Exhibit 10.9

                      [Letterhead of Chase Manhattan Bank]


September 9, 1996

Mr. Edward D. Seidenberg
Vice President & Chief Financial Officer
Coin Bill Validator, Inc.
425-B Oser Avenue
Hauppauge, NY 11788

Dear Ed,

Based upon our preliminary discussions and investigations, The Chase Manhattan
Bank (the "Bank") is willing to consider the extension of a secured line of
credit (the "Line") outlined below to Coin Bill Validator, Inc. (the
"Borrower"). This letter is made available for discussion purposes only and as
such does not constitute an agreement to lend on the part of the Bank, but
rather serves merely as an expression of our interest in discussing further the
possibility of structuring a credit facility for the Borrower and a summary of
some basic terms and conditions which may serve as a basis for negotiation
between us.

The Line might, for example, consist of the following:

Line and Amount:    A $5,000,000 secured line of credit (the "Line") which would
                    be used by the Borrower for working capital. The Line would
                    cancel and replace any existing lines of credit currently
                    extended to the Borrower. Advances under the Line would be
                    subject to the sole discretion of the officers of the Bank,
                    to the execution and delivery of such documentation as the
                    Bank deems necessary and appropriate and the receipt and
                    continuing satisfaction with current financial and other
                    information. The Bank would, among other things, require
                    full repayment of the Line for a consecutive thirty (30) day
                    period. Any Line arrangement would expire upon one (1) year
                    following its inception.

Collateral:         A first priority perfected security interest in all personal
                    property of the Borrower, whether now owned or hereafter
                    acquired and wherever located, including, without
                    limitation, accounts, inventory, machinery, equipment,
                    fixtures, chattel
<PAGE>

                    paper, insurance proceeds, contract rights, cash, bank
                    accounts, documents, instruments and general intangibles.

Interest Rate:      The Bank is considering pricing for the Line as: (i)The
                    Chase Manhattan Bank's Prime Rate (floating), the rate
                    publicly announced at its principal office from time to time
                    as its "Prime Rate" (360 day basis), plus 1/4 of 1% or (ii)
                    the Reserve Adjusted London Interbank Offering Rate (LIBOR)
                    plus 275 basis points per annum (360 day basis) for periods
                    of one, three or six months (subject to availability) but in
                    any event not beyond the Line expiration date and for
                    amounts not less than $500,000. The LIBOR option would be
                    subject to appropriate yield protection language relating to
                    changes in reserves, laws, regulations, etc.


Administration Fee: $2,500

Documentation:      All loan, guaranty, security and other documents would be
                    provided by the Bank and would be required to be mutually
                    acceptable to the Borrower and the Bank. The Borrower would
                    be required to reimburse the Bank for all out-of-pocket
                    expenses, including, but not limited to, fees of the Bank's
                    counsel incurred in connection with the preparation and
                    execution of the required documentation, whether or not the
                    Line transaction contemplated herein is ultimately
                    consummated, up to an amount not to exceed $2,000 in the
                    aggregate.

Obviously, many terms and conditions of the Line require further negotiation
between us and approval of the Credit Committee of the Bank must be obtained.
However, additional terms and conditions would include, without limitation,
the following:

                  (i)   receipt and satisfactory review by the Bank of a summary
                        aging of accounts receivable (by account) of the
                        Borrower for the most recent fiscal month end;

                  (ii)  receipt and satisfactory review by the Bank of UCC
                        searches in all of the appropriate jurisdictions;

                  (iii) all legal matters to be satisfactory to the Bank's
                        counsel;

                  (iv)  satisfactory customer, supplier and bank checkings;

                  (v)   receipt and satisfactory review by the Bank of any
                        additional information, documentation, reports or
<PAGE>

                        certifications, not specified above, that the Bank deems
                        necessary

As previously mentioned, this letter does not represent an agreement to lend by
the Bank, and is subject to the successful negotiation of the terms of the Line,
satisfactory review of all appropriate legal documentation by the Bank and its
counsel and credit approval of the transaction contemplated herein by the Bank.

Should you have any questions concerning our interest in considering the Line,
please do not hesitate to contact me. I look forward to speaking with you at
your earliest convenience to discuss this matter further.

Very truly yours,

THE CHASE MANHATTAN BANK

Carolyn Bhattangi
<PAGE>

Exhibit 10.9

                      [Letterhead of Chase Manhattan Bank]


September 10, 1996

Mr. Edward D. Seidenberg
Vice President & Chief Financial Officer
Coin Bill Validator, Inc.
425B Oser Avenue
Hauppauge, NY 11788

Dear Ed,

We are pleased to advise you that based upon your annual financial statements
for the fiscal year ending September 30, 1995, The Chase Manhattan Bank (the
"Bank") has approved your request for a secured line of credit for Coin Bill
Validator, Inc. in the aggregate amount of $5,000,000. The line of credit will
be secured by a first priority perfected security interest in all personal
property of Coin Bill Validator, Inc. Our officers may, at their discretion,
make short-term loans to Coin Bill Validator, Inc. on such terms as are mutually
agreed upon between us from time to time.

Borrowings under this line of credit are intended to be used to meet your normal
short-term working capital needs and will bear interest at such a rate as shall
be mutually agreed upon by each of us from time to time. This line of credit has
an associated administration fee of $2,500, payable in advance.

It is a condition that all outstandings under the line be repaid for a
consecutive 30 day period before the expiration date of this line.

As this line is not a commitment, credit availability is, in addition, subject
to your execution and delivery of such documentation as the Bank deems
appropriate and the receipt and continuing satisfaction with current financial
information, which information will be furnished to the Bank as it may from time
to time reasonably request. This line of credit expires on September 30, 1997.

We are pleased to be of service and trust you will call upon us to assist in any
of your banking requirements.


Very truly yours,


/s/ Sallyanne K. Ballweg