Exhibit 4.1(c)


          AMENDMENT NO. 1 TO SECURED CONVERTIBLE MINIMUM BORROWING NOTE
                                       OF
                        GLOBAL PAYMENT TECHNOLOGIES, INC.

                                 April 29, 2004

         Reference is made to that certain Secured Convertible Minimum Borrowing
Note dated as of March 15, 2004 made by GLOBAL PAYMENT TECHNOLOGIES,INC., a
Delaware corporation (the "Borrower") in favor LAURUS MASTER FUND, LTD., c/o
Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South
Church Street, Grand Cayman, Cayman Islands (the "Laurus"") in the original
principal amount of Seven Hundred Fifty Thousand Dollars ($750,000 ) (the "MB
Note"). Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the MB Note.

         WHEREAS, each of the Borrower and Laurus desires to make certain
changes to the MB Note to address the comments made by the National Association
of Securities Dealer Automated Quotation System market where the common stock of
the Borrower is listed for trading.

         NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1.   Section 3.2 of the MB Note is hereby deleted in its entirety and
          replaced with the following:

              "Section 3.2 Conversion Limitation. Notwithstanding anything
     contained herein to the contrary, the Holder shall not be entitled to
     convert pursuant to the terms of the MB Note an amount that would (a) be
     convertible into that number of shares of Common Stock which, when added to
     the number of shares of Common Stock otherwise beneficially owned by such
     Holder including those issuable upon exercise of warrants held by such
     Holder would exceed 4.99% of the outstanding shares of Common Stock of the
     Borrower at the time of conversion or (b) (ii) exceed twenty five percent
     (25%) of the aggregate dollar trading volume of the Common Stock for the
     ten (10) day trading period immediately preceding delivery of a Notice of
     Conversion to the Borrower. For the purposes of the immediately preceding
     sentence, beneficial ownership shall be determined in accordance with
     Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The
     conversion limitation described in this Section 3.2 shall automatically
     become null and void without any notice to Borrower upon the occurrence and
     during the continuance beyond any applicable grace period of an Event of
     Default, or upon 75 days prior notice to the Borrower, except that at no
     time shall the beneficial ownership exceed 19.99% of the borrower's common
     stock. Notwithstanding anything contained herein to the contrary, the

<PAGE>

                                                                  Exhibit 4.1(c)

     number of shares of Common Stock issuable by the Borrower and acquirable by
     the Holder at a price below $4.06 per share pursuant to the terms of the MB
     Note, any convertible note issued to the Holder by the Borrower, and/or
     Warrants issued by the Borrower to the Holder pursuant to this Security
     Agreement (the "March Transaction Documents"), shall not exceed an
     aggregate of 1,110,000 shares of the Borrower's Common Stock, (subject to
     appropriate adjustment for stock splits, stock dividends, or other similar
     recapitalizations affecting the Common Stock) (the "Maximum Common Stock
     Issuance"), unless the issuance of shares hereunder in excess of the
     Maximum Common Stock Issuance shall first be approved by the Borrower's
     shareholders. If at any point in time and from time to time the number of
     shares of Common Stock issued pursuant to the terms of the March
     Transaction Documents, together with the number of shares of Common Stock
     that would then be issuable by the Borrower to the Holder in the event of a
     conversion or exercise pursuant to the terms of the March Transaction
     Documents, would exceed the Maximum Common Stock Issuance but for this
     Section, the Borrower shall promptly call a shareholders meeting to solicit
     shareholder approval for the issuance of the shares of Common Stock
     hereunder in excess of the Maximum Common Stock Issuance."

     2.   The foregoing amendment shall be effective as of the date hereof.

     3.   There are no other amendments to the MB Note.

     4.   The Borrower hereby represents and warrants to Laurus that as of the
          date hereof all representations, warranties and covenants made by
          Borrower in connection with the MB Note are true correct and complete
          and all of Borrower's covenants requirements have been met. As of the
          date hereof, no Event of Default under any Ancillary Agreements (as
          defined in the Security Agreement) has occurred or is continuing.

<PAGE>

                                                                  Exhibit 4.1(c)

         IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 1 to Secured Convertible Minimum Borrowing Note to be signed in
its name this 29th day of April, 2004.


                                             GLOBAL PAYMENT TECHNOLOGIES, INC.



                                             By:________________________________
                                                  Name:
                                                  Title:



                                             LAURUS MASTER FUND, LTD.


                                             By:______________________________
                                             Name:
                                             Title: