PROMISSORY NOTE


$5,000,000.00                                                 Melville, New York
                                                               February 20, 1998


     FOR VALUE RECEIVED,  GLOBAL PAYMENT  TECHNOLOGIES,  INC. (the  "Borrower"),
HEREBY PROMISES TO PAY to the order of THE CHASE MANHATTAN BANK (the "Bank"), at
its offices  located at 395 North Service Road,  Melville,  NY 11747, or at such
other  place as the Bank or any holder  hereof may from time to time  designate,
the principal sum of FIVE MILLION DOLLARS ($5,000,000.00), or such lesser amount
as may constitute the outstanding  balance hereof, in lawful money of the United
States,  on the earlier of (i) March 31, 1999  ("Termination  Date") or (ii) the
date set forth in Grid  Schedule  hereto as the maturity  date for each Loan (as
hereinafter   defined)  made  hereunder   ("Maturity   Date"),  (or  earlier  as
hereinafter  referred  to),  and to pay interest in like money at such office or
place  from the date  hereof on the  unpaid  principal  balance of each Loan (as
hereinafter  defined) made hereunder at a rate equal to the Applicable  Interest
Rate (as hereinafter  defined) for such Loan, which shall be payable on the last
day of the Interest Period relating to such Loan and, if such Interest Period is
greater than three (3) months,  at three (3) month  intervals after such Loan is
made,  until  such  Loan  shall be due and  payable  (whether  at  maturity,  by
acceleration  or otherwise) and thereafter,  on demand.  Interest after maturity
shall be payable at a rate two  percent  (2%) per annum  above the Bank's  Prime
Rate which rate shall be computed for actual number of days elapsed on the basis
of a 360-day year and shall be adjusted as of the date of each such change,  but
in no event higher than the maximum permitted under applicable law. "Prime Rate"
shall mean the rate of interest as is publicly announced at the Bank's principal
office from time to time as its Prime Rate.

     Interest/Grid Schedule

     The Bank is authorized to enter on the Grid  Schedule  attached  hereto (i)
the amount of each Loan made from time to time hereunder, (ii) the date on which
each Loan is made, (iii) the date on which each Loan shall be due and payable to
the Bank which in no event shall be later than the  Termination  Date,  (iv) the
interest  rate agreed  between the Borrower and the Bank as the interest rate to
be paid to the Bank on each Loan  (each  such  rate,  the  "Applicable  Interest
Rate"), which rate, at the Borrower's option in accordance herewith, shall be at
(a) the Prime Rate (the "Prime Rate  Loan(s)"),  or (b) the Adjusted  Eurodollar
Rate (as hereafter  defined) plus 1.75% (the "Eurodollar  Loan"), (v) the amount
of each payment made hereunder,  and (vi) the outstanding  principal  balance of
the Loans  hereunder from time to time, all of which entries,  in the absence of
manifest  error,  shall  be  rebuttably  presumed  correct  and  binding  on the
Borrower;  provided  however,  that  the  failure  of the  Bank to make any such
entries shall not relieve the Borrower from its obligation to pay any amount due
hereunder.

     Prepayment

     The Borrower shall not have the right to prepay any Loan,  other than Loans
based on the Prime Rate,  prior to the Maturity  Date of such Loan. In the event
the Borrower  does prepay a  Eurodollar  Loan prior to the  Maturity  Date,  the
Borrower  shall  reimburse  the Bank on demand  for any loss  incurred  or to be
incurred by it in the reemployment of the funds released by any prepayment.




<PAGE>


     Discretionary Loans by the Bank

     The Bank may lend, in its sole  discretion in each  instance,  such amounts
(each a "Loan" and collectively the "Loans") as may be requested by the Borrower
hereunder,  which  Loans shall in no event  exceed  $5,000,000.00  in  aggregate
principal  amount  outstanding at any time.  Any  Eurodollar  Loan shall be in a
minimum  principal  amount of $500,000 and in increments of $100,000.  Each such
request  for a Loan shall be made by any  officer of the  Borrower or any person
designated  in writing by any such officer,  all of which are hereby  designated
and  authorized  by the Borrower to request Loans and agree to the terms thereof
(including  without  limitation the  Applicable  Interest Rate and Maturity Date
with respect  thereto).  The Borrower  shall give the Bank notice at least three
(3) Business Days prior to the date hereof and the end of each  Interest  Period
(as hereafter  defined)  specifying  whether the Loan shall bear interest at the
Prime Rate or the Eurodollar Rate and the Interest Period applicable thereto. In
the event the  Borrower  shall fail to provide  such  notice,  the Loan shall be
deemed to bear interest at the applicable  Prime Rate and shall have an Interest
Period of one month.  The principal  amount of each Loan shall be prepaid on the
earlier to occur of the Maturity Date applicable thereto, or the date upon which
the entire unpaid balance hereof shall otherwise become due and payable.

     Increased Cost

     If at any time after the date hereof, the Board of Governors of the Federal
Reserve  System or any political  subdivision of the United States of America or
any other government, governmental agency or central bank shall impose or modify
any reserve or capital requirement on or in respect of loans made by or deposits
with the Bank or shall  impose on the Bank or the  Eurodollar  market  any other
conditions  affecting  Eurodollar  Loans,  and the result of the foregoing is to
increase the cost to (or, in the case of  Regulation D, to impose a cost on) the
Bank of making or maintaining  any  Eurodollar  Loans or to reduce the amount of
any sum  receivable by the Bank in respect  thereof,  by an amount deemed by the
Bank to be material,  then,  within 30 days after notice and demand by the Bank,
the Borrower shall pay to the Bank such  additional  amounts as will  compensate
the Bank for such increased cost or reduction; provided, that the Borrower shall
not be obligated to compensate  the Bank for any increased  cost  resulting from
the  application  of  Regulation  D as  required by the  definition  of Adjusted
Eurodollar  Rate.  Any such  obligation by the Borrower to the Bank shall not be
due and  owing  until the Bank has  delivered  written  notice to the  Borrower.
Failure by the Bank to provide  such notice  shall not be deemed a waiver of any
of its  rights  hereunder.  A  certificate  of the  Bank  claiming  compensation
hereunder  and setting forth the  additional  amounts to be paid to it hereunder
and the method by which such amounts were calculated  shall be conclusive in the
absence of manifest error.

     Capital Adequacy

     If the Bank shall have determined that the  applicability of any law, rule,
regulation  or  guideline  adopted  pursuant  to or arising out of the July 1988
report of the Basle Committee on Banking  Regulations and Supervisory  Practices
entitled   "International   Convergence  of  Capital   Measurement  and  Capital
Standards",  or the  adoption  after  the date  hereof of any  other  law,  rule
regulation or guideline regarding capital adequacy,  or any change in any of the
foregoing or in the  interpretation or administration of any of the foregoing by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance by the Bank (or any
lending  office of the Bank) or the Bank's  holding  company with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such  authority,  central bank or comparable  agency,  has or would have the
effect of


                                      -2-
<PAGE>

reducing  the rate of return on the  Bank's  capital  or on the  capital  of the
Bank's holding company, if any, as a consequence of its obligations hereunder to
a level  below  that  which the Bank or the Bank's  holding  company  could have
achieved but for such adoption,  change or compliance (taking into consideration
the Bank's policies and the policies of such Bank's holding company with respect
to capital  adequacy) by an amount deemed by the Bank to be material,  then from
time to time the  Borrower  shall  pay to the Bank  such  additional  amount  or
amounts as will  compensate the Bank or the Bank's holding  company for any such
reduction suffered.

     Indemnity

     The Borrower shall indemnify the Bank against any loss or expense which the
Bank may sustain or incur as a  consequence  of the  occurrence  of any Event of
Default or any loss or reasonable  expense  sustained or incurred in liquidating
or  employing  deposits  from third  parties  acquired to effect or maintain any
Eurodollar  Loan or any part  thereof  which the Bank may  sustain or incur as a
consequence of any default in payment of the principal amount of the Loan or any
part thereof or interest accrued thereon. The Bank shall provide to the Borrower
a statement,  supported where applicable by documentary evidence, explaining the
amount of any such loss or expense,  which statement shall be conclusive  absent
manifest error.

     Change In Legality

     (a)  Notwithstanding  anything to the contrary contained  elsewhere in this
Note,  if any change  after the date hereof in any law or  regulation  or in the
interpretation   thereof  by  any  governmental   authority   charged  with  the
administration  thereof  shall  make it  unlawful  (based on the  opinion of any
counsel,  whether  in-house,  special or general,  for the Bank) for the Bank to
make or maintain any  Eurodollar  Loan or to give effect to its  obligations  as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the  Borrower  by the  Bank,  the  Bank  may  require  that  all  outstanding
Eurodollar Loans made hereunder be converted to Prime Loans,  whereupon all such
Eurodollar  Loans  shall be  automatically  converted  to Prime  Loans as of the
effective date of such notice as provided in paragraph (b) below.

     (b) For  purposes  of this  Section,  a notice to the  Borrower by the Bank
pursuant  to  paragraph  (a) above  shall be  effective,  if  lawful  and if any
Eurodollar Loans shall then be outstanding,  on the last day of the then current
Interest  Period;  otherwise,  such  notice  shall be  effective  on the date of
receipt by the Borrower.

     Events of Default

     If the Borrower  shall  default in the punctual  payment of any sum payable
with respect to, or in the  observance  or  performance  of any of the terms and
conditions  of, this Note, or any other  agreement with or in favor of the Bank,
or if a default  or event of default  that is  accelerated  shall  occur for any
reason  under  any such  agreement,  or in the  event of  default  in any  other
indebtedness  of the  Borrower,  or if the Bank shall,  in its sole  discretion,
consider any of the obligations of the Borrower  hereunder  insecure,  or if any
warranty, representation or statement of fact made in writing to the Bank at any
time by an officer,  agent or employee of the Borrower is false or misleading in
any material  respect when made, or if the Borrower  shall be dissolved or shall
fail to maintain its existence in good standing, or if the usual business of the
Borrower shall be suspended or terminated,  or if any levy, execution,  seizure,
attachment or


                                      -3-
<PAGE>

garnishment shall be issued, made or filed on or against any material portion of
the property of the Borrower, or if the Borrower shall become insolvent (however
defined or  evidenced),  make an assignment for the benefit of creditors or make
or send a notice of intended  bulk  transfer,  or if a committee of creditors is
appointed  for,  or  any  petition  or  proceeding  for  any  relief  under  any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
receivership,  liquidation  or  dissolution  law or statute now or  hereafter in
affect  (whether  at law or in equity) is filed or  commenced  by or against the
Borrower or any material portion of its property,  or if any trustee or receiver
is appointed for the Borrower or any such property - then and in any such event,
in addition  to all rights and  remedies  of the Bank under  applicable  law and
otherwise,   all  such  rights  and  remedies  cumulative,   not  exclusive  and
enforceable alternatively,  successively and concurrently,  the Bank may, at its
option,  declare any and all of the amounts  owing under this Note to be due and
payable,  whereupon  the  maturity of the then unpaid  balance  hereof  shall be
accelerated  and the same,  together  with all interest  accrued  hereon,  shall
forthwith become due and payable.

     Definitions

     A.   Adjusted Eurodollar Rate

          "Adjusted  Eurodollar Rate" shall mean, with respect to any Eurodollar
          Loan for any  Interest  Period,  an interest  rate per annum  (rounded
          upwards, if necessary,  to the next 1/8 of 1%) equal to the product of
          (i) the  Eurodollar  Rate in effect for such Interest  Period and (ii)
          Statutory Reserves.

          "Eurodollar  Rate" shall mean, with respect to any Eurodollar Loan for
          any Interest Period, the rate (rounded upwards,  if necessary,  to the
          next  1/8  of 1% at  which  dollar  deposits  approximately  equal  in
          principal  amount to the Bank's  Eurodollar  Loan and for the maturity
          equal to the  applicable  Interest  Period are  offered by the Bank in
          immediately  available funds in an Interbank Market for Eurodollars at
          approximately  11:00 a.m., New York City time, two Business Days prior
          to the commencement of such Interest Period.

     B.   Business Day

          A Business  Day shall mean any day other  than a  Saturday,  Sunday or
          other  day on  which  the Bank is  authorized  or  required  by law or
          regulation  to  close,  and  which is a day on which  transactions  in
          dollar  deposits  are  being  carried  out  in  London,   England  for
          Eurodollar Loans and New York City for Prime Loans.

     C.   Interest Period

          (i) For  Eurodollar  Loans,  Interest  Period  shall  mean the  period
          commencing on the date of such Loan and ending 1, 2, 3 or 6 months (as
          selected by the  Borrower and  recorded on the grid  attached  hereto)
          after the date of such Loan.

          (ii) For Prime Loans,  Interest Period shall mean the period agreed to
          by the parties hereto,  however,  the Interest Period shall not extend
          past the Termination Date. 


                                      -4-
<PAGE>

          If any  Interest  Period  would  end  on a day  which  shall  not be a
          Business  Day,  such  Interest  Period  shall be  extended to the next
          succeeding Business Day unless, with respect to Eurodollar Loans, such
          next succeeding Business Day would fall in the next calendar month, in
          which case (x) such Interest  Period shall end on the first  preceding
          Business Day and (y) the Interest Period for any  continuation of such
          Eurodollar  Loan  shall  end on the last  Business  Day of a  calendar
          month.   Furthermore,   no  Interest  Period  may  extend  beyond  the
          Termination Date.

     D.   Statutory Reserves

          Statutory Reserves shall mean a fraction (expressed as a decimal,  the
          numerator of which is the number one and the  denominator  of which is
          the number one minus the aggregate of the maximum reserve  percentages
          (including,  without  limitation,  any marginal,  special emergency or
          supplemental reserves) expressed as a decimal established by the Board
          of  Governors  of the  Federal  Reserve  System and any other  banking
          authority  to which  the Bank is  subject,  (a)  with  respect  to the
          Adjusted Certificate of Deposit Rate, for new negotiable time deposits
          in dollars of over $100,000 with maturities approximately equal to the
          applicable  Interest  Period,  and (b) with  respect  to the  Adjusted
          Eurodollar Rate, for Eurocurrency Liabilities as defined in Regulation
          D.  Eurodollar  Loans  shall  be  deemed  to  constitute  Eurocurrency
          Liabilities  and as such shall be deemed to be subject to such reserve
          requirements without benefit of or credit for proration, exceptions or
          offsets  which may be  available  from time to time to the Bank  under
          such Regulation D. Statutory Reserves shall be adjusted  automatically
          on  and  as of the  effective  date  of  any  change  in  any  reserve
          percentage.

     Set-off

     The Borrower hereby gives to the Bank a lien on,  security  interest in and
right of set-off  against  all  moneys,  securities  and other  property  of the
Borrower and the proceeds thereof, now or hereafter delivered to, remaining with
or in  transit  in  any  manner  to the  Bank,  its  correspondents,  affiliates
(including  Chase  Securities  Inc.)  or its  agents  from or for the  Borrower,
whether for safekeeping, custody, pledge, transmission,  collection or otherwise
or coming into possession,  control or custody of the Bank in any way, and also,
any balance of any deposit  accounts and credits of the Borrower  with,  and any
and all  claims  of the  Borrower  against  the  Bank at any time  existing,  as
collateral  security for  the payment of this Note and of all other  liabilities
and  obligations  now or hereafter owed by the Borrower to the Bank,  contracted
with or acquired by the Bank,  whether  joint,  several,  absolute,  contingent,
secured,   unsecured,   matured  or  unmatured   (all  of  which  are  hereafter
collectively called  "Liabilities"),  hereby authorizing the Bank at any time or
times,  without prior notice, to apply such balances,  credits or claims, or any
part  thereof,  to such  Liabilities  in such amounts as it may select,  whether
contingent,  unmatured or otherwise and whether any collateral security therefor
is deemed adequate or not. The collateral  security described herein shall be in
addition to any collateral security described in any separate agreement executed
by the Borrower in favor of the Bank. 

                                      -5-
<PAGE>




     Miscellaneous

     The Borrower  hereby waives  diligence,  demand,  presentment,  protest and
notice of any kind,  and assents to extensions of the time of payment,  release,
surrender or  substitution  of security,  or  forbearance  or other  indulgence,
without notice.

     This Note may not be changed, modified or terminated orally, but only by an
agreement  in writing  signed by the party to be  charged  and  consented  to in
writing by the party hereof.

     In the event the Bank or any  holder  hereof  shall  refer  this Note to an
attorney  for  collection,  the  Borrower  agrees to pay,  in addition to unpaid
principal  and  interest,  all the  reasonable  costs and  expenses  incurred in
attempting or effecting collection  hereunder,  including reasonable  attorney's
fees of internal or external counsel, whether or not suit is instituted.

     The Bank reserves the right to assign or sell  participations  in the Loans
or the Note,  including,  without  limitation,  to any Federal  Reserve Bank, in
accordance  with  applicable  law and the Borrower's  consent  thereto is hereby
deemed  granted.  In  connection  with such sale or  participation  the Bank may
provide any assignee or participant or prospective  assignee or participant with
information  of the  Borrower  previously  received  by  the  Bank,  subject  to
confidentiality requirements.

     In the event of any  litigation  with  respect to this Note,  THE  BORROWER
WAIVES  THE  RIGHT TO A TRIAL BY JURY and all  rights of  setoff  and  rights to
interpose  counter-claims  and  cross-claims.  The Borrower  hereby  irrevocably
consents to the  jurisdiction  of the courts of the State of New York and of any
Federal court located in such State in connection  with any action or proceeding
arising out of or relating to this Note. The execution and delivery of this Note
has been  authorized  by the Board of  Directors  and by any  necessary  vote or
consent of the stockholders of the Borrower.  The Borrower hereby authorizes the
Bank to complete this Note in any particulars according to the terms of the loan
evidenced  hereby.  This Note shall be governed by and  construed in  accordance
with the laws of the State of New York  applicable  to  contract  made and to be
performed in such State, and shall be binding upon the successors and assigns of
the Borrower and inure to the benefit of the Bank, its successors, endorsees and
assigns.

     If any term or  provision  of this Note shall be held  invalid,  illegal or
unenforceable  the validity of all other terms and provisions hereof shall in no
way be affected thereby.

                                      GLOBAL PAYMENT TECHNOLOGIES, INC.


                                      By: /s/ THOMAS MCNEILL
                                          ---------------------------
                                          Name: Thomas McNeill
                                          Title:  VP-CFO

                                      By: /s/ EDWARD SEIDENBERG, VP
                                          ---------------------------
                                          Name: Edward Seidenberg
                                          Title:  VP & COO


                                      -6-
<PAGE>

                                  GRID SCHEDULE

                  APPLICABLE      APPLICABLE        AMOUNT OF
                   INTEREST        INTEREST         PRINCIPAL       MATURITY
DATE                 RATE           PERIOD            REPAID          DATE
----                 ----           ------            ------          ----












                                      -7-