<PAGE>

                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT
                              --------------------


         This Employment Agreement (the "Agreement") dated and effective as of
April 2, 2003 (the "Effective Date") is by and between US DATAWORKS, INC., a
Nevada corporation (the "Company"), and TERRY E. STEPANIK ("Stepanik"). In
consideration of the mutual covenants and promises contained herein, the parties
agree as follows.

         WHEREAS, Stepanik has been employed by the Company for a number of
years, and the services of Stepanik, his managerial and financial experience,
and his knowledge of the affairs of the Company are of great value to the
Company; and

         WHEREAS, the Company deems it essential that it have the advantage of
the services of Stepanik for a period extending beyond his present employment
agreement, and desires to enter into a continuing agreement of employment with
him, and to provide Stepanik with compensation for past contributions to the
Company; and Stepanik desires to enter into such an agreement with the Company
upon the terms and conditions stated hereunder.

                                    ARTICLE 1
                               GENERAL PROVISIONS
                               ------------------

         Section 1.1 EMPLOYMENT. The Company hereby employs Stepanik, and
Stepanik accepts such employment by the Company upon the terms and conditions
hereof.

         Section 1.2 TERM. Subject to earlier termination as specifically set
forth herein, the initial term of this Agreement shall be three (3) years (the
"Term") commencing on the Effective Date. The Term shall be extended
automatically without further action by either party for successive one (1) year
terms, unless either party shall have served ninety (90) days prior written
notice upon the other party that this Agreement shall terminate.

         Section 1.3 TERMINATION. Stepanik's employment and this Agreement shall
terminate upon the earliest to occur of any of the following events (the actual
date of such termination being referred to herein as the "Termination Date"):

         (a)      Pursuant to Section 1.2.

         (b)      In the event of Stepanik's death or disability as set forth in
                  Section 3.8.

         (c)      Termination of Stepanik's employment by the Company for cause
                  without any prior notice (except as specifically set forth
                  below), upon the occurrence of any of the following events
                  (each of which shall constitute "Cause"):

                  (i)      any embezzlement or wrongful diversion of funds of
                           the Company or any affiliate of the Company by
                           Stepanik;


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                  (ii)     gross malfeasance by Stepanik in the conduct of
                           Stepanik's duties;

                  (iii)    breach of this Agreement and, if such breach is
                           capable of being cured, as determined by the Board of
                           Directors of the Company (the "Board of Directors"),
                           failure of Stepanik to cure such breach after notice
                           and reasonable opportunity to cure such breach; or

                  (iv)     gross neglect by Stepanik in carrying out Stepanik's
                           duties.

         (d)      Termination of Stepanik's employment by the Company at any
                  time without Cause.

         (e)      Termination by Stepanik of his employment at any time.

         Section 1.4 TERMINATION OBLIGATIONS: RETURN OF COMPANY PROPERTY. Upon
termination of this Agreement, Stepanik shall promptly return all Company
property.

                                    ARTICLE 2
                 POSITION AND DUTIES; OTHER BUSINESS ACTIVITIES
                 ----------------------------------------------

         Section 2.1 POSITION. Stepanik shall be employed as President and Chief
Operating Officer of the Company and report to the Chief Executive Officer.
Stepanik holds a voting seat on the Board of Directors and shall continue to
serve at the pleasure of the Board of Directors and the stockholders. Such
employees as Stepanik may determine, subject to the approval of the Board of
Directors or the Chief Executive Officer, shall report to Stepanik.

         Section 2.2 DUTIES; FULL ATTENTION TO BUSINESS. Stepanik shall perform
such services for the Company, that reasonably serve the purpose of this
Agreement and/or meet the needs of the Company, as may be reasonably assigned to
him by the Board of Directors and that are consistent with the position Stepanik
holds. Stepanik shall devote his full business time, energies, interest,
abilities and productive efforts to the business of the Company. Without the
Company's written consent, Stepanik shall not render any kind of employee-type
or consulting services to others for compensation and, in addition, shall not
engage in any activity which conflicts or interferes with his performance of
duties hereunder.

         Section 2.3 COVENANT NOT TO COMPETE DURING TERM. During the Term,
Stepanik shall comply in all respects with the Company's written policies with
respect to conflicts of interest. Stepanik shall not, without the prior written
consent of the Board of Directors, engage in or be interested, directly or
indirectly, in any business or operation competitive with the Company. For the
purpose of this paragraph, Stepanik shall be deemed to be interested in a
business or operation which is competitive with the Company if Stepanik is a
holder of 5% or more of the issued and outstanding ownership interests in such
business or operation, or serves as a director, officer, employee, agent,
partner, individual proprietor, lender, consultant, or independent contractor of
such business or operation.

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         Section 2.4 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Stepanik
acknowledges that in connection with his employment by the Company or its
affiliates, he has and may acquire or learn "Confidential Information" of the
Company by virtue of a relationship of trust and confidence between Stepanik and
the Company. Stepanik warrants and agrees that during the Term he shall not
disclose to anyone (other than to officers of the Company or to such other
persons as such officers may designate), or use, except in the course of his
employment with the Company or its affiliates, any Confidential Information
acquired by him in the course of or in connection with his employment. As used
herein, the term "Confidential Information" shall include, but not be limited
to: all information of any type or kind, whether or not reduced to a writing and
whether or not conceived, originated, discovered or developed in whole or in
part by Stepanik, which is directly related to the Company, its operations,
policies, agreements with third parties, its financial affairs and related
matters, including business plans, strategic planning information, product
information, purchase and sales information and terms, supplier negotiation
points, styles and strategies, contents and terms of contracts between the
Company and suppliers, advertisers, vendors, contact persons, terms of supplier
and/or vendor contracts or particular transactions, potential supplies and/or
vendors, or other related data; marketing information such as but not limited
to, prior, ongoing or proposed marketing programs, presentations, or agreements
by or on behalf of the Company, pricing information, customer bonus programs,
marketing tests and/or results of marketing efforts, computer files, lists and
reports, manuals and memos pertaining to the business of the Company, lists or
compilations of vendor and/or supplier names, addresses, phone numbers,
requirements and descriptions, contract information sheets, compensation
requirements or terms, benefits, policies, and any other financial information
whether about the Company, entities related or affiliated with the Company or
other key information pertaining to the business of the Company, including but
not limited to all information which is not generally available to or known in
the information services industry (or is available only as a result of an
unauthorized disclosure) and is treated by the Company as "Confidential
Information" during the term of this Agreement, regardless of whether or not
such Information is a "trade secret" as otherwise defined by applicable law
unless such information is in the public domain.

         Section 2.5 NO SOLICITATION OF EMPLOYEES. Stepanik specifically agrees
that during the Term and for a period of two (2) years after his termination of
employment with the Company, Stepanik shall not, directly or indirectly, either
for himself or for any other person, firm, corporation or legal entity, solicit
any individual then employed by the Company to leave the employment of the
Company.

         Section 2.6 OWNERSHIP OF WORK PRODUCT AND IDEAS. Any discoveries,
inventions, patents, materials, licenses and ideas applicable to the industry or
relating to Stepanik's services for the Company or its affiliates, whether or
not patentable or copyrightable, created by Stepanik during his employment by
the Company or its affiliates ("Work Product") and all business opportunities
within the industry ("Opportunities") introduced to Stepanik by the Company or
its affiliates will be owned by the Company, and Stepanik will have no personal
interest in such, except to the extent that the Company allows Stepanik to
invest or participate in or have other rights to such Work Product or
Opportunities. Stepanik will, in such connection, promptly

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disclose any such Work Product and Opportunities to the Company and, upon
request of the Company, will assign to the Company all right in such Work
Product and Opportunities.

                                    ARTICLE 3
                             COMPENSATION; BENEFITS
                             ----------------------

         Section 3.1 SALARY. The Company shall pay Stepanik Seven Thousand Two
Hundred Ninety-One and 67/100 Dollars ($7,291.67) on a semi-monthly basis, for
an annualized base salary ("Base Salary") of One Hundred Seventy-five Thousand
and NO/100 Dollars ($175,000.00). Beginning with the first anniversary of the
date of the Agreement and for each subsequent year of employment (or any portion
of any such year), Stepanik shall be entitled to a base salary review by the
Company to determine if any increase to base salary is warranted as a result of
performance.

         Section 3.2 BONUS. In addition to the Stepanik's base salary, Stepanik
shall be eligible to receive a bonus ("Bonus") for each fiscal year equal to (a)
5% of the Company's EBITDA, as determined by the Board of Directors, but not in
excess of 1.5 times the amount of Stepanik's Base Salary paid to him during such
fiscal year, plus (b) such additional amount based on Stepanik's performance as
may be determined by the Board of Directors in its sole discretion. Any Bonus
owing to Stepanik shall be paid within thirty (30) days following the filing of
the Company's annual report on Form 10-K for the applicable fiscal year.

         Section 3.3 PAID VACATION. Stepanik shall be entitled to three weeks of
paid vacation during each year of service or such longer amount of vacation time
as Stepanik and the Compensation Committee of the Board of Directors shall
mutually agree upon.

         Section 3.4 STOCK OPTIONS.

         (a)      Subject to approval of the Compensation Committee of the Board
                  of Directors, the Company will grant to Stepanik (i) an option
                  to purchase 1,775,000 shares of common stock of the Company
                  under the Company's 2000 Stock Option Plan (the "Plan"), which
                  shall be intended to qualify as an incentive stock option to
                  the maximum extent permitted under Section 422 of the Internal
                  Revenue Code of 1986, as amended, and (ii) subject to
                  compliance with the limitations of the American Stock Exchange
                  applicable to grants of options to officers without
                  stockholder approval, an option to purchase an additional
                  2,900,000 shares outside the Plan, half of which (1,450,000)
                  will be granted as soon as practicable following the Effective
                  Date and the other half of which (1,450,000) will be granted
                  one year later. Subject to approval of the Compensation
                  Committee, the Company will also grant to Stepanik an option
                  to purchase an additional 325,000 shares under the Plan,
                  provided that the Board of Directors and the stockholders of
                  the Company have approved an increase in the number of shares
                  authorized for issuance under the Plan to 15 million shares
                  and a sufficient increase in the number of shares for which
                  options may be granted to an individual under the Plan (the
                  "Plan Amendment"). All such options will have an exercise
                  price per


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                  share equal to the fair market value of the Company's common
                  stock as of the date of grant. If, by reason of the
                  limitations of the American Stock Exchange applicable to
                  grants of options to officers without stockholder approval,
                  the Company cannot grant an option to purchase all 2,900,000
                  shares outside the Plan, then the Company will grant an option
                  to purchase such shares that are in excess of the American
                  Stock Exchange limitations under the Plan following the Plan
                  Amendment, subject to approval of the Compensation Committee.
                  Each option shall be subject to the terms and conditions of
                  the Plan (or substantially equivalent terms if the option is
                  granted outside the Plan) and an option agreement to be
                  entered into between the Company and Stepanik, in a form
                  approved by the Compensation Committee of the Board of
                  Directors. Each option agreement shall provide that the option
                  shall have a ten year term (subject to earlier termination in
                  connection with termination of employment).

         (b)      The options shall vest and become exercisable, subject to
                  continued employment, as follows:

                  (i)      The option described in Section 3.4(a)(i) for
                           1,775,000 shares shall vest as to 50% of the shares
                           on December 31, 2003 and as to the remaining 50% on
                           the first anniversary of the Effective Date of this
                           Agreement,
                  (ii)     The option described in Section 3.4(a)(ii) for
                           1,450,000 shares, to be granted following the
                           Effective Date, shall vest as to 50% of the shares on
                           March 31, 2005, and as to the remaining 50% of the
                           shares on March 31, 2006,
                  (iii)    The option described in Section 3.4(a)(ii) for
                           1,450,000 shares to be granted one year following the
                           Effective Date shall vest as to 50% of the shares on
                           March 31, 2005, and as to the remaining 50% of the
                           shares on March 31, 2006, and
                  (iv)     The option described in Section 3.4(a) for 325,000
                           shares shall vest as to 50% of the shares on March
                           31, 2005, and as to the remaining 50% of the shares
                           on March 31, 2006,

         in each case to become fully vested and exercisable upon a Change in
         Control as defined in the Plan.

         (c)      Stepanik shall be eligible to receive additional grants of
                  options pursuant to the Plan in the sole discretion of the
                  Compensation Committee of the Board of Directors.

         (d)      If the Company is subject to a Change in Control as defined in
                  the Plan during the Term but prior to the grant of the option
                  described in Section 3.4(a)(ii) for 1,450,000 shares (to be
                  granted one year following the Effective Date), or the option
                  described in Section 3.4(a) for 325,000 shares (to be granted
                  following the Plan Amendment), Stepanik shall be entitled to a
                  cash bonus equal to the excess of the fair market value of the
                  shares for which such options were not granted as


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                  of the date of the Change in Control, over the fair market
                  value of such shares as of April __, 2003. Any payments due
                  hereunder shall be paid within sixty (60) days of the date of
                  the Change in Control.

         Section 3.5 [RESERVED.]

         Section 3.6 OTHER BENEFITS. During the Term, Stepanik shall be entitled
to participate in present and future employee benefit plans which are available
to the Company's employees, subject to eligibility requirements thereunder. The
Company shall also pay $10,000 to Stepanik as a signing bonus within ten (10)
days following the closing by the Company of a debt financing in the amount of
at least $1.5 million following execution of this Agreement (a "Funding Event").

         Section 3.7 REIMBURSEMENT OF EXPENSES AND COMMISSIONS. Upon execution
of this Agreement, the Company shall reimburse Stepanik for all reasonable
business expenses previously incurred by him and due and owing under that one
certain Employment Agreement dated April 2, 2001 (which amount is $10,101.83).
The Company shall provide Stepanik with a corporate charge card to be used for
reasonable business purposes only and shall promptly reimburse Stepanik for all
reasonable business expenses incurred by him in the performance of his duties
hereunder subject to and in accordance with the Company's business expense
reimbursement policies as in effect from time to time. The Company shall also
pay to Stepanik the amount of previously accrued, unpaid commissions (in the
aggregate amount of $66,449.99), in installments at the rate of $5,000 per month
until the balance is paid in full.

         Section 3.8 DISABILITY OR DEATH. If the Board of Directors determines,
on the basis of professional medical advice, that Stepanik has become unable to
substantially perform his duties under this Agreement due to illness or mental
or physical disability, and that such failure or inability has continued or is
reasonably expected to continue for any consecutive six-month period, the
Company shall have the option to terminate this Agreement by giving written
notice to Stepanik thereof and the basis therefor at least 30 days prior to the
effective date of termination. This Agreement shall also terminate immediately
upon Stepanik's death. If Stepanik's employment with the Company is terminated
pursuant to this Section 3.8, the Company shall pay Stepanik the salary, bonuses
and commissions which are earned but unpaid as of the date of termination. The
Board of Directors shall have discretion to determine the amount, if any, of
Bonus which Stepanik has earned prior to termination of employment during a
fiscal year.

         Section 3.9 SEVERANCE.

         (a)      If the Company terminates Stepanik's employment other than for
                  Cause pursuant to Section 1.3(d), and other than by reason of
                  death or Disability pursuant to Section 3.8, or if Stepanik
                  resigns within ten (10) days following a material diminution
                  in his title within six (6) months following a Change of
                  Control, then subject to Stepanik's continuing obligations
                  under Sections 2.4 and 2.5 and in consideration of the
                  execution, delivery and effectiveness of a general release of


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                  claims in a standard form approved by the Company, the Company
                  shall pay to Stepanik a lump sum of two (2) times Stepanik's
                  current Base Salary in cash within fifteen (15) days after the
                  date of termination (or, if later, upon the effectiveness of
                  the general release following any applicable revocation
                  period) and shall vest 100% of Stepanik's then remaining
                  unvested options granted in accordance with this Agreement, in
                  addition to other amounts payable from qualified plans,
                  nonqualified retirement plans, and deferred compensation
                  plans, which amounts shall be paid in accordance with the
                  terms of such plans.

         (b)      If Stepanik resigns within ten (10) days following a material
                  diminution in his title by the Board of Directors of the
                  Company, other than in connection with a termination of his
                  employment for Cause or as a result of death or Disability
                  pursuant to Section 3.8, then subject to Stepanik's continuing
                  obligations under Sections 2.4 and 2.5 and in consideration of
                  the execution, delivery and effectiveness of a general release
                  of claims in a standard form approved by the Company, the
                  Company shall vest 50% of Stepanik's then remaining unvested
                  options granted in accordance with this Agreement, and
                  Stepanik's entitlement to other amounts payable from qualified
                  plans, nonqualified retirement plans, and deferred
                  compensation plans shall be determined in accordance with the
                  terms of such plans.

         (c)      If the Company terminates Stepanik's employment for Cause, or
                  if Stepanik resigns (other than pursuant to Section 3.9(b)
                  above), then Stepanik shall only be entitled to be paid his
                  accrued, unpaid Base Salary through the effective date of his
                  termination of employment and his entitlement to other amounts
                  payable from qualified plans, nonqualified retirement plans,
                  and deferred compensation plans shall be determined in
                  accordance with the terms of such plans.

         (d)      No severance benefits shall be provided pursuant to Sections
                  3.9(a) or (b) if Stepanik's employment is terminated by reason
                  of expiration or non-renewal of this Agreement for any reason.

         Section 3.10 EXCESS PARACHUTE PAYMENTS.

         (a)      If there is a "change of control" of the Company within the
                  meaning of Section 280G of the Internal Revenue Code of 1986,
                  as amended (the "Code"), a portion of the benefits to which
                  Stepanik is entitled under this Agreement could be
                  characterized as "excess parachute payments" within the
                  meaning of Section 280G of the Code. The parties hereto
                  acknowledge that the protections set forth in this Section
                  3.10 are important, and it is agreed that Stepanik should not
                  have to bear the full burden of the excise tax that might be
                  levied under Section 4999 of the Code or any similar provision
                  of federal, state of local law, in the event that any portion
                  of the benefits payable to Stepanik pursuant to this Agreement
                  or the other incentive plans of the Company are treated as an
                  excess parachute payment. The parties, therefore, have agreed
                  as set forth in this Section 3.10.

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         (b)      Anything in this Agreement to the contrary notwithstanding, if
                  it shall be determined that any payment or distribution
                  (including income recognized by Stepanik upon the early
                  vesting of restricted property or upon the exercise of options
                  whose exercise date has been accelerated) by the Company or
                  any other Person to or for the benefit of Stepanik (whether
                  paid or payable or distributed or distributable pursuant to
                  the terms of this Agreement or otherwise, but determined
                  without regard to any additional payments required under this
                  Section 3.10 (a "Payment") would be subject to the excise tax
                  imposed by Section 4999 of the Code or any similar provision
                  of any federal, state or local law or any interest or
                  penalties are incurred by Stepanik with respect to such excise
                  tax (such excise tax, together with any such interest and
                  penalties, are hereinafter collectively referred to as the
                  "Excise Tax"), then the Company shall pay an additional
                  payment, not to exceed the amount of Stepanik's then current
                  Base Salary in the aggregate (a "Gross-Up Payment"), in an
                  amount such that after payment by Stepanik of all taxes
                  (including any interest or penalties imposed with respect to
                  such taxes), including, without limitation, any income taxes
                  (and any interest and penalties imposed with respect thereto)
                  and Excise Tax imposed on the Gross-Up Payment, Stepanik
                  retains an amount of the Gross-Up Payment equal to fifty
                  percent (50%) of the Excise Tax imposed on the Payments.
                  Stepanik will bear the cost of the remaining fifty percent
                  (50%) until the aggregate Gross-Up Payments from the Company
                  have reached the amount of Stepanik's then current Base
                  Salary, and will thereafter bear all additional taxes,
                  interest or penalties.

         (c)      In the event of any dispute as to the applicability or amount
                  of any Gross-Up Payment, all determinations required to be
                  made under this Section 10, including whether and when a
                  Gross-Up Payment is required and the amount of such Gross-Up
                  Payment and the assumptions to be utilized in arriving at such
                  determination, shall be made by the independent public
                  accounting firm regularly employed by the Company (the
                  "Accounting Firm") which shall provide detailed supporting
                  calculations both to the Company and to Stepanik within 15
                  business days after the receipt of notice from Stepanik that
                  there has been a Payment, or such earlier time as is requested
                  by the Company. All fees and expenses of the Accounting Firm
                  will be borne by the Company. If the Accounting Firm
                  determines that no Excise Tax is payable by Stepanik, it shall
                  furnish Stepanik with a written statement that failure to
                  report the Excise Tax on Stepanik's applicable federal income
                  tax return would not result in the imposition of a negligence
                  or similar penalty. Any determination by the Accounting Firm
                  shall be binding on the Company and Stepanik unless and until
                  a final determination is received from the Internal Revenue
                  Service indicating a contrary result. As a result of
                  uncertainty in the application of Section 4999 of the Code at
                  the time of the initial determination by the Accounting Firm
                  hereunder, it is possible that Gross-Up Payments may not have
                  been made by the Company that should have been made
                  ("Underpayment"), consistent with the calculations required to
                  be made hereunder. If Stepanik thereafter is required to make
                  a payment of any Excise Tax, the Accounting Firm


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                  shall determine the amount of the Underpayment that has
                  occurred and any such Underpayment shall be promptly paid by
                  the Company to or for the benefit of Stepanik, consistent with
                  the maximum limitation stated in this Section 3.10. In the
                  event it is determined by the Accounting Firm that the Gross
                  Payments previously made by the Company exceeded the
                  limitations stated in this Section 3.10, upon written notice
                  from the Company, accompanied by a copy of the Accounting
                  Firm's calculation of same, the amount of such overpayment
                  shall be promptly paid by Stepanik to the Company.

                                    ARTICLE 4
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         Section 4.1 ENTIRE AGREEMENT. This Agreement contains the entire
Agreement between the Parties and supersedes all prior oral and written
Agreements, understandings, commitments, or practices between the Parties with
respect to the subject matter hereof, including the Employment Agreement dated
April 2, 2001, by and between Stepanik and the Company. Other than as expressly
set forth herein, Stepanik and the Company acknowledge and represent that there
are no other promises, terms, conditions or representations (verbal or written)
regarding any matter relevant hereto. No supplement, modification, or amendment
of any term, provision or condition of this Agreement shall be binding or
enforceable unless evidenced in writing and executed by the parties. The
provisions of Sections 2.3, 2.4, 2.5 and 2.6 shall survive termination of this
Agreement.

         Section 4.2 APPLICABLE LAW. This Agreement shall be governed
exclusively by and construed in accordance with the laws of the State of Texas,
notwithstanding choice of law provisions thereof; and the venue of any
litigation commenced hereunder shall be Houston, Texas.

         Section 4.3 INJUNCTIVE RELIEF. Stepanik acknowledges that his services
are of a special, unique, unusual, extraordinary and intellectual character,
which gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law. If he should breach this
Agreement, in addition to its rights and remedies under general law, the Company
shall be entitled to seek equitable relief by way of injunction or otherwise.

         Section 4.4 PARTIAL INVALIDITY. If the application of any provision of
this Agreement, or any section, subsection, subdivision, sentence, clause,
phrase, word or portion of this Agreement should be held invalid or
unenforceable, the remaining provisions thereof shall not be affected thereby,
but shall continue to be given full force and effect as if the invalid or
unenforceable provision had not been included herein.

         Section 4.5 NOTICES. Notices given under this Agreement shall be given
by registered or certified mail, postage prepaid, return receipt requested, or
by personal delivery to the respective addresses of the parties. Notices to
Stepanik shall be sent to ________________. Notices to the Company shall be sent
to 5301 Hollister Road, Suite 250, Houston, Texas 77040,


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Attn: Board of Directors. A mailed first-class notice shall be deemed given two
(2) business days after deposit with U.S. Postal Service.

         Section 4.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         Section 4.7 ASSIGNMENT. This Agreement may not be assigned or
encumbered in any way by Stepanik. The Company may assign this Agreement to any
successor (whether by merger, consolidation, or purchase of the Company's stock)
to all or a controlling interest in the Company's business, in which case this
Agreement shall be binding upon and inure to the benefit of such successor(s)
and assign(s).

         Section 4.8 LIMITATION ON WAIVER. A waiver of any term, provision, or
condition of this Agreement shall not be deemed to be, or constitute a waiver of
any other term, provision or condition herein, whether or not similar. No waiver
shall be binding unless in writing and signed by the waiving party.

         Section 4.9 ATTORNEY'S FEES. In the event that any proceeding is
commenced involving the interpretation or enforcement of the provisions of this
Agreement, the Party prevailing in such proceeding shall be entitled to recover
its reasonable costs and attorneys' fees.

         Section 4.10 ARBITRATION. If a dispute or claim shall arise with
respect to any of the terms or provisions of this Agreement, or with respect to
the performance by either of the parties under this Agreement, other than in
connection with the Company's enforcement of the provisions of Sections 2.3,
2.4, 2.5, and 2.6 or pursuant to Section 4.3, then either party may, by notice
as herein provided, require that the dispute be submitted under the Commercial
Arbitration Rules of the American Arbitration Association to an arbitrator in
good standing with the American Arbitration Association within fifteen (15) days
after such notice is given. The written decision of the single arbitrator
ultimately appointed by or for both parties shall be binding and conclusive on
the parties, including with respect to any award of attorneys' fees or costs.
Judgment may be entered on such written decision by the single arbitrator in any
court having jurisdiction and the parties consent to the jurisdiction of the
courts of the State of Texas for this purpose. Any arbitration undertaken
pursuant to the terms of this section shall occur in the State of Texas.

         Section 4.11 TAXES. All payments made pursuant to the provisions of
this Agreement shall be subject to the withholding of applicable taxes.

         Section 4.12 NOT FOR THE BENEFIT OF CREDITORS OR THIRD PARTIES. The
provisions of this Agreement are intended only for the regulation of relations
among the parties. This Agreement is not intended for the benefit of creditors
of the parties or other third parties and no rights are granted to creditors of
the parties or other third parties under this Agreement.

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<PAGE>


IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.



                                         /S/ TERRY E. STEPANIK
                                         ---------------------------------------
                                         Terry E. Stepanik


                                         US DATAWORKS, INC.



                                         By: /S/ CHARLES E. RAMEY
                                             -----------------------------------
                                         Name: CHARLES E. RAMEY
                                              ----------------------------------
                                         Title:   CEO
                                               ---------------------------------

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