Exhibit 10.32
September 24, 2009
Mr. David M.
DeMedio
Chief Financial
Officer
USA
Technologies, Inc.
Suite 140, 100
Deerfield Lane
Malvern, PA
19355
Dear
Dave-
I am pleased to
inform you that effective October 1, 2009, the Board of Directors
has granted to you additional fringe benefits in connection with
your employment as Chief Financial Officer of USA.
During your
employment, USA will obtain and pay the premiums for a term life
insurance policy on your life in the face amount of $750,000.
During your employment, you shall designate the beneficiary of the
policy. If you sh