0001144204-06-020451 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment And • May 15th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This First Amendment is made on the 11th day of May 2006, by and between DAVID M. DeMEDIO ("DeMedio"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

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AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • May 15th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Herbert is the President and Chief Operating Officer of USA. Herbert and USA have entered into an Employment And Non-Competition Agreement dated April 4, 1996, a first amendment thereto dated as of February 22, 2000, a second amendment thereto dated as of April 15, 2002, a third amendment thereto dated as of July 25, 2003, a fourth amendment thereto dated February 4, 2004,and a fifth amendment thereto dated February 28, 2005. As more fully set forth herein, the parties desire to amend, completely restate, and replace the foregoing agreements.

AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • May 15th, 2006 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Jensen is the founder as well as the Chairman and Chief Executive Officer of USA. Jensen and USA had entered into an Employment And Non-Competition Agreement dated November 20, 1997, a First Amendment thereto dated as of June 17, 1999, a Second Amendment thereto dated February 22, 2000, a Third Amendment thereto dated January 16, 2002, a Fourth Amendment thereto dated April 15, 2002, a Fifth Amendment thereto dated July 16, 2003, and a Sixth Amendment thereto dated February 4, 2004. As more fully set forth herein, the parties desire to amend, completely restate, and replace the foregoing agreements.

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