EMPLOYMENT AND NON-COMPETITION AGREEMENT
Agreement made this 4th day of April, 1996, by and between STEPHEN P. HERBERT, an individual residing at
21 Creamery Lane, Ridgefield, Connecticut 06877 ("Herbert"), and USA TECHNOLOGIES, INC., a
Pennsylvania corporation ("USA"), with a place of business at 3 Glenhardie Corporate Center, 1265 Drummers
Lane, Suite 306, Wayne, Pennsylvania 19087.
USA is in the principal business of owning and licensing credit card activated control systems for the vending,
copying, debit card and personal computer industries. USA desires to engage Herbert and Herbert desires to be
engaged by USA as Executive Vice President of Sales and Marketing of USA. Because of, among other matters,
the decreased value of the business of USA that will result if Herbert would compete with USA or use or divulge
certain confidential information, Herbert has further agreed that he will be subject to certain restrictions during and
after his being an employee of USA.
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally bound
hereby, the parties agree as follows:
SECTION 1. Employment.
(a) USA shall employ Herbert for a one year period commencing on April 15, 1996 and continuing through April
(the "Employment Period") and Herbert hereby accepts such employment. Unless terminated by either party
hereto upon at least 60-days notice prior to end of the original Employment Period ending April 14, 1997, or
prior to the end of any one year extension of the Employment Period, the Employment Period shall not be
terminated and shall automatically continue in full force and effect for consecutive one year periods.
(b) During the Employment Period, Herbert shall devote his full time, energy, skills, and attention to the business
of USA, and shall not be engaged or employed in any other business activity whatsoever, whether or not such
activity is pursued for gain, profit or other pecuniary advantag