THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT").
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER 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. 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.
FORM OF SPECIAL WARRANT CERTIFICATE
FORM OF SPECIAL WARRANT FOR SHARES
THIS SPECIAL WARRANT WILL BECOME NULL AND VOID
AT 4:00 P.M. (VANCOUVER TIME) ON MARCH 31, 2002
LML PAYMENT SYSTEMS INC.
A company continued in the Yukon Territory
DATE OF ISSUANCE: March ___, 2000.
THIS IS TO CERTIFY THAT ____________________., a __________________ (herein called the
"Holder"), is entitled to acquire during the period (the "Exercise Period") commencing on the date hereof and
ending at 4:00 p.m. (Vancouver time) on March 31, 2002 (the "Expiry Date"), up to ___________ common
shares (the "Shares") in the capital of LML Payment Systems Inc. (the "Company"), without the payment of any
additional consideration therefor.
1. This Special Warrant is issued subject to the terms and conditions attached as Schedule "A" hereto (the
"Terms and Conditions"), and, in particular, the right of the Holder to acquire Shares hereunder during the
exercise period shall be subject to the Terms and Conditions.
2. In the event of any deemed exercise of the rights represented by this Special Warrant, the Company will cause
certificates for the