THESE WARRANTS AND THE COMMON STOCK  ISSUABLE UPON THE EXERCISE  HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAW.  THESE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION  STATEMENT IN EFFECT UNDER SUCH ACT AND SUCH LAWS WITH RESPECT
TO THESE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,  OR AN
OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION  IS NOT
REQUIRED.


2005-G WARRANT                                            ___________ COMMON
CERTIFICATE NO. ___                                       STOCK WARRANTS


                             USA TECHNOLOGIES, INC.
                             ----------------------

                              COMMON STOCK WARRANTS
                              ---------------------

                  (These Warrants will be void if not exercised
                    by the Termination Date specified below.)

            1.  Warrants.  Subject  to the terms  and  conditions  hereof,  this
certifies that ___________________________,  or any subsequent holder hereof, is
the owner of __________  Warrants (the "Warrants") of USA Technologies,  Inc., a
Pennsylvania  corporation  (the  "Company").  Each  Warrant  entitles the holder
hereof to  purchase  from the Company at any time prior to 5:00 p.m. on December
31, 2008(the "Termination Date"), one fully paid and non-assessable share of the
Company's  Common  Stock,  without par value (the  "Common  Stock"),  subject to
adjustment as provided in Section 7 hereof.

            2. Warrant Price. The Warrants shall be exercised by delivery to the
Company (prior to the  Termination  Date) of the Warrant price for each share of
Common Stock being purchased hereunder (the "Warrant Price"),  this Certificate,
and the  completed  Election To  Purchase  Form which is  attached  hereto.  The
Warrant Price shall be $.20 per share of Common  Stock.  The Warrant Price shall
be subject to adjustment  as provided in Section 7 hereof.  The Warrant Price is
payable either in cash or by certified  check or bank draft payable to the order
of the Company.

            3. Exercise.  Upon the surrender of this  Certificate and payment of
the  Warrant  Price as  aforesaid,  the  Company  shall  issue  and  cause to be
delivered  with all  reasonable  dispatch  to or upon the  written  order of the
registered  holder of this  Warrant and in such name or names as the  registered
holder may  designate,  a  certificate  or  certificates  for the number of full
shares of Common  Stock so  purchased  upon the  exercise of any  Warrant.  Such
certificate or  certificates  shall be deemed to have been issued and any person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such Common Stock on and as of the date of the delivery to the Company
of this Certificate and payment of the Warrant Price as aforesaid.  If, however,
at the date of surrender of this  Certificate and payment of such Warrant Price,
the  transfer  books for the Common Stock  purchasable  upon the exercise of any
Warrant  shall be closed,  the  certificates  for the Common Stock in respect to
which any such Warrant are then exercised  shall be issued and the owner of such
Common  Stock shall  become a record owner of such Common Stock on and as of the
next date on which such books  shall be opened,  and until such date the Company
shall be under no duty to deliver any certificate for such Common Stock.


<PAGE>

            4.  Partial  Exercise.  The rights of  purchase  represented  by the
Warrants shall be exercisable,  at the election of the registered holder hereof,
either as an  entirety,  or from time to time for any part of the  Common  Stock
specified  herein and, in the event that the Warrants are exercised with respect
to less than all of the Common Stock  specified  herein at any time prior to the
Termination Date, a new Certificate will be issued to such registered holder for
the remaining number of Warrants not so exercised.

            5.  Termination  Date.  All of the  Warrants  must be  exercised  in
accordance with the terms hereof prior to the Termination Date. At and after the
Termination Date any and all unexercised  rights hereunder shall become null and
void and all such unexercised Warrants shall without any action on behalf of the
Company become null and void.

            6. Lost,  Mutilated  Certificate.  In case this Common Stock Warrant
Certificate shall become mutilated, lost, stolen or destroyed, the Company shall
issue in exchange and  substitution  for and upon  cancellation of the mutilated
certificate, or in lieu of and in substitution for the Certificate lost, stolen,
or destroyed,  a new  Certificate of like tenor and  representing  an equivalent
right or interest, but only upon receipt of evidence satisfactory to the Company
of such  loss,  theft or  destruction  of such  certificate  and  indemnity,  if
requested, also satisfactory to the Company.


<PAGE>

            7.  Adjustments.  Subject  and  pursuant to the  provisions  of this
Section 7, the Warrant Price and number of shares of Common Stock subject to the
Warrants  shall be  subject  to  adjustment  from time to time only as set forth
hereinafter:

                  a. In case the Company shall  declare a Common Stock  dividend
on the Common Stock, then the Warrant Price shall be  proportionately  decreased
as of the close of business on the date of record of said Common Stock  dividend
in proportion to such increase of outstanding shares of Common Stock.

                  b. If the Company shall at any time subdivide its  outstanding
Common Stock by  recapitalization,  reclassification  or split-up  thereof,  the
Warrant Price  immediately  prior to such subdivision  shall be  proportionately
decreased,  and, if the Company shall at any time combine the outstanding shares
of Common Stock by recapitalization,  reclassification,  reverse stock split, or
combination  thereof,  the Warrant Price  immediately  prior to such combination
shall be  proportionately  increased.  Any such  adjustment to the Warrant Price
shall  become  effective  at the close of  business  on the record date for such
subdivision or combination. The Warrant Price shall be proportionately increased
or decreased, as the case may be, in proportion to such increase or decrease, as
the case may be, of outstanding shares of Common Stock.

                  c. Upon any  adjustment  of the Warrant  Price as  hereinabove
provided,  the number of shares of Common Stock  issuable  upon  exercise of the
Warrants remaining unexercised  immediately prior to any such adjustment,  shall
be changed to the number of shares  determined  by dividing (i) the  appropriate
Warrant  Price  payable for the purchase of all shares of Common Stock  issuable
upon exercise of all of the Warrants remaining unexercised  immediately prior to
such  adjustment  by (ii) the Warrant  Price per share of Common Stock in effect
immediately  after such  adjustment.  Pursuant  to this  formula,  the total sum
payable to the Company upon the exercise of the Warrants  remaining  unexercised
immediately prior to such adjustment shall remain constant.


<PAGE>

                  d. (i) If any capital  reorganization or  reclassification  of
the capital stock of the Company, or consolidation or merger of the Company with
another corporation,  person, or entity, or the sale of all or substantially all
of its assets to another  corporation,  person, or entity,  shall be effected in
such a way that  holders of Common  Stock shall be  entitled  to receive  stock,
securities,  cash, property, or assets with respect to or in exchange for Common
Stock,  and provided no election is made by the Company  pursuant to  subsection
(ii)  hereof,  then,  as a condition of such  reorganization,  reclassification,
consolidation,  merger or sale,  the  Company or such  successor  or  purchasing
corporation,  person,  or  entity,  as the case  may be,  shall  agree  that the
registered  holder of the Warrants shall have the right thereafter and until the
Termination  Date to exercise  such  Warrants  for the kind and amount of stock,
securities,  cash,  property,  or assets  receivable  upon such  reorganization,
reclassification,  consolidation,  merger,  or sale by a holder of the number of
shares of Common Stock for the purchase of which such  Warrants  might have been
exercised   immediately   prior   to  such   reorganization,   reclassification,
consolidation,  merger or sale,  subject to such  subsequent  adjustments  which
shall  be  equivalent  or  nearly  equivalent  as  may  be  practicable  to  the
adjustments provided for in this Section 7.

                  (ii)  Notwithstanding   subsection  (i)  hereof  and  in  lieu
thereof,  the  Company  may elect by  written  notice to the  registered  holder
hereof,  to require  such  registered  holder to  exercise  all of the  Warrants
remaining  unexercised  prior  to  any  such  reorganization,  reclassification,
consolidation,  merger or sale. If the holder of this Warrant shall not exercise
all or any part of the Warrants remaining  unexercised prior to such event, such
unexercised   Warrants  shall  automatically  become  null  and  void  upon  the
occurrence  of any such event,  and of no further  force and effect.  The Common
Stock  issued  pursuant  to any such  exercise  shall be deemed to be issued and
outstanding  immediately  prior to any such  event,  and shall be entitled to be
treated as any other issued and outstanding  share of Common Stock in connection
with such event.  If an  election  is not made by the  Company  pursuant to this
subsection  (ii) in  connection  with any such  event,  then the  provisions  of
subsection (i) hereof shall apply to such event.

                  e.  Whenever the Warrant  Price and number of shares of Common
Stock subject to this Warrant is adjusted as herein provided,  the Company shall
promptly mail to the registered  holder of this Warrant a statement signed by an
officer of the Company  setting forth the adjusted  Warrant Price and the number
of shares of Common Stock subject to this Warrant, determined as so provided.


<PAGE>

                  f. This form of Certificate need not be changed because of any
adjustment  which is required  pursuant to this Section 7. However,  the Company
may at any time in its sole  discretion  (which  shall be  conclusive)  make any
change in the form of this Certificate that the Company may deem appropriate and
that does not  affect  the  substance  hereof;  and any  Certificate  thereafter
issued,  whether in exchange or substitution  for this Certificate or otherwise,
may be in the form as so changed.

            8.  Reservation.  There has been reserved,  and the Company shall at
all times keep  reserved out of the  authorized  and  unissued  shares of Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the right of purchase  represented  by the Warrants.  The Company agrees that
all shares of Common Stock issued upon exercise of the Warrants shall be, at the
time of delivery of the Certificates  for such Common Stock,  validly issued and
outstanding, fully paid and non-assessable.

            9.  Fractional  Shares.  The Company shall not issue any  fractional
shares of Common  Stock  pursuant  to any  exercise of any Warrant and shall pay
cash to the holder of any Warrant in lieu of any such fractional shares.

            10. No Right.  The holder of any  Warrants  shall not be entitled to
any of the rights of a shareholder  of the Company prior to the date of issuance
of the Common Stock by the Company pursuant to an exercise of any Warrant.

            11.  Securities  Laws.  As a condition to the issuance of any Common
Stock  pursuant to the  Warrants,  the holder of such Common Stock shall execute
and  deliver  such  representations,  warranties,  and  covenants,  that  may be
required by  applicable  federal and state  securities  law, or that the Company
determines  is  reasonably  necessary  in  connection  with the issuance of such
Common Stock. In addition, the certificates  representing the Common Stock shall
contain such legends, or restrictive legends, or stop transfer instructions,  as
shall be required by applicable Federal or state securities laws, or as shall be
reasonably required by the Company or its transfer agent.

            12. Registration Rights. No later than January 13, 2006, the Company
shall prepare and file,  at its sole cost and expense,  and  thereafter  use its
best efforts to have declared effective,  an appropriate  registration statement
with the Securities  and Exchange  Commission  registering  all of the shares of
Common Stock underlying this Warrant  certificate for resale by the holder under
the Act.  The  Company  shall  use its  best  efforts  to have the  registration
statement maintained effective through November 30, 2006.


<PAGE>

            13.   Transferability.   Subject  to  compliance   with   applicable
securities  laws,  the  Warrants   represented  by  this  Certificate  and  this
Certificate  shall inure to the benefit of and be  exercisable  by any  holder's
heirs,  personal  representatives,  successors  and assigns,  and shall be fully
assignable  and  transferable  by any  holder at any time and from time to time,
including by will, intestacy or otherwise. Any such assignee or transferee shall
be entitled to all the benefits hereof and shall be the holder hereof.

            14.  Applicable  Law.  The Warrants  and this  Certificate  shall be
deemed to be a contract made under the laws of the  Commonwealth of Pennsylvania
and for all  purposes  shall be construed  in  accordance  with the laws thereof
regardless of its choice of law rules.

            15. Exchange Agreement. This Warrant has been issued in exchange for
a common stock purchase right issued to the original  holder hereof  pursuant to
the  2005-G  Purchase  Rights  Exchange  Agreement  dated of even date  herewith
between the Company and the original holder hereof.

            IN  WITNESS  WHEREOF,  USA  TECHNOLOGIES,  INC.,  has  executed  and
delivered this Warrant Certificate as of the date written below.


                                                USA TECHNOLOGIES, INC.


                                         By:
                                             -----------------------------------
                                             George R. Jensen, Jr.,
                                             Chief Executive Officer



                                         Attest:
                                                 -------------------------------
                                                 Stephen P. Herbert, Secretary

Dated: January 9, 2006

<PAGE>

USA TECHNOLOGIES, INC.
100 Deerfield Lane, Suite 140
Malvern, PA 19355
Attn:  George R. Jensen, Jr.,
       Chief Executive Officer



                              ELECTION TO PURCHASE
                              --------------------

            The undersigned  hereby  irrevocably elects to exercise the right of
purchase represented by the attached Warrant Certificate No. of the Company. The
undersigned  desires to purchase shares of Common Stock provided for therein and
tenders  herewith  full  payment of the  Warrant  Price for the shares of Common
Stock being purchased,  all in accordance with the Certificate.  The undersigned
requests  that a Certificate  representing  such shares of Common Stock shall be
issued to and  registered in the name of, and delivered to, the  undersigned  at
the address set forth in the attached  certificate.  If said number of shares of
Common Stock shall not be all the shares purchasable under the Certificate, then
a new Common Stock Warrant  Certificate for the balance  remaining of the shares
of Common Stock  purchasable  shall be issued to and  registered in the name of,
and  delivered  to, the  undersigned  at the address  set forth in the  attached
certificate.



Dated:                                   Signature:
      --------------------------                    ----------------------------