LA JOLLA COVE INVESTORS, INC.
                        7817 HERSCHEL AVENUE, SUITE 200
                           LA JOLLA CALIFORNIA 92037
                           TELEPHONE: (858) 551-8703
                           FACSIMILE: (858) 551 0987
LA JOLLA                     www.ljcinvestors.com                  SAN FRANCISCO
--------------------------------------------------------------------------------

                                 August 2, 2001


George Jensen
USA Technologies
200 Plant Avenue
Wayne, PA 19087


Dear George:


This Agreement between La Jolla Cove Investors and USA Technologies shall serve
as an addendum to the following documents: 9 3/4% Convertible Debenture,
Registration Rights Agreement, Securities Purchase Agreement, and the Conversion
Warrants Agreement. The following changes and additions are hereby made and
agreed upon:

     1.  The monthly interest payments to La Jolla Cove Investors shall first
         be calculated and paid on the Initial Purchase Price ($100,000).
     2.  When the Registration Statement has been declared effective, and USA
         Technologies has received the second payment of $125,000, the monthly
         interest payments shall then be calculated and paid on the face value
         ($225,000) of the Convertible Debenture.
     3.  If La Jolla Cove Investors elects to convert a portion of the
         Debenture, and on the day that election is made, the common stock
         closes at $0.40 or below, USA Technologies shall have the right to
         prepay that portion of the Debenture La Jolla Cove Investors elected to
         convert, plus any unpaid interest, at 150% of such amount (unless La
         Jolla Cove Investors withdraws its conversion notice).






/s/ George Jensen                                 /s/ Travis Huff
--------------------------                        ----------------------------
USA Technologies                                  La Jolla Cove Investors