<PAGE>

Exhibit 10.41




Original Copy                                         USAT/RadiSys Confidential

     This Development and Manufacturing Agreement (DMA), is made on the date
     signed (following section 3.19) between RadiSys Corporation and


                             USA Technologies, Inc.
                                200 Plant Avenue
                             Wayne, PA., 19087-3520
                                       USA

     RadiSys Corporation (RadiSys) and USA Technologies, Inc, (USAT) agree to
     act within the following terms stated in this DMA, which will remain in
     effect until either party terminates the DMA as provided herein,

                                    RECITALS

     A.   USAT desires that RadiSys: (1) in the Development Stage, develop the
          product described in Appendix I (the Product) that USAT plans to sell,
          and (2) after completion of the Development Stage, manufacture and
          sell the Product that USAT requires, in the Manufacturing Stage.

     B.   Both parties intend the development and manufacture of the Product to
          be an interactive process. Communication and the free flow of
          information between the parties will be critical. It is anticipated
          that frequent and detailed communication will be required from project
          kick-off through end of life of the product. The required
          communication shall include technical discussions, design decisions,
          and status reporting. The expected communication channels include
          email, telephone, video, fax, and teleconferencing. Unless otherwise
          tn specified, no in-person meetings between RadiSys and USAT are
          required,

     C.   In addition, both parties anticipate that specifications and schedules
          will be amended and updated over time. Thus, the parties intend the
          DMA to accommodate such changes and agree to make good faith and
          reasonable efforts to resolve any disputes that may arise.

                                    AGREEMENT

1.0  DEVELOPMENT STAGE

     Section I of the DMA is effective from date of execution through the first
     delivery of a Production Release product.

1.1  Product definition

     1.1.1 Specifications. The Product is described in the RadiSys Product
     Proposal, as Appendix 1. This Appendix defines the base-line specification
     for

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     the Product and defines the project scope. Detailed functional and design
     specification will be developed as the Product is developed. Changes to the
     Specifications may be made as provided herein.

     1.1.2 Product Stages. The following product stages will have the following
     functionality and levels of verification:

     Prototypes: A small number of units (quantity determined in proposal and
     documented in Appendix table A3-1) will be assembled and tested by RadiSys.
     Basic functionality would be checked before the first prototype is shipped
     to a customer, but full functionality would not be verified and very little
     stress testing would be carried out. Hardware prototypes may contain blue
     wires and may have functional and mechanical limitations but they would be
     suitable for software development and initial integration. Prototype units
     would not be supported once the next revision of the hardware is available
     and would not be covered by the RadiSys warranty.

     Limited Production Product: A Limited Production product would be fully
     representative of Production Release product, with any exception(s) agreed
     upon in advance with USAT. Limited Production units would be suitable for
     system testing, regulatory testing or certification, and for sampling to
     customers, and would be covered by the standard product warranty, as
     provided in Section 3.4.

     Production Release Product: These units would meet all Specifications and
     would be covered under the product warranty, as provided in Section 3.4.

1.2  Development and Payment Schedule; Purchase Order

     1.2.1 Schedules. RadiSys will use commercially reasonable efforts to
     develop the Product, and USAT agrees to make payments, both in accordance
     with the development and payment schedules set forth in Appendices 3.
     Appendix 3 identifies the Pre payment schedules, product pricing, and
     service pricing relating to this project. Appendix 4 is the high-level
     project schedule which shows project milestones. In addition, it identifies
     the parties responsible for performing and approving the completion.
     Appendices 5 and 6 provide scheduled lists of items required of both
     RadiSys and USAT for project completion. Changes may be made to Development
     Schedule as provided herein.

     1.2.2 Purchase Order. USAT shall submit an authorized purchase order to
     RadiSys for any product or service (including NRE) to be delivered by

                                     PAGE 2

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1.3 Communication

     RadiSys. Unless USAT uses EDI (Electronic Data Interchange) transactions,
     the purchase order shall include at least the following elements to be
     accepted as an authorized purchase order:

     - Words stating the document will be considered the purchase order
     - USAT ship to address
     - USAT bill to address
     - Product or service delivery date Unit purchase price of the product or
     service
     - Aggregate fixed dollar amount of the purchase order
     - Description of what is being purchased (e.g., part numbers, description
     of services)
     - A statement the purchase order is under the terms of this DMA USAT
     signature

1.3 Communication

     1.3.1 Customer Information. RadiSys requires technical input from USAT in
     order to develop specifications, make technical trade-off decisions, and
     evaluate prototypes. USAT agrees to provide the information listed in
     Appendix 6 at the time provided therein. In addition, USAT agrees to
     provide all other information that RadiSys reasonably requests to perform
     its obligations under the DMA. The failure of Customer to timely provide
     such information will automatically extend the deadlines for RadiSys
     performance in the Development Schedule by the length of Customers delay.

     1.3.2 Personnel. RadiSys and USAT agree that each will make reasonably
     available one or more design engineers to support such discussions and
     answer technical questions in a timely manner.

     1.3.3 Status Updates. During development of the Product, RadiSys and USAT
     agree to communicate about project status on a weekly basis via telephone
     conference. Third parties involved in the project (such as a system
     integrator) may be included in these status discussions as well.

1.4  Amendments to Specifications, Development Schedule or Price

     1.4.1 General. The parties anticipate that changes may be required to the
     Specifications or the Development Schedule, and that these or other changes

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     may cause changes in price. Areas that may cause deviations from initial
     price estimates include, without limitation, changes in functional
     specification; environmental specification; regulatory or certification
     requirements; business terms and conditions; and product testing and
     validation requirements.

     1.4.2 Proposed Changes. Either RadiSys or USAT may propose changes to the
     Specifications or the Development Schedule, including changes in price.
     Such a proposed amendment is effective only if both parties agree in
     writing.

     1.4.3 Process. In particular, amendments are to be communicated and
     approved as follows:

     a. The Program Manager proposing the change notifies the other parties
     Program Manager.
     b. The RadiSys Program Manager determines whether the requested change
     impacts schedule, NRE price, functionality or unit price.
     1. If there are schedule or price impacts, the RadiSys Account Manager
     provides a written quotation to USAT for the change,
     ii. USAT approves the formal quotation change in writing.
     c. The RadiSys Program Manager incorporates the change into the project and
     notifies the USAT Program Manager. A formal amendment to the Specifications
     and/or Development Schedule is written d. RadiSys and USAT sign-off DMA
     amendment.

1.5  Subcontracting Rights

     1.5.1 Subcontracting. Subject to the terms of Section 2.10.4, RadiSys
     retains all manufacturing rights for the Product. RadiSys retains the light
     to subcontract the production of the Product to meet USAT'S requirements of
     schedule, quality, unique production and price, with prior notification of
     USAT.

1.6  Termination and Manufacturing Rights

     1.6.1 Right to terminate. During the Development Stage, either RadiSys or
     USAT may terminate the DMA upon thirty (30) days written notice, subject to
     the terms and conditions in the following sections.

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2.0  MANUFACTURING STAGE


     1.6.2 If USAT terminates the DMA hereunder. USAT will pay all fees and
     charges owed or accrued as of the effective date of termination and is not
     entitled to a refund of any payments made or to any offset for fees and
     charges owed or accrued. USAT is entitled to the physical assets, the
     ownership and title of which RadiSys intentionally transferred to USAT
     pursuant to the DMA, such as Prototypes, Limited Production Release units,
     or other deliverables. In addition, RadiSys shall provide to USAT all
     then-existing design information. USAT will be charged a fee for this based
     on the cost of producing and transferring the documentation. Upon
     termination, USAT and RadiSys shall retain all of their respective
     intellectual property rights and neither party shall have any further right
     whatsoever in such intellectual property of the other except as specified
     in this Agreement.

     1.6.3 If RadiSys terminates the DMA hereunder. USAT will pay all fees and
     charges owed or accrued as of the effective date of termination and is not
     entitled to a refund of any payments made or to any offset for fees and
     charges owed or accrued. USAT is entitled to all physical assets, the
     ownership and title of which RadiSys intentionally transferred to USAT
     pursuant to the DMA, such as Prototypes, Limited Production Release units,
     or other deliverables. In addition, RadiSys shall provide to USAT all
     then-existing design information. USAT will be charged a fee for this based
     on the cost of producing and transferring the documentation. Upon
     termination, USAT and RadiSys shall retain all of their respective
     intellectual property rights and neither party shall have any further night
     whatsoever in such intellectual property of the other except as specified
     in this Agreement.

2.0  Manufacturing Stage

     Section 2 of the DMA is effective only if the Development Stage in Section
     I of this DMA is completed, by first del] very of Production Release
     Product.

2.1  Design Change

     2.1.1 By RadiSys. After a Production Release Product is developed, RadiSys
     may make engineering or manufacturing process changes to the product via
     RadiSys Engineering Change Order (ECO) process. RadiSys will give USAT
     notice and/or approval, through ECO process, of any requested changes.
     RadiSys generally identifies and approves multiple manufacturing sources
     for individual components, and strives to use the same components on other
     products. Selection and usage of multi-sourced components is controlled by
     the engineering organization. Replacing a component with an equivalent
     component from another

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     manufacturer is not considered an engineering or manufacturing change, and
     is not tracked.

     2.1.2 By USAT. After a Production Release Product is developed, USAT may
     request design changes. Costs for changes requested by USAT will be
     negotiated and billed as independent engineering projects.

2.2  Quantity

     RadiSys agrees to sell to USAT and its approved customers, and USAT agrees
     to 17 purchase from RadiSys, required quantities of the Product(s).

2.3  Price

     USAT agrees to pay the prices provided in Table A3-2 of Appendix 3 for the
     Products.

2.4  Purchase Orders

     USAT shall submit an authorized purchase order to RadiSys for any Product
     or service to be delivered by RadiSys. Unless USAT uses EDI (Electronic
     Data Interchange) transactions, the purchase order shall include at least
     the following elements to be accepted as an authorized purchase order:

          - Words stating the document is a purchase order
          - USAT ship-to address
          - USAT bill-to address
           - Requested Product or service delivery date
          - Unit purchase price of the product or service
          - Aggregate fixed dollar amount of the purchase order
          - Description of what is being purchased (e.g., part numbers,
          escription of services)
          - A statement the purchase order is subject to the terms of this
          - DMA USAT signature

2.5  Production Lead-times

     RadiSys agrees to make commercially reasonable efforts to ship product
     according to USAT'S request dates. RadiSys has certain requirements that
     must be met in order to deliver product within USAT'S request dates. These
     dependencies include but are not limited to: accurate forecasts, component
     availability, and production capacity, Any delays caused by vendors of
     RadiSys will automatically cause corresponding delays in the delivery
     schedule. RadiSys will notify USAT as soon as practicable of any delivery
     delays.

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2.6  Order Forecasting Requirements

     USAT agrees to provide a rolling 12 month forecast of shipment volume
     requirements and current inventories, at least monthly, in the format
     agreed to by both Parties. Production lead times without a forecast is
     dependent on material and labor availability. In this table, the following
     terms are used: Non-binding forecast - defined as between 60 calendar days
     and 12 months prior to expected shipment date. Quantity on Hand - current
     inventory Firm order - with supporting purchase orders, defined as less
     than 60 calendar days prior to expected shipment date

2.7  Order Reschedule/Cancellation Requirements

     2.7.1 Requests. USAT shall provide either written or EDI notification to
     RadiSys of any order rescheduling or cancellation. RadiSys will make
     reasonable effort to comply with USAT'S reschedule or cancellation
     requests, but is otherwise not obligated to accept such requests. C

     2.7.2 For Firm Orders,. Within the firm order time frame a reschedule may
     be done at no charge, but only one time per sales order and delivery dates
     can be moved no more than 60 days. After one reschedule, there will be 20%
     charge for rescheduling of orders. RadiSys reserves the rights to deny
     requests for rescheduling product shipment within the firm order time
     frame.

     2.7.3 Cancellation. If USAT cancels any order, USAT shall pay the following
     t:l cancellation charges:

<TABLE>
<CAPTION>
  Percentage of Purchase Price to be               Number of Calendar Before Scheduled Delivery
  Paid Upon Cancellation                                Written Cancellation Notice is Received

<S>                                                              <C>
        70%                                                                0-45
        20%                                                               46-60
         0%                                                           beyond 60
</TABLE>

     Upon order cancellation, USAT may also be responsible for unique inventory
     committed or inventoried to meet lead-time requirements of forecast or firm
     orders.

     2.8  Duration The terms and conditions of Section 2 of the DMA will
          continue in effect as long as USAT sells the Product, unless
          terminated as provided inSection 2.10.

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2.9  Manufacturing and Subcontracting

     Subject to the terms of Section 2.10.4, RadiSys shall have all
     manufacturing lights for the Product inclusive of the MDB Controller under
     the terms of this Agreement. RadiSys retains the right to subcontract the
     production of the Product to meet USAT'S requirements of schedule, quality,
     unique production and price, with prior notification of USAT. RadiSys shall
     manufacture the Product exclusively for USAT.

2.10 End-of-Life

     Both Parties understand that the Product contains commercially available
     components. From time to time these components may be withdrawn or end of
     11 fed by their respective manufacturers. With the exception of Section 2.1
     ~ 1, Design Changes, RadiSys will use its best effort to notify USAT in the
     event of a component EOL. Both Parties will work in good faith to provide
     alternate solutions. Solutions could include design changes, alternate
     components or component Last Time Buys (LTB's). LTB's will require
     financial relief of the component cost by USAT.

     2.10.1 Effect. In no event shall RadiSys be deemed in breach of the DMA
     because component EOL issues render continued production impracticable or
     unprofitable. If no alternative solution in good faith can be worked out,
     then RadiSys may terminate the DMA upon 180 days written notice.

     2.10.2 RadiSys EOL. RadiSys has the right to discontinue manufacturing the
     product at its discretion, with 180 days notice. In that event, USAT will
     pay all fees and charges owed or accrued as of the effective date of
     termination and is not entitled to a refund of any payments made or to any
     offset for fees and charges owed or accrued. In addition, RadiSys shall
     provide then-existing design, manufacturing, and test information to USAT.
     USAT will be charged a fee for this based on the cost of producing and
     transferring the documentation

     2.10.3 Termination. Notwithstanding anything else set forth in this DMA,
     during the manufacturing stage, either USAT or RadiSys may terminate this
     by at least thirty days prior written notice to the other.

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     2.10.4 Manufacturing Rights. In the event of (1) a termination by RadiSys
     under Section 2.10.3 or an EOL by RadiSys under Section 2. 10.2: or (2) a
     breach by RadiSys of any material term of this Agreement where such breach
     is not cured within 45 days of receipt of
     writtenDOtiCefromUSATofsuchbreach; or (3) the filing of a petition in
     bankruptcy by RadiSys, and provided USAT has paid all fees and charges owed
     or accrued, RadiSys will grant USAT a non-exclusive, non -transferable,
     paid-up license under RadiSys' intellectual property rights in the Product
     to manufacture or have manufactured, the Product solely for sale to USAT's
     customers.

     2.10.5 In the event of termination under Section 2.10.(above), USAT and
     RadiSys shall retain all of their respective intellectual property nights
     and neither party shall have any further right whatsoever in such
     intellectual property of the other except as specified in this Agreement.

3.   GENERALThe terms and conditions of Section 3 of the DMA apply to both the
     Rights Development Stage and the Manufacturing Stage.

3.1  Rights In Technology

     3.1.1 Joint Intellectual Property, Except with respect to the MDB
     Controller as provi d in this Section, 3.1.1, RadiSys will be the owner of
     all right, title, and interest in and to all inventions, technology, trade
     secrets, patents, software, data files, copyrights, and all other
     intellectual property rights which arise or are developed by RadiSys under
     this DMA. Except with respect to the MDB Controller as provided in this
     Section 3,1.1, RadiSys shall be the owner of all tools, drawings,
     specifications, models, reports, software, data files,_knowledDe, and all
     other materials and information related to the DMA. Except as otherwise
     expressly provided by the DMA, nothing shall be construed to constitute a
     license of intellectual property rights by RadiSys to USAT or by USAT to
     RadiSys. Not withstanding the foregoing, USAT shall own all right title and
     interest in and to the MDB Controller as defined in Appendix 6, including
     all intellectual Property rights therein, provided however that RadiSys and
     USAT shall jointly own all intellectual property rights in and to elements
     A and C of the MDB Controller as defined in Appendix 6 (the "Joint
     Intellectual Property"). Should either RadiSys or USAT file any patent,
     copyright or other intellectual property right application relating to or
     in connection with the Joint Intellectual Property for the Joint
     Intellectual Property, the other party shall receive at the time of such
     filing an assignment of part ownership in the patent, copyright, or other
     intellectual property right, as the case may be, as shall be required to
     implement the terms and conditions of this DMA with respect to the Joint
     Intellectual Property.

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     3.1.2 Customer. Appendix 6 identifies intellectual property owned by USAT
     or third parties, all right, title, and interest of which is to be retained
     by USAT or third parties. During the term of this DMA, USAT grants RadiSys
     the royalty free right and license to use the intellectual property
     described in Appendix 6 for the manufacture and sale of the Product to USAT
     and its approved customers under this DMA.

     3.2 Payment Terms Payment terms are net thirty (30) days from the date of
     invoice. Interest of 1.5% per month (18% per annum) will be charged on
     delinquent accounts. Invoice pricing and USAT payment will be in US
     Dollars.

     3.3 Title and delivery All shipments by RadiSys are free on board (FOB)
     point of shipment. Title to hardware products and risk of loss shall pass
     to USAT upon delivery to USAT's designated carrier. Title to software
     products remains with RadiSys. It is USAT'S responsibility to insure
     product in-transit.

     3.4 Product Warranty RadiSys warrants that production hardware products
     ("Hardware") will be free from defects in materials and Workmanship for two
     (2) years following the date of shipment to the original purchaser, unless
     a different warranty statement is specified in USAT-specific Extended
     Warranty agreements signed by RadiSys. This warranty does not apply to
     Prototype products or software products and components. RadiSys' warranty
     and disclaimer for its software products and components are addressed in
     Section 3.7.

     RadiSys also warrants that Products which store, process, provide, and
     receive date data (including leap year calculations) will perform these
     functions properly in the year 2000 and thereafter, except in the following
     conditions: 1) RadiSys PC-compatible products booted from ROM BIOS will not
     automatically update the century portion of the hardware clock at the
     millennium transition until the system is rebooted; and 2) Multibus
     products booted from MSA do not require a reboot but will respond with the
     correct time following a Get Time/Date instruction. This definition is
     referred to as "Year 2000 Readiness" or "Year 2000 Ready" and includes Leap
     Year calculations. This warranty does not cover, and this warranty
     specifically excludes Year 2000 Readiness of the Products when used with
     other hardware or software products that are not Year 200 Ready.

                                    Page 10

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     This warranty does not cover Hardware that have been damaged by accident,
     disaster, abuse, neglect, misuse, improper handling, or incorrect
     installation; and does not cover Hardware that have been altered or
     repaired by anyone other than RadiSys.

     THE ABOVE WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESSED,
     IMPLIED, OR STATUTORY; INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
     MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR ANY WARRANTY
     OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE.
     RadiSys NEITHER ASSUMES NOR AUTHOR1ZES ANY PERSON OR ORGANIZATION TO ASSUME
     FOR IT ANY OTHER LIABILITY.

     If any Hardware furnished by RadiSys fails to conform to the above
     warranty, RadiSys' sole and exclusive liability will be, at RadiSys'
     option, to repair, replace, of credit USAT'S account with an amount equal
     to the price paid for any such Hardware which fails during the applicable
     warranty period provided that: (a) USAT promptly notifies RadiSys in
     writing that such Hardware is defective and furnishes an explanation of the
     deficiency; (b) such Hardware is returned to RadiSys' service facility at
     USAT'S risk and expense; and @ RadiSys is satisfied that claimed
     deficiencies exist and were not caused by accident, misuse, neglect,
     alteration, repair, improper installation, or improper testing. If Hardware
     is defective, transportation charges for the return of Hardware to USAT
     within the United States will be paid by RadiSys. For all other locations,
     the warranty excludes all costs of shipping, customs clearance, and other
     related charges. RadiSys will have a reasonable time to make repairs,
     replace Hardware, or to credit USAT'S account.

3.5  Time and Materials Consulting

     If USAT requests work to be performed outside the scope of a defined
     project, RadiSys may, but is not obligated to, perform engineering
     consulting on a time and-material basis, at then-current rates. A written
     project plan, schedule, and deliverables document as well as billing
     requirements (i.e., monthly or based on milestones) shall be prepared to
     describe the consulting requirements and signed by both parties.

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3.6  USAT Owned Parts and Tooling/Equipment

     3.6.1 Parts. If applicable, component parts owned by USAT, will be
     consigned to RadiSys. RadiSys will use these components only for USAT'S
     product, and will report inventory levels of the component to USAT on a
     quarterly basis. RadiSys will charge USAT a holding fee for the space,
     inventory management, and risk associated with the components. This will be
     quoted on a case-by-case basis.

     3.6.2 Tooling. If applicable, special tooling/equipment owned by USAT, will
     be provided to support RadiSys' development and manufacturing efforts on
     that USAT'S product. USAT must label such tooling as "Property of USAT" and
     must provide an itemized list of provided tooling to the RadiSys Program
     Manager. RadiSys will use this tooling only for the purposes of development
     and manufacture of the Product. RadiSys will not alter or modify this
     tooling without the written permission of USAT. RadiSys will handle such
     tooling in a prudent manner, but RadiSys is not responsible for maintenance
     or repair of the tooling.

     3.6.3 Risk of Loss. USAT is responsible for any damage to such parts or
     tooling/equipment described in 3.6. 1 and 3.6.2 and will carry such
     insurance as it deems necessary to protect itself for any loss.

3.7  Software License Agreements
     USAT's access to, use of, and distribution of products containing, RadiSys'
     software are subject to the terms and conditions of the Software License
     Agreement set forth in Addendum A.

3.8  Limitation of Liability
     In no event shall either party have any liability to the other or any third
     party for consequential, incidental, indirect or special damages of any
     nature (Including without limitation, lost revenues, lost profits, delay or
     loss of use) arising out of, resulting from, or in any way related to any
     products of services sold by RadiSys. Damages arising out of or in
     connection with the goods or services provided or the non-performance of
     RadiSys hereunder shall be limited to actual direct damages, not to exceed
     the amounts received by RadiSys for the goods or services purchased by
     Limitation, contract, warranty, indemnity, tort (Including negligence)
     strict liability or otherwise, even if RadiSys has been advised of the
     possibility of such damages.

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3.9  Indenmification


     3.9.1 By RadiSys. RadiSys will defend or settle any suit or proceeding
     brought against USAT based upon a claim that any Product fumished hereunder
     or part thereof, alone and not in combination with any other product,
     constitutes an infringement of any United States patent or copyright
     provided that: (1) RadiSys is notified promptly in writing of such claim;
     (ii) RadiSys controls the defense or settlement of the claim; and (Ili)
     USAT cooperates reasonably, and gives all necessary authority, information
     and assistance (at RadiSys' expense). RadiSys will pay all damages and
     costs finally awarded against USAT, but RadiSys will not be responsible for
     any costs, expenses or compromise incurred or made by USAT without RadiSys'
     prior written consent. If the use of such Product is permanently enjoined,
     RadiSys will, in its sole discretion and at its own expense, procure for
     USAT the fight to continue using said Product, replace same with a
     non-infringing Product, modify it so that it becomes non-infringing or if
     RadiSys is unable to reasonably do any of the above, RadiSys will credit
     USAT the sum paid to RadiSys by USAT for the infringing Product less any
     depreciation and accept its return. The foregoing requirements of this
     Section 3.9.1 shall not apply with respect to the Joint Intellectual
     property,

     3.9.2 By Customer. RadiSys will not be liable for any costs or damages, and
     USAT will indemnify, defend and hold RadiSys harmless from any expenses,
     damages, costs or losses resulting from any suit or proceeding based upon a
     claim arising, from; (a) RadiSys compliance with USAT'S designs,
     specifications or instructions; (b) modification of the Product by USAT
     after delivery by RadiSys; @ the use, marketing, distribution, or sale of
     any Product or any part thereof furnished hereunder in combination with any
     other product, including, but not limited to, the use, marketing,
     distribution, or sale of the Downstream Product; or (d) the direct or
     contributory infringement of any process patent using any Product furnished
     hereunder.

330  Product support, service and returns

     In the event a return of a Product to RadiSys is necessary, whether for
     warranty or otherwise, USAT shall obtain a returned material authorization
     (RMA) number from RadiSys Customer Service. USAT shall include
     documentation as to original purchase order number, serial number and
     invoice number with all returned product shipments. Any product that is
     received at RadiSys without identification of the RMA number, original
     purchase order number, serial number and invoice number will be returned to
     USAT at USAT'S expense. Cost and

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     services will have normal payment ten-ns. Such product, returned within the
     warranty period, is deemed to be a warranty product and will be processed
     within the warranty cycle.

3.11 Confidentiality

     Except as otherwise permitted or contemplated by this DMA,_each party
     agrees not to disclose to third parties or use for any purpose other than
     for proper fulfillment of this DMA any technical or commercial information
     received from the other party, in whatever form, under or in connection
     with this DMA without prior written permission of the disclosing party,
     except information which: was in the possession of the receiving party
     prior to disclosure hereunder as proven by written records of the receiving
     part; or

     was in the public domain at the time of disclosure or late became part of
     the public domain without breach of the confidentiality obligations herein
     contained; or

     was disclosed by a third party without breach of any obligation of
     confidentiality owed to the disclosing party; or

     was independently developed, as proven by written records of the receiving
     party or by personnel of the receiving party having no access to the
     information.- -

3.12 Force Majeure

     RadiSys will not be liable for any failure to perform due to unforeseen
     circumstances Or causes beyond RadiSys' reasonable control, including, but
     not limited to, acts of God, war riot, embargoes, acts of civil or military
     authorities, [note words deleted] fire, flood, accident, strikes, inability
     to secure transportation, facilities, fuel energy, labor or materials. In
     the event of force ma . jeure, RadiSys' time for delivery or other
     performance will be extended for a period equal to the duration of the
     delay caused thereby.

3.13 Survival

     In addition to those terms hereof that expressly refer to the period
     following termination of this DMA, the following sections of this DMA
     survive expiration or termination of the DMA: Product Warranty (Section
     3.4), Software License Agreements (Section 3.7), Confidentiality (Section
     3.11), Joint Intellectual Property (Section 3.1.1), Limitation of Liability
     (Section 3,8), and Indemnification (Section 3.9).

                                    Page 14
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3.14 Entire Agreement; Prevailing Terms

     This DMA, including the Appendices incorporated herein, is the entire
     agreement between the parties and supersedes all prior or contemporaneous
     agreements between the parties with respect to the subject matter hereof.
     In the event of conflict between the standard terms and conditions of
     RadiSys or USAT (whether in a purchase order or order acknowledgment) and
     this DMA, the provisions of this DMA shall prevail. This DMA may not be
     modified or amended except in writing signed by both parties.

3.15 No Assignment

     Neither party shall assign or transfer the DMA, or any interest therein,
     without the other party's written consent (which will not be unreasonably
     withheld).

3.16 Severability

     If any provision of the DMA becomes unenforceable, then such provision
     shall be enforceable to the maximum extent permissible, and the remaining
     provisions of the DMA will remain in full force and effect.

3.17 Construction

     The DMA is the result of negotiation between sophisticated parties and no
     provision hereof shall be construed against a party solely because that
     party was ible for drafting the provision in question. respons

3.18 No Other Relationship

     Nothing herein contained shall be deemed to create an agency or partnership
     relationship between the parties hereto. Neither party shall be empowered
     to create obligations of the other party.

3.19 Disputes and Resolutions

     Good Faith Efforts. It is agreed that USAT and RadiSys will use good faith
     efforts to resolve any disagreements or disputes within USAT and RadiSys
     pro.ject teams. In the event that a disagreement or dispute cannot be
     resolved by the prq'ect team, it is agreed that the respective companies'
     executive management will resolve the conflict.

                                    PAGE 15


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Original Copy                                         USAT/RadiSys Confidential

     3.19.2 Governing Law. The DMA will be interpreted and governed according to
          the laws of the State of New York exclusive of choice of law rules.


     -----------------------------              ------------------------------
     (Name) (Date)                              (Name) (DAte)
     (Title)                                    (Title)
     RadiSys Corporation                         USA Technologies, Inc.


                                    PAGE 16


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     Addendum A: Software license agreements

     Includes a license to RadiSys provided code (computing BIOS, device drivers
     from RadiSys or 3rd party developers), referred to as the "Software".

     Does not include any other 3rd party software. Operating system will be
     Windows CE. License cost to be a pass through if that is determined to be
     the best louistical solution.


     Software License

     Provided USAT shall have paid RadiSys all NRE charges in full, all
     Software, including any subsequent updates and any part thereof is
     furnished to USAT under a non-exclusive, non -transferable, paid-up and
     irrevocable (except in the event of a breach of the terms of this license)
     license to the Software in object code format solely for USAT's own
     internal business use on the Product on which the Software is first
     installed. Title to and ownership of the Software and any copies thereof in
     whole or in part and all applicable intellectual property rights therein,
     including but not limited to patents, copyrights and trade secrets shall
     remain with RadiSys or its licensors. USAT shall not reverse compile, or
     reverse assemble the software, in whole or in part.

     USAT shall have the right to sublicense Software to its customers in
     accordance with this Software License. The form of sublicense shall at a
     minimum provide for the following: be executed in writing; title to
     Software and all copies shall remain with RadiSys or its Licensors; limit
     use of the Software on the single Product on which the Software is first
     installed; prohibit further sublicensing by the end user customer; include
     a disclaimer as to the implied warranties of merchantability and fitness
     for a particular purpose; include a disclaimer as to all special, indirect,
     incidental or consequential damages; and grant RadiSys the right to enforce
     such sublicense directly against the sublicensee of the Software.

     USAT shall not remove or obscure any RadiSys trademark, tradename,
     copyright or any other proprietary notice of RadiSys affixed to or embedded
     in the Software. USAT shall not make copies of Software to supply to its
     customers, but shall only furnish to its customers copies of Software as
     supplied to USAT by RadiSys. USAT shall not provide any Software to its
     customers without first obtaining an executed sublicense agreement from
     that customer. Upon RadiSys' request USAT shall provide RadiSys with copies
     of each sublicense entered into between

                                     PAGE 17



<PAGE>

Original Copy                                         USAT/RadiSys Confidential

     USAT and its customers for Software. USAT agrees to cooperate with RadiSys
     in any proceedings against any customer for breach or violation of any
     terms and conditions in an agreement under which such customer has been
     sublicensed or provided with Software.
     In any of the events enumerated in Section 2.10.4, and provided USAT shall
     have paid RadiSys all NRE charges under the Agreement, RadiSys grants USAT
     a personal, non-exclusive, non-transferable, paid-up and irrevocable
     (except in the case of a breach of this license) license to the source code
     to the Software to use, modify and create derivative works of the Software
     and to distribute such derivative works in object code format to USAT's
     customers for use In conjunction with the Product manufactured pursuant to
     the manufacturing rights granted to USAT by RadiSys in Section 2.10.4.
     Notwith standing the Above Radisys abligation to supply device code to USAT
     for third party software shall be sigtech to USA Tech obtaining any
     necessary prerequisite concents from the third party licenses.

                                    PAGE 18



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Original Copy                                         USAT/RadiSys Confidential

                                   Appendices

Appendix 1: USAT ePORT Next Generation Functional Specification. Separate
document developed under LOL

Appendix 2- Not Applicable

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Appendix 3: NRE payment schedule, Product and Service Pricing

Table A3-1 to be completed in detail after proposal is signed.

<TABLE>
<CAPTION>
                                                                     Expected
Table A3-1: NRE Payment Milestones                                   Date*          NRE Due
<S>                                                                  <C>            <C>
113 of NRE invoiced upon Agreement Execution                         6/23/00        $192,000.00
[3] Prototype units delivered to USAT                                9/4/00         $191,500.00
Final Prototype changes submitted by USAT                            9/11/00        $
Production Release                                                   10/31/00       $191,500.00
</TABLE>

 Additional prototype units beyond those identified in this table are not
included in the NRE payment.

     *    Referenced dates should be viewed as target dates, changes in the
          scope of work, development effort, and/or dependencies upon third
          parties, normally outside of RadiSys control, could impact these
          dates.

<TABLE>
<CAPTION>
Table A3-2:
Product Pricing                  Unit price by annual delivery quantity
Description                      Additional    Limited     1-249       250-4999  5000-   10000 up
                                 Proto's       Production                        9999
<S>                              <C>           <C>         <C>         <C>       <C>     <C>
ePort next generation            $xxxx         $ xxxx      $ xxxx      $xxxx     $ xxxx  $ 665.00*
</TABLE>

     *    Both Parties agree that for purposes of this Agreement, the $665.00
          unit price should be viewed as a not to exceed unit price, for period
          of 12 months from the date of execution. RadiSys will use its best
          effort to reduce this unit price during the development stage and
          prior to release to manufacturing.

Once developed, production pricing will be reviewed on a quarterly basis with a
focus on commodity cost and price performance. It is both Parties intent to
continually reduce the price of the e-Port product to allow greater market

                                     PAGE 20

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Original Copy                                         USAT/RadiSys Confidential

acceptance and penetration.

RadiSys represents prices offered will not exceed those offered to any other
customer for products substantially similar to the Products sold to USAT
hereunder, where such customer is purchasing such products in like quantities
and under similar terms and conditions.

TableA3-3 to be completed at milestone C2

Table A3-3: Manufacturing and Service Option Pricing

Description                                  Price

Out of warranty repair per board             $TBD after design completion

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Appendix 4: Project Schedule and Milestones
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
Table A4-1: Project Schedule
--------------------------------------------------------------------------------------------------------
<S>          <C>                                                    <C>           <C>
             Milestone and description                              Date          Approval/Method
------------ ------------------------------------------------------ ------------- ----------------------
             NRE received by RadiSys                                5/25/00
------------ ------------------------------------------------------ ------------- ----------------------
             Purchase Order for                                     5/25/00       Written sign-off on
             Design specification delivered                                       specification
------------ ------------------------------------------------------ ------------- ----------------------
             Detailed Design and Layout Complete                    8/14/00
             Final schedule and pnicing negotiated
------------ ------------------------------------------------------ ------------- ----------------------
             First prototype systems delivered Q units).            9/4/00
------------ ------------------------------------------------------ ------------- ----------------------
             Final Prototype changes submitted by                   9/11/00
             USAT; Schedule re-synchronization
             based on changes
------------ ------------------------------------------------------ ------------- ----------------------
             Pilot units delivered                                  10/31/00
             Production units delivered                             TBD
</TABLE>

                                    PAGE 22

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Appendix 5.- RadiSys Defiverables to USAT

<TABLE>
<CAPTION>
   Table A5-1: Specs and Documentation
   Item                                            Date

<S>                <C>                            <C>
   1               5/25/00                        Design Specification
   2               8/8/00                         Scbematics for Design Review
   3               10/2/00                        Design Validation (including EMT) plan, for review and approval
   4               10/31/00                       Design Validation Results, for review and approval
   5               10/31/00                       Device Drivers/ Source Code
   6               10/31/00                       Embedded Code/ Source Code
</TABLE>

Table AS-2: Development Deliverables

<TABLE>
<CAPTION>
Item              Date                                      Item
<S>               <C> <C>                                <C>
1                 9/4/00                                 (3) Prototype Units
2                 10/31/00                               (3) Limited Production Product Units
3                 As part of first production            (4) Production Release Product Units
</TABLE>

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Appendix 6: Intellectual Property

The following table outlines the ownership of the identified intellectual
property

<TABLE>
<CAPTION>
---------------------------------  ---------------------------------------------------------
<S>                                <C>
Owner                              Description
---------------------------------  ---------------------------------------------------------
USAT                               EPort application code (a)
---------------------------------  ---------------------------------------------------------
RadiSys                            StrongARM "core" design
---------------------------------  ---------------------------------------------------------
USAT and RadiSys*                  MDB Controller**
---------------------------------  ---------------------------------------------------------
Microsoft                          Operating system - implied license to use agreement)
---------------------------------  ---------------------------------------------------------
</TABLE>
*Reference Section 3.1.1 "Joint Intellectual Property

** For Purposes of this Agreement, the term MDB Controller shall mean the
combination of :

a)   a microprocessor (or micro-controller) that communicates with a host system
     via a Serial bus, including software code (source & object), that runs on
     this microcontroller, and software code (source and object) that are MDB
     devicednivers that interact with the operating system.
b)   MDB (Multi Drop Bus) interface for senial communications within a vending
     machine.
c)   A magnetic stripe reader interface A touch-screen controller interface
     (Analog inputs and Analog outputs)
     An 12C bus
     Digital inputs and Digital outputs (DI/DO)
     Circuits for an LCD display including voltage generation for back light and
     contrast A Temperature sensor
     A motion sensor interface
d)   A power supply circuit
e)   As yet undefined interface from the DI/DO to motors, solenoids, switches,
     etc. (in a vending mach ine, or to various office products, including
     copiers, fax, personal computers, printers, etc.

     (a) e-PORT application code is that code that resides on the RadiSys "core"
computing platform that performs e-commerce transactions, ad displays, and may
include vending machine control.


                                 PAge 24
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Appendix 7: Attachment of USAT ePORT Next Generation Statement of Work


                                    PAGE 25
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