Exhibit 10.6

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement"),  effective as of April 5,
2004, by and between Global Payment Technologies,  Inc., a Delaware corporation,
with  executive  offices at 425B Oser Avenue,  Hauppauge,  New York,  11788 (the
"Company"),  and Thomas  Oliveri,  residing at 19 Arcadia Drive,  Dix Hills,  NY
11746 (the "Executive").

                                   WITNESSETH

         WHEREAS,  Executive is the President and Chief Executive Officer of the
Company;

         WHEREAS,  Executive  is presently  employed by the Company  pursuant to
that certain  Employment  Agreement  between the parties dated July 1, 2001 (the
"Old Employment Agreement"); and

         WHEREAS,  the  Company  and  Executive  desire  to  terminate  the  Old
Employment  Agreement  and  enter  into a new  agreement  based on the terms and
conditions set forth below;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

1.   TERMINATION OF OLD EMPLOYMENT AGREEMENT

         The Company and Executive agree that the Old Employment Agreement shall
be terminated  concurrently with the execution of this Agreement and shall be of
no further force or effect.  Each of the parties  hereto waives and releases all
rights  he or it may have  under  the Old  Employment  Agreement  as of the date
hereof.

2.   EMPLOYMENT

         2.1 Subject to the terms and conditions of this Agreement,  the Company
agrees to employ  Executive as the President and Chief Executive  Officer of the
Company with responsibility for the performance of such duties,  consistent with
such  positions  and the By-Laws of the Company,  as may be from time to time be
assigned  to him by the  Board  of  Directors  of the  Company  (the  "Board  of
Directors").  In such  capacity,  the  Executive  shall be the  highest  ranking
officer of the Company and shall have the duties and  responsibilities  normally
inherent in such capacity in public  corporations of similar size and character.
Executive hereby accepts such employment.

         2.2 The term of this Agreement  shall commence on the effective date of
this  Agreement,  and shall continue  until the second  anniversary of such date
(the "Initial Term"),  unless earlier terminated as hereinafter  provided.  This
Agreement shall  automatically  renew for consecutive periods of one year (each,
an "Additional  Term"),  unless either party gives written notice of non-renewal
to the other party hereto 180 days prior to the  termination of the Initial Term
or any Additional Term as the case may be. The period of Executive's  employment
hereunder shall hereinafter be referred to as the "Employment Term."

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                                                                    Exhibit 10.6

         2.3  Throughout the Employment  Term,  Executive  shall devote his best
efforts and all of his business  time,  attention and skills to the business and
affairs of the Company.

3.   SALARY

         Effective on the commencement of the Employment  Term,  Executive shall
receive a Base Salary  ("Base  Salary") at the rate of $200,000  per year,  less
applicable withholdings and deductions, payable in accordance with the Company's
regular payroll practices for senior executives of the Company. Such Base Salary
shall increase to the rate of $225,000 per year,  less  applicable  withholdings
and  deductions,  upon the earlier to occur of: (i) generation by the Company of
pre-tax  monthly  profits of at least  $100,000 (the  "Required  Profits") for a
period of three (3) consecutive months (the "Measuring Period"); or (ii) the one
year  anniversary  of the  execution  of this  Agreement.  For  purposes of this
Section 3,  whether the  Company  has  generated  the  Required  Profits for the
Measuring  Period  shall be  determined  by the Audit  Committee of the Board of
Directors  (the  "Audit   Committee")  in  accordance  with  generally  accepted
accounting  principles ("GAAP")  consistently applied to the Company's financial
statements for the fiscal year ended  September 30, 2003 unless a change in such
principles  is  recommended  by  the  Company's   independent  certified  public
accountants as being required under GAAP, upon written application by Executive.
The Audit  Committee  shall render its  determination  within a reasonable  time
following  Executive's written  application.  If the Audit Committee  determines
that the Company has generated the Required Profits during the Measuring Period,
Executive's  Base  Salary  shall  increase  as  contemplated  in this  Section 3
effective  the first day of the first  month  following  the  conclusion  of the
Measuring Period.

4.   ANNUAL BONUS

         During each year of the Employment Term, Executive shall be eligible to
receive  a  discretionary  bonus  (the  "Discretionary  Bonus").   Whether  such
Discretionary  Bonus shall be granted to the  Executive,  and,  if granted,  the
timing,  amount  and  manner of payment  of such  Discretionary  Bonus  shall be
determined  at the  sole  and  absolute  discretion  of the  Company's  Board of
Directors or the Compensation Committee thereof.

5.   INCENTIVE STOCK OPTION PLAN

         During the Employment  Term,  Executive shall be eligible,  in a manner
equal to that of the Company's  other senior  executives,  to receive  grants of
stock  options to purchase  shares of the Company's  common  stock.  All of such
options  shall be  granted  under one or more of the stock  option  plans of the
Company  (the  "Plan").  All of such  options  shall be subject to the terms and
conditions  specified  in the Plan  and in any  agreements  entered  into by the
Company and Executive with respect thereto.

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                                                                    Exhibit 10.6

6.   TERMINATION UNDER CERTAIN CONDITIONS

         Except as  otherwise  provided  in Section 8 hereof,  in the event that
Executive's  employment  is terminated by the Company other than for "Cause" (as
hereinafter  defined) or Executive  terminates  his employment for "Good Reason"
(as  hereinafter  defined)  prior to the end of the Employment  Term,  Executive
shall be entitled to receive in lieu of any and all other payments,  a severance
payment in an aggregate  amount equal to (1)  Executive's  yearly Base Salary in
effect on the date of his termination  multiplied by 1.5 (i.e. for each $1.00 of
Base Salary  Executive  would  receive  $1.50)  plus (2) an amount  equal to the
Discretionary  Bonus, if any, projected by the Board of Directors for the fiscal
year in which termination occurs (subject to the terms and conditions of Section
4), and, in the case of the  Discretionary  Bonus only, pro rated by a fraction,
the numerator of which shall be the actual number of days elapsed in the current
fiscal year and  denominator of which shall be 365. If the Company  notifies the
Executive of its  intention  not to renew this  Agreement as provided in Section
2.2  and if  Executive  is  still  employed  by the  Company  at the  end of the
Employment  Term, then Executive shall be entitled to receive in lieu of any and
all other  payments,  a severance  payment in an  aggregate  amount equal to (1)
Executive's yearly Base Salary in effect on the date of his termination plus (2)
an amount equal to the  Discretionary  Bonus, if any,  projected by the Board of
Directors for the fiscal year in which termination  occurs (subject to the terms
and conditions of Section 4), and, in the case of the Discretionary  Bonus only,
pro rated by a fraction,  the  numerator of which shall be the actual  number of
days elapsed in the current  fiscal year and  denominator of which shall be 365.
Any payment  provided to Executive under the terms of this Section 6 is referred
to herein as a "Severance  Payment".  The Severance  Payment shall be payable to
Executive in equal  installments in accordance with the Company's normal payroll
practices  as if Executive  were still  employed by the Company over a period of
eighteen (18) months if termination is by the Company other than for Cause or by
the  Executive for Good Reason or twelve (12) months  otherwise.  In addition to
the Severance  Payment,  Executive shall be entitled to receive all benefits set
forth in Section 7.1 on terms and  conditions no less favorable to the Executive
than those in effect immediately prior to the Executive's termination during the
period that the Severance Payment is payable to him.

7.   CERTAIN EMPLOYEE BENEFITS

         7.1  During  the  Employment  Term,  Executive  shall  be  entitled  to
participate,  to the extent Executive is eligible under the terms and conditions
thereof, in any benefit plans which the Company may from time to time provide to
its senior executives during the Employment Term. Unless otherwise  specifically
set forth  herein,  the Company  shall be under no  obligation  to  institute or
thereafter continue the existence of any such benefit plan.

         7.2  The  Company  currently  has  directors  and  officers   liability
insurance.  The Company  covenants  that  Executive  shall be covered under such
policy  through the  Employment  Term,  and  thereafter  with respect to matters
occurring during the Employment Term.

         7.3 The Company will reimburse Executive for any premium Executive pays
for life insurance on  Executive's  life,  obtained by Executive,  that benefits
Executive's  beneficiaries  up to a  maximum  reimbursement  by the  Company  of
$1,500.00 per year.

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                                                                    Exhibit 10.6

         7.4 Executive  shall be entitled to four weeks of vacation per year, in
accordance with existing policies of the Company.

8.   CHANGE OF CONTROL

         8.1 For the  purpose of this  Agreement,  a "Change of  Control"  shall
mean:

              (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act") (a "Person") of beneficial  ownership
     (within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
     50% or more (on a fully diluted  basis) of either (i) the then  outstanding
     shares of common stock of the Company,  taking into account as  outstanding
     for this purpose such common stock issuable upon the exercise of options or
     warrants,  the conversion of convertible stock or debt, and the exercise of
     any similar  right to acquire such common stock (the  "Outstanding  Company
     Common  Stock") or (ii) the combined  voting power of the then  outstanding
     voting securities of the Company entitled to vote generally in the election
     of directors  (the  "Outstanding  Company  Voting  Securities");  provided,
     however,   that  for  purposes  of  this   subsection  (a),  the  following
     acquisitions shall not constitute a Change of Control:  (w) any acquisition
     by the Company or any "affiliate" of the Company,  within the meaning of 17
     C.F.R.  & 230.405 (an  "Affiliate"),  (x) any  acquisition  by any employee
     benefit plan (or related  trust)  sponsored or maintained by the Company or
     any  Affiliate,  (y)  any  acquisition  by any  corporation  pursuant  to a
     transaction  which  complies with clauses (i), (ii) and (iii) of subsection
     (c) of this  Section 8.1,  and (z) any  acquisition  by any entity in which
     Executive has a direct or indirect equity interest; or

              (b) Individuals  who, as of the effective date hereof,  constitute
     the Board of Directors (the  "Incumbent  Board")  ceasing for any reason to
     constitute  at  least a  majority  of the  Board  of  Directors;  provided,
     however,  that  any  individual  becoming  a  director  subsequent  to such
     effective date whose election,  or nomination for election by the Company's
     shareholders,  was  approved  by a  vote  of at  least  a  majority  of the
     directors then comprising the Incumbent Board shall be considered as though
     such individual were a member of the Incumbent  Board,  but excluding,  for
     this purpose, any such individual whose initial assumption of office occurs
     as a result of an actual or threatened election contest with respect to the
     election or removal of directors or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person  other than the Board of
     Directors; or

              (c) Consummation of a  reorganization,  merger or consolidation or
     sale or other  disposition of all or substantially all of the assets of the
     Company (a "Business  Combination"),  in each case, unless,  following such
     Business  Combination,  (i) all or substantially all of the individuals and
     entities who were the beneficial owners,  respectively,  of the Outstanding
     Company Common Stock and Outstanding Company Voting Securities  immediately
     prior  to  such  Business   Combination   beneficially   own,  directly  or

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                                                                    Exhibit 10.6

     indirectly, more than 60% of, respectively,  the then outstanding shares of
     common stock and the combined voting power of the then  outstanding  voting
     securities entitled to vote generally in the election of directors,  as the
     case may be, of the  corporation  resulting from such Business  Combination
     (including,  without  limitation,  a corporation  which as a result of such
     transaction owns the Company or all or  substantially  all of the Company's
     assets either directly or though one or more subsidiaries) in substantially
     the same  proportions as their ownership of the Outstanding  Company Common
     Stock  and  Outstanding  Company  Voting  Securities,  as the  case may be,
     immediately  prior  to  such  Business  Combination,  and  (ii)  no  Person
     (excluding  any  employee  benefit  plan (or related  trust)  sponsored  or
     maintained by the Company,  any Affiliate of the Company,  the  corporation
     resulting  from  such  Business   Combination  or  any  Affiliate  of  such
     corporation)  beneficially owns, directly or indirectly,  20% or more (on a
     fully diluted basis) of the then outstanding  shares of common stock of the
     corporation resulting from such Business  Combination,  taking into account
     as  outstanding  for this  purpose  such  common  stock  issuable  upon the
     exercise of options or warrants,  the  conversion of  convertible  stock or
     debt,  and the exercise of any similar  right to acquire such common stock,
     or the combined voting power of the then outstanding  voting  securities of
     such corporation  except to the extent that such ownership existed prior to
     the  Business  Combination  and (iii) at least a majority of the members of
     the board of  directors of the  corporation  resulting  from such  Business
     Combination  were  members  of  the  Incumbent  Board  at the  time  of the
     execution  of this  Agreement  or of the  action of the Board of  Directors
     providing for such Business Combination; or

              (d)  Approval  by the  stockholders  of the  Company of a complete
     liquidation or dissolution of the Company.

         8.2 The Company or its successor or purchaser shall notify Executive in
writing no later  than 10 days  prior to a Change of Control  whether it desires
Executive to remain employed for a maximum of six months following the Change of
Control (the  "Transition  Period").  If  Executive  is notified  that it is not
desired that he remain employed  following the Change of Control,  or if no such
notice is given or the notice  references a  transition  period of more than six
months,  Executive shall have the right to voluntarily  terminate his employment
during the 60-day period following the Change of Control and, subject to Section
8.4 below, such termination shall be deemed to have occurred for Good Reason for
purposes of this Agreement.

         8.3 If Executive is properly notified that the Company or its successor
or purchaser desires Executive to remain employed for a Transition  Period,  and
if Executive  remains employed for the Transition  Period,  then Executive shall
have the right to voluntarily  terminate his employment during the 60-day period
following the end of the  Transition  Period and,  subject to Section 8.4 below,
such  termination  shall be deemed to have occurred for Good Reason for purposes
of this Agreement.  Any termination of Executive's employment by Executive prior
to the end of the Transition Period shall not be considered termination for Good
Reason.

         8.4 If,  within one year  following  a Change of  Control,  Executive's
employment  is  terminated  by the Company  other than for Cause,  or  Executive
terminates  his  employment  for Good Reason  (including  for this purpose under
circumstances  described in Section 8.2 and 8.3),  (i) if the price per share of

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                                                                    Exhibit 10.6

the Company's common stock paid to the Company's stockholders by the acquirer of
the Company is $4.00 or greater, Executive shall, in lieu of any amounts payable
to  Executive  under  Section  6,  receive  an  aggregate  payment  equal to (a)
Executive's  yearly  Base  Salary  in  effect  on the  date  of his  termination
multiplied by 1.5 (i.e.  for each $1.00 of Base Salary  Executive  would receive
$1.50),  plus (b) an amount equal to the  Discretionary  Bonus paid to Executive
for the fiscal year immediately  preceding the fiscal year in which  termination
occurs,  and,  in the  case of the  Discretionary  Bonus  only,  pro  rated by a
fraction,  the  numerator of which shall be the actual number of days elapsed in
the current  fiscal year and the  denominator  of which shall be 365 (the amount
calculated  under (b) shall be referred to herein as the  "Termination  Bonus"),
the  aggregate  of such  payments to be made to Executive in a lump sum no later
than five days  following  his  termination;  (ii) if the price per share of the
Company's common stock paid to the Company's stockholders by the acquirer of the
Company is greater than $2.99 but less than $4.00,  Executive  shall, in lieu of
any amounts payable to Executive  under Section 6, receive an aggregate  payment
equal  to (a)  Executive's  yearly  Base  Salary  in  effect  on the date of his
termination  multiplied  by 1.25 (i.e.  for each $1.00 of Base Salary  Executive
would  receive  $1.25) plus (b) the  Termination  Bonus,  the  aggregate of such
payments to be made to Executive in a lump sum no later than five days following
his termination; (iii) if the price per share of the Company's common stock paid
to the Company's  stockholders  by the acquirer of the Company is $2.99 or less,
Executive  shall,  in lieu of any amounts  payable to Executive under Section 6,
receive an  aggregate  payment  equal to (a)  Executive's  yearly Base Salary in
effect  on the date of his  termination,  plus (b) the  Termination  Bonus,  the
aggregate  of such  payments to be made to Executive in a lump sum no later than
five days  following  his  termination;  and (iv) in the event  that a Change of
Control  occurs other than by a Person  purchasing  the shares of the  Company's
common stock from the Company's  stockholders,  Executive  shall, in lieu of any
amounts payable to Executive under Section 6, receive an aggregate payment equal
to (a)  Executive's  yearly Base Salary in effect on the date of his termination
multiplied by 1.5 (i.e.  for each $1.00 of Base Salary  Executive  would receive
$1.50) plus (b) the Termination Bonus, the aggregate of such payments to be made
to Executive in a lump sum no later than five days  following  his  termination.
Upon a Change of Control,  all of Executive's  options shall vest in full and be
immediately  exercisable and Executive's  401(k) shall vest in full. In addition
to the payments  provided in this Section  8.4,  Executive  shall be entitled to
receive all  benefits  set forth in Section 7.1 for twelve,  fifteen or eighteen
months following such termination,  on terms and conditions no less favorable to
the  Executive  than  those  in  effect  immediately  prior  to the  Executive's
termination,  the  duration of such  benefits to be eighteen  months if his Base
Salary (as above  provided) is  multiplied  by 1.5,  fifteen  months if his Base
Salary (as above provided) is multiplied by 1.25 or twelve months otherwise.

9.   TERMINATION FOR GOOD REASON

         9.1 Executive may terminate his employment hereunder for Good Reason at
any time during the Employment  Term, in which event Executive shall resign from
all of his positions  with the Company.  For purposes of this  Agreement,  "Good
Reason"  shall mean the  Executive's  good faith  determination  that any of the
following has occurred (without Executive's express prior written consent).

              (i)  The   assignment  to  Executive  by  the  Company  of  duties
     inconsistent  with  those  of  a  President  and  Chief  Executive  Officer

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                                                                    Exhibit 10.6

     (including  status,  titles,  offices  and lines of  reporting),  except in
     connection  with the  termination of  Executive's  employment for Cause (in
     accordance  with  Section 10  hereof),  disability  (as  defined in Section
     10.2(c)  below),  or as a result of  Executive's  death or  termination  by
     Executive other than for Good Reason;

              (ii) The taking of any action by the Company  which would  deprive
     Executive of any material  fringe benefit  enjoyed by Executive at any time
     during the Employment Term as set forth in Section 6; or

              (iii) Any material  breach by the Company of any provision of this
     Agreement.

10.  DISCHARGE FOR CAUSE

         10.1 The Company  shall have the right to terminate  the  employment of
Executive during the Employment  Term. If the Company  terminates the employment
of  Executive  other  than for  Cause,  the  provisions  of  Section  6 and,  if
applicable,  Section 8 shall apply. If the Company  terminates the employment of
Executive for Cause,  its  obligation  under this  Agreement to make any further
payments  to  Executive  shall  thereupon  cease and  terminate  except  for any
obligations accrued but which remain unpaid.

         10.2 As used herein, the term "Cause" shall be limited to (a) action by
Executive  involving  willful  malfeasance or gross negligence having an adverse
effect on the  Company,  or (b) failure to act by Executive  involving  material
malfeasance or gross negligence having an adverse effect on the Company provided
that any action or failure to act by Executive shall not constitute  "Cause" if,
in good faith,  Executive believed such action or failure to act to be in or not
opposed to the best interests of the Company, or if Executive shall be entitled,
under  applicable  law or the  Certificate  of  Incorporation  or By-Laws of the
Company, to be indemnified with respect to such action or failure to act, (c) in
the  event  Employer  makes a good  faith  determination  that  Executive  is so
disabled,   for  mental  or  physical  reasons,  that  Executive  is  unable  to
satisfactorily  perform his duties hereunder for an aggregate of 180 days during
any period of 12 consecutive months, or (d) the death of Executive.

         10.3  Termination  of Executive  for Cause  pursuant to this Section 10
shall be communicated by a notice of termination.

11.  EXPENSES

         The Company shall reimburse  Executive for reasonable expenses incurred
by  him  in  connection  with  the  performance  of his  duties  hereunder  upon
presentation to it by Executive from time to time of an itemized account of such
expenditures in accordance with the Company's  procedures as in effect from time
to time.

12.  NONDISCLOSURE; NON-COMPETE; INVENTIONS

         12.1 "Confidential  Information"  Defined.  As used in this Section 12,
the term "Confidential  Information" shall mean any and all information  (verbal

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                                                                    Exhibit 10.6

and written)  relating to the  Company,  any of its  subsidiaries  or any of its
activities, other than such information which can be shown by Executive to be in
the public domain (such  information not being deemed to be in the public domain
merely because it is embraced by more general information which is in the public
domain)  other than as the result of a breach of the  provisions of Section 12.2
below,  including,  but not limited to,  information  relating  to:  technology;
research;  test procedures and results;  machinery and equipment;  manufacturing
processes;  financial  information;  products;  identity and  description of raw
materials and services used; purchasing; costs; pricing; engineering;  customers
and prospects; marketing; and selling and servicing.

         12.2. Nondisclosure of Confidential  Information.  Executive shall not,
at any time during the term of his  employment by the Company (other than as may
be required in connection with the  performance by him of his duties  hereunder)
or thereafter directly or indirectly, use, communicate,  disclose or disseminate
any Confidential Information in any manner whatsoever.

         12.3  Non-compete  Covenant.  Executive shall not, during the period of
his  employment  by the  Company  and,  unless  Executive  has  terminated  this
Agreement  for Good Reason,  for a period of 12 months  thereafter,  directly or
indirectly  (a) engage in any  business  (whether as owner,  manager,  operator,
lender, partner,  shareholder,  licensor,  licensee,  joint venturer,  employee,
consultant or otherwise) in which the Company or any of its then subsidiaries is
or has been  engaged (or is actively  considering  engaging)  during the term of
Executive's  employment  by the  Company  in any  geographic  area in which  the
Company or any of its  respective  subsidiaries  is so  engaged  or is  actively
considering  engaging,  or (b)  take  any  other  action  which  constitutes  an
interference with or a disruption of the activities of the Company or any of its
subsidiaries. Notwithstanding the foregoing, Executive shall be permitted to own
(as a passive  investment) not more than 1% of any class of securities  which is
registered  under the  Securities  Exchange Act of 1934,  as amended:  provided,
however,  that said 1%  limitation  shall  apply to the  aggregate  holdings  of
Executive and all other  persons and entities with whom  Executive has agreed to
act  for  the  purpose  of  acquiring,  holding,  voting  or  disposing  of such
securities.

         12.4  Certain  Activities.  For purposes of  clarification,  but not of
limitation,  Executive  hereby  acknowledges  and agrees that the  provisions of
Section  12.3  shall  serve as a  prohibition  against  him,  during  the period
referred to therein, directly or indirectly,  hiring, offering to hire, enticing
away or in any other manner  persuading  or  attempting to persuade any officer,
employee,  agent, lessor,  lessee,  licensor,  licensee,  customer,  prospective
customer or supplier of the Company or any of its subsidiaries to discontinue or
alter his, her or its relationship with the Company or any of its subsidiaries.

         12.5 Inventions.  Executive shall assign, transfer,  convey and deliver
to the  Company,  and hereby does  assign,  transfer,  convey and deliver to the
Company,  all  right,  title  and  interest  in  and  to  all  ideas,  concepts,
inventions,  devices  and  improvements  which  pertain to  methods,  apparatus,
designs,  products,  processes,  devices or services  sold,  leased,  used under
consideration  or  development by the Company or any of  subsidiaries,  or which
otherwise  relate or pertain to the  business,  functions or  operations  of the
Company or any of its  subsidiaries,  whether or not patentable or copyrightable
(collectively  called  "Inventions"),  and  in  and  to  any  and  all  patents,

                                       8
<PAGE>

                                                                    Exhibit 10.6

copyrights,   trademarks  and  other   protection   with  respect   thereto  and
applications   therefor   (including    continuations,    continuations-in-part,
divisions, reissues, renewals and extensions) for all countries relating to such
Inventions,  that Executive,  either alone or with others, may make, conceive or
reduce to practice during the term of Executive's  employment by the Company (it
being agreed that any Invention disclosed by Executive within one year following
the termination of Executive's employment by the Company shall be deemed to fall
within the  provisions  of this Section 12.5 unless  proved by Executive to have
been first conceived,  made and reduced to practice following the termination of
his employment by the Company).  Executive  shall (i) promptly  communicate  and
disclose  to the  Company  all  information,  data and  details  concerning  all
Inventions,  and (ii) during the term of  Executive's  employment by the Company
and at any time  thereafter,  execute  all  papers  and  perform  all acts,  and
cooperate  with the Company and its counsel in any other way which,  in the sole
view of the  Company,  is  necessary  and  proper to more fully  effectuate  the
provisions of this Section 12.5. All expenses in connection with the obligations
of  Executive  under  this  Section  12.5  shall be borne by the  Company or its
nominee.

         12.6  Records.  During the  period of his  employment  by the  Company,
Executive  shall make and maintain  adequate and current  written records of all
Inventions,  in the form of notes,  sketches,  drawings and/or reports  relating
thereto, which records shall be and shall remain the property of the Company and
shall  be  available  to the  Company  at all  times.  Upon  termination  of the
Executive's  employment  for any  reason  whatsoever,  all  documents,  records,
notebooks  and  other  materials  which  refer or  relate  to any  aspect of the
business which are in the possession of Executive, including all copies thereof,
shall be promptly returned to the Company.

         12.7 Injunctive Relief,  etc. The parties hereto hereby acknowledge and
agree that (i) the Company would be irreparably injured in the event of a breach
by Executive  of any of his  obligations  under this  Section 12, (ii)  monetary
damages  would not be an  adequate  remedy  for any such  breach,  and (iii) the
Company shall be entitled to injunctive  relief, in addition to any other remedy
which it may have,  in the event of any such  breach.  It is hereby  also agreed
that the existence of any claims which Executive may have against the Company or
its  subsidiaries,  whether under this  Agreement or  otherwise,  shall not be a
defense  to the  enforcement  by the  Company  of any of its  rights  under this
Section 12.

         12.8 Scope of Restriction.  It is the intent of the parties hereto that
the  covenants  contained  in this  Section 12 shall be  enforced to the fullest
extent  permissible  under the laws and public policies of each  jurisdiction in
which  enforcement  is  sought  (Executive   hereby   acknowledging   that  said
restrictions  are  reasonably  necessary  for the  protection  of the  Company).
Accordingly,  it is hereby agreed that if any of the  provisions of this Section
12  shall  be  adjudicated  to  be  invalid  or  unenforceable  for  any  reason
whatsoever,  said provision shall be (only with respect to the operation thereof
in the particular  jurisdiction in which such adjudication is made) construed by
limiting  and  reducing it so as to be  enforceable  to the extent  permissible,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of said provision in any other jurisdiction.

         12.9  Nonexclusivity.  The undertakings of Executive  contained in this
Section 12 shall be in addition to, and not in lieu of, any obligations which he
may have with respect to the subject  matter hereof,  whether by contract,  as a
matter of law or otherwise.

                                       9
<PAGE>

                                                                    Exhibit 10.6

13.  CAPACITY, ETC.

         Executive  hereby  represents  and  warrants to the Company  that:  (a)
Executive  has full power,  authority  and  capacity to execute and deliver this
Agreement, and to perform Executive's obligations hereunder, (b) said execution,
delivery  and  performance  will not (and with the  giving of notice or lapse of
time or both  would  not)  result  in the  breach  of any  agreements  or  other
obligations to which he is a party or otherwise bound, and (c) this Agreement is
his valid and binding obligation in accordance with its terms.

14.  NOTICES.

         All notices or  communications  hereunder shall be in writing addressed
as follows:

                  To the Company:
                           425B Oser Avenue
                           Hauppauge, NY  11788

                  To Executive:
                           19 Arcadia Drive
                           Dix Hills, NY 11746

         Any such notice or communication  shall be sent certified or registered
mail, return receipt requested,  postage prepaid, addressed as above (or to such
other address as such party may designate in writing from time to time), and the
actual date of receipt,  as shown by the receipt  therefor,  shall determine the
time at which notice was given.

15.  SEPARABILITY, LEGAL FEES

         If any provision of this  Agreement  shall be declared to be invalid or
unenforceable,  in whole or in part, such invalidity or  unenforceability  shall
not affect the remaining  provisions hereof which shall remain in full force and
effect.  The Company shall pay all legal fees and other fees and expenses  which
Executive may incur in entering into this Agreement,  if executed  (provided the
amount of such  legal  fees  shall  not  exceed  $1,000),  or in  obtaining,  or
attempting to obtain compensation or other benefits under this Agreement.

16.  INDEMNIFICATION

         The Company shall  indemnify  and hold harmless the Executive  from and
against any and all damage,  loss,  liability or expense  (including  reasonable
attorneys'  fees which shall be advanced by the Company)  arising out of or with
respect to the performance of his duties hereunder in his capacity as an officer
and  employee of the Company (or any  subsidiary  or  affiliate  thereof) to the
maximum extent  permitted by law. The Executive  shall notify the Company of any
claim by any third  party  coming to his  attention  which  could  result in any
liability on the Company's part. The Company shall have the right to conduct the

                                       10
<PAGE>

                                                                    Exhibit 10.6

defense against any such claim with counsel of its selection. The obligations of
the Company under this Section 16 shall  continue  following the  termination of
this  Agreement  and/or the  termination of employment of the Executive with the
Company.

17.  BINDING EFFECT, ASSIGNMENT

              (a) This Agreement  shall be binding upon and inure to the benefit
     of  the  heirs  and  representatives  of  Executive  and  the  assigns  and
     successors  of the  Company,  but  neither  this  Agreement  nor any rights
     hereunder  shall be assignable  or otherwise  subject to  hypothecation  by
     Executive or by the Company. The Company shall not assign this Agreement to
     any  successor  or assign of the Company  without  the  written  consent of
     Executive.

              (b) The Company  will  require any  successor  (whether  direct or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially all of the business and/or assets of the Company to expressly
     assume and agree to perform  this  Agreement  in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. As used in this Agreement, "Company" shall mean
     the Company as  hereinbefore  defined  and any  successor  to its  business
     and/or  assets  which  assumes  and agrees to  perform  this  Agreement  by
     operation of law, or otherwise.

18.  GOVERNING LAW

         This  Agreement  shall  be  construed,  interpreted,  and  governed  in
accordance  with the laws of the  state of New York  (without  giving  effect to
those laws which would require the application of the substantive law of another
jurisdiction).

19.  ARBITRATION

         Any  controversy or claim arising out of or relating to this Agreement,
or the breach  thereof,  shall be settled by arbitration in accordance  with the
Commercial  Arbitration  Rules of the American  Arbitration  Association  in New
York, New York and judgment upon the award rendered by the  arbitrator(s) may be
entered in any court having jurisdiction thereof.

20.  ENTIRE AGREEMENT

         This Agreement represents the entire agreement of the parties and shall
supersede any and all previous contracts,  arrangements or understanding between
the Company  and  Executive  with  respect to the subject  matter  hereof.  This
Agreement may be amended at any time by mutual written  agreement of the parties
hereto. This Agreement shall supersede the employment agreement dated as of July
1, 2001 between the Company and the Executive.


                                       11
<PAGE>

                                                                    Exhibit 10.6

21.  HEADINGS

         The headings  contained  herein are for the sole purpose of convenience
of  reference,  and  shall  not in any  way  limit  or  affect  the  meaning  or
interpretation of any of the terms or provisions of this Agreement.

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed and  Executive  has hereunto set his hand  effective as of the date set
forth above.


                                               GLOBAL PAYMENT TECHNOLOGIES, INC.


                                               By:_____________________________
                                               Name:
                                               Title:


                                               ________________________________
                                                           Thomas Oliveri

                                       12