EMPLOYMENT AND NON-COMPETITION AGREEMENT
Agreement made this 28th day of April, 2004, by and between MARY WEST YOUNG, an individual residing
at 2175 Wyndtree Lane, Malvern, Pennsylvania 19355 ("Young"), and USA TECHNOLOGIES, INC., a
Pennsylvania corporation ("USA"), with a place of business at 100 Deerfield Lane, Suite 140, Malvern,
USA desires to engage Young and Young desires to be engaged by USA as Chief Financial Officer of USA.
Because of, among other matters, the decreased value of the business of USA that will result if Young would
compete with USA or use or divulge certain confidential information, Young has further agreed that she will be
subject to certain restrictions during and after her being an employee of USA.
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally bound
hereby, the parties agree as follows:
SECTION 1. EMPLOYMENT.
(a) USA shall employ Young for a period commencing on the date hereof and continuing through April 30, 2005
(the "Employment Period"), and Young hereby accepts such employment. Commencing on and after May 17,
2004, Young shall be the Chief Financial Officer of USA. Unless terminated by either party hereto upon at least
30-days notice prior to end of the original Employment Period ending April 30, 2005, 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) During the Employment Period, Young shall devote her full time, energy, skills, and attention to the business
of USA, and shall not be engaged or employed in any other business activity whatsoever, whether or not such
activity is pursued for gain, profit or other pecuniary advantage. During the Employment Period, Young shall
perform and discharge well and faithfully such executive management duties for USA as shall be necessary and as