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                             SUBSCRIPTION AGREEMENT

         This Subscription Agreement is made this 26th day of October 2001, by
and between USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA" or
"Company"), and RATNER & PRESTIA, P.C., a Pennsylvania professional corporation
("Ratner").

                                   Background
                                   ----------

         As of the date hereof, USA owes Ratner unpaid professional fees of
approximately $215,000. As more fully set forth herein, Ratner has agreed to
subscribe for 200,000 shares of Common Stock of USA (the "Shares") and to apply
the sales proceeds thereof towards the professional fees due or to become due in
the future.


                                    Agreement
                                    ---------

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

         1. Subscription. Ratner hereby subscribes for the Shares. Ratner and
USA agree that the proceeds from the sale of the Shares (net of applicable
brokerage commissions and all other costs of Ratner relating to this Agreement
and the sale of the Shares) shall be applied towards the unpaid balance of the
professional fees due and to become due in the future to Ratner by USA. USA
shall deliver to Ratner a certificate representing the Shares registered in the
name of Ratner within 15 days of the date hereof. Ratner agrees that all sales
of the Shares shall satisfy the manner of sale requirements set forth in
subsections (f) and (g) of Rule 144 promulgated under the Securities Act of
1933, as amended ("Act"). The foregoing sentence shall not apply (i) unless at
the applicable time of sale there is an effective registration statement in
effect covering the Shares, or (ii) to block sales by Ratner consisting of at
least 50,000 of the Shares. Ratner shall notify the Company of all such sales
within 48 hours thereof and comply with the prospectus delivery requirements of
the Act.

         On the date hereof, USA shall at its cost and expense file and use its
best efforts to have declared effective, an appropriate Registration Statement
with the Securities and Exchange Commission registering all of the Shares for
resale by Ratner under the Act. USA shall use its best efforts to keep the
Registration Statement effective and current for a 12 month period.

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         2. Verification of Suitability and Status as "Accredited Investor".
Ratner hereby represents to USA that it qualifies as an "accredited investor" as
such term is defined in Rule 501 promulgated under the Act because it is a
corporation not formed for the purpose of investing in the Company with total
assets in excess of $5,000,000.

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

                  (a) Ratner has received, read and understands the provisions
         of the following: (i) the Company's Annual Report on Form 10-KSB for
         the fiscal year ended June 30, 2001; (ii) the Company's draft
         Registration Statement on Form SB-2 covering the Shares to be filed
         today with the Securities and Exchange Commission; and (iii) the Risk
         Factors section incorporated by reference herein in Section 3(f)
         hereof. Ratner understands that all of the foregoing together with this
         Subscription Agreement shall be referred to herein as "Offering
         Materials". Ratner agrees to keep the information set forth in the
         draft Registration Statement in confidence until the Registration
         Statement has been filed with the Securities and Exchange Commission
         for at least 24 hours.

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

                  (c) Ratner understands that it is subscribing for the Shares
         without being furnished any literature or prospectus in connection with
         the offering of the Shares other than the Offering Materials, and that
         the offering of the Shares presented in the Offering Materials will not
         have been scrutinized by the securities administrator or similar
         bureau, agency, or department of the state of its incorporation.

                  (d) Ratner understands (i) that the Shares have not been
         registered under the Act or registered or qualified under the
         securities laws of the state of incorporation of Ratner (i.e.,
         Pennsylvania); (ii) that except as otherwise provided herein, Ratner
         has no right to require such registration or qualification; and (iii)
         that therefore Ratner must bear the economic risk of the investment for
         an indefinite period of time because the Shares may not be sold unless
         so registered or qualified or unless an exemption from such
         registration and qualification is available.

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         Although the Company has agreed to use its best efforts to register for
         resale the Shares with the Securities and Exchange Commission, 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, the Shares would not be registered for
         resale under the Act, and could only be sold by the holder in reliance
         upon exemptions from registration under the Act.

                  (e) Subject to being resold pursuant to an effective
         registration statement, the Shares are being purchased for Ratner's own
         account for investment purposes only and not for the interest of any
         other person and are 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, Ratner also understands that there may not be
         any established public trading market for the sale of the Shares.

                  (f) Ratner recognizes that the purchase of the Shares involves
         a high degree of risk including those special risks set forth under the
         caption "Risk Factors" and "Forward Looking Statements" in the draft of
         the Form SB-2 Registration Statement of the Company to be filed with
         the Securities and Exchange Commission on the date hereof, all of which
         are incorporated herein by reference.

                  (g) Subject to the registration rights set fort above, Ratner
         understands that its right to transfer the Shares will be restricted as
         set forth on the stock certificates. 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).

                  (h) All information which Ratner has provided t the Company
         including, but not limited to, its Social Security or tax
         identification number, its financial position, and status as an
         accredited investor, and its knowledge of financial and business
         matters is true, correct and complete as of the date of execution of
         this Subscription Agreement. Ratner understands that USA will rely in a
         material degree upon the representations contained herein.

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                  (i) Ratner maintains a business at the address shown on the
         signature page of this Subscription Agreement, at which address Ratner
         has subscribed for the Shares.

                  (j) Ratner understands that legends may be placed on any stock
         certificate representing the 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.

                  (k) The execution and delivery of this Agreement, and the
         consummation of the transactions contemplated hereby has been duly
         authorized by Ratner.

         4. Survival of Representations, Warranties, Covenants, Agreements and
Remedies. Except as specifically provided otherwise herein, all representations,
warranties, covenants, agreements and remedies of the parties hereto, shall
survive the date hereof.

         5. 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.

         6. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, as well as their respective heirs, personal
representatives, successors and assigns but no party may assign its obligations
hereunder.

         7. Pennsylvania Law Controls. This Agreement shall be construed in
accordance with and shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to its conflicts of law rules.




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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Subscription Agreement the date first above written.


                                    RATNER & PRESTIA, P.C.


                                    By: /s/ Paul Prestia
                                        ---------------------------------------
                                        Paul Prestia, President

                                    Address:

                                    One Westlakes
                                    Berwyn, Suite 301
                                    P.O. Box 980
                                    Valley Forge, PA 19482-0980


                                    USA TECHNOLOGIES, INC.

                                    By: /s/ George R. Jensen, Jr.
                                        ---------------------------------------
                                        George R. Jensen, Jr.,
                                        Chief Executive Officer

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