USA TECHNOLOGIES, INC. COMMON STOCK WARRANTS

THESE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW. THESE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT UNDER SUCH ACT AND SUCH LAWS WITH RESPECT TO
THESE WARRANTS AND THE COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT                                                 ____
CERTIFICATE NO. BP-___                 COMMON STOCK WARRANTS

               USA TECHNOLOGIES, INC.

                COMMON STOCK WARRANTS

(These Warrants will be void if not exercised
by the Termination Date specified below.)

1. Warrants . Subject to the terms and conditions
hereof, this certifies that __________________,
or any subsequent holder hereof, is the owner of __________
Warrants (the "Warrants") of USA Technologies, Inc., a
Pennsylvania corporation (the "Company"). Each Warrant
entitles the holder hereof to purchase from the Company at
any time prior to 5:00 p.m. on December 31, 2011(the
"Termination Date"), 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. Warrant Price . The Warrants shall be
exercised by delivery to the Company (prior to the
Termination Date) of the Warrant price for each share of
Common Stock being purchased hereunder (the "Warrant
Price"), this Certificate, and the completed Election To
Purchase Form which is attached hereto. The Warrant Price
shall be $6.40 per share of Common Stock. The Warrant
Price shall be subject to adjustment as provided in Section
7 hereof. The Warrant 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 Warrant 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 Warrant 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 Warrant. 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 this Certificate and payment of the Warrant
Price as aforesaid. If, however, at the date of surrender
of this Certificate and payment of such Warrant Price, the
transfer books for the Common Stock purchasable upon the
exercise of any Warrant shall be closed, the certificates
for the Common Stock in respect to which any such Warrant
are then exercised shall be issued and the owner of such
Common Stock shall become a record owner of such Common
Stock on and as of the next date on which such books shall
be opened, and until such date the Company shall be under
no duty to deliver any certificate for such Common Stock.

4. Partial Exercise . The rights of purchase
represented by the Warrants shall be exercisable, at the
election of the registered holder hereof, either as an
entirety, or from time to time for any part of the Common
Stock specified herein and, in the event that the Warrants
are exercised with respect to less than all of the Common
Stock specified herein at any time prior to the Termination
Date, a new Certificate will be issued to such registered
holder for the remaining number of Warrants not so
exercised.

5. Termination Date . All of the Warrants must be
exercised in accordance with the terms hereof prior to the
Termination Date. At and after the Termination Date any
and all unexercised rights hereunder shall become null and
void and all such unexercised Warrants shall without any
action on behalf of the Company become null and void.

6. Lost, Mutilated Certificate . In case this
Common Stock Warrant Certificate shall become mutilated,
lost, stolen or destroyed, the Company shall issue in
exchange and substitution for and upon cancellation of the
mutilated certificate, or in lieu of and in substitution

2

for the Certificate lost, stolen, or destroyed, a new
Certificate of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or
destruction of such certificate and indemnity, if
requested, also satisfactory to the Company.

7. Adjustments . Subject and pursuant to the
provisions of this Section 7, the Warrant Price and number
of shares of Common Stock subject to the Warrants shall be
subject to adjustment from time to time only as set forth
hereinafter:

a. In case the Company shall declare a
Common Stock dividend on the Common Stock, then the Warrant
Price shall be proportionately decreased as of the close of
business on the date of record of said Common Stock
dividend in proportion to such increase of outstanding
shares of Common Stock.

b. If the Company shall at any time
subdivide its outstanding Common Stock by recapitalization,
reclassification or split-up thereof, the Warrant Price
immediately prior to such subdivision shall be
proportionately decreased, and, if the Company shall at any
time combine the outstanding shares of Common Stock by
recapitalization, reclassification, or combination thereof,
the Warrant Price immediately prior to such combination
shall be proportionately increased. Any such adjustment to
the Warrant Price shall become effective at the close of
business on the record date for such subdivision or
combination