<PAGE>

      As filed with the Securities and Exchange Commission on December 8, 2003
                                                    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 2003-A 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)   $0.24             $120,000             $11.04

(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  2003-A 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,  2003,  the  quarterly  report on Form  10-QSB  for the  quarter  ended
September 30, 2003, and the  Preliminary  Proxy Statement on Schedule 14-A filed
with  the  Securities   and  Exchange   Commission  on  November  25,  2003  are
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  2003-A Stock  Compensation
Plan. The Company's 2003-A Stock  Compensation Plan was approved by the Board of
Directors on September 25, 2003.

         The  Company's  Articles  of  Incorporation  presently  authorizes  the
issuance  of up to  400,000,000  shares of Common  Stock,  no par  value.  As of
November 24, 2003, the number of issued and  outstanding  shares of Common Stock
on a fully converted basis would be 389,708,631.

         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.  Shareholders of the
Company do not have any preemptive  rights to subscribe for or purchase  shares,
obligations, warrants, or other securities of the Company.

                                       2
<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 421,413 shares of
Common Stock on June 30, 2003.

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.

                                       4
<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 December 8, 2003.

                                    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>
/S/ GEORGE R. JENSEN, JR.    CHAIRMAN OF THE BOARD OF DIRECTORS,       DECEMBER 8, 2003
-------------------------    CHIEF EXECUTIVE OFFICER
GEORGE R. JENSEN, JR.        (PRINCIPAL EXECUTIVE OFFICER)

/S/ DAVID M. DEMEDIO         CHIEF FINANCIAL OFFICER (PRINCIPAL        DECEMBER 8, 2003
--------------------------   ACCOUNTING OFFICER)
DAVID M. DEMEDIO

/S/ WILLIAM W. SELLERS       DIRECTOR                                  DECEMBER 8, 2003
--------------------------
WILLIAM W. SELLERS

/S/ STEPHEN P. HERBERT       PRESIDENT, CHIEF OPERATING OFFICER,       DECEMBER 8, 2003
--------------------------   DIRECTOR
STEPHEN P. HERBERT

                             DIRECTOR                                  DECEMBER _, 2003
---------------------------
WILLIAM L. VAN ALEN, JR.

/S/ DOUGLAS M. LURIO         DIRECTOR                                  DECEMBER 8, 2003
--------------------------
DOUGLAS M. LURIO

                             DIRECTOR                                  DECEMBER _, 2003
--------------------------
STEVEN KATZ
</TABLE>


                                       5
<PAGE>




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

5.1      Opinion of Lurio & Associates, P.C.
10.1     USA Technologies, Inc. 2003-A Stock Compensation Plan
23.1     Consent of Independent Auditors


                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 15185}]
{"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": "333-111001", "film-number": "031042684"}, "business-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6109890340"}, "mail-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
As filed with the Securities and Exchange Commission on December 8, 2003
                                                    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 2003-A 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)   $0.24             $120,000             $11.04

(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  2003-A 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,  2003,  the  quarterly  report on Form  10-QSB  for the  quarter  ended
September 30, 2003, and the  Preliminary  Proxy Statement on Schedule 14-A filed
with  the  Securities   and  Exchange   Commission  on  November  25,  2003  are
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  2003-A Stock  Compensation
Plan. The Company's 2003-A Stock  Compensation Plan was approved by the Board of
Directors on September 25, 2003.

         The  Company's  Articles  of  Incorporation  presently  authorizes  the
issuance  of up to  400,000,000  shares of Common  Stock,  no par  value.  As of
November 24, 2003, the number of issued and  outstanding  shares of Common Stock
on a fully converted basis would be 389,708,631.

         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.  Shareholders of the
Company do not have any preemptive  rights to subscribe for or purchase  shares,
obligations, warrants, or other securities of the Company.

                                       2
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 421,413 shares of
Common Stock on June 30, 2003.

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.

                                       4
(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 December 8, 2003.

                                    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,       DECEMBER 8, 2003
-------------------------    CHIEF EXECUTIVE OFFICER
GEORGE R. JENSEN, JR.        (PRINCIPAL EXECUTIVE OFFICER)

/S/ DAVID M. DEMEDIO         CHIEF FINANCIAL OFFICER (PRINCIPAL        DECEMBER 8, 2003
--------------------------   ACCOUNTING OFFICER)
DAVID M. DEMEDIO

/S/ WILLIAM W. SELLERS       DIRECTOR                                  DECEMBER 8, 2003
--------------------------
WILLIAM W. SELLERS

/S/ STEPHEN P. HERBERT       PRESIDENT, CHIEF OPERATING OFFICER,       DECEMBER 8, 2003
--------------------------   DIRECTOR
STEPHEN P. HERBERT

                             DIRECTOR                                  DECEMBER _, 2003
---------------------------
WILLIAM L. VAN ALEN, JR.

/S/ DOUGLAS M. LURIO         DIRECTOR                                  DECEMBER 8, 2003
--------------------------
DOUGLAS M. LURIO

                             DIRECTOR                                  DECEMBER _, 2003
--------------------------
STEVEN KATZ
5
Exhibit No.            Description
------------           -----------

5.1      Opinion of Lurio & Associates, P.C.
10.1     USA Technologies, Inc. 2003-A Stock Compensation Plan
23.1     Consent of Independent Auditors

                                       6