exhibit10_3.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.3

     

    AMENDING
AGREEMENT

     

    THIS
AGREEMENT made the 5th day of
February, 2009, to be effective as at the 5th day of
February, 2009 (the “Effective
Date”)

     

    BETWEEN:

     

    LML PAYMENT SYSTEMS INC., a
corporation continued under the laws of the Yukon Territory of 1680 – 1140 West
Pender Street, Vancouver, B.C., V6E 4G1

     

    (the
“Company”)

     

    AND:

     

    PATRICK H. GAINES, businessman
of, Vancouver, B.C.

     

    (the
“Executive”)

     

    WHEREAS:

     

    
      	
              A.  

            	
              The
      Company and the Executive are parties to an employment agreement dated
      March 31, 2008 (the “Original Agreement”)
      whereby the Company has retained the services of the Executive in acting
      as its President and Chief Executive Officer and Chairman of the board of
      directors of the Company (the “Board”);

            


    

     

    
      	
              B.  

            	
              The
      Board has determined that it is in the best interests of the Company that
      the Executive cease to be the President of the Company and be replaced in
      that office by Mr. Craig Thomson who is, as of the date hereof, the
      President and Chief Executive Officer (“CEO”) of Beanstream
      Internet Commerce Inc., a wholly-owned subsidiary of the Company and that
      the Executive continue as the Chairman of the Board and CEO of the
      Company;

            


    

     

    
      	
              C.  

            	
              Section
      11.2(b) of the Agreement provides, in effect, that “the assignment to the
      Executive of duties inconsistent with this Agreement or a change in his
      titles or authority” is “Good Reason” (as defined in the Agreement) to
      allow the Executive to terminate the Agreement and, thereby, to trigger
      the payments to him contemplated in section 11.7 of the
      Agreement;

            


    

     

    
      	
              D.  

            	
              It
      is appropriate to amend the Original Agreement in order to reflect such
      changes in management of the Company and also for the Executive to waive
      his rights under section 11.2(b) in respect of his ceasing to be
      President of the Company; and

            


    

     

    
      	
              E.  

            	
              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 2.1
      of the Original Agreement is deleted in its
  entirety.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.  

            	
              The
      following provision is added to the Original Agreement as a new
      section 2.1:

            


    

     

    “2.1           The
Executive agrees to perform the duties and responsibilities of the Chief
Executive Officer of the Company and the Chairman of the board of directors of
the Company (the “Board”).  The
Executive’s duties will include the day-to-day management of the Company,
attendance at all Board meetings and Board committee meetings, and such other
incidental duties and responsibilities as may be reasonably required by the
Company and assigned to the Executive by the Board from time to time
(hereinafter collectively referred to as the “Services”).”

     

    
      	
              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
      the Company and the Executive as if such amendments formed part of the
      Original Agreement.

            


    

     

    
      	
              4.  

            	
              The
      Executive hereby waives all his rights under section 11.2(b) of the
      Agreement with respect to the changes to his duties, titles and authority
      resulting from his ceasing to be the President of the Company as of the
      Effective Date.

            


    

     

    
      	
              5.  

            	
              This
      Agreement shall become binding upon the parties on the Effective
      Date.

            


    

     

    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/ Greg
      MacRae  	 	 
	Authorized
      Signatory	 	 
	 	 	 
	 	 	 
	
              PATRICK
      H. GAINES

            	 
      	 
      
	 	 	 
	/s/ Patrick
      H. Gaines  	 
      	/s/
      Carolyn Gaines
	
              Signature

            	 
      	
              Witness
      Signature

            
	 	 	 
	 
      	 
      	Carolyn
      Gaines
	 
      	 
      	
              Print
      Witness Name