Exhibit 4.33






                                 October 3, 2003

Alpha Capital Atkiengesellschaft
Pradafant 7
9490 Furstentms
Vaduz, Lichtenstein
Fax: 011-42-32323196

         Re:      USA Technologies, Inc.

Dear Sir or Madam:

         As you know,  pursuant  to Section  8.4 of the  Subscription  Agreement
between USA Technologies,  Inc., a Pennsylvania  corporation  ("USA"), and Alpha
Capital  Atkiengesellschaft  ("Alpha"),  a Non-Registration  Event has occurred.
This will confirm that USA and Alpha have agreed to the following as a result of
the Non-Registration Event:

         1. USA shall issue to Alpha an additional  500,000 shares of restricted
USA Common Stock within 15 days of the date hereof. The certificate representing
the shares shall be delivered to Grushko & Mittman,  P.C.,  attorneys for Alpha,
shall bear an  appropriate  restrictive  legend  under the 1933 Act and shall be
subject to stop  transfer  instructions.  In connection  with these shares,  USA
grants to Alpha "piggy back" registration rights described in Section 8.1(ii) of
the Subscription Agreement.

         2. The Purchase Price for the 750,000 shares of Common Stock underlying
the Warrant shall be reduced to $.0665 per share.  USA confirms that the holding
period  under Rule 144 for the Warrant  Shares  upon a cashless  exercise of the
Warrants would be the original issuance date of the Warrants.

         3. USA agrees to make a cash  payment to  Grushko & Mittman,  P.C.,  as
attorneys for Alpha,  in the amount of $5,000.00  (USD) within fifteen (15) days
of the date of this  letter..  Alpha  agrees  that the  provisions  set forth in
Sections 1,2, and 3 above will be in full  satisfaction of any and all penalties
or remedies otherwise provided for in Section 8.4 of the Subscription  Agreement
and Section 9 of the Warrants through December 31, 2003.  Furthermore,  if Alpha
has sold all of 1,500,000  shares of Common Stock and the 750,000 Warrant Shares
under  Rule 144 on or  before  January  31,  2004,  there  shall  be no  further
penalties due for any period after December 31, 2003.

         USA  and  Alpha   confirm  that  because  of  the   occurrence  of  the
Non-Registration  Event,  Alpha shall not purchase and USA shall not sell any of
the Second Closing  Securities as contemplated in Section 9. Second Closing.  of
the Subscription Agreement.

         Except as otherwise  specifically  set forth herein,  the  Subscription
Agreement  and the  Warrants  shall not be amended or  modified  in any  respect
whatsoever  and shall  continue in full force and effect in accordance  with its
terms.  Except as specifically  provided otherwise herein, all capitalized terms
used  herein  shall  have  the  meanings  ascribed  to them in the  Subscription
Agreement.




         If USA shall  default in its  obligation  to deliver  the shares  under
Section 1 hereof or to deliver the cash  payment  under  Section 3 hereof,  then
this letter agreement shall become null and void.

         Please indicate  Alpha'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.
                                               -------------------------------
                                                     George R. Jensen, Jr.,
                                                     Chief Executive Officer

AGREED TO AND APPROVED:

ALPHA CAPITAL ATKIENGESELLSCHAFT


By: /s/illegible
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