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                                LOCK-UP AGREEMENT

         In order to induce USA Technologies,  Inc., a Pennsylvania  corporation
("USTT"),  to issue to George R. Jensen,  Jr.  ("Jensen"),  10,500,000 shares of
Common  Stock of USTT  (hereinafter,  the "USTT Common  Stock")  pursuant to the
Fifth  Amendment to the Employment and  Non-Competition  Agreement dated of even
date  herewith  between  USTT and Jensen (the  "Employment  Agreement"),  Jensen
represents and agrees as follows:

         1. Lock-Up Agreement

              a.  Lock-Up  Period.  The lock-up  period  shall begin on the date
hereof (July 16, 2003) and remain in effect so long as Jensen shall own the USTT
Common Stock (the "Lock-Up Period").  During the Lock-Up Period, the USTT Common
Stock may only be transferred by Jensen in accordance  with this  Agreement.  In
this regard, during the Lock-Up Period:

              (i) Jensen  agrees not to (x) offer,  pledge,  sell,  contract  to
sell,  sell any option or contract  to  purchase,  purchase  any option to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly,  any USTT Common Stock or any securities convertible
into or exercisable or exchangeable for the USTT Common Stock, or (y) enter into
swap or other  arrangements  that  transfers  all or a portion  of the  economic
consequences  associated with the ownership of any USTT Common Stock (regardless
of  whether  any of the  transactions  described  in clause  (x) or (y) is to be
settled by the delivery of USTT Common Stock,  in cash or  otherwise),  provided
that Jensen  shall be permitted to transfer the USTT Common Stock to a Permitted
Transferee (as defined below), provided further that such transferee shall agree
in writing to be bound by the provisions  hereof and that such transfer shall be
in accordance with all applicable securities laws; and

              (ii) Jensen authorizes USTT to cause the transfer agent to decline
transfer  and/or to note stop transfer  restrictions  on the transfer  books and
records of USTT with  respect  to any USTT  Common  Stock for which  Jensen is a
record holder, and, in the case of such shares or securities for which Jensen is
the beneficial  but not the record holder,  agrees to cause the record holder to
cause the  transfer  agent to  decline  transfer  and/or  to note stop  transfer
restrictions  on the  transfer  books and  records of USTT with  respect to such
shares.


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              b. Expiration of Lock-Up Period.  Notwithstanding the restrictions
of Section 1.a hereof, the Lock-Up Period shall expire and terminate immediately
in  connection  with  2,500,000  shares of the USTT Common Stock on the one year
anniversary  of the date  hereof  (i.e.,July  16,  2004),  and shall  expire and
terminate  immediately in connection  with  8,000,000  shares of the USTT Common
Stock on the two year anniversary of the date hereof (i.e.,July 16, 2005).

              c.  Permitted  Transferee.  For  the  purposes  hereof,  the  term
Permitted  Transferee  shall  mean any of the  following:  a member of  Jensen's
immediate  family;  a trust,  the  beneficiary  of which is Jensen  or  Jensen's
immediate  family; or a person to whom the USTT Common Stock is transferred from
Jensen by will or the laws of descent and distribution.

         2. Legend.

         Jensen understands that all certificates representing USTT Common Stock
shall bear a legend substantially in the form set forth below:

                  "The shares  represented by this certificate may be subject to
         certain  restrictions  by the  terms  of a  certain  Lock-Up  Agreement
         entered into by the initial  holder hereof,  a copy of which  agreement
         may be inspected  by the holder of this  certificate  at the  principal
         office of the  corporation,  or  furnished  by the  corporation  to the
         holder of this certificate upon written request without charge."

         3. Miscellaneous.

              a. This Agreement shall be governed in accordance with the laws of
the Commonwealth of Pennsylvania.

              b.  This  agreement  is  irrevocable  and will be  binding  on the
undersigned and the successors,  heirs, personal  representatives and assigns of
the undersigned.

              c. The undersigned has carefully read this Agreement and discussed
its  requirements  to the extent the  undersigned  believed  necessary  with the
undersigned's  counsel.


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              d. For all purposes  hereof,  the term "USTT  Common  Stock" shall
only  include and mean the shares of USTT Common  Stock  issued to the Jensen by
USTT as a result  of the  Employment  Agreement,  and the  restrictions  of this
Agreement  shall  only  apply to those  10,500,000  shares  and not to any other
shares of Common Stock  whatsoever  held by Jensen at any time (whether prior to
or after the date hereof).


Dated: July 16, 2003


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