THIRD AMENDMENT TO EMPLOYMENT AND
This Third Amendment is made the 16th day of January 2002, by and between GEORGE R. JENSEN, JR.
("Jensen"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
USA and Jensen entered into an Employment And Non-Competition Agreement dated November 20, 1997, a
First Amendment thereto dated June 17, 1999, and a Second Amendment thereto dated February 22, 2000
(collectively, the "Agreement"). As more fully set forth herein, the parties desire to amend the Agreement in
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally bound
hereby, the parties agree as follows:
A. Subparagraph (d) of Section 2. Compensation and Benefits of the Agreement is hereby deleted and the
following new subparagraph (d) is hereby substituted in its place:
(d) As a further incentive to Jensen, USA believes it is in the best interest of USA to grant to Jensen seven
percent of the issued and outstanding shares of Common Stock of USA ("Common Stock") in the event there is
a USA Transaction (as defined below), all as more fully described in Section 4 hereof.
B. The title of Section 4. Eight Percent Rights. of the Agreement is hereby deleted and the following new title of
Section 4 is hereby substituted in its place:
SECTION 4. Seven Percent Rights.
C. The first sentence of Subparagraph A. of Section 4. Eight Percent Rights of the Agreement is hereby deleted
and the following new first sentence of subparagraph A. is hereby substituted in its place:
A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to Jensen that number of
shares of Common Stock as shall when issued to him equal seven percent (7%) of all the then issued and
outstanding shares of Common Stock (the "Rights").
2. Modification. Except as otherwise specifically set forth in Paragraph 1, the Agreement shall not be