Exhibit 10.1

                             USA TECHNOLOGIES, INC.

                         2004-B STOCK COMPENSATION PLAN

      1.  PURPOSE.  The  purpose  of the USA  Technologies,  Inc.  2004-B  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-B 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: November 1, 2004