USA TECHNOLOGIES, INC.
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▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ 19087
August 6, 1999
Ms. ▇▇▇▇▇▇▇ ▇▇▇▇▇
c/o USA Technologies, Inc.
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▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ 19087
Dear ▇▇▇▇▇▇▇:
This is to acknowledge and confirm our agreement that in lieu of the
next $40,000 of salary due to you from the Company, you will be issued an
aggregate of 20,000 shares of Common Stock, all as more fully described below.
The Company shall issue to you in your individual name, a total of
20,000 shares of fully vested, nonassessable, free trading Common Stock of the
Company. Upon the effective date of the registration statement described below,
the Company shall issue such stock to you.
Promptly after the date of this agreement, the Company will cause a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering 20,000 shares of Common Stock of the
Company issuable to you pursuant hereto.
Except as specifically set forth herein, all of the terms and
conditions of your presently existing compensation arrangements with the Company
shall remain in full force and effect.
Please indicate your acceptance of the terms of this agreement by
signing below where indicated and returning it to me.
USA TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Chief Executive Officer
ACCEPTED:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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