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                                  COMMON STOCK
                             SUBSCRIPTION AGREEMENT


USA TECHNOLOGIES, INC.
200 Plant Avenue
Wayne, Pennsylvania 19087
Attn: George R. Jensen, Jr.,
      Chief Executive Officer

Dear Mr. Jensen:

         The understand that the Company is offering for sale (the "Offering")
up to 2,000,000 shares of restricted Common Stock at U.S. $1.50 per share. The
Offering consists of 20 units at a price of U.S. $150,000 per unit ("Unit"),
with each Unit consisting of 100,000 shares of Common Stock. The Offering will
terminate on June 30, 2000, unless extended by the Company for up to thirty
additional days. Promptly following the termination of the Offering, the Company
shall file and 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 sold in the Offering for resale by the
subscriber under the Securities Act of 1933, as amended (the "Act").

                  1. Subscription. The undersigned hereby subscribes to become a
shareholder in the Company, and to purchase the number of Units in the Company
indicated below in accordance with the terms and conditions of the Offering
Materials (as defined below). I understand that this subscription for Units may
be rejected at the discretion of the Company, and that I must qualify as an
"accredited investor" under Regulation D, as promulgated by the Securities and
Exchange Commission ("Commission") under the Act.

                  2. Verification of Suitability and Status as "Accredited
Investor" under Regulation D. I understand that in order to subscribe for Units
in the Offering, I must be an "accredited investor" as defined in Section 501 of
Regulation D under the Act and hereby represent and warrant to the Company that
I am an "accredited investor." In this regard, the undersigned is an "accredited
investor" by virtue of qualifying under one of the following categories (check
appropriate item):

                  ____ the undersigned is a natural person whose individual
                  net worth with that person's spouse (if married), at the
                  time of purchase exceeds $1,000,000; or

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                  ____the undersigned is a natural person who had an individual
                  income in excess of $200,000 in 1998 and 1999, or joint income
                  with that person's spouse (if married) in excess of $300,000
                  in each of those years, and has a reasonable expectation of
                  reaching the same income level in 2000; or

                  ____the undersigned is a corporation or partnership not
                  formed for the purpose of investing in the Company with
                  total assets in excess of $5,000,000; or

                  _X_ the undersigned is an entity in which all the equity
                  owners are accredited investors each of which satisfy one of
                  the categories set forth herein; or

                  ____the undersigned is a bank as defined in Section 3(a)(2) of
                  the Act, or a broker-dealer registered pursuant to section 15
                  of the Securities Exchange Act of 1934, or an investment
                  company registered under the Investment Company Act of 1940.

         3. Representations by Undersigned.  The undersigned represents
and warrants to the Company as follows:

                  (a) I have received from the Company, read and understand the
         provisions of each of the following: (i) the Company's Annual Report on
         Form 10-KSB for the fiscal year ended June 30, 1999; and (ii) the
         Company's Form 10-QSB Quarterly Report for the quarterly period ended
         September 30, 1999; and (iii) the Company's Form 10-QSB Quarterly
         Report for the quarterly period ended December 31, 1999; and (iv) the
         Company's Form 10-QSB Quarterly Report for the quarterly period ended
         March 31, 2000; and (v) the Company's Form SB-2 Registration Statement
         filed with the Commission on April 18, 2000(File No. 333-35070); and
         (vi) the term sheet for this Offering dated May 31, 2000; and (vii) the
         Risk Factors section incorporated by reference herein in Section 3(i)
         hereof. I understand that all of the foregoing together with this
         Subscription Agreement shall be referred to herein as "Offering
         Materials".

                  (b) I have relied only upon the information presented and
         contained in the Offering Materials. I have had the

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         opportunity to ask of the person or persons acting on behalf of the
         Company any and all relevant questions in connection with any aspect of
         the Company including, but not limited to, the Units offered by the
         Offering Materials and have received answers which I consider to be
         reasonably responsive to such questions. I have had the opportunity to
         verify the accuracy of the information contained in the Offering
         Materials.

                  (c) I understand that I am subscribing for Units without being
         furnished any literature or prospectus in connection with the Offering
         other than the Offering Materials, and that the Offering of Units
         presented in the Offering Materials will not have been scrutinized by
         the securities administrator or similar bureau, agency, or department
         of the state of my residence.

                  (d) I understand (i) that the Common Stock has not been
         registered under the Act or registered or qualified under the
         securities laws of the state of my residence, (ii) that I have no right
         to require such registration or qualification, and (iii) that therefore
         I must bear the economic risk of the investment for an indefinite
         period of time because the Common Stock may not be sold unless so
         registered or qualified or unless an exemption from such registration
         and qualification is available.

         Although the Company has agreed to use its best efforts to register for
         resale the Common Stock with the Commission, and to use its best
         efforts to keep such registration statement current and effective,
         there can be no assurance that such efforts will be successful. In any
         such event, the Common Stock would not be registered for resale by the
         undersigned under the Act, and could only be sold by the undersigned in
         reliance upon exemptions from registration under the Act.

                  (e) The Units are being purchased for my own account for
         investment purposes only and not for the interest of any other person
         and are not being purchased with a view to or for the resale,
         distribution, subdivision or fractionalization thereof. Although the
         Common Stock is currently traded on the OTC Bulletin Board under the
         symbol USTT, I also understand that there may not be any established
         public trading market for the sale of such securities.

                  (f) I am able to bear the economic risks related to purchase
         of the Unit(s) for an indefinite period of time (i.e., I am able to
         afford a complete loss of the Unit(s) I am subscribing to purchase).

                  (g) My overall commitment to investments which are not readily
         marketable is not disproportionate to my net worth and my investment in
         the Company will not cause such overall commitment to become excessive.

                  (h) I have adequate means of providing for my current needs
         and possible personal contingencies. I have no need for liquidity of
         the Unit(s) subscribed to be purchased hereby and have no reason to
         anticipate any change in my personal circumstances, financial or
         otherwise, which might cause or require any sale or distribution of
         such Unit(s) subscribed to be purchased.


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                  (i) I recognize that the purchase of the Unit(s) involves a
         high degree of risk including those special risks set forth under the
         caption "Risk Factors" in the Form SB-2 Registration Statement of the
         Company filed with the Commission on April 18, 2000 (No. 333-35070) all
         of which are incorporated herein by reference.

                  (j) I understand that my right to transfer the Common Stock
         will be restricted as set forth on the stock certificates. Such
         restrictions include provisions against transfer unless such transfer
         is not in violation of the Act, or applicable state securities laws
         (including investor suitability standards).

                  (k) All information which I have provided to the Company
         including, but not limited to, my Social Security or tax identification
         number, my financial position, and status as an accredited investor,
         and my knowledge of financial and business matters is true, correct and
         complete as of the date of execution of this Subscription Agreement. I
         undertake to provide promptly to the Company written notice of any
         material changes in my financial position or otherwise and such
         information will be true, correct and complete as of the date given. I
         understand that the Company will rely in a material degree upon the
         representations contained herein.

                  (l) The undersigned maintains a domicile or business at
         the address shown on the signature page of this Subscription

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         Agreement, at which address the undersigned has subscribed for the
         Units.

                  (m) I understand that legends may be placed on any stock
         certificate representing the Common Stock substantially to the
         following effect:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES STATUTES AND
REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS, UNLESS, IN THE OPINION
(WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF
COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

                  (n) I understand that the Company may require me to meet
         additional suitability standards if it deems it necessary or advisable
         to comply with any applicable state securities or other laws.

         4. Transferability of Subscription. The undersigned agrees not to
transfer or assign this Subscription Agreement, or any of the undersigned's
interest herein.

         5. Revocation. The undersigned agrees that the undersigned shall not
cancel, terminate or revoke this Subscription Agreement or any agreement of the
undersigned made hereunder and that this Subscription Agreement shall survive
the death or disability of the undersigned.

         6. Units Subscribed. The undersigned hereby subscribes at One Hundred
Fifty Thousand Dollars (U.S. $150,000) per Unit for two Unit(s) of USA
Technologies, Inc., each Unit consisting of 100,000 shares of Common Stock, and
agrees to pay $300,000 U.S. Dollars in full therefor by check delivered herewith
made payable to "USA Technologies, Inc.".

         The Company may reject this offer by refunding all monies paid thereon.

         This Subscription Agreement, upon acceptance by the Company shall be
binding upon the heirs, executors, administrators and successors of the
undersigned.


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         The undersigned hereby represents that the undersigned has received and
read this entire Subscription Agreement and all of the Offering Materials.

         IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on this 19th day of June, 2000.

                                          METROPOLITAN PARTNERS LTD.


                                          By: /s/
                                             --------------------------
                                             Signature


                                          /s/
                                          -------------------------------
                                          Witness


                                          President, Metropolitan Partners Ltd.
                                          -------------------------------
                                          Print or Type Name and Title


                                          (949) 833-9001
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                                          Telephone No.


                                          88-0455398
                                          -------------------------------
                                          Tax I.D. No.


                                          2533 N. Carson St., Box M303
                                          -------------------------------
                                          Street Address


                                          Carson City, NV 89706
                                          -------------------------------
                                          City             State     Zip

                                          ACCEPTED:

                                          USA TECHNOLOGIES, INC.

Dated: June 19, 2000                      By: /s/ George R. Jensen, Jr.
       ----------------------             -------------------------------
                                          Title: Chief Executive Officer



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