Exhibit 4.34

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.


2004-A WARRANT CERTIFICATE                      __________ COMMON STOCK WARRANTS
NO.  ___

                             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 _____________, or any subsequent holder hereof, is the owner
of _______ 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 December 31, 2004 (the
"Termination Date"), 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 $.20 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.

<PAGE>

            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 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.

            4. 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.

            5. Termination Date. All of the Warrants must be exercised in
accordance with the terms hereof prior to the Termination Date. At and after the
Termination Date any and all unexercised rights hereunder shall become null and
void and all such unexercised Warrants shall without any action on behalf of the
Company become null and void.

            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,

<PAGE>

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.

                  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.

<PAGE>

                  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
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.

<PAGE>

                  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

<PAGE>

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.

            12. Registration Rights. No later than sixty days following the date
hereof, 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
all of the shares of Common Stock underlying this Warrant certificate for resale
by the holder under the Act. 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) one year from the effective date thereof, or (ii) the date that
all of such Common Stock 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 holder's
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.

<PAGE>

            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:
                                        ----------------------------------------
                                        Stephen P. Herbert,
                                        Secretary

Dated: ________, 2004

<PAGE>

USA TECHNOLOGIES, INC.
100 Deerfield Lane, Suite 140
Malvern, PA 19355
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: ______________, 2004            Signature:_______________________________