's or any
         Subsidiary's certificate or articles of incorporation, bylaws or other
         organizational or charter documents, 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, result in the creation of any Lien
         upon any of the properties or assets of the Company or any Subsidiary,
         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 a
         Company or Subsidiary debt or otherwise) or other understanding to
         which the Company or any Subsidiary is a party or by which any property
         or asset of the Company or any Subsidiary is bound or affected, or
         (iii) subject to the Required Approvals, conflict with or result in a
         violation of any law, rule, regulation, order, judgment, injunction,
         decree or other restriction of any court or governmental authority to
         which the Company or a Subsidiary is subject (including federal and
         state securities laws and regulations), or by which any property or
         asset of the Company or a Subsidiary is bound or affected; except in
         the case of each of clauses (ii) and (iii), such as could not have or
         reasonably be expected to result in a Material Adverse Effect.

              (e) Filings, Consents and Approvals. Except as set forth in the
         Disclosure Schedule, the Company is not required to obtain any consent,
         waiver, authorization or order of, give any notice to, or make any
         filing or registration with, any court or other federal, state, local
         or other governmental authority or other Person in connection with the
         execution, delivery and performance by the Company of the Transaction
         Documents.

              (f) Issuance of the Securities. The Securities are duly authorized
         and, when issued and paid for in accordance with the applicable
         Transaction Documents, will be duly and validly issued, fully paid and
         nonassessable, free and clear of all Liens imposed by the Company other
         than restrictions on transfer provided for in the Transaction
         Documents. The Underlying Shares, when issued in accordance with the
         terms of the Transaction Documents, will be validly issued, fully paid
         and nonassessable, free and clear of all Liens imposed by the Company.
         The Company has reserved from its duly authorized capital stock a
         number of shares of Common Stock for issuance of the Underlying Shares
         at least equal to the Required Minimum on the date hereof. The Company
         has not, and to the knowledge of the Company, no Affiliate of the
         Company has sold, offered for sale or solicited offers to buy or
         otherwise negotiated in respect of any security (as defined in Section
         2 of the Securities Act) that would be integrated with the offer or
         sale of the Securities in a manner that would require the registration
         under the Securities Act of the sale of the Securities to the
         Purchaser, or that would be integrated with the offer or sale of the
         Securities for purposes of the rules and regulations of any Trading
         Market.

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              (g) Capitalization. The capitalization of the Company is as set
         forth in the Description of Securities section of the Disclosure
         Schedule. Other than as set forth on the Disclosure Schedule, the
         Company and the Subsidiaries have no indebtedness. The Company has not
         issued any capital stock since ______________. No Person has any right
         of first refusal, preemptive right, right of participation, or any
         similar right to participate in the transactions contemplated by the
         Transaction Documents. Except as set forth in the Disclosure Schedule,
         as a result of the purchase and sale of the Securities, there are no
         outstanding options, warrants, script rights to subscribe to, calls or
         commitments of any character whatsoever relating to, or securities,
         rights or obligations convertible into or exchangeable for, or giving
         any Person any right to subscribe for or acquire, any shares of Common
         Stock, or contracts, commitments, understandings or arrangements by
         which the Company or any Subsidiary is or may become bound to issue
         additional shares of Common Stock, or securities or rights convertible
         or exchangeable into shares of Common Stock. The issuance and sale of
         the Securities will not obligate the Company to issue shares of Common
         Stock or other securities to any Person (other than the Purchaser) and
         will not result in a right of any holder of Company securities to
         adjust the exercise, conversion, exchange or reset price under such
         securities. All of the outstanding shares of capital stock of the
         Company are validly issued, fully paid and nonassessable, have been
         issued in compliance with all federal and state securities laws, and
         none of such outstanding shares was issued in violation of any
         preemptive rights or similar rights to subscribe for or purchase
         securities. No further approval or authorization of any stockholder,
         the Board of Directors of the Company or others is required for the
         issuance and sale of the Securities. There are no stockholders
         agreements, voting agreements or other similar agreements with respect
         to the Company's capital stock to which the Company is a party or, to
         the knowledge of the Company, between or among any of the Company's
         stockholders.

              (h) SEC Reports; Financial Statements. The Company has filed all
         reports required to be filed by it under the Securities Act and the
         Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
         the two years preceding the date hereof (or such shorter period as the
         Company was required by law to file such material) (the foregoing
         materials, including the exhibits thereto, being collectively referred
         to herein as the "SEC Reports") on ----------- a timely basis or has
         received a valid extension of such time of filing and has filed any
         such SEC Reports prior to the expiration of any such extension. As of
         their respective dates, the SEC Reports complied in all material
         respects with the requirements of the Securities Act and the Exchange
         Act and the rules and regulations of the Commission promulgated
         thereunder, and none of the SEC Reports, when filed, contained any
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The financial statements of the Company comply in
         all material respects with applicable accounting requirements and the
         rules and regulations of the Commission with respect thereto as in
         effect at the time of filing. Such financial statements have been
         prepared in accordance with United States generally accepted accounting
         principles applied on a consistent basis during the periods involved
         ("GAAP"), except as may be otherwise specified in such financial ----
         statements or the notes thereto and except that unaudited financial
         statements may not contain all footnotes required by GAAP, and fairly
         present in all material respects the financial position of the Company
         and its consolidated subsidiaries as of and for the dates thereof and
         the results of operations and cash flows for the periods then ended,
         subject, in the case of unaudited statements, to normal, immaterial,
         year-end audit adjustments.

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              (i) Material Changes. Since the date of the latest audited
         financial statements, (i) there has been no event, occurrence or
         development that has had or that could reasonably be expected to result
         in a Material Adverse Effect, (ii) the Company has not incurred any
         liabilities (contingent or otherwise) other than (A) trade payables and
         accrued expenses incurred in the ordinary course of business consistent
         with past practice and (B) liabilities not required to be reflected in
         the Company's financial statements pursuant to GAAP or required to be
         disclosed in filings made with the Commission, (iii) the Company has
         not altered its method of accounting, (iv) the Company has not declared
         or made any dividend or distribution of cash or other property to its
         stockholders or purchased, redeemed or made any agreements to purchase
         or redeem any shares of its capital stock and (v) the Company has not
         issued any equity securities to any officer, director or Affiliate,
         except pursuant to existing Company stock option plans. The Company
         does not have pending before the Commission any request for
         confidential treatment of information.

              (j) Litigation. Other than as set forth in the Disclosure Schedule
         under the caption "Legal Proceedings," there is no action, suit,
         inquiry, notice of violation, proceeding or investigation pending or,
         to the knowledge of the Company, threatened against or affecting the
         Company, any Subsidiary or any of their respective properties before or
         by any court, arbitrator, governmental or administrative agency or
         regulatory authority (federal, state, county, local or foreign)
         (collectively, an "Action") which (i) adversely affects or challenges
         the legality, validity or enforceability of any of the Transaction
         Documents or the Securities or (ii) could, if there were an unfavorable
         decision, have or reasonably be expected to result in a Material
         Adverse Effect. Neither the Company nor any Subsidiary, nor any
         director or officer thereof, is or has been the subject of any Action
         involving a claim of violation of or liability under federal or state
         securities laws or a claim of breach of fiduciary duty. There has not
         been, and to the knowledge of the Company, there is not pending or
         contemplated, any investigation by the Commission involving the Company
         or any current or former director or officer of the Company. The
         Commission has not issued any stop order or other order suspending the
         effectiveness of any registration statement filed by the Company or any
         Subsidiary under the Exchange Act or the Securities Act.

              (k) Labor Relations. No material labor dispute exists or, to the
         knowledge of the Company, is imminent with respect to any of the
         employees of the Company which could reasonably be expected to result
         in a Material Adverse Effect.

              (l) Compliance. Neither the Company nor any Subsidiary (i) is in
         default under or in violation of (and no event has occurred that has
         not been waived that, with notice or lapse of time or both, would
         result in a default by the Company or any Subsidiary under), nor has
         the Company or any Subsidiary received notice of a claim that it is in
         default under or that it is in violation of, any indenture, loan or
         credit agreement or any other agreement or instrument to which it is a
         party or by which it or any of its properties is bound (whether or not
         such default or violation has been waived), (ii) is in violation of any
         order of any court, arbitrator or governmental body, or (iii) is or has
         been in violation of any statute, rule or regulation of any
         governmental authority, including without limitation all foreign,
         federal, state and local laws applicable to its business except in each
         case as could not have a Material Adverse Effect.

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              (m) Regulatory Permits. The Company and the Subsidiaries possess
         all certificates, authorizations and permits issued by the appropriate
         federal, state, local or foreign regulatory authorities necessary to
         conduct their respective businesses, except where the failure to
         possess such permits could not have or reasonably be expected to result
         in a Material Adverse Effect ("Material Permits"), and neither the
         Company nor any Subsidiary has received any notice of proceedings
         relating to the revocation or modification of any Material Permit.

              (n) Title to Assets. The Company and the Subsidiaries have good
         and marketable title in fee simple to all real property owned by them
         that is material to the business of the Company and the Subsidiaries
         and good and marketable title in all personal property owned by them
         that is material to the business of the Company and the Subsidiaries,
         in each case free and clear of all Liens, except for (i) Liens as do
         not materially affect the value of such property and do not materially
         interfere with the use made and proposed to be made of such property by
         the Company and the Subsidiaries, (ii) Liens for the payment of
         federal, state or other taxes, the payment of which is neither
         delinquent nor subject to penalties and (iii) Liens held by the Senior
         Lender and any capital leases held on ATMs and other equipment. Any
         real property and facilities held under lease by the Company and the
         Subsidiaries are held by them under valid, subsisting and enforceable
         leases of which the Company and the Subsidiaries are in compliance.

              (o) Patents and Trademarks. The Company and the Subsidiaries have,
         or have rights to use, all patents, patent applications, trademarks,
         trademark applications, service marks, trade names, copyrights,
         licenses and other similar rights necessary or material for use in
         connection with their respective businesses and which the failure to so
         have could have a Material Adverse Effect (collectively, the
         "Intellectual Property Rights"). Neither the Company nor any Subsidiary
         has received a written notice that the Intellectual Property Rights
         used by the Company or any Subsidiary violates or infringes upon the
         rights of any Person. To the knowledge of the Company, all such
         Intellectual Property Rights are enforceable and there is no existing
         infringement by another Person of any of the Intellectual Property
         Rights of others.

              (p) Insurance. The Company and the Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which the Company and the Subsidiaries are engaged, at
         least equal to the aggregate Subscription Amount. To the best of
         Company's knowledge, such insurance contracts and policies are accurate
         and complete. Neither the Company nor any Subsidiary has any reason to
         believe that it will not be able to renew its existing insurance
         coverage as and when such coverage expires or to obtain similar
         coverage from similar insurers as may be necessary to continue its
         business without a significant increase in cost.

              (q) Transactions With Affiliates and Employees. None of the
         officers or directors of the Company and, to the knowledge of the
         Company, none of the employees of the Company is presently a party to
         any transaction with the Company or any Subsidiary (other than for
         services as employees, officers and directors), including any contract,
         agreement or other arrangement providing for the furnishing of services
         to or by, providing for rental of real or personal property to or from,
         or otherwise requiring payments to or from any officer, director or
         such employee or, to the knowledge of the Company, any entity in which
         any officer, director, or any such employee has a substantial interest
         or is an officer, director, trustee or partner, in each case in excess
         of $50,000 other than (i) for payment of salary or consulting fees for
         services rendered, (ii) reimbursement for expenses incurred on behalf
         of the Company and (iii) for other employee benefits, including stock
         option agreements under any stock option plan of the Company.

                                    10 of 27
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              (r) Sarbanes-Oxley; Internal Accounting Controls. The Company is
         in material compliance with all provisions of the Sarbanes-Oxley Act of
         2002 which are applicable to it as of the Closing Date. The Company and
         the Subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurance that (i) transactions are
         executed in accordance with management's general or specific
         authorizations, (ii) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with GAAP and to
         maintain asset accountability, (iii) access to assets is permitted only
         in accordance with management's general or specific authorization, and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences. The Company has established disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) for the Company and designed such disclosure controls and
         procedures to ensure that material information relating to the Company,
         including its Subsidiaries, is made known to the certifying officers by
         others within those entities, particularly during the period in which
         the Company's most recently filed periodic report under the Exchange
         Act, as the case may be, is being prepared. The Company's certifying
         officers have evaluated the effectiveness of the Company's controls and
         procedures as of the date prior to the filing date of the most recently
         filed periodic report under the Exchange Act (such date, the
         "Evaluation Date"). The Company presented in its most recently filed
         periodic report under the Exchange Act the conclusions of the
         certifying officers about the effectiveness of the disclosure controls
         and procedures based on their evaluations as of the Evaluation Date.
         Since the Evaluation Date, there have been no significant changes in
         the Company's internal controls (as such term is defined in Item 307(b)
         of Regulation S-K under the Exchange Act) or, to the Company's
         knowledge, in other factors that could significantly affect the
         Company's internal controls.

              (s) Certain Fees. Except as set forth in the Disclosure Schedule
         under the caption "Recent Sales of Unregistered Securities; Use of
         Proceeds from Registered Securities," no brokerage or finder's fees or
         commissions are or will be payable by the Company to any broker,
         financial advisor or consultant, finder, placement agent, investment
         banker, bank or other Person with respect to the transactions
         contemplated by this Agreement. The Purchaser shall have no obligation
         with respect to any fees or with respect to any claims made by or on
         behalf of other Persons for fees of a type contemplated in this Section
         that may be due in connection with the transactions contemplated by
         this Agreement.

              (t) Private Placement. Assuming the accuracy of the Purchasers
         representations and warranties set forth in Section 3.2, no
         registration under the Securities Act is required for the offer and
         sale of the Securities by the Company to the Purchaser as contemplated
         hereby. The issuance and sale of the Securities hereunder does not
         contravene the rules and regulations of the Trading Market.

              (u) Investment Company. The Company is not, and is not an
         Affiliate of, and immediately after receipt of payment for the
         Securities, will not be or be an Affiliate of, an "investment company"
         within the meaning of the Investment Company Act of 1940, as amended.
         The Company shall conduct its business in a manner so that it will not
         become subject to the Investment Company Act.

                                    11 of 27
<PAGE>

              (v) Registration Rights. Except as contemplated by the
         transactions hereunder and as set forth in the Disclosure Schedule, no
         Person has any right to cause the Company to effect the registration
         under the Securities Act of any securities of the Company.

              (w) Reserved.

              (x) Application of Takeover Protections. The Company and its Board
         of Directors have taken all necessary action, if any, in order to
         render inapplicable any control share acquisition, business
         combination, poison pill (including any distribution under a rights
         agreement) or other similar anti-takeover provision under the Company's
         Certificate of Incorporation (or similar charter documents) or the laws
         of its state of incorporation that is or could become applicable to the
         Purchasers as a result of the Purchasers and the Company fulfilling
         their obligations or exercising their rights under the Transaction
         Documents, including without limitation as a result of the Company's
         issuance of the Securities and the Purchasers' ownership of the
         Securities.

              (y) Disclosure. The Company confirms that neither it nor any other
         Person acting on its behalf has provided any of the Purchasers or their
         agents or counsel with any information that constitutes or might
         constitute material, nonpublic information. The Company understands and
         confirms that each Purchaser will rely on the foregoing representations
         and covenants in effecting transactions in securities of the Company.
         All disclosure provided to the Purchasers regarding the Company, its
         business and the transactions contemplated hereby, including the
         Disclosure Schedules to this Agreement, furnished by or on behalf of
         the Company with respect to the representations and warranties made
         herein are true and correct with respect to such representations and
         warranties and do not contain any untrue statement of a material fact
         or omit to state any material fact necessary in order to make the
         statements made therein, in light of the circumstances under which they
         were made, not misleading. The Company acknowledges and agrees that no
         Purchaser makes or has made any representations or warranties with
         respect to the transactions contemplated hereby other than those
         specifically set forth in Section 3.2 hereof.

              (z) No Integrated Offering. Assuming the accuracy of the
         Purchaser's representations and warranties set forth in Section 3.2,
         neither the Company, nor any of its affiliates, nor any Person acting
         on its or their behalf has, directly or indirectly, made any offers or
         sales of any security or solicited any offers to buy any security,
         under circumstances that would cause this offering of the Securities to
         be integrated with prior offerings by the Company for purposes of the
         Securities Act or any applicable shareholder approval provisions,
         including, without limitation, under the rules and regulations of any
         exchange or automated quotation system on which any of the securities
         of the Company are listed or designated.

              (aa) Solvency. Based on the financial condition of the Company as
         of the Closing Date after giving effect to the receipt by the Company
         of the proceeds from the sale of the Securities hereunder, (i) the
         Company's fair saleable value of its assets exceeds the amount that
         will be required to be paid on or in respect of the Company's existing
         debts and other liabilities (including known contingent liabilities) as
         they mature; (ii) the Company's assets do not constitute unreasonably
         small capital to carry on its business for the current fiscal year as
         now conducted and as proposed to be conducted including its capital
         needs taking into account the particular capital requirements of the
         business conducted by the Company, and projected capital requirements
         and capital availability thereof; and (iii) the current cash flow of
         the Company, together with the proceeds the Company would receive, were
         it to liquidate all of its assets, after taking into account all
         anticipated uses of the cash, would be sufficient to pay all amounts on
         or in respect of its debt when such amounts are required to be paid.
         The Company does not intend to incur debts beyond its ability to pay
         such debts as they mature (taking into account the timing and amounts
         of cash to be payable on or in respect of its debt). The Company has no
         knowledge of any facts or circumstances which lead it to believe that
         it will file for reorganization or liquidation under the bankruptcy or
         reorganization laws of any jurisdiction within one year from the
         Closing Date. The financial statements of the Company set forth as of
         the dates thereof all outstanding secured and unsecured Indebtedness of
         the Company or any Subsidiary, or for which the Company or any
         Subsidiary has commitments. For the purposes of this Agreement,
         "Indebtedness" shall mean (a) any liabilities for borrowed money or
         amounts owed in excess of $50,000 (other than trade accounts payable
         incurred in the ordinary course of business), (b) all guaranties,
         endorsements and other contingent obligations in respect of
         Indebtedness of others, whether or not the same are or should be
         reflected in the Company's balance sheet (or the notes thereto), except
         guaranties by endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;
         and (c) the present value of any lease payments in excess of $50,000
         due under leases required to be capitalized in accordance with GAAP.
         Neither the Company nor any Subsidiary is in default with respect to
         any Indebtedness.

                                    13 of 27
<PAGE>

              (bb) Tax Status. Except for matters that would not, individually
         or in the aggregate, have or reasonably be expected to result in a
         Material Adverse Effect, the Company and each Subsidiary has filed all
         necessary federal, state and foreign income and franchise tax returns
         and has paid or accrued all taxes shown as due thereon, and the Company
         has no knowledge of a tax deficiency which has been asserted or
         threatened against the Company or any Subsidiary.

              (cc) No General Solicitation. Neither the Company nor any person
         acting on behalf of the Company has offered or sold any of the
         Securities by any form of general solicitation or general advertising.
         The Company has offered the Securities for sale only to the Purchaser
         and certain other "accredited investors" within the meaning of Rule 501
         under the Securities Act.

              (dd) Foreign Corrupt Practices. Neither the Company, nor to the
         knowledge of the Company, any agent or other person acting on behalf of
         the Company, has (i) directly or indirectly, used any corrupt funds for
         unlawful contributions, gifts, entertainment or other unlawful expenses
         related to foreign or domestic political activity, (ii) made any
         unlawful payment to foreign or domestic government officials or
         employees or to any foreign or domestic political parties or campaigns
         from corporate funds, (iii) failed to disclose fully any contribution
         made by the Company (or made by any person acting on its behalf of
         which the Company is aware) which is in violation of law, or (iv)
         violated in any material respect any provision of the Foreign Corrupt
         Practices Act of 1977, as amended

              (ee) Accountants. The Company's accountants are Kirkland, Russ,
         Murphy & Tapp, LLC. To the Company's knowledge, such accountants, who
         the Company expects will express their opinion with respect to the
         financial statements for the year ending December 31, 2005, are a
         registered public accounting firm as required by the Securities Act.

              (ff) Seniority. As of the Closing Date, no indebtedness or other
         equity of the Company is senior to, or pari passu with, the Notes in
         right of payment, whether with respect to interest or upon liquidation
         or dissolution, or otherwise, other than indebtedness in favor of the
         Senior Lender, indebtedness secured by purchase money security
         interests (which is senior only as to underlying assets covered
         thereby) and capital lease obligations (which is senior only as to the
         property covered thereby).

                                    13 of 27
<PAGE>

              (gg) No Disagreements with Accountants and Lawyers. There are no
         disagreements of any kind presently existing, or reasonably anticipated
         by the Company to arise, between the accountants and lawyers formerly
         or presently employed by the Company and the Company is current with
         respect to any fees owed to its accountants and lawyers. By making this
         representation the Company does not, in any manner, waive the
         attorney/client privilege or the confidentiality of the communications
         between the Company and its lawyers.

              (hh) Acknowledgment Regarding Purchaser's Purchase of Securities.
         The Company acknowledges and agrees that each of the Purchaser is
         acting solely in the capacity of an arm's length purchaser with respect
         to the Transaction Documents and the transactions contemplated hereby.
         The Company further acknowledges that no Purchaser is acting as a
         financial advisor or fiduciary of the Company (or in any similar
         capacity) with respect to this Agreement and the transactions
         contemplated hereby and any advice given by any Purchaser or any of
         their respective representatives or agents in connection with this
         Agreement and the transactions contemplated hereby is merely incidental
         to the Purchaser's purchase of the Securities. The Company further
         represents to the Purchasers that the Company's decision to enter into
         this Agreement has been based solely on the independent evaluation of
         the transactions contemplated hereby by the Company and its
         representatives. The Company further acknowledges that in addition to
         purchasing Securities, the Purchasers or their affiliates may directly
         or indirectly own Common Stock and Preferred Stock in the Company and
         that such parties, exercising their rights hereunder may adversely
         impact their other holdings as well as the other equity holders in the
         Company.

              (ii) Reserved.

              (jj) Marketing. The Company agrees to spend reasonable amounts to
         market the Company, and it will use an investor relations firm and
         investor service program satisfactory to the Purchaser. The Company
         will issue a press release or file a form 8-K publicly announcing the
         material terms of this deal within one Trading Day of the Closing Date.

         3.2  Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

              (a) Organization; Authority. The Purchaser is an entity duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its organization with full right, corporate or
         partnership power and authority to enter into and to consummate the
         transactions contemplated by the Transaction Documents and otherwise to
         carry out its obligations thereunder. The execution, delivery and
         performance by the Purchaser of the transactions contemplated by this
         Agreement have been duly authorized by all necessary corporate or
         similar action on the part of the Purchaser. Each Transaction Document
         to which it is a party has been duly executed by the Purchaser, and
         when delivered by the Purchaser in accordance with the terms hereof,
         will constitute the valid and legally binding obligation of the
         Purchaser, enforceable against it in accordance with its terms, except
         (i) as limited by general equitable principles and applicable
         bankruptcy, insolvency, reorganization, moratorium and other laws of
         general application affecting enforcement of creditors' rights
         generally, (ii) as limited by laws relating to the availability of
         specific performance, injunctive relief or other equitable remedies and
         (iii) insofar as indemnification and contribution provisions may be
         limited by applicable law.

                                    14 of 27
<PAGE>

              (b) Purchaser Representation. The Purchaser understands that the
         Securities are "restricted securities" and have not been registered
         under the Securities Act or any applicable state securities law and is
         acquiring the Securities as principal for its own account and not with
         a view to or for distributing or reselling such Securities or any part
         thereof, has no present intention of distributing any of such
         Securities and has no arrangement or understanding with any other
         persons regarding the distribution of such Securities (this
         representation and warranty not limiting the Purchaser's right to sell
         the Securities pursuant to the Registration Statement or otherwise in
         compliance with applicable federal and state securities laws). The
         Purchaser is acquiring the Securities hereunder in the ordinary course
         of its business. The Purchaser does not have any agreement or
         understanding, directly or indirectly, with any Person to distribute
         any of the Securities.

              (c) Purchaser Status. At the time the Purchaser was offered the
         Securities, it was, and at the date hereof it is, and on each date on
         which it exercises any Warrants or converts any Notes it will be
         either: (i) an "accredited investor" as defined in Rule 501(a)(1),
         (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a
         "qualified institutional buyer" as defined in Rule 144A(a) under the
         Securities Act. The Purchaser is not required to be registered as a
         broker-dealer under Section 15 of the Exchange Act.

              (d) Experience of the Purchaser. The Purchaser, either alone or
         together with its representatives, has such knowledge, sophistication
         and experience in business and financial matters so as to be capable of
         evaluating the merits and risks of the prospective investment in the
         Securities, and has so evaluated the merits and risks of such
         investment. The Purchaser is able to bear the economic risk of an
         investment in the Securities and, at the present time, is able to
         afford a complete loss of such investment.

              (e) General Solicitation. The Purchaser is not purchasing the
         Securities as a result of any advertisement, article, notice or other
         communication regarding the Securities published in any newspaper,
         magazine or similar media or broadcast over television or radio or
         presented at any seminar or any other general solicitation or general
         advertisement.

              (f) No Shorting. As long as the Notes are outstanding, each
         Purchaser agrees that it will not be "net short" the Common Stock. Each
         Purchaser further agrees that it has not and will not engage in any
         short sales prior to the public announcement of the transactions
         contemplated herein.

         The Company acknowledges and agrees that the Purchasers do not make or
         have not made any representations or warranties with respect to the
         transactions contemplated hereby other than those specifically set
         forth in this Section 3.2.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

         4.1  Transfer Restrictions.

              (a) The Securities may only be disposed of in compliance with
         state and federal securities laws. In connection with any transfer of
         Securities other than pursuant to an effective registration statement
         or Rule 144, to the Company or to an affiliate of a Purchaser or in
         connection with a pledge as contemplated in Section 4.1(b), the Company
         may require the transferor thereof to provide to the Company an opinion
         of counsel selected by the transferor and reasonably acceptable to the
         Company, the form and substance of which opinion shall be reasonably
         satisfactory to the Company, to the effect that such transfer does not
         require registration of such transferred Securities under the
         Securities Act. As a condition of transfer, any such transferee shall
         agree in writing to be bound by the terms of this Agreement and shall
         have the rights of a Purchaser under this Agreement and the
         Registration Rights Agreement.

                                    15 of 27
<PAGE>

              (b) The Purchaser agrees to the imprinting, so long as is required
         by this Section 4.1(b), of a legend on any of the Securities in the
         following form:

         [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE
         SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] 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. THESE SECURITIES AND THE
         SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
         CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
         SUCH SECURITIES.

              The Company acknowledges and agrees that a Purchaser may from
         time to time pledge pursuant to a bona fide margin agreement with a
         registered broker-dealer or grant a security interest in some or all of
         the Securities to a financial institution that is an "accredited
         investor" as defined in Rule 501(a) under the Securities Act and who
         agrees to be bound by the provisions of this Agreement and the
         Registration Rights Agreement and, if required under the terms of such
         arrangement, the Purchaser may transfer pledged or secured Securities
         to the pledgees or secured parties. Such a pledge or transfer would not
         be subject to approval of the Company and no legal opinion of legal
         counsel of the pledgee, secured party or pledgor shall be required in
         connection therewith. Further, no notice shall be required of such
         pledge. At the appropriate Purchaser's expense, the Company will
         execute and deliver such reasonable documentation as a pledgee or
         secured party of Securities may reasonably request in connection with a
         pledge or transfer of the Securities, including, if the Securities are
         subject to registration pursuant to the Registration Rights Agreement,
         the preparation and filing of any required prospectus supplement under
         Rule 424(b)(3) under the Securities Act or other applicable provision
         of the Securities Act to appropriately amend the list of Selling
         Stockholders thereunder.

              (c) Certificates evidencing the Underlying Shares shall not
         contain any legend (including the legend set forth in Section 4.1(b)
         hereof): (i) while a registration statement (including the Registration
         Statement) covering the resale of such security is effective under the
         Securities Act, or (ii) following any sale of such Underlying Shares
         pursuant to Rule 144, or (iii) if such Underlying Shares are eligible
         for sale under Rule 144(k), or (iv) if such legend is not required
         under applicable requirements of the Securities Act (including judicial
         interpretations and pronouncements issued by the staff of the
         Commission). The Company shall cause its counsel to issue a legal
         opinion to the Company's transfer agent promptly after the Effective
         Date if required by the Company's transfer agent to effect the removal
         of the legend hereunder. If all or any portion of a Note or Warrant is
         converted or exercised (as applicable) at a time when there is an
         effective registration statement to cover the resale of the Underlying
         Shares, or if such Underlying Shares may be sold under Rule 144(k) or
         if such legend is not otherwise required under applicable requirements
         of the Securities Act (including judicial interpretations thereof) then
         such Underlying Shares shall be issued free of all legends. The Company
         agrees that following the Effective Date or at such time as such legend
         is no longer required under this Section 4.1(c), it will, no later than
         three Trading Days following the delivery by a Purchaser to the Company
         or the Company's transfer agent of a certificate representing
         Underlying Shares, as applicable, issued with a restrictive legend
         (such third Trading Day, the "Legend Removal Date"), deliver or cause
         to be delivered to the Purchaser a certificate representing such shares
         that is free from all restrictive and other legends. The Company may
         not make any notation on its records or give instructions to any
         transfer agent of the Company that enlarge the restrictions on transfer
         set forth in this Section.

              (d) In addition to the Purchaser's other available remedies, the
         Company shall pay to a Purchaser, in cash, as partial liquidated
         damages and not as a penalty, for each $1,000 of Underlying Shares
         (based on the VWAP of the Common Stock on the date such Securities are
         submitted to the Company's transfer agent) delivered for removal of the
         restrictive legend and subject to this Section 4.1(c), $10 per Trading
         Day (increasing to $20 per Trading Day 5 Trading Days after such
         damages have begun to accrue) for each Trading Day after the Legend
         Removal Date until such certificate is delivered without a legend.
         Nothing herein shall limit the Purchaser's right to pursue actual
         damages for the Company's failure to deliver certificates representing
         any Securities as required by the Transaction Documents, and the
         Purchaser shall have the right to pursue all remedies available to it
         at law or in equity including, without limitation, a decree of specific
         performance and/or injunctive relief.

              (e) The Purchaser, severally and not jointly with the other
         Purchaser, agrees that the removal of the restrictive legend from
         certificates representing Securities as set forth in this Section 4.1
         is predicated upon the Company's reliance that the Purchaser will sell
         any Securities pursuant to either the registration requirements of the
         Securities Act, including any applicable prospectus delivery
         requirements, or an exemption therefrom.

         4.2  Acknowledgment of Dilution. The Company acknowledges that the
issuance of the Securities may result in dilution of the outstanding shares of
Common Stock, which dilution may be substantial under certain market conditions.
The Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Underlying
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance
may have on the ownership of the other stockholders of the Company.

         4.3 Furnishing of Information. As long as any Purchaser owns
Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the
Exchange Act. As long as any Purchaser owns Securities, if the Company is not
required to file reports pursuant to the Exchange Act, it will prepare and
furnish to such Purchaser and make publicly available in accordance with Rule
144(c) such information as is required for such Purchaser to sell the Securities
under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell such Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144. Additionally, the Company covenants to make reasonable
efforts to market the Company and hire an appropriate investor relations firm.

                                    17 of 27
<PAGE>

         4.4  Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchaser or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market.

         4.5  Conversion and Exercise Procedures. The form of Notice of Exercise
included in the Warrants and the form of Notice of Conversion included in the
Notes set forth the totality of the procedures required of the Purchaser in
order to exercise the Warrants or convert the Notes. No additional legal opinion
or other information or instructions shall be required of the Purchaser to
exercise their Warrants or convert their Notes. The Company shall honor
exercises of the Warrants and conversions of the Notes and shall deliver
Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents.

         4.6 Securities Laws Disclosure; Publicity. The Company and the
Purchasers shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company
nor the Purchasers shall issue any such press release or otherwise make any such
public statement without the prior consent of the Company, with respect to any
press release of the Purchasers, or without the prior consent of the Purchasesr,
with respect to any press release of the Company, which consent shall not
unreasonably be withheld, except if such disclosure is required by law, in which
case the disclosing party shall promptly provide the other party with prior
notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of any Purchaser, or include
the name of any Purchaser in any filing with the Commission or any regulatory
agency or Trading Market, without the prior written consent of such Purchaser,
except (i) as required by federal securities law in connection with a
registration statement and (ii) to the extent such disclosure is required by law
or Trading Market regulations, in which case the Company shall provide such
Purchaser with prior notice of such disclosure permitted under subclause (i) or
(ii).

         4.7 Shareholder Rights Plan. No claim will be made or enforced by the
Company or, to the knowledge of the Company, any other Person that any Purchaser
is an "Acquiring Person" under any shareholder rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by
virtue of receiving Securities under the Transaction Documents or under any
other agreement between the Company and the Purchaser. The Company shall conduct
its business in a manner so that it will not become subject to the Investment
Company Act.

         4.8 Non-Public Information. The Company covenants and agrees that
neither it nor any other Person acting on its behalf will provide any Purchaser
or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto the Purchaser
shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that the Purchaser shall
be relying on the foregoing representations in effecting transactions in
securities of the Company.

         4.9 Use of Proceeds. The Company shall use the net proceeds from the
sale of the Securities hereunder for the acquisition of an ATM portfolio,
working capital and related costs.

                                    18 of 27
<PAGE>

         4.10 Reimbursement. If any Purchaser becomes involved in any capacity
in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by
the Purchaser to or with any current stockholder), solely as a result of the
Purchaser's acquisition of the Securities under this Agreement, the Company will
reimburse the Purchaser for its reasonable legal and other expenses (including
the cost of any investigation preparation and travel in connection therewith)
incurred in connection therewith, as such expenses are incurred. The
reimbursement obligations of the Company under this paragraph shall be in
addition to any liability which the Company may otherwise have, shall extend
upon the same terms and conditions to any Affiliates of the Purchaser who are
actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may
be, of the Purchaser and any such Affiliate, and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives of
the Company, the Purchaser and any such Affiliate and any such Person. The
Company also agrees that neither the Purchaser nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any
liability to the Company or any Person asserting claims on behalf of or in right
of the Company solely as a result of acquiring the Securities under this
Agreement.

         4.11 Indemnification of Purchasers. Subject to the provisions of this
Section 4.11, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, partners, employees and agents (each, a
"Purchaser Party") harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys' fees and
costs of investigation that any Purchaser Party may suffer or incur as a result
of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other
Transaction Documents or (b) any action instituted against a Purchaser, or any
of them or their respective Affiliates, by any stockholder of the Company who is
not an Affiliate of the Purchaser, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is based upon a
breach of the Purchaser's representation, warranties or covenants under the
Transaction Documents or any agreements or understandings the Purchaser may have
with any such stockholder or any violations by the Purchaser of state or federal
securities laws or any conduct by the Purchaser which constitutes fraud, gross
negligence, willful misconduct or malfeasance). If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, the Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing. Any Purchaser Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the Purchaser
Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a
reasonable period of time to assume such defense and to employ counsel or (iii)
in such action there is, in the reasonable opinion of such separate counsel, a
material conflict on any material issue between the position of the Company and
the position of the Purchaser Party. The Company will not be liable to any
Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party
effected without the Company's prior written consent, which shall not be
unreasonably withheld or delayed; or (ii) to the extent, but only to the extent
that a loss, claim, damage or liability is attributable to any Purchaser Party's
breach of any of the representations, warranties, covenants or agreements made
by the Purchaser in this Agreement or in the other Transaction Documents.

         4.12 Reservation and Listing of Securities.

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<PAGE>

              (a) The Company shall maintain a reserve from its duly authorized
         shares of Common Stock for issuance pursuant to the Transaction
         Documents in such amount as may be required to fulfill its obligations
         in full under the Transaction Documents.

              (b) If, on any date, the number of authorized but unissued (and
         otherwise unreserved) shares of Common Stock is less than the Required
         Minimum on such date, then the Board of Directors of the Company shall
         use commercially reasonable efforts to amend the Company's certificate
         or articles of incorporation to increase the number of authorized but
         unissued shares of Common Stock to at least the Required Minimum at
         such time, as soon as possible and in any event not later than the 75th
         day after such date.

              (c) The Company shall, if applicable: (i) in the time and manner
         required by the Trading Market, prepare and file with such Trading
         Market an additional shares listing application covering a number of
         shares of Common Stock at least equal to the Required Minimum on the
         date of such application, (ii) take all steps necessary to cause such
         shares of Common Stock to be approved for listing on the Trading Market
         as soon as possible thereafter, (iii) provide to the Purchaser evidence
         of such listing, and (iv) maintain the listing of such Common Stock on
         any date at least equal to the Required Minimum on such date on such
         Trading Market or another Trading Market.

         4.13 Subsequent Equity Sales. In addition to the limitations set forth
herein, from the date hereof until such time as no Purchaser holds any of the
Securities, the Company shall be prohibited from effecting or entering into an
agreement to effect any Subsequent Financing involving a "Variable Rate
Transaction" or an "MFN Transaction" (each as defined below). The term "Variable
Rate Transaction" shall mean a transaction in which the Company issues or sells
(i) any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional shares of Common
Stock either (A) at a conversion, exercise or exchange rate or other price that
is based upon and/or varies with the trading prices of or quotations for the
shares of Common Stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such
debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for
the Common Stock. The term "MFN Transaction" shall mean a transaction in which
the Company issues or sells any securities in a capital raising transaction or
series of related transactions which grants to an investor the right to receive
additional shares based upon future transactions of the Company on terms more
favorable than those granted to such investor in such offering. Any Purchaser
shall be entitled to obtain injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect
damages. Notwithstanding the foregoing, this Section 4.13 shall not apply in
respect of an Exempt Issuance, except that no Variable Rate Transaction or MFN
Transaction shall be an Exempt Issuance.

         4.14 Equal Treatment of Purchasers. No consideration shall be offered
or paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. Further, the
Company shall not make any payment of principal on the Notes in amounts which
are disproportionate to the respective principal amounts outstanding on the
Notes at any applicable time. For clarification purposes, this provision
constitutes a separate right granted to the Purchasers by the Company and
negotiated separately by the Purchasers, and is intended to treat for the
Company the Note holders as a class and shall not in any way be construed as the
Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

                                    20 of 27
<PAGE>

         4.15 Most Favored Nation Provision. Any time the Company effects a
subsequent financing, each Purchaser may elect, in its sole discretion, to
exchange all or some of its Notes and Warrants (treated for this purpose only as
a unit) then held by it for the securities issued in a subsequent financing
based on the then outstanding principal amount of the Note plus any other fees
then owed by the Company to the Purchaser, and the effective price at which such
securities are sold in such subsequent financing.

         4.16 Additional Participation Right. During the term of the Notes, each
Purchaser shall have the right to participate in any debt or equity financing of
the Company on the same terms as those offered to such third party providing the
financing in a percentage equal to the ratio of (i) the aggregate principal
amount of Notes then outstanding to (ii) the amount proposed to be raised in the
new financing.

                                   ARTICLE V.
                                  MISCELLANEOUS

         5.1 Termination. This Agreement may be terminated by any Purchaser, by
written notice to the other parties, if the Closing has not been consummated on
or before October 27, 2005; provided that no such termination will affect the
right of any party to sue for any breach by the other party (or parties).

         5.2 Legal Fees. At the Closing, the Company has agreed to (i) reimburse
Centrecourt Asset Management LLC ("CAM") $20,000, for its legal fees and
expenses of counsel, (ii) reimburse CAM's reasonable out-of-pocket expenses, and
(iii) pay CAM $122,500 as a structuring fee. Except as expressly set forth in
the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company
shall pay all transfer agent fees, stamp taxes and other taxes and duties levied
in connection with the issuance of any Securities.

         5.3 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

         5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

         5.5 Amendments; Waivers. No provision of this Agreement may be waived
or amended except in a written instrument signed, in the case of amendments, by
the Company and Purchasers holding a majority of the principal amount of Notes
then outstanding, or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.

                                    21 of 27
<PAGE>

         5.6 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

         5.7 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of Purchasers holding a majority of the
principal amount of Notes then outstanding. Any Purchaser may assign any or all
of its rights under this Agreement to any Person to whom such Purchaser assigns
or transfers any Securities, provided such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions hereof that
apply to such "Purchaser".

         5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.

         5.9 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents 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
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and
any other Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party 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 (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or 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. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys' fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.

         5.10 Survival. The representations and warranties contained herein
shall survive the Closing and the delivery, exercise and/or conversion of the
Securities, as applicable for the applicable statue of limitations.

         5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

                                    22 of 27
<PAGE>

         5.12 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

         5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then the
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights; provided,
however, in the case of a rescission of a conversion of a Note or exercise of a
Warrant, the Purchaser shall be required to return any shares of Common Stock
subject to any such rescinded conversion or exercise notice.

         5.14 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement Securities.

         5.15 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

         5.16 Payment Set Aside. To the extent that the Company makes a payment
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

                                    23 of 27
<PAGE>

         5.17 Usury. To the extent it may lawfully do so, the Company hereby
agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of,
usury laws wherever enacted, now or at any time hereafter in force, in
connection with any claim, action or proceeding that may be brought by any
Purchaser in order to enforce any right or remedy under any Transaction
Document. Notwithstanding any provision to the contrary contained in any
Transaction Document, it is expressly agreed and provided that the total
liability of the Company under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the "Maximum Rate"), and, without limiting the foregoing, in no
event shall any rate of interest or default interest, or both of them, when
aggregated with any other sums in the nature of interest that the Company may be
obligated to pay under the Transaction Documents exceed such Maximum Rate. It is
agreed that if the maximum contract rate of interest allowed by law and
applicable to the Transaction Documents is increased or decreased by statute or
any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to
the Transaction Documents from the effective date forward, unless such
application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any
Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by the Purchasers to the unpaid principal balance
of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at the Purchasers' election.

5.18 Liquidated Damages. The Company's obligations to pay any partial liquidated
damages or other amounts owing under the Transaction Documents is a continuing
obligation of the Company and shall not terminate until all unpaid partial
liquidated damages and other amounts have been paid notwithstanding the fact
that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.

                            (Signature Pages Follow)


                                    24 of 27
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

GLOBAL AXCESS CORP.                      Address for Notice:
                                         -------------------


____________________________________     Telephone:
Name:                                    Facsimile:
Title:

With a copy to (which shall not constitute notice):





                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]



                                    25 of 27
<PAGE>

   [PURCHASER SIGNATURE PAGES TO GLOBAL AXCESS SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Email Address of Authorized Entity:_____________________________________________

Address for Notice of Investing Entity:




Address for Delivery of Securities for Investing Entity (if not same as above):





Subscription Amount:
Warrant Shares:
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]


                           [SIGNATURE PAGES CONTINUE]


                                    26 of 27
<PAGE>


                                   Schedule A


Purchasers















                                    27 of 27