USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(This Option will be void if not exercised by the date provided below.)
1. Options. Subject to the terms and conditions hereof, this certifies that KEITH L. STERLING, is the owner of
50,000 Options (the "Options") of USA Technologies, Inc. (the "Company"), a Pennsylvania corporation. Each
Option, when vested in accordance with Section 3 hereof, entitles the owner hereof to purchase from the
Company at any time prior to 5:00 p.m. on the fifth annual anniversary of the vesting of such option (the
"Termination Date"), one fully paid and non-assessable share of the Company's Common Stock, without par
value (the "Common Stock"), subject to adjustment as provided in Section 8 hereof.
2. Option Price. The Options, when vested, shall be exercised by delivery to the Company of the option price for
each share of Common Stock being purchased hereunder (the "Option Price"), this Certificate, and the
completed Election To Purchase Form which is attached hereto. The Option Price shall be $.65 per share of
Common Stock to be purchased pursuant to each Option. The Option Price shall be subject to adjustment as
provided in Section 8 hereof. The Option Price is payable either in cash or by certified check or bank draft
payable to the order of the Company.
3. Vesting of Options.
I. Notwithstanding anything contained herein to the contrary, the Options represented by this Certificate shall only
become vested and exercisable by STERLING in accordance with the terms and conditions set forth in this
3. If STERLING is employed by the Company as of June 30, 1997, the Options shall on such date become
irrevocably and absolutely vested and exercisable. If STERLING is not employed by the Company on such date,
the Options shall not become vested and shall be null and void.
a. The Employment And Non-Competition Agreement dated July 1, 1993 between STERLING and the
Company, and the First Amendment thereto dated as of April 29, 1996, as well as