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Exhibit 10.40    
  


 
  SECOND MODIFICATION TO CREDIT AGREEMENT    
  


    This Second Modification to Credit Agreement (this "Modification") is entered into by and between  TIER TECHNOLOGIES,
 INC.("Borrower") and IMPERIAL BANK ("Bank") as of this 19th day of September,
2001, at Inglewood, California. 


 
 

RECITALS    
  


    This Modification is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by
the parties to be true and accurate: 


    Bank
and Borrower previously entered into a Credit Agreement dated August 25, 2000, which was subsequently amended pursuant to
that certain modification agreement dated June 18, 2001. The Credit Agreement and the modification shall collectively be referred to herein as
the "Agreement." 


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below. 


 
 

AGREEMENT    
  


    1.  Incorporation by Reference.  The Recitals and the documents referred to therein are incorporated
herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement. 



    2.  Modification to the Agreement.  Subject to the satisfaction of the conditions precedent as set forth
in Section 3 hereof, the Agreement is hereby modified as set forth below. 



	A.
	Subsection
1.01A(b) of the Agreement is hereby deleted in its entirety and replaced with the following: 





"(b)
Letter of Credit Usage and Sublimit. Subject to availability under the Revolving Line of Credit, at any time and from time to time from the date
hereof through the banking day immediately prior to the Revolving Line of Credit Maturity Date, Bank shall issue for the account of Borrower such standby and commercial letters of credit ("Letters of
Credit") as Borrower may request, which requests shall be made by delivering to Bank a duly executed letter of credit application on Bank's standard form; provided, however, that the outstanding and
undrawn amounts under all such Letters of Credit (i) shall not at any time exceed Four Million Dollars ($4,000,000) ("Letters of Credit Sublimit") and (ii) shall be deemed to constitute
Revolving Loans for the purpose of calculating availability under the Revolving Line of Credit. Unless agreed to in writing by Bank, no Letter of Credit shall have an expiration date that is later
than the Revolving Line of Credit Maturity Date. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of
Bank's form application and letter of credit agreement and other agreements required by Bank. Borrower will pay all usual issuance and other fees that Bank notifies Borrower it will be charged for
issuing and processing Letters of Credit for Borrower" 





    3.  Legal Effect.  The effectiveness of this Modification is conditioned upon receipt by Bank of this
Modification, and any other documents which Bank may require to carry out the terms hereof. Except as specifically set forth in this Modification, all of the terms and conditions of the Agreement
remain in full force and effect. 



    4.  Integration.  This is an integrated Modification and supersedes all prior negotiations and agreements
regarding the subject matter hereof. All amendments hereto must be in writing and signed by the parties. 


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    IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above. 



	TIER TECHNOLOGIES, INC.	 	IMPERIAL BANK
	
By:	
 	

/s/ Laura B. DePole
	
 	

By:	
 	

/s/ Mike Hazlewood
 Michael Hazlewood

Senior Vice President
	Title:	 	CFO/Secretary
	 	 	 	 
	

By:	
 	

  
	
 	

 	
 	

 
	Title:	 	  
	 	 	 	 




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Exhibit 10.40


SECOND MODIFICATION TO CREDIT AGREEMENT

RECITALS

AGREEMENT