SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only
(As Permitted by Rule 14a-6(e)(2))

|_| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GLOBAL AXCESS CORP
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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|_| Fee paid previously with preliminary materials.

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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

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(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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GLOBAL AXCESS CORP
224 PONTE VEDRA PARK DRIVE
PONTE VEDRA BEACH, FLORIDA 32082

TO THE STOCKHOLDERS OF GLOBAL AXCESS CORP

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Global Axcess Corp, a Nevada corporation (the "Company"), will be held on *,
2006 at * a.m. Eastern Standard Time at *, for the following purposes:

1. To elect seven (7) directors of the Company to serve until the 2006 Annual
Meeting of Stockholders or until their successors have been duly elected and
qualified (Proposal 1);

2. To amend the Company's certificate of incorporation to increase the
authorized number of common stock from 45,000,000 shares to 100,000,000 shares
(the text of the Amended Certificate of Incorporation of Global Axcess Corp. is
attached hereto as Appendix A)(Proposal 2);

3. To ratify the selection of Kirkland, Russ, Murphy & Tapp, P.A. ("Kirkland")
as our independent auditors for the fiscal year ending December 31, 2005
(Proposal 3); and

4. To transact such other business as may properly come before the Meeting and
any adjournment or postponement thereof (Proposal 4).

Only stockholders who own shares of our common stock at the close of business on
*, 2006 are entitled to notice of and to vote at the annual meeting. You may
vote your shares by marking, signing and dating the enclosed proxy card as
promptly as possible and returning it in the enclosed postage-paid envelope

You may also vote in person at the annual meeting, even if you use the option
listed above.

We have enclosed with this Notice of Annual Meeting, a proxy statement, a form
of proxy and a copy of our annual report to stockholders. Our annual report is
not a part of this proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael Dodak
----------------------------------------
Michael Dodak, Chairman of the Board

Ponte Vedra Beach, Florida
____________, 2006

GLOBAL AXCESS CORP
224 PONTE VEDRA PARK DRIVE
PONTE VEDRA BEACH, FLORIDA 32082
(TEL) (904) 280-3950
(FAX) (904) 280-2180

PROXY STATEMENT FOR 2006 ANNUAL MEETING OF STOCKHOLDERS

The board of directors is soliciting proxies to be used at our *, 2006 annual
meeting of stockholders. Please read and carefully consider the information
presented in this proxy statement and vote by completing, dating, signing and
returning the enclosed proxy in the enclosed postage-paid envelope.

This proxy statement, the form of proxy and our annual report will be mailed to
all stockholders on or about *, 2006. Our annual report is not a part of this
proxy statement.

INFORMATION ABOUT THE ANNUAL MEETING

WHEN IS THE ANNUAL MEETING?

*, 2006, * a.m. Eastern Standard Time

WHERE WILL THE ANNUAL MEETING BE HELD?

The meeting will be held at *.

WHAT ITEMS WILL BE VOTED UPON AT THE ANNUAL MEETING?

You will be voting on the following matters:

1. ELECTION OF DIRECTORS. To elect seven (7) directors to serve until the 2007
Annual Meeting of stockholders or until their successors are duly elected and
qualified;

2. INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK. To amend the
Company's certificate of incorporation to increase the authorized number of
common stock from 45,000,000 shares to 100,000,000 shares;

3. RATIFICATION OF AUDITORS. To ratify the selection of Kirkland, Russ, Murphy &
Tapp, P.A. ("Kirkland") as independent auditors of the Company for the fiscal
year ending December 31, 2005; and

4. OTHER BUSINESS. To transact such other business as may properly come before
the annual meeting or any adjournment of the annual meeting. The Board of
Directors is not aware of any other business to come before the Meeting.

WHO CAN VOTE?

Only holders of record of our common stock at the close of business on *, 2006
will be entitled to notice of and to vote at the annual meeting and any
adjournments of the annual meeting. You are entitled to one vote for each share
of common stock held on that date. On *, 2006, there were * shares of our common
stock outstanding and entitled to vote.

YOUR BOARD OF DIRECTORS HAS APPROVED EACH OF THE PROPOSALS SET FORTH HEREIN.

ACCORDINGLY, THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE
DIRECTORS, THE AUTHORIZATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK AND THE RATIFICATION OF THE APPOINTMENT OF KIRKLAND AS AUDITORS.

HOW DO I VOTE BY PROXY?

You may vote your shares by mail by marking, signing and dating the enclosed
proxy card as promptly as possible and returning it in the enclosed postage-paid
envelope. Proxies should not be sent by the stockholder to the Company, but to
Oxford Transfer & Registrar, the Company's Registrar and Transfer Agent, at 1000
S.W. Broadway, Suite 920, Portland, Oregon, 97205. A pre-addressed, postage-paid
envelope is provided for this purpose.

If you return your signed proxy card before the annual meeting, we will vote
your shares as you direct. For the election of directors, you may vote for (1)
all of the nominees, (2) none of the nominees or (3) all of the nominees except
those you designate. For each other item of business, you may vote "FOR" or
"AGAINST" or you may "ABSTAIN" from voting.

If you return your signed proxy card but do not specify how you want to vote
your shares, we will vote them:

o "FOR" the election of all of our nominees for directors;

o "FOR" the adoption of the increase in the authorized number of shares of
common stock; and

o "FOR" the ratification of Kirkland, Russ, Murphy & Tapp, P.A. as our
independent auditors.

If any matters other than those set forth above are properly brought before the
annual meeting, the individuals named in your proxy card may vote your shares in
accordance with their best judgment.

HOW DO I CHANGE OR REVOKE MY PROXY?

You can change or revoke your proxy at any time before it is voted at the annual
meeting by:

1. Submitting another proxy by mail with a more recent date than that of the
proxy first given;

2. Sending written notice of revocation to Oxford Transfer & Registrar, the
Company's Registrar and Transfer Agent, at 1000 S.W. Broadway, Suite 920,
Portland, Oregon, 97205; or

3. Attending the annual meeting and voting in person. If your shares are held in
the name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
meeting.

WHAT CONSTITUTES A "QUORUM" FOR THE ANNUAL MEETING?

One-third of the outstanding shares of the Company common stock entitled to vote
at the annual meeting, present or represented by proxy, constitutes a quorum. A
quorum is necessary to conduct business at the annual meeting. You will be
considered part of the quorum if you have voted by proxy. Abstentions, broker
non-votes and votes withheld from director nominees count as "shares present" at
the annual meeting for purposes of determining a quorum. However, abstentions
and broker non-votes do not count in the voting results. A broker non-vote
occurs when a broker or other nominee who holds shares for another does not vote
on a particular item because the broker or nominee does not have discretionary
authority for that item and has not received instructions from the owner of the
shares.

HOW MANY VOTES ARE REQUIRED?

o Directors nominees are elected by a plurality of the votes cast in person
or by proxy, provided that a quorum is present at the Meeting.

o The proposal to amend the Certificate of Incorporation to increase the
number of authorized shares will require the affirmative vote of at least
a majority of the Company's outstanding shares of Common Stock. Thus, any
abstentions, "broker non-votes" (shares held by brokers or nominees as to
which they have no discretionary authority to vote on a particular matter
and have received no instructions from the beneficial owners or persons
entitled to vote thereon), or other limited proxies will have the effect
of a vote against amending the Company's Certificate of Incorporation.

o The ratification of the director's selection of Kirkland, Russ, Murphy &
Tapp, P.A. as the Company's independent auditors will require an
affirmative vote of the majority of the votes cast in person or by proxy,
provided that a quorum is present at the annual meeting.

WHO PAYS FOR THE SOLICITATION OF PROXIES?

We will pay the cost of preparing, printing and mailing material in connection
with this solicitation of proxies. We will, upon request, reimburse brokerage
firms, banks and others for their reasonable out-of-pocket expenses in
forwarding proxy material to beneficial owners of stock or otherwise in
connection with this solicitation of proxies.

WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING DUE?

Any stockholder proposals for the 2007 annual meeting must be received by us,
directed to the attention of the Company's secretary, Mr. David Fann, Global
Axcess Corp., 224 Ponte Vedra Park Drive, Ponte Vedra Beach, Florida 32082, no
later than December 31, 2006. The use of certified mail, return receipt
requested, is advised. To be eligible for inclusion, a proposal must comply with
our bylaws, Rule 14a-8 and all other applicable provisions of Regulation 14A
under the Securities Exchange Act of 1934.

PROPOSAL 1: ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)

At the Meeting, seven (7) directors are to be elected. Pursuant to the Company's
By-laws, all directors are elected to serve for the ensuing year and until their
respective successors are elected and qualified. Unless otherwise directed, the
persons named in the enclosed Proxy intend to cast all votes pursuant to proxies
received for the election of Messrs. Michael Dodak, David Fann, Lock W. Ireland,
Robert Landis, Robert Pearson, Alan W. Rossiter, and Joseph M. Loughry, III.
(collectively, the "Nominees").

Vote required: Directors must be elected by a plurality of all votes cast at the
meeting. Votes withheld for any director will not be counted.

Voting by the Proxies: The Proxies will vote your shares in accordance with your
instructions. If you have not given specific instructions to the contrary, your
shares will be voted to approve the election of the nominees named in the Proxy
Statement. Although the Company knows of no reason why the nominees would not be
able to serve, if a nominee were not available for election, the Proxies would
vote your Common Stock to approve the election of any substitute nominee
proposed by the Board of Directors. The Board may also choose to reduce the
number of directors to be elected as permitted by our Bylaws.

General Information about the Nominees: The following information regarding the
Nominees, their occupations, employment history and directorships in certain
companies is as reported by the respective Nominees.

Name Age Positions
---- --- ---------

Michael Dodak 59 CEO and Chairman
David Fann 51 President, Secretary and Director
Lock W. Ireland 62 Director
Robert J. Landis 47 Director
Robert Pearson 70 Director
Alan W. Rossiter 60 Director
Joseph M. Loughry, III 60 Director

Michael J. Dodak, Chairman of the Board and Chief Executive Officer
- --------------------------------------------------------------------

Mr. Dodak has served as CEO and Chairman of the Board of Global Axcess Corp
since October 2001. Prior to joining the Company, Mr. Dodak was Chief Executive
Officer of Nationwide Money Services, Inc., an independent ATM network operator
and services provider that was sold by First Data Corporation in June 2001. Mr.
Dodak joined Nationwide Money Services, Inc. as a controller in early 1996. He
assumed the various duties of a controller including the production of financial
statements, budgets, and the development of the Money Services, Inc. database.
In June 1997 he was promoted to CEO. Prior to joining Nationwide, Mr. Dodak
founded and served as Chief Financial Officer to several companies including an
alternative energy company, a medical supply company and a for profit chain of
schools. Earlier, he was a Senior Financial Analyst for Litton Industries and
served as regional controller for Damon Corporation, a large provider of
clinical lab services. He has Bachelor of Arts and MBA degrees from the
University of California Los Angeles. Mr. Dodak is responsible for the
day-to-day operations of the Company.

David W. Fann, Secretary, President and Director
- ------------------------------------------------

Mr. Fann has served as President and Director of the Company since January of
2002. Mr. Fann was the Chief Executive Officer and Chairman of the Board of
TeraGlobal, Inc., a publicly traded company, from September 1998 through
September 2000. He was president of TechnoVision Communications, Inc., a
subsidiary of TeraGlobal, from November of 1995 to September 2000. Mr. Fann has
also served as Vice President of Sales and Marketing for Quadraplex, Inc., a
video network company. He co-founded Totally Automated Systems Communications, a
Unix-based communications company, and acted as Vice President of that company
from January 1993 through January 1995. From January 1987 through December 1992
he served as Operations Officer for Networks, Inc.

Lock W. Ireland, Director
- -------------------------

Presently, Mr. Ireland serves as a Consultant and Director for Resource
Corporate Management, Inc. (RCMI), a company he led as President and CEO from
1994 through 2002. RCMI is engaged in marketing cost-efficient correspondent
banking services to community banks via Banker's Banks across the United States.
From 1987 through 1999, Mr. Ireland was President of Resource Bancshares, while
simultaneously serving terms as Vice Chairman of Republic National Bank in
Columbia, South Carolina (1987-1995) and as President and CEO of 1st Performance
Bank in Jacksonville, Florida (1990-1994). In 1999, Mr. Ireland led an employee
buy-out of Resource Bancshares Corporation. Beginning his career in 1969 as a
bank examiner for Federal Reserve Bank in Dallas, Texas, Mr. Ireland spent the
next 16 years serving in various positions and served as Executive Vice
President and COO of Bankers Trust of South Carolina for the last three years.
Mr. Ireland holds a Bachelor of Arts degree in Economics from North Carolina
State University.

Mr. Ireland's professional and civic affiliations include past Chairman and
current board member of JECO (Jacksonville Economic Co.), past Chairman and
current board member of Junior Achievement for North East Florida, member of
MENINAK, Jacksonville, Florida, and past Board of Governor for the Chamber of
Commerce, Jacksonville, Florida.

Robert J. Landis, Director
- --------------------------

Robert Landis is currently the Chairman, Chief Financial Officer and Treasurer
of Comprehensive Care Corporation, a publicly traded company located in Tampa,
Florida. He has been with Comprehensive Care for over 5 years, working directly
with all operations, financial and SEC filings for the company. Prior to this
Mr. Landis was with Maxicare Health Plans, Inc., as its Treasurer from
1983-1998. Mr. Landis was with two accounting firms from 1981-1983, the first
was Price Waterhouse and the second was Irwin Shapiro Accountancy Corp. Robert
brings strong financial, operational and SEC experience to the Company, and will
be part of the Audit Review Committee for the Company.

Robert Pearson, Director
- ------------------------

Mr. Pearson joined RENN Group in April 1997 and is Senior Vice-President -
Investments. Mr. Pearson brings more than thirty years of experience to RENN
Group's corporate finance function. From 1994 to 1997, Mr. Pearson was an
independent financial management consultant. From 1990 to 1994, he served as
Chief Financial Officer and Executive Vice-President of Thomas Group, Inc., a
management consulting firm, where he was instrumental in moving a small
privately held company from a start-up to a public company with more than $40
million in revenues. Prior to 1990, Mr. Pearson was responsible for all
administrative activities for the Superconducting Super Collider Laboratory. In
addition, from 1960 to 1986, Mr. Pearson served in a variety of positions at
Texas Instruments in financial planning and analysis, holding such positions as
Vice-President - Controller and Vice-President - Finance. Mr. Pearson holds a BS
in Business from the University of Maryland and was a W.A. Paton Scholar with an
MBA from the University of Michigan. He is a director of eOriginal, Inc.,
CaminoSoft Corp., Laserscope, Simtek Corporation, and Advanced Power
Technologies, Inc.

Alan W. Rossiter, Director
- --------------------------

Alan W. Rossiter, age 60, since 1996 has served as the President and CEO of
Enterprise North Florida Corporation, which provides emerging technology
companies with extensive business, technical and financial services. Mr.
Rossiter served for 20 years with the United States Navy in various capacities
including Aviation Maintenance Officer for the United States Pacific Fleet and
Director of Naval Aviation Logistics Management at the Naval Air Systems Command
in Washington, D.C. during Operation Desert Storm. Mr. Rossiter received a
Bachelors degree in History from Denison University in 1967, graduated from the
Naval Aviation Candidate School at Pensacola, Florida in 1969 and graduated from
National University of San Diego with a Masters of Business Administration in
Financial Management and Information Systems in 1983.

Joseph M. Loughry, III, Director
- --------------------------------

Joseph M. Loughry, III, age 60, from 2000 through 2003, Mr. Loughry served as
the President, CEO and a director of HTE, Inc., a software company that was
listed on Nasdaq. Prior to 2000, Mr. Loughry served as the President and CEO of
Quest Point Holdings, Inc. since 1992. Mr. Loughry graduated from the University
of Maryland - College Park in 1967 with a BS in Business Administration.

ROLE OF THE BOARD

Pursuant to Nevada law, our business, property and affairs are managed under the
direction of our board of directors. The board has responsibility for
establishing broad corporate policies and for the overall performance and
direction of the Company, but is not involved in day-to-day operations. Members
of the board keep informed of our business by participating in board and
committee meetings, by reviewing analyses and reports sent to them regularly,
and through discussions with our executive officers.

2005 BOARD MEETINGS

In 2005, the board met seven times. The board adopted various resolutions
pursuant to 13 unanimous written consents in lieu of a meeting adopted during
the year ended December 31, 2005.

BOARD COMMITTEES

The Board of Directors has established an Audit Committee, a Nominating and
Corporate Governance Committee and a Compensation Committee.

The Compensation Committee met one time in 2005. The function of the
Compensation Committee is to approve stock plans and option grants and review
and make recommendations to the Board of Directors regarding executive
compensation and benefits. The Compensation Committee consists of Lock Ireland,
Robert Landis, and Alan Rossiter. Lock Ireland has been appointed to sit on the
Compensation Committee to serve as its Chairman.

The Nomination Committee met one time in 2005. The function of the Nomination
Committee is to (a) identify individuals qualified to become members of the
Board, (b) approve and recommend to the Board director candidates, (c) develop,
recommend to the Board and update as necessary corporate governance principles
and policies, applicable to the Company, and (d) monitor compliance with such
principles and policies. The Nomination Committee consists of Robert Landis,
Lock Ireland, and Joseph Loughry, III. Robert Landis has been appointed on the
Nomination Committee to serve as its Chairman.

The Audit Committee consists of Lock Ireland, Joseph M. Loughry, III and Robert
Landis. Mr. Landis has been appointed to sit on the Audit Committee to serve as
its audit committee financial expert. Mr. Landis has been appointed to sit on
the audit committee as its chairman. The Audit Committee met four times in
fiscal year 2005. Mr. Landis, Mr. Ireland and Mr. Loughry are considered
independent and Mr. Landis is considered to be a sophisticated financial expert.
Responsibilities of the Committee include (1) reviewing financial statements and
consulting with the independent auditors concerning the Company's financial
statements, accounting and financial policies, and internal controls, (2)
reviewing the scope of the independent auditors' activities and the fees of the
independent auditors, and (3) reviewing the independence of the auditors. All of
the members of the Audit Committee shall meet the independence standards
established by the National Association of Securities Dealers.

During 2005, there were five non-employee directors and two employee directors.
No Directors were compensated in the fiscal year 2005. Each director for year
2005 who is not an employee of the Company is entitled to receive a director's
fee of 20,000 options exercisable to purchase shares of Common Stock under the
Stock Option Plan disbursed incrementally at 10,000 Options upon acceptance to
the Board and an additional 10,000 after 6 months of service to the Board as a
Director and 10,000 additional Options for every year of service thereafter. All
non-employee directors are reimbursed for expenses incurred in attending
meetings of the Board of Directors and any committees thereof. Directors serving
on committees of the Board receive no additional compensation for attending any
committee meeting held in connection with a meeting of the Board except where
there are extraordinary expenses approved prior to the meeting by the CEO or
President.

ELECTION OF DIRECTORS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
PLURALITY OF THE SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING.
SHARES OF COMMON STOCK REPRESENTED BY PROXY CARDS RETURNED TO US WILL BE VOTED
FOR THE NOMINEES LISTED ABOVE UNLESS YOU SPECIFY OTHERWISE.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF
DIRECTORS.

PROPOSAL 2: TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
FROM 45,000,000 TO 100,000,000
(ITEM 2 ON THE PROXY CARD)

On * 2006, the Board of Directors authorized an amendment to the Company's
Certificate of Incorporation to increase the number of our authorized shares.
Subject to shareholder approval, Article IV(A) would be amended to read as
follows and would be filed with the Nevada Secretary of State:

"FOURTH: (A) Capital Stock. The Corporation is authorized to
issue two classes of Common Stock. One class shall be Common,
par value $0.001, of which the Corporation shall have the
authority to issue 100,000,000 shares of Common Stock. The
second class of capital stock shall be Preferred Stock, par
value $0.001, of which the Corporation shall have the
authority to issue 5,000,000 shares of Preferred Stock.

The Preferred Stock or any series thereof, shall have such
designations, preferences and relative, participating,
optional and other special rights and qualifications,
limitations or restrictions thereof as shall be expressed in
the resolution or resolutions providing for the issue of such
stock adopted by the board of directors and may be dependent
upon facts ascertainable outside of such resolution or
resolutions of the board of directors, provided that the
matter in which such facts shall operate upon such
designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock
is clearly and expressly set forth in the resolution or
resolutions providing for the issuance of stock by the board
of directors. "

The terms of the additional shares of common stock will be identical to
those of the currently outstanding shares of common stock. However, because
holders of common stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of common
stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of common
stock will remain unchanged under this amendment.

As of the Record Date, a total of * shares of the Company's currently
authorized * shares of common stock are issued and outstanding. The increase in
the number of authorized but unissued shares of common stock would enable the
Company, without further stockholder approval, to issue shares from time to time
as may be required for proper business purposes, such as raising additional
capital for ongoing operations, business and asset acquisitions, stock splits
and dividends, present and future employee benefit programs and other corporate
purposes.

The proposed increase in the authorized number of shares of common stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. Except as further discussed herein, the Board of Directors is not aware
of any attempt, or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be utilized as a
type of anti- takeover device.

There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of common stock which are to be
authorized.

Stockholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of common stock that may be issued in the
future, and therefore, future issuances of common stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 45,000,000 TO 100,000,000.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 3 ON THE PROXY CARD)

Kirkland, Russ, Murphy & Tapp, P.A. has served as the Company's independent
auditors since June 20, 2005 and has been appointed by the Board to continue as
the Company's independent auditors for the fiscal year ending December 31, 2005.
In the event that ratification of this selection of auditors is not approved by
a majority of the shares of Common Stock voting at the Annual Meeting in person
or by proxy, the Board will reconsider its selection of auditors. Kirkland,
Russ, Murphy & Tapp, P.A. has no interest, financial or otherwise, in the
Company.

A representative of Kirkland, Russ, Murphy & Tapp, P.A. is not expected to be
present at the Annual Meeting.

The proxy holders intend to vote the shares represented by proxies to ratify the
Board of Directors' selection of Kirkland, Russ, Murphy & Tapp, P.A. as the
Company's independent auditors for the fiscal year ending December 31, 2005.

Audit and Related Fees

Audit Fees. The aggregate fees billed by Kirkland, Russ, Murphy & Tapp, P.A. for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2005 and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
during the fiscal years were $38,392. The aggregate fees billed by Weinberg &
Company, P.A. for professional services rendered for the audit of the Company's
annual financial statements for the year ended December 31, 2005 and for the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-QSB during the fiscal years were $120,603.

Audit Related Fees. The Company did not engage Kirkland, Russ, Murphy & Tapp,
P.A. to provide professional services to the Company regarding audit related
fees during the fiscal year ended December 31, 2005. The aggregate fees billed
by Weinberg & Company, P.A.. for professional services rendered to the Company
regarding audit related fees during the fiscal year ended December 31, 2005 were
$5,000.

Tax Related Fees. During the fiscal years ended December 31, 2005, Kirkland,
Russ, Murphy & Tapp, P.A. was not paid any fees for tax related services. During
the fiscal years ended December 31, 2005, Weinberg & Company, P.A.. was not paid
any fees for tax related services.

All Other Fees. The aggregate fees billed by Kirkland, Russ, Murphy & Tapp, P.A.
for services rendered to the Company, other than the services covered in "Audit
Fees" for the fiscal year ended December 31, 2005 were $-0-. The aggregate fees
billed by Weinberg & Company, P.A. for services rendered to the Company, other
than the services covered in "Audit Fees" for the fiscal year ended December 31,
2005 were $-0-.

Audit Committee. The Board of Directors acting as the audit committee has
reviewed and discussed the audited financial statements with management. The
audit committee has discussed with the independent auditors the matters required
to be discussed by SAS 61, as may be modified or supplemented. The audit
committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the independent accountant the independent accountant's independence. Based on
the review and discussions referred to above, the Board of Directors elected to
include the audited financial statements be included in the company's Annual
Report on Form 10-KSB for the last fiscal year for filing with the Commission.

Approval of this proposal requires the affirmative vote of the majority of the
shares present in person or represented by proxy and entitled to vote at the
Annual Meeting.

RECOMMENDATION OF THE BOARD

THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF KIRKLAND,
RUSS, MURPHY & TAPP, P.A. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK OF PRINCIPAL
STOCKHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of February 15, 2006.

o by each person who is known by us to beneficially own more than 5%
of our common stock;
o by each of our officers and directors; and
o by all of our officers and directors as a group.

NAME NUMBER PERCENT(1)
- ---- ------ ----------

Mike Dodak 1,108,387 5.29% (3)
David Fann 1,037,336 4.95% (4)
Lock Ireland 282,507 1.35% (5)
Robert Colabrese 271,654 1.30% (6)
David Surette 154,198 0.74% (7)
George McQuain 138,700 0.66% (10)
Robert Landis 67,500 0.32% (11)
Robert Pearson 15,000 0.07% (18)
Joseph M. Loughry, III 5,000 0.02% (19)
Alan W. Rossiter 5,000 0.02% (20)

----------------------
All executive officers 3,085,282 14.71%
----------------------
and directors as a group (10 persons)

Other 5% owners:
BFS U.S. Special Opportunities Trust PLC 3,340,000 15.93% (14)
Rennaissance U.S. Growth Investment Trust PLC 3,280,000 15.64% (15)
Rennaissance Capital Growth & Income Fund III, Inc. 2,440,000 11.63% (16)
Cardservice International, Inc. 1,411,292 6.73% (17)

----------------------
10,471,292 49.93%
----------------------

The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the rules and
regulations promulgated under the Securities Exchange Act of 1934. Beneficially
owned securities may include securities owned by and for, among others, the
spouse and/or minor children of an individual and any other relative who has the
same home as such individual. Beneficially owned securities may also include
other securities as to which the individual has or shares voting or investment
power or which such person has the right to acquire within 60 days of February
15, 2006 pursuant to the conversion of convertible equity, exercise of options,
or otherwise. Beneficial ownership may be disclaimed as to certain of the
securities.

(1) Based on 20,971,786 shares of common stock outstanding as of February 15,
2006.

(2) Intentionally left blank.

(3) included are 832,387 common shares, 60,000 stock purchase options
exercisable at $0.90 per share, 150,000 exercisable at $1.70 per share, and
66,000 stock purchase options exercisable at $1.30 per share.

(4) included are 761,336 common shares, 60,000 stock purchase options
exercisable at $0.90 per share, 150,000 exercisable at $1.70 per share, and
66,000 stock purchase options exercisable at $1.30 per share.

(5) included are 184,007 common shares, 15,000 stock purchase options
exercisable at $1.10 per share, 7,500 stock purchase options exercisable at
$2.50 per share, 50,000 stock purchase options exercisable at $1.40 per share,
5,000 stock purchase options exercisable at $1.45 per share, 6,000 stock
purchase warrants exercisable at $1.75 per share, 6,000 stock purchase warrants
exercisable at $2.50 per share, 6,000 stock purchase warrants exercisable at
$5.00 per share, and 3,000 stock purchase warrants exercisable at $1.25 per
share.

(6) included are 156,154 common shares, 5,000 stock purchase options exercisable
at $0.675 per share, 40,000 stock options exercisable at $0.90, 54,000 stock
options exercisable at $1.70 and 16,500 stock purchase options exercisable at
$1.30 per share.

(7) included are 38,248 common shares, 30,000 stock purchase options exercisable
at $0.35 per share, 55,500 stock purchase options exercisable at $1.70 per
share, and 30,450 stock purchase options exercisable at $1.30 per share.

(8) Intentionally left blank.

(9) Intentionally left blank.

(10) included are 40,000 stock options exercisable at $0.90 per share, 54,000
stock purchase options exercisable at $1.70, and 44,700 stock purchase options
exercisable at $1.30 per share.

(11) included are 40,000 common shares, 15,000 stock purchase options
exercisable at $1.10 per share, 7,500 stock purchase options exercisable at
$2.50 per share, and 5,000 stock purchase options exercisable at $1.45 per
share.

(12) Intentionally left blank.

(13) Intentionally left blank.

(14) included are 1,553,332 common shares and 1,786,668 stock purchase warrants
exercisable at prices ranging from $1.25 to $5.00.

(15) included are 1,553,332 common shares and 1,726,668 stock purchase warrants
exercisable at prices ranging from $1.75 to $5.00.

(16) included are 953,332 common shares and 1,486,668 stock purchase warrants
exercisable at prices ranging from $1.75 to $5.00.

(17) included are 1,411,292 common shares.

(18) included are 15,000 stock purchase options exercisable at $1.20 per share.

(19) included are 5,000 stock purchase options exercisable at $1.10 per share.

(20) included are 5,000 stock purchase options exercisable at $1.10 per share.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the SEC the initial reports of
ownership and reports of changes in ownership of common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2005, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 2005, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

POLICY WITH RESPECT TO SECTION 162(M)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
provides that, unless an appropriate exemption applies, a tax deduction for the
Company for compensation of certain executive officers named in the Summary
Compensation Table will not be allowed to the extent such compensation in any
taxable year exceeds $1 million. As no executive officer of the Company received
compensation during 2004 approaching $1 million, and the Company does not
believe that any executive officer's compensation is likely to exceed $1 million
in 2005, the Company has not developed an executive compensation policy with
respect to qualifying compensation paid to its executive officers for
deductibility under Section 162(m) of the Code.

EXECUTIVE COMPENSATION

The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2005 for the Chief Executive Officer and all
other executive offices whose total cash compensation exceeds $100,000 in the
fiscal year ended December 31, 2005.

Annual Compensation Long Term Awards
Name and Principal Position Year Salary Bonus ($) Securities Underlying Options

Michael Dodak 2005 $275,000 $ 12,185 --
CEO and Chairman 2004 $275,000 $ 15,000 66,000(1)
2003 $220,000 $ 50,000 150,000(2)

David Fann 2005 $200,000 $ 6,360 --
President and Secretary 2004 $200,000 $ 6,700 66,000(1)
2003 $200,000 -- 150,000(2)

David Surette 2005 $137,945 $ 7,335 --
CFO 2004 $125,000 $ 13,500 30,450(1)
2003 $120,000 -- 85,500(3)(4)

Robert Colabrese 2005 $217,554 (5) $ 3,025 --
Executive Vice President Sales 2004 $200,000 (6) $ 7,000 16,500(1)
2003 $135,000 -- 54,000(2)

George McQuain 2005 $146,670 $ 6,430 --
CEO & COO of NMS 2004 $140,000 $ 14,500 44,700(1)
2003 $130,000 -- 54,000(2)

(1) In 2004, the executive management was granted options based on certain goals
that would have to be met for fiscal year 2005 before they could be vested. The
number of options shown here are the options that vested in 2005.

(2) In 2003, the executive management was granted options based on certain goals
that would have to be met for fiscal year 2004 before they could be vested. The
number of options shown here are the options that vested in 2004.

(3) Includes 55,500 options vested in 2004 and granted in 2003 by executive
management based on certain goals that would have to be met for fiscal year 2004
before they could be vested.

(4) Includes 30,000 options granted at date of hire which vests over 3 years.

(5) Combines commission payments of $82,554 during the year with salary of
$135,000.

(6) Combines commission payments of $65,000 during the year with salary of
$135,000.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table sets forth, for each of the named executive officers,
information concerning the number of shares received during fiscal 2005 upon
exercise of options and the aggregate dollar amount received from such exercise,
as well as the number and value of securities underlying unexercised options
held on December 31, 2005.

Shares Acquired Value Number of Securities Underlying Value of In The Money
on Exercise (#) Realized ($)(1) Options at Year End (#) Options at Year End ($)(2)

Exercisable Unexercisable Exercisable Unexercisable

Name
Mike Dodak -- -- 60,000 216,000 $ 17,400 ($83,760)
David Fann -- -- 60,000 216,000 $ 17,400 ($83,760)
David Surette -- -- 30,000 85,950 $ 25,200 ($31,654)
Robert Colabrese -- -- 45,000 70,500 $ 14,175 ($29,355)
George McQuain -- -- 40,000 98,700 $ 11,600 ($32,457)

(1) Based on the difference between the option exercise price and the fair
market value of our common stock on the exercise date.

(2) Based on the difference between the option exercise price and the closing
sale price of $1.19 of our common stock as reported on the OTC Bulletin Board on
December 31, 2005, the last trading day of our 2005 fiscal year.

EMPLOYMENT AGREEMENTS

We have the following employment contracts with the named executive officers:

Michael Dodak has a five year employment contract from June 30, 2004 to June 30,
2009, under Board and Mr. Dodak's approval. The agreement provides Mr. Dodak
with the following compensation: an annual salary of $250,000; which has been
increased to $275,000 once certain milestones were achieved, and can be raised
to $350,000 when other milestones are achieved; an annual bonus to be determined
and awarded by the Compensation Committee; and an 18 month severance agreement.

David Fann has a two year employment contract from April 29, 2002 to April 29,
2004, which was extended for two additional years until April 29, 2006 and then
extended again for one year until December 31, 2007, under Board and Mr. Fann's
approval. For performance as a director and officer, we will compensate Mr. Fann
with the following: a monthly salary of $7,500 per month, which has been
increased to $200,000 once certain milestones are achieved his salary can be
increased to $230,000 and an annual bonus and stock options to be determined and
awarded by the Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 2003, we issued 120,000 shares of our common stock to Michael Dodak, a
stockholder, officer, and director of our company, through a Private Placement
Offering in an amount of $30,000.

In June 2003, we issued 200,000 shares of our common stock to David Fann, a
stockholder, officer, and director of our company, through a Private Placement
Offering in an amount of $50,000 offsetting an equal amount of debt owed to Mr.
Fann.

In June 2003, we issued 80,000 shares of our common stock to Robert Colabrese, a
stockholder, and officer of our company, through a Private Placement Offering in
an amount of $20,000.

In June 2003, we issued 20,000 shares of our common stock to David Surette, a
stockholder, and officer of our company, through a Private Placement Offering in
an amount of $5,000.

In June 2003, we issued 20,000 shares of its common stock to Robert Landis, a
stockholder and director of our company, through a Private Placement Offering in
an amount of $5,000.

In June 2003, we issued 80,000 shares of its common stock to Lock Ireland, a
stockholder and director of we, through a Private Placement Offering in an
amount of $20,000.

In July 2003, we issued 80,000 shares of its common stock to Michael Dodak, a
stockholder, officer, and director of our company, through a Private Placement
Offering in an amount of $20,000.

In February 2004, we issued 182,486 shares of common stock to Michael Dodak, a
stockholder, officer, and director of our company, through exercise of 200,000
Private Placement Offering Warrants at $0.50 per share and exercised as
cashless.

In February 2004, we issued 182,486 shares of common stock to David Fann, a
stockholder, officer, and director of our company, through exercise of 200,000
Private Placement Offering Warrants (offsetting an equal amount of debt
currently owed by our company) at $0.50 per share and exercised as cashless.

In February 2004, we issued 72,994 shares of common stock to Robert Colabrese, a
stockholder, and officer of our company, through exercise of 80,000 Private
Placement Offering Warrants at $0.50 per share and exercised as cashless.

In February 2004, we issued 18,248 shares of common stock to David Surette, a
stockholder, and officer of our company, through exercise of 20,000 Private
Placement Offering Warrants at $0.50 per share and exercised as cashless.

In February 2004, we issued 73,007 shares of common stock to Lock Ireland, a
stockholder and director of our company, through exercise of 80,000 Private
Placement Offering Warrants at $0.50 per share and exercised as cashless.

In March 2004, we issued 2,000 shares of common stock to Lock Ireland, a
stockholder and director of our company, through exercise of 6,000 Private
Placement Offering Warrants at $1.75 per share.

In March 2004, we issued 140,000 shares of common stock to BFS US Special
Opportunities Trust PLC, a stockholder and beneficial owner of our company,
through exercise of Private Placement Offering Warrants at $1.75 per share.

In March 2004, we issued 140,000 shares of common stock to Renaissance Capital
Growth & Income Fund III, a stockholder and beneficial owner of our company,
through exercise of Private Placement Offering Warrants at $1.75 per share.

In March 2004, we issued 140,000 shares of common stock to Renaissance US Growth
Investment Trust PLC, a stockholder and beneficial owner of our company, through
exercise of Private Placement Offering Warrants at $1.75 per share.

In February 2004, we issued 533,332 shares of common stock to BFS US Special
Opportunities Trust PLC, a stockholder and beneficial owner of our company,
through a Private Placement Offering for $666,666 and we issued 1,066,668
Warrants exercisable from $1.75 to $5.00.

In February 2004, we issued 533,332 shares of common stock to Renaissance
Capital Growth & Income Fund III, a stockholder and beneficial owner of our
company, through a Private Placement Offering for $666,666 and we issued
1,066,668 Warrants exercisable from $1.75 to $5.00.

In February 2004, we issued 533,332 shares of common stock to Renaissance US
Growth Investment Trust PLC, a stockholder and beneficial owner of our company,
through a Private Placement Offering for $666,666 and we issued 1,066,668
Warrants exercisable from $1.75 to $5.00.

In February 2004, we issued 1,200,000 shares of common stock to Baron Partners,
LP, a stockholder and beneficial owner of our company, through a Private
Placement Offering for $1,500,000 and we issued 2,400,000 Warrants exercisable
from $1.75 to $5.00.

In September 2004, we issued 3,000 warrants to Lock Ireland, a stockholder and
director of our company, as part of a debenture with an exercise price of $1.75
per share.

In September 2004, we issued 60,000 warrants to BFS US Special Opportunities
Trust PLC, a stockholder and beneficial owner of our company, as part of a
debenture with an exercise price of $1.25 per share.

As of December 31, 2004, we had an unsecured promissory note in the amount of
$192,966 outstanding payable to Robert Mehlman, a stockholder of our company.
The note bears interest in the amount of 11% and is due in June 2013.

In September 2005, we reduced the exercise price from $1.75 to $1.25 and
extended the expiration date by five years on 60,000 warrants held by BFS US
Special Opportunities Trust PLC, a stockholder and beneficial owner of our
company, in return for a five year extension on $1,000,000 in debt financing.

In September 2005, we reduced the exercise price from $1.75 to $1.25 and
extended the expiration date by five years on 3,000 warrants held by Lock
Ireland, a stockholder and director of our company, in return for a five year
extension on $50,000 in debt financing.

As of November 2005, we issued 600,000 shares of common stock to BFS US Special
Opportunities Trust PLC, a stockholder and beneficial owner of our company,
through a Private Placement Offering for $750,000 and we issued 240,000 Warrants
exercisable from $1.75.

As of November 2005, we issued 600,000 shares of common stock to Renaissance US
Growth Investment Trust PLC, a stockholder and beneficial owner of our company,
through a Private Placement Offering for $750,000 and we issued 240,000 Warrants
exercisable from $1.75.

The Company will provide upon request and without charge to each stockholder
receiving this Proxy Statement a copy of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005, including the financial
statements and financial statement schedule information included therein, as
filed with the SEC.

OTHER BUSINESS

The Board of Directors is not aware of any matter other than the matters
described above to be presented for action at the Meeting. However, if any other
proper items of business should come before the Meeting, it is the intention of
the individuals named on your proxy card as the proxy holders to vote in
accordance with their best judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael Dodak
----------------------------------------
Michael Dodal, Chairman of the Board

Dated: ___________, 2006
Ponte Vedra Beach, Florida

PROXY
GLOBAL AXCESS CORP
ANNUAL MEETING OF STOCKHOLDERS - TO BE HELD
*, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, hereby appoints MICHAEL DODAK and
STEVEN BRUST and each of them, with full power of substitution in each, as
proxies for the undersigned, to represent the undersigned and to vote all the
shares of Common Stock of the Company which the undersigned would be entitled to
vote, as fully as the undersigned could vote and act if personally present, at
the Annual Meeting of Stockholders (the "Meeting") to be held on *, 2006, at *
P.M., local time, at *, or at any adjournments or postponements thereof.

Should the undersigned be present and elect to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of such attorneys or proxies shall be deemed terminated
and of no further force and effect. This proxy may also be revoked by filing a
written notice of revocation with the Secretary of the Company or by duly
executing a proxy bearing a later date.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR
AND EACH OF THE LISTED PROPOSALS.

Proposal(1) The election as directors of all nominees listed below to serve
until the 2006 Annual Meeting of Stockholders or until their successors have
been duly elected and qualified (except as marked to the contrary).

Nominees:
01) Michael Dodak 02) David Fann 03) Lock Ireland
04) Robert Landis 05) Robert Pearson 06) Alan W. Rossiter
07) Joseph M. Loughry, III

FOR ALL |_| WITHHOLD ALL |_| FOR ALL EXCEPT |_|

To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.

Proposal (2) Amending the Restated Certificate of Incorporation to increase the
Company's authorized shares of common stock from 45,000,000 shares to
100,000,000 shares.
FOR |_| AGAINST |_| ABSTAIN |_|

Proposal (3) To ratify the selection of Kirkland, Russ, Murphy & Tapp, P.A.
("Kirkland") as our independent auditors for the fiscal year ending December 31,
2005; and
FOR |_| AGAINST |_| ABSTAIN |_|

Proposal (4) To transact such other business as may properly come before the
Meeting and any adjournment or postponement thereof (Proposal 4).
FOR |_| AGAINST |_| ABSTAIN |_|

The shares represented by this proxy will be voted as directed by the
stockholder, but if no instructions are specified, this proxy will be voted for
the election of the Board nominees and for proposals (2), (3) and (4). If any
other business is presented at the Meeting, this proxy will be voted by those
named in this proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Meeting.

The undersigned acknowledges receipt from the Company, prior to the execution of
this proxy, of the Notice of Annual Meeting and accompanying Proxy Statement
relating to the Meeting and an Annual Report to Stockholders for fiscal year
ended December 31, 2006.

NOTE: PLEASE MARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN
THE ENCLOSED ENVELOPE. IF ACTING AS AN EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF
SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.

Signature (Please sign within the box) [ ________ ] DATE: _______, 2006
Signature (Joint owners) [_________ ] DATE: _______, 2006

"APPENDIX A"

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

GLOBAL AXCESS CORP

The undersigned, Chairman of the Board of Directors of the corporation,
does hereby certify as follows:

FIRST: The name of the corporation is:

GLOBAL AXCESS CORP

SECOND: The certificate of incorporation of the Corporation is hereby
amended by replacing Article Fourth, in its entirety, with the following:

THIRD: The amendment of the certificate of incorporation herein certified
has been duly adopted at a meeting of the Corporation's Board of Directors and
stockholders holding a majority of the outstanding shares of common stock of the
Corporation in accordance with the State of Nevada.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment of the Corporation's
Certificate of Incorporation, as amended, to be signed by Michael Dodak, its
CEO, this ___ day of ____________, 2006.

GLOBAL AXCESS CORP

/s/ MICHAEL DODAK
---------------------------------------
MICHAEL DODAK
Chairman of the Board