**Exhibit10.44**

 

**FIRSTAMENDMENT TO THE****SECOND AMENDED AND RESTATEDPLEDGE AGREEMENT**

 

**THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATEDPLEDGE AGREEMENT**(“***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(the “***Company***”).  Allcapitalized terms not otherwise defined herein shall have the meanings given tosuch terms in the Prior Agreement (defined below).

 

**RECITALS**

 

# **A.           **Bildner and the Company have entered into thatcertain Second Amended and Restated Stock Pledge Agreement dated as of June 30,1999 (the ***“PriorAgreement”***) pursuant to which, among other things, Bildnergranted a security interest to the Company in the Shares.

 

# **B.           **Concurrently herewith, the Shares will be convertedor exchanged into the Company’s Class B Common Stock.  As a result, Bildner and the Company desire to make certainamendments to the Prior Agreement.

 

**AGREEMENT**

 

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

 

**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 

 

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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.**             **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 tothe extent expressly provided in this Amendment, the terms and conditions ofthe Prior 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.

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

 

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