CERTIFICATE OF INCORPORATION

                                       OF

                       GLOBAL PAYMENT TECHNOLOGIES, INC.

     FIRST: The name of the Corporation is:

                        GLOBAL PAYMENT TECHNOLOGIES, INC.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805-1297. The name of its registered agent at such address is Corporation
Service Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the laws of the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is Twenty Million (20,000,000) shares of Common
Stock, par value $.01 per share.

     FIFTH: The name and address of the sole incorporator is as follows:

            Name                          Address
            ----                          -------

     Ralph D. Mosley, Jr.          405 Lexington Avenue
                                   New York, New York 10174

     SIXTH: Unless required by law or determined by the chairman of the meeting
to be advisable, the vote by stockholders on any matter, including the election
of directors, need not be by written ballot.



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     SEVENTH: The Corporation reserves the right to increase or decrease its
authorized capital stock, or any class or series thereof, and to reclassify the
same, and to amend, alter, change or repeal any provision contained in the
Certificate of Incorporation under which the Corporation is organized or in any
amendment thereto, in the manner now or hereafter prescribed by law, and all
rights conferred upon stockholders in said Certificate of Incorporation or any
amendment thereto are granted subject to the aforementioned reservation.

     EIGHTH:  The Board of Directors  shall have the power at any time, and from
time to time, to adopt, amend and repeal any and all By-laws of the Corporation.

     NINTH: 1. Indemnification.

     The Corporation shall, and does hereby, indemnify to the fullest extent
permitted or authorized by the Delaware General Corporation Law or judicial or
administrative decisions, as the same exists or may hereafter be amended or
interpreted differently in the future (but, in the case of any such amendment or
interpretation, only to the extent that such amendment or interpretation permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), each person (including the current and future heirs, beneficiaries,
personal representatives and estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding") and whether the basis of such
Proceeding is an

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allegation of an action in an official capacity of such person related to the
Corporation or any other capacity while such person is serving as an officer,
director, employee or agent of the Corporation, against any liability (which for
purposes of this Article shall include any judgment, settlement, penalty or
fine) or cost, charge or expense (including attorneys' fees) asserted against
him or incurred by him by reason of the fact that such indemnified person (1) is
or was a director, officer or employee of the Corporation or (2) is or was an
agent of the Corporation as to whom the Corporation, by action of its Board of
Directors, has agreed to grant such indemnity or (3) is or was serving, at the
request of the Corporation, as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (including
serving as a fiduciary of any employee benefit plan) or (4) is or was serving as
an agent of such other corporation, partnership, joint venture, trust or other
enterprise described in clause (3) hereof as to whom the corporation, by action
of its Board of Directors, has agreed to grant such indemnity. Each director,
officer, employee or agent of the Corporation to whom indemnification rights
under this Section 1 of this Article have been granted shall be referred to as
an "Indemnified Person."

     Notwithstanding the foregoing, except as specified in Section 3 of this
Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless such authorization for such Proceeding (or any part

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thereof) was not denied by the Board of Directors of the Corporation prior to
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only upon such terms and
conditions as the Board of Directors may deem appropriate.

     2. Advance of Costs, Charges and Expenses

     Costs, charges and expenses (including attorneys' fees) incurred by an
officer, director, employee or agent who is an Indemnified Person in defending a
Proceeding shall be paid by the Corporation to the fullest extent permitted or
authorized by the Delaware General Corporation Law or judicial or administrative
decisions, as the same exists or may hereafter be amended or interpreted
differently in the future (but, in the case of any such future amendment or
interpretation, only to the extent that such amendment or interpretation permits
the Corporation to provide broader rights to advance costs, charges and expenses
than permitted prior thereto), in advance of the final disposition of such
Proceeding, upon receipt of an undertaking by or on behalf of the Indemnified
Person to repay all amounts so advanced in the event that is shall ultimately
be determined by final judicial decision that such person is not entitled to be
indemnified by the Corporation as authorized in this Article and upon such other
terms and conditions, in the case of an agent as to whom the Corporation has
agreed to grant such indemnity, as the Board of Directors may deem appropriate.
The Corporation may, upon approval of the Indemnified Person, authorize the
Corporation's counsel to represent such person in any Proceeding,

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whether or not the Corporation is a party to such Proceeding. Such authorization
may be made by the Board of Directors by majority vote,  including directors who
are parties to such Proceeding.

     3. Procedure for Indemnification

     Any indemnification or advance under this Article shall be made promptly
and in any event within sixty (60) days upon the written request of the
Indemnified Person (except in the case of a claim for an advancement of costs,
charges or expenses, in which case the applicable period shall be twenty (20)
days). The right to indemnification or advances as granted by this Article shall
be enforceable by the Indemnified Person in any court of competent jurisdiction
if the Corporation denies such request under this Article, in whole or in part,
or if no disposition thereof is made within sixty (60) days or twenty (20) days,
as may be applicable. Such Indemnified Person's costs and expenses incurred in
connection with successfully establishing his right to indemnification or
advancement of costs, charges or expenses, in whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense to
any such action that the claimant has not met the standard of conduct, if any,
required by the Delaware General Corporation Law or judicial or administrative
decisions, as the same exists or may hereafter be amended or interpreted
differently in the future (but, in the case of any such future amendment or
interpretation, only to the extent that such amendment or interpretation does
not impose a more stringent standard of conduct than permitted prior thereto),

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but the burden of proving such defense shall be on the Corporation.  Neither the
failure of the  Corporation  (including  its Board of Directors or any committee
thereof,  its independent  legal counsel,  and its  stockholders) to have made a
determination  prior to the commencement of such action that  indemnification of
the  claimant or  advancement  for the  claimant is proper in the  circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual  determination by the Corporation  (including its Board
of Directors or any committee  thereof,  its independent  legal counsel,  or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

     4. Non-Exclusivity; Survival of Indemnification

     The indemnification and advancement provided by this Article shall not be
deemed exclusive of any other rights to which those Indemnified Persons may be
entitled under any agreement, vote of stockholders or disinterested directors or
recommendation of counsel or otherwise, both as to actions in such person's
official capacity and as to actions in any other capacity while holding such
office or position, and shall continue as to an Indemnified Person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, beneficiaries, personal representatives and the estate of
such person. All rights of indemnification and advancement under this Article
shall be deemed to be a contract

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between the Corporation and each Indemnified Person who serves or served in such
capacity at any time while this Article is in effect. Any repeal or modification
of this Article or any repeal or modification of relevant provisions of the
Delaware General Corporation Law or any other applicable laws shall not in any
way diminish any rights to indemnification of such Indemnified Person, or the
obligations of the Corporation arising hereunder, for claims relating to matters
occurring prior to such repeal or modification.

     5. Insurance

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including serving as a fiduciary of an employee benefit plan)
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or the applicable provisions of the Delaware General
Corporation Law.

     6. Savings Clause

     If this Article or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify and advance costs to each Indemnified Person as to costs, charges and

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expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any Proceeding, including an action by or in the
right of the Corporation, to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated and as permitted by the
Delaware General Corporation Law.

     TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for any monetary damages for breaches of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) for acts or ommissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit. No repeal or amendment of this Article shall
adversely affect any rights of any person pursuant to this Article TENTH which
existed at the time of such repeal or amendment with respect to acts or
ommissions occurring prior to such repeal or amendment.

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The undersigned  incorporator hereby affirms that the statements made herein are
true under  penalties of perjury,  and is hereby  executing this  Certificate of
Incorporation this 12th day of march, 1997.

                                             /s/ Ralph D. Mosley, Jr.     (L.S.)
                                             -----------------------------
                                             Ralph D. Mosley, Jr.
                                             Incorporator





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