Exhibit 10.1

                             USA TECHNOLOGIES, INC.
                         2004-A STOCK COMPENSATION PLAN

      1. Purpose. The purpose of the USA Technologies, Inc. 2004-A Stock
Compensation Plan is to provide an incentive to Employees, Consultants and
Directors of the Company who are in a position to contribute materially to the
long-term success of the Company, to increase their interest in the Company's
welfare, and to aid in gaining the services of Employees, Consultants and
Directors of outstanding ability who will contribute to the Company's success.

      2. Definitions.

            2.1 "Award" means an award of Stock under the Plan.

            2.2 "Board" means the Board of Directors of USA Technologies, Inc.

            2.3 "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code shall include any successor to such
section.

            2.4 "Committee" means the committee designated by the Board to
administer the Plan under Section 4.

            2.5 "Common Stock" means USA common stock, no par value per share,
or such other class or kind of shares of capital stock or other securities as
may result from the application of Section 8 hereof.

            2.6 "Company" means USA and any successor thereof.

            2.7 "Consultant" means a consultant retained to provide bona fide
services to, and who is not an employee of USA.

            2.8 "Director" means each director of USA who is not an employee of
USA.

            2.9 "Employee" means an officer or employee of the Company including
a director who is such an employee.

            2.10 "Fair Market Value" means, on any given date, the mean between
the high and low prices of actual sales of Common Stock on the principal
national securities exchange on which the Common Stock is listed on such date,
or, if the Common Stock was not so listed, the average closing bid price of the
stock for each of the five trading days prior to such date.

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            2.11 "Holder" means an Employee, Director or Consultant to whom an
Award is made.

            2.12 "USA" means USA Technologies, Inc., a Pennsylvania corporation
and any successor thereto.

            2.13 "1933 Act" means the Securities Act of 1933, as amended.

            2.14 "Plan" means the USA 2004-A Stock Compensation Plan herein set
forth, as amended from time to time.

            2.15 "Stock" means Common Stock awarded by the Committee under
Section 6 of the Plan.

            2.16 "SEC" means the United States Securities and Exchange
Commission.

      3. Eligibility. Any Employee, Eligible Director and Eligible Consultant is
eligible to receive an Award.

      4. Administration of Plan.

            4.1 The Plan shall be administered and interpreted by the Committee,
which shall have full authority to act in selecting Employees, Directors and
Consultants to whom Awards will be made, in determining the type and amount of
Awards to be granted to each such Holder, the terms and conditions of Awards and
the terms of agreements which will be entered into with Holders in connection
with Awards. The Committee shall be appointed by the Board and shall have at
least one member and shall act unanimously in all matters.

            4.2 The Committee's powers shall include, but not be limited to, the
power to determine whether, to what extent and under what extent and under what
circumstances an Award is made.

            4.3 The Committee shall have the power to adopt regulations for
carrying out the Plan and to make such changes in such regulations as it shall
from time to time deem advisable. The Committee shall have the power
unilaterally and without approval of a Holder to amend any existing Award in
order to carry out the purposes of the Plan so long as such amendment does not
deprive the Holder of any benefit granted by the Award and so long as the
amended Award comports with the terms of the Plan. Amendments adverse to the
interests of the Holder must be approved by the Holder. Any interpretation by
the Committee of the terms and provisions of the Plan and the administration
thereof, and all action taken by the Committee, shall be final and binding on
Plan participants.

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      5. Shares of Stock Subject to the Plan.

            5.1 Subject to adjustment as provided in Section 7, the total number
of shares of Common Stock available for Awards under the Plan shall be 500,000
shares.

            5.2 Any shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any shares subject to any
Award granted hereunder are forfeited or such Award otherwise terminates without
the issuance of such shares, the shares subject to such Award, to the extent of
any such forfeiture or termination, shall again be available for Awards under
the Plan.

      6. Stock.

            An Award of Stock is a grant by the Company of a specified number of
shares of Common Stock to the Holder, which shares are subject to forfeiture
upon the happening of specified events. Such an Award shall be subject to the
following terms and conditions:

            6.1 Stock may be evidenced by Stock agreements. Such agreements
shall conform to the requirements of the Plan and may contain such other
provisions as the Committee shall deem advisable.

            6.2 Upon determination of the number of shares of Stock to be
granted to the Holder, the Committee shall direct that a certificate or
certificates representing the number of shares of Common Stock be issued to the
Holder with the Holder designated as the registered owner.

            6.3 The Committee may condition the grant of an Award of Stock upon
the Holder's achievement of one or more performance goal(s) specified in the
Stock agreement. If the Holder fails to achieve the specified performance
goal(s), the Committee shall not grant the Stock to the Holder, or the Holder
shall forfeit the Award of Stock and the Common Stock shall be forfeited to the
Company.

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            6.4 The Stock agreement if any, shall specify the performance,
employment or other conditions (including termination of employment on account
of death, disability, retirement or other cause) under which the Stock may be
forfeited to the Company.

      7. Adjustments Upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, issuance of stock rights, combination of shares, merger,
consolidation or any other change in the corporate structure of USA affecting
Common Stock, or any distribution to stockholders other than a cash dividend,
the Board shall make appropriate adjustment in the number and kind of shares
authorized by the Plan as it determines appropriate. No fractional shares of
stock shall be issued pursuant to such an adjustment, but an amount equivalent
to the portion of Fair Market Value attributable to any such fractional shares
shall, where appropriate, be paid in cash to the Holder.

      8. Termination and Amendment. The Plan shall remain in full force and
effect until terminated by the Board. The Board shall have the power to amend,
suspend or terminate the Plan at any time.

      9. Form S-8. Promptly upon the approval of this Plan by the Board of
Directors of USA, the Company shall, at its cost and expense, register all of
the Stock under the 1933 Act pursuant to Form S-8. Notwithstanding anything else
set forth herein, an Award shall not be made to any Director, Consultant or
Employee unless such person in eligible to receive Stock which has been
registered under a Form S-8. In this regard, any Stock issuable to a Consultant
or Director shall be issued to an individual who provided bona fide services to
USA and such services are not in connection with the offer or sale of securities
in a capital-raising transaction, and do not directly or indirectly promote or
maintain a market for USA's securities. In connection with the issuance of any
Stock pursuant to the Plan, USA shall at its expense, use its best efforts to
have any such Stock exempted from the registration requirements under applicable
state securities laws.

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      10. General Provisions.

            10.1 The Plan shall become effective upon its approval by the Board.

            10.2 Nothing contained in the Plan, or an Award granted pursuant to
the Plan, shall confer upon an Employee any right with respect to continuance of
employment by the Company or upon any Director or Consultant any right with
respect to continuance of Board service or the consulting arrangement (as the
case may be), nor interfere in any way with the right of the Company to
terminate such relationships at any time.

            10.3 For purposes of this Plan, transfer of employment between USA
and any Subsidiary shall not be deemed termination of employment.

            10.4 Holders shall be responsible to make appropriate provision for
all taxes required to be withheld in connection with any Award. Such
responsibility shall extend to all applicable federal, state, local or foreign
withholding taxes. Agreements evidencing Awards shall contain appropriate
provisions to effect withholding. The Plan is not qualified under Section 401(a)
of the Internal Revenue Code.

            10.5 To the extent that federal laws (such as the 1934 Act, the Code
or the Employee Retirement Income Security Act of 1974) do not otherwise
control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the Commonwealth of Pennsylvania and construed
accordingly.

            10.6 Additional information may be obtained about the Plan and the
Plan administrators by writing the Company at 100 Deerfield Lane, Suite 140,
Malvern, PA 19355, Attn: Stephen P. Herbert, or by calling 610-989-0340.


Dated: April 9, 2004