As filed with the Securities and Exchange Commission on November 1, 2004
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                         7359                       23-2679963
(State or other           (Primary Standard Industrial      (I.R.S. Employer
 jurisdiction of           Classification Code Number)       Identification No.)
 incorporation or
 organization)
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                 USA TECHNOLOGIES 2004-B STOCK COMPENSATION PLAN
                            (full title of the plan)

--------------------------------------------------------------------------------

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                            Lurio & Associates, P.C.
                         2005 Market Street: Suite 2340
                             Philadelphia, PA 19103
                                 (215) 665-9300

--------------------------------------------------------------------------------
<PAGE>

                         CALCULATION OF REGISTRATION FEE

  Title of                                         Proposed           Proposed
 Securities        Amount         Maximum           Maximum          Amount of
   to be            to be     Offering Price       Aggregate        Registration
  Offered        Registered    Per share(1)     Offering Price(1)      Fee(1)
------------     ----------   --------------    -----------------   ------------
Common Stock     500,000(1)       $0.11            $55,000             $6.97

(1) Estimated solely for purposes of calculating the registration  fee. Pursuant
to Rule 457(c),  the  registration fee has been calculated at the average of the
bid and  asked  price  within  5 days  prior to the  date of the  filing  of the
applicable registration statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

      The information  required by Part I is included in documents sent or given
to participants in the Registrant's 2004-B Stock Compensation Plan to which this
registration  statement relates pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended ("Act").

Item 2. Registrant Information and Employee Plan Annual Information

      The Registrant will provide participants, upon written or oral request and
without charge,  a copy of the documents  incorporated by reference in Item 3 of
Part II, which are  incorporated  by reference in the Section 10(a)  prospectus,
and all documents required to be delivered to plan participants pursuant to Rule
428(b) under the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The  Registrant's  annual  report on Form 10-KSB for the fiscal year ended
June 30, 2004 is  incorporated  by reference in the  Registration  Statement and
made a part hereof. All documents  subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
to this  Registration  Statement  which  indicates that all  securities  offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities

      The  Company is  proceeding  with the  registration  of 500,000  shares of
Common  Stock to be  issued  to the  Company's  current  and  future  employees,
directors and consultants  pursuant to the Company's  2004-B Stock  Compensation
Plan. The Company's 2004-B Stock  Compensation Plan was approved by the Board of
Directors on October 29, 2004.

      The Company's Articles of Incorporation  presently authorizes the issuance
of up to  475,000,000  shares of Common Stock,  no par value.  As of October 25,
2004,  the  number  of  issued  and  outstanding  shares  of  Common  Stock  was
366,735,895.

      The  holders of each share of Common  Stock is entitled to one vote on all
matters  submitted to a vote of the  shareholders of the Company,  including the
election of directors. There is no cumulative voting for directors.

      The holders of Common Stock are entitled to receive such  dividends as the
Board of Directors may from time to time declare out of funds legally  available
for payment of dividends. No dividends may be paid on the Common Stock until all
accumulated and unpaid cumulative dividends on the Series A Preferred Stock have
been paid.  Upon any  liquidation,  dissolution  or  winding up of the  Company,
holders of shares of Common Stock are entitled to receive pro rata all assets of
the Company available for distribution, subject to the liquidation preference of
the Series A Preferred  Stock of $10.00 per share and any unpaid and accumulated
dividends on the Series A Preferred  Stock.  As of October 29, 2004,  the unpaid
and  accumulated  dividends  on the  Series A  Preferred  Stock was  $7,069,237.
Shareholders  of the Company do not have any preemptive  rights to subscribe for
or purchase shares, obligations, warrants, or other securities of the Company.
<PAGE>

Item 5. Interests of Named Experts and Counsel

      Douglas  M.  Lurio,  Esquire,  President  of  Lurio  &  Associates,  P.C.,
securities counsel to the Company, was the beneficial owner of 921,463 shares of
Common Stock on October 29, 2004.

Item 6. Indemnification of Directors and Officers

      Section 1746 of the  Pennsylvania  Business  Corporation  Law of 1988,  as
amended  ("BCL"),   authorizes  a  Pennsylvania  corporation  to  indemnify  its
officers,  directors,  employees and agents under certain  circumstances against
expenses and liabilities  incurred in legal  proceedings  involving such persons
because of their holding or having held such  positions  with the Company and to
purchase and maintain insurance of such  indemnification.  The Company's By-laws
substantively  provide that the Company will indemnify its officers,  directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

      Section  1713  of  the  BCL  permits  a  Pennsylvania  corporation,  by so
providing in its By-laws,  to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform  the  duties of his  office  and the  breach or  failure  constitutes
self-dealing,   willful  misconduct  or  recklessness.   In  addition,  no  such
limitation  of  liability is available  with  respect to the  responsibility  or
liability of a director  pursuant to any criminal  statute or for the payment of
taxes pursuant to Federal,  state or local law. The Company's  By-laws eliminate
the personal  liability  of the  directors  to the fullest  extent  permitted by
Section 1713 of the BCL.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The Exhibit  Index  immediately  preceding  the  exhibits is  incorporated
herein by reference.

Item 9. Undertakings

      The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) to reflect in the  prospectus any facts or events arising
after  the  effective  date  of  the  registration  statement  (or  most  recent
post-effective   amendment  thereof)  which,   individually  in  the  aggregate,
represent a fundamental change in the information in the registration statement;
and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

      Except  that,  subparagraph  (i) and (ii) of this  paragraph  do not apply
provided  that  the  information  required  in  a  post-effective  amendment  is
incorporated  by reference  from periodic  reports filed by the issuer under the
Securities Exchange Act of 1934.

            (2) That for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration  statement relating to the securities offered herein, and shall
treat the  offering of such  securities  at that time as the  initial  bona fide
offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4) That  for  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d)  of the  Securities  Exchange  Act  1934)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>

            (5) Insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Malvern, Pennsylvania, on November 1, 2004.

                             USA TECHNOLOGIES, INC.


                             By: /s/ George R. Jensen, Jr.
                                --------------------------
                                George R. Jensen, Jr.,
                                Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1933, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURES                                TITLE                              DATE
-----------                               -----                              ----
<S>                          <C>                                       <C>
/s/ GEORGE R. JENSEN, JR.    CHAIRMAN OF THE BOARD OF DIRECTORS,       NOVEMBER 1, 2004
---------------------------       CHIEF EXECUTIVE OFFICER
GEORGE R. JENSEN, JR.          (PRINCIPAL EXECUTIVE OFFICER)


/s/ MARY WEST YOUNG          CHIEF FINANCIAL OFFICER (PRINCIPAL        NOVEMBER 1, 2004
---------------------------         ACCOUNTING OFFICER)
MARY WEST YOUNG


/s/ WILLIAM W. SELLERS       DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
WILLIAM W. SELLERS


/s/ STEPHEN P. HERBERT       PRESIDENT, CHIEF OPERATING OFFICER,       NOVEMBER 1, 2004
---------------------------               DIRECTOR
STEPHEN P. HERBERT


/s/ WILLIAM L. VAN ALEN,JR.  DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
WILLIAM L. VAN ALEN, JR.


/s/ DOUGLAS M. LURIO         DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
DOUGLAS M. LURIO


/s/ STEVEN KATZ              DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
STEVEN KATZ
</TABLE>
<PAGE>

Exhibit No.    Description
-----------    -----------

5.1            Opinion of Lurio & Associates, P.C.
10.1           USA Technologies, Inc. 2004-B Stock Compensation Plan
23.1           Consent of Independent Registered Public Accounting Firm
[{"type": "S-8", "sequence": "1", "filename": "v07892_s8.txt", "secsgml_size_bytes": 14731}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "3578", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120139", "film-number": "041110668"}, "business-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6109890340"}, "mail-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
As filed with the Securities and Exchange Commission on November 1, 2004
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                      -------------------------------------

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                         7359                       23-2679963
(State or other           (Primary Standard Industrial      (I.R.S. Employer
 jurisdiction of           Classification Code Number)       Identification No.)
 incorporation or
 organization)
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
              (Address of principal executive offices and zip code)

--------------------------------------------------------------------------------

                 USA TECHNOLOGIES 2004-B STOCK COMPENSATION PLAN
                            (full title of the plan)

--------------------------------------------------------------------------------

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                            Lurio & Associates, P.C.
                         2005 Market Street: Suite 2340
                             Philadelphia, PA 19103
                                 (215) 665-9300

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

  Title of                                         Proposed           Proposed
 Securities        Amount         Maximum           Maximum          Amount of
   to be            to be     Offering Price       Aggregate        Registration
  Offered        Registered    Per share(1)     Offering Price(1)      Fee(1)
------------     ----------   --------------    -----------------   ------------
Common Stock     500,000(1)       $0.11            $55,000             $6.97

(1) Estimated solely for purposes of calculating the registration  fee. Pursuant
to Rule 457(c),  the  registration fee has been calculated at the average of the
bid and  asked  price  within  5 days  prior to the  date of the  filing  of the
applicable registration statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

      The information  required by Part I is included in documents sent or given
to participants in the Registrant's 2004-B Stock Compensation Plan to which this
registration  statement relates pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended ("Act").

Item 2. Registrant Information and Employee Plan Annual Information

      The Registrant will provide participants, upon written or oral request and
without charge,  a copy of the documents  incorporated by reference in Item 3 of
Part II, which are  incorporated  by reference in the Section 10(a)  prospectus,
and all documents required to be delivered to plan participants pursuant to Rule
428(b) under the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The  Registrant's  annual  report on Form 10-KSB for the fiscal year ended
June 30, 2004 is  incorporated  by reference in the  Registration  Statement and
made a part hereof. All documents  subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
to this  Registration  Statement  which  indicates that all  securities  offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities

      The  Company is  proceeding  with the  registration  of 500,000  shares of
Common  Stock to be  issued  to the  Company's  current  and  future  employees,
directors and consultants  pursuant to the Company's  2004-B Stock  Compensation
Plan. The Company's 2004-B Stock  Compensation Plan was approved by the Board of
Directors on October 29, 2004.

      The Company's Articles of Incorporation  presently authorizes the issuance
of up to  475,000,000  shares of Common Stock,  no par value.  As of October 25,
2004,  the  number  of  issued  and  outstanding  shares  of  Common  Stock  was
366,735,895.

      The  holders of each share of Common  Stock is entitled to one vote on all
matters  submitted to a vote of the  shareholders of the Company,  including the
election of directors. There is no cumulative voting for directors.

      The holders of Common Stock are entitled to receive such  dividends as the
Board of Directors may from time to time declare out of funds legally  available
for payment of dividends. No dividends may be paid on the Common Stock until all
accumulated and unpaid cumulative dividends on the Series A Preferred Stock have
been paid.  Upon any  liquidation,  dissolution  or  winding up of the  Company,
holders of shares of Common Stock are entitled to receive pro rata all assets of
the Company available for distribution, subject to the liquidation preference of
the Series A Preferred  Stock of $10.00 per share and any unpaid and accumulated
dividends on the Series A Preferred  Stock.  As of October 29, 2004,  the unpaid
and  accumulated  dividends  on the  Series A  Preferred  Stock was  $7,069,237.
Shareholders  of the Company do not have any preemptive  rights to subscribe for
or purchase shares, obligations, warrants, or other securities of the Company.
Item 5. Interests of Named Experts and Counsel

      Douglas  M.  Lurio,  Esquire,  President  of  Lurio  &  Associates,  P.C.,
securities counsel to the Company, was the beneficial owner of 921,463 shares of
Common Stock on October 29, 2004.

Item 6. Indemnification of Directors and Officers

      Section 1746 of the  Pennsylvania  Business  Corporation  Law of 1988,  as
amended  ("BCL"),   authorizes  a  Pennsylvania  corporation  to  indemnify  its
officers,  directors,  employees and agents under certain  circumstances against
expenses and liabilities  incurred in legal  proceedings  involving such persons
because of their holding or having held such  positions  with the Company and to
purchase and maintain insurance of such  indemnification.  The Company's By-laws
substantively  provide that the Company will indemnify its officers,  directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

      Section  1713  of  the  BCL  permits  a  Pennsylvania  corporation,  by so
providing in its By-laws,  to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform  the  duties of his  office  and the  breach or  failure  constitutes
self-dealing,   willful  misconduct  or  recklessness.   In  addition,  no  such
limitation  of  liability is available  with  respect to the  responsibility  or
liability of a director  pursuant to any criminal  statute or for the payment of
taxes pursuant to Federal,  state or local law. The Company's  By-laws eliminate
the personal  liability  of the  directors  to the fullest  extent  permitted by
Section 1713 of the BCL.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The Exhibit  Index  immediately  preceding  the  exhibits is  incorporated
herein by reference.

Item 9. Undertakings

      The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) to reflect in the  prospectus any facts or events arising
after  the  effective  date  of  the  registration  statement  (or  most  recent
post-effective   amendment  thereof)  which,   individually  in  the  aggregate,
represent a fundamental change in the information in the registration statement;
and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

      Except  that,  subparagraph  (i) and (ii) of this  paragraph  do not apply
provided  that  the  information  required  in  a  post-effective  amendment  is
incorporated  by reference  from periodic  reports filed by the issuer under the
Securities Exchange Act of 1934.

            (2) That for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration  statement relating to the securities offered herein, and shall
treat the  offering of such  securities  at that time as the  initial  bona fide
offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4) That  for  purposes  of  determining  any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d)  of the  Securities  Exchange  Act  1934)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Malvern, Pennsylvania, on November 1, 2004.

                             USA TECHNOLOGIES, INC.

                             By: /s/ George R. Jensen, Jr.
                                --------------------------
                                George R. Jensen, Jr.,
                                Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1933, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.
SIGNATURES                                TITLE                              DATE
-----------                               -----                              ----
/s/ GEORGE R. JENSEN, JR.    CHAIRMAN OF THE BOARD OF DIRECTORS,       NOVEMBER 1, 2004
---------------------------       CHIEF EXECUTIVE OFFICER
GEORGE R. JENSEN, JR.          (PRINCIPAL EXECUTIVE OFFICER)

/s/ MARY WEST YOUNG          CHIEF FINANCIAL OFFICER (PRINCIPAL        NOVEMBER 1, 2004
---------------------------         ACCOUNTING OFFICER)
MARY WEST YOUNG

/s/ WILLIAM W. SELLERS       DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
WILLIAM W. SELLERS

/s/ STEPHEN P. HERBERT       PRESIDENT, CHIEF OPERATING OFFICER,       NOVEMBER 1, 2004
---------------------------               DIRECTOR
STEPHEN P. HERBERT

/s/ WILLIAM L. VAN ALEN,JR.  DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
WILLIAM L. VAN ALEN, JR.

/s/ DOUGLAS M. LURIO         DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
DOUGLAS M. LURIO

/s/ STEVEN KATZ              DIRECTOR                                  NOVEMBER 1, 2004
---------------------------
STEVEN KATZ
Exhibit No.    Description
-----------    -----------

5.1            Opinion of Lurio & Associates, P.C.
10.1           USA Technologies, Inc. 2004-B Stock Compensation Plan
23.1           Consent of Independent Registered Public Accounting Firm