Prepared by MERRILL CORPORATION




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Exhibit 10.44  


 
 

FULL RECOURSE
  UNSECURED
  PROMISSORY NOTE    
  



	$100,000.00	 	October 22, 2001
	 	 	Walnut Creek, California





        FOR
VALUE RECEIVED, the sufficiency of which is acknowledged hereby, Harry Wiggins ("Maker"), an individual, promises to pay Tier
Technologies, Inc., a California corporation ("Holder"), or order, at 1350 Treat Boulevard, Suite 250, Walnut Creek, California or such other place as
Holder may from time to time designate, in lawful money of the United States, the principal sum of one hundred thousand dollars ($100,000.00), as set forth below. 



	1.
	Interest. Interest on the principal sum of this Note shall accrue at the rate of 3.55% per annum, compounded semi-annually, based on a
365-day year and the actual number of days elapsed.



	2.
	Payment/Forgiveness. Forgiveness of principal and interest will occur ratably over thirty-six (36) months from the date of issuance of
the Note. The amount forgiven will be included as income in the Holder's paycheck and subject to all applicable withholding taxes. 





	 	 	Maker and Holder agree that if Maker's employment with Holder terminates for any reason before this Note is completely repaid or forgiven, Maker personally guarantees the remaining outstanding principal and any accrued
interest ("the unforgiven balance") and shall repay the unforgiven balance immediately. Maker hereby consents to a right of offset by the Holder for all amounts that the Maker has outstanding under this Note against any compensation due Maker in the
event of termination, and Maker agrees to execute any written documentation to effect such payment.






	3.
	Prepayment. This Note may be prepaid in whole or in part, at any time, without penalty or premium.



	4.
	Application of Payments. All payments received by Holder shall be applied first to accrued interest, then to any other charges due with
respect to this Note, and then to the then-unpaid principal balance.



	5.
	Default and Remedies.



	a.
	Default. Maker will be in default under this Note if (i) Maker fails to repay principal and/or interest in full in accordance
with the terms set forth in Section 2, or (ii) Maker breaches any other covenant or agreement under this Note.



	b.
	Remedies. Upon Maker's default, Holder may (i) upon fifteen (15) days' written notice to Maker, declare the entire principal sum
and all accrued and unpaid interest hereunder immediately due and payable and (ii) exercise any and all remedies provided under applicable law. Maker accepts and agrees that this Note is a full
recourse Note and that Holder may exercise any and all remedies available to it under law. 









	6.
	Waivers. Maker, and any endorsers or guarantors hereof, severally waive diligence, presentment, protest and demand and also notice of
dishonor of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time without 



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notice, all without in any way affecting the liability of Maker or any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment hereof, agreed to by
Holder with any person now or hereafter liable for the payment of this Note, shall affect the original liability of Maker under this Note, even if Maker is not a party to such agreement. Holder may
waive its right to require performance of or compliance with any term, covenant or condition of this Note only by express written waiver. 



	7.
	Miscellaneous.



	a.
	Maker
shall pay all costs, including, without limitation, reasonable attorneys' fees and costs incurred by Holder in collecting the sums due hereunder, whether or not any legal action
is actually filed, litigated or prosecuted to judgment or award. In the event of any action or legal proceeding concerning this Note or the enforcement of any rights hereunder, Holder shall be
entitled to, in addition to any other relief to which Holder may be entitled, all legal and court costs and expenses, including reasonable attorneys' fees, incurred by Holder in connection with such
action.



	b.
	This
Note may be modified only by a written agreement executed by Maker and Holder.



	c.
	This
Note shall be governed by California law.



	d.
	The
terms of this Note shall inure to the benefit of and bind Maker and Holder and their respective heirs, legal representatives and successors and assigns.



	e.
	Time
is of the essence with respect to all matters set forth in this Note.



	f.
	If
this Note is destroyed, lost or stolen, Maker will deliver a new Note to Holder on the same terms and conditions as this Note, with a notation of the unpaid principal and accrued
and unpaid interest in substitution of the prior Note. Holder shall furnish to Maker reasonable evidence that the Note was destroyed, lost or stolen and any security or indemnity that may be
reasonably required by Maker in connection with the replacement of this Note. 







        IN
WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. 



	 	 	Maker:	 	/s/  HARRY WIGGINS      
 Harry Wiggins
	

APPROVED:	
 	

Holder:	
 	

/s/  LAURA B. DEPOLE      
Tier Technologies, Inc.
	

 	
 	

By:	
 	

/s/  LAURA B. DEPOLE      
CFO & Secretary






cc: Human Resources

      Accounting 


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FULL RECOURSE UNSECURED PROMISSORY NOTE