AMENDMENT TO SETTLEMENT AGREEMENT
THIS AMENDMENT TO SETTLEMENT AGREEMENT ("the Amendment"), dated this 22nd day of August,
2000, and deemed effective August 22, 2000, by, between, and among LML PAYMENT SYSTEMS, INC.
("LML"), CHEQUEMARK HOLDINGS, INC. ("CHI"), CHEQUEMARK PATENT, INC. ("CPI"),
CHEQUEMARK, INC. ("Chequemark"), ROBERT R. HILLS ("Mr. Hills"), and CHEQUEMARK
TECHNOLOGIES CORPORATION n/k/a MARK TECHNOLOGIES, INC. ("CTC").
WHEREAS, on or about March 11, 1998, pursuant to a "Patent Purchase Agreement", CPI purchased U.S.
Patent No. 5,484,988 ("the '988 Patent") relating to the "Checkwriting Point-of-Sale System," ("the
Checkwriting System") a related patent application and related technology ("the Patent Estate") from Mr. Hills
and Henry R. Nichols ("Mr. Nichols"), ultimately in exchange for shares of LML stock and future earn-out shares
of LML stock; and
WHEREAS, on or about March 11, 1998, pursuant to an "Asset Purchase Agreement", Chequemark purchased
the assets, including software, executable code and source code relating to the Checkwriting System, of CTC
ultimately in exchange for shares of LML stock, and future earn-out shares of LML stock; and
WHEREAS, on or about March 11, 1998, Mr. Hills entered into an "Employment Agreement" with Chequemark
in which he agreed to remain employed by Chequemark for a period of one (1) year; and
WHEREAS, to secure his one (1) year employment obligation, Mr. Hills pledged the shares of LML stock he
received pursuant to the Patent Purchase Agreement and his portion of the shares of LML stock received by
CTC under the Asset Purchase Agreement; and
WHEREAS, the LML Share Certificates representing the shares then pledged by Mr. Hills were held in escrow
by the law firm of Dinsmore & Shohl in Columbus, Ohio,("the Escrowed Shares"); and
WHEREAS, LML disputes Mr. Hills' and CTC's ownership of the Escrowed Shares and maintains that Mr. Hills
committed a "Unilateral Resignation" and that, therefore, the LML Share Cert