**Exhibit10.45**

 

**FIRSTAMENDMENT TO THE****THIRD AMENDED AND RESTATED PLEDGEAGREEMENT**

 

**THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED PLEDGEAGREEMENT**(“***Amendment***”) is madeand 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***”).  Allcapitalized terms not otherwise defined herein shall have the meanings given tosuch terms in the Prior Agreement (defined below).

 

**Recitals**

 

# **A.**            Bildnerand Company have entered into that certain Third Amended and Restated StockPledge 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.**            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.

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**Agreement**

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In consideration of theforegoing recitals and the mutual covenants herein set forth, and intending tobe legally bound, the parties hereto hereby amend the Prior Agreement asfollows:

 

**1.             Amendments to Prior Agreement.**

 

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

 

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

 

(b)           Section 2(i) of the Prior Agreementis hereby amended by adding the following language at the end thereof: “and anyinterest of Bildner in and to any securities account to which the Shares arecredited”.

 

**2.****             Representationsand Warranties.** Bildner hereby represents and warrants to the Company that itsrepresentations and warranties in the Prior Agreement continue to be true andcomplete in all material respects as of the date hereof after giving effect tothis Amendment and that the execution, delivery and performance of thisAmendment do not require the consent 

 

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or approval of anygovernmental body or regulatory authority and are not in contravention of or inconflict with any law or regulation or any term or provision of any otheragreement entered into by Bildner.

 

**3.**             **Reaffirmation of Terms**.  This Amendment shall be construed in connection with and as partof the Prior Agreement and all terms, conditions, representations, warranties,covenants, grants of security interests, and agreements set forth in the PriorAgreement, except as herein amended, are hereby ratified and confirmed.  Without limiting the foregoing, Bildnerhereby ratifies and reaffirms the validity and enforceability of the pledgemade pursuant to the Prior Agreement to the Company, as collateral security forthe April 1998 Note, and acknowledges that all of the Pledged Collateralpledged as security for the April 1998 Note pursuant to the Prior Agreementcontinues to be and remains collateral for the April 1998 Note from and afterthe date hereof.

 

**4.             Full Force And Effect; EntireAgreement.**  Except to theextent expressly provided in this Amendment, the terms and conditions of thePrior Agreement shall remain in full force and effect.

 

**5.             Counterparts; Effectiveness.**  This Amendment may be executed incounterparts, each of which when so executed shall be deemed an original, butall 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.

 

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

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| **Company:** | **Tier Technologies, Inc.,** |
|--------------|------------------------------|
|         | a California  corporation    |
|         |                         |
|         |                         |
|         | By:                          |   |   |
|         | James Weaver                 |
|         | Chairman &  CEO          |
|         |                         |
|         |                         |
| **Bildner:** |                         |
|         |                         |
|         |                         |   |
|         | **James L. Bildner**         |

 

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