USA TECHNOLOGIES, INC.
COMMON STOCK OPTIONS
(These Options will be void if not exercised by the Termination Dates specified below.)
1. Options. Subject to the terms and conditions hereof, this certifies that PHILLIP A. HARVEY is the owner of
75,000 Options (the "Options") of USA Technologies, Inc. (the "Company"), a Pennsylvania corporation. Each
Option entitles the owner hereof to purchase from the Company at any time on or prior to the Termination Date
thereof (as set forth in Section 5 hereof), 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 7 hereof.
2. Option Price. The Options shall be exercised by delivery to the Company (on or prior to the Termination Date
for such Options as set forth in
Section 5 hereof) 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 $.20 per share of Common Stock to be purchased pursuant to each Option issued pursuant hereto.
The Option Price shall be subject to adjustment as provided in
Section 7 hereof. The Option Price is payable either in cash or by certified check or bank draft payable to the
order of the Company.
3. Exercise. Upon the surrender of this Certificate and payment of the Option Price as aforesaid, the Company
shall issue and cause to be delivered with all reasonable dispatch to or upon
the written order of the registered holder of this Option and in such name or names as the registered holder may
designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the
exercise of any Option. Such certificate or certificates shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a holder of record of such Common Stock on
and as of the date of the delivery to the Company of