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                                                                    EXHIBIT 10.5


                               US DATAWORKS, INC.
                              AMENDED AND RESTATED
                             2000 STOCK OPTION PLAN


         1. ESTABLISHMENT AND PURPOSES OF THE PLAN. The Plan was adopted by the
Board effective August 25, 2000, amended and restated on July 25, 2002 and May
21, 2003, and most recently amended and restated on July 16, 2003. The purposes
of the Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees,
Directors and Consultants and to promote the success of the Company's business.
Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock
Options or Restricted Shares, as determined by the Administrator at the time of
grant.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
as shall be administering the Plan in accordance with Section 4 hereof.

                  (b) "Applicable Laws" means the requirements relating to the
administration of stock plans under U.S. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws of any other
Country or Jurisdiction where Awards are granted under the Plan.

                  (c) "Award" means any Option granted, or any award or sale of
Shares, under the Plan.

                  (d) "Board" means the Board of Directors of the Company, as
constituted form time to time.

                  (e) "Change in Control" means mean the occurrence of any of
the following events:

                           (i) A change in the composition of the Board of
Directors occurs, as a result of which fewer than two-thirds of the incumbent
directors are directors who either:

                                (A) Had been directors of the Company on the
"look-back date" (as defined below) (the "original directors"); or

                                (B) Were elected, or nominated for election, to
the Board of Directors with the affirmative votes of at least a majority of the
aggregate of the original directors who were still in office at the time of the
election or nomination and the directors whose election or nomination was
previously so approved (the "continuing directors");

                           (ii) Any "person" (as defined below) who by the
acquisition or aggregation of securities, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more

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of the combined voting power of the Company's then outstanding securities
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote at elections of directors (the "Base Capital Stock"); except
that any change in the relative beneficial ownership of the Company's securities
by any person resulting solely from a reduction in the aggregate number of
outstanding shares of Base Capital Stock, and any decrease thereafter in such
person's ownership of securities, shall be disregarded until such person
increases in any manner, directly or indirectly, such person's beneficial
ownership of any securities of the Company;

                           (iii) The consummation of a merger or consolidation
of the Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company immediately
prior to such merger, consolidation or other reorganization own immediately
after such merger, consolidation or other reorganization 50% or more of the
voting power of the outstanding securities of each of (A) the continuing or
surviving entity and (B) any direct or indirect parent corporation of such
continuing or surviving entity; or

                           (iv) The sale, transfer or other disposition of all
or substantially all of the Company's assets.

         For purposes of subsection (e)(i) above, the term "look-back" date
shall mean the later of (1) July 25, 2002 or (2) the date 24 months prior to the
date of the event that may constitute a Change in Control.

         For purposes of subsections (e)(ii) above, the term "person" shall have
the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act
but shall exclude (1) a trustee or other fiduciary holding securities under an
employee benefit plan maintained by the Company or a Parent or Subsidiary and
(2) a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of the Common
Stock.

         Any other provision of this Section 2(e) notwithstanding, a transaction
shall not constitute a Change in Control if its sole purpose is to change the
state of the Company's incorporation or to create a holding company that will be
owned in substantially the same proportions by the persons who held the
Company's securities immediately before such transaction.

                  (f) "Class" means the three classes into which the member of
the board are divided, Class I, Class II and Class III.

                  (g) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (h) "Committee" means a committee of Directors appointed by
the Board in accordance with Section 4 hereof.

                  (i) "Common Stock" means the Common Stock of the Company.

                  (j) "Company" means US Dataworks, Inc., a Nevada corporation.

                  (k) "Consultant" means any person who is engaged by the
Company or any Parent or Subsidiary to render consulting or advisory services to
such entity.

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                  (l) "Director" means a member of the Board of Directors of the
Company.

                  (m) "Disability" means total and permanent disability as
defined in Section 22(e) (3) of the Code.

                  (n) "Employee" means any persons, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider (defined below) shall not cease to be an Employee in the case
of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or
any successor. For Purposes of Incentive Stock Options, no such leave may exceed
three months, unless reemployment upon expiration of such a leave is guaranteed
by statute or contract. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

                  (o) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (p) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the date on which the Award is granted, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

                           (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the date on which the Award is granted; or

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

                  (q) "Grantee" means the Employee, Consultant or Outside
Director who receives an Award granted pursuant to the Plan, including but not
limited to Optionees.

                  (r) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

                  (s) "Nonstatutory Stock Option" means an Option not intended
to quality as an Incentive Stock Option.

                  (t) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (u) "Option" means a stock option granted pursuant to the
Plan.

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                  (v) "Option Grant" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Grant is subject to the terms and conditions of the
Plan.

                  (w) "Optioned Stock" means the Common Stock subject to an
Option.

                  (x) "Optionee" means the holder of an outstanding Option
granted under the Plan.

                  (y) "Outside Director" means a member of the Board of
Directors of the Company who is not a common-law employee of the Company, a
Parent or a Subsidiary.

                  (z) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (aa) "Plan" means this 2000 Stock Option Plan of US Dataworks,
Inc., as amended from time to time.

                  (bb) "Restricted Share" means a Share awarded under the Plan.

                  (cc) "Restricted Share Agreement" means the agreement between
the Company and a Grantee who acquires Shares under the Plan (other than upon
exercise of an Option) that contains the terms, conditions and restrictions
pertaining to the acquisition of such Shares.

                  (dd) "Section 16(b)" means Section 16(b) of the Securities
Exchange Act of 1934, as amended.

                  (ee) "Service" means service as an Employee, Director or
Consultant.

                  (ff) "Service Provider" means an Employee, Director or
Consultant.

                  (gg) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

                  (hh) "Subsidiary" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code.

         3. STOCK SUBJECT TO THE PLAN.

                  (a) Basic Limitations. Subject to Section 12, the maximum
aggregate number of Shares which may be subject to Awards granted under the Plan
is fifteen million (15,000,000) Shares, plus the additional Shares described in
Section 3(b). The Shares may be authorized but unissued, or reacquired Common
Stock. If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

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                  (b) Annual Increase in Shares. As of April 1 of each year,
commencing with the year 2003, the aggregate number of Shares that may be issued
with respect to Awards granted under the Plan shall automatically increase by a
number equal to the lesser of (i) 500,000 Shares, (ii) 5% of the fully diluted
outstanding shares of Common Stock of the Company on such date or (iii) a lesser
amount determined by the Board. The aggregate number of Shares that may be
issued under the Plan shall at all times be subject to adjustment pursuant to
Section 12. The number of Shares that are subject to Awards outstanding at any
time under the Plan shall not exceed the number of Shares which then remain
available for issuance under the Plan. The Company, during the term of the Plan,
shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.

         4. ADMINISTRATION OF THE PLAN.

                  (a) Administrator. The Plan shall be administered by the Board
or Committee appointed by the Board, which Committee shall consist of two or
more directors of the Company. In addition, the composition of the Committee
shall satisfy

                           (i) such requirements as the Securities and Exchange
Commission may establish for administrators acting under plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the Exchange
Act; and

                           (ii) such requirements as the Internal Revenue
Service may establish for outside directors acting under plans intended to
qualify for exemption under Section 162(m)(4)(C) of the Code.

                  (b) Administrator for Non-Officer Grants. The Board may also
appoint one or more separate Committees of the Board, each composed of one or
more Directors who need not satisfy the requirements of Section 4(a), who may
administer the Plan with respect to Employees who are not considered Officers or
Directors under Section 16 of the Exchange Act, may grant Awards under the Plan
to such Employees and may determine all terms of such Awards. Within the
limitations of the preceding sentence, any reference in the Plan to the
Administrator shall include such Committee or Committees appointed pursuant to
the preceding sentence.

                  (c) Powers of the Administrator. Subject to the provisions of
the Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority in its discretion:

                           (i) to determine the Fair Market Value;

                           (ii) to select the Service Providers to whom Awards
may from time to time be granted hereunder;

                           (iii) to determine the number of Shares to be covered
by each such Award granted hereunder;

                           (iv) to approve forms of Option Grants and Restricted
Share Agreements for use under the Plan;

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                           (v) to determine the terms and conditions of any
Award granted hereunder. Such terms and conditions may include, but are not
limited to, the exercise or purchase price, the time or times when Options may
be exercised or Shares may become vested (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Award or the Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;

                           (vi) to amend or modify the terms of any outstanding
Option Grant or Restricted Share Agreement, subject to applicable legal
restrictions and to the consent of the Optionee or Grantee, as the case may be,
who entered into such agreement.

                           (vii) to determine whether and under what
circumstances an Award may be settled in cash under Section 9(e) instead of
Common Stock;

                           (viii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (ix) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by Optionees to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable; and (x) to construe and
interpret the terms of the Plan and Awards granted pursuant to the Plan.

                  (d) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all persons.

         5. ELIGIBILITY.

                  (a) General. Nonstatutory Stock Options and Awards of Shares
may be granted to Service Providers. Incentive Stock Options may be granted only
to Employees. A Service Provider who has been granted an Award may, if otherwise
eligible, be granted additional Awards.

                  (b) Outside Directors. Any other provision of the Plan
notwithstanding, the participation of Outside Directors in the Plan shall be
subject to the following restrictions:

                           (i) Outside Directors shall only be eligible for the
grant of Nonstatutory Stock Options.

                           (ii) Outside Directors elected or appointed to the
Board on or after July 16, 2003 shall receive an Option to purchase 100,000
Shares on the first business day following

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such outside Director's initial election or appointment to the Board. Outside
Directors serving on the Board on July 16, 2003 shall receive an Option to
purchase 100,000 Shares on the first business day following the annual meeting
occurring after July 16, 2003.

                           (iii) On the first business day following the
conclusion of each regular annual meeting of the Company's stockholders,
commencing with the annual meeting occurring after July 25, 2002, each Outside
Director who is elected to serve as a member of the Board thereafter shall
receive an Option to purchase 180,000 Shares or a pro rata portion of 180,000
Shares if elected to serve for a term of less than three years, subject to
adjustment under Section 12. Each Outside Director who is not elected at a
regular annual meeting of the Company's stockholders shall receive an Option to
purchase a pro rata portion of 180,000 Shares within ten business days of his or
her election or appointment based on the number of full months remaining from
the date of election or appointment until the end of the Outside Director's term
divided by 36, 24 or 12, depending on the term of the class to which the Outside
Director was elected or appointed. Any fractional share resulting from such
calculation shall be rounded up to the nearest whole number.

                           (iv) On the first business day following the
conclusion of each regular annual meeting of the Company's stockholders,
commencing with the annual meeting occurring after July 16, 2003, each Outside
Director who will serve as Lead Director or Chairperson of a committee of the
Board shall receive an Option to purchase 30,000 Shares subject to adjustment
under Section 12, and each Outside Director who will serve on a committee of the
Board in a capacity other than Chairperson shall receive an Option to purchase
10,000 Shares, subject to adjustment under Section 12. Each Outside Director who
is not appointed immediately following a regular annual meeting of the Company's
stockholders shall receive an Option to purchase a pro rata portion of 30,000
Shares or 10,000 Shares, as the case may be, within ten business days of his or
her appointment based on the number of full months remaining from the date of
appointment until the next annual meeting. Any fractional share resulting from
such calculation shall be rounded up to the nearest whole number.

                           (v) The exercise price of all Nonstatutory Stock
Options granted to an Outside Director under this Section 5(b) shall be equal to
100% of the Fair Market Value of a Share on the date of grant, payable in one of
the forms described in Section 9(a).

                           (vi) Each Option granted under Section 5(b)(ii) above
shall be fully exercisable on the date of grant. Except as set forth in the next
succeeding sentence, each Option granted under Section 5(b)(iii) above shall
become exercisable in three equal annual installments. Each Option granted under
Section 5(b)(iii) to Outside Directors who were not initially elected at a
regular annual meeting of the Company's stockholders shall become exercisable in
equal annual installments such that each Option is exercisable in full at the
next regular annual meeting of the Company's stockholders at which the Outside
Director's Class is to be elected. Except as set forth in the next succeeding
sentence, each Option granted under Section 5(b)(iv) above shall become
exercisable on the first anniversary of the date of grant. Each Option granted
under Section 5(b)(iv) to Outside Directors who are not appointed immediately
following a regular annual meeting of the Company's stockholders shall become
exercisable in full at the next regular annual meeting of the Company's
stockholders. Notwithstanding the foregoing, each Option that has been
outstanding for not less than six


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months shall become exercisable in full in the event that a Change in Control
occurs with respect to the Company.

                           (vii) Subject to Sections 9(b), 9(c) and 9(d), all
Nonstatutory Stock Options granted to an Outside Director under this Section
5(b) shall terminate on the tenth anniversary of the date of grant of such
Options.

                           (viii) Except as otherwise provided by the
Administrator, no Option shall be transferable by the Optionee other than by
will, by written beneficiary designation or by the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or hypothecated
by the Optionee during his or her lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.

                  (c) Each Option shall be designated in the Option Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(c), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

                  (d) The Administrator shall have the discretion to grant
Options that are exercisable for unvested shares of Common Stock. Should the
Optionee cease to be employed with or perform services for the Company while
holding such unvested shares, the Company shall have the right to repurchase, at
the exercise price paid per share, any or all of those unvested shares. The
terms upon which such repurchase right shall be exercisable (including the
period and procedure for exercise and the appropriate vesting schedule for the
purchased shares) shall be established by the Administrator and set forth in the
document evidencing such repurchase right.

                  (e) Neither the Plan nor any Award shall confer upon any
Grantee any right with respect to continuing the Grantee's relationship, as the
case may be, as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause.

                  (f) Subject to adjustment in accordance with the provisions of
Section 12 of the Plan, the maximum number of shares subject to Options granted
to any one Employee under the Plan during the term of the Plan shall be eight
million (8,000,000).

         6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect until July 16, 2013, unless sooner
terminated under Section 14 of the Plan.

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         7. TERM OF OPTION. The term of each Option shall be stated in the
Option Grant; provided, however, that the term shall be no more than ten (10)
years from the date of grant thereof. In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in the Option Grant.

         8. OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) The per Share exercise price for the Shares to be issued
upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                           (i) In the case of an Incentive Stock Option

                                (A) granted to an Employee who, at the time of
grant or such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                                (B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (ii) in the case of a Nonstatutory Stock Option, the
par value, if any, per Share.

                           (iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant to
a merger or other Corporate transaction.

                  (b) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) other Shares which (x) in the case of Shares Acquired upon
exercise of an Option, have been owned by the Optionee for more than six months
on the date of surrender (or such other Shares as the Company determines will
not cause the Company to recognize for financial accounting purposes a charge
for compensation expense), and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option shall be exercised, (4) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan, or (5) in such other consideration as the Administrator deems appropriate,
or by a combination of the above. In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company. In the case of
an Incentive Stock Option, the permissible methods of payment shall be specified
at the time the Option is granted. The Administrator in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid, and/or the Optionee's tax withholding obligation is
satisfied,


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in whole or in part with Shares, or through the withholding of Shares issuable
upon exercise of the Option, the value of the Shares surrendered or withheld
shall be their Fair Market Value on the date the Option is exercised. The
Administrator in its sole discretion may, on an individual basis or pursuant to
a general program established in connection with this Plan, cause the Company to
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or part
with Optionee's promissory note, such note shall (i) provide for full recourse
to the maker, (ii) be collateralized by the pledge of the Shares that the
Optionee purchases upon exercise of the Option, (iii) bear interest at the prime
rate of the Company's principal lender, and (iv) contain such other terms as the
Administrator in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for those Shares are issued to that person(s)
under the terms of this Plan.

         9. EXERCISE OF OPTION.

                  (a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable according to the terms hereof at
such times and under such conditions as determined by the Administrator and set
forth in the Option Grant. Unless the Administrator provides otherwise, vesting
of Options granted hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a share.

                  An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Grant) from the person entitled to exercise the Option, (ii) full payment for
the Shares with respect to which the Option is exercised, and (iii) arrangements
that are satisfactory to the Administrator in its sole discretion have been made
for the Optionee's payment to the Company of the amount that is necessary for
the Company employing the Optionee to withhold in accordance with applicable
federal or state tax withholding requirements. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Grant and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment shall be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 12 of
the Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within such period of time as is specified in the Option Grant to the
extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of the Option as set forth in the


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Option Grant). In the absence of a specified time in the Option Grant, the
Option shall remain exercisable for three (3) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

                  (c) Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Grant to the extent the Option is vested on the date of termination (but
in no event later than the expiration of the term of such Option as set forth in
the Option Grant). In the absence of a specified time in the Option Grant, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If on the date of termination, the Optionee is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

                  (d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Grant to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of such Option as set
forth in the Option Grant) by the Optionee's estate or by a person who acquires
the right to exercise the Option by bequest or inheritance. In the absence of a
specified time in the Option Grant, the option shall remain exercisable for
twelve (12) months following the Optionee's termination. If, at the time of
death, the Optionee is not vested as to the entire Option, the Shares covered by
the unvested portion of the Option shall immediately revert to the Plan. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option previously granted, based
on such terms and such conditions as the Administrator shall establish and
communicate to the Optionee at the tune that such offer is made.

                  (f) Change in Control. The Administrator may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable as to all or part of the Shares subject to such Option in the event
that a Change in Control occurs with respect to the Company; provided, however,
in the case of an Incentive Stock Option, the acceleration of exercisability
shall not occur without the Optionee's written consent.

         10. NON-TRANSFERABILITY OF OPTIONS.

                  (a) No Incentive Stock Option, and unless the prior written
consent of the Committee or the Board is obtained (which consent may be withheld
for any reason) and the transaction does not violate the requirements of Rule
16b-3 promulgated under the Exchange Act no Nonstatutory Stock Option, shall be
subject to alienation, assignment, pledge, charge or other transfer other than
by the Optionee by will or the laws of descent and distribution, and any


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<PAGE>

attempt to make any such prohibited transfer shall be void. Each Option shall be
exercisable during the Optionee's lifetime only by the Optionee, or in the case
of a Nonstatutory Stock Option that has been assigned or transferred with the
prior written consent of the Committee or the Board, only by the permitted
assignee.

                  (b) No Shares acquired by an Officer or Director pursuant to
the exercise of an Option may be sold, assigned, pledged or otherwise
transferred prior to the expiration of the six-month period following the date
on which the Option was granted, unless the transaction does not violate the
requirements of Rule 16b-3 promulgated under the Exchange Act.

         11. RESTRICTED SHARES.

                  (a) Restricted Share Agreement. Each Award of Restricted
Shares under the Plan shall be evidenced by a Restricted Share Agreement between
the Grantee and the Company. Such Award shall be subject to all applicable terms
and conditions of the Plan and may be subject to any other terms and conditions
imposed by the Administrator, as set forth in the Restricted Share Agreement,
that are not inconsistent with the Plan. The provisions of the various
Restricted Share Agreements entered into under the Plan need not be identical.

                  (b) Payment for Awards. Subject to the following sentence,
Restricted Shares may be sold or awarded under the Plan for such consideration
as the Administrator may determine, including (without limitation) cash, cash
equivalents, full-recourse promissory notes, past services and future services.
To the extent that an Award consists of newly issued Restricted Shares, the
Grantee shall furnish consideration with a value not less than the par value of
such Restricted Shares in the form of cash, cash equivalents, or past services
rendered to the Company (or a Parent or Subsidiary), as the Administrator may
determine.

                  (c) Vesting. Each Award of Restricted Shares may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Share Agreement. A
Restricted Share Agreement may provide for accelerated vesting in the event of
the Grantee's death, disability or retirement or other events. The Administrator
may determine, at the time of granting Restricted Shares of thereafter, that all
or part of such Restricted Shares shall become vested in the event that a Change
in Control occurs with respect to the Company.

                  (d) Voting and Dividend Rights. The holders of Restricted
Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company's other stockholders. A Restricted Share Agreement,
however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares. Such additional Restricted
Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid.

                  (e) Duration of Offers and Nontransferability of Purchase
Rights. Any right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Grantee within thirty (30) days
after the Company communicates the grant of such right to the Grantee. Such
right shall be nontransferable and shall be exercisable only by the Grantee to
whom the right was granted.

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<PAGE>

                  (f) Repurchase Rights and Transfer Restrictions. Each Award of
Shares shall be subject to such forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Administrator may
determine. Such restrictions shall be set forth in the applicable Restricted
Share Agreement and shall apply in addition to any restrictions otherwise
applicable to holders of Shares generally.

         12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.

                  (a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Award, the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, the number of shares subject to Awards grants under Section 5(b)
and the maximum number of Shares that may be granted to any one Grantee under
the Plan, as well as the price per Share of Common Stock covered by each such
outstanding Award, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock affected without receipt of consideration by the Company.
The conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Award.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Grantee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until such time as shall be
determined by the Administrator prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option would
not otherwise be exercisable. In addition, the Administrator may provide that
any Company repurchase option applicable to any Award of Restricted Shares, or
any Shares purchased upon exercise of an Option, shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.

                  (c) Merger or Asset Sale. To the extent not previously
exercised, each Option shall terminate immediately in the event of any
reorganization, merger, consolidation or other form of corporate transaction in
which the Company does not survive, unless the successor corporation, or a
parent or subsidiary of such successor corporation, assumes the Option or
substitutes an equivalent option or right. The Administrator shall give written
notice of any proposed transaction referred to in this Section 12(c) a
reasonable period of time prior to the closing date for such transaction (which
notice may be given either before or after approval of


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<PAGE>

such transaction), in order that Optionees may have a reasonable period of time
prior to the closing date of such transaction within which to exercise any
Options that then are exercisable (including any Options that may become
exercisable upon the closing date of such transaction). An Optionee may
condition his exercise of any Option upon the consummation of a transaction
referred to in this Section 12(c). For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority or the outstanding Shares), provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per Share consideration received by
holders of Common Stock in the merger or sale of assets.

         13. TIME OF GRANTING AWARDS. The date of grant of an Award shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Award, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Grantee to whom an Award is
so granted within a reasonable time after the date of such grant.

         14. AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend, or terminate the Plan.

                  (b) Stockholder Approval. The Board shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

                  (c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair the rights of
any Grantee, unless mutually agreed otherwise between the Grantee and the
Administrator, which agreement must be in writing and signed by the Grantee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

         15. CONDITIONS UPON ISSUANCE OF SHARES.

                  (a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option or an Award of Shares unless the grant of such Award,
the exercise of such Option and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

                  (b) Investment Representations. As a condition to the exercise
of an Option, the Administrator may require the person exercising such Option to
represent and warrant at the


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<PAGE>

time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is
required.

         16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         17. RESERVATION OF SHARES. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         18. STOCKHOLDER APPROVAL. The Plan, as amended and restated effective
as of July 16, 2003, shall be subject to approval by the stockholders of the
Company within twelve (12) months after the date the Plan, as so amended and
restated, is adopted by the Board. Such stockholder approval shall be obtained
in the degree and manner required under Applicable Laws.

         19. WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified herein
for the making of any issuance or delivery of any Option or Award of Shares to
any Grantee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or to take any other action in connection with the
issuance or delivery then to be made, the issuance or delivery shall be deferred
until the withholding or deduction shall have been provided for by such Grantee
or beneficiary, or other appropriate action shall have been taken.

         20. EXECUTION.

                  To record the adoption of the amended and restated Plan by the
Board of Directors effective as of July 16, 2003, the Company has caused its
authorized offer to execute the same.

                                                   US DATAWORKS, INC.





                                                   By   /S/ CHARLES E. RAMEY
                                                     -------------------------
                                                          Charles E. Ramey
                                                       Chief Executive Officer


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