Exhibit 4.1(k)
                           SECOND AMENDMENT AND WAIVER
                               TO CREDIT AGREEMENT

         SECOND AMENDMENT AND WAIVER, dated as of this 23rd day of December,
2003 (this "Amendment and Waiver") to the Amended and Restated Credit Agreement,
dated as of September 10, 2002, as amended by the Amendment and Waiver dated as
of May 14, 2003 (as it may be further amended, restated, modified or otherwise
supplemented, from time to time, the "Credit Agreement"), by and between GLOBAL
PAYMENT TECHNOLOGIES, INC. (the "Company") and JPMORGAN CHASE BANK (the
"Lender").

         WHEREAS, the Company has requested and the Lender has agreed, subject
to the terms and conditions of this Amendment and Waiver, to waive and amend
certain provisions of the Credit Agreement as set forth herein; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

1.       Waivers.
         -------

         (a) Compliance with Section 7.13(a) of the Credit Agreement is hereby
waived for the fiscal periods from (i) July 1, 2003 through September 30, 2003
and (ii) October 1, 2003 through December 31, 2003 to permit Consolidated
Tangible Net Worth to be less than $12,300,000 during such periods; provided,
however, Consolidated Tangible Net Worth was not less than $11,783,000 at any
time during the period from July 1, 2003 through September 30, 2003.

         (b) Compliance with Section 7.13(d) of the Credit Agreement is hereby
waived for the fiscal quarter ended September 30, 2003 and the fiscal quarter
ending December 31, 2003 to permit Consolidated Interim EBIT to be less than
($650,000) during such periods; provided, however, Consolidated Interim EBIT (i)
was not less than ($2,450,000), for the fiscal quarter ended September 30, 2003,
and (ii) will not be less than ($1,352,000), for the fiscal quarter ending
December 31, 2003.

         (c) Compliance with Section 7.13(f) of the Credit Agreement is hereby
waived for the periods from (i) July 1, 2003 through September 29, 2003 and (ii)
September 30, 2003 through December 31, 2003 to permit the ratio of Consolidated
Quick Assets to Consolidated Current Liabilities to be less than 1.25:1.00 and
1.30:1.00, respectively, during such periods; provided, however, such ratio was
not less than 1.29:1.00 at any time during the period commencing July 1, 2003
through September 30, 2003.

2.       Amendments.
         -----------

         (a) Notwithstanding anything to the contrary herein, the Company's
option to convert Alternate Base Rate Loans to Adjusted Libor Loan or Quoted
Rate Loans shall be terminated.

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<PAGE>

All provisions of the Credit Agreement referring to Adjusted Libor Loans and
Quoted Rate Loans shall be null and void and without effect.

         (b) The definition of "Revolving Credit Commitment" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the reference to the amount
"$2,000,000" and inserting the amount $1,200,000" in place thereof.

         (c) The definition of "Revolving Credit Commitment Termination Date" in
Section1.01 of the Credit Agreement is hereby amended and restated in its
entirety to provide as follows:

                  "Revolving Credit Commitment Termination Date" shall mean
                  December 31, 2004.

         (d) Section 1.01 of the Credit Agreement is further amended by adding
the following new definitions in their appropriate alphabetical order:

                  "Blocked Account" shall have the meaning set forth in Section
                  10.01(a) hereof.

                  "Company's Account" shall have the meaning set forth in
                  Section 10.04 hereof.

                  "Compliance Date" shall mean March 31, 2004, provided that if
                  a Take-out Commitment shall have been issued and is in effect
                  on such date, "Compliance Date" shall mean any date thereafter
                  in the event that such Take-out Commitment shall expire or
                  shall be rescinded.

                  "Consolidated Capital Expenditures" shall mean additions to
                  property and equipment of the Company and the Guarantors,
                  which, in conformity with Generally Accepted Accounting
                  Principles, are included as "additions to property, plant or
                  equipment" or similar items (including, without limitation,
                  Capital Leases) which would be reflected in the consolidated
                  statement of cash flow of the Company and the Guarantors.

                  "Customer" shall mean and include the account debtor or
                  obligor with respect to any Account.

                  "Effective Date" shall mean December 23, 2003.

                  "Eligible Receivables" shall mean all Receivables of the
                  Company other than those Receivables which are more than sixty
                  (60) days past the invoice due date.

                  "GPT Australia" shall mean Global Payment Technologies
                  Australia Pty. Ltd.

                  "GPT Australia Receivables" shall mean those accounts
                  receivable owing to GPT Australia for goods shipped to
                  Aristocrat Technologies Australia Pty. Ltd. which are insured

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<PAGE>

                  by credit insurance issued by the Export-Import Bank of the
                  United States on terms and conditions satisfactory, in all
                  respects, to the Lender.

                  "Insured Receivables" shall mean those Receivables which are
                  insured by credit insurance issued by the Export-Import Bank
                  of the United States on terms and conditions satisfactory, in
                  all respects, to the Lender.

                  "Lockbox" shall have the meaning set forth in Section 10.01(a)
                  hereof.

                  "Take-out Commitment" shall mean a written commitment of a
                  bank, other financial institution or other lender that is
                  accepted by the Company to provide funds to the Company with
                  which the Company may refinance its Loans owing to the Lender.

                  "Total Outstandings" shall mean, on any date of determination,
                  the sum of the Aggregate Outstandings plus the outstanding
                  principal balance of the Term Loan at such time.

         (e) Section 3.01(a) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

                  "(a) Each Alternate Base Rate Loan shall bear interest for the
                  period from the date hereof on the unpaid principal amount
                  thereof at a fluctuating rate per annum equal to the Alternate
                  Base Rate plus (i) one and one-half percent (1.50%), during
                  the period from the Effective Date through and including
                  February 29, 2004, (ii) three and one-half percent (3.50%),
                  during the period from March 1, 2004 through and including
                  April 30, 2004, (iii) five and one-half percent (5.50%) at any
                  time on or after May 1, 2004, provided that, in the event that
                  the Company shall obtain a Take-out Commitment by February 29,
                  2004, the increase in the interest rate margin as described in
                  subsections (ii) and (iii) above shall not be implemented, but
                  rather the interest rate margin described in subsection (i)
                  above shall remain in effect; provided further that if such
                  Take-out Commitment shall expire or be rescinded, the rate of
                  interest applicable to Alternate Base Rate Loans shall be
                  equal to the Alternate Base Rate plus five and one-half
                  percent (5.50%) per annum.

         (f) Section 3.10 of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof:

                  "Notwithstanding the foregoing, at any time following the
                  Compliance Date (a) the Company authorizes the Lender to apply
                  monies deposited in the Blocked Account to reduce the
                  Aggregate Outstanding in accordance with Section 10.01 hereof
                  and (b) all cash requirements of the Company shall be funded
                  through the Blocked Account."

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<PAGE>

         (g) Section 6.03(b) of the Credit Agreement is hereby amended to delete
the reference therein to the phrase "45 days" on the first line thereof and to
replace it with the amount "30 days".

         (h) Section 6.03 of the Credit Agreement is hereby further amended to
(i) delete the period at the end of subsection (k) and replace it with "; and"
and (ii) add the following new subsections at the end thereof as follows:

                  (l) as soon as available, but in any event not later than 15
                  days after the end of each month of each fiscal year of the
                  Company, a copy of the unaudited interim consolidated balance
                  sheet of the Company and its Subsidiaries as of the end of
                  each such month and the related unaudited interim consolidated
                  statements of income, shareholders equity and cash flow for
                  such month, in each case prepared by the Chief Financial
                  Officer and accompanied by a certificate executed by the Chief
                  Financial Officer to the effect that such consolidated
                  financial statements present fairly in all material respects
                  the financial condition and results of operations of the
                  Company and its consolidated Subsidiaries on a consolidated
                  basis in accordance with Generally Accepted Accounting
                  Principles consistently applied;

                  (m) as soon as available but in any event not later than 5
                  days after the end of each week of each fiscal year of the
                  Company, consolidated cash flow projections for the Company
                  and its consolidated Subsidiaries prepared on a week-by-week
                  basis for the 13 weeks following the date of preparation
                  thereof and setting forth any deviations in such projections
                  from the projections previously provided to the Lender, in
                  form and substance satisfactory to the Lender, all prepared in
                  accordance with Generally Accepted Accounting Principles
                  consistently applied; and

                  (n) as soon as available and in any event within 10 days after
                  the end of each month, or more frequently as may be required
                  by the Lender, a detailed aged accounts receivable schedule
                  and accounts payable schedule, each prepared on a consolidated
                  basis with respect to the Company and its Subsidiaries, all in
                  form and substance satisfactory to the Lender.

         (i) Section 6.04 of the Credit Agreement is hereby amended by adding
the following sentence at the end thereof:

                  "The Company acknowledges and agrees that the Lender or any of
                  its agents or representatives may visit the properties of the
                  Company, at any time and from time to time, to conduct a
                  review and audit of the Company's assets, including, without
                  limitation the Receivables, on terms and conditions
                  satisfactory to the Lender, the costs, expenses and charges
                  for which shall be paid by the Company in accordance with
                  Section 9.03 of the Credit Agreement."

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<PAGE>

          (j) Article VI of the Credit Agreement is hereby amended to added the
following new Section 6.16 and Section 6.17 at the end thereof:

                  SECTION 6.16. Blocked Account/Lockbox Account. In the event
                  that the Company shall fail to obtain a Take-out Commitment by
                  March 31, 2004, execute and deliver to the Lender a Lockbox
                  Agreement, Blocked Account Agreement and such other documents
                  and agreements as the Lender may require in order to establish
                  the Lockbox Account and the Blocked Account by April 15, 2004,
                  in accordance with Article X hereof. In addition, at any time
                  following the Compliance Date, the Company shall comply with
                  the provisions of Article X hereof.

                  SECTION 6.17. GPT Australia Receivables. Deliver to the
                  Lender, as soon as possible and in any event within thirty
                  (30) days from the Effective Date, evidence satisfactory to
                  the Lender, in its sole discretion, that the Export-Import
                  Bank of the United States has agreed to make all payments
                  under the credit insurance policy covering the GPT Australia
                  Receivables which may become due to GPT Australia directly to
                  the Lender.

         (k) Section 7.02 of the Credit Agreement is hereby amended to delete
subsections "(d)", "(e)" and "(f)" therefrom.

         (l) Section 7.13 of the Credit Agreement is hereby amended and restated
in its entirety to provide as follows:

(a)                        Consolidated Tangible Net Worth. Permit Consolidated
                           Tangible Net Worth to be less than $9,600,000 at the
                           end of any calendar month.

(b)                        Consolidated EBITDA. Permit Consolidated EBITDA to be
                           less than the amount set forth below opposite the
                           applicable month or fiscal quarter ending:

                           Determination Date                            Amount
                           ------------------                            ------

                           January 31, 2004                           ($370,000)
                           February 29, 2004                          ($257,000)
                           Fiscal quarter ending  March 31, 2004      ($367,000)
                           April 30, 2004                             ($221,000)
                           May 31, 2004                               ($113,000)
                           Fiscal quarter ending June 30, 2004        ($95,000)
                           July 31, 2004                              ($218,000)
                           August 31, 2004                            ($112,000)
                           Fiscal quarter ending September 30, 2004   ($108,000)

                                       5
<PAGE>

                  (c)      Consolidated Capital Expenditures. Permit
                           Consolidated Capital Expenditures to exceed $50,000,
                           in the aggregate, for any fiscal quarter of the
                           Company.

         (m) Article VIII of the Credit Agreement is hereby amended by (i)
adding the word "or" immediately following subsection "(n)" thereof and (ii)
adding the following new subsection "(o)" immediately following subsection "(n)"
thereof:

                  "(o) the sum of the amount of (i) the Insured Receivables plus
                  (ii) the GPT Australia Receivables shall, at any time, fail to
                  be equal to or greater than one (1.00) times the Aggregate
                  Outstandings at such time; or

                  (p) the amount of the Company's Eligible Receivables shall, at
                  any time, fail to be equal to or greater than two (2) times
                  the Total Outstandings at such time;

         (n) The Credit Agreement is further amended by adding the following new
Article X at the end thereof as follows:

                                    ARTICLE X
                      MANAGEMENT, COLLECTION AND STATUS OF
                        RECEIVABLES AND OTHER COLLATERAL

         SECTION 10.01. Collection of Receivables; Management of Collateral. (a)
         On or prior to the Compliance Date, the Company will, at its own cost
         and expense, (i) arrange for remittances on Receivables to be made
         directly to a post office box under the Lender's sole dominion and
         control established by the Company (the "Lockbox"), and (ii) promptly
         deposit all payments received by the Company on account of Receivables,
         whether in the form of cash, checks, notes, drafts, bills of exchange,
         money orders or otherwise, into a blocked account under the Lender's
         sole dominion and control established by the Company at the Lender (the
         "Blocked Account"), in precisely the form received (but with any
         endorsements of the Company necessary for deposit or collection),
         subject to withdrawal by the Lender only, as hereinafter provided, and
         until such payments are deposited, such payments shall be deemed to be
         held in trust by the Company for and as the Lender's property and shall
         not be commingled with the Company's other funds. All remittances and
         payments that are deposited in the Blocked Account will be applied by
         the Lender to reduce the Aggregate Outstandings of the Loans owing to
         the Lender and for cash requirements of the Company, subject to final
         collection in cash of the item deposited and subject to the assessment
         of a one day collection charge. The Lender may charge the Company's
         account for the amount of any item of payment which is returned to
         Lender unpaid or otherwise dishonored. The Lender shall not be required
         to deposit any check which bears the legend "Payment in Full" or words
         of similar import, unless the Company shall have previously informed
         the Lender to accept such check.

         Upon the occurrence of an Event of Default following the Compliance
         Date, the Lender may send a notice of assignment and/or notice of the
         security interest in favor of the Lender to any and all Customers or

                                       6
<PAGE>

         any third party holding or otherwise concerned with any of the
         collateral, and thereafter the Lender shall have the sole right to
         collect the Receivables and/or take possession of the collateral and
         the books and records relating thereto. The Company shall not, without
         the Lender's prior written consent, grant any extension of the time of
         payment of any Account, compromise or settle any Account for less than
         the full amount thereof, release, in whole or in part, any person or
         property liable for the payment thereof, or allow any credit or
         discount whatsoever thereon except, prior to the occurrence and
         continuance of an Event of Default, as permitted by Section 10.03
         hereof.

         (b) (i) The Company hereby constitutes the Lender or the Lender's
         designee as the Company's attorney-in-fact with power to endorse the
         Company's name upon any notes, acceptances, checks, drafts, money
         orders or other evidences of payment or collateral that may come into
         possession; to sign the Company's name on any invoice or bill of lading
         relating to any Receivables, drafts against Customers, assignments and
         verifications of Receivables and notices to Customers; to send
         verifications of Receivables; upon the occurrence of an Event of
         Default, to notify the Postal Service authorities to change the address
         for delivery of mail addressed to the Company to such address as the
         Lender may designate; and to do all other acts and things necessary to
         carry out this Agreement. All acts of said attorney or designee are
         hereby ratified and approved, and said attorney or designee shall not
         be liable for any acts of omission or commission, for any error of
         judgment or for any mistake of fact or law, provided that the Lender or
         its designee shall not be relieved of liability to the extent it is
         determined by a final judicial decision that its act, error or mistake
         constituted gross negligence or willful misconduct. This power of
         attorney being coupled with an interest is irrevocable until all of the
         Obligations are finally and indefeasibly paid in full and this
         Agreement and the right to request Loans hereunder is terminated.

         (ii) The Lender, without notice to or consent of the Company, upon the
         occurrence and during the continuance of an Event of Default after the
         Compliance Date, (A) may sue upon or otherwise collect, extend the time
         of payment of, or compromise or settle for cash, credit or otherwise
         upon any terms, any of the Receivables or any securities, instruments
         or insurance applicable thereto and/or release the obligor thereon; (B)
         is authorized and empowered to accept the return of the goods
         represented by any of the Receivables; and (C) shall have the right to
         receive, endorse, assign and/or deliver in its name or the name of the
         Company, any and all checks, drafts and other instruments for the
         payment of money relating to the Receivables, and the Company hereby
         waives notice of presentment, protest and non-payment of any instrument
         so endorsed.

         (c) Nothing herein contained shall be construed to constitute the
         Company as agent of the Lender for any purpose whatsoever, and the
         Lender shall not be responsible or liable for any shortage,
         discrepancy, damage, loss or destruction of any part of the collateral
         wherever the same may be located and regardless of the cause thereof
         (except to the extent it is determined by a final judicial decision
         that the Lender's act or omission constituted gross negligence or
         willful misconduct). The Lender shall not, under any circumstances or
         in any event whatsoever, have any liability for any error or omission

                                       7
<PAGE>

         or delay of any kind occurring in the settlement, collection or payment
         of any of the Receivables or any instrument received in payment thereof
         or for any damage resulting therefrom (except to the extent it is
         determined by a final judicial decision that the Lender's error,
         omission or delay constituted gross negligence or willful misconduct).
         The Lender does not, by anything herein or in any assignment or
         otherwise, assume the obligations of the Company under any contract or
         agreement assigned to the Lender, and the Lender shall not be
         responsible in any way for the performance by the Company, of any of
         the terms and conditions thereof.

         (d) If any of the Receivables includes a charge for any tax payable to
         any governmental tax authority, the Lender is hereby authorized (but in
         no event obligated) in its discretion, to pay the amount thereof to the
         proper taxing authority for the account of the Company, and to charge
         the Company's Account therefor. The Company shall notify the Lender if
         any Receivables include any tax due to any such taxing authority and,
         in the absence of such notice, the Lender shall have the right to
         retain the full proceeds of such Receivables and shall not be liable
         for any taxes that may be due from the Company, by reason of the sale
         and delivery creating such Receivables; provided, that the Company may
         request a Revolving Credit Loan, subject to and in accordance with the
         provisions of Section 2.01 hereof, in order to fund the payment of such
         tax obligations.

         SECTION 10.02. Receivables Documentation. The Company will, in addition
         to the monthly detailed accounts receivable agings delivered pursuant
         to this Agreement, at such intervals as the Lender may require, furnish
         such further schedules and/or information as the Lender may require
         relating to the Receivables, including, without limitation, sales
         invoices and receivables reconciliations. In addition, the Company
         shall notify the Lender of any non-compliance in respect of the
         representations, warranties and covenants contained in Section 10.03
         hereof. The items to be provided under this Section 10.02 are to be in
         form satisfactory to the Lender and are to be executed and delivered to
         the Lender from time to time solely for its convenience in maintaining
         records of and monitoring of the collateral; the Company's failure to
         give any of such items to the Lender shall not affect, terminate,
         modify or otherwise limit the Lender's Lien or security interest in the
         collateral.

         SECTION 10.03. Status of Receivables and Other Collateral. The Company
         covenants, represents and warrants to the Lender that: (a) it shall be
         the sole owner, free and clear of all Liens except Liens in favor of
         the Lender or otherwise permitted hereunder, of and fully authorized to
         sell, transfer, pledge and/or grant a security interest in each and
         every item of said collateral owned by it; (b) each Account shall be a
         good and valid account representing an undisputed bona fide
         indebtedness incurred or an amount indisputably owed by the Customer
         therein named, for a fixed sum as set forth in the invoice relating
         thereto with respect to an absolute sale and delivery upon the
         specified terms of goods sold by the Company, or work, labor and/or
         services theretofore rendered by the Company; (c) no Account is or
         shall be subject to any defenses, offset, counterclaim, discount or
         allowance (as of the time of its creation) except as may be stated in
         the invoice relating thereto or discounts and allowances as may be
         customary in the Company's business; (d) none of the transactions
         underlying or giving rise to any Account shall violate any applicable

                                       8
<PAGE>

         state or federal laws or regulations, and all documents relating to any
         Account shall be legally sufficient under such laws or regulations and
         shall be legally enforceable in accordance with their terms; (e) to the
         best of its knowledge, each Customer, guarantor or endorser with
         respect to any Account is solvent and will continue to be fully able to
         pay all Receivables on which it is obligated in full when due; (f) all
         documents and agreements relating to Receivables shall be true and
         correct and in all respects what they purport to be; (g) to the best of
         its knowledge, all signatures and endorsements that appear on all
         documents and agreements relating to Receivables shall be genuine and
         all signatories and endorsers with respect thereto shall have full
         capacity to contract; (h) it shall maintain books and records
         pertaining to the collateral in such detail, form and scope as the
         Lender shall require; (i) it will immediately notify the Lender if any
         accounts arise out of contracts with the United States of America or
         any department, agency or instrumentality thereof, and, if required by
         the Lender, will execute any instruments and take any steps required by
         the Lender in order that all monies due or to become due under any such
         contract shall be assigned to the Lender and notice thereof given to
         the United States Government under the Federal Assignment of Claims
         Act; (j) it will, immediately upon learning thereof, report to the
         Lender any material loss or destruction of, or substantial damage to,
         any of the collateral, and any other matters affecting the value,
         enforceability or collectibility of any of the collateral; (k) if any
         amounts payable under or in connection with any Account is evidenced by
         a promissory note or other instrument, as such terms are defined in the
         Uniform Commercial Code, such promissory note or instrument shall be
         immediately pledged, endorsed, assigned and delivered to the Lender as
         additional collateral; (l) it shall not re-date any invoice or sale or
         make sales on extended dating beyond that customary in the industry;
         (m) all inventory to the extent produced by the Company has been or
         will be produced in accordance with the federal Fair Labor Standards
         Act of 1938, as amended, and the rules, regulations and orders
         thereunder; and (n) it is not nor shall it be entitled to pledge the
         Lender's credit on any purchases or for any purpose whatsoever.

         SECTION 10.04. Monthly Statement of Account. The Lender shall maintain,
         in accordance with its customary procedures, a loan account in the name
         of the Company ("Company's Account") in which shall be recorded the
         date and amount of each Loan made by the Lender and the date and amount
         of each payment in respect thereof; provided, however, the failure by
         the Lender to record the date and amount of any Advance shall not
         adversely affect the rights of the Lender. For each month, the Lender
         shall send to Company a statement showing the accounting for the Loans
         made, payments made or credited in respect thereof, and other
         transactions between the Lender and the Company, during such month. The
         monthly statements shall be deemed correct and binding upon Company in
         the absence of manifest error and shall constitute an account stated
         between the Lender and the Company unless Lender receives a written
         statement of the Company's specific exceptions thereto within thirty
         (30) days after such statement is delivered to the Company. The records
         of the Lender with respect to the loan account shall be prima facie
         evidence of the amounts of Loans and other charges thereto and of
         payments applicable thereto.

                                       9
<PAGE>

         SECTION 10.05. Collateral Custodian. Upon the occurrence and
         continuance of an Event of Default after the Compliance Date, the
         Lender may at any time and from time to time employ and maintain in the
         premises of the Company a custodian selected by the Lender who shall
         have full authority to do all acts necessary to protect the Lender's
         interests and to report to the Lender thereon. The Company hereby agree
         to cooperate with any such custodian and to do whatever the Lender may
         reasonable request to preserve the collateral. All costs and expenses
         incurred by the Lender by reason of the employment of the custodian
         shall be charged to the Company's Account and added to the
         Obligations."

         SECTION 10.06. Fees. The Company shall pay to the Lender, on demand, an
         agency fee and all other usual and customary fees and expenses which
         the Lender may incur in connection with the establishment and
         maintenance of the Lockbox and the Blocked Account of the Company.

3. Conditions of Effectiveness. This Amendment and Waiver shall become effective
on the Effective Date so long as the Lender shall have received each of the
following on or before such date:

         (a) this Amendment and Waiver, duly executed by the Company and the
Guarantor;

         (b) a Second Note Modification Agreement duly executed by the Company
in the form attached hereto as Exhibit 1;

         (c) a certificate of the Secretary of the Company certifying that
attached thereto is a true and complete copy of the resolutions adopted by the
Board of Directors of the Company authorizing the execution, delivery and
performance of this Amendment and Waiver.

4.       Miscellaneous.

         The amendments and waivers herein contained are limited specifically to
the matters set forth above and for the specific instances and purposes for
which given and do not constitute directly or by implication a waiver or
amendment of any other provisions of the Credit Agreement or a waiver of any
other Default or Event of Default.

         Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.

         Except as expressly amended or waived hereby, the Credit Agreement
shall remain in full force and effect in accordance with the original terms
thereof. The Credit Agreement is ratified and confirmed in all respects by the
Company.

         The Company hereby represents and warrants that (a) after giving effect
to this Amendment and Waiver, the representations and warranties in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects as of the date hereof with the same effect as though such
representations and warranties have been made on and as of such date, unless

                                       10
<PAGE>

such representation is as of a specific date, in which case, as of such date,
(b) after giving effect to this Amendment and Waiver, no Default or Event of
Default has occurred and is continuing, and (c) the Company is currently insured
under, and has paid all premiums with respect to, its credit insurance policy
with the Export-Import Bank of the United States.

         Should there be a request for further waivers or amendments with
respect to the covenants described in paragraph 1 hereof or any other covenants,
such request shall be evaluated by the Lender when formally requested, in
writing, by the Company, and the Lender may deny any such request for any reason
in its sole discretion.

         This Amendment and Waiver may be executed in one or more counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one amendment and waiver.

         THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.

         This Amendment and Waiver shall constitute a Loan Document.


                      [the next page is the signature page]


                                       11
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the day and year first above written.


                                            GLOBAL PAYMENT TECHNOLOGIES, INC.


                       By:_______________________________
                       Name: Thomas Oliveri
                       Title: President, Chief Operating Officer and Director


                       By:_______________________________
                       Name: Thomas McNeill
                       Title: Vice President, Chief Financial Officer and
                              Principal Accounting Officer


                       JPMORGAN CHASE BANK


                       By:_______________________________
                       Name:  Gev Nentin
                       Title:   Managing Director



                                 ACKNOWLEDGMENT

         The undersigned, not a party to the Credit Agreement but a Guarantor,
hereby acknowledges and agrees to the terms of this Waiver and Amendment and
confirms that its Guaranty is in full force and effect.

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         ABACUS FINANCIAL MANAGEMENT SYSTEMS LTD., USA
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         By:____________________________________
              Name:
              Title:


         By:____________________________________
              Name:
              Title:
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<PAGE>



                                    EXHIBIT 1

                       SECOND NOTE MODIFICATION AGREEMENT

         THIS AGREEMENT, made as of December 23, 2003, by and between GLOBAL
PAYMENT TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), and
JPMORGAN CHASE BANK, a New York banking corporation (the "Lender").

                                    RECITALS

         A. Pursuant to an Amended and Restated Credit Agreement dated as of
September 10, 2002 by and between the Borrower and the Lender (as amended,
restated, supplemented or modified, the "Credit Agreement"), the Borrower
executed and delivered to the Lender an Amended and Restated Revolving Credit
Note dated September 10, 2002 (as previously modified by the First Note
Modification Agreement dated as of May 14, 2003, the "Revolving Credit Note").

         B. The Borrower and the Lender desire to amend the Revolving Credit
Note as set forth herein.

         NOW THEREFORE, the Borrower and the Lender agree as follows:

         1. The principal amount of "$2,000,000" in the heading of the Revolving
Credit Note is hereby deleted and the amount of "$1,200,000" is substituted in
place thereof.

         2. The reference to the principal amount of "TWO MILLION DOLLARS
($2,000,000)" contained in the first paragraph of the Revolving Credit Note is
hereby deleted and the phrase "ONE MILLION TWO HUNDRED THOUSAND DOLLARS
($1,200,000)" is substituted in place thereof.

         3. Except as expressly amended hereby, the Revolving Credit Note shall
remain in full force and effect in accordance with the terms thereof. The
amendment herein contained is limited specifically to the matter set forth above
and does not constitute directly or by implication an amendment or waiver of any
other provision of the Revolving Credit Note.

         4. This Agreement may be executed in two or more counterparts each of
which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.



                      [the next page is the signature page]


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         IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.

                         JPMORGAN CHASE BANK


                        By:_____________________________
                        Name:  Gev Nentin
                        Title:    Managing Director

                         GLOBAL PAYMENT TECHNOLOGIES, INC.


                        By:_____________________________
                        Name: Thomas Oliveri
                        Title: President, Chief Operating Officer and Director


                        By:_____________________________
                        Name: Thomas McNeill
                        Title: Vice President, Chief Financial Officer and
                               Principal Accounting Officer






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