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EXHIBIT 4.23

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.

WARRANT CERTIFICATE                         9,000,000 COMMON STOCK WARRANTS
NO. 196
                             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 LA JOLLA COVE INVESTORS, INC., or any subsequent holder hereof, is the
owner of 9,000,000 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 the
"Termination Date"(as defined in Section 4), 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 $.10 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

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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.

     Notwithstanding anything else set forth herein, unless the Company shall
consent thereto in writing, the holder shall not be permitted to exercise this
Warrant (in whole or in part) on any date on which the closing bid price of the
Common Stock (on that date) shall be less than $.40 per share. If the date of
exercise of this Warrant shall not be on a trading date, then the closing bid
price for Common Stock on the last trading date immediately preceding the
exercise date shall be used. The closing bid price shall be subject to
adjustment as set forth in Section 7 in a manner similar to the Warrant Price.

     4. Termination Date.  Each Warrant must be exercised in accordance with the
        ----------------
terms hereof prior to the Termination Date relating to such Warrant, all as set
forth below ("Termination Date").

Number
of Warrants          Termination Date
-----------          ----------------
3,000,000        No later than 3 months following the
                 effective date of the Registration
                 Statement (as defined in Section 12)


3,000,000        No later than 6 months following the
                 effective date of the Registration   Statement (as
                 defined in Section 12)

3,000,000        No later than 9 months following the
                 effective date of the Registration
                 Statement (as defined in Section 12)

On the Termination Date relating to any such Warrant any and all unexercised
rights hereunder relating to such Warrant shall become null and void and such
unexercised Warrant shall without any action on behalf of the Company become
null and void.

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     5. 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.

     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.

     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, 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.

                                        3
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     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.

     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

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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.

     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

                                        5
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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. The Company shall at its sole cost and expense
         -------------------
prepare and file with the Securities and Exchange Commission and thereafter use
its best efforts to have declared effective, the Registration Statement referred
to in the next sentence registering all of the shares of Common Stock underlying
this Warrant for resale by the holder under the Securities Act of 1933, as
amended. In this regard, the Common Stock underlying this Warrant shall be
included in the pending Registration Statement of the Company on Form SB-2
previously filed with the Securities and Exchange Commission on November 6, 2002
(file no. 333-101032) (the Registration Statement).  The Company shall use its
best efforts to have the Registration Statement maintained effective until the
earlier of (i) one year from the effective date thereof, or (ii) the date that
all of the  Common Stock underlying this Warrant is resold pursuant to the
Registration Statement or otherwise.

     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 holders 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.

     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:
                              Leland  P.  Maxwell,  Secretary

Dated: March 17, 2003


                                        7

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USA TECHNOLOGIES, INC.
200 Plant Avenue
Wayne, Pennsylvania  19087
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:, 2003          Signature:


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