<PAGE>

     As filed with the Securities and Exchange Commission on March 27, 1997
                              Registration No. 33-

================================================================================
                       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   160,000        $    .36          $   57,600           $ 17.45

(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 March 24, 1997. The registration fee represents 
         the minimum prescribed fee.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed in (a) through (d) 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, 1996; and

         (b) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended September 30, 1996; and

         (c) The Registrant's current report on Form 8-K filed on December 19,
1996.

         (d) The Registrant's Form 10-QSB Quarterly Report for the quarterly 
period ended December 31, 1996.


Item 4.  Description of Securities
-------  -------------------------

         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 March 24, 1997, there were 26,648,144 shares of Common Stock
issued and outstanding.

         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 March 24, 1997, 803,995 shares of Preferred
Stock were issued and outstanding and are convertible into 9,647,940 shares of
Common Stock through December 31, 1997 and 8,039,950 shares of Common Stock
thereafter. As of March 24, 1997, there were $2,952,962 of accrued and unpaid
dividends on the Preferred Stock which are convertible at the rate of $.83 per
share of Common Stock through December 31, 1997 and at the rate of $1.00 per
share of Common Stock thereafter. As of March 24, 1997, a total of 22,205 shares
of Preferred Stock have been converted into 222,050 shares of Common Stock and
accrued and unpaid dividends thereon have been converted into 46,494 shares of
Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 1,414,000 1995 Warrants, 1,866,000 1996
Warrants and 400,000 1996-B Warrants issued and outstanding as of March 24,
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 March 24, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 221,000
shares of Common Stock at $.65 per share, options to acquire up to 110,000
shares of Common Stock at $.50 per share, options to acquire up to 700,000
shares of Common Stock at $.45 per share, options to acquire up to 2,565,000
shares of Common Stock at $.25 per share, and options to acquire up to 220,000
shares of Common Stock at $.05 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.

                                      II-1

<PAGE>




         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 or converted. 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.


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.



                                      II-2

<PAGE>


Item 8.  Exhibits
-------  --------

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates

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       Consulting Agreement between Jerome M. Wenger and USA Technologies, 
         Inc. dated December 1, 1996


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.

                                      II-3

<PAGE>

         (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.


                                      II-4

<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 March 27, 1997.

                                   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 signed by the following persons in the
capacities and on the date indicated.

         Signature                      Title                        Date
         ---------                      -----                        ----

/s/ George R. Jensen, Jr.       Chairman of the Board,           March 27, 1997
-----------------------------   President and Chief
George R. Jensen, Jr.           Executive Officer,
                                (Principal
                                Executive Officer)

/s/ Stephen P. Herbert          Vice President,                  March 27, 1997
-----------------------------   Director
Stephen P. Herbert


/s/ Keith L. Sterling           Vice President,                  March 27, 1997
-----------------------------   Director
Keith L. Sterling              

/s/ Leland P. Maxwell
-----------------------------   Vice President, Chief            March 27, 1997
Leland P. Maxwell               Financial Officer


-----------------------------   Director                         March   , 1997
William W. Sellers


/s/ Peter G. Kapourelos         Director                         March 27, 1997
-----------------------------
Peter G. Kapourelos


/s/ Henry B. duPont Smith       Director                         March 27, 1997
-----------------------------
Henry B. duPont Smith


/s/William Van Alen, Jr.        Director                         March 27, 1997
-----------------------------
William L. Van Alen, Jr.

                                      II-5

<PAGE>




                                  EXHIBIT INDEX
                                  -------------

Exhibit No.             Description                                   Page No.
-----------             -----------                                   --------
5                       Opinion of Lurio & Associates

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                      Consulting Agreement between
                        Jerome M. Wenger and USA
                        Technologies dated December
                        1, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16874}]
{"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": "333-24061", "film-number": "97565554"}, "business-address": {"street1": "1265 DRUMMERS LANE STE 306", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6109890340"}, "mail-address": {"street1": "1265 DRUMMERS LANE", "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 March 27, 1997
                              Registration No. 33-

================================================================================
                       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   160,000        $    .36          $   57,600           $ 17.45

(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 March 24, 1997. The registration fee represents 
         the minimum prescribed fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

         The documents listed in (a) through (d) 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, 1996; and

         (b) The Registrant's Form 10-QSB Quarterly Report for the quarterly
period ended September 30, 1996; and

         (c) The Registrant's current report on Form 8-K filed on December 19,
1996.

         (d) The Registrant's Form 10-QSB Quarterly Report for the quarterly 
period ended December 31, 1996.

Item 4.  Description of Securities
-------  -------------------------

         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 March 24, 1997, there were 26,648,144 shares of Common Stock
issued and outstanding.

         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 March 24, 1997, 803,995 shares of Preferred
Stock were issued and outstanding and are convertible into 9,647,940 shares of
Common Stock through December 31, 1997 and 8,039,950 shares of Common Stock
thereafter. As of March 24, 1997, there were $2,952,962 of accrued and unpaid
dividends on the Preferred Stock which are convertible at the rate of $.83 per
share of Common Stock through December 31, 1997 and at the rate of $1.00 per
share of Common Stock thereafter. As of March 24, 1997, a total of 22,205 shares
of Preferred Stock have been converted into 222,050 shares of Common Stock and
accrued and unpaid dividends thereon have been converted into 46,494 shares of
Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 1,414,000 1995 Warrants, 1,866,000 1996
Warrants and 400,000 1996-B Warrants issued and outstanding as of March 24,
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 March 24, 1997, the Company has issued to its Directors,
executive officers, consultants, and employees options to acquire up to 221,000
shares of Common Stock at $.65 per share, options to acquire up to 110,000
shares of Common Stock at $.50 per share, options to acquire up to 700,000
shares of Common Stock at $.45 per share, options to acquire up to 2,565,000
shares of Common Stock at $.25 per share, and options to acquire up to 220,000
shares of Common Stock at $.05 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.

                                      II-1
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 or converted. 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.

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.

                                      II-2
Item 8.  Exhibits
-------  --------

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates

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       Consulting Agreement between Jerome M. Wenger and USA Technologies, 
         Inc. dated December 1, 1996

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.

                                      II-3
(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.

                                      II-4
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 March 27, 1997.

                                   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 signed by the following persons in the
capacities and on the date indicated.

         Signature                      Title                        Date
         ---------                      -----                        ----

/s/ George R. Jensen, Jr.       Chairman of the Board,           March 27, 1997
-----------------------------   President and Chief
George R. Jensen, Jr.           Executive Officer,
                                (Principal
                                Executive Officer)

/s/ Stephen P. Herbert          Vice President,                  March 27, 1997
-----------------------------   Director
Stephen P. Herbert

/s/ Keith L. Sterling           Vice President,                  March 27, 1997
-----------------------------   Director
Keith L. Sterling              

/s/ Leland P. Maxwell
-----------------------------   Vice President, Chief            March 27, 1997
Leland P. Maxwell               Financial Officer

-----------------------------   Director                         March   , 1997
William W. Sellers

/s/ Peter G. Kapourelos         Director                         March 27, 1997
-----------------------------
Peter G. Kapourelos

/s/ Henry B. duPont Smith       Director                         March 27, 1997
-----------------------------
Henry B. duPont Smith

/s/William Van Alen, Jr.        Director                         March 27, 1997
-----------------------------
William L. Van Alen, Jr.

                                      II-5
EXHIBIT INDEX
                                  -------------

Exhibit No.             Description                                   Page No.
-----------             -----------                                   --------
5                       Opinion of Lurio & Associates

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                      Consulting Agreement between
                        Jerome M. Wenger and USA
                        Technologies dated December
                        1, 1996