Exhibit 14
                        Global Payment Technologies, Inc.
                                 Code of Ethics
                                 --------------

Our Company's reputation for honesty and integrity is the sum of the personal
reputations of our directors, officers and employees. To protect this reputation
and to promote compliance with laws, regulations and Company policies, the Board
of Directors has adopted this Code of Ethics. This Code is only one aspect of
our commitment. You must be familiar with and comply with all Company policies
including those contained in your employee handbook.

This Code states the basic standards of ethics and conduct to which all of our
directors, officers and employees are held. These standards are designed to
deter wrongdoing and promote honest and ethical conduct, but will not cover all
situations. There may be times when the law or local practice restrict your
conduct to a greater extent than this Code. In these cases you must comply with
the law or local custom and practice, whichever is more restrictive.

If you have any doubts about the propriety of a situation, you should submit it
in writing to our Company's President or Chief Financial Officer, who will
review the situation and take appropriate action in keeping with this Code, our
other corporate policies and the law. If your concern relates to the Company's
President or Chief Financial Officer, you should submit your concern in writing
to the Board of Directors of the Company. The mailing address for each of these
individuals is included at the end of this Code.

Those who violate the standards stated in this Code will be subject to
disciplinary action.

1.       Scope
         -----
         You are subject to this Code if you are a director, officer or employee
         of the Company or any of its subsidiaries (or controlled entities).

2.       Honest and Ethical Conduct
         --------------------------
         We, as a Company, require honest and ethical conduct from everyone
         subject to this Code. Each of you has a responsibility to all other
         directors, officers, employees and to our Company itself, to act
         responsibly, in good faith and with competence and diligence. You are
         responsible to meet the Company's ethical and legal standards without
         misrepresenting material facts or allowing your independent judgment to
         be subordinated.

3.       Compliance with Laws, Rules and Regulations
         -------------------------------------------
         You are required to comply with both the letter and spirit of all
         applicable governmental laws, rules and regulations. Although you are
         not expected to know the details of all applicable laws, rules and
         regulations, you are expected to seek advice from your superiors at our
         Company (who will, if necessary, contact our outside counsel) if you
         have a question about any applicable laws, rules and regulations or if
         you are unsure whether certain conduct is illegal or unethical.



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4.       Conflict of Interest
         --------------------
         You must handle any actual or apparent conflict of interest in an
         ethical manner. Conflicts of interest are prohibited by Company policy
         and exist when a person's private interest interferes in any way with
         the interest of our Company. For example, taking actions or having
         interests that interfere with your ability to effectively and
         objectively perform your work for our Company is a conflict of
         interest. Conflicts of interest may also arise if you receive, or a
         member of your family receives, an improper personal benefit as a
         result of your position with the Company.

         Company policy prohibits conflicts of interest except under guidelines
         approved by the Board of Directors. The following standards apply to
         common situations where potential conflicts of interest may arise.

A.       Gifts and Entertainment
         -----------------------
         Personal gifts and entertainment offered by persons doing
         business with our Company may be accepted, when offered in
         the ordinary and normal course of the business
         relationship. However, the frequency and cost of any gifts
         (gifts must be of less than $100.00 in value) or
         entertainment may not be so excessive that your ability to
         exercise independent judgment on behalf of our Company is
         or may appear to be compromised. Any gift or entertainment
         must be of such nature that full public disclosure would
         not be embarrassing to the giver, the recipient or the
         Company. Any gifts given by the Company's directors,
         officers or employees must be recorded on the Company's
         financial records. Cash in any form is inappropriate and
         should not be accepted.

B.       Financial Interests In Other Organizations
         ------------------------------------------
         The determination whether any outside investment,
         financial arrangement or other interest in another
         organization is improper depends on the facts and
         circumstances of each case. Your ownership of an interest
         in another organization may be inappropriate if the other
         organization has a material business relationship with, or
         is direct competitor of, our Company and your financial
         interest is of such a size that your ability to exercise
         independent judgment on behalf of our Company is or may
         appear to be compromised. As a general rule, a passive
         investment would not likely be considered improper if it:
         (1) is in publicly traded shares; (2) represents less than
         1% of the outstanding equity of the organization in
         question; and (3) represents less than 5% of your net
         worth. Other interests also may not be improper, depending
         on the circumstances.

C.       Outside Business Activities
         The determination of whether any outside position an
         employee may hold is improper will depend on the facts and
         circumstances of each case. Your involvement in trade
         associations, professional societies, and charitable and
         similar organizations will not normally be viewed as
         improper. However, if those activities are likely to take
         substantial time from or otherwise conflict with your

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         responsibilities to our Company, you should obtain prior
         approval from your supervisor. Other outside associations
         or activities in which you may be involved are likely to
         be viewed as improper only if they would interfere with
         your ability to devote proper time and attention to your
         responsibilities to our Company or if your involvement is
         with another company with which our Company does business
         or competes. No management associate may engage in any
         outside employment, whether as an associate, officer,
         director, partner, trustee or proprietor with any company
         or firm without first obtaining the approval of the
         President or Chief Financial Officer (or the Board of
         Directors or Audit Committee of the Board of Directors if
         the management associate is an executive officer) For a
         director, employment or affiliation with a company with
         which our Company does business or competes must be fully
         disclosed to our Company's Board of Directors and must
         satisfy any other standards established by applicable law,
         rule (including rule of any applicable stock exchange) or
         regulation and any other corporate governance guidelines
         that our Company may establish.

5.       Corporate Opportunities
         -----------------------
         You are prohibited from taking for yourself, personally, opportunities
         that are discovered through the use of corporate property, information
         or position, unless the Board of Directors has declined to pursue the
         opportunity. You may not use corporate property, information, or
         position for personal gain, or to compete with our Company. You owe a
         duty to our Company to advance its legitimate interests whenever the
         opportunity to do so arises.

6.       Fair Dealing
         ------------
         You should endeavor to deal fairly with our Company's suppliers,
         customers, competitors and employees and with other persons with whom
         our Company does business. You should not take unfair advantage of
         anyone through manipulation, concealment, abuse of privileged
         information, misrepresentation of material facts, or any other
         unfair-dealing practice.

7.       Public Disclosures
         ------------------
         It is our Company's policy to provide full, fair, accurate, timely, and
         understandable disclosure in all reports and documents that we file
         with, or submit to, the Securities and Exchange Commission and in all
         other public communications made by our Company.

8.       Confidentiality
         ---------------
         You should maintain the confidentiality of all confidential information
         entrusted to you by our Company or by persons with whom the Company
         does business, except when disclosure is authorized or legally
         mandated. Confidential information includes all non-public information
         that, if disclosed, might be used by our competitors or be harmful to
         our Company or persons with whom our Company does business. Please see
         the Insider Trading and Disclosure Policy attached hereto as Exhibit A.

9.       Insider Trading
         ---------------

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         If you have access to material, non-public information concerning our
         Company, you are not permitted to use or share that information for
         stock trading purposes or any purpose other than to conduct our
         Company's business. The prohibition on insider trading applies not only
         to our Company's securities, but also to securities of other companies
         if you learn of material, non-public information about these companies
         in the course of your duties to the Company. Violations of this
         prohibition against "insider trading" may subject you to criminal or
         civil liability, in addition to disciplinary action by our Company.
         Please see the Insider Trading and Disclosure Policy attached hereto as
         Exhibit A.

10.      Protection and Proper Use of Company Assets
         -------------------------------------------
         You are responsible to protect our Company's assets and promote their
         efficient use. Theft, carelessness and waste have a direct impact on
         the profitability of the Company. Employees are obligated to protect
         the Company's assets including proprietary information. Proprietary
         information includes intellectual property such as trade secret
         patents, trademarks and copyrights as well as business, marketing and
         service plans, engineering and marketing ideas, designs, databases,
         records, salary information and any unpublished financial data and
         reports. Unauthorized use or distribution of this information is a
         violation of Company policy and could also be illegal and result in
         civil or criminal penalties.

11.      Interpretations and Waivers of the Code of Ethics
         -------------------------------------------------
         If you are unsure whether a particular activity or relationship is
         improper under this Code or requires a waiver of this Code, you should
         disclose it to our Company's President or Chief Financial Officer (or
         the Board of Directors or Audit Committee if you are an executive
         officer or director), who will first make a determination whether a
         waiver of this Code is required and second, if required, whether a
         waiver will be granted. You may be required to agree to conditions
         before a waiver or a continuing waiver is granted. However, any waiver
         of this Code for an executive officer or director may only be made by
         the Company's Board of Directors (or the committee to which the Board
         of Directors delegates this function) and will promptly be disclosed to
         the extent required by applicable law, rule (including any rule of any
         applicable stock exchange) or regulation.

12.      Reporting any Illegal or Unethical Behavior
         -------------------------------------------
         Our Company wants to promote ethical behavior. Employees are encouraged
         to talk to supervisors, managers or other appropriate personnel when in
         doubt about the best course of action in a particular situation.
         Additionally, employees should promptly report violations of laws,
         rules and regulations of this Code to the Company's President or Chief
         Financial Officer. Any report or allegation of a violation of
         applicable laws, rules, regulations or this Code need not be signed and
         may be sent anonymously. All reports of violations of this Code,
         including those sent anonymously will be promptly investigated and, if
         found to be accurate, acted upon in a timely manner. If any report of
         wrongdoing relates to accounting or financial reporting matters, or
         relates to persons involved in the development or implementation of our
         Company's system of internal controls, please follow the procedures in
         the Company's Business Conduct Policy. To the extent the Company's
         Business Conduct Policy conflicts with this Code, this Code will

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         control. It is the Company's policy not to allow actual or threatened
         retaliation, harassment or discrimination due to reports of misconduct
         by others made in good faith by employees. Employees are expected to
         cooperate in internal investigations of misconduct.

13.      Compliance Standards and Procedures
         -----------------------------------
         This Code is intended as a statement of basic principles and standards
         and does not include specific rules that apply to every situation. Its
         contents have to be viewed within the framework of our Company's other
         policies, practices and instructions and requirements of law. This Code
         is in addition to other policies, practices or instructions of our
         Company that must be observed. Moreover, the absence of a specific
         corporate policy, practice or instruction covering a particular
         situation does not relieve you of the responsibility for exercising the
         highest ethical standards applicable to the circumstances.

         In some situations, it is difficult to know right from wrong. Because
         this Code does not anticipate every situation that will arise, it is
         important that each of you approach a new question or problem in a
         deliberate fashion:

               (a)  Determine if you know all the facts.

               (b)  Identify exactly what it is that concerns you.

               (c)  Discuss the problem with a supervisor or, if you are a
                    director or an executive officer, the Company's Board of
                    Directors.

               (d)  Seek help from other resources such as other management
                    personnel, the President or the Chief Financial Officer.

               (e)  Seek guidance before taking any action that you believe may
                    be
                  unethical or dishonest.

         You will be governed by the following compliance standards:

 o                You are personally responsible for your own conduct and for
                  complying with all provisions of this Code and for properly
                  reporting known or suspected violations;

 o                If you are a supervisor, manager, director or officer, you
                  must use your best efforts to ensure that employees understand
                  and comply with this Code;

 o                No one has the authority or right to order, request or even
                  influence you to violate this Code or the law. A request or
                  order from another person will not be an excuse for your
                  violation of this Code;

 o                Any attempt by you to induce a director, officer or employee
                  of our Company to violate this Code, whether successful or
                  not, is itself a violation of this Code and may be a violation
                  of law;

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 o                Any retaliation or threat of retaliation against any director,
                  officer or employee of our Company for refusing to violate
                  this Code, or for reporting in good faith the violation or
                  suspected violation of this Code, is itself a violation of
                  this Code and our Company's Business Conduct Policy and may be
                  a violation of law; and

 o                Our Company expects that every reported violation of this Code
                  will be investigated.

Violation of any of the standards contained in this Code, or in any other
policy, practice or instruction of our Company, can result in disciplinary
actions, including dismissal and civil or criminal action against the violator.
This Code should not be construed as a contract of employment and does not
change any person's status as an at-will employee.

This Code is for the benefit of our Company, and no other person is entitled to
enforce this Code. This Code does not, and should not be construed to, create
any private cause of action or remedy in any other person for a violation of
this Code.

The names, addresses, telephone numbers, facsimile numbers and e-mail addresses
of the President and Chief Financial Officer of our Company are set forth below:



------------------------                      -------------------------
Thomas Oliveri                                Thomas McNeill
President                                     Chief Financial Officer
425B Oser Avenue                              425B Oser Avenue
Hauppauge, New York 11788                     Hauppauge, New York 11788
(631) 231-1177, extension 214 (Tel)           (631) 231-1177, extension 273(Tel)
(631) 434-1771 (Fax)                          (631) 434-1771 (Fax)
toliveri@gptx.com                             tmcneill@gptx.com



                                 Adopted by Resolution of the Board of Directors
                                 December 22, 2003


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                                    EXHIBIT A
                                    ---------






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STATEMENT OF ACKNOWLEDGMENT

You are being furnished two copies of this Code of Ethics. To confirm that you
have read and understand it, please sign one copy below and return it to the
Chief Financial Officer.

I have read and I understand and I will observe the requirements of this Code of
Ethics of Global Payment Technologies, Inc.





                     Name: ______________________________
                                     Print Above

                     Signature: ___________________________

                     Date: _______________________________

Business Address: