AMENDED AND RESTATED
EMPLOYMENT AND NON-COMPETITION AGREEMENT
Agreement made this 11 th day of May, 2006, by and between GEORGE R. JENSEN, JR., an
individual ("Jensen"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
Jensen is the founder as well as the Chairman and Chief Executive Officer of USA. Jensen and USA had
entered into an Employment And Non-Competition Agreement dated November 20, 1997, a First Amendment
thereto dated as of June 17, 1999, a Second Amendment thereto dated February 22, 2000, a Third Amendment
thereto dated January 16, 2002, a Fourth Amendment thereto dated April 15, 2002, a Fifth Amendment thereto
dated July 16, 2003, and a Sixth Amendment thereto dated February 4, 2004. As more fully set forth herein, the
parties desire to amend, completely restate, and replace the foregoing agreements.
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 .
USA shall employ Jensen as Chairman and Chief Executive Officer commencing on
the date hereof and continuing through June 30, 2009 (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, 2009, 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.
During the Employment Period, Jensen shall devote his 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, Jensen shall perform and discharge well and faithfully such executive manag