Exhibit 4.5

                                                                       EXHIBIT E

                              SUBSIDIARY GUARANTEE

      SUBSIDIARY GUARANTEE, dated as of October 27, 2005, made by each of the
signatories hereto (together with any other entity that may become a party
hereto as provided herein, (the "Guarantors"), in favor of the Purchasers
signatory (the "Purchasers") to that certain Securities Purchase Agreement,
dated as of the date hereof, between Global Axcess Corp., a Nevada corporation
(the "Company") and the Purchasers.

                              W I T N E S S E T H:

      Whereas, pursuant to that certain Securities Purchase Agreement, dated as
of the date hereof, by and between the Company and the Purchasers (the "Purchase
Agreement"), the Company has agreed to sell and issue to the Purchasers, and the
Purchasers has agreed to purchase from the Company the Company's 9% Senior
Subordinated Secured Convertible Notes, due October 27, 2010 (the "Notes"),
subject to the terms and conditions set forth therein; and

      Whereas, each Guarantor will directly benefit from the extension of credit
to the Company represented by the issuance of the Notes; and

      NOW, THEREFORE, in consideration of the premises and to induce the
Purchasers to enter into the Purchase Agreement and to carry out the
transactions contemplated thereby, each Guarantor hereby agrees with the
Purchasers as follows:

      1. Definitions. Unless otherwise defined herein, terms defined in the
Purchase Agreement and used herein shall have the meanings given to them in the
Purchase Agreement. The words "hereof," "herein," "hereto" and "hereunder" and
words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and Schedule references are to this Guarantee unless otherwise
specified. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms. The following
terms shall have the following meanings:

            "Guarantee" means this Subsidiary Guarantee, as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Obligations" means the collective reference to all obligations and
      undertakings of the Company of whatever nature, monetary or otherwise,
      under the Notes, the Purchase Agreement, the Security Agreement, the
      Warrants, the Registration Rights Agreement or any other future agreement
      or obligations undertaken by the Company to the Purchasers, together with
      all reasonable attorneys' fees, disbursements and all other costs and
      expenses of collection incurred by Purchasers in enforcing any of such
      Obligations and/or this Guarantee.

      2. Guarantee.

            (a) Guarantee.

                  (i)   The Guarantors hereby, jointly and severally,
                        unconditionally and irrevocably, guarantee to the
                        Purchasers and their respective successors, indorsees,
                        transferees and assigns, the prompt and complete payment
                        and performance by the Company when due (whether at the
                        stated maturity, by acceleration or otherwise) of the
                        Obligations.


<PAGE>

                  (ii)  Anything herein or in any other Transaction Document to
                        the contrary notwithstanding, the maximum liability of
                        each Guarantor hereunder and under the other Transaction
                        Documents shall in no event exceed the amount which can
                        be guaranteed by such Guarantor under applicable federal
                        and state laws, including laws relating to the
                        insolvency of debtors, fraudulent conveyance or transfer
                        or laws affecting the rights of creditors generally
                        (after giving effect to the right of contribution
                        established in Section 2(b)).

                  (iii) Each Guarantor agrees that the Obligations may at any
                        time and from time to time exceed the amount of the
                        liability of such Guarantor hereunder without impairing
                        the guarantee contained in this Section 2 or affecting
                        the rights and remedies of the Purchasers hereunder.

                  (iv)  The guarantee contained in this Section 2 shall remain
                        in full force and effect until all the Obligations and
                        the obligations of each Guarantor under the guarantee
                        contained in this Section 2 shall have been satisfied by
                        payment in full.

                  (v)   No payment made by the Company, any of the Guarantors,
                        any other guarantor or any other Person or received or
                        collected by the Purchasers from the Company, any of the
                        Guarantors, any other guarantor or any other Person by
                        virtue of any action or proceeding or any set-off or
                        appropriation or application at any time or from time to
                        time in reduction of or in payment of the Obligations
                        shall be deemed to modify, reduce, release or otherwise
                        affect the liability of any Guarantor hereunder which
                        shall, notwithstanding any such payment (other than any
                        payment made by such Guarantor in respect of the
                        Obligations or any payment received or collected from
                        such Guarantor in respect of the Obligations), remain
                        liable for the Obligations up to the maximum liability
                        of such Guarantor hereunder until the Obligations are
                        paid in full.

                  (vi)  Notwithstanding anything to the contrary in this
                        Agreement, with respect to any defaulted non-monetary
                        Obligations the specific performance of which by the
                        Guarantors is not reasonably possible (e.g. the issuance
                        of the Company's Common Stock), the Guarantors shall
                        only be liable for making the Purchasers whole on a
                        monetary basis for the Company's failure to perform such
                        Obligations in accordance with the Transaction
                        Documents.


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            (b) Right of Contribution. Each Guarantor hereby agrees that to the
      extent that a Guarantor shall have paid more than its proportionate share
      of any payment made hereunder, such Guarantor shall be entitled to seek
      and receive contribution from and against any other Guarantor hereunder
      which has not paid its proportionate share of such payment. Each
      Guarantor's right of contribution shall be subject to the terms and
      conditions of Section 2(c). The provisions of this Section 2(b) shall in
      no respect limit the obligations and liabilities of any Guarantor to the
      Purchasers, and each Guarantor shall remain liable to the Purchasers for
      the full amount guaranteed by such Guarantor hereunder.

            (c) No Subrogation. Notwithstanding any payment made by any
      Guarantor hereunder or any set-off or application of funds of any
      Guarantor by the Purchasers, no Guarantor shall be entitled to be
      subrogated to any of the rights of the Purchasers against the Company or
      any other Guarantor or any collateral security or guarantee or right of
      offset held by the Purchasers for the payment of the Obligations, nor
      shall any Guarantor seek or be entitled to seek any contribution or
      reimbursement from the Company or any other Guarantor in respect of
      payments made by such Guarantor hereunder, until all amounts owing to the
      Purchasers by the Company on account of the Obligations are paid in full.
      If any amount shall be paid to any Guarantor on account of such
      subrogation rights at any time when all of the Obligations shall not have
      been paid in full, such amount shall be held by such Guarantor in trust
      for the Purchasers, segregated from other funds of such Guarantor, and
      shall, forthwith upon receipt by such Guarantor, be turned over to the
      Purchasers in the exact form received by such Guarantor (duly indorsed by
      such Guarantor to the Purchasers, if required), to be applied against the
      Obligations, whether matured or unmatured, in such order as the Purchasers
      may determine.

            (d) Amendments, Etc. With Respect to the Obligations. Each Guarantor
      shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Guarantor and without notice to or
      further assent by any Guarantor, any demand for payment of any of the
      Obligations made by the Purchasers may be rescinded by the Purchasers and
      any of the Obligations continued, and the Obligations, or the liability of
      any other Person upon or for any part thereof, or any collateral security
      or guarantee therefor or right of offset with respect thereto, may, from
      time to time, in whole or in part, be renewed, extended, amended,
      modified, accelerated, compromised, waived, surrendered or released by the
      Purchasers, and the Purchase Agreement and the other Transaction Documents
      and any other documents executed and delivered in connection therewith may
      be amended, modified, supplemented or terminated, in whole or in part, as
      the Purchasers may deem advisable from time to time, and any collateral
      security, guarantee or right of offset at any time held by the Purchasers
      for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. The Purchasers shall have no obligation to
      protect, secure, perfect or insure any Lien at any time held by them as
      security for the Obligations or for the guarantee contained in this
      Section 2 or any property subject thereto.


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<PAGE>

            (e) Guarantee Absolute and Unconditional. Each Guarantor waives any
      and all notice of the creation, renewal, extension or accrual of any of
      the Obligations and notice of or proof of reliance by the Purchasers upon
      the guarantee contained in this Section 2 or acceptance of the guarantee
      contained in this Section 2; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or
      renewed, extended, amended or waived, in reliance upon the guarantee
      contained in this Section 2; and all dealings between the Company and any
      of the Guarantors, on the one hand, and the Purchasers, on the other hand,
      likewise shall be conclusively presumed to have been had or consummated in
      reliance upon the guarantee contained in this Section 2. Each Guarantor
      waives to the extent permitted by law diligence, presentment, protest,
      demand for payment and notice of default or nonpayment to or upon the
      Company or any of the Guarantors with respect to the Obligations. Each
      Guarantor understands and agrees that the guarantee contained in this
      Section 2 shall be construed as a continuing, absolute and unconditional
      guarantee of payment without regard to (a) the validity or enforceability
      of the Purchase Agreement or any other Transaction Document, any of the
      Obligations or any other collateral security therefor or guarantee or
      right of offset with respect thereto at any time or from time to time held
      by the Purchasers, (b) any defense, set-off or counterclaim (other than a
      defense of payment or performance or fraud or misconduct by Purchasers)
      which may at any time be available to or be asserted by the Company or any
      other Person against the Purchasers, or (c) any other circumstance
      whatsoever (with or without notice to or knowledge of the Company or such
      Guarantor) which constitutes, or might be construed to constitute, an
      equitable or legal discharge of the Company for the Obligations, or of
      such Guarantor under the guarantee contained in this Section 2, in
      bankruptcy or in any other instance. When making any demand hereunder or
      otherwise pursuing its rights and remedies hereunder against any
      Guarantor, the Purchasers may, but shall be under no obligation to, make a
      similar demand on or otherwise pursue such rights and remedies as it may
      have against the Company, any other Guarantor or any other Person or
      against any collateral security or guarantee for the Obligations or any
      right of offset with respect thereto, and any failure by the Purchasers to
      make any such demand, to pursue such other rights or remedies or to
      collect any payments from the Company, any other Guarantor or any other
      Person or to realize upon any such collateral security or guarantee or to
      exercise any such right of offset, or any release of the Company, any
      other Guarantor or any other Person or any such collateral security,
      guarantee or right of offset, shall not relieve any Guarantor of any
      obligation or liability hereunder, and shall not impair or affect the
      rights and remedies, whether express, implied or available as a matter of
      law, of the Purchasers against any Guarantor. For the purposes hereof,
      "demand" shall include the commencement and continuance of any legal
      proceedings.

            (f) Reinstatement. The guarantee contained in this Section 2 shall
      continue to be effective, or be reinstated, as the case may be, if at any
      time payment, or any part thereof, of any of the Obligations is rescinded
      or must otherwise be restored or returned by the Purchasers upon the
      insolvency, bankruptcy, dissolution, liquidation or reorganization of the
      Company or any Guarantor, or upon or as a result of the appointment of a
      receiver, intervenor or conservator of, or trustee or similar officer for,
      the Company or any Guarantor or any substantial part of its property, or
      otherwise, all as though such payments had not been made.

            (g) Payments. Each Guarantor hereby guarantees that payments
      hereunder will be paid to the Purchasers without set-off or counterclaim
      in U.S. dollars at the address set forth or referred to in the Purchase
      Agreement.

      3. Representations and Warranties. Each Guarantor hereby makes the
following representations and warranties to Purchasers as of the date hereof:

            (a) Organization and Qualification. The Guarantor is a corporation
      or limited liability company, duly incorporated, validly existing and in
      good standing under the laws of the applicable jurisdiction set forth on
      Schedule 1, with the requisite corporate power and authority to own and
      use its properties and assets and to carry on its business as currently
      conducted. The Guarantor has no subsidiaries other than those identified
      as such on the Disclosure Schedules to the Purchase Agreement. The
      Guarantor is duly qualified to do business and is in good standing as a
      foreign corporation 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, individually or in the aggregate,
      (x) adversely affect the legality, validity or enforceability of any of
      this Guaranty in any material respect, (y) have a material adverse effect
      on the results of operations, assets, prospects, or financial condition of
      the Guarantor or (z) adversely impair in any material respect the
      Guarantor's ability to perform fully on a timely basis its obligations
      under this Guaranty (a "Material Adverse Effect").


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            (b) Authorization; Enforcement. The Guarantor has the requisite
      corporate power and authority to enter into and to consummate the
      transactions contemplated by this Guaranty, and otherwise to carry out its
      obligations hereunder. The execution and delivery of this Guaranty by the
      Guarantor and the consummation by it of the transactions contemplated
      hereby have been duly authorized by all requisite corporate action on the
      part of the Guarantor. This Guaranty has been duly executed and delivered
      by the Guarantor and constitutes the valid and binding obligation of the
      Guarantor enforceable against the Guarantor in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws
      relating to, or affecting generally the enforcement of, creditors' rights
      and remedies or by other equitable principles of general application.

            (c) No Conflicts. The execution, delivery and performance of this
      Guaranty by the Guarantor and the consummation by the Guarantor of the
      transactions contemplated thereby do not and will not (i) conflict with or
      violate any provision of its Certificate of Incorporation or By-laws or
      (ii) conflict with, constitute a default (or an event which with notice or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which the Guarantor is a party, or
      (iii) 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 Guarantor is subject (including Federal and state
      securities laws and regulations), or by which any material property or
      asset of the Guarantor is bound or affected, except in the case of each of
      clauses (ii) and (iii), such conflicts, defaults, terminations,
      amendments, accelerations, cancellations and violations as could not,
      individually or in the aggregate, have or result in a Material Adverse
      Effect. The business of the Guarantor is not being conducted in violation
      of any law, ordinance or regulation of any governmental authority, except
      for violations which, individually or in the aggregate, do not have a
      Material Adverse Effect.

            (d) Consents and Approvals. The Guarantor is not required to obtain
      any consent, waiver, authorization or order of, or make any filing or
      registration with, any court or other federal, state, local, foreign or
      other governmental authority or other person in connection with the
      execution, delivery and performance by the Guarantor of this Guaranty.

            (e) Purchase Agreement. The representations and warranties of the
      Company set forth in the Purchase Agreement as they relate to such
      Guarantor, each of which is hereby incorporated herein by reference, are
      true and correct as of each time such representations are deemed to be
      made pursuant to such Purchase Agreement, and the Purchasers shall be
      entitled to rely on each of them as if they were fully set forth herein,
      provided, that each reference in each such representation and warranty to
      the Company's knowledge shall, for the purposes of this Section 3, be
      deemed to be a reference to such Guarantor's knowledge.


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            (f) Foreign Law. Each Guarantor has consulted with appropriate
      foreign legal counsel with respect to any of the above representations for
      which non-U.S. law is applicable. Such foreign counsel have advised each
      applicable Guarantor that such counsel knows of no reason why any of the
      above representations would not be true and accurate. Such foreign counsel
      were provided with copies of this Subsidiary Guarantee and the Transaction
      Documents prior to rendering their advice.

      4. Covenants. Each Guarantor covenants and agrees with the Purchasers
that, from and after the date of this Guarantee until the Obligations shall have
been paid in full, such Guarantor shall take, and/or shall refrain from taking,
as the case may be, each commercially reasonable action (including complying
with all of its obligations in Section 7 of the Note) that is necessary to be
taken or not taken, as the case may be, so that no Event of Default is caused by
the failure to take such action or to refrain from taking such action by such
Guarantor.

      5. Miscellaneous.

            (a) Amendments in Writing. None of the terms or provisions of this
      Guarantee may be waived, amended, supplemented or otherwise modified
      except in writing by the majority in interest (based on the
      then-outstanding principal amount of the Notes at the time of such
      determination) of the Purchasers.

            (b) Notices. All notices, requests and demands to or upon the
      Purchasers or any Guarantor hereunder shall be effected in the manner
      provided for in the Purchase Agreement; provided that any such notice,
      request or demand to or upon any Guarantor shall be addressed to such
      Guarantor at its notice address set forth on Schedule 5(b).

            (c) No Waiver By Course Of Conduct; Cumulative Remedies. The
      Purchasers shall not by any act (except by a written instrument pursuant
      to Section 5(a)), delay, indulgence, omission or otherwise be deemed to
      have waived any right or remedy hereunder or to have acquiesced in any
      default under the Transaction Documents or Event of Default. No failure to
      exercise, nor any delay in exercising, on the part of the Purchasers, any
      right, power or privilege hereunder shall operate as a waiver thereof. No
      single or partial exercise of any right, power or privilege hereunder
      shall preclude any other or further exercise thereof or the exercise of
      any other right, power or privilege. A waiver by the Purchasers of any
      right or remedy hereunder on any one occasion shall not be construed as a
      bar to any right or remedy which the Purchasers would otherwise have on
      any future occasion. The rights and remedies herein provided are
      cumulative, may be exercised singly or concurrently and are not exclusive
      of any other rights or remedies provided by law.


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            (d) Enforcement Expenses; Indemnification.

                  (i)   Each Guarantor agrees to pay, or reimburse the
                        Purchasers for, all its costs and expenses incurred in
                        collecting against such Guarantor under the guarantee
                        contained in Section 2 or otherwise enforcing or
                        preserving any rights under this Guarantee and the other
                        Transaction Documents to which such Guarantor is a
                        party, including, without limitation, the reasonable
                        fees and disbursements of counsel to the Purchasers.

                  (ii)  Each Guarantor agrees to pay, and to save the Purchasers
                        harmless from, any and all liabilities with respect to,
                        or resulting from any delay in paying, any and all
                        stamp, excise, sales or other taxes which may be payable
                        or determined to be payable in connection with any of
                        the transactions contemplated by this Guarantee.

                  (iii) Each Guarantor agrees to pay, and to save the Purchasers
                        harmless from, any and all liabilities, obligations,
                        losses, damages, penalties, actions, judgments, suits,
                        costs, expenses or disbursements of any kind or nature
                        whatsoever with respect to the execution, delivery,
                        enforcement, performance and administration of this
                        Guarantee to the extent the Company would be required to
                        do so pursuant to the Purchase Agreement.

                  (iv)  The agreements in this Section shall survive repayment
                        of the Obligations and all other amounts payable under
                        the Purchase Agreement and the other Transaction
                        Documents.

            (e) Successor and Assigns. This Guarantee shall be binding upon the
      successors and assigns of each Guarantor and shall inure to the benefit of
      the Purchasers and their respective successors and assigns; provided that
      no Guarantor may assign, transfer or delegate any of its rights or
      obligations under this Guarantee without the prior written consent of the
      Purchasers.

            (f) Set-Off. Each Guarantor hereby irrevocably authorizes the
      Purchasers at any time and from time to time while an Event of Default
      under any of the Transaction Documents shall have occurred and be
      continuing, without notice to such Guarantor or any other Guarantor, any
      such notice being expressly waived by each Guarantor, to set-off and
      appropriate and apply any and all deposits, credits, indebtedness or
      claims, in any currency, in each case whether direct or indirect, absolute
      or contingent, matured or unmatured, at any time held or owing by the
      Purchasers to or for the credit or the account of such Guarantor, or any
      part thereof in such amounts as the Purchasers may elect, against and on
      account of the obligations and liabilities of such Guarantor to the
      Purchasers hereunder and claims of every nature and description of the
      Purchasers against such Guarantor, in any currency, whether arising
      hereunder, under the Purchase Agreement, any other Transaction Document or
      otherwise, as the Purchasers may elect, whether or not the Purchasers have
      made any demand for payment and although such obligations, liabilities and
      claims may be contingent or unmatured. The Purchasers shall notify such
      Guarantor promptly of any such set-off and the application made by the
      Purchasers of the proceeds thereof, provided that the failure to give such
      notice shall not affect the validity of such set-off and application. The
      rights of the Purchasers under this Section are in addition to other
      rights and remedies (including, without limitation, other rights of
      set-off) which the Purchasers may have.


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            (g) Counterparts. This Guarantee may be executed by one or more of
      the parties to this Guarantee on any number of separate counterparts
      (including by telecopy), and all of said counterparts taken together shall
      be deemed to constitute one and the same instrument.

            (h) Severability. Any provision of this Guarantee which is
      prohibited or unenforceable in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any such prohibition or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

            (i) Section Headings. The Section headings used in this Guarantee
      are for convenience of reference only and are not to affect the
      construction hereof or be taken into consideration in the interpretation
      hereof.

            (j) Integration. This Guarantee and the other Transaction Documents
      represent the agreement of the Guarantors and the Purchasers with respect
      to the subject matter hereof and thereof, and there are no promises,
      undertakings, representations or warranties by the Purchasers relative to
      subject matter hereof and thereof not expressly set forth or referred to
      herein or in the other Transaction Documents.

            (k) Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
      CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
      YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

            (l) Submission to Jurisdictional; Waiver. Each Guarantor hereby
      irrevocably and unconditionally:

                  (i)   submits for itself and its property in any legal action
                        or proceeding relating to this Guarantee and the other
                        Transaction Documents to which it is a party, or for
                        recognition and enforcement of any judgment in respect
                        thereof, to the non-exclusive general jurisdiction of
                        the Courts of the State of New York, located in New York
                        County, New York, the courts of the United States of
                        America for the Southern District of New York, and
                        appellate courts from any thereof;

                  (ii)  consents that any such action or proceeding may be
                        brought in such courts and waives any objection that it
                        may now or hereafter have to the venue of any such
                        action or proceeding in any such court or that such
                        action or proceeding was brought in an inconvenient
                        court and agrees not to plead or claim the same;

                  (iii) agrees that service of process in any such action or
                        proceeding may be effected by mailing a copy thereof by
                        registered or certified mail (or any substantially
                        similar form of mail), postage prepaid, to such
                        Guarantor at its address referred to in the Purchase
                        Agreement or at such other address of which the
                        Purchasers shall have been notified pursuant thereto;


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                  (iv)  agrees that nothing herein shall affect the right to
                        effect service of process in any other manner permitted
                        by law or shall limit the right to sue in any other
                        jurisdiction; and

                  (v)   waives, to the maximum extent not prohibited by law, any
                        right it may have to claim or recover in any legal
                        action or proceeding referred to in this Section any
                        special, exemplary, punitive or consequential damages.

            (m) Acknowledgements. Each Guarantor hereby acknowledges that:

                  (i)   it has been advised by counsel in the negotiation,
                        execution and delivery of this Guarantee and the other
                        Transaction Documents to which it is a party;

                  (ii)  the Purchasers have no fiduciary relationship with or
                        duty to any Guarantor arising out of or in connection
                        with this Guarantee or any of the other Transaction
                        Documents, and the relationship between the Guarantors,
                        on the one hand, and the Purchasers, on the other hand,
                        in connection herewith or therewith is solely that of
                        debtor and creditor; and

                  (iii) no joint venture is created hereby or by the other
                        Transaction Documents or otherwise exists by virtue of
                        the transactions contemplated hereby among the
                        Guarantors and the Purchasers.

            (n) Additional Guarantors. The Company shall cause each of its
      subsidiaries formed or acquired on or subsequent to the date hereof to
      become a Guarantor for all purposes of this Guarantee by executing and
      delivering an Assumption Agreement in the form of Annex 1 hereto.

            (o) Release of Guarantors. Subject to Section 2(f), each Guarantor
      will be released from all liability hereunder concurrently with the
      repayment in full of all amounts owed under the Purchase Agreement, the
      Notes and the other Transaction Documents; provided, however, that in the
      event that the Company sells all of the assets or stock of ______________,
      on terms satisfactory to the Purchaser, __________ will be released from
      all liability hereunder.

            (p) Seniority. The Obligations of each of the Guarantors hereunder
      rank senior in priority to any other debt of such Guarantor other than
      debt in favor of the Senior Lender.

            (q) Waiver of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE
      BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY
      WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
      GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.


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      IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
be duly executed and delivered as of the date first above written.

                          [SUBSIDIARY]

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


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                                   SCHEDULE 1

                                   GUARANTORS

                  The following are the names, notice addresses and jurisdiction
of organization of each Guarantor.

                                              JURISDICTION OF   COMPANY OWNED
NAME                         ADDRESS           INCORPORATION    BY PERCENTAGE
--------------------   --------------------   ---------------   -------------
Nationwide Money       224 Ponte Vedra Park       Nevada             100%
Services Inc           Drive, Ponte Vedra
                       Beach, FL, 32082

EFT Integration Inc.   224 Ponte Vedra Park       Florida            100%
                       Drive, Ponte Vedra
                       Beach, FL, 32082

Electronic Payment &   224 Ponte Vedra Park       Nevada             100%
Transfer Corp          Drive, Ponte Vedra
                       Beach, FL, 32082

Axcess Technology      224 Ponte Vedra Park       Nevada             100%
Corp                   Drive, Ponte Vedra
                       Beach, FL, 32082

Axcess Technology      South Africa            South Africa          100%
Corp SA

Cash Axcess Corp       South Africa            South Africa          100%

Nationwide Money       224 Ponte Vedra Park       Nevada             100%
Services Inc           Drive, Ponte Vedra
                       Beach, FL, 32082

EFT Integration Inc.   224 Ponte Vedra Park       Florida            100%
                       Drive, Ponte Vedra
                       Beach, FL, 32082


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                                   Annex 1 to

                              SUBSIDIARY GUARANTEE

ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by
______________________________, a ______________ corporation (the "Additional
Guarantor"), in favor of the Purchasers pursuant to the Purchase Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Purchase Agreement.

                              W I T N E S S E T H :

      WHEREAS, Global Axcess Corp., a _____________ corporation (the "Company")
and the Purchasers have entered into a Securities Purchase Agreement, dated as
of October 27, 2005 (as amended, supplemented or otherwise modified from time to
time, the "Purchase Agreement");

      WHEREAS, in connection with the Purchase Agreement, the Company and its
Subsidiaries (other than the Additional Guarantor) have entered into the
Subsidiary Guarantee, dated as of October 27, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Guarantee") in favor of the
Purchasers;

      WHEREAS, the Purchase Agreement requires the Additional Guarantor to
become a party to the Guarantee; and

      WHEREAS, the Additional Guarantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee;

                          NOW, THEREFORE, IT IS AGREED:

      1. Guarantee. By executing and delivering this Assumption Agreement, the
Additional Guarantor, as provided in Section 5(n) of the Guarantee, hereby
becomes a party to the Guarantee as a Guarantor thereunder with the same force
and effect as if originally named therein as a Guarantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Guarantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedule 1 to the
Guarantee. The Additional Guarantor hereby represents and warrants that each of
the representations and warranties contained in Section 3 of the Guarantee is
true and correct on and as the date hereof as to such Additional Guarantor
(after giving effect to this Assumption Agreement) as if made on and as of such
date.

      2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


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<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement
to be duly executed and delivered as of the date first above written.

                                           [ADDITIONALGUARANTOR]

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


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