CANCELLATION OF SUBSCRIPTION AGREEMENT
This Cancellation of Subscription Agreement is made this 20th day of March 2003, by and between Ratner &
Prestia, P.C. (Ratner), a Pennsylvania professional corporation, and USA Technologies, Inc.(USA), a
Pennsylvania corporation. Ratner and USA entered into a Subscription Agreement (Subscription Agreement)
dated October 25, 2002, whereby Ratner subscribed for 400,000 shares of Common Stock of USA (the
Common Stock) with the understanding that Ratner would sell the Common Stock and apply the sale proceeds
towards professional fees due to Ratner by USA. Ratner and USA each agree to cancel the Subscription
Agreement and the Subscription Agreement shall be void and have no further effect whatsoever.
IN WITNESS WHEREOF, the parties have signed this Cancellation of Subscription Agreement on the day and
year first above written.
Ratner & Prestia, P.C.
USA Technologies, Inc.
PURCHASE AND SYSTEM DEVELOPMENT AGREEMENT
This Agreement Is made on the 8th day of March 2002 by and between Mars Electronics International, Inc.
Delaware Corporation with principal offices all 1301 Wilson Drive, West Chester, Pennsylvania 19380 ("MEI")
and USA Technologies, Inc. a Pennsylvania Corporation with principal offices at 200 Plant Avenue, Wayne,
Pennsylvania 19087 ("USA Tech"), MEI and USA may sometimes be referred to herein as the "Party" or
WHEREAS, MEI is a is a leading manufacturer of electronics utilized in the vending, retail, kiosk and telecom
WHEREAS, USA Tech is a leading manufacturer of credit card and other transaction devices for use in the
office and vending equipment industries, and
WHEREAS, MEI and USA Tech desire to further the usage of credit card transactions in the above stated
industries in the US and Canadian market,
NOW! THEREFORE, in consideration of the mutual covenants and promises contained herein, MEI end USA
Tech agree as follows:
1. PURPOSE. The purpose of this Agreement is