FIFTH AMENDMENT TO EMPLOYMENT AND
                            NON-COMPETITION AGREEMENT

         This Fifth Amendment is made this 16th day of July 2003, by and between
GEORGE R. JENSEN,  JR.  ("Jensen"),  and USA TECHNOLOGIES,  INC., a Pennsylvania
corporation ("USA").

                                   Background

         USA and Jensen entered into an Employment And Non-Competition Agreement
dated November 20, 1997, a First Amendment thereto dated June 17, 1999, a Second
Amendment  thereto  dated  February 22, 2000, a Third  Amendment  thereto  dated
January  16,  2002,  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 of the Agreement is hereby
deleted and the  following new  subparagraph  (a) is hereby  substituted  in its
place:
                  (a) USA shall employ  Jensen as Chairman  and Chief  Executive
                  Officer  commencing on the date hereof and continuing  through
                  June 30,  2005 (the  "Employment  Period")  and Jensen  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.


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         B.  Subparagraph  (d) of Section 2.  Compensation  and  Benefits of the
Agreement is hereby  deleted and the  following new  subparagraph  (d) is hereby
substituted in its place:

         (d) As a further  incentive  to Jensen,  USA believes it is in the best
         interest  of USA to issue  to  Jensen  shares  of  Common  Stock of USA
         ("Common  Stock") in the event there is a USA  Transaction  (as defined
         below), all as more fully described in Section 4 hereof.


         C. The  following  new  subparagraph  (e) is hereby added to Section 2.
Compensation and Benefits of the Agreement:

         (e) On the date of the execution  and delivery of the Fifth  Amendment,
         USA shall  issue to Jensen  10,500,000  shares of fully  vested  Common
         Stock.  Jensen acknowledges that the Common Stock has not been and will
         not be registered  under the Act or under any state securities law, and
         the Common  Stock can not be sold or  transferred  unless  such  Common
         Stock has been registered  under the Act or such state securities laws,
         or  unless  USA has  received  an  opinion  of its  counsel  that  such
         registration is not required.  Jensen acknowledges that the issuance of
         the shares to him represents taxable income to him and that he (and not
         USA) shall be  responsible  for the payment of any and all income taxes
         attributable  to the  issuance of the shares to him. 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. In connection
         with the  issuance  of the  shares of Common  Stock to him,  Jensen has
         executed and delivered to USA a Lock-up Agreement.


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         D. The title of Section 4. Seven  Percent  Rights.  of the Agreement is
hereby deleted and the following new title of Section 4 is hereby substituted in
its place:

         SECTION 4. Common Stock Rights.

         E. The first  sentence of  subparagraph  A. of Section

4. Common Stock Rights of the Agreement is hereby  deleted and the following new
first sentence of subparagraph A. is hereby substituted in its place:

         A.  If  at  any  time  after  the  date  hereof  there  shall  be a USA
Transaction,  USA shall issue to Jensen an  aggregate  of  14,000,000  shares of
Common Stock (the "Rights")  subject to adjustment as provided in subparagraph B
of this Section 4.

         F. The first  sentence of  subparagraph  B. of Section 4. Common  Stock
         Rights.   of  the  Agreement  is  hereby   deleted  and  the  following
         substituted in its place:

         The  number of shares of Common  Stock to be issued to Jensen  upon the
         occurrence of a USA  Transaction  shall be subject to  adjustment  from
         time to time  only as set  forth  hereinafter:  (i) in case  USA  shall
         declare a Common Stock dividend on the Common Stock, then the number of
         shares shall be  proportionately  increased 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;  or (ii) if USA
         shall  at  any  time   subdivide  its   outstanding   Common  Stock  by
         recapitalization,  reclassification or split-up thereof,  the number of
         shares  shall be  proportionately  increased,  and, if USA shall at any
         time   combine   the   outstanding    shares   of   Common   Stock   by
         recapitalization,  reclassification, or combination thereof, the number
         of shares shall be  proportionately  decreased.  Any such adjustment to
         the number of shares shall become effective at the close of business on
         the record date for such subdivision or combination.


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         G.  The   following  new  sentence  is  hereby  added  to  the  end  of
         subparagraph  F. of Section 4. Common Stock Rights.  of the  Agreement:
         The Rights  shall be  transferable  under and pursuant to the last will
         and testament of Jensen in accordance  with this  subparagraph  F., and
         the death of Jensen shall not affect the Rights,  and in such event the
         Rights shall continue in full force and effect in accordance  with this
         Section 4.

         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.

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

         4. Effective  Time. The amendments to the Agreement made in Paragraph 1
hereof shall be effective from and after the date of the Agreement.

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


                                             /s/ George R. Jensen, Jr.
                                             ------------------------
                                             GEORGE R. JENSEN, JR.


                                             USA TECHNOLOGIES, INC.


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