Exhibit
10.45


 


FIRST
AMENDMENT TO THE

THIRD AMENDED AND RESTATED PLEDGE
AGREEMENT


 


THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED PLEDGE
AGREEMENT (“Amendment”) is made
and entered into as of June 14, 2004 by and between JAMES L.
BILDNER, a resident of the Commonwealth of Massachusetts (“Bildner”) and Tier Technologies, Inc., a California corporation
(“Company”).  All
capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Prior Agreement (defined below).


 


Recitals


 


A.            Bildner
and Company have entered into that certain Third Amended and Restated Stock
Pledge Agreement dated as of June 30, 1999 (the “Prior Agreement”) pursuant to which,
among other things, Bildner granted a security interest to Company in the Shares.


 


B.            Concurrently
herewith, the Shares will be converted or exchanged into the Company’s Class B
Common Stock.  As a result, Bildner and
the Company desire to make certain amendments to the Prior Agreement.


 


Agreement


 


In consideration of the
foregoing recitals and the mutual covenants herein set forth, and intending to
be legally bound, the parties hereto hereby amend the Prior Agreement as
follows:


 


1.             Amendments to Prior Agreement.


 


(a)           Section 1(b) of the Prior Agreement
is hereby amended and restated in its entirety to read as follows:


 


“(b)  The number of shares of Class A Common Stock
of the Company set forth on Schedule A hereto (including any shares of Class B
Common Stock of the Company issued upon conversion or exchange of such Class A
Common Stock), which are currently beneficially owned by Bildner, shall serve
as the security for the April 1998 Note (the “Shares”).”


 


(b)           Section 2(i) of the Prior Agreement
is hereby amended by adding the following language at the end thereof: “and any
interest of Bildner in and to any securities account to which the Shares are
credited”.


 


2.             Representations
and Warranties. 
Bildner hereby represents and warrants to the Company that its
representations and warranties in the Prior Agreement continue to be true and
complete in all material respects as of the date hereof after giving effect to
this Amendment and that the execution, delivery and performance of this
Amendment do not require the consent 


 


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or approval of any
governmental body or regulatory authority and are not in contravention of or in
conflict with any law or regulation or any term or provision of any other
agreement entered into by Bildner.


 


3.             Reaffirmation of Terms.  This Amendment shall be construed in connection with and as part
of the Prior Agreement and all terms, conditions, representations, warranties,
covenants, grants of security interests, and agreements set forth in the Prior
Agreement, except as herein amended, are hereby ratified and confirmed.  Without limiting the foregoing, Bildner
hereby ratifies and reaffirms the validity and enforceability of the pledge
made pursuant to the Prior Agreement to the Company, as collateral security for
the April 1998 Note, and acknowledges that all of the Pledged Collateral
pledged as security for the April 1998 Note pursuant to the Prior Agreement
continues to be and remains collateral for the April 1998 Note from and after
the date hereof.


 


4.             Full Force And Effect; Entire
Agreement.  Except to the
extent expressly provided in this Amendment, the terms and conditions of the
Prior Agreement shall remain in full force and effect.


 


5.             Counterparts; Effectiveness.  This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute one and the same
instrument.  This Amendment shall be
deemed effective upon the execution of a counterpart hereof by Bildner and the
Company.


 


In Witness Whereof,
each of the parties hereto has caused this Amendment to be executed and
delivered on the date first set forth above.


 


	
  Company:

  	
  Tier Technologies, Inc.,

  
	
   

  	
  a California
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James Weaver

  
	
   

  	
  Chairman &
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bildner:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James L. Bildner

  



 


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