Exhibit 4.1

                            STOCK PURCHASE AGREEMENT

      This Stock  Purchase  Agreement is made this 13th day of December 2005, by
and  between  USA  TECHNOLOGIES,  INC.,  a  Pennsylvania  corporation  ("USA" or
"Company"), and the buyers identified on the signature pages hereto and detailed
on the attached Schedule A (each, a "Buyer", collectively, the "Buyers").

                                   Background

As more fully set forth herein,  the Buyers are  purchasing  from the Company an
aggregate amount of 40,000,000 shares of Common Stock of USA (the  "Securities")
for $.10 per share, for an aggregate subscription price of $4,000,000.

                                    Agreement

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

1. Subscription.  The Buyers hereby purchase the Securities from the Company and
the Company  hereby  sells and issues the  Securities  to the  Buyers.  USA will
deliver to the Buyers  certificates in the aggregate amount of 40,000,000 shares
of USA  Common  Stock duly  registered  in the name of the  respective  Buyer as
detailed  on Schedule A. In full  payment  for the  Securities,  the Buyers will
deliver to USA, upon receipt of the  Securities,  checks  payable to USA or wire
transfers of immediately available funds in the aggregate amount of $4,000,000.

No later than thirty days  following the date hereof,  USA shall at its cost and
expense  prepare and file and  thereafter  use its best efforts to have declared
effective  within  60 days from the date  hereof,  an  appropriate  Registration
Statement with the Securities and Exchange Commission ("SEC") registering all of
the  Securities  for resale by the holder under the  Securities  Act of 1933, as
amended  ("Act").  The  registration  statement  shall be  prepared as a "shelf"
registration  statement  under  Rule  415,  and the  Company  shall use its best
efforts  to have the  registration  statement  maintained  effective  until  the
earlier of (i) one year from the effective  date thereof,  or (ii) the date that
all of the  Securities  are resold  pursuant to the  registration  statement  or
otherwise.

<PAGE>

      In the event that the Registration Statement to be filed by the Company is
not declared  effective by the SEC within sixty days from the date hereof,  then
the Company will pay each Buyer as  liquidated  damages for such failure and not
as a  penalty  two  percent  (2%) of the  Purchase  Price  ("Liquidated  Damages
Amount") for each month beyond sixty days that the Registration Statement is not
effective.  Such payment of the liquidated  damages shall,  at the option of the
Buyers, be made to each Buyer within five (5) calendar days of demand either (1)
in cash, or (2) in additional  shares of common stock in the Company;  provided,
however,  that the  payment of such  liquidated  damages  shall not  relieve the
Company  from its  obligations  to  register  the  Securities  pursuant  to this
Agreement.

In accordance with its Articles of Incorporation,  Bylaws,  and the Pennsylvania
Business  Corporation  Law of 1988, the Board of Directors of USA has called for
and  approved  a special  meeting  of its  shareholders  (such  meeting  and any
adjournments or postponements thereof shall be referred to as the "Shareholders'
Meeting") for the purpose of among other matters  considering  and voting upon a
Plan of Recapitalization that would provide for a 1-for-100 reverse split of the
Company's   Common  Stock  and  an  amendment  to  the  Company's   Articles  of
Incorporation  to effect  the  reverse  split  ("Proposal").  The  Shareholders'
Meeting shall be held during the first quarter of calendar year 2006.  Under the
terms of the Plan of Recapitalization,  each one hundred shares of the Company's
currently  outstanding  shares  of  Common  Stock  will  be  exchanged  for  one
post-split  share of the Company's  Common Stock. The number of shares of Common
Stock into  which each  outstanding  warrant  or option is  exercisable  will be
proportionately  reduced  on a  100-to-1  basis,  the  exercise  price  of  each
outstanding  warrant or option will be  proportionately  increased on a 1-to-100
basis, and the conversion price of each outstanding convertible senior note will
be  proportionately  increased  on a 1-to-100  basis.  The number of  authorized
shares  of Common  Stock  and  Preferred  Stock  set  forth in the  Articles  of
Incorporation shall remain the same as currently  provided.  USA shall recommend
to its  shareholders the approval of the Proposal and shall solicit proxies from
its shareholders in favor of the Proposal.  The record date of the Shareholders'
Meeting would be the first business day following the date hereof. No later than
5  business  days  following  the date  hereof,  USA shall file with the SEC the
preliminary  proxy  statement  relating to the Special Meeting and the Proposal,
and shall forward to all  shareholders  entitled to notice of and to vote at the
Shareholders'  Meeting the  definitive  proxy  statement and proxy.  Each of the
Directors  of USA has agreed to vote all of such  Director's  shares in favor of
the Proposal.

<PAGE>

2. Verification of Status as "Accredited Investor". Each Buyer hereby represents
to USA that it qualifies as an "accredited  investor" as such term is defined in
Rule  501  promulgated  under  the 33  Act,  with  total  assets  in  excess  of
$5,000,000.  Each  Buyer  hereby  represents  that  it is not a  corporation  or
partnership formed for the specific purpose of acquiring the Securities.

3.  Representations And Warranties of the Company.  The Company hereby makes the
following representations and warranties to the Buyers:

      (a) Issuance of  Securities.  The issuance of the Securities has been duly
authorized by USA, and are validly issued, fully paid and non-assessable.

      (b) Corporate  Organization.  The Company is a corporation duly organized,
validly  existing and in good  standing  under the laws of the  Commonwealth  of
Pennsylvania,  with all requisite power, authority and licensing to own, operate
and lease its properties and carry on its business as now being conducted.

      (c)  Authority.  The  execution  and delivery of this  Agreement,  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by the Board of Directors of the Company and no other  corporate  proceedings on
the part of the Company are  necessary to authorize  this  Agreement or to carry
out the transactions contemplated hereby.

4.  Representations  by the Buyers.  Each Buyer  represents  and warrants to the
Company as follows:

      (a) Each Buyer has received,  read and  understands the provisions of each
      of the  following:  (i) the  Company's  Annual Report on Form 10-K for the
      fiscal year ended June 30, 2005; (ii) the Company's Current Report on Form
      8-K filed with the  Commission on September 28, 2005;  (iii) the Company's
      Quarterly  Report on Form 10-Q for the quarter  ended  September 30, 2005;
      (iv) the  Company's  Registration  Statement  on Form S-1  filed  with the
      Commission  on May 13, 2005 (File No.  333-124078);  (v) the risk  factors
      incorporated  by reference  herein in Section  4(i)  hereof;  and (vi) the
      definitive  proxy  statement of the Company filed with the SEC on November
      17, 2005. Buyer  understands that all of the foregoing  together with this
      Subscription   Agreement   shall  be  referred  to  herein  as   "Offering
      Materials".

<PAGE>

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

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

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

<PAGE>

      Although  the Company has agreed to use its best  efforts to register  for
      resale the Securities 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 Securities 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 Securities are being purchased for each Buyer'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 of USA is currently  traded on the OTC Bulletin  Board under
      the symbol  USTT,  each Buyer also  understands  that there may not be any
      established public trading market for the sale of the Securities.

      (f) Each Buyer  recognizes that the purchase of the Securities  involves a
      high  degree of risk  including  those  special  risks set forth under the
      caption "Risk  Factors" and "Forward  Looking  Statements" in the Form S-1
      Registration Statement of the Company (File No. 333-124078) filed with the
      Securities  and  Exchange  Commission  on May 13,  2005,  all of which are
      incorporated herein by reference.

      (g)  Subject  to the  registration  rights  set forth  above,  each  Buyer
      understands  that its right to transfer the Securities  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).   Each  Buyer  is  familiar  with  Regulation  M
      promulgated  under  the Act and  agrees  to  comply  with its  obligations
      thereunder.

      (h)  All  information  which  each  Buyer  has  provided  to  the  Company
      including,  but  not  limited  to,  its  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 Stock Purchase  Agreement.  Each Buyer
      understands   that  USA  will  rely  in  a   material   degree   upon  the
      representations contained herein.

<PAGE>

      (i) Each Buyer  maintains  a  principal  place of  business at the address
      shown on the signature  page of this Stock  Purchase  Agreement,  at which
      address each Buyer has subscribed for the Shares.

      (j) Each Buyer  understands  that legends may be placed on any certificate
      representing the Securities 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 Buyer.

5. 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.

6. 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.

<PAGE>

7.  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.

8.  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.

<PAGE>

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


                                                     BUYER:

                                                     THE DOW CHEMICAL EMPLOYEES'
                                                     RETIREMENT PLAN

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  39-6184045


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     BRITISH COLUMBIA INVESTMENT
                                                     MANAGEMENT CORPORATION

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                      N/A


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     GOVERNMENT OF SINGAPORE
                                                     INVESTMENT CORPORATION PTE
                                                     LTD

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                      N/A


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     THE RETIREMENT PROGRAM PLAN
                                                     FOR EMPOLYEES OF UNION
                                                     CARBIDE CORPORATION

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  22-1211670


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     THE ROBERT WOOD JOHNSON
                                                     FOUNDATION

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor

Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  22-6029397


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     HOWARD HUGHES MEDICAL
                                                     INSTITUTE

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  59-0735717


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     WTC-CIF EMERGING COMPANIES
                                                     PORTFOLIO

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  04-2767481


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     WTC-CTF EMERGING COMPANIES
                                                     PORTFOLIO

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  04-6657595

                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     PUBLIC SECTOR PENSION
                                                     INVESTMNET BOARD

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  98-0387870


                                                  USA TECHNOLOGIES, INC.

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

<PAGE>

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


                                                     BUYER:

                                                     OREGON INVESTMENT COUNCIL

                                                     By: WELLINGTON MANAGEMENT
                                                     COMPANY, LLP, as investment
                                                     advisor


Witness: /s/ Madeline Ruff                           /s/ Robert J. Toner
         -----------------                           -------------------
                                                     Print Name: Robert J. Toner
                                                     Title: Vice President and
                                                            Counsel

                                                  Address:
                                                  Care Of: Wellington Management
                                                  Company, LLP
                                                  Attention: Heather Smith
                                                  75 State Street
                                                  Boston, MA 02109

                                                  Tax Identification Number:
                                                  93-6001869


                                                  USA TECHNOLOGIES, INC.

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