2004-A COMMON STOCK
                             SUBSCRIPTION AGREEMENT


USA TECHNOLOGIES, INC.
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
Attn: George R. Jensen, Jr.,
      Chief Executive Officer

Dear Mr. Jensen:

      I understand that the Company is offering for sale (the  "Offering") up to
35,000,000  shares of Common Stock of the Company ("Common Stock") at a price of
$.15 per share.

      The Offering  will  terminate on April 30,  2004,  unless  extended by the
Company for up to thirty  additional  days. There is no minimum offering amount,
and all subscription proceeds would be placed directly into the bank accounts of
the  Company as  subscription  funds are  received.  If all of the Common  Stock
offered in the private  placement  is sold,  the  Company  would  receive  gross
proceeds of $5,250,000. The Company reserves the right to increase the amount of
Common  Stock sold in this  Offering and to extend the  termination  date of the
Offering at any time and from time to time without notice to the undersigned.

      Promptly following the termination of the Offering, the Company shall file
(expected  to be filed on or before June 30,  2004) and use its best  efforts to
have  declared  effective,  an  appropriate   registration  statement  with  the
Securities and Exchange Commission registering all of the shares of Common Stock
for resale under the Securities Act of 1933, as amended (the "Act"). The Company
shall  use its best  efforts  to keep the  registration  statement  current  and
effective for a period of two years from the completion date of the Offering.

      For a period of six months following the termination of this Offering, the
Company  shall  not sell  Equity  Securities  for a price per share of less than
fifteen cents  ($.15)(subject to equitable  adjustment for stock splits or stock
combinations  or other stock  reorganizations).  For  purposes  hereof,  "Equity
Securities"  shall mean  either  Common  Stock or any debt or equity  securities

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which are convertible into,  exercisable or exchangeable for, or carry the right
to receive additional shares of Common Stock. The restrictions of this paragraph
shall not apply to (i) any  transaction  involving  issuances of  securities  in
connection with a merger,  consolidation,  acquisition or sale of assets,  or in
connection with any strategic  partnership or joint venture (the primary purpose
of  which  is not to  raise  equity  capital),  or (ii) in  connection  with the
disposition or  acquisition of a business,  product or license by the Company or
(iii) to the issuance of securities upon exercise or conversion of the Company's
options,  warrants or other convertible securities (including notes) outstanding
as of April 16, 2004, or (iv) to the grant of additional options or warrants, or
the issuance of additional  securities,  under any Company stock option or stock
plan for the benefit of the Company's  employees,  directors or  consultants  or
under any Employee Benefit Plan (as defined in Rule 405 of the Act).

      1. Subscription.  The undersigned hereby subscribes to purchase the number
of shares of  Common  Stock  indicated  below in  accordance  with the terms and
conditions of the Offering  Materials (as defined below). I understand that this
subscription  may be rejected at the  discretion of the Company,  in whole or in
part, and that I must qualify as an "accredited investor" under Regulation D, as
promulgated by the Securities and Exchange  Commission  ("SEC" or  "Commission")
under the Act.

      2.  Verification of Suitability and Status as "Accredited  Investor" under
Regulation  D. I understand  that in order to subscribe  for the Common Stock in
the  Offering,  I must be an  "accredited  investor"  as  defined in Rule 501 of
Regulation D under the Act and hereby  represent and warrant to the Company that
I am an "accredited investor." In this regard, the undersigned is an "accredited
investor" by virtue of qualifying under one of the following  categories  (check
appropriate item):

            the undersigned is a natural person whose  individual net worth with
            that person's spouse (if married),  at the time of purchase  exceeds
            $1,000,000; or

            the undersigned is a natural person who had an individual  income in
            excess of $200,000  during each of the last two calendar  years,  or
            joint  income with that  person's  spouse (if  married) in excess of

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            $300,000 in each of those years, and has a reasonable expectation of
            reaching the same income level during the current calendar year; or

            the  undersigned is a corporation or partnership  not formed for the
            purpose of  investing  in the Company with total assets in excess of
            $5,000,000; or

            the  undersigned  is an  investment  company  registered  under  the
            Investment Company Act of 1940; or

            the  undersigned  is an entity in which all the  equity  owners  are
            accredited investors.

      3. Representations by Undersigned. The undersigned represents and warrants
to the Company as follows:

      (a) I have  received,  read and  understand  the provisions of each of the
      following:  (i) the Company's  Annual Report on Form 10-KSB for the fiscal
      year  ended  June  30,  2003;  (ii)  the  Company's  Amendment  No.  1  to
      Registration Statement on Form SB-2 filed with the Securities and Exchange
      Commission  on  December  19, 2003 (File No.  333-110148);  (iii) the Risk
      Factors section  incorporated by reference  herein in Section 3(i) hereof;
      (iv) the Company's  Form 10-QSB for the quarter ended  September 30, 2003;
      (v) the  Company's  Form 10-QSB for the quarter  ended  December 31, 2003;
      (vi) the definitive  proxy  statement of the Company filed with the SEC on
      December 15, 2003,  and (vii) any report,  form, or schedule  filed by the
      Company with the SEC under the Securities Exchange Act of 1934 on or prior
      to the date of execution hereof by the undersigned.  I understand that all
      of the  foregoing  together  with  this  Subscription  Agreement  shall be
      referred to herein as "Offering Materials".

      (b) I have relied only upon the information presented and contained in the
      Offering  Materials.  I have 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 Common  Stock  offered by the  Offering  Materials  and have  received
      answers which I consider to be reasonably responsive to such questions.  I

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      have  had the  opportunity  to  verify  the  accuracy  of the  information
      contained in the Offering Materials.

      (c) I understand  that I am subscribing for the Common Stock without being
      furnished any  literature  or  prospectus in connection  with the Offering
      other than the  Offering  Materials,  and that the  Offering of the Common
      Stock presented in the Offering  Materials will not have been  scrutinized
      by the securities  administrator or similar bureau,  agency, or department
      of the state of my residence.

      (d) I understand (i) that the Common Stock has not been  registered  under
      the Act or registered or qualified  under the securities laws of the state
      of my residence,  (ii) except as provided  above,  that I have no right to
      require such  registration  or  qualification,  and (iii) that therefore I
      must bear the economic risk of the investment for an indefinite  period of
      time  because  the Common  Stock may not be sold unless so  registered  or
      qualified or unless an exemption from such  registration and qualification
      is available.

      Although  the Company has agreed to use its best  efforts to register  for
      resale the Common  Stock with the SEC, 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
      Common Stock 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) The Common Stock is being  purchased for my own account for investment
      purposes  only and not for the  interest  of any other  person  and is not
      being  purchased  with  a  view  to  or  for  the  resale,   distribution,
      subdivision  or  fractionalization  thereof.  Although the Common Stock is
      currently  traded on the OTC Bulletin  Board under the symbol USTT, I also
      understand that there may not be any established public trading market for
      the sale of such securities.

      (f) I am able to bear the economic risks related to purchase of the Common
      Stock  for an  indefinite  period  of time  (i.e.,  I am able to  afford a
      complete loss of the Common Stock I am subscribing to purchase).

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      (g) My overall  commitment to investments which are not readily marketable
      is not  disproportionate  to my net worth and my investment in the Company
      will not cause such overall commitment to become excessive.

      (h) I have  adequate  means of providing for my current needs and possible
      personal  contingencies.  I have no need for liquidity of the Common Stock
      subscribed  to be purchased  hereby and have no reason to  anticipate  any
      change in my personal circumstances,  financial or otherwise,  which might
      cause or require any sale or distribution of such Common Stock  subscribed
      to be purchased.

      (i) I  recognize  that the  purchase of the Common  Stock  involves a high
      degree of risk  including  those special risks set forth under the caption
      "Risk Factors" and "Forward Looking  Statements" in Amendment No. 1 to the
      Form SB-2 Registration  Statement of the Company filed with the Commission
      on December 19, 2003 (No. 333-110148) all of which are incorporated herein
      by reference.

      (j) I  understand  that my right to  transfer  the  Common  Stock  will be
      restricted as set forth on the  certificate  evidencing  the Common Stock.
      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).

      (k) All information  which I have provided to the Company  including,  but
      not  limited  to, my Social  Security  or tax  identification  number,  my
      financial position, and status as an accredited investor, and my knowledge
      of financial and business matters is true,  correct and complete as of the
      date of execution of this Subscription  Agreement.  I undertake to provide
      promptly  to the  Company  written  notice of any  material  changes in my
      financial position or otherwise and such information will be true, correct
      and complete as of the date given. I understand that the Company will rely
      in a material degree upon the representations contained herein.

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      (l) The undersigned  maintains a domicile or business at the address shown
      on the signature page of this Subscription Agreement, at which address the
      undersigned has subscribed for the Common Stock.

      (m) I  understand  that a legend  may be placed  on any stock  certificate
      representing the Common Stock 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.

      (n) I  understand  that the  Company  may  require  me to meet  additional
      suitability standards if it deems it necessary or advisable to comply with
      any applicable state securities or other laws.

      4. Transferability of Subscription. The undersigned agrees not to transfer
or assign this  Subscription  Agreement,  or any of the  undersigned's  interest
herein without the prior written consent of the Company.

      5.  Revocation.  The  undersigned  agrees that the  undersigned  shall not
cancel,  terminate or revoke this Subscription Agreement or any agreement of the
undersigned  made hereunder and that this  Subscription  Agreement shall survive
the death or disability of the undersigned.

      6. Common Stock  Subscription.  The undersigned  hereby subscribes at $.15
per share for shares of Common Stock of USA  Technologies,  Inc.,  and agrees to
pay  _________________  Dollars  ($________)  in full payment  therefor by check
delivered herewith made payable to "USA Technologies,  Inc." or by wire transfer
of immediately  available funds to the Company. The Company shall deliver to the
undersigned at the address indicated below a certificate  registered in the name

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of the undersigned representing the shares of Common Stock subscribed for by the
undersigned.

      The Company may reject this offer in whole or in part by refunding  all or
any  portion  of  the  subscription  monies  paid  thereon.   This  Subscription
Agreement,  upon  acceptance  by the  Company  shall be binding  upon the heirs,
executors,  administrators  and successors of the  undersigned.  The undersigned
hereby  represents  that the  undersigned  has  read  this  entire  Subscription
Agreement and Offering Materials.

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      IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Subscription
Agreement on this day of , 2004.

#1                                      #2

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Signature                               Signature


#1                                      #2

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Witness                                 Witness


Investor #1 Print or Type Name          Investor #2 Print or Type Name

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Occupation     Telephone No.            Occupation     Telephone No.


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Telephone No. (Residence)               Telephone No. (Residence)

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Social Security or Tax I.D. No.         Social Security or Tax I.D. No.

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Street Address                          Street Address

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City            State    Zip            City             State     Zip

                                        ACCEPTED:

                                        USA TECHNOLOGIES, INC.


Dated:                                  By:
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