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                                                                   Exhibit 10.1

                             USA TECHNOLOGIES, INC.
                         2003-A STOCK COMPENSATION PLAN

         1.  PURPOSE.   The  purpose  of  the  USA   Technologies,   Inc.  Stock
Compensation  Plan is to provide an  incentive  to  Employees,  Consultants  and
Directors of the Company who are in a position to  contribute  materially to the
long-term  success of the Company,  to increase  their interest in the Company's
welfare,  and to aid in gaining  the  services  of  Employees,  Consultants  and
Directors of outstanding ability who will contribute to the Company's success.

         2.       DEFINITIONS.

                  2.1      "AWARD"  means an award of Stock under the Plan.

                  2.2 "BOARD" means the Board of Directors of USA  Technologies,
Inc.

                  2.3  "CODE"  means  the  Internal  Revenue  Code of  1986,  as
amended. Reference to a specific section of the Code shall include any successor
to such section.

                  2.4 "COMMITTEE" means the committee designated by the Board to
administer the Plan under Section 4.

                  2.5 "COMMON  STOCK" means USA common  stock,  no par value per
share,  or such  other  class  or kind of  shares  of  capital  stock  or  other
securities as may result from the application of Section 8 hereof.

                  2.6 "COMPANY" means USA and any successor thereof.


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                  2.7 "CONSULTANT"  means a consultant  retained to provide bona
fide services to, and who is not an employee of USA. 2.8  "DIRECTOR"  means each
director of USA who is not an employee of USA.

                  2.9  "EMPLOYEE"  means an officer or  employee  of the Company
including a director who is such an employee.

                  2.10 "FAIR MARKET  VALUE" means,  on any given date,  the mean
between the high and low prices of actual sales of Common Stock on the principal
national  securities  exchange on which the Common Stock is listed on such date,
or, if the Common Stock was not so listed,  the average closing bid price of the
stock for each of the five trading days prior to such date.

                  2.11  "HOLDER"  means an Employee,  Director or  Consultant to
whom an Award is made.

                  2.12  "USA"  means  USA  Technologies,  Inc.,  a  Pennsylvania
corporation and any successor thereto.

                  2.13 "1933 ACT" means the Securities Act of 1933, as amended.

                  2.14  "PLAN"  means the USA  2003-A  Stock  Compensation  Plan
herein set forth, as amended from time to time.

                  2.15 "STOCK" means Common Stock awarded by the Committee under
Section 6 of the Plan.

                  2.16 "SEC" means the United States Securities and Exchange
Commission.

         3. ELIGIBILITY. Any Employee, Eligible Director and Eligible Consultant
is eligible to receive an Award.


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         4. ADMINISTRATION OF PLAN.

                  4.1 The Plan  shall be  administered  and  interpreted  by the
Committee,  which  shall  have full  authority  to act in  selecting  Employees,
Directors and  Consultants to whom Awards will be made, in determining  the type
and amount of Awards to be granted to each such Holder, the terms and conditions
of Awards and the terms of agreements which will be entered into with Holders in
connection with Awards.  The Committee shall be appointed by the Board and shall
have at least one member and shall act unanimously in all matters.

                  4.2 The Committee's  powers shall include,  but not be limited
to, the power to  determine  whether,  to what  extent and under what extent and
under what circumstances an Award is made.

                  4.3 The  Committee  shall have the power to adopt  regulations
for  carrying out the Plan and to make such  changes in such  regulations  as it
shall  from time to time deem  advisable.  The  Committee  shall  have the power
unilaterally  and without  approval of a Holder to amend any  existing  Award in
order to carry out the purposes of the Plan so long as such  amendment  does not
deprive  the  Holder  of any  benefit  granted  by the  Award and so long as the
amended  Award  comports with the terms of the Plan.  Amendments  adverse to the
interests of the Holder must be approved by the Holder.  Any  interpretation  by
the  Committee of the terms and  provisions  of the Plan and the  administration
thereof,  and all action taken by the  Committee,  shall be final and binding on
Plan participants.


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         5. SHARES OF STOCK SUBJECT TO THE PLAN.

                  5.1 Subject to  adjustment as provided in Section 7, the total
number of shares of Common  Stock  available  for Awards under the Plan shall be
500,000 shares.

                  5.2 Any shares issued  hereunder  may consist,  in whole or in
part,  of  authorized  and  unissued  shares or treasury  shares.  If any shares
subject to any Award granted  hereunder  are  forfeited or such Award  otherwise
terminates  without the  issuance  of such  shares,  the shares  subject to such
Award,  to the extent of any such  forfeiture  or  termination,  shall  again be
available for Awards under the Plan.

         6. STOCK.

                  An Award of Stock  is a grant by the  Company  of a  specified
number of shares of Common  Stock to the  Holder,  which  shares are  subject to
forfeiture  upon the  happening  of  specified  events.  Such an Award  shall be
subject to the following terms and conditions:

                  6.1  Stock  may  be  evidenced  by  Stock   agreements.   Such
agreements  shall conform to the  requirements  of the Plan and may contain such
other provisions as the Committee shall deem advisable.

                  6.2 Upon  determination of the number of shares of Stock to be
granted  to the  Holder,  the  Committee  shall  direct  that a  certificate  or
certificates  representing the number of shares of Common Stock be issued to the
Holder with the Holder designated as the registered owner.

                  6.3 The Committee may condition the grant of an Award of Stock
upon the Holder's  achievement of one or more performance  goal(s)  specified in
the Stock  agreement.  If the Holder fails to achieve the specified  performance
goal(s),  the Committee  shall not grant the Stock to the Holder,  or the Holder
shall  forfeit the Award of Stock and the Common Stock shall be forfeited to the
Company.


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                  6.4 The Stock agreement if any, shall specify the performance,
employment or other conditions  (including  termination of employment on account
of death,  disability,  retirement  or other cause) under which the Stock may be
forfeited to the Company.

         7.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION.  In the  event of a
reorganization,  recapitalization,  stock split, spin-off, split-off,  split-up,
stock  dividend,  issuance  of stock  rights,  combination  of  shares,  merger,
consolidation  or any other change in the  corporate  structure of USA affecting
Common Stock, or any  distribution  to stockholders  other than a cash dividend,
the Board  shall make  appropriate  adjustment  in the number and kind of shares
authorized by the Plan as it  determines  appropriate.  No fractional  shares of
stock shall be issued pursuant to such an adjustment,  but an amount  equivalent
to the portion of Fair Market Value  attributable to any such fractional  shares
shall, where appropriate, be paid in cash to the Holder.

         8.  TERMINATION AND  AMENDMENT.The  Plan shall remain in full force and
effect until  terminated by the Board.  The Board shall have the power to amend,
suspend or terminate the Plan at any time.


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         9. FORM S-8.  Promptly  upon the  approval of this Plan by the Board of
Directors of USA, the Company  shall,  at its cost and expense,  register all of
the Stock under the 1933 Act pursuant to Form S-8. Notwithstanding anything else
set forth  herein,  an Award shall not be made to any  Director,  Consultant  or
Employee  unless  such  person  in  eligible  to  receive  Stock  which has been
registered under a Form S-8. In this regard,  any Stock issuable to a Consultant
or Director  shall be issued to an individual who provided bona fide services to
USA and such services are not in connection with the offer or sale of securities
in a capital-raising  transaction,  and do not directly or indirectly promote or
maintain a market for USA's  securities.  In connection with the issuance of any
Stock  pursuant to the Plan,  USA shall at its expense,  use its best efforts to
have any such Stock exempted from the registration requirements under applicable
state securities laws.

         10.      GENERAL PROVISIONS.

                  10.1 The Plan shall become  effective upon its approval by the
Board.

                  10.2  Nothing  contained  in the  Plan,  or an  Award  granted
pursuant to the Plan,  shall  confer upon an Employee  any right with respect to
continuance  of employment by the Company or upon any Director or Consultant any
right with respect to continuance of Board service or the consulting arrangement
(as the case may be), nor  interfere in any way with the right of the Company to
terminate such relationships at any time.


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                  10.3 For purposes of this Plan, transfer of employment between
USA and any Subsidiary shall not be deemed termination of employment.

                  10.4  Holders  shall  be  responsible   to  make   appropriate
provision for all taxes  required to be withheld in  connection  with any Award.
Such  responsibility  shall extend to all applicable  federal,  state,  local or
foreign  withholding  taxes. In the case of exercise of Awards, USA shall at the
election of the Holder,  have the right to retain the number of shares of Common
Stock  whose  aggregate  Fair Market  Value  equals the amount to be withheld in
satisfaction of the applicable  withholding  taxes.  Agreements  evidencing such
Awards  shall  contain  appropriate  provisions  to effect  withholding  in this
manner.  The Plan is not qualified under Section 401(a) of the Internal  Revenue
Code.

                  10.5 To the extent  that  federal  laws (such as the 1934 Act,
the  Code  or the  Employee  Retirement  Income  Security  Act of  1974)  do not
otherwise  control,  the Plan and all  determinations  made  and  actions  taken
pursuant hereto shall be governed by the law of the Commonwealth of Pennsylvania
and construed accordingly.

                  10.6 Additional information may be obtained about the Plan and
the Plan administrators by writing the Company at 100 Deerfield Lane, Suite 140,
Malvern, PA 19355, Attn: Stephen P. Herbert, or by calling 610-989-0340.

Dated: September 25, 2003