Exhibit 4.1 (L)
                           THIRD AMENDMENT AND WAIVER
                               TO CREDIT AGREEMENT

     THIRD  AMENDMENT  AND WAIVER,  dated as of this 13th day of  January,  2004
(this  "Amendment  and  Waiver") to the Amended and Restated  Credit  Agreement,
dated as of September  10, 2002, as amended by the Amendment and Waiver dated as
of May 14, 2003 and the Second Amendment and Waiver to Credit Agreement dated as
of  December  23,  2003 (as it may be further  amended,  restated,  modified  or
otherwise  supplemented,  from time to time,  the  "Credit  Agreement"),  by and
between GLOBAL  PAYMENT  TECHNOLOGIES,  INC. (the  "Company") and JPMORGAN CHASE
BANK (the "Lender").

     WHEREAS,  the Company has requested  and the Lender has agreed,  subject to
the terms and  conditions  of this  Amendment  and Waiver,  to further waive and
amend certain provisions of the Credit Agreement as set forth herein; and

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein contained, the parties hereto agree as follows:

     1.   Waiver.
          -------

     (a)  Compliance  with  Section  7.13(a) of the Credit  Agreement  is hereby
waived for (i) the fiscal  periods from (x) July 1, 2003 through  September  30,
2003 and (y) October 1, 2003 through  December  31, 2003 to permit  Consolidated
Tangible Net Worth to be less than  $12,300,000  during such periods;  provided,
however,  Consolidated  Tangible Net Worth was not less than  $9,180,000  at any
time during the period from July 1, 2003 through September 30, 2003 and (ii) the
calendar month ended December 31, 2003 to permit Consolidated Tangible Net Worth
to be less than $9,600,000;  provided, however,  Consolidated Tangible Net Worth
was not less than $7,500,000 at the end of such calendar month.

     (b)  Compliance  with  Section  7.13(e) of the Credit  Agreement  is hereby
waived for the fiscal  period from June 30, 2003  through  December  23, 2003 to
permit  the  ratio  of   Consolidated   Total   Unsubordinated   Liabilities  to
Consolidated Tangible Net Worth to be greater than .60:1.00;  provided, however,
that the ratio of Consolidated Total Unsubordinated  Liabilities to Consolidated
Tangible  Net Worth was not  greater  than  .67:1.00 as of the fiscal year ended
September 30, 2003.

     2.   Amendments.
          -----------

     (a) Section 7.13(a) of the Credit  Agreement is hereby amended and restated
in its entirety to provide as follows:

          "(a) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
          Worth to be less than the  amount set forth  below at any time  during
          the applicable fiscal quarter:

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          Fiscal Quarter Ending                                Amount
          ---------------------                                ------

          Second Fiscal Quarter ending March 31, 2004          $6,500,000
          Third Fiscal Quarter ending June 30, 2004            $5,200,000
          Fourth Fiscal Quarter ending September 30, 2004      $3,900,000"

     (b) Section 7.13(b) of the Credit  Agreement is hereby amended and restated
in its entirety to provide as follows:

          "(b) Consolidated  EBITDA.  Permit Consolidated EBITDA to be less than
          the amount set forth below  opposite  the  applicable  month or fiscal
          quarter ending:

          Determination Date                          Amount
          ------------------                          ------

          January 31, 2004                            ($1,370,000)
          February 29, 2004                           ($1,257,000)
          Fiscal quarter ending  March 31, 2004       ($1,367,000)
          April 30, 2004                              ($1,221,000)
          May 31, 2004                                ($1,113,000)
          Fiscal quarter ending June 30, 2004         ($1,095,000)
          July 31, 2004                               ($1,218,000)
          August 31, 2004                             ($1,112,000)
          Fiscal quarter ending September 30, 2004    ($1,108,000)"

     3.  Conditions  of  Effectiveness.  This  Amendment and Waiver shall become
effective  on the date  hereof so long as the Lender  shall have  received  this
Amendment and Waiver, duly executed by the Company and the Guarantor.

     4.   Miscellaneous.
          --------------

     The amendments and waivers herein contained are limited specifically to the
matters set forth above and for the  specific  instances  and purposes for which
given and do not constitute  directly or by implication a waiver or amendment of
any other provisions of the Credit Agreement or a waiver of any other Default or
Event of Default.

     Capitalized  terms used herein and not otherwise  defined herein shall have
the same meanings as defined in the Credit Agreement.

     Except as expressly  amended or waived hereby,  the Credit  Agreement shall
remain in full force and effect in accordance  with the original  terms thereof.
The Credit Agreement is ratified and confirmed in all respects by the Company.

     The Company hereby  represents and warrants that (a) after giving effect to
this  Amendment and Waiver,  the  representations  and  warranties in the Credit
Agreement  and the other Loan  Documents  are true and  correct in all  material
respects   as  of  the  date   hereof  with  the

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<PAGE>

same effect as though such  representations and warranties have been made on and
as of such date,  unless such  representation is as of a specific date, in which
case, as of such date, (b) after giving effect to this Amendment and Waiver,  no
Default or Event of Default has occurred and is continuing,  and (c) the Company
is  currently  insured  under,  and has paid all  premiums  with respect to, its
credit insurance policy with the Export-Import Bank of the United States.

     Should there be a request for further waivers or amendments with respect to
the  covenants  described  in  paragraph 1 hereof or any other  covenants,  such
request shall be evaluated by the Lender when formally requested, in writing, by
the Company, and the Lender may deny any such request for any reason in its sole
discretion.

     This  Amendment  and Waiver  contains  the  agreement of the Lender and the
Company  with respect to the  Amendments  and Waivers set forth  herein,  and no
other oral or written agreement has been entered into between the Lender and the
Company with respect to the subject matter hereof.

     This Amendment and Waiver may be executed in one or more counterparts, each
of which shall  constitute  an  original,  but all of which when taken  together
shall constitute but one amendment and waiver.

     THIS  AMENDMENT AND WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.

     This Amendment and Waiver shall constitute a Loan Document.

     [next page is signature page]

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Waiver to be duly executed as of the day and year first above written.


                                            GLOBAL PAYMENT TECHNOLOGIES, INC.


                                            By:_______________________________
                                            Name:  Thomas McNeill
                                            Title:     Vice President and CFO


                                            By:_______________________________
                                            Name:  Thomas Oliveri
                                            Title: President and COO


                                            JPMORGAN CHASE BANK


                                            By:_______________________________
                                            Name:  Gev Nentin
                                            Title: Managing Director



                                 ACKNOWLEDGMENT

     The  undersigned,  not a party to the  Credit  Agreement  but a  Guarantor,
hereby  acknowledges  and agrees to the terms of this Waiver and  Amendment  and
confirms that its Guaranty is in full force and effect.

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         ABACUS FINANCIAL MANAGEMENT SYSTEMS LTD., USA
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         By:____________________________________
            Name:        Thomas McNeill
            Title:       Vice President and CFO


         By:____________________________________
            Name:        Thomas Oliveri
            Title:       President and COO
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