exv10w2



 





Exhibit 10.2




Software Integration and Resale Agreement

Between

Hyundai Syscomm Corp.

And

US Dataworks, Inc.




Dated December 29, 2006




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     This Software Integration and Resale Agreement (this “Agreement”) is dated as of December
___, 2006, by and between



     Hyundai Syscomm Corp., a California corporation with a place of business at 1065 East
Hillsdale Boulevard, Suite 247, Foster City, California 94404 (“Hyundai”), and



     US Dataworks, Inc., a Nevada corporation with a place of business at 5301 Hollister Road,
Suite 250, Houston, Texas 77040 (“UDW”).



     WHEREAS, UDW and Hyundai are executing and delivering a Stock Purchase Agreement, dated as of
the date hereof (the “Stock Purchase Agreement”), and wish to assign the definitions of the
capitalized terms defined in the Stock Purchase Agreement to those capitalized terms contained
herein without express definition; and



     WHEREAS, Hyundai or an affiliate of Hyundai (“HYUNDAI”) manufactures automated teller
machines/teller-less kiosks (the “Machines”); and



     WHEREAS, UDW has developed and owns proprietary payment processing software (the “UDW
Software”); and



     WHEREAS, UDW shall, at its own expense, integrate the UDW Software and such other software as
Hyundai may identify (the “Other Software”) with the Machines so that the Machines with the
integrated UDW Software (the “Enhanced Machines”) possess the increased functionality that HYUNDAI
and UDW mutually agree upon, thereby increasing the resale value of the Enhanced Machines; and



     WHEREAS, the Parties shall put forth their respective best efforts to facilitate the resale by
UDW, through HYUNDAI, of Machines and Enhanced Machines having an aggregate resale value of at
least Twenty Five Million ($25,000,000)(such amount, the “Minimum Revenues”) from customers in UDW
Territory by March 31, 2008; and



     WHEREAS, UDW shall have the exclusive right to sell Enhanced Machines in the UDW Territory
during the term of this Agreement; and



     WHEREAS, HYUNDAI shall arrange for the manufacture, transportation, warehousing and insurance
and otherwise maintain title ownership over the Machines until they are to be resold by UDW in the
UDW Territory, at which time, title in the Machines shall pass to UDW (as described herein); and



     WHEREAS, HUYNDAI will install the Machines and Enhanced Machines resold and/or leased by UDW
in the UDW Territory and provide warranty and maintenance service for such Machines and Enhanced
Machines; and



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     WHEREAS, UDW will provide maintenance for the UDW Software incorporated into Enhanced
Machines; and



     WHEREAS, HYUNDAI shall have the exclusive right to sell and maintain Machines and Enhanced
Machines in all countries of the world outside of UDW Territory (the “Hyundai Territory”), with UDW
providing maintenance support of the UDW Software for an agreed maintenance fee (to be determined);



     WHEREAS, in order to facilitate HYUNDAI’s ability to sell Enhanced Machines in the Hyundai
Territory, HYUNDAI shall be permitted to set up new entities in each country in the Hyundai
Territory that use the name Hyundai UDW or a name incorporating both such names. HYUNDAI shall be
the sole owner of each such entity and HYUNDAI’s only obligation to UDW for incorporating UDW’s
name into any such entity is, inter alia, to pay UDW a royalty (to be mutually agreed by the
Parties at such date) for the use of UDW’s name, the incorporation of the UDW Software and the UDW
transaction fee (where applicable) in the Enhanced Machines sold in the Hyundai Territory; and



     WHEREAS, in accordance with the Stock Purchase Agreement, UDW is issuing and delivering to
Hyundai the Warrant; and



     WHEREAS, the Warrant will expire on the tenth (10th) anniversary of its date and
cover a number of shares that will permit Hyundai to achieve and maintain a Thirty-Nine and
Nine-Tenths Percent (39.9%) ownership interest in UDW Common Stock on the terms and subject to the
conditions set forth in the Warrant; and



     WHEREAS, Hyundai and UDW have agreed to share the Gross Profits to be recognized by UDW from
the sale of lease in the UDW Territory of Machines and Enhanced Machines; and



     WHEREAS, the formula UDW and Hyundai have agreed on provides UDW with Fifty Percent (50%) of
Gross Profits and provides Hyundai with a credit for the remaining Fifty Percent (50%) of such
Gross Profits; and



     WHEREAS, UDW and Hyundai have agreed that Hyundai may, at its election, take its proportion of
the Gross Profits in the form of cash and/or Warrant Shares; and



     WHEREAS, the Warrant will vest and become exercisable, in accordance with its terms, as
Hyundai is credited with its proportion of the Gross Profit; and



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     WHEREAS, in the event the Minimum Revenues are not recognized by UDW by March 31, 2008,
Hyundai shall pay UDW a Minimum Revenues
Adjustment (as such term is defined in Section 7.4 of the Stock Purchase Agreement) over and
above the purchase price it paid for the Escrow Shares;



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,
warranties, covenants, and agreements contained herein, the adequacy and legal sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:



ARTICLE 1

THE CLOSING




     1.1 The Closing. The Closing will take place on the date of this Agreement (the
“Closing Date”). The Closing will be held by telephone, at which time the documents and
instruments necessary or appropriate to effect the transactions contemplated herein to occur at the
Closing will be exchanged by email or facsimile transmission, with original counterparts to follow
by next business day courier delivery.



     1.2 The Closing of the Related Transactions. The Transaction and the other
Transaction Documents contemplated by the Stock Purchase Agreement will also be closing on the
Closing Date except as otherwise provided in any other Transaction Document.



ARTICLE 2

INTEGRATION OF THE UDW SOFTWARE




     2.1 UDW Responsibilities. HYUNDAI shall make its engineers available for consultation
with UDW and shall suggest the functionality
to be added to the Machines with UDW Software and the Other Software.



     2.2 Hyundai Responsibilities. As promptly as commercially reasonable after UDW and
HYUNDAI shall have agreed on the functionality for the Enhanced Machines, UDW, at its own expense,
shall integrate the UDW Software and the Other Software with the Machines to endow them with the
functionality agreed upon to make them into Enhanced Machines.



ARTICLE 3

RESALE OF THE ENHANCED MACHINES; GROSS PROFITS ALLOCATION




     3.1 The UDW Territory. UDW shall have the exclusive right to resell and lease
Machines and Enhanced Machines to customers in the UDW Territory. HYUNDAI shall refer all sales
leads that come to its attention for actual and potential customers for Machines and Enhanced
Machines in the UDW Territory to UDW.



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     3.2 The Hyundai Territory. HYUNDAI shall have the exclusive right to sell and lease
Machines and Enhanced Machines to customers in the Hyundai Territory. UDW shall refer to UDW all
sales leads that come to its attention for actual and potential customers for Machines and Enhanced
Machines in the Hyundai Territory.



     (a) In order to facilitate HYUNDAI’s ability to sell Enhanced Machines in the Hyundai
Territory, UDW hereby grants to HYUNDAI a paid up license to use the UDW name in connection with
establishing new entities within the Hyundai Territory using any combination of the names Hyundai
Syscomm Corp. and US Dataworks, Inc., or any other name acceptable to the Parties. HYUNDAI shall
be the sole owner of each such entity and HYUNDAI’s only obligation to UDW for incorporating UDW’s
name into any such entity is, inter alia, to pay UDW a royalty (to be mutually agreed by the
Parties at such date) for the use of UDW’s name, the incorporation of the UDW Software and the UDW
transaction fee (where applicable) in the Enhanced Machines sold in the Hyundai Territory.



     (b) HYUNDAI shall be obligated to provide an explicit statement that the marks US Dataworks®
and Clearingworks® are the registered U.S. trademarks of UDW and any usage of such marks require
the express written consent of UDW. HYUNDAI shall provide UDW with advance written notice of any
use of UDW’s trademarks and UDW shall have the right to monitor such use to ensure proper usage of
its marks.



     (c) HYUNDAI’s right to use the UDW name within the Hyundai Territory shall terminate upon: (i)
the termination of this Agreement, or (ii) thirty (30) days following UDW’s notice to HYUNDAI of a
material breach of this Section 3.2 that has remained uncured for such 30-day period.



     3.3 Minimum Revenues Adjustment. In the event the Minimum Revenues are not recognized
by UDW by March 31, 2008, Hyundai shall pay UDW the Minimum Revenues Adjustment in addition to the
purchase price it previously paid for the Escrow Shares. If the Minimum Revenues Adjustment is
zero or a negative number, HYUNDAI shall make no additional payment. Hyundai shall pay UDW the
Minimum Revenues Adjustment (if any) within thirty (30) days of Hyundai’s receipt of UDW’s written
notice requesting such payment. In lieu of paying any Minimum Revenues Adjustment that is
otherwise due, Hyundai shall have the right to return to UDW Escrow Shares or Warrant Shares valued
at $0.375 per share.



     3.4 Gross Profit Allocation. The formula to which UDW and Hyundai have agreed
provides UDW with an allocation of Fifty Percent



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(50%) of Gross Profits and Hyundai with a credit
for the remaining Fifty Percent (50%) of such Gross Profits.



     (a) The Minimum Revenues of $25,000,000 are based upon presumed Gross Profits (as defined in
the Stock Purchase Agreement) of not less than Thirty-Five Percent (35%) of the retail value for
the Machines resold by UDW.



          (b) The Gross Profits be allocated equally between both UDW and HYUNDAI on a 50%-50% basis.




     3.5 Quarterly Settlement of Gross Profit. UDW shall determine the Gross
Profits recognized for each of its fiscal quarters, in accordance with the Stock Purchase
Agreement. Within thirty (30) days of such fiscal quarter’s end, UDW shall provide HYUNDAI with an
accounting of the Gross Profits recognized for such quarter. UDW shall also provide HYUNDAI with
an accounting of the Gross Profit cash proceeds (“Cash”) received from the collection of invoices
against UDW’s sales during such quarter. UDW shall endeavor to invoice the end-users to whom it
resells Machines with standard Net-30 payment terms, unless otherwise agreed by the Parties.



     3.6 HYUNDAI Gross Profit Credit.



     (a) As provided in the Warrant, HYUNDAI may, at its election, take all or any portion of its
allocation of Gross Profits in the form of cash and/or in the form of Warrant Shares becoming
exercisable under the Warrant.



     (b) Any Warrant Shares becoming exercisable but not issued because of the Thirty-Nine and
Nine-Tenths Percent (39.9%) maximum limit (“Warrant Share Limit”) set forth in the Warrant, shall
be promptly issuable to HYUNDAI upon exercise of the Warrant and upon the increase of UDW’s
outstanding shares of Common Stock so that, to the extent the Warrant is exercised by HYUNDAI,
HYUNDAI shall retain its up to 39.9% of the outstanding UDW Common Stock.



     3.7 Gross Profits Audit. Upon reasonable advance notification by HYUNDAI, UDW
shall, during normal business hours, make its financial records available to HYUNDAI for review and
audit for the purposes verifying the accurate calculation of Gross Profits recognized by UDW from
the sale or lease of Machines and Enhanced Machines in the UDW Territory. HYUNDAI will cooperate
with UDW to arrange any such audit so as to be minimally disruptive to the normal business
operations of UDW. Unless otherwise agreed by the parties (i) there shall not be more than one (1)
audit during each UDW fiscal quarter, and, (ii) the costs and expenses attributable to any such
audit shall be borne by HYUNDAI, unless such audit shall result in an increase of more than



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Five
Percent (5%) in the Gross Profits, in which case the costs and expenses attributable to the audit
shall be borne by UDW.



ARTICLE 4

INSTALLATION AND MAINTENANCE OF THE ENHANCED MACHINES




     4.1 HYUNDAI’s Responsibilities. HYUNDAI shall arrange for the manufacture,
transportation, warehousing, insurance, delivery and otherwise maintain title ownership over the
Machines and the Enhanced Machines until they are to be resold or leased by UDW in the UDW
Territory, at which time, title in the Machines shall then pass to UDW. HYUNDAI shall install and
provide warranty and maintenance to all customers in the UDW Territory that purchase or lease
Enhanced Machines from UDW. HYUNDAI shall bear all of the aforementioned costs and expenses as its
costs of goods sold.



     4.2 UDW’s Responsibilities in the UDW Territory. Revenues generated by each of the
subsections, below, less their corresponding cost of goods sold, shall be contributed to the Gross
Profits calculation:



          (a) UDW shall effect the resale or lease of Machines and Enhanced Machines within the UDW
Territory. UDW shall be responsible for the sales/lease contract/purchase order, invoicing and
collection of funds for the purchase or lease of such Machines and Enhanced Machines, on terms and
conditions acceptable to both UDW and HYUNDAI.




          (b) UDW shall maintain and provide updates and upgrades of the UDW Software and Other Software
installed on Enhanced Machines sold or leased to customers in the UDW Territory by entering into
maintenance agreements with such customers directly or through its agents.




          (c) UDW shall endeavor to secure “per item” transactional revenues based upon the volume of
items transacted/processed by the Enhanced Machines through the UDW Software and Other Software.
The aforementioned “per item” pricing structure shall be on terms equal to UDW’s most favorable
published pricing, where applicable, unless otherwise agreed by the Parties.




          (d) Wherever practicable, UDW shall endeavor to up-sell such customers additional UDW software
functionalities and professional services and HYUNDAI service contracts.




     4.3 UDW’s Responsibilities in the Hyundai Territory. UDW shall maintain and provide
updates and upgrades of the UDW Software and Other



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Software installed on Enhanced Machines sold or
leased to customers in the Hyundai Territory for an agreed maintenance fee (to be determined).



ARTICLE 5

FINANCING FOR THE MACHINES RESOLD BY UDW




     5.1 Same Terms as Customer. Unless otherwise agreed by the Parties, UDW shall pay
HYUNDAI for the purchase of the Machines and/or Enhanced Machines under the same terms and
conditions by which the customer shall pay UDW for the resale of such Machines and/or Enhanced
machines. UDW shall have no obligation to HYUNDAI for the purchase and resale of any Machine or
Enhanced Machine until such Machine or Enhanced Machine is actually sold or leased pursuant to an
executed sales contract or valid purchase order or a valid lease.



     5.2 Financing Facility. At UDW’s request, HYUNDAI may furnish UDW with a letter of credit
facility (the “LC Facility”) to enable UDW to extend financing for its purchase and resale of
Machines and Enhanced Machines within the UDW Territory. UDW hereby agrees to reimburse HYUNDAI
for the cost of having the LC Facility made available to it upon HYUNDAI’s request for such
reimbursement.



ARTICLE 6

TERMINATION




     6.1 By Mutual Agreement. This Agreement may be terminated by the mutual written
agreement of the Parties.



     6.2 By UDW. UDW may terminate this Agreement unilaterally if HYUNDAI shall have
breached in any material respect any of its obligations under this Agreement or the other
Transaction Documents and such breach continues for more than thirty (30) days after HYUNDAI shall
have received written notice of such breach from UDW.



     6.3 BY Hyundai. Hyundai may terminate this Agreement unilaterally if UDW shall have
breached in any material respect any of its obligations under this Agreement or the other
Transaction Documents and such breach continues for more than thirty (30) days after UDW shall have
received written notice of such breach from Hyundai.



ARTICLE 7

MISCELLANEOUS PROVISIONS




     7.1 Amendment and Modification. Subject to applicable Law, this Agreement may be
amended or modified by the Parties at any time with respect to any of the terms contained herein;
provided, however, that all such amendments and modifications must be in writing
and duly executed by all of the Parties hereto.



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     7.2 Waiver of Compliance; Consents. Any failure of a Party to comply with any
obligation, covenant, agreement or condition herein may
be expressly waived in writing by the Party entitled hereby to such compliance, but such
waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or
condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. No single or partial exercise of a right or remedy will preclude any other or further
exercise thereof or of any other right or remedy hereunder. Whenever this Agreement requires or
permits the consent by or on behalf of a Party, such consent will be given in writing in the same
manner as for waivers of compliance.



     7.3 No Third Party Beneficiaries. Nothing in this Agreement will entitle any person
or entity (other than a Party hereto and his respective successors and assigns permitted hereby) to
any claim, cause of action, remedy or right of any kind.



     7.4 Notices. All notices, requests, demands and other communications required or
permitted hereunder will be made in writing and will be deemed to have been duly given and
effective: (i) on the date of delivery, if delivered personally; (ii) on the earlier of the fourth
(4th) day after mailing or the date of the return receipt acknowledgement, if mailed, postage
prepaid, by certified or registered mail, return receipt requested; or (iii) on the date of
transmission, if sent by facsimile, telecopy, telegraph, telex or other similar telegraphic
communications equipment. Each Party shall afford the other Party with advance notification of any
change in address or contact information.



	 	 	 
	If to UDW:

US Dataworks, Inc.

5301 Hollister Road, Second Floor

Houston, Texas 77040

Attention: John J. Figone, Sr.

Vice President & General Counsel

Telephone: (713) 934-3855 x250

Facsimile: (713) 690-1426

Email: jfigone@usdataworks.com

	 	With a copy to:

Pillsbury Winthrop Shaw Pittman LLP

2475 Hanover Street

Palo Alto, California 94304-1114

Attention: Richard Bebb, Esq.

Telephone: (650) 233-4500

Facsimile:

Email: rbebb@pillsburylaw.com





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	If to Hyundai:

Hyundai Syscomm Corp.

1065 East Hillsdale Boulevard

Suite 247


Foster City, CA 94404

Attention: Samuel Lee

Chairman of the Board

Telephone: (510) 790-4500

Facsimile: (415) 358-4551

Email: jack@hyundaisyscom.com

	 	With a copy to:

Peter B. Hirshfield, Esq.

Hirshfield Law

1035 Park Avenue, Suite 7B

New York NY 10028-0912

Telephone: (646) 827-9362

Facsimile: (646) 349-1665

Email: phirshfield@hirshfieldlaw.com






     7.5 Assignment. This Agreement and all of the provisions hereof will be binding upon
and inure to the benefit of the Parties and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned
by UDW (whether voluntarily, involuntarily, by operation of law or otherwise) without the prior
written consent of Hyundai.



     7.6 Governing Law. This Agreement and the legal relations among the Parties hereto
will be governed by and construed in accordance with the internal substantive laws of the State of
California (without regard to the laws of conflict that might otherwise apply) as to all matters,
including without limitation matters of validity, construction, effect, performance and remedies.



     7.7 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.



     7.8 Facsimile and Scanned Execution. Receipt by either Party of a counterpart of this
Agreement manually signed and then scanned electronically and emailed to the other Party or
manually signed and then sent by facsimile transmission to the other Party shall, for all purposes,
be deemed to be an original counterpart with the same force and effect as the manually signed
counterpart from which it was electronically reproduced.



     7.9 Headings. The headings of the sections and subsections of this Agreement are
inserted for convenience only and will not constitute a part hereof.



     7.10 Entire Agreement. This Agreement and the other Transaction Documents embody the
entire agreement and understanding of the Parties hereto in respect of the transactions
contemplated by this Agreement and other Transaction Documents. There are no restrictions,
promises, warranties, agreements, covenants or undertakings, other than those expressly set forth
or referred to in this Agreement and the other Transaction Documents. This Agreement and the other
Transaction



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Documents supersede all prior agreements and understandings between the Parties with
respect to the Transaction. Provisions of this Agreement will be interpreted to be valid and
enforceable under applicable Law to the extent that such interpretation does not materially alter
this Agreement; provided, however, that if any such provision becomes invalid or
unenforceable under applicable Law such provision will be stricken to the extent necessary and the
remainder of such provisions and the remainder of this Agreement will continue in full force and
effect.



     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	US Dataworks, Inc.	 	 	 	Hyundai Syscomm Corp.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charles E. Ramey 	 	 	 	By:	 	/s/ Samuel Lee 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Charles E. Ramey
	 	 	 	 	 	Samuel Lee	 	 
	 

	 	Chief Executive Officer
	 	 	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	December 29, 2006 	 	 	 	Date:	 	December 30, 2006 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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