**Exhibit10.43**

 

**FIRSTAMENDMENT TO THE****PLEDGE AGREEMENT**

 

**THIS FIRST AMENDMENT TO THE PLEDGEAGREEMENT**(“***Amendment***”) is made and entered into as of June 14,2004 by and between **JAMES L. BILDNER**, a resident of theCommonwealth of Massachusetts (“***Bildner***”) and **TIER TECHNOLOGIES, INC.**, a Californiacorporation (the “***Company***”).  All capitalized terms not otherwise definedherein shall have the meanings given to such terms in the Prior Agreement(defined below).

 

**RECITALS**

 

# **A.****                                   **Bildnerand the Company have entered into that certain Pledge Agreement dated as ofMarch 27, 2000 (the ***“PriorAgreement”***) pursuant to which, among other things, Bildnergranted a security interest to Company in the Shares.

#  

# **B.****                                   **Concurrentlyherewith, the Shares will be converted or exchanged into the Company’s Class BCommon Stock.  As a result, Bildner andthe Company desire to make certain amendments to the Prior Agreement.

 

**AGREEMENT**

 

Inconsideration of the foregoing recitals and the mutual covenants herein setforth, and intending to be legally bound, the parties hereto hereby amend thePrior Agreement as follows:

 

**1.****                                      AMENDMENTSTO DEFINITION OF PRIOR AGREEMENT.**

 

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

 

“(d)  The number of shares of Class A Common Stockof the Company set forth on Schedule A hereto (including any shares ofClass B Common Stock of the Company issued upon conversion or exchange of suchClass A Common Stock), which are currently beneficially owned by Bildner, shallserve as the security for the Barton Notes (the “Shares”).”

 

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

 

**2.****                                      REPRESENTATIONSAND WARRANTIES.**  Bildner herebyrepresents and warrants to the Company that its representations and warrantiesin the Prior Agreement continue to be true and complete in all materialrespects as of the date hereof after giving effect to this Amendment 

 

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and that the execution,delivery and performance of this Amendment do not require the consent orapproval of any governmental body or regulatory authority and are not incontravention of or in conflict with any law or regulation or any term orprovision of any other agreement entered into by Bildner.

 

**3.**                                      **REAFFIRMATIONOF TERMS**.  This Amendmentshall be construed in connection with and as part of the Prior Agreement andall terms, conditions, representations, warranties, covenants, grants ofsecurity interests, and agreements set forth in the Prior Agreement, except asherein amended, are hereby ratified and confirmed.  Without limiting the foregoing, Bildner hereby ratifies andreaffirms the validity and enforceability of the pledge made pursuant to thePrior Agreement to the Company, as collateral security for the Barton Notes,and acknowledges that all of the Pledged Collateral pledged as security for theBarton Note pursuant to the Prior Agreement continues to be and remainscollateral for the Barton Note from and after the date hereof.

 

**4.****                                      FULLFORCE AND EFFECT; ENTIRE AGREEMENT.** Except to the extent expressly provided in this Amendment, the terms andconditions of the Prior Agreement shall remain in full force and effect.

 

**5.****                                      COUNTERPARTS;EFFECTIVENESS.**  This Amendment maybe executed in counterparts, each of which when so executed shall be deemed anoriginal, but all such counterparts together shall constitute one and the sameinstrument.  This Amendment shall bedeemed effective upon the execution of a counterpart hereof by Bildner and theCompany.

 

**INWITNESS WHEREOF,** each of the parties hereto has caused thisAmendment to be executed and delivered on the date first set forth above.

 
| **THE COMPANY:** | **TIER TECHNOLOGIES, INC.,** |
|------------------|------------------------------|
|             | a California  corporation    |
|             |                         |
|             |                         |
|             | By:                          |   |
|             | James Weaver                 |
|             | Chairman &  CEO          |
|             |                         |
|             |                         |
| **BILDNER:**     |                         |
|             |                         |
|             |                         |   |
|             | **JAMES L. BILDNER**         |

 

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