Chief Financial Officer Employment Agreement

EMPLOYMENT AGREEMENT


This Employment Agreement, effective as of April 17, 2006 (the "Effective Date") between William McMahon (the "Executive") and Global Payment Technologies, Inc. (the "Company").


WITNESSETH:


WHEREAS, the Company desires to have the Executive accept employment in a management capacity with the Company and toward that end has requested that the Executive enter into an employment agreement with the Company;


WHEREAS, the Executive is willing to accept employment in a management capacity with the Company and enter into such an employment agreement on the terms herein provided.


NOW, THEREFORE, in consideration of the respective covenants and agreements of the parties contained herein, the parties hereto agree as follows.


1. Employment Term.
----------------


The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein. The employment of the Executive shall be for a term of one year commencing on the Effective Date and ending April 16, 2007 ("Employment Period"). After the conclusion of the Employment Period, the terms of this Agreement will have no further force or effect.


2. Position and Duties.
--------------------


(a) The Executive shall occupy the position and perform the duties of Vice President/Chief Financial Officer for the Company. Executive shall fulfill such general management duties and responsibilities as are consistent with this position (or any substantially similar management position with the Company or its affiliates to which the Executive is promoted or assigned after the commencement of the Employment Period), and as are assigned to the Executive from time to time by the Board of Directors of the Company or its delegate.


(b) The Executive's best efforts and all business time shall be devoted to the diligent, faithful, efficient and competent performance of the Executive's duties and responsibilities hereunder and the Executive will not engage in any other ventures or enterprises which will be a substantial invasion upon such efforts and time. Executive will not engage in conduct that can reasonably be expected to prejudice or injure the reputation of the Company or any of its affiliates in any way. The Executive shall act at all times to advance the interests of the Company and its affiliates.


3. Termination.
------------


(a) Death. This Agreement and the Executive's employment hereunder shall terminate upon the Executive's death.
(b) Cause. The Company may terminate the Executive's employment hereunder for Cause, upon notice to the Executive. For purposes of this Agreement, the term "Cause" shall mean (i) a material breach by Executive of any of the terms of this Agreement, (ii) failure by the Executive to devote all business time exclusively to the performance of Executive's duties hereunder, (iii) willful misconduct, (iv) dishonesty, (v) alcoholism or addiction to a controlled substance or a prescribed drug, (vi) conviction of a felony or misdemeanor or their equivalent under local law, (vii) habitual or gross negligence in the performance of Executive's duties, (viii) the willful and continued failure by the Executive to substantially perform Executive's duties, (ix) failure to abide by instructions received from the President or the Board of Directors of the Company or its delegate that are consistent with the terms of this Agreement, or (x) the material or repeated violation of policies and practices adopted by the Company. Termination for Cause under (i), (ii), (iii), (vii), (viii), (ix) and (x) above shall occur only after written notice of such breach, failure or violation and failure by the Executive to cure such breach, failure or violation within ten days of the written notice, and in all other cases above upon written notice.


(c) Disability. This Agreement may be terminated by the Company, upon notice to the Executive, if as a result of the Executive's disability due to physical or mental illness or injury, the Executive shall have been unable to perform adequately Executive's duties for thirty consecutive calendar days.


(d) Termination by the Executive. The Executive may voluntarily terminate employment hereunder at any time after the Effective Date by giving the Company thirty days prior notice of intention to terminate. The Company may designate any day within the thirty-day notice period as Executive's last day of active employment. If the day so designated by the Company is less than thirty days from the date the Executive provides notice of intention to terminate, the Company will pay the Executive for the balance of the thirty days.


4. Place of Employment.
--------------------


The Executive shall perform the duties and responsibilities contemplated hereunder at the Company's offices in Hauppauge in New York, except for required travel on the Company's business.


5. Compensation and Benefits.
--------------------------


(a) Base Salary. During the Employment Period, the Company shall pay or cause to be paid to the Executive as compensation for services hereunder a base salary at the rate of $200,000 per annum ("Base Salary") less appropriate deductions (including legally required withholdings and elective deductions), and payable in accordance with the Company's general payroll practice.


(b) Benefits. During the Employment Period, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs which are from time to time made available to similarly situated employees of the Company.


(c) Expenses. During the Employment Period, the Executive shall be entitled to receive reimbursement for reasonable and customary expenses actually incurred by Executive in the performance of Executive's duties (in accordance with Company policies and procedures in effect from time to time), provided that


2


any such expenses shall be reimbursable only to the extent that the Executive properly accounts for them in accordance with Company policy.


(d) Vacations, Holidays and Personal Days. The Executive shall be entitled to three weeks paid vacation and holidays and personal days ("Paid Time Off") in accordance with the Company's policy in effect from time to time for similarly situated employees of the Company.


(e) Housing and Automobile Allowance. During the Employment Period, the Company shall pay for up to $3,000.00 per calendar month (prorated for any partial month) for expenses actually incurred by Executive for the rental of housing and furnishings and the lease of an automobile.


(f) Personal Travel. During the Employment Period, Executive shall be entitled to reimbursement for expenses actually incurred by Executive for weekly travel from New York to the Tampa, Florida metropolitan area, which reimbursement shall be for ground transportation or parking, and coach airfare; provided that such expenses shall be reimbursable only to the extent Executive properly accounts for them in accordance with Company policy.


(g) Stock Options. Executive will be awarded options to purchase 250,000 shares of Company's Common Stock, par value $.01 per share, subject to and in accordance with the terms of the Company's 2006 Stock Option Plan to be voted upon at the annual meeting of the shareholders of the Company, on April 25, 2006. In the event the shareholders do not approve such Stock Option Plan, Company and Executive ...