0000910680-08-000044 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • New South Wales

This SECURITY AGREEMENT ("Security Agreement") as of the 15th day of January 2008 (the "Effective Date"), by and between Global Payment Technologies, Inc., a Delaware corporation (the "Borrower"), andGlobal Payment Technologies Australia Pty. Ltd., an Australian company (the "Lender").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

This Securities Purchase Agreement (this “Agreement”) is dated January 15, 2008 by and among Global Payment Technologies, Inc., a Delaware corporation (the “Company”), Exfair Pty Ltd, an Australian company (“Exfair”), and Global Payment Technologies Australia Pty. Ltd., an Australian company (“GPA”, and together with Exfair, the “Purchaser”).

Technology License Agreement
Technology License Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • California

This Technology License Agreement (“Agreement”) is entered into this 15th day of January, 2008 by and between Global Payment Technologies, Inc., a Delaware corporation, having its principal place of business at 170 Wilbur Place, Bohemia, NY (the “Company”), and Global Payment Technologies-Australia Pty., Ltd., a State of New South Wales, Australia corporation, having its principal place of business at 13-15 Lyon Park Road, Macquarie Park, NSW 2113, Australia (“GPTA”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

This Employment Agreement, effective as of January _________, 2008 (the “Effective Date”) between Andre Soussa (the “Executive”) and Global Payment Technologies, Inc. (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • New York

This Employment Agreement, effective as of January __, 2008 (the “Effective Date”) between William McMahon (the “Executive”) and Global Payment Technologies, Inc. (the “Company”).

Contract
Warrant Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GLOBAL PAYMENT TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

VOTING AGREEMENT
Voting Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • California

This VOTING AGREEMENT, dated as of this 15th day of January, 2008 (“Agreement”), is entered into by and among Exfair Pty. Ltd., a company organized under the laws of Australia (“Exfair”), Global Payment Technologies, Inc., a Delaware corporation (the “Company”), and each of the other persons whose signature appears under the caption “Shareholders” on the signature page hereof.

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (9/01/2006)
Distribution Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers)

This Amendment No. 1 (the “Amendment”) dated as of January 15, 2008 hereby amends the Distribution Agreement (the “Agreement”) dated as of September 1, 2006 by and between Global Payment Technologies, Inc., a Delaware corporation (the “Company”), and Global Payment Technologies Australia Pty. Ltd., a State of New South Wales, Australia corporation (the “Distributor”). Initially capitalized terms not otherwise defined shall have the meaning set forth in the Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2008 • Global Payment Technologies Inc • Calculating & accounting machines (no electronic computers) • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January __, 2008 by and between Global Payment Technologies, Inc., a Delaware corporation (the “Company”), and Exfair Pty. Ltd., a company organized under the laws of Australia (the “Purchaser”).

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