USA Technologies Inc – ‘SB-2’ on 8/2/96 – EX-10

As of:  Friday, 8/2/96   ·   Accession #:  950116-96-711   ·   File #:  333-09465

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        88    373K 
                          Issuer                                                 
 2: EX-3        Exhibit 3.1.6                                          3     14K 
 3: EX-4        Exhibit 4.1                                           25     60K 
 4: EX-4        Exhibit 4.2                                            4     20K 
 5: EX-5        Exhibit 5.1                                            2±    12K 
 6: EX-10       Exhibit 10.1.2                                         2     12K 
11: EX-10       Exhibit 10.14.2                                        3     12K 
12: EX-10       Exhibit 10.15.1                                        3     16K 
13: EX-10       Exhibit 10.18.1                                        6     29K 
 7: EX-10       Exhibit 10.2.1                                         2     12K 
15: EX-10       Exhibit 10.28                                         10     26K 
16: EX-10       Exhibit 10.29                                          7     31K 
 8: EX-10       Exhibit 10.3.1                                         2     12K 
17: EX-10       Exhibit 10.30                                         10     27K 
18: EX-10       Exhibit 10.31                                          7     31K 
19: EX-10       Exhibit 10.32                                          2     16K 
20: EX-10       Exhibit 10.33                                          2     13K 
 9: EX-10       Exhibit 10.6.1                                         6     30K 
10: EX-10       Exhibit 10.7.1                                         6     30K 
14: EX-10.26    Remarketing Agreement                                  9     51K 
21: EX-23       Exhibit 23.1                                           1      8K 

EX-10   —   Exhibit 10.2.1
Exhibit Table of Contents

EX-10
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                                                                  Exhibit 10.2.1
FIRST AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION

 AGREEMENT

                  This First Amendment is made as of the 29th day of April 1996,
by and between KEITH L. STERLING ("Sterling"), and USA TECHNOLOGIES, INC., a    
Pennsylvania corporation ("USA").                                               

Background

        USA and Sterling entered into an Employment And Non-
Competition Agreement dated as of July 1, 1993 (the "Agreement"). As more fully 
set forth herein, the parties desire to amend the Agreement in certain respects.

 Agreement

               NOW, THEREFORE, in consideration of the covenants set forth
herein, and intending to be legally bound hereby, the parties agree as follows: 

             1. Amendment.  Subparagraph A. of Section 2. Compensation
and Benefits of the Agreement is hereby deleted and the following               
new subparagraph A. is hereby substituted in its place:                         

                  A. In consideration of his services rendered, USA shall pay to
                  Sterling a base salary at the rate of $75,000 per year through
               June 30, 1996, and a base salary at the rate of $90,000 per
year from and after July 1, 1996.           

                  2. Modification. Except as otherwise specifically set forth in
Paragraph 1, the Agreement shall not be amended or modified in any respect      
whatsoever and shall continue in full force and effect.                         

EX-10
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         3. Capitalized Terms. Except as specifically provided
otherwise herein, all capitalized terms used herein shall have the meanings     
ascribed to them in the Agreement.                                              

            4. Original Part. The amendment to the Agreement made in
Paragraph 1 hereof shall be deemed to have been an original part of the         
Agreement and to have been effective from and after the date of the Agreement.  

             IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.                     

                        USA TECHNOLOGIES, INC.

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

                       /s/ Keith L. Sterling
                                  --------------------------------
                    Keith L. Sterling.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed on:		8/2/96
		7/1/96		1
		6/30/96		1					10-K
		7/1/93		1
									List all Filings