LEASE AMENDMENT

     AGREEMENT,  made as of the 31st day of July, 1997, by and between HEARTLAND
ASSOCIATES,  a New  York  partnership,  with an  office  at 1  Executive  Drive,
Edgewood,   New  York,   11717,   (hereafter   "Landlord")  and  GLOBAL  PAYMENT
TECHNOLOGIES  Inc.,  formerly known as COIN BILL VALIDATOR,  INC., a corporation
duly  organized  and  existing  under the law of the State of New York,  with an
office at 425 Oser Avenue, Hauppauge, New York 11788, (hereafter "Tenant")

                              W I T N E S S E T H :

     WHEREAS,  Landlord and Tenant entered into an Agreement of Lease,  dated as
of September 21, 1994, for the leasing by Landlord and the hiring by Tenant,  of
those certain premises in the building known as 425 Oser Avenue,  Hauppauge, New
York, as more  particularly  described in Exhibit "A" to the Agreement of Lease,
for the term,  for the rent and on such other terms and  conditions as set forth
in the Agreement of Lease (the "Lease"); and

     WHEREAS,  the Lease is  currently  in full  force and  effect and Tenant is
occupying  the  premises in the building 425 Oser Avenue as set forth on Exhibit
"A" attached to and made part of the Lease; and

     WHEREAS,  Tenant desires to hire from Landlord  additional space within the
building in which the premises are located,  on all of the terms and  conditions
as set forth in the Lease and as set forth herein; and

     WHEREAS, Landlord is agreeable to letting to Tenant additional space within
the  building  in which  the  premises  are  located,  on all of the  terms  and
conditions as set forth in the Lease and as set forth herein;

     NOW,  THEREFORE,  in  consideration  of the Lease, the mutual covenants and
promises  contained  herein,  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Landlord and Tenant
agrees as follows:

     1. Landlord and Tenant hereby ratify and confirm the recitals.

     2. In addition to the premises originally leased to Tenant, Landlord hereby
leases to Tenant and Tenant hereby hires from Landlord,  for the period from the
Unit "C" Commencement Date (as


<PAGE>


hereafter defined) through and including March 31, 2000, on all of the terms and
conditions of this Lease, Unit "C" as more particularly  cross-hatched in red on
Exhibit "A" attached to this Lease  Amendment.  Unit "C" contains  approximately
4,216 square feet.  The Unit "C"  Commencement  Date shall be August 1, 1997, or
such later date when  possession  of Unit "C" shall be delivered  to Tenant.  If
possession of Unit "C" is not delivered to Tenant by October 1, 1997 then, after
October 1, 1997 but prior to November 1, 1997,  Tenant may send Landlord written
notice  of its  desire to cancel  the  hiring of Unit "C" on that date  which is
thirty (30) days from the date of Tenant's  notice.  In the event Tenant  timely
sends  the  required  notice  to  Landlord,  and  possession  of Unit "C" is not
delivered  to Tenant prior to the date in Tenant's  notice,  then on the date in
Tenant's notice the hiring of Unit "C" shall come to an end and be of no further
force and effect but the Lease as to the original  premises leased to Tenant (as
more  particularly  cross-hatched  in red on Exhibit "A"  attached to the Lease,
dated  September  21, 1994) shall  continue to survive and remain and be in full
force and  effect  as if this  Lease  Amendment  had never  been  executed,  and
Landlord  shall  have no  liability  to Tenant by reason  thereof.  In the event
Tenant fails to timely send the required  notice or Landlord  has,  prior to the
date in Tenant's notice,  delivered  possession of Unit "C" to Tenant this Lease
Amendment and the Lease shall be and remain in full force and effect.

     3. Paragraph 41 (A) of the Lease is amended by deleting subparagraphs (iv),
(v) and (vi) thereof in their  entirety and adding the  following  subparagraphs
thereto in place and instead thereof:

     (iv) In  addition  to the Base Rent  payable by Tenant  under  subparagraph
(iii), for the period from the Unit "C"  Commencement  Date through December 31,
1997,  Tenant shall also pay Base Rent in the amount of two thousand two hundred
thirty-seven and 99/100 ($2,237.99) dollars per month.

     (v) For the Lease Year January 1, 1998 through December 31, 1998, Base Rent
shall be two  hundred  eighty-nine  thousand  nine  hundred  eleven  and  44/100
($289,911.44)  Dollars,  payable twenty-four thousand one hundred fifty-nine and
29/100 ($24,159.29) Dollars monthly.

     (vi) For the Lease Year  January 1, 1999 through  December  31, 1999,  Base
Rent shall be two hundred  ninety-eight  thousand five hundred eighty and 11/100
($298,580.11) Dollars, payable twenty-four thousand eight hundred eighty-one and
68/100 ($24,881.68) Dollars monthly.

     (vii) For the period  January 1, 2000  through  March 31,  2000,  Base Rent
shall be twenty-four  thousand eight hundred eighty-one and 68/100  ($24,881.68)
Dollars monthly.


                                       2
<PAGE>


     4 4. From and after the Unit "C" Commencement  Date,  whenever and wherever
reference is made in the Lease and this Lease Amendment to "premises",  the same
shall mean the  premises  originally  leased to Tenant  under the Lease (as more
particularly  cross-hatched  in red on Exhibit "A" attached to the Lease,  dated
September 21, 1994), plus Unit "C" as more particularly  cross-hatched in red on
Exhibit  "A" to this Lease  Amendment.  Unit "C"  contains  approximately  4,216
square  feet.  From and  after  the Unit "C"  Commencement  Date,  whenever  and
wherever  reference  is made in the Lease and this Lease  Amendment  to Tenant's
Share, Tenant's  proportionate share and Tenant's pro rata share, the same shall
be thirty-six and 84/100 (36.84%) percent, provided,  however, only with respect
to the  payment  of  Real  Estate  Taxes,  and not as to any of  Tenant's  other
obligations  under the Lease,  Tenant's Share shall remain as  thirty-three  and
33/100  (33.33%)  percent and Tenant shall pay Real Estate Taxes for Unit "C" as
hereinafter provided. In addition to Tenant's obligation to pay thirty-three and
33/100  (33.33%)  percent of the  increase in Real Estate Taxes for the premises
originally let to Tenant under the Lease (as more particularly  cross-hatched in
red on  Exhibit  "A"  attached  to the  Lease,  dated  September  21,  1994)  in
accordance  with  paragraph 42 of the Lease,  and in addition to all of Tenant's
other payment obligations under the Lease, during each and every year during the
term of this Lease  from and after the Unit "C"  Commencement  Date,  and for so
long as Tenant's  occupancy of Unit "C" continues,  Tenant hereby agrees to also
pay and shall also pay,  as  additional  rent,  at the same time and in the same
manner as Tenant's  obligation  for payment of Real Estate  Taxes in  accordance
with paragraph 42 of the Lease,  three and 51/100 (3.51%) percent of any and all
increases in Real Estate  Taxes (as defined in  paragraph 42 of the Lease),  and
increased  assessments  above  those for the  period  December  1, 1996  through
November  30, 1997  imposed on 425 Oser Avenue or, if Real Estate  Taxes are not
separately assessed for or imposed upon 425 Oser Avenue, the tax lot(s) of which
Unit "C" is or becomes a part, as the case may be.

     5. Tenant and Landlord  each warrant and  represent to the other that there
was no  broker  instrumental  in  bringing  about  or  consummating  this  Lease
Amendment and neither  Tenant nor Landlord have had any  conversations  with any
broker(s) in connection with this Lease  Amendment.  Tenant agrees to indemnify,
defend  and  hold  Landlord  harmless  from  and  against  any  and  all  costs,
commissions,  expenses,  claims,  suits,  actions,  judgments,  etc.,  including
attorneys  fees, of or by any broker for a commission or fee in connection  with
this  Lease  Amendment  by reason of a breach by the Tenant of the  warranty  or
representation contained herein.

     6. Tenant  acknowledges and agrees that Landlord has not offered to do, and
Landlord has no  obligation  to do, any work or make any  repairs,  alterations,
modifications,  improvements,  changes or additions to the premises  and/or Unit
"C" in connection with this Lease Amendment.  Tenant further  acknowledges  that
Landlord has made no representations and is unwilling to make any


                                       3
<PAGE>


representations at all with regard to Unit "C", including the condition thereof,
and Tenant, having had a full and fair opportunity to inspect the same. Tenant's
occupancy  of Unit "C" shall be a  certification  to  Landlord  that  Tenant has
accepted Unit "C" in "as is" condition.

     7. Tenant  warrants  and  represents  to  Landlord  that it has no cause of
action,  whether  at  law  or  in  equity,  including  without  limitation,  any
offset(s), counterclaim(s), or defense(s), with respect to the Lease.

     8. From and after the date  hereof,  paragraph 43 of the rider to the Lease
is amended by deleting the third subparagraph  thereof (with regard to waiver of
subrogation) in its entirety. The foregoing shall not affect or impair any other
language  contained in paragraph 9 of the pre-printed  lease form, which remains
in full force and effect.

     9. Subparagraphs (1) and (2) of paragraph 53 (D) shall not be applicable to
any  corporation  whose  shares are publicly  traded on a nationally  recognized
exchange.

     10. This Lease Amendment may only be modified by a writing  executed by the
parties hereto.

     11. The covenants,  conditions and agreement of this Lease  Amendment shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in the Lease, their assigns.

     12. This Lease Amendment and the Lease contain the entire understanding and
agreement  between  Landlord  and Tenant;  all prior  agreements,  both oral and
written, are merged herein and therein and are superseded hereby and thereby.

     13. Except as amended,  changed or modified hereby, the Lease is, and shall
remain, in full force and effect in accordance with



                                       4
<PAGE>


its terms, and each and every agreement, term, covenant and condition thereof is
hereby ratified, confirmed and continued.

     IN WITNESS WHEREOF,  Landlord and Tenant have hereunto set their respective
hands as of the day and year first above written.

LANDLORD: HEARTLAND ASSOCIATES

By: /s/ Gerald Wolkoff
    ------------------------------
    Gerald Wolkoff, Partner



TENANT:  GLOBAL  PAYMENT  TECHNOLOGIES,  INC.  (formerly  known  as) 
         COIN  BILL VALIDATOR INC.


By: /s/ Stephen Katz
    -----------------------------
    Stephen Katz
    Chairman of the Board
    and Chief Executive Officer



                                       5
<PAGE>


                                  Exhibit "A"

                                425 Oser Avenue
                                   Hauppauge



                         [GRAPHIC OMITTED - FLOOR PLAN]



TENANTS
-------
(A) Linotype - Hell
(B) Coin Bill Validator
(C)