THESE WARRANTS AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON UNLESS SUCH SECURITIES ARE REGISTERED UNDER
THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THIS WARRANT MAY
NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON
UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER
THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S
UNDER THE 1933 ACT.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 4:00P.M. (VANCOUVER TIME) ON MARCH 31, 2002
NON-TRANSFERABLE SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF
LML PAYMENT SYSTEMS INC.
A company continued in the Yukon Territory
THIS IS TO CERTIFY THAT ___________________ of _________________, (the "Holder") has the right
to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _________ fully paid
and non- assessable common shares (the "Shares") in the capital of LML Payment Systems Inc. (hereinafter
called the "Company") on or before 4:00P.M. (Vancouver time) on March 31, 2002 (the "Expiry Date") at a
price of U.S.$16.00.
1. ONE WARRANT AND U.S.$16.00 ARE REQUIRED TO PURCHASE ONE COMMON SHARE.
THIS CERTIFICATE REPRESENTS 350,000 WARRANTS.
2. These Warrants are issued subject to the terms and conditions attached as Schedule "A" hereto (the "Terms
and Conditions") and dated March 9, 2000, and the Warrant Holder may exercise the right to purchase