CANTALOUPE, INC. — Director's Dealing 2010

May 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: USA TECHNOLOGIES INC (USAT)
CIK: 0000896429
Period of Report: 2010-05-14

Reporting Person: JENSEN GEORGE R JR (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-14	Common Stock	P	1500	$0.66	Acquired	69802	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35429	Indirect
Common Stock	2000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock ()	65000	Direct
Warrants	$2.2	2011-12-31	Common Stock (15000)	15000	Direct
Non-Qualified Stock Option (Right to Buy)	$7.5		Common Stock (75000)	75000	Direct

Footnotes

F1: Each share of Series A Convertible Preferred Stock is convertible into a hundredth of a share of Common Stock, and does not have an expiration date.

F2: The options may be excercised at any time within five years of vesting. The options vested as follows: 25,000 on 5/11/06, 25,000 on 6/30/07 and 25,000 on 6/30/08.