Exhibit 10.4.4


                        FIFTH AMENDMENT TO EMPLOYMENT AND
                            NON-COMPETITION AGREEMENT

     This Fifth  Amendment  is made on the 20 day of April 2004,  by and between
HAVEN BROCK KOLLS, JR.  ("Kolls"),  and USA  TECHNOLOGIES,  INC., a Pennsylvania
corporation ("USA").

                                   Background

     USA and Kolls  entered into an  Employment  And  Non-Competition  Agreement
dated  May 1,  1994,  a First  Amendment  thereto  dated May 1,  1995,  a Second
Amendment thereto dated March 20, 1996, a Third Amendment thereto dated February
22, 2000, and a Fourth Amendment thereto dated April 15, 2002 (collectively, the
"Agreement").  As more fully set forth herein,  the parties  desire to amend the
Agreement in certain respects.

                                    Agreement

     NOW,  THEREFORE,  in consideration  of the covenants set forth herein,  and
intending to be legally bound hereby, the parties agree as follows:

1.   Amendments.

     A.  Subparagraph  A. of Section 1.  Employment.  is hereby  deleted and the
following new subparagraph A. is substituted in its place:


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<PAGE>

      A.  USA  shall  employ  Kolls  as  Senior  Vice   President,   Research  &
      Development, commencing on the date hereof and continuing through June 30,
      2005 (the "Employment Period"),  and Kolls hereby accepts such employment.
      Unless  terminated  by either  party hereto upon at least  60-days  notice
      prior to end of the  original  Employment  Period  ending June 30, 2005 or
      prior to the end of any one year extension of the Employment  Period,  the
      Employment Period shall not be terminated and shall automatically continue
      in full force and effect for  consecutive  one year  periods.  The Company
      will deliver to Kolls an incentive  cash  compensation  payment of $60,000
      upon  Kolls'  signing of this Fifth  Amendment.  If during the  Employment
      Period  a USA  Transaction  (as such  term is  defined  in the  Employment
      Agreement  of George R.  Jensen,  Jr.)  shall  occur,  then Kolls may upon
      thirty days prior notice to the Company,  terminate the Employment Period.
      Upon such  termination  by Kolls,  neither  party  shall have any  further
      duties  or  obligations   hereunder,   provided,   however,   that  Kolls'
      obligations  under  Sections  5  and  6  hereof  shall  survive  any  such
      termination.

      B. The  following  new  subparagraph  C.  shall be  added  to  Section  1.
Employment. of the Agreement:

      C. In the event that Kolls shall agree to extend the Employment  Period to
      June 30, 2006  (provided that such  extension is  accomplished  at anytime
      between July 1, 2004 and December 31, 2004),  Kolls shall receive from USA
      an incentive cash compensation payment of $70,000.

      C.  Subparagraph  A. of  Section  2.  Compensation  and  Benefits.  of the
Agreement is hereby  deleted and the  following  new  subparagraph  A. is hereby
substituted in its place:

      A. In consideration of his services rendered,  commencing January 1, 2004,
      USA  shall pay to Kolls a base  salary of  $165,000  per year  during  the
      Employment Period, subject to any withholding required by law. Kolls" base
      salary may be increased  from time to time in the  discretion of the Board
      of Directors.


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      D. The  following  new  subparagraph  F.  shall be  added  to  Section  2.
Compensation and Benefits. of the Agreement:

            F. From and after the date of this  Fifth  Amendment  and during the
            Employment  Period, USA shall pay to Kolls (i) the sum of $5,000 for
            any new  patent  application  filed  on  behalf  of USA  during  the
            Employment  Period for which  Kolls is listed as the  inventor;  and
            (ii) the further sum of $5,000  upon the grant and  issuance  during
            the Employment Period of any such patent application;  and (iii) the
            sum of $5,000  upon the grant and  issuance  during  the  Employment
            Period of any pending patent application that was filed on behalf of
            USA at any  time  prior  to the  date of this  Fifth  Amendment  and
            whether  or not Kolls is listed as the  inventor.  Any amount due to
            Kolls by USA shall at the option of USA be payable in either cash or
            USA Common Stock;  provided that any such amount shall be subject to
            and reduced by any applicable tax  withholding.  The issuance by USA
            of any USA Common  Stock to Kolls  shall at the option of USA (i) be
            registered under the Securities Act of 1933, as amended, pursuant to
            a Form S-8 registration statement,  all at the sole cost and expense
            of USA;  or (ii)  represent  restricted  stock  issued  as part of a
            private  placement by USA and in such event Kolls shall  participate
            in the offering on the same terms as any other  investor  (including
            any  registration  rights);  or (iii)  represent a separate  private
            placement of restricted Common Stock involving only Kolls,  provided
            that the stock shall have standard "piggyback" registration rights.

      2. Modification.  Except as otherwise  specifically set forth in Paragraph
1, the Agreement shall not be amended or modified in any respect  whatsoever and
shall continue in full force and effect.


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      3. Capitalized  Terms.  Except as specifically  provided otherwise herein,
all  capitalized  terms used herein shall have the meanings  ascribed to them in
the Agreement.

      IN WITNESS WHEREOF,  the parties hereto have executed this Fifth Amendment
on the day and year first above written.

                                        USA TECHNOLOGIES, INC.


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


                                           /s/ Haven Brock Kolls, Jr.
                                           -------------------------------------
                                           HAVEN BROCK KOLLS, JR.


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