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  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.


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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.

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9.       INSIDER TRADING
         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
         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.

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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 ______(Tel)     (631) 231-1177, extension 273(Tel)
(631) ____________ (Fax)                  (631) ____________ (Fax)
toliveri@gptx.com                         tmcneill@gptx.com



                             ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS
                             __________________________________, 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:



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