THIRD AMENDMENT TO EMPLOYMENT AND
This Third Amendment is made as of the 25th day of July 2003, by and between STEPHEN P. HERBERT
("Herbert"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
USA and Herbert entered into an Employment And Non-Competition Agreement dated April 4, 1996, a First
Amendment thereto dated as of February 22, 2000, and a Second Amendment thereto dated April 15, 2002
(collectively, the "Agreement"). As more fully set forth herein, the parties desire to amend the Agreement in
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 Herbert as President and Chief Operating Officer commencing on the date hereof and
continuing through June 30, 2005 (the "Employment Period") and Herbert 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, 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.
If during the Employment Period, Herbert shall be required to take a role which is substantively different than that
contemplated by this Agreement, or if during the Employment Period a USA Transaction (as such term is defined
in the Employment Agreement of George R. Jensen, Jr.) shall occur, then Herbert may upon thirty days prior
notice to the Company, terminate the Employment Period. Upon such termination by Herbert, neither party shall
have any further duties or obligations hereunder, provided, however, that Herbert's obligations under Sections 5