Exhibit 28
September 12, 1997
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Strathmore Equity Services, Inc.
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Dear ▇▇▇▇▇▇▇:
This is to acknowledge and confirm the following terms of our
Consulting Agreement. We are very pleased to be a client of yours.
(1) You are actively involved in providing financial relations,
consulting and advisory services to clients.
(2) The Company hereby engages you and you hereby agree to render
financial public relations, consulting and advisory services to the Company,
including placing radio time on "Inside Wall Street" on the Company's behalf for
30 shows to be broadcast in the New York City metropolitan area. It is
understood and agreed that none of your services shall be in connection with the
offer or sale of any securities of the Company in a capital raising transaction.
(3) Compensation
(a) The Company shall issue to you in consideration for providing
the financial, public relations, consulting and advisory services set forth
herein a total of 40,000 shares of fully vested, nonassessable, free trading
Common Stock of the Company. Upon the effective date of the registration
statement described in Paragraph 3(b) below, the Company shall issue such stock
to you. Such shares shall be issued to you within one week of your signing this
agreement.
This issuance of the Company's stock shall be the only consideration that you
are entitled to under this Consulting Agreement.
(b) Promptly after the date of this Consulting Agreement, the
Company will cause a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission for the purpose of registering 40,000 shares
of Common Stock of the Company issuable to you pursuant to Paragraph 3(a) above.
(4) This Consulting Agreement shall be on a project basis and have no
set term. Any renewal or extension of this Consulting Agreement shall be upon a
new written agreement signed by each of the parties.
(5) You will not directly or indirectly disclose to any other person,
firm or corporation, nor use for your own benefit during or after the term of
this Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by you in the course of performing
services hereunder. Trade secrets can include, but are not limited to, products
or services under development, production methods and processes, sources of
supply, customer lists, marketing plans, information concerning the filing or
pendency of patent applications and information concerning the issuance of any
securities of the Company.
(6) In performing your duties as set forth in this Consulting
Agreement, you shall abide by all applicable laws, including federal and state
securities laws, and shall make all disclosures required by such laws, including
disclosures required as a result of you entering into this Consulting Agreement
with the Company and in connection with any radio broadcasts.
(7) You hereby represent that you have obtained all licenses or
registrations required in order to perform the services set forth in the
Consulting Agreement. You also hereby represent that you are not prohibited from
entering into this Consulting Agreement or from performing your obligations
hereunder by any law, regulation, contract, decree, order or agreement.
(8) You and the Company hereby acknowledge that you are an independent
contractor. You shall not hold yourself out as, nor shall you take any action
from which others might infer, that you are a partner, agent or joint venturer
of the Company.
(9) This Consulting Agreement sets forth the entire understanding of
the parties relating
to the subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties. This
Consulting Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
(10) This Consulting Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. Any dispute arising out of this Consulting
Agreement shall be adjudicated solely and exclusively in the courts of the
Commonwealth of Pennsylvania or in the federal courts located within the
Commonwealth of Pennsylvania.
▇▇▇▇▇▇▇, please indicate your acceptance of the terms of this
Consulting Agreement by signing and dating below where indicated and returning
it to me.
USA TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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President and Chief Executive Officer
ACCEPTED:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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