Exhibit 4.32
                                                          10/9/03


La Jolla Cove Investors, Inc.
1795 Union Street, 3rd floor
San Francisco, CA 94123
Attn:        Mr. Travis Huff, Portfolio Manager

          Re:      USA Technologies, Inc.

Dear Mr. Huff:

         As you know, the SEC staff has indicated that the issuance by USA to La
Jolla in March 2003 of warrants to  purchase  up to  9,000,000  shares of common
Stock may be in violation  of the  registration  provisions  of the 1933 Act. In
such event,  La Jolla has rescission  rights in connection  these warrants under
Section 12(1) of the 3.933 Act.  These  warrants  (which were in addition to the
conversion  warrants  issuable  at the  time of  conversion  of the  convertible
debenture)  had been granted to La Jolla in  recognition  of the delay in having
the resale  registration  statement declared effective on a timely basis. On the
date hereof, USA and La Jolla agree that these 9,000,000 warrants (none of which
have been  exercised) are hereby  canceled and rescinded and of no further force
or effect whatsoever.

          This will also  confirm  that as of the date  hereof,  La Jolla  holds
additional  warrants  to  purchase up to  17,465,376  shares of Common  Stock at
$.1008 per share. These so-called  "conversion warrants" were issued to La Jolla
in  Connection  with  and at the  time  of the  conversions  of the  convertible
debenture on April 18. 2003,  April 24, 2003 and June 2. 2003.  The Common Stock
underlying  these warrants had originally  been included in the November 8, 2002
registration  statement.  The SEC staff  indicated  that because the  Conversion
warrants  had not vested as of  November  e, 2002,  the  shares  underlying  the
warrants had to be removed  from the  registration  statement.  USA will include
these Shares in the new resale  registration  statement to be filed with the SEC
within the next several weeks.

          This will  confirm  that the  entire  convertible  debenture  has been
converted  into  Common  Stock as of June 2, 2003,  and that all,  of the shares
issued upon conversion have been sold by La Jolla under Rule 144.

                   Except as otherwise set forth above, the existing  agreements
between  USA and La Jolla  shall  not be  amended  or  modified  in any  respect
whatsoever and shall continue in full force and effect in accordance  with their
terms.

          Please  indicate  La Jolla's  agreement  to this letter  agreement  by
signing below where indicated and returning it to me.

                                            Sincerely.

                                            USA TECHNOLOGIES, INC.

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

AGREED TO AND APPROVED;

LA JOLLA COVE INVESTORS, INC.

By: /s/ Travis Huff
   ----------------------------------
     Travis Huff, Portfolio Manager