GLOBAL PAYMENT TECHNOLOGIES, INC.

                                     BY-LAWS

                                    ARTICLE I

OFFICES

     1. The location of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of  Wilmington,  County of New Castle,
and the name of its  registered  agent at such  address is  Corporation  Service
Company.

     2. The Corporation  shall in addition to its registered office in the State
of Delaware  establish and maintain an office or offices at such place or places
as the Board of Directors may from time to time find necessary or desirable.

                                   ARTICLE II

CORPORATE SEAL

     The corporate seal of the Corporation shall have inscribed thereon the name
of the  Corporation  and  may be in such  form as the  Board  of  Directors  may
determine.  Such seal may be used by  causing  it or a  facsimile  thereof to be
impressed, affixed or otherwise reproduced.

                                   ARTICLE III

MEETINGS OF STOCKHOLDERS

     1. All meetings of the stockholders  shall be held at the registered office
of the  Corporation  in the State of Delaware or at such other place as shall be
determined from time to time by the Board of Directors.

     2. The annual meeting of stockholders shall be held on such day and at such
time as may be  determined  from  time to time by  resolution  of the  Board  of
Directors, when they shall elect by plurality vote, a Board of Directors to hold
office until the annual meeting of  stockholders  held next after their election
and their  successors  are  respectively  elected and  qualified  or until their
earlier  resignation or removal.  Any other proper business may be transacted at
the annual meeting.

     3. The  holders  of a majority  of the stock  issued  and  outstanding  and
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute a quorum at all



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meetings  of the  stockholders  for  the  transaction  of  business,  except  as
otherwise  expressly provided by statute, by the Certificate of Incorporation or
by these By-laws. If, however, such majority shall not be present or represented
at any meeting of the stockholders,  the stockholders  entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from time
to time,  without  notice  other than  announcement  at the  meeting  (except as
otherwise provided by statute). At such adjourned meeting at which the requisite
amount of voting stock shall be represented any business may be transacted which
might have been transacted at the meeting as originally notified.

     4. At all meetings of the stockholders each stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such stockholder and bearing a date not more than three
years  prior to said  meeting,  unless  such  instrument  provides  for a longer
period.

     5. At each meeting of the stockholders each stockholder shall have one vote
for each share of capital stock having  voting power,  registered in his name on
the books of the  Corporation at the record date fixed in accordance  with these
By-laws,  or  otherwise  determined,  with  respect to such  meeting.  Except as
otherwise  expressly provided by statute, by the Certificate of Incorporation or
by these  By-laws,  all matters  coming  before any meeting of the  stockholders
shall be  decided  by the vote of a  majority  of the  number of shares of stock
present in person or  represented  by proxy at such meeting and entitled to vote
thereat, a quorum being present.

     6.  Notice  of each  meeting  of the  stockholders  shall be mailed to each
stockholder  entitled  to vote  thereat  not less  than 10 nor more than 60 days
before the date of the meeting. Such notice shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purposes for which the
meeting is called.

     7.  Special  meetings of the  stockholders,  for any  purpose or  purposes,
unless otherwise  prescribed by statute, may be called by the Board of Directors
or by the Chairperson,  or, if there is none, by the Chief Executive Officer or,
if there is none, by the President,  and shall be called by the Secretary at the
request in writing of stockholders owning a majority of the amount of the entire
capital stock of the  Corporation  issued and  outstanding and entitled to vote.
Such request by stockholders shall state the purpose or purposes of the proposed
meeting.

     8.  Business  transacted  at each special  meeting shall be confined to the
purpose or purposes stated in the notice of such meeting.

     9.  The  order  of  business  at each  meeting  of  stockholders  shall  be
determined by the presiding officer.


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                                   ARTICLE IV

DIRECTORS

     1. The business and affairs of the  Corporation  shall be managed under the
direction  of a Board of  Directors,  which may  exercise  all such  powers  and
authority for and on behalf of the Corporation as shall be permitted by law, the
Certificate of Incorporation or these By-laws.  Each of the directors shall hold
office until the next annual meeting of stockholders and until his successor has
been elected and qualified or until his earlier resignation or removal.

     2. The Board of Directors may hold their meetings  within or outside of the
State  of  Delaware,  at  such  place  or  places  as it may  from  time to time
determine.

     3. The number of directors  comprising the Board of Directors shall be such
number  as may be  from  time  to time  fixed  by  resolution  of the  Board  of
Directors.  In case of any  increase,  the Board  shall have power to elect each
additional director to hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier  resignation  or
removal.  Any decrease in the number of directors  shall take effect at the time
of such action by the Board only to the extent that vacancies then exist; to the
extent that such  decrease  exceeds the number of such  vacancies,  the decrease
shall not become  effective,  except as further  vacancies may thereafter occur,
until the time of and in  connection  with the election of directors at the next
succeeding annual meeting of the stockholders.

     4. If the  office  of any  director  becomes  vacant,  by  reason of death,
resignation,  disqualification or otherwise, a majority of the directors then in
office,  although  less  than a  quorum,  may fill the  vacancy  by  electing  a
successor  who shall hold office until the next annual  meeting of  stockholders
and until his successor is elected and qualified or his earlier  resignation  or
removal.

     5. Any  director  may  resign at any time by giving  written  notice of his
resignation to the Board of Directors.  Any such  resignation  shall take effect
upon  receipt  thereof by the Board,  or at such later date as may be  specified
therein.  Any such notice to the Board shall be  addressed  to it in care of the
Secretary.

                                    ARTICLE V

COMMITTEES OF DIRECTORS

     1. By  resolutions  adopted by a majority of the whole Board of  Directors,
the Board may designate an Executive Committee and one or more other committees,
each such committee to consist of one or more directors of the Corporation.  The
Executive  Committee shall have and may exercise all the powers and authority of
the Board in the  management  of the  business  and  affairs of the  Corporation
(except as otherwise expressly limited by statute),





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including  the power and  authority to declare  dividends  and to authorize  the
issuance of stock,  and may authorize the seal of the  Corporation to be affixed
to all papers which may require it. Each other  committee shall have such of the
powers  and  authority  of the  Board as may be  provided  from  time to time in
resolutions adopted by a majority of the whole Board.

     2. The  requirements  with  respect  to the  manner in which the  Executive
Committee  and each such other  committee  shall hold  meetings and take actions
shall be set forth in the resolutions of the Board of Directors  designating the
Executive Committee or such other committee.

                                   ARTICLE VI

COMPENSATION OF DIRECTORS

     The directors shall receive such  compensation for their services as may be
authorized  by  resolution of the Board of  Directors,  which  compensation  may
include an annual fee and a fixed sum for  expense of  attendance  at regular or
special meetings of the Board or any committee thereof. Nothing herein contained
shall be construed to preclude any director from serving the  Corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE VII

MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING

     1. Regular meetings of the Board of Directors may be held without notice at
such time and place,  either within or without the State of Delaware,  as may be
determined from time to time by resolution of the Board

     2. Special meetings of the Board of Directors shall be held whenever called
by the Board of Directors or the Chairperson, or, if there is none, by the Chief
Executive  Officer or, if there is none, by the President of the  Corporation on
at  least  24  hours'  notice  to  each  director.  Except  as may be  otherwise
specifically  provided by statute,  by the  Certificate of  Incorporation  or by
these By-laws,  the purpose or purposes of any such special  meeting need not be
stated  in such  notice,  although  the time and place of the  meeting  shall be
stated.

     3. At all meetings of the Board of  Directors,  the presence in person of a
majority  of the  members  of the  Board of  Directors  shall be  necessary  and
sufficient to constitute a quorum for the  transaction of business,  and, except
as otherwise  provided by statute,  by the  Certificate of  Incorporation  or by
these  Bylaws,  if a  quorum  shall  be  present  the act of a  majority  of the
directors present shall be the act of the Board.

     4. Any action required or permitted to be taken at any meeting of the Board
of Directors or of any  committee  thereof may be taken without a meeting if all
the members of the Board or such Committee,  as the case may be, consent thereto
in writing and the writing or


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writings are filed with the minutes of  proceedings  of the Board or  committee.
Any  director  may  participate  in a meeting  of the  Board,  or any  committee
designated  by  the  Board,  by  means  of a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
sentence shall constitute presence in person at such meeting.

                                  ARTICLE VIII

OFFICERS

     1.  The  officers  of the  Corporation  shall  be  chosen  by the  Board of
Directors and shall be a Chairperson, a Chief Executive Officer,  President, one
or more Vice Presidents,  a Secretary and a Chief Financial  Officer.  The Board
may also choose a Vice  Chairperson  and one or more Assistant  Secretaries  and
Assistant  Treasurers,  and such other officers as it shall deem necessary.  Any
number of offices may be held by the same person.

     2. The  salaries of all officers of the  Corporation  shall be fixed by the
Board of Directors, or in such manner as the Board may prescribe.

     3. The officers of the Corporation shall hold office until their successors
are elected and qualified,  or until their earlier  resignation or removal.  Any
officer may be at any time removed from office by the Board of  Directors,  with
or without  cause.  If the office of any officer  becomes vacant for any reason,
the vacancy may be filled by the Board of Directors.

     4. Any  officer  may  resign  at any time by giving  written  notice of his
resignation to the Board of Directors.  Any such  resignation  shall take effect
upon  receipt  thereof by the Board or at such  later  date as may be  specified
therein.  Any such notice to the Board shall be  addressed  to it in care of the
Secretary.

                                   ARTICLE IX

CHAIRPERSON

     The  Chairperson  shall  preside at all meetings of the Board of Directors,
unless  the  Chairperson  delegates  these  powers  to  another  director.   The
Chairperson  shall  exercise  the  powers  and  perform  the  duties  usual to a
Chairperson  and shall be the person,  on behalf of the Board, to whom the Chief
Executive Officer and the Chief Financial Officer report.  The Chairperson shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect;  and shall do and perform  such other duties as from time to time may be
assigned to the  Chairperson by the Board of Directors.  The  Chairperson  shall
have the power to execute bonds,  mortgages and other contracts,  agreements and
instruments  of the  Corporation.  Unless  otherwise  ordered  by the  Board  of
Directors, the Chairperson,  or another officer of the Corporation designated by
the  Chairperson,  shall  have  full  power  and  authority  on  behalf  of  the
Corporation to attend and to act and to vote at any meetings of security holders
of corporations in which the



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Corporation  may hold  securities,  and at such  meetings  shall possess and may
exercise  any and all  rights  and  powers  incident  to the  ownership  of such
securities,  and   which,  as the owner  thereof,  the  Corporation  might  have
possessed and exercised,  if present.  The Board of Directors by resolution from
time to time may confer like powers upon any other person or persons.

                                   ARTICLE X

VICE CHAIRPERSON

     The Vice  Chairperson  shall,  in the  absence of the  Chairperson,  act as
chairperson  of all  meetings of the Board of  Directors  and at all special and
annual meetings of the  stockholders.  The Vice  Chairperson  shall perform such
other duties as may from time to time be assigned to the Vice Chairperson by the
Board. In the event that the position of Vice Chairperson  shall be vacant,  the
duties  of the  Vice  Chairperson  shall be  performed  by the  Chief  Executive
Officer.

                                   ARTICLE XI

CHIEF EXECUTIVE OFFICER

     The Chief Executive  Officer shall have general  supervision and discretion
of the  business and affairs of the  Corporation,  subject to the control of the
Board.  The Chief  Executive  Officer may execute in the name of the Corporation
deeds,  mortgages,  bonds, contracts and other instruments.  The Chief Executive
Officer  shall,  when  requested,  counsel and advise the other  officers of the
Corporation  and shall  perform  such other duties as the Board may from time to
time determine.  In the event that the position of Chief Executive Officer shall
be vacant,  the duties of the Chief Executive  Officer shall be performed by the
Chairperson or, if there is none, by the President.

                                   ARTICLE XII

PRESIDENT

     The President shall be the chief  operating  officer of the Corporation and
shall be in charge of the day to day operations and affairs of the  Corporation.
The  President  may execute in the name of the  Corporation  contracts and other
instruments  in  connection  with the day to day  operations  and affairs of the
Corporation.  The President shall perform such other duties as the  Chairperson,
the Chief Executive Officer or the Board may from time to time determine.







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                                  ARTICLE XIII

VICE PRESIDENTS

     The Vice  Presidents  shall have such powers and duties as may be delegated
to them by the Chairperson, the Chief Executive Officer or the President.

                                   ARTICLE XIV

SECRETARY

     1. The Secretary shall attend all meetings of the Board of Directors and of
the  stockholders,  and shall record the minutes of all proceedings in a book to
be kept for that purpose. He shall perform like duties for the committees of the
Board when required.

     2. The Secretary  shall give,  or cause to be given,  notice of meetings of
the stockholders,  of the Board of Directors and of the committees of the Board.
He shall keep in safe custody, the seal of the Corporation,  and when authorized
by the  Chairperson,  the  Chief  Executive  Officer,  the  President  or a Vice
President,  shall  affix the same to any  instrument  requiring  it, and when so
affixed  it  shall  be  attested  by his  signature  or by the  signature  of an
Assistant  Secretary.  He shall  have such  other  powers  and  duties as may be
delegated to him by the Chairperson,  the Chief Executive Officer, the President
or any Vice President.

                                   ARTICLE XV

CHIEF FINANCIAL OFFICER

     The Chief  Financial  Officer shall be the chief  financial and  accounting
officer  and  treasurer  of the  Corporation  and shall have the  custody of the
corporate funds and securities, and shall deposit or cause to be deposited under
his  direction  all  monies  and other  valuable  effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of  Directors  or pursuant to  authority  granted by it. He shall  render to the
Chairperson,  the Chief Executive Officer,  the President and the Board whenever
they may require it an account of all his  transactions  as Treasurer  and Chief
Financial  Officer and of the financial  condition of the Corporation.  He shall
have such other powers and duties as may be delegated to him by the Chairperson.



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                                   ARTICLE XVI

CERTIFICATES OF STOCK

     The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the  Corporation as they are issued.  They shall exhibit
the holder's  name and number of shares and shall be signed by the  Chairperson,
the  President  or Vice  President,  and by the Chief  Financial  Officer  or an
Assistant Treasurer, or the Secretary or an Assistant Secretary.

                                  ARTICLE XVII

CHECKS

     All  checks,  drafts  and other  orders  for the  payment  of money and all
promissory notes and other evidences of indebtedness of the Corporation shall be
signed by such officer or officers or such other person as may be  designated by
the Board of Directors or pursuant to authority granted by it.

                                  ARTICLE XVIII

FISCAL YEAR

     The fiscal year of the Corporation shall be as determined from time to time
by resolution duly adopted by the Board of Directors.


                                   ARTICLE XIX

NOTICES AND WAIVERS

     1. Whenever by statute,  by the  Certificate of  Incorporation  or by these
Bylaws it is provided that notice shall be given to any director or stockholder,
such  provision  shall not be construed  to require  personal  notice,  but such
notice may be given in writing,  by mail, by  depositing  the same in the United
States mail,  postage  prepaid,  directed to such stockholder or director at his
address as it appears on the records of the  Corporation,  and such notice shall
be deemed to be given at the time when the same shall be thus deposited.  Notice
of regular or special  meetings of the Board of  Directors  may also be given to
any director by telephone  or by telex,  telegraph or cable,   and in the latter
event the notice shall be deemed to be given at the time such notice,  addressed
to such director at the address  hereinabove  provided,  is transmitted by telex
(with  confirmed  answerback),  or delivered  to and  accepted by an  authorized
telegraph or cable office.

     2. Whenever by statute,  by the  Certificate of  Incorporation  or by these
Bylaws a notice is required to be given, a written waiver thereof, signed by the
person  entitled to notice,  whether  before or after the time  stated  therein,
shall be deemed equivalent to notice.



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Attendance  of  any  stockholder  or  director  at  any  meeting  thereof  shall
constitute a waiver of notice of such meeting by such  stockholder  or director,
as the case may be, except as otherwise provided by statute.

                                   ARTICLE XX

INDEMNIFICATION

     All persons who the  Corporation is empowered to indemnify  pursuant to the
provisions  of  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (or any similar  provision or provisions of applicable  law at the time
in effect) shall be indemnified by the Corporation to the full extent  permitted
thereby.  The  foregoing  right of  indemnification  shall  not be  deemed to be
exclusive of any other such rights to which those seeking  indemnification  from
the  Corporation may be entitled,  including,  but not limited to, any rights of
indemnification  to  which  they  may be  entitled  pursuant  to any  agreement,
insurance  policy,  other By-Law or charter  provision,  vote of stockholders or
directors,  or  otherwise.  No  repeal or  amendment  of this  Article  XX shall
adversely  affect  any rights of any person  pursuant  to this  Article XX which
existed  at the  time  of such  repeal  or  amendment  with  respect  to acts or
omissions occurring prior to such repeal or amendment.

                                   ARTICLE XXI

ALTERATION OF BY-LAWS

     The By-Laws of the Corporation may be altered, amended or repealed, and new
By-laws may be adopted, by the stockholders or by the Board of Directors.


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