0001144204-03-007656 Sample Contracts

George R. Jensen, Jr. c/o USA Technologies, Inc. 100 Deerfield Lane, Suite 140 Malvern, PA 19355 July 16, 2003
Employment Agreement Amendment • November 19th, 2003 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

As you know, USA has issued to me an aggregate of 10,500,000 shares of USA Common Stock ("Common Stock") on the date hereof. As more fully set forth below, I have agreed to return to USA an aggregate of 8,000,000 of these shares (hereinafter, the "USTT Stock") for recision in the event of the occurrence of a Triggering Event (as defined below).

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