USA TECHNOLOGIES, INC.
                                200 PLANT AVENUE
                            WAYNE, PENNSYLVANIA 19087



                                January 12, 2000



Mr. Michael CiVitella
President
CiVitella Construction Co.
Creek Drive
St. Davids, PA 19087

Dear Mike:

         This is to acknowledge and confirm the following terms of our
Consulting Agreement. The term of this agreement shall be for a six month
period, from February 1, 2000 through July 31, 2000.

         (1) During the term hereof, you shall provide such construction,
architectural, design and business development consulting services to the
Company as shall be requested from time to time by the Company.

         (2) It is understood and agreed that none of the services to be
rendered by you on behalf of the Company shall be in connection with the offer
or sale of any securities of the Company in a capital raising transaction or
directly or indirectly promoting or maintaining a market for the Company's
securities.

         (3)      Compensation

                  (a) The Company shall issue to you, in your individual name,
in full payment for the consulting services to be rendered by you, a total of
10,000 shares of fully vested, nonassessable, free trading Common Stock of the
Company. Upon the effective date of the registration statement described in
Paragraph 3(b) below, the Company shall issue such stock to you. This issuance
of the Company's stock shall be the only consideration that you are entitled to
under this Consulting Agreement.

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                  (b) Promptly after the date of this Consulting Agreement, the
Company will cause a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission for the purpose of registering 10,000 shares
of Common Stock of the Company issuable to you pursuant to Paragraph
3(a) above.

         (4) You also hereby represent that you are not prohibited from entering
into this Consulting Agreement or from performing your obligations hereunder by
any law, regulation, contract, decree, order or agreement.

         (5) You and the Company hereby acknowledge that you are an independent
contractor. In this regard, you shall not hold yourself out as, nor shall you
take any action from which others might infer, that you are a partner, agent or
joint venturer of the Company.

         (6) This Consulting Agreement is in addition to, and shall not affect
in any manner whatsoever, the presently existing lease agreement between the
Company and you (or your company) for the premises located at 200 Plant Avenue,
Wayne, Pennsylvania.

         (7) This Consulting Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings and agreements between the parties.
This Consulting Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.

         (8) This Consulting Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. Any dispute arising out of this Consulting
Agreement shall be adjudicated in the courts of the Commonwealth of Pennsylvania
or in the federal courts located within the Commonwealth of Pennsylvania.

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         Please indicate your acceptance of the terms of this Consulting
Agreement by signing below where indicated and returning it to me.


                                                  USA TECHNOLOGIES, INC.



                                         By:      /s/ Stephen P. Herbert
                                                  --------------------------
                                                      Stephen P. Herbert
                                                      President

ACCEPTED:



/s/ Michael CiVitella
- ------------------------
MICHAEL CIVITELLA

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