Amendment to Consulting Agreement Between Cleartronic and Larry M. Reid

Exhibit 10.2

Amendment to Consulting Agreement Between Cleartronic and Xxxxx X. Xxxx

Reference is made to the Consulting Agreement dated October 1, 2008 between Cleartronic, Inc.  (the "Company") and Xxxxx X. Xxxx ("Xxxx").

Xxxx currently serves as President, CEO and CFO with the following compensation:

·

Monthly consulting fee of $8,000 per month.

The agreement is amended as of June 1, 2011 and both parties agree as follows:

·

Xxxx will relinquish his position as President and CEO, retain the position of CFO and remain a member of the Board of Directors.

·

Monthly consulting fee will now be $9,000 and $3,000 per month accruing in shares or warrants at Xxxx'x discretion through May 31, 2012. The exercise or conversion price of the shares or warrants shall be the average VWAP of the stock for the 30 days prior to the grant date. The “VWAP” shall be defined as the daily Volume Weighted Average Price (“VWAP”), as reported on Bloomberg.

·

The company will reimburse Xxxx for health insurance premium costs, expected to be approximately $2,000 per quarter.

·

1 year total of all the above is $152,000.

·

The Consulting Agreement and this Amendment may be assigned to a third party.

·

If Xxxx quits for any reason other than for “good reason" as defined below, during the 12 months, he keeps the current month’s fees and pro-rated portion of health insurance premiums, and forfeits the rest of the money.

·

If Xxxx is terminated without cause, or quits for “good reason” during the 12 months, then the balance of the $152,000 is due to him when he leaves.

o

Good reason is defined in his employment contract as loss of title or being essentially demoted.

Agreed to and Accepted

/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx, CEO

Date7/8/11

Agreed to and Accepted

/s/ Xxxxx X. Xxxx

Xxxxx Xxxx

Date7/8/11