Net 1 UEPS Technologies, Inc.: Exhibit 10.49 - Filed by newsfilecorp.com






EXHIBIT 10.49 

AMENDMENT TO THE 
NET 1 UEPS TECHNOLOGIES, INC.

RESTRICTED STOCK AGREEMENT 
FOR NON-U.S. EMPLOYEES



          THIS
AMENDMENT is dated March 18, 2010, and is between NET 1 UEPS
TECHNOLOGIES, INC., a Florida corporation (the “Company”), and DR.
SERGE C.P. BELAMANT (the “Participant”). 

          The
parties entered into the Net 1 UEPS Technologies, Inc. Restricted Stock
Agreement for Non-U.S. Employees, effective as of August 7, 2007 (the
“Agreement”). The Agreement evidences the award of 40,000 restricted
shares of Company common stock, par value $0.001 per share, under the Amended
and Restated 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. The
restricted shares vest ratably on September 1 of 2009, 2010, and 2011, based on
the Participant’s continued service to the Company through the applicable
vesting date and a 25% increase, compounded annually, in fundamental earnings
per share (diluted) (expressed in South African rand) (defined in the Agreement
as “Fundamental EPS”) for the 2009, 2010, and 2011 fiscal years. 

          One-third
of the restricted shares vested on September 1, 2009, after the Remuneration
Committee of the Board of Directors of the Company used its discretion to
determine that the Fundamental EPS target was met for the fiscal year ending
June 30, 2009, after accounting for unusual and non-recurring events. On
November 5, 2009, the Board of Directors of the Company, upon recommendation of
the Remuneration Committee, determined to amend the award such that the
Fundamental EPS target is 20% for the remaining two tranches of restricted
shares that are scheduled to vest, if at all, on September 1 of 2010 and 2011.
No consent of the Participant is required for the amendment under section 10.3
of the Agreement because the modification would have no materially adverse
effect on the restricted shares. Nevertheless, the parties desire to formally
adopt this Amendment to memorialize the action of the Board of Directors of the
Company on November 5, 2009. 

          CONSEQUENTLY,
in consideration for the promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties agree to amend the Agreement, effective as of November
5, 2009, as follows: 

  
          1.          Section
2(c) is hereby amended by revising the second sentence of that section to read
as follows (revisions marked): 


  
    Specifically, the financial performance targets set forth
      in the table are based on a 25%20% increase, compounded annually, in fundamental earnings per share
      (diluted) (expressed in South African rand) (referred to hereafter as
      “Fundamental EPS”) above the Fundamental EPS for the fiscal
    year ended June 30, 2007.


  



  
          2.          
In all other respects, the Agreement is hereby ratified
      and confirmed.




[Signature page follows.] 




          The
parties are signing this Amendment as of the date stated in the introductory
clause. This Amendment may be executed in two or more counterparts, each being
an original and all of which, when taken together, shall be deemed one
instrument. 

NET 1 UEPS TECHNOLOGIES, INC.


	 	By: 	/s/ Herman Kotzé 
	 	 	Herman Kotzé 
	 	 	Chief Financial Officer,
      Secretary and Treasurer 


/s/ Serge C. P. Belamant 

DR. SERGE C.P. BELAMANT