<PAGE>

    As filed with the Securities and Exchange Commission on February 10, 1998
                                                          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)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                      JEROME M. WENGER CONSULTING AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (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
                         1760 Market Street, Suite 1300
                             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    120,000         $.32              $38,400          $12.67

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     January __, 1998. The registration fee represents 1/33 of 1% of the 
     proposed maximum aggregate offering price.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (g) below 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.


         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1997; and

         (b) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended September 30, 1997; 

         (c) The Registrant's current report on Form 8-K filed on July 8, 1997; 
and

         (d) The Registrant's current report on Form 8-K filed on November 
             26, 1997.

         (e) The Registrant's current report on Form 8-K filed on January
             29, 1998.  


Item 4.  Description of Securities

         The Company is proceeding with the registration of 120,000 shares of
Common Stock pursuant to an agreement with Jerome M. Wenger dated December 12,
1997. These shares are being issued for services rendered between December 1,
1997 and February 28, 1998.

         The Company is authorized to issue up to 55,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,200,000 shares of undesignated
Preferred Stock, all of which has been designated Series A Convertible Preferred
Stock, no par value ("Preferred Stock").

         As of December 31, 1997, there were 34,989,343 shares of Common Stock
issued and outstanding.

                                      II-1

<PAGE>


         The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Preferred Stock or any accrued and
unpaid dividends thereon. As of December 31, 1997, 555,872 shares of Preferred
Stock were issued and outstanding and are convertible into 5,558,720 shares of
Common Stock. As of December 31, 1997, there were $2,322,796 of accrued and
unpaid dividends on the Preferred Stock which are convertible at the rate of
$1.00 per share of Common Stock. As of December 31, 1997, a total of 349,678
shares of Preferred Stock have been converted into 4,139,546 shares of Common
Stock and accrued and unpaid dividends thereon have been converted into 
1,572,961 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 694,000 1995 Warrants, 864,000 1996 Warrants,
6,000 1996-B Warrants, 15,000 1997 Warrants or the 1,100,000 Warrants held by
affiliates and/or consultants to GEM Advisors, Inc., issued and outstanding as
of December 31, 1997.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of December 31, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 150,000
shares of Common Stock at $.50 per share, options to acquire up to 1,436,000
shares of Common Stock at $.45 per share, and options to acquire up to 2,565,000
shares of Common Stock at $.25 per share. The Company has also issued purchase
rights to acquire up to 157,300 shares of Common Stock at $1.00 per share. All
options to purchase Common Stock were granted at prices at or above the market
value on the date of the grant.

         The holder 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.


                                      II-2

<PAGE>






Item 5.  Interests of Named Experts and Counsel

         Not applicable.

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 following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates


                                      II-3

<PAGE>



23.1     Consent of Lurio & Associates (included in the opinion filed as Exhibit
         5 hereto)

23.2     Consent of Ernst & Young LLP, Independent Auditors

28       Amendment to Consulting Agreement between Jerome M. Wenger and USA
         Technologies, Inc. dated December 12, 1997


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 or together, 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

                                      II-4

<PAGE>



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.


                                      II-5

<PAGE>


                                   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 Wayne, Pennsylvania, on February 10, 1998.

                                    USA TECHNOLOGIES, INC.


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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in 
the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                   Title                                  Date
         ---------                                   -----                                  ----

<S>                                          <C>                                        <C>
/s/ George R. Jensen, Jr.                    Chairman of the Board,                    February 10, 1998
------------------------                     President and Chief          
George R. Jensen, Jr.                        Executive Officer,           
                                             (Principal and Chief Executive
                                             Officer)

/s/ Leland P. Maxwell                        Vice President, Chief                     February 10, 1998
------------------------                     Financial Officer,                                        
Leland P. Maxwell                            Treasurer (Principal Accounting 
                                             Officer)                                                     

/s/ Stephen P. Herbert                       Executive Vice President - Chief          February 10, 1998
------------------------                     Operating Officer, Director
Stephen P. Herbert      


/s/ Keith L. Sterling                        Executive Vice President - Systems        February 10, 1998
------------------------                     and Chief Information Officer, 
                                             Secretary, Director
Keith L. Sterling       

                         
/s/ William W. Sellers 
------------------------                     Director                                  February 10, 1998
William W. Sellers


/s/ Peter G. Kapourelos                      Director                                  February 10, 1998
------------------------
Peter G. Kapourelos


                                             Director                                  February _, 1998
---------------------------
Henry B. duPont Smith


/s/ William L. Van Alen, Jr.                 Director                                  February 10, 1998
----------------------------
William L. Van Alen, Jr.

</TABLE>

                                      II-6

<PAGE>








                                  EXHIBIT INDEX



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

5                          Opinion of Lurio & Associates

10.1                       Amendment to Consulting Agreement
                           between Jerome M. Wenger and USA
                           Technologies dated December 12, 1997

23.1                       Consent of Lurio & Associates
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Ernst & Young LLP,
                           Independent Auditors
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17730}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "7359", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46011", "film-number": "98530030"}, "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 February 10, 1998
                                                          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)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                      JEROME M. WENGER CONSULTING AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (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
                         1760 Market Street, Suite 1300
                             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    120,000         $.32              $38,400          $12.67

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     January __, 1998. The registration fee represents 1/33 of 1% of the 
     proposed maximum aggregate offering price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (g) below 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.

         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 1997; and

         (b) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended September 30, 1997; 

         (c) The Registrant's current report on Form 8-K filed on July 8, 1997; 
and

         (d) The Registrant's current report on Form 8-K filed on November 
             26, 1997.

         (e) The Registrant's current report on Form 8-K filed on January
             29, 1998.  

Item 4.  Description of Securities

         The Company is proceeding with the registration of 120,000 shares of
Common Stock pursuant to an agreement with Jerome M. Wenger dated December 12,
1997. These shares are being issued for services rendered between December 1,
1997 and February 28, 1998.

         The Company is authorized to issue up to 55,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,200,000 shares of undesignated
Preferred Stock, all of which has been designated Series A Convertible Preferred
Stock, no par value ("Preferred Stock").

         As of December 31, 1997, there were 34,989,343 shares of Common Stock
issued and outstanding.

                                      II-1
The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Preferred Stock or any accrued and
unpaid dividends thereon. As of December 31, 1997, 555,872 shares of Preferred
Stock were issued and outstanding and are convertible into 5,558,720 shares of
Common Stock. As of December 31, 1997, there were $2,322,796 of accrued and
unpaid dividends on the Preferred Stock which are convertible at the rate of
$1.00 per share of Common Stock. As of December 31, 1997, a total of 349,678
shares of Preferred Stock have been converted into 4,139,546 shares of Common
Stock and accrued and unpaid dividends thereon have been converted into 
1,572,961 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 694,000 1995 Warrants, 864,000 1996 Warrants,
6,000 1996-B Warrants, 15,000 1997 Warrants or the 1,100,000 Warrants held by
affiliates and/or consultants to GEM Advisors, Inc., issued and outstanding as
of December 31, 1997.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of December 31, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 150,000
shares of Common Stock at $.50 per share, options to acquire up to 1,436,000
shares of Common Stock at $.45 per share, and options to acquire up to 2,565,000
shares of Common Stock at $.25 per share. The Company has also issued purchase
rights to acquire up to 157,300 shares of Common Stock at $1.00 per share. All
options to purchase Common Stock were granted at prices at or above the market
value on the date of the grant.

         The holder 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.

                                      II-2
Item 5.  Interests of Named Experts and Counsel

         Not applicable.

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 following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates

                                      II-3
23.1     Consent of Lurio & Associates (included in the opinion filed as Exhibit
         5 hereto)

23.2     Consent of Ernst & Young LLP, Independent Auditors

28       Amendment to Consulting Agreement between Jerome M. Wenger and USA
         Technologies, Inc. dated December 12, 1997

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 or together, 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

                                      II-4
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.

                                      II-5
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 Wayne, Pennsylvania, on February 10, 1998.

                                    USA TECHNOLOGIES, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in 
the capacities and on the date indicated.
Signature                                   Title                                  Date
         ---------                                   -----                                  ----
/s/ George R. Jensen, Jr.                    Chairman of the Board,                    February 10, 1998
------------------------                     President and Chief          
George R. Jensen, Jr.                        Executive Officer,           
                                             (Principal and Chief Executive
                                             Officer)

/s/ Leland P. Maxwell                        Vice President, Chief                     February 10, 1998
------------------------                     Financial Officer,                                        
Leland P. Maxwell                            Treasurer (Principal Accounting 
                                             Officer)                                                     

/s/ Stephen P. Herbert                       Executive Vice President - Chief          February 10, 1998
------------------------                     Operating Officer, Director
Stephen P. Herbert      

/s/ Keith L. Sterling                        Executive Vice President - Systems        February 10, 1998
------------------------                     and Chief Information Officer, 
                                             Secretary, Director
Keith L. Sterling       

                         
/s/ William W. Sellers 
------------------------                     Director                                  February 10, 1998
William W. Sellers

/s/ Peter G. Kapourelos                      Director                                  February 10, 1998
------------------------
Peter G. Kapourelos

                                             Director                                  February _, 1998
---------------------------
Henry B. duPont Smith

/s/ William L. Van Alen, Jr.                 Director                                  February 10, 1998
----------------------------
William L. Van Alen, Jr.
II-6
EXHIBIT INDEX

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

5                          Opinion of Lurio & Associates

10.1                       Amendment to Consulting Agreement
                           between Jerome M. Wenger and USA
                           Technologies dated December 12, 1997

23.1                       Consent of Lurio & Associates
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Ernst & Young LLP,
                           Independent Auditors