Exhibit 10.6

                              TERMINATION AGREEMENT

         This Termination  Agreement (this "Agreement") is made this 31st day of
December,  2003, by and between Eastman Kodak Company,  a New Jersey corporation
("Kodak"),  Maytag Corporation, a Delaware corporation ("Maytag"),  Dixie-Narco,
Inc., a Delaware  corporation,  and wholly-owned  subsidiary of Maytag Holdings,
Inc, which is a wholly-owned subsidiary of Maytag ("Dixie"), and Stitch Networks
Corporation,  a Delaware corporation,  which is a wholly-owned subsidiary of USA
Technologies,   Inc.  and  successor  in  interest  to  e-Vend.net   Corporation
("Stitch").

                                   BACKGROUND

         Kodak,  Maytag,  Dixie,  and Stitch are parties to that certain Vending
Placement,  Supply and Distribution  Agreement dated December 1, 2000, the First
Amendment  thereto  dated as of  December  18,  2000,  and the Second  Amendment
thereto  dated  as  of  June  20,  2001  (collectively,   "Vending   Agreement";
capitalized  terms  used  without  definition  herein  shall  have the  meanings
assigned to them in the Vending  Agreement).  Pursuant to the Vending Agreement,
the  parties  formed a strategic  alliance to market and execute a large  scale,
national vending program under which Stitch purchased all of its requirements of
Kodak consumer  cameras and film from Kodak,  and distributed and sold the Kodak
merchandise solely from vending machines purchased from Dixie. As more fully set
forth herein, the parties desire to terminate the Vending Agreement.

<PAGE>

                                    AGREEMENT

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

         1.  Termination.  Subject to the terms and  conditions set forth below,
the parties hereby terminate the Vending  Agreement as of the date hereof.  From
and after the date hereof,  the Vending Agreement shall have no further force or
effect  whatsoever and shall be null and void,  other than any provisions of the
Vending Agreement which survive expiration or termination pursuant to Section 34
of the Vending Agreement or pursuant to the terms of this Agreement.

         2.  Kodak  Payment.  On the date  hereof,  Kodak has  delivered  to USA
Technologies,  Inc. ("USA") the sum of $736,399 (the "Kodak Payment") and Stitch
hereby  acknowledges  that it has authorized USA to receive such sum on Stitch's
behalf.  The Kodak  Payment  consists  of a cash  payment by Kodak to USA in the
amount of  $674,649  and a credit of $61,750  representing  the  amount  owed by
Stitch to Kodak in connection  with payments made by Kodak to Stitch for removal
of Vending  Machines.  Stitch  hereby  represents  and  warrants  that the Kodak
Payment  represents  payment in full by Kodak of all of the  amounts due to U.S.
Bancorp Leasing & Financial by Stitch under Master  Agreement dated May 22, 2001
by and between  U.S.  Bancorp and Stitch (the "Master  Agreement")  and that the


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<PAGE>

funds borrowed by Stitch under the Master  Agreement were used by Stitch to fund
the  purchase  from  Dixie  of the  Vending  Machines  covered  by  the  Vending
Agreement.  The parties  agree that the payment by Kodak of the Kodak Payment is
in full and final  resolution  of all  payments due by Kodak and that no further
sums are or will be  owed,  either  under  the  Master  Agreement,  the  Vending
Agreement or the Termination Agreement.

         3. Maytag, Dixie and Stitch Actions.

            A. As of the  date  hereof,  the  vending  machines  covered  by the
Vending  Agreement  ("Vending  Machines")  are  located  at  the  284  locations
identified in Exhibit "A" attached hereto ("Locations").  Maytag and Dixie shall
use their reasonable best efforts to remove all of the Vending Machines from the
Locations  within 180 days from the date  hereof at their sole cost and  expense
and shall purchase each Vending  Machine from Stitch as described in Paragraph C
below.  For each of those nineteen (19) Locations  designated as legend type "C"
in Exhibit "A" whose  Customer  Agreements  (as defined in Paragraph E below) do
not terminate  within ninety (90) days of the date hereof,  Stitch shall use its
best efforts to negotiate at its sole cost and expense the early  termination of
the Customer  Agreement during such ninety (90) day period. If any such Customer
Agreement is


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<PAGE>

not so terminated by March 31, 2004, then Maytag and Dixie shall not be required
to remove such Vending  Machine  from the  Location,  and in such event,  Stitch
shall,  at its sole cost and expense,  remove any such Vending  Machine from the
Location upon termination of the related Customer Agreement.

            B. Stitch shall be responsible for accurately  informing  Maytag and
Dixie of the  location  of each  Vending  Machine  and will work with Maytag and
Dixie to the extent reasonably  necessary in order to co-ordinate the removal by
Maytag and Dixie of each  Vending  Machine  from each  Location.  If the Vending
Machine is not  located at the place  Stitch  indicates,  then  Maytag and Dixie
shall be  reimbursed  by Stitch for all of its expenses in  attempting to remove
the Vending Machine.  If Stitch does not reimburse Dixie within thirty (30) days
of notice of any such expenses, Dixie shall have no further obligation to remove
any Vending Machines under this Agreement,  and in such event,  Stitch shall, at
its sole cost and  expense,  remove  any  remaining  Vending  Machines  from the
Locations  upon  termination  of the  related  Customer  Agreement.  Dixie's and
Maytag's  obligation to remove the Vending  Machines in this  paragraph does not
begin until Stitch  confirms in writing  that Dixie has  authority to remove the
Vending Machine and provides a name and address and phone number of the vendor.


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<PAGE>

            C. Within 15 days after the end of each calendar  month,  Maytag and
Dixie shall deliver to Stitch the sum of Three Hundred  Dollars  ($300) for each
and every Vending  Machine removed by Dixie and Maytag from the Locations at any
time during the immediately preceding calendar month. Upon receipt of payment by
Stitch for a Vending  Machine,  the title to the Vending Machine shall pass from
Stitch to Maytag and Dixie, and Stitch shall thereafter upon request execute and
deliver any and all documents required to confirm such title in Maytag or Dixie.
Stitch shall not be  responsible  for the condition of the Vending  Machines and
Maytag  and  Dixie  agree to  accept  the  Vending  Machines  in  their  "as is"
condition. Any and all product contained in the Vending Machine shall be removed
by Stitch prior to removal of each  Vending  Machine from the Location and shall
remain the property of Stitch.

            D. The amount of  $123,716  currently  due from  Stitch to Dixie and
which was incurred in connection with the purchase of Vending Machines is hereby
canceled  and  forgiven  by  Maytag  and Dixie  and no  further  sums are due in
connection therewith by Stitch.


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<PAGE>

            E. Stitch hereby represents and warrants to Kodak,  Maytag and Dixie
that:  (i) each of Locations has entered into a placement  agreement with Stitch
covering  the  installation,   maintenance  and  use  of  the  Vending  Machines
("Customer Agreements");  (ii) each of the Customer Agreements authorizes Stitch
to remove the Vending  Machine from the  Locations;  and (iii) except for the 38
locations  designated  as legend  type "B" or "C" on Exhibit  "A",  all of these
Customer Agreements  automatically terminate upon the termination of the Vending
Agreement.

         F. Stitch  hereby agrees to indemnify  Maytag,  Dixie and Kodak against
any claims by any person related to the removal of any Vending  Machine from any
Location in  accordance  with the terms of this  Agreement,  including,  without
limitation,  any claim that such  removal  constitutes  a breach of any Customer
Agreement.  Such indemnification shall include reasonable attorneys fees whether
incurred in a third-party action or in an action to enforce this Agreement.

         4. Kodak Release.

            A. Kodak fully, irrevocably and forever releases and discharges each
of Maytag,  Dixie-Narco,  and Stitch,  and each of their respective  present and
former   officers,   directors,    employees,    representatives,    affiliates,
subsidiaries,


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<PAGE>

successors, assigns, and agents of any of them, in their individual and official
capacities (collectively referred to herein as the "Kodak Released Parties"), of
and from any and all claims, demands, causes of action, complaints,  suits, sums
of  money,  compensation,   commissions,   fees,  wages,  income,  damages,  and
liabilities  whatsoever,  whether  contingent  or fixed,  matured or  unmatured,
vested or  unvested,  existing or  hereafter  accruing,  known or  unknown,  and
whether based upon statute, federal or state law, contract, tort, common law, or
any other legal or  equitable  theory,  which Kodak ever had, now has, or may or
can  hereafter  have,  against the Kodak  Released  Parties for,  based upon, by
reason of, or arising out of the Vending Agreement;  provided, however, that the
foregoing  release  shall not apply  with  respect  to any  breaches  by Maytag,
Dixie-Narco, and Stitch of any of their respective representations,  warranties,
covenants and  agreements  under this  Agreement or under the Vending  Agreement
which survive termination pursuant to the terms of this Agreement.

            B. Kodak represents and warrants to each of Maytag, Dixie-Narco, and
Stitch  that it has not  sold,  assigned,  transferred,  conveyed  or  otherwise
disposed of any claim,  demand or cause of action relating to any matter covered
by this Section 4.


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<PAGE>

         5. Maytag Release.

            A. Maytag and  Dixie-Narco,  jointly and  severally,  hereby  fully,
irrevocably and forever  releases and discharges  each of Kodak and Stitch,  and
each of their  respective  present and former  officers,  directors,  employees,
representatives,  affiliates,  subsidiaries,  successors, assigns, and agents of
any of them, in their individual and official capacities  (collectively referred
to herein as the  "Maytag  Released  Parties"),  of and from any and all claims,
demands,  causes of  action,  complaints,  suits,  sums of money,  compensation,
commissions,  fees, wages, income, damages, and liabilities whatsoever,  whether
contingent  or fixed,  matured or  unmatured,  vested or  unvested,  existing or
hereafter accruing, known or unknown, and whether based upon statute, federal or
state law,  contract,  tort, common law, or any other legal or equitable theory,
which Maytag or Dixie ever had, now has, or may or can hereafter  have,  against
the Maytag Released Parties for, based upon, by reason of, or arising out of the
Vending Agreement; provided, however, that the foregoing release shall not apply
with  respect to any  breaches  by Kodak and  Stitch of any of their  respective
representations,  warranties,  covenants and agreements  under this Agreement or
under the Vending Agreement which survive  termination  pursuant to the terms of
this Agreement.


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<PAGE>

            B. Each of Maytag and Dixie-Narco represents and warrants to each of
Kodak and Stitch that neither of them has sold, assigned, transferred,  conveyed
or otherwise  disposed of any claim,  demand or cause of action  relating to any
matter covered by this Section 5.

         6. Stitch Release.

            A. Stitch fully,  irrevocably  and forever  releases and  discharges
each of Kodak, Maytag, and Dixie-Narco, and each of their respective present and
former   officers,   directors,    employees,    representatives,    affiliates,
subsidiaries,  successors,  assigns,  and  agents  of  any  of  them,  in  their
individual  and  official  capacities  (collectively  referred  to herein as the
"Stitch Released Parties"),  of and from any and all claims,  demands, causes of
action,  complaints,  suits,  sums of money,  compensation,  commissions,  fees,
wages, income, damages, and liabilities whatsoever, whether contingent or fixed,
matured or unmatured,  vested or unvested, existing or hereafter accruing, known
or unknown,  and whether  based upon  statute,  federal or state law,  contract,
tort, common law, or any other legal or equitable theory, which Stitch ever had,
now has, or may or can hereafter have,  against the Stitch Released Parties for,
based upon,  by reason of, or arising out of the  Vending  Agreement;  provided,
however, that the foregoing release shall not apply with respect to any breaches
by Kodak,  Maytag,  and Dixie-Narco of any of their respective  representations,
warranties,  covenants and agreements  under this Agreement or under the Vending
Agreement which survive termination pursuant to the terms of this Agreement.


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<PAGE>

            B. Stitch  represents  and  warrants to each of Kodak,  Maytag,  and
Dixie-Narco that it has not sold, assigned,  transferred,  conveyed or otherwise
disposed of any claim,  demand or cause of action relating to any matter covered
by this Section 6.

            C. Stitch  represents  and  warrants to each of Kodak,  Maytag,  and
Dixie-Narco  that it is the successor in interest to e-Vend.net  Corporation and
has full authority to enter into and perform this Agreement.

            D.  During  period  beginning  of the date  hereof and ending on the
Final Removal Date (as defined in paragraph E below),  Stitch shall use its best
efforts to continue to provide,  or cause to be provided,  stocking services for
Kodak  Merchandise  with  respect to each  Vending  Machine  until such  Vending
Machine is removed from its Location.

            E. As of the date the  last  Vending  Machine  is  removed  from its
Location by Stitch (the "Final Removal Date"),  all unused Kodak  Merchandise in
Stitch's  inventory as of such date may be returned to Kodak in accordance  with
Kodak's  standard  return  procedures as stated in Sections 11.3 through 11.5 of
the Vending Agreement.  All Kodak trademark and other Kodak  identification must
be removed  from each  Vending  Machine as of the date such  Vending  Machine is
removed from its Location.


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<PAGE>

            F. Kodak and Stitch agree that Section 9.2 of the Vending  Agreement
shall apply with  respect the period  beginning on the date hereof and ending on
the  Final  Removal  Date.   Stitch  shall   continue  to  deliver  to  Kodak  a
Reconciliation  Statement  (as defined in Section 9.2 of the Vending  Agreement)
with respect to each month closing in such period;  provided,  however,  that if
the Final  Removal  Date is not the last day of a month then  Stitch  shall also
deliver  to  Kodak  within  thirty  (30)  days  of  the  Final  Removal  Date  a
Reconciliation  Statement with respect to the period  beginning on the first day
of such month and ending on the Final  Removal  Date.  Kodak and Stitch  further
agree that (i) in the event the e-Vend  Purchase  Price exceeds the Dealer Cost,
e-Vend shall forward to Kodak with the related Reconciliation  Statement a check
in an amount equal to the amount by which the e-Vend  Purchase Price exceeds the
Dealer  Cost and (ii) in the event the Dealer Cost  exceeds the e-Vend  Purchase
Price, Kodak shall forward to e-Vend a check in an amount equal to the amount of
the excess.

         7.   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 expressly
set forth herein.  The titles and captions of the Sections of this Agreement are
for the  convenience  of the parties  only,  and shall not affect,  enlarge,  or
modify the terms and conditions of this  Agreement,  and shall not be considered
in any  manner  whatsoever  in the  interpretation,  intent,  or meaning of this
Agreement.


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<PAGE>

         8. 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.

         9. Waiver,  Modification,  etc..  Any party to this Agreement may waive
any of the terms or  conditions  of this  Agreement  or agree to an amendment or
modification  to this Agreement by an agreement in writing  executed in the same
manner (but not necessarily by the same persons) as this Agreement. No amendment
or modification of this Agreement shall be binding unless in writing executed by
the party  amending or waiving  such term or  condition  of this  Agreement.  No
waiver  of any of the  provisions  of this  Agreement  shall be  deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),  nor
shall any waiver  constitute  a continuing  waiver  unless  otherwise  expressly
provided.

         10. Notice.  Any notice or other  communications  required or permitted
hereunder shall be sufficiently  given if sent by certified mail, return receipt
requested, postage prepaid, addressed as follows:


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<PAGE>

                  If to Stitch:

                         Stitch Networks Corporation
                         100 Deerfield Lane, Suite 140
                         Malvern, PA 19355
                         Attn. Stephen P. Herbert,
                               President

                  If to Kodak:

                         Eastman Kodak Company
                         3003 Summit Boulevard, Suite 1100
                         Atlanta, GA 30319
                         Attn. Alex Hodges, Director of Capture Marketing

                     with a copy to:

                         Eastman Kodak Company
                         343 State Street
                         Rochester, NY 14650-0207
                         Attn. Legal Department

                  If to Maytag or Dixie-Narco:

                         Maytag Corporation Law Department
                         403 W. 4th Street North
                         Newton, Iowa 50208
                         Attn: General Counsel

         11. Governing Law. This Agreement shall be construed in accordance with
and shall be governed by the laws of the State of New York without regard to any
conflicts of law rules which would  require the  application  of the laws of any
other jurisdiction.

         12. Consent to  Jurisdiction.  Each of the parties  hereto  irrevocably
consents  to the  jurisdiction  of the state  courts of New York and the  United
States  District Court for the Western  District of New York with respect to all
matters  arising from this  Agreement,  for that limited  purpose only, and each
Party waives any  objections to venue in such courts and agrees that process may


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<PAGE>

be served in the manner  provided  herein for giving of notices or  otherwise as
allowed by the applicable court;  provided,  however, that each Party agrees not
to commence  any action,  suit or  proceeding  in state court  unless the United
States District Court for the Western  District of New York lacks subject matter
jurisdiction  with  respect to the  dispute or  otherwise  is unable to hear the
matter.

         13.  Arbitration.  Any  dispute  arising  out of or  relating  to  this
Agreement  shall be settled by arbitration  before a panel of three  independent
and impartial  arbitrators (the "Arbitration Panel") in accordance with the then
current  commercial  arbitration rules of the American  Arbitration  Association
("AAA").  Each party to this Agreement who is party to such dispute shall select
one  member of the  Arbitration  Panel.  If there are only two  parties  to such
dispute,  the third member of the Arbitration Panel shall be jointly selected by
the other  members of the  Arbitration  Panel.  In no case shall there be any ex
parte communications  between any party hereto and any member of the Arbitration
Panel regarding any dispute between the parties. The Arbitration Panel shall not
have the authority to make any ruling, finding or award that does not conform to
the terms and conditions of this Agreement.  The site of any arbitration brought


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<PAGE>

pursuant to this Agreement  shall be at a location to be mutually agreed upon by
the parties to such  arbitration.  All discovery  activities  shall be completed
within 60 days after the initial meeting of the Arbitration  Panel. The award of
the  Arbitration  Panel shall be (i) final and binding  upon the  parties,  (ii)
issued within 90 days after the initial meeting of the Arbitration  Panel, (iii)
in writing and (iv) set forth the  factual  and legal bases for such award.  The
Arbitration  Panel is to award  attorneys'  fees and costs of the arbitration to
the prevailing  party.  Judgment on the award rendered by the Arbitration  Panel
may be entered and enforced in any court having jurisdiction thereof.

         14.  Counterparts.  This  Agreement  may  be  signed  in  two  or  more
counterparts which counterparts shall constitute a single,  integrated agreement
binding upon all the signatories to such counterparts.

         15. Expenses.  Except as specifically  provided otherwise herein,  each
party  hereto shall pay its own expenses  arising  from this  Agreement  and the
transactions contemplated hereby, including,  without limitation,  all legal and
accounting fees and disbursements;  provided, however, that nothing herein shall
limit or otherwise modify any right of the parties to recover such expenses from
the other in the event any party hereto breaches this Agreement.


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<PAGE>

         16.  Further  Assurances.  Each of the parties  hereto shall  hereafter
execute and deliver such further  documents and  instruments and do such further
acts and things as may be required or useful to carry out the intent and purpose
of this Agreement and as are not inconsistent with the terms hereof.

         17.  Severability.  In case any  provision of this  Agreement  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


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<PAGE>

                        IN WITNESS  WHEREOF,  the parties hereto,  have executed
and delivered this Agreement the day and year above written.


                                      EASTMAN KODAK COMPANY


Attest:                                    By: /s/ Gerald Quindler
--------------------------------               ---------------------------------
                                      Name: Gerald Quindler
                                           -------------------------------------
                                      Title: VP GM WW Sales & Ops
                                            ------------------------------------


                                      MAYTAG CORPORATION


Attest:                                    By: /s/ Roger K. Scholten
--------------------------------               ---------------------------------
                                      Name: Roger K. Scholten
                                           -------------------------------------
                                      Title: Sr. VP
                                            ------------------------------------


                                      DIXIE-NARCO, INC.

Attest:                                    By: /s/ Roger K. Scholten
--------------------------------               ---------------------------------
                                      Name: Roger K. Scholten
                                           -------------------------------------
                                      Title: Asst. Secretary
                                            ------------------------------------


                                      STITCH NETWORKS CORPORATION

Attest:                                    By: /s/ Stephen P. Herbert
--------------------------------               ---------------------------------
                                      Name: Stephen P. Herbert
                                           -------------------------------------
                                      Title: President
                                            ------------------------------------



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