ADDENDUM TO WARRANT TO PURCHSE COMMON STOCK

This Addendum to Warrant to Purchase Common Stock is entered into as of the 21st
day of  April  2004  by and  between  USA  Technologies,  Inc.,  a  Pennsylvania
corporation ("USA") and La Jolla Cove Investors,  Inc., a California corporation
("LJCI")

WHEREAS,  LJCI and USA are parties to that  certain  Warrant to Purchase  Common
Stock dated as of August 2, 2001 ("Conversion Warrant"; and

WHEREAS, the Conversion Warrant expires on August 2, 2004; and

WHEREAS,  the parties  desire to extend the  expiration  date of the Warrant and
agree to certain other matters, all as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and convenants contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, USA and LJCI agree as follows:

1.    All  terms  used  herein  shall  have  the  definitions  set  forth in the
      Conversion Warrant.

2.    The Expiration  Date of the Conversion  Warrant is extended to December 1,
      2005

3.    LJCI  agrees to  cumulatively  sell less than:  (a)  50,000  shares of USA
      Common  Stock per day from the date hereof  through  April 28,  2004,  (b)
      100,000 shares of USA Common Stock per day on April 29, 2004 and April 30,
      2004, and (c) in each calendar month after April 2004, the greater of: (i)
      7% of the previous  month's volume or (ii) 2,000,000  shares of USA Common
      Stock.

4.    LJCI does hereby fully,  unconditionally and irrevocably  remise,  release
      and discharge USA, and its successors and assigns, of and from any and all
      manner of causes of actions,  suits, debts, damages,  claims,  liabilities
      and  demands  of any  nature  whatsoever,  whether  vested or  contingent,
      existing or hereafter accruing, known or unknown, which LJCI ever had, now
      has, or  hereafter  can,  shall or may have  against  USA for,  upon or by
      reason of any delay in having or  failure to have the  Warrant  Shares (or
      any other  shares of USA  covered by the  Registration  Rights  Agreement)
      registered  for resale under the Securities Act of 1933, as amended or for
      any breach by USA of any  obligations  to register these shares for resale
      under the Registration Rights Agreement or the Purchase Agreement.

5.    Except as specifically  amended herein,  all other terms and conditions of
      the Conversion Warrant shall remain in full force and effect.

IN  WITNESS  WHEREOF,  USA and LJCI have  caused  this  Addendum  to  Warrant to
Purchase Common Stock to be signed by its duly  authorized  officers on the date
first set forth above.

USA Technologies, Inc.                  La Jolla Cove Investors, Inc.

By:  /s/George R. Jensen                By:   /s/Travis W. Huff
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Name: George R. Jensen                  Name: Travis Huff
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Title: Chairman & CEO                   Title: Portfolio Mgr
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