USA TECHNOLOGIES, INC.
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▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ 19087
August 6, 1999
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Principal
Ram Consulting
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇:
This is to acknowledge and confirm the following terms of our
Consulting Agreement. The term of this agreement shall be for a six month
period, from August 1, 1999 through January 31, 2000. We are very pleased to be
a client of Ram Consulting.
(1) During the term hereof, Ram Consulting shall provide such business,
marketing, and strategic consulting services to the Company as shall be
requested from time to time by the Company.
(2) It is understood and agreed that none of the services to be
rendered by Ram Consulting on behalf of the Company shall be in connection with
the offer or sale of any securities of the Company in a capital raising
transaction or directly or indirectly promoting or maintaining a market for the
Company's securities.
(3) Compensation
(a) The Company shall issue to ▇▇▇▇▇▇ ▇▇▇▇▇▇, in his individual
name, in full payment for the consulting services to be rendered by Ram
Consulting, a total of 40,000 shares of fully vested, nonassessable, free
trading Common Stock of the Company. Upon the effective date of the registration
statement described in Paragraph 3(b) below, the Company shall issue such stock
to you.
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This issuance of the Company's stock shall be the only consideration that you
are entitled to under this Consulting Agreement.
(b) Promptly after the date of this Consulting 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 40,000 shares
of Common Stock of the Company issuable to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to Paragraph
3(a) above.
(4) Ram Consulting also hereby represents that it is not prohibited
from entering into this Consulting Agreement or from performing its obligations
hereunder by any law, regulation, contract, decree, order or agreement.
(5) Ram Consulting and the Company hereby acknowledge that Ram
Consulting is an independent contractor. In this regard, ▇▇▇ Consulting shall
not hold itself out as, nor shall it take any action from which others might
infer, that it is a partner, agent or joint venturer of the Company.
(6) This Consulting Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings and agreements between the parties.
This Consulting Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
(7) This Consulting Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. Any dispute arising out of this Consulting
Agreement shall be adjudicated in the courts of the Commonwealth of Pennsylvania
or in the federal courts located within the Commonwealth of Pennsylvania.
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Please indicate your acceptance of the terms of this Consulting
Agreement by signing below where indicated and returning it to me.
USA TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Chief Executive Officer
ACCEPTED:
RAM CONSULTING
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇,
Principal
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