FOURTH AMENDMENT TO EMPLOYMENT AND
This Fourth Amendment is made as of the 15th day of April 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, a Second Amendment thereto dated February 22, 2000, and a
Third Amendment thereto dated January 16, 2002 (collectively, 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:
A. Subparagraph (a) of Section 1. Employment of the Agreement is hereby deleted and the following new
subparagraph (a) is hereby substituted in its place:
(a) USA shall employ Jensen as Chairman and Chief Executive Officer commencing on the date hereof and
continuing through June 30, 2004 (the "Employment Period") and Jensen 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 June 30, 2004, 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. Subparagraph (a) of Section 2. Compensation and Benefits of the Agreement is hereby deleted and the
following new subparagraph (a) is hereby substituted in its place:
(a) In consideration of his services rendered, commencing April 15, 2002, USA shall pay to Jensen a base salary
of $180,000 per year during the Employment Period, subject to any withholding required by law. Jensens base
salary may be increased from time to time in the discretion of the Board of Directors.