FIRST AMENDMENT TO EMPLOYMENT AND
This First Amendment is made as of the 4th day of February 2004, by and between ADELE HEPBURN
("Hepburn"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
USA and Hepburn entered into an Employment And Non-Competition Agreement dated as of January 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. Paragraph A of Section 2. Compensation and Benefits of the Agreement is hereby deleted and
the following new paragraph A is hereby substituted in its place:
A. In consideration of her services rendered, commencing July 1, 2003, USA shall pay to Hepburn a base salary
of $130,000 per year during the Employment Period, subject to any withholding required by law. Hepburn's base
salary may be increased from time to time in the discretion of the Board of Directors.
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 amendments to the Agreement made in Paragraph 1 hereof shall be effective from and after
July 1, 2003.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the day and year first
above written. USA TECHNOLOGIES, INC.
FOURTH AMENDMENT TO EMPLOYMENT AND
This Fourth Amendment is made as of the 15th day of April 2002, by and between HAVEN BROCK KOLLS,
By: /s/ Stephen P. Herbert
Stephen P. Herbert,