EXHIBIT 10.37

                     CANCELLATION OF SUBSCRIPTION AGREEMENT
                     --------------------------------------

     This Cancellation of Subscription Agreement is made this 20th day of March
2003, by and between Ratner & Prestia, P.C. (Ratner), a Pennsylvania
professional corporation, and USA Technologies, Inc.(USA), a Pennsylvania
corporation. Ratner and USA entered into a Subscription Agreement (Subscription
Agreement) dated October 25, 2002, whereby Ratner subscribed for 400,000 shares
of Common Stock of USA (the Common Stock) with the understanding that Ratner
would sell the Common Stock and apply the sale proceeds towards professional
fees due to Ratner by USA. Ratner and USA each agree to cancel the Subscription
Agreement and the Subscription Agreement shall be void and have no further
effect whatsoever.

     IN WITNESS WHEREOF, the parties have signed this Cancellation of
Subscription Agreement on the day and year first above written.

     Ratner & Prestia, P.C.

                                     /s/  Paul Prestia
Witness: __________________     By:________________________
                                   Paul Prestia, President


     USA Technologies, Inc.

                                    /s/  George R. Jensen, Jr.
Witness:___________________     By:_________________________
                                   George R. Jensen, Jr.,
                                   Chief Executive Officer