EXHIBIT 23.1





AMENDED AND RESTATED PROMISSORY NOTE


AMENDING ACCOUNT NUMBER: 4066230-019


September 27, 2002


(Date)


1434 WEST 11TH STREET LOS ANGELES, CA 90015


(Address of Maker)





FOR VALUE RECEIVED, Cash Technologies, Inc., (Maker) promises, jointly and severely if more than one,
to pay to the order of General Electric Capital Corporation or any subsequent holder hereof (each, a Payee) at its office located at 44 Old Ridgebury Road, Danbury, CT 06810 or at such other place as Payee or the
holder hereof may designate, the principal sum of Three Million Five Hundred Eighty Two Thousand Five Hundred Thirty and 95/100Dollars ($3,582,530.95), with interest on the unpaid principal balance, from the date hereof through and
including the dates of payment, at a fixed per annum simple interest rate as listed below:





Periodic Installment

Interest Rate per Annum1 through 6

$ Nine and One Half percent (9.50%) per annum7 through 12

$ Eleven and One Half percent (11.50%) per annum





of Nine and One Half percent(9.50%) for the first Six (6) installments;
installments 7 though 11 shall be at a fixed per annum simple interest rate of Eleven and One Half percent(11.50%). The twelfth (12th) installment shall consist of total unpaid principal, interest and any other fees outstanding.





Subject to the other provisions hereof, the principal and interest on this Note is payable in lawful money of the
United States in Seven (7) consecutive monthly installments as follows:





Periodic Installment

Amount of Each Periodic Installment1 through 6

$ Interest only at Nine and One Half percent (9.50%) per
annum7 through 11

$ Interest only at Eleven and One Half percent (11.50%) per annum12

$ 3,582,530.95 in principal, unpaid interest, and any other fees outstanding





(each a Periodic Installment). The first periodic installment shall be due and
payable on October 15, 2002 and the following Periodic Installments and the following installment shall be due and payable on the 1st day of each succeeding period (each, a Payment Date). The acceptance by Payee of
any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Payees right to receive payment in full at such time or at any prior or subsequent time. Interest shall be calculated on
the basis of a 365-day year (366 day leap year).





The Maker hereby expressly authorizes the Payee to insert the
date value is actually given in the blank space on the face hereof and on all related documents pertaining hereto.





This Note may be secured by a financing agreement, master security agreement, chattel mortgage, pledge agreement or like instrument (each of which is hereinafter called a Security Agreement.)





Time is of the essence hereof. If any installment or any other sum due under this Note or any Security Agreement is not
received within ten (10) days after its due date, the Maker agrees to pay, in addition to the amount of each such installment or other sum, a late payment charge of five percent (5%) of the amount of said installment or other sum, but not exceeding
any lawful maximum. If (i) Maker fails to make payment of any amount due hereunder within ten (10) days after the same becomes due and payable; or (ii) Maker is in default under, or fails to perform under any term or condition contained in any
Security Agreement, then the entire principal sum remaining unpaid, together with all accrued interest thereon and any other sum payable under this Note or any Security Agreement, at the election of Payee, shall immediately become due and payable,
with interest thereon at the lesser of eighteen percent (18%) per annum or the highest rate not prohibited by applicable law from the date of such accelerated maturity until paid (both before and after any judgment).




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It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in this Note or any Security Agreement, in no event shall this Note or any Security Agreement require the payment or permit the collection of interest in excess of
the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under this Note or any Security Agreement, or if all of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under this Note or any Security Agreement on the principal balance shall exceed the maximum amount of interest permitted by applicable law, then in such event (a) the
provisions of this paragraph shall govern and control, (b) neither Maker nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the
maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance or refunded to Maker, at the option of the Payee, and (d) the
effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the
foregoing, all calculations of the rate of interest contracted for, charged or received under this Note or any Security Agreement which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or
received from Maker or otherwise by Payee in connection with such indebtedness; provided, however, that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful
for the Payee to receive a greater interest per annum rate than is presently allowed, the Maker agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended state law or the law of the United States of America.





The Maker
and all sureties, endorsers, guarantors or any others (each such person, other than the Maker, an Obligor) who may at any time become liable for the payment hereof jointly and severally consent hereby to any and all extensions of
time, renewals, waivers or modifications of, and all substitutions or releases of, security or of any party primarily or secondarily liable on this Note or any Security Agreement or any term and provision of either, which may be made, granted or
consented to by Payee, and agree that suit may be brought and maintained against any one or more of them, at the election of Payee without joinder of any other as a party thereto, and that Payee shall not be required first to foreclose, proceed
against, or exhaust any security hereof in order to enforce payment of this Note. The Maker and each Obligor hereby waives presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, and all other notices
in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting this Note or enforcing any of the security hereof, and agrees to pay (if permitted by law) all expenses incurred in collection, including
Payees actual attorneys fees. Maker and each Obligor agrees that fees not in excess of twenty percent (20%) of the amount then due shall be deemed reasonable.





THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE, ANY
OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS IRREVOCABLE
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.





This Note and any Security Agreement constitute the entire agreement of the Maker and Payee with respect to the subject matter hereof and supercedes all prior understandings, agreements and
representations, express or implied.





No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an authorized representative of Maker and Payee. Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose
given.




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Any provision in this Note or any Security Agreement which is in conflict with
any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto.





This Note is
an amendment and restatement of the indebtedness evidenced by and is a replacement of that certain Installment Note Dated September 28, 2001 in the aggregate sum of $3,624,068.95, (the Prior Note). Nothing contained herein shall be
construed (i) to deem paid or forgiven the unpaid principal amount of, the accrued interest on or any other amounts with respect to the Prior Notes outstanding at the time of their respective replacement by this Note, or (ii) to release, cancel,
terminate or otherwise effect any part of any lien, security interest or other encumbrance hereto fore granted to or for the benefit of the Payee.





CASH TECHNOLOGIES, INC.By:



(L.S.)(Witness)



(Signature)(Print name)



Print name (and title, if applicable)(Address)



(Federal tax identification number)


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