Exhibit 10.5


                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement (the  "Agreement"),  effective as of January 1,
1998, by and between Global Payment Technologies,  Inc., a Delaware corporation,
with executive offices at 20 East Sunrise Highway,  Suite 201, Valley Stream, NY
11581 (the  "Company"),  and Robert W. Nader,  residing at 17  Soundview  Drive,
Huntington, NY 11743, (the "Executive").

                                   WITNESSETH:

     WHEREAS,  the Company  desires to formalize the employment of the Executive
as a senior executive officer of the Company; and

     WHEREAS,  the  Company  and  Executive  desire to enter  into an  agreement
relating to such employment;

     NOW,   THEREFORE,   in   consideration  of  the  covenants  and  agreements
hereinafter set forth, the parties hereto agree as follows:

1.   EMPLOYMENT

     1.1 As of the commencement of the Employment Term (as hereinafter defined),
the Company hereby employs  Executive in a senior  executive  capacity (it being
contemplated  that  he  shall  be  elected  and  serve  as  the  Vice  President
Product/Market  Development upon the terms and conditions herein contained, with
responsibility  for the  performance  of such duties as may be from time to time
assigned  to him by the  Board  of  Directors  of the  Company  (the  "Board  of
Directors"),  its  Chief  Operating  Officer  or its  Chief  Executive  Officer.
Executive hereby accepts employment.

     1.2 The term of  employment  under this  Agreement  shall  commence  on the
effective  date of this  Agreement,  and,  subject  to the  terms  hereof  shall
terminate  on  December  31,  2000,  provided,  however,  that  the term of this
Agreement  shall  automatically  be extended for  additional  one (1) year terms
beyond the  initial  term  unless  and until  either  the  Company or  Executive
provides  sixty  (60) days  prior  written  notice to the other of its desire to
terminate  this  Agreement  as of the  end of the  then  current  term  of  this
Agreement (such term of employment is referred to hereinafter as the "Employment
Term").

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     1.3 Throughout the Employment Term, Executive shall devote his best efforts
and all of his business  time,  attention and skills to the business and affairs
of the Company.

2.   SALARY

     2.1 During the Employment  Term,  Executive  shall be entitled to receive a
base salary at the rate of $100,000 per year plus an  additional  non-refundable
draw against commissions (the "Draw"),  payable in accordance with the Company's
regular  payroll  practice for senior  executives of the Company;  provided that
such base salary and Draw shall be reviewed by the COO,  CEO,  the  Compensation
Committee  and/or  the  Board of  Directors  as may be  required,  no less  than
annually and may be increased,  but not decreased.  During the period January 1,
1998 through  December  31, 1998,  such Draw shall be at the rate of $40,000 per
annum.  During the period January 1, 1999 through  December 31, 1999,  such Draw
shall be at the rate of  $50,000  per annum.  During the period  January 1, 2000
through December 31, 2000, such Draw shall be at the rate of $60,000 per annum.

3.   COMMISSIONS

     For each year during the term of this Agreement,  commencing with the first
year,  Executive  shall be  entitled to receive  commissions  in an amount to be
determined by the CEO and COO in their sole discretion.

4.   INCENTIVE STOCK OPTION PLAN

     4.1 The Executive  shall be entitled to participate in the Company's  Stock
Option plan in a manner equal to that of other senior executives.

     4.2 The ISO shall be subject to such other terms and  conditions as are set
forth in the grant.

5.   TERMINATION UNDER CERTAIN CONDITIONS

     Subject  to  section  7(d),  in the event that  Executive's  employment  is
terminated  by the Company  (other than for "Cause" as  hereinafter  defined) or
Executive  terminates his employment for "Good Reason" (as hereinafter  defined)
prior to the end of the Employment Term,  Executive shall be entitled to receive
in lieu of any and all other payments a severance payment in an aggregate amount
equal to (1)  Executive's  yearly base salary and draw  against  commissions  in
effect on the date of his  termination of employment  hereunder (the  "Severance
Payment") plus (2) any outstanding commissions due Executive (the "Outstanding


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Commissions").  The  Severance  Payment  shall be payable  in six equal  monthly
installments,  the first  installment  to be due and payable on the first day of
the month immediately  following such termination.  The Outstanding  Commissions
payment(s)  shall be made within a  reasonable  time period  (within 30 days) of
such commissions being earned.

6.   CERTAIN EMPLOYEE BENEFITS

     6.1 During the Employment Term, Executive shall be entitled to participate,
to the extent he is  eligible  under the terms and  conditions  thereof,  in any
benefit  plan  which the  Company  may from time to time  provide  to its senior
executives during the Employment Term.  Unless otherwise  specifically set forth
herein,  the Company  shall be under no  obligation  to institute or  thereafter
continue the existence of any such benefit plan.

     6.2 The  Executive  shall be entitled to the full time use of an automobile
and shall be reimbursed by the Company at the rate of $7,200 per calendar year.

     6.3 During the Employment Term, Executive shall be entitled to the use of a
private  office  and  secretarial  assistance,  both  appropriate  for a  senior
executive of the Company.

7.   CHANGE OF CONTROL

     (a) For the purpose of this Agreement, a "Change of Control" shall mean:

          (i) The  acquisition  by any  individual,  entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
     35% or more (on a fully diluted  basis) of either (i) the then  outstanding
     shares of common stock of the Company,  taking into account as  outstanding
     for this purpose such common stock issuable upon the exercise of options or
     warrants,  the conversion of convertible stock or debt, and the exercise of
     any similar  right to acquire such common stock (the  "Outstanding  Company
     Common  Stock") or (ii) the combined  voting power of the then  outstanding
     voting securities of the Company entitled to vote generally in the election
     of directors  (the  "Outstanding  Company  Voting  Securities");  provided,
     however,   that  for  purposes  of  this   subsection  (a),  the  following
     acquisitions shall not constitute a Change of Control:  (W) any acquisition
     by the Company or any "affiliate" of the Company,  within the meaning of 17
     C.F.R. ss. 230.405 (an


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     "Affiliate"),  (X) any acquisition by an employee  benefit plan (or related
     trust)  sponsored or  maintained by the Company or any  Affiliate,  (Y) any
     acquisition  by any  corporation  pursuant to a transaction  which complies
     with clauses (X), (Y) and (Z) of subsection (iii) of this Section 7(a), and
     (Z) any  acquisition  by an entity in which the  Executive  has a direct or
     indirect equity interest; or

          (ii) Individuals who, as of the effective date hereof,  constitute the
     Board  of  Directors  (the  "Incumbent  Board")  cease  for any  reason  to
     constitute  at  least a  majority  of the  Board  of  Directors;  provided,
     however,  that  any  individual  becoming  a  director  subsequent  to such
     effective date whose election,  or nomination for election by the Company's
     shareholders,  was  approved  by a  vote  of at  least  a  majority  of the
     directors then comprising the Incumbent Board shall be considered as though
     such individual were a member of the Incumbent  Board,  but excluding,  for
     this purpose, any such individual whose initial assumption of office occurs
     as a result of an actual or threatened election contest with respect to the
     election or removal of directors or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person  other than the Board of
     Directors; or

          (iii)  Consummation of a  reorganization,  merger or  consolidation or
     sale or other  disposition of all or substantially all of the assets of the
     Company (a "Business  Combination"),  in each case, unless,  following such
     Business  Combination,  (X) all or substantially all of the individuals and
     entities who were the beneficial owners,  respectively,  of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities  immediately
     prior  to  such  Business   Combination   beneficially   own,  directly  or
     indirectly, more than 60% of, respectively,  the then outstanding shares of
     common stock and the combined voting power of the then  outstanding  voting
     securities entitled to vote generally in the election of directors,  as the
     case may be, of the  corporation  resulting from such Business  Combination
     (including,  without  limitation,  a corporation  which as a result of such
     transaction owns the Company or all or  substantially  all of the Company's
     assets   either   directly  or  through  one  or  more   subsidiaries)   in
     substantially the same proportions as their ownership, immediately prior to
     such Business Combination of


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     the  Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
     Securities,  as the  case  may be,  and (Y) no  Person  (excluding  (I) any
     employee,  benefit plan (or related  trust)  sponsored or maintained by the
     Company or any Affiliate of the Company, or such corporation resulting from
     such Business Combination or any Affiliate of such corporation, or (II) any
     entity in which the Executive has an equity  interest,  or any Affiliate of
     such entity)  beneficially owns, directly or indirectly,  20% or more (on a
     fully  diluted  basis) of,  respectively,  the then  outstanding  shares of
     common stock of the corporation  resulting from such Business  Combination,
     taking into  account as  outstanding  for this  purpose  such common  stock
     issuable  upon the  exercise  of options or  warrants,  the  conversion  of
     convertible stock or debt, and the exercise of any similar right to acquire
     such common  stock,  or the combined  voting power of the then  outstanding
     voting  securities  of such  corporation  except  to the  extent  that such
     ownership  existed  prior to the  Business  Combination  and (Z) at least a
     majority  of the  members  of the  board of  directors  of the  corporation
     resulting  from such  Business  Combination  were members of the  Incumbent
     Board at the time of the  execution  of the  initial  agreement,  or of the
     action of the Board of Directors,  providing for such Business Combination;
     or

          (iv)  Approval  by the  shareholders  of  the  Company  of a  complete
     liquidation or dissolution of the Company.

     (b) The Company or its  successor  or purchaser  shall notify  Executive in
writing, no later than 10 days prior to a Change in Control,  whether it desires
Executive to remain employed for a maximum of twelve months following the Change
in Control (the  "Transition  Period").  If Executive is notified that it is not
desired that he remain employed  following the Change in Control,  or if no such
notice is given or the notice references a Transition Period of more than twelve
months,  Executive shall have the right to voluntarily  terminate his employment
for the 60-day period  following  the Change in Control and,  subject to Section
7(d) below,  such  termination  shall be deemed to have occurred for Good Reason
for purposes of this Agreement.

     (c) If Executive is properly  notified that the Company or its successor or
purchaser desires Executive to remain employed for the Transition Period, and if


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<PAGE>


Executive remains employed for the Transition Period,  then Executive shall have
the  right  to  voluntarily  terminate  his  employment  for the  60-day  period
following the end of the Transition  Period and,  subject to Section 7(d) below,
such  termination  shall be deemed to have occurred for Good Reason for purposes
of this Agreement.

     (d) If, following a Change in Control, Executive's employment is terminated
by the Company other than for Cause, or Executive  terminates his employment for
Good Reason (including for this purpose under circumstances described in Section
7(b) and (c)), (i) the Severance Payment due to Executive  pursuant to Section 5
shall be increased by 50% and (ii) such payment  shall be made to Executive in a
single lump sum no later than five days following his termination.

8.   TERMINATION FOR GOOD REASON

     Executive  may terminate  his  employment  hereunder for Good Reason at any
time during the Employment  Term, in which event Executive shall resign from all
of his positions with the Company. For purposes of this Agreement, "Good Reason"
shall mean the Executive's  good faith  determination  that any of the following
has occurred (without Executive's express prior written consent):

          (i) The assignment to executive by the Company of duties  inconsistent
     with those of a vice  president or those of such other  equivalent  or more
     senior position then held by Executive,  if any (including status,  titles,
     offices and lines of reporting),  except in connection with the termination
     of  Executive's  employment  for  Cause  (as  described  in  paragraph  9),
     disability  (as  defined  in  section  9.2(c)  below),  or as a  result  of
     Executive's death or termination by Executive other than for Good Reason;

          (ii) A reduction by the Company in Executive's base salary;

          (iii) The  taking of any action by the  Company  which  would  deprive
     Executive of any material  fringe benefit  enjoyed by Executive at any time
     during the Employment Term as set forth in paragraph 6; or

          (iv) Any  material  breach by the  Company  of any  provision  of this
     Agreement.


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<PAGE>


9.   DISCHARGE FOR CAUSE

     9.1 The  Company  shall  have the  right to  terminate  the  employment  of
Executive during the Employment  Term. If the Company  terminates the employment
of Executive  other than for Cause,  the  provisions of paragraph 5 hereof shall
apply.  If the Company  terminates  the  employment of Executive for Cause,  its
obligation  under this Agreement to make any further payments to Executive shall
thereupon  cease and  terminate  except for any  obligations  accrued  but which
remain unpaid.

     9.2 As used  herein,  the term  "cause"  shall be  limited to (a) action by
Executive  involving  willful  malfeasance or gross negligence having an adverse
effect on the  Company,  or (b) failure to act by Executive  involving  material
malfeasance or gross negligence having an adverse effect on the Company provided
that any action or failure to act by Executive shall not constitute  "Cause" if;
in good faith,  Executive believed such action or failure to act to be in or not
opposed to the best interests of the Company, or if Executive shall be entitled,
under  applicable  law or the  Certificate  of  Incorporation  or By-Laws of the
Company, to be indemnified with respect to such action or failure to act, (c) in
the  event  Employer  makes a good  faith  determination  that  Executive  is so
disabled,  for mental or physical  reasons,  that he is unable to satisfactorily
perform his duties  hereunder  for an aggregate of 180 days during any period of
12 consecutive months, or (d) the death of Executive.

     9.3  Termination of Executive for Cause pursuant to this section 9 shall be
communicated by a notice of termination.

10.  EXPENSES

     The Company shall reimburse  Executive for reasonable  expenses incurred in
connection with the performance of his duties hereunder upon  presentation to it
by Executive from time to time of an itemized  account of such  expenditures  in
accordance with the Company's procedures as in effect from time to time.

11.  NONDISCLOSURE; NONCOMPETE; INVENTIONS

     11.1 "Confidential  Information" Defined. As used in this paragraph 11, the
term "Confidential  Information" shall mean any and all information  (verbal and
written) relating to the Company or any of its respective subsidiaries or any of
its respective  activities,  other than such  information  which can be shown by
Executive to be in the public domain (such information


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<PAGE>


not being  deemed to be in the public  domain  merely  because it is embraced by
more general information which is in the public domain) other than as the result
of a breach of the provisions of section 11.2 below, including,  but not limited
to, information relating to: technology;  research; test procedures and results;
machinery  and  equipment;   manufacturing  processes;   financial  information;
products;   identity  and  description  of  raw  materials  and  services  used;
purchasing; costs; pricing; engineering; customers and prospects; marketing; and
selling and servicing.

     11.2 Nondisclosure of Confidential Information. Executive shall not, at any
time  during the term of his  employment  by the  Company  (other than as may be
required in connection with the  performance by him of his duties  hereunder) or
thereafter directly or indirectly, use, communicate, disclose or disseminate any
Confidential Information in any manner whatsoever.

     11.3 Noncompete Covenant.  Unless Executive has terminated for Good Reason,
Executive  shall not, during the period of his employment by the Company and for
a period of 15 months  thereafter,  directly  or  indirectly  (a)  engage in any
business (whether as owner, manager,  operator,  lender,  partner,  shareholder,
licensor, licensee, joint venturer, employee,  consultant or otherwise) in which
the Company is engaged (or is actively considering  engaging) during the term of
Executive's  employment  by the  Company  in any  geographic  area in which  the
Company or any of its  respective  subsidiaries  is so  engaged  or is  actively
considering  engaging,  or (b)  take  any  other  action  which  constitutes  an
interference with or a disruption of the activities of the Company or any of its
subsidiaries.

In addition,  the Executive  acknowledges the Company has equity  investments in
certain   subsidiaries   and   affiliates   (hereinafter   referred  to  as  the
"Subsidiaries").  In the event either of the conditions in (i) or (ii) below are
satisfied,  the Executive agrees to be bound by this noncompete covenant,  as it
relates to the specific business.

     (i)  if the  revenue  across  all  Subsidiaries  and  the  Company,  from a
          specific product line,  service offering or single customer exceeds 5%
          of the


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          Company's revenue for its most recently completed fiscal year, or

     (ii) if the revenue from any individual Subsidiary's specific product line,
          service offering or single customer  exceeds 15% of that  Subsidiary's
          total revenue for its most recently completed fiscal year.

Notwithstanding the foregoing, Executive shall be permitted to own (as a passive
investment)  not more than 1% of any  class of  securities  which is  registered
under the Securities Exchange Act of 1934 as amended;  provided,  however,  that
said 1% limitation shall apply to the aggregate  holdings of Executive and those
of all other persons and entities with whom  Executive has agreed to act for the
purpose of acquiring, holding, voting or disposing of such securities.

     11.4  Certain  Activities.  For  purposes  of  clarification,  but  not  of
limitation,  Executive  hereby  acknowledges  and agrees that the  provisions of
section 11.3 above shall serve as a prohibition  against him,  during the period
referred to therein, directly or indirectly,  hiring, offering to hire, enticing
away or in any other manner  persuading  or  attempting to persuade any officer,
employee,  agent, lessor,  lessee,  licensor,  licensee,  customer,  prospective
customer or supplier of the Company or any of its subsidiaries to discontinue or
alter  his or its  relationship  with the  Company  or any of its  subsidiaries;
provided,  however,  that in the event Executive has terminated for Good Reason,
the 15 months  period  referred to in section  11.3 shall be reduced to 9 months
for purposes of this section 11.4.

     11.5 Inventions.  Executive shall assign,  transfer,  convey and deliver to
the  Company,  and hereby does assign,  transfer and convey to the Company,  all
right, title and interest in and to all ideas, concepts, inventions, devices and
improvements which pertain to methods, apparatus,  designs, products, processes,
devices or services sold, leased, used under consideration or development by the
Company  or any of  subsidiaries,  or which  otherwise  relate or pertain to the
business,  functions or  operations  of the Company or any of its  subsidiaries,
whether or not patentable or copyrightable  (collectively called  "Inventions"),
and in and to any


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and all  patents,  copyrights,  trademarks  and other  protection  with  respect
thereto     and     applications     therefor     (including      continuations,
continuations-in-part,  divisions,  reissues,  renewals and  extensions) for all
countries  relating to such Inventions,  which  Executive,  either alone or with
others,  may  make,  conceive  or  reduce  to  practice  during  the term of his
employment  by the Company  (it being  agreed that any  Invention  disclosed  by
Executive  within one year  following the  termination  of his employment by the
Company  shall be deemed to fall  within the  provisions  of this  section  11.5
unless proved by him to have been first conceived,  made and reduced to practice
following the termination of his employment by the Company). Executive shall (i)
promptly  communicate  and  disclose to the Company  all  information,  data and
details concerning all Inventions, and (ii) during the term of his employment by
the Company and at any time thereafter, execute all papers and perform all acts,
and  cooperate  with the Company and its counsel in any other way which,  in the
sole view of the Company,  is necessary and proper to more fully  effectuate the
provisions of this section 11.5. All expenses in connection with the obligations
of  Executive  under  this  section  11.5  shall be borne by the  Company or its
nominee.

     11.6 Records. During the period of his employment by the Company, Executive
shall make and maintain  adequate and current written records of all Inventions,
in the form of notes, sketches,  drawings and/or reports relating thereto, which
records  shall be and shall  remain the  property  of the  Company  and shall be
available  to the  Company at all times.  Upon the  termination  of  Executive's
employment  for any reason  whatsoever,  all documents,  records,  notebooks and
other materials which refer or relate to any aspect of the business of the which
are in the  possession of  Executive,  including  all copies  thereof,  shall be
promptly returned to Employer.

     11.7  Injunctive  Relief.  etc. The parties hereto hereby  acknowledge  and
agree that (i) the Company would be irreparably injured in the event of a breach
by Executive of any of his  obligations  under this  paragraph 11, (ii) monetary
damages  would not be an  adequate  remedy  for any such  breach,  and (iii) the
Company shall be entitled to injunctive  relief, in addition to any other remedy
which it may have,  in the event of any such  breach.  It is hereby  also agreed
that the existence of any claims which Executive may have against the Company or
its  subsidiaries,  whether under this  Agreement or  otherwise,  shall not be a
defense  to the  enforcement  by the  Company  of any of its  rights  under this
paragraph 11.


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     11.8 Scope of Restriction.  It is the intent of the parties hereto that the
covenants contained in this paragraph 11 shall be enforced to the fullest extent
permissible  under the laws and public  policies of each  jurisdiction  in which
enforcement is sought (Executive hereby acknowledging that said restrictions are
reasonably  necessary for the  protection of the  Company).  Accordingly,  it is
hereby  agreed  that if any of the  provisions  of this  paragraph  11  shall be
adjudicated  to be invalid or  unenforceable  for any  reason  whatsoever,  said
provision shall be (only with respect to the operation thereof in the particular
jurisdiction  in which such  adjudication  is made)  construed  by limiting  and
reducing  it  so as  to  be  enforceable  to  the  extent  permissible,  without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of said provision in any other jurisdiction.

     11.9  Nonexclusivity.  The  undertakings  of  Executive  contained  in this
paragraph 11 shall be in addition to, and not in lieu of, any obligations  which
he may have with respect to the subject matter hereof, whether by contract, as a
matter of law or otherwise.

12.  CAPACITY, ETC.

     Employee  hereby  represents and warrants to Employer that: (a) he has full
power,  authority  and  capacity to execute and deliver this  Agreement,  and to
perform his obligations hereunder, (b) said execution,  delivery and performance
will not (and with the  giving of  notice  or lapse of time or both  would  not)
result in the breach of any agreements or other obligations to


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which he is a party or otherwise  bound, and (c) this Agreement is his valid and
binding obligation in accordance with its terms.

13.  NOTICES

     All notices or communications  hereunder shall be in writing,  addressed as
follows:

          To the Company:
               20 East Sunrise Highway
               Suite 201
               Valley Stream, New York 11581

          To Executive:
               Robert W. Nader
               17 Soundview Drive
               Huntington, NY 11743

     Any such notice or  communication  shall be sent  certified  or  registered
mail, return receipt requested,  postage prepaid, addressed as above (or to such
other address as such party may designate in writing from time to time), and the
actual date of receipt,  as shown by the receipt  therefor,  shall determine the
time at which notice was given.

14.  SEPARABILITY, LEGAL FEES

     If any  provision  of this  Agreement  shall be  declared  to be invalid or
unenforceable,  in whole or in part, such invalidity or  unenforceability  shall
not affect the remaining  provisions hereof which shall remain in full force and
effect.  The Company shall pay all legal fees and other fees and expenses  which
Executive may incur in entering into this Agreement,  if executed  (provided the
amount  of such  legal  fees  shall  not  exceed  $2,500)  or in  obtaining,  or
attempting to obtain compensation or other benefits under this Agreement.

15.  INDEMNIFICATION

     The Company  shall  indemnify  and hold  harmless  the  Executive  from and
against any and all damage,  loss,  liability or expense  (including  reasonable
attorneys'  fees which shall be advanced by the Company)  arising out of or with
respect to the performance of his duties


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hereunder  in his  capacity  as an officer  and  employee of the Company (or any
subsidiary  or affiliate  thereof) to the maximum  extent  permitted by law. The
Executive shall notify the Company of any claim by any third party coming to his
attention which could result in any liability on the Company's part. The Company
shall have the right to conduct the defense  against any such claim with counsel
of its  selection.  The  obligations  of the Company under this Section 16 shall
continue  following the termination of this Agreement  and/or the termination of
employment of the Executive with the Company.

16.  BINDING EFFECT, ASSIGNMENT

     (a) This  Agreement  shall be binding  upon and inure to the benefit of the
heirs and  representatives  of Executive  and the assigns and  successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise  subject to  hypothecation  by  Executive  or by the  Company.  The
Company  shall not  assign  this  Agreement  to any  successor  or assign of the
Company without the written consent of Executive.

     (b) The Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company to expressly  assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement,  "Company"  shall mean the  Company as  hereinbefore  defined and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

17.  GOVERNING LAW

     This Agreement shall be construed,  interpreted, and governed in accordance
with the laws of the State of New York.

18.  ARBITRATION

     Any controversy or claim arising out of or relating to this  agreement,  or
the breach  thereof,  shall be settled by  arbitration  in  accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association  in New
York, New York, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.


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<PAGE>


19.  ENTIRE AGREEMENT

     This  Agreement  represents  the entire  agreement of the parties and shall
supersede any and all previous contracts, arrangements or understandings between
the  Company  and  Executive  with  respect to the subject  matter  hereof.  The
Agreement may be amended at any time by mutual written  agreement of the parties
hereto.

20.  HEADINGS

     The headings  contained  herein are for the sole purpose of  convenience of
reference,   and  shall  not  in  any  way  limit  or  affect  the   meaning  or
interpretation of any of the terms or provisions of this Agreement.


     IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be duly
executed and  Executive  has hereunto set his hand  effective as of the date set
forth above.


                                        GLOBAL PAYMENT TECHNOLOGIES, INC.


                                        By:  /s/  Stephen Katz
                                             ---------------------------
                                             Stephen Katz
                                             Chairman of the Board



                                             /s/  Robert W. Nader
                                             ---------------------------
                                             Robert W. Nader


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