Exhibit 10.4.3

                       FOURTH AMENDMENT TO EMPLOYMENT AND
                            NON-COMPETITION AGREEMENT

         This Fourth  Amendment is made as of the 15th day of April 2002, by and
between  HAVEN  BROCK  KOLLS,  JR.  ("Kolls"),  and USA  TECHNOLOGIES,  INC.,  a
Pennsylvania corporation ("USA").

                                   Background

         USA and Kolls entered into an Employment And Non-Competition  Agreement
dated  May 1,  1994,  a First  Amendment  thereto  dated May 1,  1995,  a Second
Amendment  thereto  dated March 20, 1996,  and a Third  Amendment  thereto dated
February  22,  2000  (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:

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                      (a) USA shall  employ  Kolls as Senior  Vice
             President, Research & Development,  commencing on the
             date hereof and continuing through June 30, 2004 (the
             "Employment  Period") and Kolls  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, 2004, 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.

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

                      (a)  In   consideration   of  his   services
             rendered, commencing April 15, 2002, USA shall pay to
             Kolls a base salary of  $150,000  per year during the
             Employment   Period,   subject  to  any   withholding
             required by law. Kolls"s base salary may be increased
             from time to time in the  discretion  of the Board of
             Directors.

         C. The  following  new  subparagraphs  (v), (vi) and (vii) are added to
Subparagraph (b) of Section 2. Compensation and Benefits of the Agreement:


<PAGE>

(v) On April 15, 2002,  USA shall issue to Kolls 200,000  shares of fully vested
Common Stock as a bonus.  Kolls  acknowledges that the Common Stock has not been
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.  Notwithstanding
the foregoing, USA shall at its cost and expense prepare and file a registration
statement with the Securities and Exchange  Commission covering these shares for
resale under the Act,  and shall use its best efforts to have such  registration
statement declared  effective and to remain current and effective.  These shares
shall  represent  the shares  underlying  the  options to purchase up to 200,000
shares at $.40 per share  which were  granted to Kolls by USA in  November  2001
(and which became  vested in March 2002).  These  options shall be canceled upon
the issuance to Kolls by USA of the shares without any payment by Kolls to USA.

(vi) USA  shall pay to Kolls the sum of  $50,000  in cash in order to  reimburse
Kolls for the  income  tax  payable  by him as a result of the  shares of Common
Stock  delivered to him as a bonus during the 2001 calendar  year.  These monies
shall be paid to Kolls as follows:  up to fifty percent on April 15, 2002,  with
the balance to be paid in six equal consecutive monthly installments  commencing
May 2002. In the alternative,  and in lieu of any cash payment,  Kolls may elect
to  receive  shares of Common  Stock or other  securities  of USA having a value
equal to such cash payment.


<PAGE>


(vii) Effective April 15, 2002, USA shall issue to Kolls fully vested options to
purchase up to 50,000 shares of Common Stock.  Each option shall be  exercisable
at $.40 per share.  The options  shall be  exercisable  at any time on or before
April 15, 2005 and shall have a cashless  exercise feature.  Kolls  acknowledges
that all of the foregoing options are  non-qualified  stock options and not part
of a qualified  stock option plan and do not constitute  incentive stock options
as such term is defined under Section 422 of the Internal  Revenue Code of 1986,
as amended,  and are not part of an employee  stock  purchase plan as defined in
Section 423  thereunder.  Kolls  acknowledges  that  neither the options nor the
Common Stock  underlying the options has been registered  under the Act or under
any state securities law, and can not be sold or transferred unless such options
or 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.  Notwithstanding the foregoing,  USA shall at its cost and expense
prepare and file a  registration  statement  with the  Securities  and  Exchange
Commission covering the shares of Common Stock underlying the options for resale
under  the  Act,  and  shall  use its best  efforts  to have  such  registration
statement declared effective and to remain current and effective.


<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Fourth
Amendment as of the day and year first above written.



                                                      USA TECHNOLOGIES, INC.


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


                                                      /s/ Haven Brock Kolls, Jr.
                                                      --------------------------
                                                      HAVEN BROCK KOLLS, JR.