Cantaloupe (CTLP) 8-K Departure of Directors or Certain Officers

Exhibit 10.1

USA TECHNOLOGIES, INC.

September 28, 2016

Mr. Leland P. Maxwell

401 Dartmouth Road

Bryn Mawr, PA 19010

Dear Lee:

I am pleased to confirm the extension of your appointment as interim Chief Financial Officer of USA Technologies, Inc. ("USAT"). In connection with this extension, your compensation will increase to $25,000 per month effective October 1, 2016. Your appointment as interim Chief Financial Officer of USAT will end on March 31, 2017.

Except as specifically set forth above, all of the terms and conditions in the letter from USAT to you dated January 27, 2016 shall not be amended or modified in any respect whatsoever and shall remain in full force and effect.

The terms of this letter are contingent upon approval thereof by our Board of Directors, which is expected to be no later than Wednesday, September 28, 2016.

Please indicate your written acceptance by signing this letter and returning it to me.

	Sincerely,
	/s/ Stephen P. Herbert
	Stephen P. Herbert,
	Chief Executive Officer
Accepted and Agreed to:
/s/ Leland P. Maxwell
Leland P. Maxwell
Dated: 9-23-16