exh10_2.htm

Exhibit 10.2

    AMENDING
      AGREEMENT

    


    


    THIS
      AGREEMENT made the 29th day of June, 2007

    


    


    BETWEEN:

    LML
      PAYMENT SYSTEMS INC., a corporation continued  under the laws
      of the Yukon Territory

    


    (“LML”)

    


    AND:

    BEANSTREAM
      INTERNET COMMERCE INC., a corporation incorporated under the laws of
      British Columbia

     

    (“Beanstream”)

    


    AND:

    CRAIG
      THOMSON, an individual residing at 4787 Amblewood Drive, Victoria,
      British Columbia, V8Y 2S2

    


    (the
      “Employee”)

    


    WHEREAS:

    


    
      	
              A.

            	
              Beanstream
                and the Employee are parties to an employment agreement dated December
                1,
                2006 (the “Original Agreement”) whereby Beanstream has
                retained the services of the Employee in acting as its President
                and Chief
                Executive Officer;

            


    

    


    
      	
              B.

            	
              Pursuant
                to an Arrangement Agreement dated April 30, 2007 as amended by an
                amending
                agreement dated May 24, 2007 between LML and Beanstream, LML acquired
                all
                of the issued and outstanding shares in the capital stock of Beanstream;
                and

            


    

    


    
      	
              C

            	
              The
                parties now wish to make certain amendments to the Original Agreement
                upon
                the terms and conditions set out in this
                Agreement;

            


    

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and other valuable consideration (the receipt and sufficiency of which
      is
      hereby acknowledged), the parties hereto covenant and agree as
      follows:

     

    

      
        	
                1.

              	
                Section
                  3.6 and Section 3.7 of the Original Agreement are deleted in their
                  entirety.

              


      

      


      
        	
                2.

              	
                The
                  following provision is added to the Original Agreement as a new
                  Section
                  3.6:

              


      

       

    

    “3.6           The
      Employee is eligible to be awarded options to purchase Common Shares in the
      capital stock of LML by the Stock Option Committee of LML or the Compensation
      Committee of LML, as the case may be.”

     

    
      	
              3.

            	
              All
                provisions of the Original Agreement which are not amended by this
                Agreement remain unchanged and the amendments contemplated in Sections
                1
                and 2 hereof  taken together with all other unamended provisions
                of the Original Agreement form the employment agreement between Beanstream
                and the Employee as if such amendments formed part of the Original
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      on
      the day and year first above written.

     

    
      	
              LML
                PAYMENT SYSTEMS INC.

            	 	 
	 	 	 
	
              Per:
                /s/ Patrick H. Gaines

            	 	 
	
              Authorized
                Signatory

            	 	 
	 	 	 
	
              BEANSTREAM
                INTERNET COMMERCE INC.

            	 	 
	 	 	 
	
              Per:
                /s/ Craig Thomson

            	 	 
	
              Authorized
                Signatory

            	 	 
	 	 	 
	
              CRAIG
                THOMSON

            	 	 
	 	 	 
	
              /s/
                Craig Thomson

            	 	
              /s/
                Chris Koide

            
	
              Signature

            	 	
              Witness
                Signature

            
	 	 	 
	 	 	
              Chris
                Koide

            
	 	 	
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                Witness Name