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                             George R. Jensen, Jr.
                          c/o USA Technologies, Inc.
                         100 Deerfield Lane, Suite 140
                               Malvern, PA 19355

                                 July 16, 2003



USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, PA 19355
Attn: Stephen P. Herbert, President

           Re: Employment Agreement Amendment

Dear Mr. Herbert:

      As you know, USA has issued to me an aggregate of 10,500,000 shares of
USA Common Stock ("Common Stock") on the date hereof. As more fully set forth
below, I have agreed to return to USA an aggregate of 8,000,000 of these
shares (hereinafter, the "USTT Stock") for recision in the event of the
occurrence of a Triggering Event (as defined below).

      For the purposes of this letter, the term Triggering Event shall mean
legal or other action taken by the SEC or other governmental agency, a USA
shareholder, a shareholder derivative action, or other third parties
(including a bankruptcy trustee), which results in a court, or an
administrative agency, body or tribunal, determining (by an Order) that any
of the transactions relating to the issuance of the USTT Stock to me by USA
were unlawful or in violation of any applicable legal duty or law.

      In order for there to have been a Triggering Event, the commencement or
taking of the legal or other action referred to in the prior paragraph must
have occurred during the two year period following the date hereof (i.e.,
prior to July 16, 2005). For purposes of the prior sentence: (i) any
correspondence received from the SEC or other governmental agency during such
two year period shall be the timely commencement or taking of such legal or
other action unless counsel for USA and an independent Board Committee
mutually determine that the correspondence is either frivolous,
non-threatening or non-problematic; (ii) any correspondence received from any
person or entity other than the SEC or other governmental agency during such
two year period shall not be the timely commencement or taking of such legal
or other action; (iii) any complaint or other formal process issued by or
commenced by the SEC or other governmental agency during such two year period
shall be the timely commencement or taking of such legal or other action
unless counsel for USA and an independent Board Committee mutually determine
that the allegations in the complaint or formal process are either frivolous,
non-threatening or non-problematic; and (iv) any complaint or other formal
process commenced or filed by any person or entity other than the SEC or
other governmental agency during such two year period shall be the timely
commencement or taking of such legal or other action unless counsel for USA
and an independent Board Committee mutually determine that the allegations in
the complaint or formal process are either frivolous, non-threatening or
non-problematic.

      If I am required to return the USTT Stock for recision pursuant to this
letter, then Section 4 of my employment agreement would be amended so that
Section 4 would be identical to that existing immediately prior to the
execution and delivery of the Fifth Amendment thereto (provided that the
applicable percentage therein shall be reduced from 7% to 6.28%).

      This letter shall be binding upon me as well as upon my successors,
assigns, personal representatives, and heirs, and shall inure, as applicable,
to the benefit of USA and each of its directors as well as each of their
respective heirs, personal representatives, assigns and successors. Any
permitted transferee of the USTT Stock shall acknowledge and agree to the
terms of this letter as a condition of such transfer.

                                    Sincerely,
                                    /s/ GEORGE R. JENSEN, JR.
                                    --------------------------
                                    GEORGE R. JENSEN, JR.

ACCEPTED AND ACKNOWLEDGED:

USA TECHNOLOGIES, INC.

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