<PAGE>

                                                                    EXHIBIT 10.2


                              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 MARIO VILLARREAL ("Villarreal"). In
consideration of the mutual covenants and promises contained herein, the parties
agree as follows.

         WHEREAS, Villarreal has been employed by the Company for a number of
years, and the services of Villarreal, 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 Villarreal for a period extending beyond his present employment
agreement, and desires to enter into a continuing agreement of employment with
him, and to provide Villarreal with compensation for past contributions to the
Company; and Villarreal 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 Villarreal, and
Villarreal 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. Villarreal'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 Villarreal's death or disability as set forth
                  in Section 3.8.

         (c)      Termination of Villarreal'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
                           Villarreal;

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

                                  Page 1 of 11
<PAGE>

                  (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 Villarreal to cure such breach after
                           notice and reasonable opportunity to cure such
                           breach; or

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

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

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

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

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

         Section 2.1 POSITION. Villarreal shall be employed as Senior Vice
President-Chief Technology Officer of the Company and report to the President.
Villarreal shall serve the Board of Directors in an advisory capacity, at the
pleasure of the Board of Directors. In the event the Board of Directors is
enlarged to nine (9) directors, the Board of Directors shall use its best
efforts to cause Villarreal to be elected to the Board.

         Section 2.2 DUTIES; FULL ATTENTION TO BUSINESS. Villarreal 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 Chief Executive Officer and the President and that are consistent
with the position Villarreal holds. Villarreal shall devote his full business
time, energies, interest, abilities and productive efforts to the business of
the Company. Without the Company's written consent, Villarreal 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,
Villarreal shall comply in all respects with the Company's written policies with
respect to conflicts of interest. Villarreal 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, Villarreal shall be deemed to be interested in a
business or operation which is competitive with the Company if Villarreal 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.

         Section 2.4 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Villarreal
acknowledges that in connection with his employment by the Company or its
affiliates, he has and may acquire


                                  Page 2 of 11
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or learn "Confidential Information" of the Company by virtue of a relationship
of trust and confidence between Villarreal and the Company. Villarreal 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 Villarreal, 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. Villarreal specifically
agrees that during the Term and for a period of two (2) years after his
termination of employment with the Company, Villarreal 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 Villarreal's services for the Company or its affiliates, whether or
not patentable or copyrightable, created by Villarreal during his employment by
the Company or its affiliates ("Work Product") and all business opportunities
within the industry ("Opportunities") introduced to Villarreal by the Company or
its affiliates will be owned by the Company, and Villarreal will have no
personal interest in such, except to the extent that the Company allows
Villarreal to invest or participate in or have other rights to such Work Product
or Opportunities. Villarreal will, in such connection, promptly 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.

                                  Page 3 of 11
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                                    ARTICLE 3
                             COMPENSATION; BENEFITS
                             ----------------------

         Section 3.1 SALARY. The Company shall pay Villarreal Six Thousand Two
Hundred Fifty and NO/100 Dollars ($6,250.00) on a semi-monthly basis, for an
annualized base salary ("Base Salary") of One Hundred Fifty Thousand and NO/100
Dollars ($150,000.00). 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), Villarreal 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 Villarreal's base salary,
Villarreal shall be eligible to receive a bonus ("Bonus") for each fiscal year
equal to (a) 3% of the Company's EBITDA, as determined by the Board of
Directors, but not in excess of 1.5 times the amount of Villareal's Base Salary
paid to him during such fiscal year, plus (b) such additional amount based on
Villareal's performance as may be determined by the Board of Directors in its
sole discretion. Any Bonus owing to Villareal 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. Villarreal shall be entitled to three weeks
of paid vacation during each year of service or such longer amount of vacation
time as Villarreal 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 Villarreal (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
                  Villarreal 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 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


                                  Page 4 of 11
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                  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
                  Villarreal, 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 the date of grant of such option, 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)      Villarreal 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), Villareal 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 of the
                  date of the Change in


                                  Page 5 of 11
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                  Control, over the fair market value of such shares as of April
                  2, 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, Villarreal 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 $7,500 to Villarreal 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. The Company shall provide
Villarreal with a corporate charge card to be used for reasonable business
purposes only and shall promptly reimburse Villarreal 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.

         Section 3.8 DISABILITY OR DEATH. If the Board of Directors determines,
on the basis of professional medical advice, that Villarreal 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 Villarreal thereof and the basis therefor at least 30 days prior to
the effective date of termination. This Agreement shall also terminate
immediately upon Villarreal's death. If Villarreal's employment with the Company
is terminated pursuant to this Section 3.8, the Company shall pay Villarreal 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 Villarreal has earned prior to termination of
employment during a fiscal year.

         Section 3.9 SEVERANCE.

         (a)      If the Company terminates Villarreal'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
                  Villarreal resigns within ten (10) days following a material
                  diminution in his title within six (6) months following a
                  Change of Control then subject to Villarreal'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 pay to Villarreal a lump sum of two (2) times
                  Villarreal'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 Villarreal's then
                  remaining unvested options granted in accordance with this
                  Agreement, in addition to other amounts payable from qualified
                  plans, nonqualifed retirement plans, and deferred compensation
                  plans, which amounts shall be paid in accordance with the
                  terms of such plans.

                                  Page 6 of 11
<PAGE>

         (b)      If Villarreal 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 Change of Control
                  or a termination of his employment for Cause or as a result of
                  death or Disability pursuant to Section 3.8, then subject to
                  Villarreal'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
                  Villarreal's then remaining unvested options granted in
                  accordance with this Agreement, and Villarreal'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 Villarreal's employment for Cause,
                  or if Villarreal resigns (other than pursuant to Section
                  3.9(b) above), then Villarreal 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 Villarreal'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
                  Villarreal 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 Villarreal 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 Villarreal 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.

         (b)      Anything in this Agreement to the contrary notwithstanding, if
                  it shall be determined that any payment or distribution
                  (including income recognized by Villarreal 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 Villarreal (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


                                  Page 7 of 11
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                  Code or any similar provision of any federal, state or local
                  law or any interest or penalties are incurred by Villarreal
                  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 Villarreal's then current Base Salary in the
                  aggregate (a "Gross-Up Payment"), in an amount such that after
                  payment by Villarreal 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, Villarreal retains an amount of the
                  Gross-Up Payment equal to fifty percent (50%) of the Excise
                  Tax imposed on the Payments. Villarreal will bear the cost of
                  the remaining fifty percent (50%) until the aggregate Gross-Up
                  Payments from the Company have reached the amount of
                  Villarreal'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 GrossUp
                  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 Villarreal within 15
                  business days after the receipt of notice from Villarreal 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 Villarreal, it
                  shall furnish Villarreal with a written statement that failure
                  to report the Excise Tax on Villarreal'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 Villarreal
                  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 Villarreal
                  thereafter is required to make a payment of any Excise Tax,
                  the Accounting Firm 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
                  Villarreal, 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 Villarreal to the
                  Company.

                                  Page 8 of 11
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                                   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 Villarreal and the Company. Other than as
expressly set forth herein, Villarreal 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. Villarreal 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
Villarreal shall be sent to [need address]. Notices to the Company shall be sent
to 5301 Hollister Road, Suite 250, Houston, Texas 77040, 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 Villarreal. 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).

                                  Page 9 of 11
<PAGE>

         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.


                                  Page 10 of 11
<PAGE>



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



                                               /S/ MARIO VILLARREAL
                                       -------------------------------------
                                       Mario Villarreal



                                       US DATAWORKS, INC.



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


                                  Page 11 of 11