Exhibit 10.6


                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (the  "Agreement"),  effective as of October 1,
1998, by and between Global Payment Technologies,  Inc., a Delaware corporation,
with executive offices at 20 East Sunrise Highway, Valley Stream, New York 11581
(the  "Company"),  and Edward  Seidenberg,  residing at 759 Kearny Drive,  North
Woodmere, NY 11581, (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  President  and Chief
Operating  Officer  upon  the  terms  and  conditions  herein  contained,   with
responsibility for the performance of such duties as may be from time to time be
assigned  to him by the  Board  of  Directors  of the  Company  (the  "Board  of
Directors") or its Chief Executive Officer. Executive hereby accepts employment.
The Company shall use its best efforts to cause  Executive to be elected  and/or
appointed  to (a) the  Board  of  Directors,  and (b)  any  executive  operating
committee established to oversee and set general strategy for the Company

     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  September  30,  2001;  provided,  however,  that the term of this
Agreement

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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").  For purposes
hereof, the term "year" shall mean October 1 through September 30.

     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 $192,500  per year,  payable in  accordance  with the
Company's  regular  payroll  practice  for  senior  executives  of the  Company;
provided  that such base salary  shall be reviewed by the Board of  Directors no
less than annually and may be increased, but not decreased.

3.   ANNUAL BONUSES

     For each year during the term of this Agreement,  commencing with the first
year,  Executive  shall  be  entitled  to  receive  a bonus in an  amount  to be
determined by the Board of Directors in its sole discretion.  Anything contained
herein to the contrary notwithstanding, Executive shall be entitled to receive a
bonus at the end of the first year  hereof  consistent  with those  received  by
other senior executives of the Company.

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


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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 in effect on the date of his termination
of employment  hereunder plus (2) an amount equal to the higher of (i) the bonus
received pursuant to paragraph 3 for the most recently ended fiscal year or (ii)
the bonus  projected  by the Board of  Directors  for the  fiscal  year in which
termination  occurred  (subject to the terms and conditions of paragraph 3) and,
in each case,  pro rated by a  fraction,  the  numerator  of which  shall be the
actual  number of days  elapsed in the current  fiscal year and  denominator  of
which shall be 365 (the  "Severance  Payment").  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. In
addition to the Severance  Payment,  Executive  shall be entitled to receive all
benefits set forth in sections 6.1, 6.2 and 6.3 for the twelve months  following
such termination, on terms and conditions no less favorable than those in effect
immediately prior to the Executive's termination.

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  plans  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 Upon  presentation  of  appropriate  documentation,  the Company  shall
reimburse  Executive in an amount not to exceed seven thousand  ($7,000) dollars
per  year for the  premiums  on any  life  insurance  or  individual  long  term
disability  insurance  policies for Executive.  The foregoing  amounts  received
shall be in lieu of any other  obligations  the Company may have with respect to
such  insurances  other  than with  respect to similar  insurances  provided  to
employees on a Company-wide basis.

     6.3 The  Executive  shall be entitled to the full time use of an automobile
and shall be reimbursed by the Company for all related insurance  expenses in an
amount not to exceed the aggregate of nine thousand six hundred  dollars  $9,600
per


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calendar year,  such amount to be pro-rated in any year hereunder if less than a
full calendar year.

     6.4 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.

     6.5 The Company currently has directors and officers  liability  insurance.
The Company  covenants that Executive shall be covered under such policy through
the Employment Term, and thereafter with respect to matters occurring during the
Employment Term.

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
     22.5% 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  "Affiliate"),  (X) any acquisition by any 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 any entity in which
     the Executive has a direct or


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<PAGE>


     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 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


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<PAGE>


     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 five 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 five
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 a Transition  Period,  and if
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.


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<PAGE>


     (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 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;

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

          (v) The relocation of Executive's  principal  place of employment to a
     location which is both (X) at least 50 miles from Executive's  then-current
     principal  place of  employment  and (Y) at least  50  miles  further  from
     Executive's residence than such residence is from Executive's  then-current
     principal place of employment.


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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


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to be in the  public  domain  (such  information  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

     (a) Unless  Executive has terminated for Good Reason,  Executive shall not,
during the period of his employment by the Company and for a period of 24 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 or any of its
then  subsidiaries 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. 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.

     (b) The parties hereto acknowledge that, prior to a


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"Change in Control" (as defined in Section 7(a)), the consideration to Executive
for the covenant in Section 11.3(a) is the salary, bonuses and benefits provided
pursuant  to  this  Agreement.   Such  parties  further  acknowledge  that  such
consideration  is not  sufficient  to adequately  compensate  Executive for such
covenant in the event (i) there  occurs a Change in Control  and (ii)  Executive
either (X) has not been given notice by the Company that it desires Executive to
continue his employment for a Transition  Period as described in Section 7(b) or
(Y) Executive  has worked for the entire  Transition  period in accordance  with
Section 7(c), and thereafter Executive's employment is terminated by the Company
without  Cause,  or by Executive  with Good Reason  (including  for this purpose
under  circumstances  described  in Section  7(b) and (c)).  In that  case,  the
Company shall pay executive a single, lump sum payment of $250,000,  within five
days following his termination,  as additional consideration for the covenant in
Section 11.3(a),

     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 24 months  period  referred to in section 11.3 shall be reduced to 12 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 and all patents,  copyrights,  trademarks and other protection
with respect thereto and applications therefor (including


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<PAGE>


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

13.  NO OBLIGATION TO MITIGATE DAMAGES

     Executive  shall not be required  to mitigate  damages or the amount of any
payment  specifically  provided  for  under  this  Agreement  by  seeking  other
employment or otherwise,  nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation  earned by Executive as the result
of  employment  by another  employer  after the  termination  of his  employment
hereunder or otherwise.

14.  NOTICES

     All notices or communications hereunder shall be in writing,


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addressed as follows:


          To the Company:

          20 East Sunrise Highway
          Suite 201
          Valley Stream, New York 11581


          To Executive:

          759 Kearny Drive
          North Woodmere, NY 11581

     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.

15.  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.

16.  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 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


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<PAGE>


termination  of this  Agreement  and/or the  termination  of  employment  of the
Executive with the Company.

17.  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.

18.  GOVERNING LAW

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

19.  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.

20.  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


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<PAGE>


21.  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/  Edward Seidenberg
                                             -----------------------------
                                             Edward Seidenberg


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