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                        FIRST AMENDMENT TO EMPLOYMENT AND
                            NON-COMPETITION AGREEMENT

     This First Amendment is made as of the 17th day of June 1999, by and
between GEORGE R. JENSEN, JR. ("Jensen"), and USA TECHNOLOGIES, INC., a
Pennsylvania corporation ("USA").

                                   Background

     USA and Jensen entered into an Employment And Non-Competition Agreement
dated November 20, 1997 (the "Agreement"). As more fully set forth herein, the
parties desire to amend the Agreement in certain respects.

                                    Agreement

     NOW, THEREFORE, in consideration of the covenants set forth herein, and
intending to be legally bound hereby, the parties agree as follows:


     1.   Amendments.

          A.   Subparagraph (a) of Section 1. Employment of the Agreement is
hereby deleted and the following new subparagraph (a) is hereby substituted in
its place:

          (a) USA shall employ Jensen as Chairman and Chief Executive Officer
          commencing on the date hereof and continuing through June 30, 2001
          (the "Employment Period") and Jensen hereby accepts such employment.
          Unless terminated by either party hereto upon at least 60-days notice
          prior to end of the original Employment Period ending June 30, 2001,
          or prior to the end of any one year extension of the Employment
          Period, the Employment Period shall not be terminated and shall
          automatically continue in full force and effect for consecutive one
          year periods.


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          B.   Subparagraph (d) of Section 2. Compensation and Benefits of the
Agreement is hereby deleted and the following new subparagraph (d) is hereby
substituted in its place:

          (d) As a further incentive to Jensen, USA believes it is in the best
          interest of USA to grant to Jensen eight percent of the issued and
          outstanding shares of Common Stock of USA ("Common Stock") in the
          event there is a USA Transaction (as defined below), all as more fully
          described in Section 4 hereof.

          C. The title of Section 4. Five Percent Rights. of the Agreement is
hereby deleted and the following new title of Section 4. is hereby substituted
in its place:

          SECTION 4. Eight Percent Rights.

          D. The first sentence of Subparagraph A. of Section 4. Five Percent
Rights of the Agreement is hereby deleted and the following new first sentence
of subparagraph A. is hereby substituted in its place:

          A. If at any time after the date hereof there shall be a USA
          Transaction, USA shall issue to Jensen that number of shares of Common
          Stock as shall when issued to him equal eight percent (8%) of all the
          then issued and outstanding shares of Common Stock (the "Rights").

          2. Modification. Except as otherwise specifically set forth in
Paragraph 1, the Agreement shall not be amended or modified in any respect
whatsoever and shall continue in full force and effect.

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          3. Capitalized Terms. Except as specifically provided otherwise
herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Agreement.

          4. Original Part. The amendments to the Agreement made in Paragraph 1
hereof shall be deemed to have been an original part of the Agreement and to
have been effective from and after the date of the Agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.


                                    USA TECHNOLOGIES, INC.


                                By: /s/ Stephen P. Herbert
                                    ----------------------------
                                    Stephen P. Herbert,
                                    President


                                    /s/ George R. Jensen, Jr.
                                    ----------------------------
                                    GEORGE R. JENSEN, JR.


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