THE COMMON STOCK ISSUABLE PURSUANT TO THIS AGREEMENT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THE
COMMON STOCK ISSUABLE PURSUANT TO THIS AGREEMENT 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 THE COMMON STOCK ISSUABLE
PURSUANT TO THIS AGREEMENT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.

                             USA TECHNOLOGIES, INC.
                      2005 COMMON STOCK PURCHASE AGREEMENT


      This 2005 COMMON STOCK PURCHASE AGREEMENT is made this 4th day of April
2005 by and between USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA" or
the "Company"), and STEVE ILLES ("ILLES" or "Investor").

                                   Background

      As more fully set forth herein, ILLES has agreed to purchase from the
Company shares of Common Stock of the Company ("Common Stock") for a purchase
price not to exceed Ten Million Dollars ($10,000,000)(the "Commitment Amount").

                                    Agreement

      NOW THEREFORE, intending to be legally bound hereby, the parties agree as
follows:

      1.Commitment. Subject to the terms and conditions hereof, ILLES agrees to
purchase from USA shares of Common Stock with an aggregate purchase price not to
exceed the Commitment Amount. The aggregate number of shares of Common Stock to
be purchased by ILLES under this Agreement shall be as provided in subsection C.
of this Section 1.

      During the Put Commitment Period (as defined below), ILLES shall be
required to purchase Common Stock from USA from time to time pursuant to the
election of USA as described in subsection A. below.


<PAGE>


      A. During the period of time from and after the effectiveness of the
Initial Registration Statement (as defined in Section 7 hereof) and through
August 11, 2007 ("Put Commitment Period"), USA shall have the right at any time
and from time to time to require ILLES to purchase Common Stock from the Company
at the lower of the following price: (i) Thirty Cents ($.30) per share (the
"Base Per Share Price"); or (ii) 90% of the closing bid price per share on the
date prior to the date of the delivery by USA to ILLES of the Commitment To
Purchase Form described below. For example, if the closing bid price of the
shares on the applicable date was $.50, then the exercise price would be the
Base Per Share Price (i.e., $.30), and if the closing bid price of the shares on
the applicable date was $.20, then the exercise price would be $.18. USA shall
require ILLES to purchase Common Stock from USA hereunder by delivery to ILLES
(prior to expiration of the Put Commitment Period) of the completed Commitment
To Purchase Form that is attached hereto setting forth the purchase price of the
Common Stock to be purchased by ILLES from USA ("Commitment Purchase Price") and
the aggregate number of shares to be purchased by ILLES. The Commitment Purchase
Price shall be delivered to the Company by ILLES within two business days after
delivery to ILLES of the Commitment To Purchase Form and shall be paid by ILLES
either in cash or by certified check or bank draft payable to the order of the
Company. ILLES shall not be required by USA to purchase any Common Stock from
USA pursuant to this Section 1.A unless the Common Stock being purchased by
ILLES from USA hereunder has been registered for resale by ILLES under the Act
pursuant to an effective registration statement, all in accordance with Section
7.

      B. Notwithstanding anything else set forth herein during any calendar
month during the Put Commitment Period, ILLES shall not be required by USA to
purchase under this Agreement Common Stock with an aggregate purchase price of
more than Eight Hundred Thousand Dollars ($800,000).

      C. The initial number of shares of Common Stock subject to this Agreement
shall be 20,000,000. In order to ensure that ILLES shall purchase Common Stock
under this Agreement with a purchase price of up to the Commitment Amount, at
any time and from time to time during the Put Commitment Period, and subject to
the other terms and conditions of this Agreement, USA shall have the right to
increase the number of shares of Common Stock covered by this Agreement by
notice to ILLES.


<PAGE>


      D. At the time of ILLES' signing of this Agreement, USA shall pay to ILLES
a due diligence/commitment fee consisting of 500,000 shares of restricted Common
Stock ("Due Diligence Shares").

      2. Share Issuance. Upon the payment of the Commitment Purchase Price as
aforesaid, the Company shall issue and cause to be delivered with all reasonable
dispatch to ILLES and in the name of ILLES, a certificate or certificates for
the number of shares of Common Stock so purchased. Such certificate or
certificates shall be deemed to have been issued and ILLES 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 and payment of the Commitment Purchase Price as
aforesaid. If, however, at the date of payment of such Commitment Purchase
Price, the transfer books for the Common Stock shall be closed, the certificates
for the Common Stock shall be issued and ILLES 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.

      3. Representations by ILLES. ILLES represents and warrants to the Company
as follows:

      (a)   ILLES has received, read and understands the provisions of each of
            the following: (i) the Company's Annual Report on Form 10-KSB for
            the fiscal year ended June 30, 2004; (ii) the Company's Quarterly
            Report on Form 10-Q for the quarter ended September 30, 2004; (iii)
            the Company's Quarterly Report on Form 10-Q for the quarter ended
            December 31, 2004; (iv) the Company's Definitive Proxy Statement on
            Schedule 14-A filed with the Commission on February 15, 2005; (v)
            the Company's Registration Statement on Form S-1 filed with the
            Commission on February 18, 2005 (File No. 333-122899); (vi) the risk
            factors incorporated by reference herein in Section 3(i) hereof; and
            (vii) the Form 8-K Reports filed by the Company with the Commission
            on March 3, March 17, and March 22, 2005. All of the foregoing
            together with this Agreement shall be referred to herein as
            "Offering Materials".


<PAGE>


      (b)   ILLES has relied only upon the information presented and contained
            in the Offering Materials. ILLES has had the 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 Common Stock offered by the
            Offering Materials and has received answers which ILLES considers to
            be reasonably responsive to such questions. ILLES has had the
            opportunity to verify the accuracy of the information contained in
            the Offering Materials.

      (c)   ILLES understands that ILLES is subscribing for the Common Stock
            without being furnished any literature or prospectus in connection
            with the Offering other than the Offering Materials, and that the
            Offering of the Common Stock 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)   ILLES understands (i) that neither the Common Stock nor the Due
            Diligence Shares has been registered under the Securities Act of
            1933, as amended (the "Act"), or registered or qualified under the
            securities laws of the state of my residence, (ii) except as
            provided in Section 7 hereof, ILLES has no right to require such
            registration or qualification, and (iii) that therefore ILLES must
            bear the economic risk of the investment for an indefinite period of
            time because neither the Common Stock nor the Due Diligence Shares
            may 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 and the Due Diligence Shares with the
            SEC, 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, neither the Common Stock nor
            the Due Diligence Shares would be registered for resale under the
            Act, and could only be sold in reliance upon exemptions from
            registration under the Act.

      (e)   The Common Stock is being purchased for ILLES' own account for
            investment purposes only and not for the interest of any other
            person and is 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, ILLES also understands that there may not be any
            established public trading market for the sale of such securities.


<PAGE>


      (f)   ILLES is able to bear the economic risks related to purchase of the
            Common Stock for an indefinite period of time (i.e., ILLES is able
            to afford a complete loss of the Common Stock ILLES is subscribing
            to purchase). ILLES' net worth and assets are sufficient to enable
            him to purchase shares of Common Stock from USA in the amount of the
            Commitment Amount pursuant to this Agreement.

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

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

      (i)   ILLES recognizes that the purchase of the Common Stock involves a
            high degree of risk including those special risks set forth under
            the caption "Risk Factors" and "Forward Looking Statements" in
            Amendment No. 1 to the Form SB-2 Registration Statement of the
            Company filed with the Commission on February 18, 2005 (No.
            333-122899) all of which are incorporated herein by reference.

      (j)   ILLES understand that ILLES' right to transfer the Common Stock and
            the Due Diligence Shares will be restricted as set forth on the
            certificate evidencing the Common Stock and the Due Diligence
            Shares. 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). ILLES is
            familiar with Regulation M promulgated under the Act and agrees to
            comply with his obligations thereunder including those relating to
            his status as an underwriter of the Common Stock and the Due
            Diligence Shares.


<PAGE>


      (k)   All information which ILLES has provided to the Company including,
            but not limited to, financial position, and status as an accredited
            investor, and knowledge of financial and business matters is true,
            correct and complete as of the date of execution of this Agreement.
            ILLES understands that the Company will rely in a material degree
            upon the representations contained herein.

      (l)   ILLES understands that a legend may be placed on any stock
            certificate representing the Common Stock and the Due Diligence
            Shares 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.

      (m)   ILLES is an "accredited investor" as defined in Rule 501 promulgated
            under the Act because ILLES' individual net worth (or ILLES joint
            net worth with his spouse)on the date hereof exceeds $1,000,000.

      4. Adjustments. Subject and pursuant to the provisions of this Section 4,
the Base Per Share Price 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 Base Per Share 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.


<PAGE>


            b. If the Company shall at any time subdivide its outstanding Common
Stock by recapitalization, reclassification or split-up thereof, the Base Per
Share 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 Base Per Share Price immediately prior to such
combination shall be proportionately increased. Any such adjustment to the Base
Per Share Price shall become effective at the close of business on the record
date for such subdivision or combination. The Base Per Share 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. Whenever the Base Per Share Price is adjusted as herein provided,
the Company shall promptly mail to ILLES a statement setting forth the adjusted
Base Per Share Price determined as so provided.

      5. 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 rights of
purchase represented by this Agreement. The Company agrees that all shares of
Common Stock issued hereunder shall be, at the time of delivery of the
certificates for such Common Stock, validly issued and outstanding, fully paid
and non-assessable.

      6. Securities Laws. As a condition to the issuance of any Common Stock
pursuant this Agreement, ILLES 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.


<PAGE>


      7. Registration Provisions. No later than May 30, 2005, 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 the Due Diligence Shares and
all of the 20,000,000 shares of Common Stock initially covered by this Agreement
for resale by ILLES under the Act (the "Initial Registration Statement"). As
provided in Section 1.C hereof, USA has the right from time to time to increase
the number of shares of Common Stock to be covered by this Agreement. Any such
additional shares may be included in an amendment or post-effective amendment to
the Initial Registration Statement, or in a separate additional registration
statement.

      The term "registration statement" whenever and as used in this Agreement
shall mean and include for all purposes the Initial Registration Statement and
any amendment or post-effective amendment thereto as well as any additional
registration statement or amendment or post-effective amendment thereto covering
any Common Stock subject to this Agreement.

      The registration statement shall be prepared as a "shelf" registration
statement under Rule 415, and the Company shall use its best efforts to have the
registration statement maintained effective until the earlier of (i) two years
from the effective date of the Initial Registration Statement, or (ii) the date
that all of the Common Stock covered by this Agreement is resold by ILLES
pursuant to the registration statement or otherwise.

      At the Company's request, ILLES shall furnish to the Company such
information regarding ILLES, the Common Stock held by ILLES, and the intended
method of disposition of such Common Stock to the extent required to effect the
registration of the Common Stock. The Company shall include all information
provided by ILLES pursuant hereto in the registration statement, substantially
in the form supplied, except to the extent such information is not permitted by
law. ILLES understands and agrees that ILLES will be listed and disclosed in the
registration statement as an underwriter of the Common Stock and Due Diligence
Shares as such term is defined in Section 2(a)(11) of the Act and as such ILLES
will have liability, among other things, under Section 11 of the Act.

      All expenses (other than commissions and fees and expenses of counsel to
ILLES) incurred in connection with the registration statement, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, shall be
borne by the Company.


<PAGE>


      8. Binding Effect. This Agreement shall be binding upon the party's
respective heirs, personal representatives, successors and assigns; provided,
however, that this Agreement shall not be assignable by ILLES, in whole or in
part, without the prior consent of the USA.

      9. Indemnification. In the event any shares of Common Stock are included
in a registration statement under this Agreement:

            (a) To the extent permitted by law, the Company will indemnify and
hold harmless ILLES, against any losses, claims, damages, or liabilities to
which ILLES may become subject under the Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act")(or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements or omissions: (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, and
the Company will reimburse ILLES for any legal or other expenses reasonably
incurred by ILLES in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 9(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by ILLES; provided however, that the above shall not
relieve the Company from any other liabilities which it might otherwise have.


<PAGE>


            (b) ILLES shall indemnify and hold harmless the Company, its
directors and officers, each underwriter and each other person, if any, who
controls (within the meaning of the Act) the Company or such other indemnified
party, against any liability, joint or several, to which any such indemnified
party may become subject under the Act or any other statute or at common law,
insofar as such liability (or actions in respect thereof) arises out of or is
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained, on the effective date thereof, in any registration statement
under which securities were registered under the Act, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereto,
or (ii) any omission or alleged omission by ILLES to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such registration statement, preliminary or final prospectus, amendment or
supplement thereto in reliance upon and in conformity with information furnished
in writing to the Company by ILLES specifically for use therein. ILLES shall
reimburse any indemnified party for any legal fees incurred in investigating or
defending any such liability.

            (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 9, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume, the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 9, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 9.


<PAGE>


            (d) In the event that the indemnity provided in paragraphs (a)
and/or (b) of this Section 9 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and ILLES agree to contribute
to the aggregate claims, losses, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which the Company and ILLES may be subject in
such proportion as is appropriate to reflect the relative fault of the Company
and ILLES in connection with the statements or omissions which resulted in such
Losses. Relative fault shall be determined by reference to whether any alleged
untrue statement or omission relates to information provided by the Company or
by ILLES. The Company and ILLES agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each person who
controls the Company within the meaning of either the Act or the Exchange Act
and each director and officer of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

            (e) The obligations of the Company and ILLES under this Section 9
shall survive the resale, if any, of the Common Stock in a registration
statement under this Agreement, and otherwise.

      10. Applicable Law. This Agreement 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.


<PAGE>


      11. Brokers and Finders. USA and ILLES hereby represent to each other that
no broker or finder has been employed or engaged by either of them in connection
with the transactions contemplated in this Agreement and that all negotiations
relative to this Agreement have been carried on directly between the parties
hereto without the intervention of any other person.

      12. Survival of Representations and Warranties, and Remedies. All
representations and warranties contained in this Agreement shall survive the
execution and delivery of this Agreement.

      13. Entire Agreement. This Agreement constitutes the entire understanding
and agreement between the parties hereto with respect to the transactions
contemplated herein, supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties, and there have been no warranties, representations or promises, written
or oral, made by any of the parties hereto except as herein expressly set forth
herein. The parties have previously entered into a Common Stock Purchase
Agreement dated August 6, 2004, and acknowledge and agree that USA shall not
sell to ILLES, and ILLES shall not purchase from USA, any additional shares of
Common Stock thereunder.

      14. Waiver, Modification, etc.. Any party to this Agreement may waive any
of the terms or conditions of this Agreement or agree to an amendment or
modification to this Agreement by an agreement in writing executed in the same
manner (but not necessarily by the same persons) as this Agreement. No amendment
or modification of this Agreement shall be binding unless in writing executed by
all of the parties to this Agreement. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall any waiver constitute a continuing
waiver unless otherwise expressly provided.

      15. Notice. Any notice or other communications required or permitted
hereunder shall be sufficiently given: (i) three (3) business days after if sent
by certified mail, return receipt requested, postage prepaid, or (ii) one (1)
business day after sent by Federal Express or other overnight courier providing
delivery confirmation for next business day delivery, or (ii) when delivered by
personal delivery, telecopier, or e-mail, in any event delivered to or addressed
as follows:


<PAGE>


                If to ILLES:
                                  Mr. Steve Illes
                                  8006 Southeast 167th Hilltop Loop
                                  Villages, Florida 32162

                If to USA:

                                  USA Technologies, Inc.
                                  Suite 140
                                  100 Deerfield Lane
                                  Malvern, Pennsylvania 19355
                                  Attn: George R. Jensen, Jr., Chairman

      16. Consent to Jurisdiction. Each of USA and ILLES irrevocably consents
and agrees that any legal action or proceeding whatsoever arising out of or in
any way connected with this Agreement or the transactions contemplated hereby
may be commenced, filed, instituted or brought in the state or federal courts of
the Commonwealth of Pennsylvania, and each of the parties hereto irrevocably
submits and accepts with regard to any such legal action or proceeding to the
jurisdiction of such courts. Each of the parties irrevocably consents to service
of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the parties hereto, such service to become effective upon
mailing. Each of the parties hereto hereby irrevocably waive, to the fullest
extent permitted by law, any objection which any of them may now or hereafter
have to the laying of the venue of any suit, action or proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby, brought
in such Pennsylvania courts, and hereby further irrevocably waives any claim,
that any such suit, action or proceeding brought in such courts, has been
brought in an inconvenient forum.

      17. Counterparts. This Agreement may be signed in two or more counterparts
which counterparts shall constitute a single, integrated agreement binding upon
all the signatories to such counterparts. Delivery of an executed counterpart of
this Agreement by facsimile shall be equally as effective as delivery of a
manually executed counterpart of this Agreement.


<PAGE>


      18. Expenses. Except as specifically provided otherwise herein, each party
hereto shall pay its or his own expenses arising from this Agreement and the
transactions contemplated hereby, including, without limitation, all legal and
accounting fees and disbursements; provided, however, that nothing herein shall
limit or otherwise modify any right of the parties to recover such expenses
(including legal fees and costs of litigation) from the other in the event any
party hereto breaches this Agreement.

      19. Further Assurances. Each of the parties hereto shall hereafter execute
and deliver such further documents and instruments and do such further acts and
things as may be required or useful to carry out the intent and purpose of this
Agreement and as are not inconsistent with the terms hereof.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
2005 Common Stock Purchase Agreement on the date first written above.

                                        USA TECHNOLOGIES, INC.


/S/ Steve Illes                         By: /s/ George R. Jensen, Jr.
---------------                             -------------------------
STEVE ILLES                                 George R. Jensen, Jr.,
                                            Chief Executive Officer



<PAGE>



Mr. Steve Illes
8006 Southeast 167th Hilltop Loop
Villages, Florida 32162


                             COMMITMENT TO PURCHASE

      Pursuant to the 2005 Common Stock Purchase Agreement between USA and
ILLES, USA hereby irrevocably elects to require ILLES to purchase shares of
Common Stock provided for therein at the price of ___ per share, or an aggregate
of $_________, for ____________ shares of Common Stock. Pursuant to the
Agreement, ILLES shall deliver the purchase price for the shares within two
business days. The certificate representing such shares of Common Stock shall be
issued to and registered in the name of, and delivered to, the ILLES at the
address set forth in the Agreement.




Dated:______________, 200_                 USA TECHNOLOGIES, INC.

                                           By:___________________
                                              Title: