FIRST AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION
This First Amendment is made as of the 29th day of April 1996, by and between EDWARD J. SULLIVAN
("Sullivan"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
USA and Sullivan entered into an Employment And Non- Competition Agreement dated as of July 1, 1993 (the
"Agreement"). As more fully set forth herein, the parties desire to amend the Agreement in certain respects.
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally bound
hereby, the parties agree as follows:
1. Amendment. Subparagraph A. of Section 2. Compensation and Benefits of the Agreement is hereby deleted
and the following new subparagraph
A. is hereby substituted in its place:
A. In consideration of his services rendered, USA shall pay to Sullivan a base salary at the rate of $75,000 per
year through June 30, 1996, and a base salary at the rate of $80,000 per year from and after July 1, 1996.
2. Modification. Except as otherwise specifically set forth in Paragraph 1, the Agreement shall not be amended or
modified in any respect whatsoever and shall continue in full force and effect.
3. Capitalized Terms. Except as specifically provided otherwise herein, all capitalized terms used herein shall have
the meanings ascribed to them in the Agreement.
4. Original Part. The amendment to the Agreement made in Paragraph 1 hereof shall be deemed to have been an
original part of the Agreement and to have been effective from and after the date of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first
USA TECHNOLOGIES, INC.
By: /s/ George R. Jensen, Jr.
George R. Jensen, Jr.
Chief Executive Officer
/s/ Edward J. Sullivan
Edward J. Sullivan