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                                                                   EXHIBIT 10.11


                        MASTER SOFTWARE LICENSE AGREEMENT
                        ---------------------------------

THIS MASTER SOFTWARE LICENSE AGREEMENT (hereinafter "Agreement") dated as of
July 1, 2001 is by and between US Dataworks, Inc., a Delaware Corporation; 5301
Hollister, Suite 250, Houston, TX 77040 (hereinafter "Licensor'), and CheckFree
Services Corporation, a Delaware Corporation, located at 4411 East Jones Bridge
Road, Norcross, GA 30092 (hereinafter "Licensee").

                                   WITNESSETH:

WHEREAS, Licensor, is the owner of all U.S. and foreign copyrights, patent
applications, if any, intellectual property rights, and necessary licenses
pertaining to certain software designs that are the subject of this Agreement
known as Returnworks, ReMitworks, and MICRworks (hereinafter referred to as the
"Software"); and

WHEREAS, Licensor, among other things is in the business of developing,
marketing, selling and licensing computer programs; and

WHEREAS, Licensee is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Georgia, with corporate power to own
property and carry on its business as it is now being conducted, which includes
the marketing and licensing to banks and financial institutions proprietary
software for the processing of Automated Clearing House (ACH) transactions; and

WHEREAS, Licensee desires to obtain a license for such Software from Licensor
and Licensor is willing to license this Software to Licensee to enable Licensee
to use, resell and sublicense the use of the Software, and related documentation
pursuant to the terms and conditions of this Agreement.

WHEREAS, this Agreement supersedes any and all prior or contemporaneous
agreements, understandings, whether written or oral, between Licensor and
Licensee, including, but not limited to, the Software License Agreement dated
June 3, 1998.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations and agreement set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby mutually
acknowledged, Licensor and Licensee, intending to be legally bound, hereby agree
as follows:

                                   SECTION 1
                                   DEFINITIONS

As used herein, the following words and phrases shall have the following
meanings:

1.01     "ACH ALLIANCE PROCESSING" is a service mark of Licensee and is an ACH
         origination and receiving service provided to Licensee's customers.

1.02     "AUTHORIZED COPY." A copy of the Software and/or Documentation that is
         authorized and delivered by Licensor.

1.03     "CHECKFREE ACH CUSTOMER" refers to those customers of Licensee that
         include PEP+ software users, users of future ACH systems and customers
         of the ACH Alliance Processing service.

1.04     "CONFIDENTIAL INFORMATION" shall mean all information concerning either
         party (the "Disclosing Party") to which the other party (the "Receiving
         Party") is provided access by virtue of this Agreement or its
         activities hereunder, including, without limitation, source code,
         technical data, sales information, customer lists, prices and methods
         of pricing, marketing techniques and plans, returns, unannounced
         products, product and process information, and such other information
         which, if disclosed to others, might be competitively detrimental to
         the Disclosing Party. Confidential Information shall not include any
         information which has been publicly disseminated in writing by the
         Disclosing Parry, which the


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         Receiving Party can demonstrate through written records it knew prior
         to the Disclosing Party's disclosure hereunder, or which is rightfully
         received by the Receiving Party from a third party without obligation
         of confidentiality restriction.

1.05     "CONSULTING SERVICES." Any nondevelopment activities related to project
         analysis, design, development of Custom Code or implementation of
         Licensor's systems performed by Licensor that are specifically
         requested by End-Users.

1.06     "CUSTOM CODE." System modifications incorporated into Licensor's
         standard Software by Licensor at the specific request and/or
         requirement of the End-User.

1.07     "DOCUMENTATION." Printed material relating to the Software and
         containing instructions for using the Software, and its compatibility
         with computer hardware and other software programs.

1.08     "END-USERS." The customers of Licensee, who have acquired certain use
         rights to the Software and Documentation directly from the Licensee for
         their own use (and not for redistribution, remarketing, and/or
         timesharing) and who are granted a Sublicense to use the Software and
         Documentation at a Registered Location.

1.09     "EXECUTABLE CODE." Computer software assembled or compiled in magnetic
         or electronic binary form on software media, which are readable and
         usable by machines, but not generally readable by humans without
         reverse assembly, reverse-compiling, or reverse-engineering.

1.10     "GENERAL AVAILABILITY" shall mean that the Software and Documentation
         are sufficiently developed and tested to permit general sale to and use
         by the intended client base:, consistent with Licensor's standards, for
         such Software and Documentation.

1.11     "INTELLECTUAL PROPERTY RIGHTS." The intangible legal rights or
         interests evidenced by or embodied in (1) any idea, design, concept,
         technique, invention, discovery, or improvement, regardless of
         patentability, but including patents, patent applications, trade
         secrets, and know-how; (2) any work of authorship, regardless of
         copyrightability, but including copyrights, trademarks, service marks,
         trade dress, license rights and any moral rights recognized by law; and
         (3) any other similar rights, in each case on a worldwide basis.

1.12     "PEP+" is an ACH product owned by Licensee and which is marketed and
         licensed to Licensee's customers.

1.13     "PEP+ CUSTOMER" refers to Licensee's customers of PEP+ that became
         customers of PEP+ prior to becoming customers of Licensor's Software.

1.14     "REGISTERED LOCATION." The business name and address of out or more
         End-Users to which Licensee has granted a Sublicense.

1.15     "SOFTWARE." The Executable Code forms of Licensor's computer programs
         known as Returnworks, Remitworks, and MICRworks, and includes, without
         limitation, Updates and Upgrades.

1.16     "SUBLICENSE." The form of agreement between Licensee and each End-User,
         which grants the End-User the nonexclusive, nonassignable,
         nontransferable and limited right and license to use the Software and
         Documentation. The Sublicense shall prohibit the End-User from copying
         any of the Software and Documentation, and from transferring to any
         third parties, and from any reverse-compiling, reverse-assembly, or
         reverse-engineering of the Software and Documentation.

1.17     "UPDATES." Any error correction on the Software and/or Documentation,
         general design improvements or any changes to the Software or
         Documentation that result from a legal or regulatory change applicable
         to the intended purpose of the Software, which are not Custom Code and
         for which the End-User is not charged any additional license fees.


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1.18     "UPGRADES." Arty feature changes on the Software, which result in a
         version, change applicable to all End-Users.

                                   SECTION 2
                            GRANT OF LICENSING RIGHTS

2.1      LICENSE. Subject to the terms and conditions hereof, Licensor hereby
         grants Licensee, a non-exclusive, non-transferable and limited right to
         use and sublicense the use of the Software and Documentation for its
         intended purpose. Licensee further agrees that the Software and
         Documentation will be used ONLY at the Registered Location(s). During
         the Term hereof, Licensee is appointed as Licensor's agent for the
         purpose of granting nonexclusive perpetual licenses to the Software and
         Documentation to End-Users in accordance with the terms and conditions
         hereof. Licensee agrees to sell only Authorized Copies.

2.2      FEES TO LICENSEE. Licensee shall receive the percentage of all fees of
         any nature, including, but not limited to, license and non-maintenance
         transaction fees, as described in and pursuant to Appendix A for
         Software sales made by Licensor, including, without limitation,
         Licensor's authorized distributors, resellers, value added resellers or
         OEMs of the Software, to any PEP+ Customer during the term of this
         Agreement. With respect to non-maintenance transaction fees or other
         fees of a recurring nature referred to above, Licensor shall pay
         Licensee such fees pursuant to Appendix A for so long as such
         licensee(s) of the Software is obligated to pay. Licensor's obligation
         to pay Licensee such non-maintenance transaction or recurring fees
         shall survive the expiration or earlier termination of this Agreement.
         Licensor must provide a quarterly report of all such sales of the
         Software to the PEP+ Customer, and such notice shall include the name
         of the customer, the total license fee, the non-maintenance transaction
         fee, and transaction volume of such customer. Licensor shall pay fees
         hereunder thirty (30) days following receipt of such license and
         non-maintenance transaction fees.

2.3      PAYMENTS TO LICENSOR. In consideration of the granting of the
         aforementioned rights, Licensee shall pay Licensor the percentages of
         the price(s) indicated in Appendix A for all sales made by Licensee
         during the term of this Agreement. In the event that any fees are paid
         directly to Licensor by End-User for any licenses or consulting
         services sold by Licensee, Licensor shall remit to Licensee the
         appropriate percentage of such fees, as specified in paragraph 4.1 and
         Appendix A, within thirty (30) days following receipt of such fees from
         End-User. Licensor's obligation to pay Licensee, and Licensee's
         obligation to pay Licensor, such fees shall survive the expiration or
         earlier termination of this Agreement Licensee may request price
         modification from Licensor and Licensor shall review any price
         modification requests but may withhold, approval of any price
         modification that is requested, but such decision to withhold approval
         shall not be unreasonable.

2.4      OPTION TO LICENSEE. In the; event that Licensor conceives of any
         product(s) in addition to and distinct froth the Software ("New
         Product"), Licensor agrees to disclose such New Product to Licensee in
         the form of a white paper setting forth a functional overview of such
         New Product At License's sole option, Licensee may elect to review such
         white paper for a sixty (60) day period ("Review Period"). During such
         Review Period, Licensee may, in its sole discretion, work with Licensor
         to develop technical specifications and marketing analysis. Nothing
         herein shall be deemed as obligating Licensee to participate or provide
         a minimum level of participation during the Review Period. In the event
         Licensee participates in such Review Period, Licensee shall have a
         right of first refusal ("Option") to market such New Product under the
         terns of this Agreement. If Licensee decides not to participate in such
         Review Period or after the conclusion of such Review Period Licensee
         decides not to participate further, Licensee will lose such Option.
         Licensee must provide written notification prior to the expiration of
         the Review Period of its desire to exercise the Option. If Licensee
         exercises its Option, then such New Product will not become subject to
         paragraph 3.2 of this Agreement until the General Availability
         requirements as set forth herein are satisfied. Licensee agrees that
         Licensor shall own all right, title and interest, including without
         limitation, all copyrights in and to said New Product Specs. If
         Licensee does not exercise its aforementioned Option, Licensor shall
         not be bound by any terms, conditions and obligations arising out of
         this Agreement or any prior agreement specifically


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         with respect to the marketing, fees, and selling the New Product to any
         person or entity. Licensee cannot forfeit its option by failure of
         Licensor to provide reasonable notice.

2.5      RESERVED RIGHTS. All rights not specifically granted to Licensee
         hereunder are reserved by Licensor. Except as expressly provided
         hereunder in connection with the License, Licensor does not convey any
         Intellectual Property Rights to Licensee hereunder, Licensee shall have
         no right whatsoever to receive, review, or otherwise use or have access
         to the source code for the Software, except as set forth herein.

                                   SECTION 3
                             LICENSEE'S OBLIGATIONS

3.1      PAYMENT. The parties shall make payments to each other, in accordance
         with the terms and conditions of this Agreement, as described in
         Appendix A.

3.2      MARKETING. Licensee shall use its best efforts to market the Software,
         including, without limitation, to CheckFree ACH Customers, End-Users,
         and new market prospects.

                                   SECTION 4
                                     PRICES,
                                  INTEREST AND
                                     PAYMENT

4.1      LICENSE, MAINTENANCE, TECHNICAL SUPPORT, CONSULTING AND CUSTOM CODE
         FEES. Licensee shall pay Licensor such portion of the License Fees to
         which Licensor is entitled within thirty (30) days after the payment of
         a License Fee by an End-User. If Licensor performs Consulting Services
         or Custom Code services, Licensee shall pay Licensor such portion of
         those fees to which Licensor is entitled within thirty (30) days after
         payment by the End-User. Unless otherwise stated herein, the parties
         agree that the party who receives a payment from an End-User for any
         fees described in Appendix A ("Receiving Party") shall pay the other
         party the other's share, as determined by this Agreement, of such fees
         within thirty (30) days of the Receiving Party's receipt of such fees
         from an End-User. In addition, each parry shall provide the other a
         mutually agreeable quarterly report to account for fees collected
         during that quarter.

         The amount charged to End-Users for licenses, maintenance, technical
         support, Consulting Services and Custom Code services shall be
         established by Licensor as set forth in Appendix A, which, except as
         set forth herein, shall not be altered during the Initial Term of this
         Agreement. Complete pricing details are provided in Appendix A.

4.2      INTEREST. Interest shall accrue on any delinquent amount owed by either
         party at a rate of 15% per year simple interest, unless such delinquent
         amount is subject to a BONA FIDE dispute. The parties agree that any
         undisputed amounts will be paid as set forth herein.

4.3      FEES. All fees payable hereunder are exclusive of any taxes,
         assessments or duties that may be assessed upon any licenses granted
         under this Agreement, including, without limitation, sales, use,
         excise, value added, personal property, electronic/Internet commerce,
         export, import and withholding taxes. Each party shall directly pay any
         such taxes assessed against it, and each shall promptly reimburse the
         other for any such taxes payable or collectable by the other. Such
         taxes do not include taxes based upon either party's income.

4.4      INSPECTION. Both parties agree to keep accurate books of account
         covering the licenses, licensees and sub-licensees covered by this
         Agreement. Either party shall have the right upon reasonable notice to
         the other party to have a representative inspect such records at the
         other party's premises during regular business hours solely with
         respect to fees and payments due hereunder. Licensor and Licensee agree
         to cooperate so as to have such examination conducted with minimal
         disruption to each other's business as possible. All books and records
         relating to the fees and payments due hereunder shall be retained for
         at least four years.


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                                   SECTION 5
                            MISCELLANEOUS PROVISIONS

5.1      DELIVERY AND TITLE. The Software and Documentation shall at all times
         remain the sole and absolute property of the Licensor.

5.2      UPDATES. Licensor intends to provide Upgrades to the Software and
         Documentation as reasonably required to address issues and problems
         brought to its attention by the End-Users or the Licensee. An End-User
         will only be entitled to Updates if the End-User has entered into a
         Maintenance Agreement with Licensor and the End-User has satisfied all
         of it its payment obligations under the Maintenance Agreement. The
         timing of the Updates will be defined by the magnitude of the problem.
         Material defects will be addressed immediately and will receive the
         highest priority for coding, testing, and support resources.

5.3      UPGRADES. Licensor intends to provide Upgrades to the Software and
         Documentation in scheduled releases. These releases will be made
         available to Licensee with sufficient time for testing prior to their
         availability to the End-Users The Upgrades will be based in part on
         requests made by the End-Users and the Licensee. The Licensor
         recognizes the importance of these enhancements and will make its best
         effort to comply with all reasonable requests. Licensor retains the
         right to refuse any request that it feels would detract from the
         product's overall functionality or supportability.

5.4      SOFTWARE. Though it is desirable to maintain only one version of
         Software, it is unrealistic to assume that every installation will be
         identical. Therefore, one version will be maintained as the base
         Software and modifications will be applied to create the custom
         applications required by the market. The Licensor will maintain a copy
         of each version installed in the field for ongoing support. Given the
         number of potential versions, the Licensor will offer maintenance on
         customized versions for a period of three (3) years from the date of
         installation at an additional expense to the End-User. This maintenance
         expense will be negotiated between the Licensor and the End-User.
         Upgrades may be required due to releases of PEP+. The Licensee is
         required to evaluate the impact to the Software and Documentation with
         respect to information regarding the integration of the Software with
         PEP+, but it is the ultimate responsibility of the Licensor to keep the
         Documentation accurate and up to date. The Licensor will make all
         reasonable changes required by the modifications to PEP+ and coordinate
         their testing and implementation with the Licensee.

5.5      DOCUMENTATION. Within a reasonable time following completion of the
         standard documentation for a New Product to which Licensee has
         exercised its Option, but in no event later than thirty (30) days prior
         to the General Availability of such New Product, Licensor shall provide
         Licensee at least one (1) copy of all standard documentation relating
         to that New Product Within thirty (30) days of receipt of the
         documentation, Licensee may request revisions and/or additions to the
         documentation. Licensor has the sole discretion to accept and/or
         implement Licensee's proposed revisions or additions. However, if the
         documentation is, in Licensee's reasonable opinion, not sufficient to
         license the corresponding New Product, then Licensee may elect to not
         sell the corresponding New Product by notifying Licensor of such
         election in writing within later of thirty (30) days of Licensee's
         receipt of original or revised documentation. If no revisions and/or
         additions are requested or no written notification of election as made
         in response to receiving the original or revised documentation, the
         documentation will be deemed accepted by Licensee. If Licensee elects
         not to sell the corresponding New Product, Licensee tray subsequently
         elect to sell the corresponding New Product at any time during the term
         of this Agreement by notifying Licensor in writing. For the time period
         that Licensee elects not to sell the corresponding New Product,
         paragraph 2.2 will have no force or effect.

         Licensee may request revisions and/or additions to such Documentation
         and the parties agree to work in good faith and at no cost to the other
         party to implement such reasonable requests for revisions and/or
         additions. In no event is Licensor required to accept and/or implement
         Licensee's requested revisions and/or additions to such Documentation.


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5.6      TECHNICAL SUPPORT. Licensor shall provide all technical support and
         maintenance to the End Users and shall receive all of the support and
         maintenance .revenue as described in Appendix A. Licensor shall be
         allowed to have direct contact and communication with End-Users for
         purposes of, including, but not limited to, providing technical
         support.

5.7      MAINTENANCE. Primarily maintenance will be accomplished through Updates
         to the Software in an orderly and coordinated methodology. There may
         exist, from time to time, a need to make immediate modifications to an
         End-User's customized Software in order to correct problems to meet
         daily or monthly production schedules. In these circumstances, Licensor
         will make any/all changes required to put the customized Software back
         into production. These "fixes" are temporary in nature and are intended
         to be replaced through the Update process.

         Licensee shall not be responsible for providing any maintenance and
         shall not share in any maintenance revenues, unless indicated in
         Appendix A. Licensor shall provide all required maintenance and shall
         receive all maintenance revenues as described in Appendix A. The
         parties agree that Licensor shall be permitted to enter into
         Maintenance Agreements with End Users.

5.7.1    MAINTENANCE AGREEMENTS FOR PROSPECTIVE AND CURRENT END-USERS. Licensee
         agrees to present Licensor's standard Maintenance Agreement at the same
         time Licensee presents the Sublicense to prospective End-Users and to
         use its best efforts to obtain each prospective End-User's agreement to
         said Maintenance Agreement contemporaneous with obtaining each
         prospective End-User's agreement to the Sublicense.

         In addition, subsequent to the Effective Date and contemporaneous with
         the next renewal of any maintenance agreement between Licensee and each
         End-User existing as of the Effective Date, Licensee agrees to present
         Licensor's standard Maintenance Agreement to each such End-User.
         Moreover, Licensee shall use its best efforts to obtain such End-Users'
         agreement to said Maintenance Agreement, which shall include, without
         limitation, Licensee offering a reduced maintenance fee to such
         End-User(s) (reduced by the dollar amount Licensor will charge such
         End-User per the terms of Licensor's standard Maintenance Agreement for
         maintenance on the Software) and in conjunction with Licensee's
         presentation of Licensor's standard Maintenance Agreement to such
         End-User(s). The dollar amount Licensor shall charge such End-Users
         shall be calculated in accordance with Appendix A. Unless otherwise
         stated herein or agreed to by the parties, subsequent to the Effective
         Date, Licensee shall have no obligation to collect and remit to
         Licensor any Annual Maintenance fees.

         Notwithstanding the proceeding, as to End-Users existing as of the
         Effective Date who pay Licensee a maintenance fee based on the volume
         of transactions such End-Users process through Licensee's software
         ("Volume Eased End User"), Licensee shall use its best efforts to
         obtain from such Volume Based End-Users agreement to Licensor's
         standard Maintenance Agreement. Such standard Maintenance Agreements
         shall state that Licensor will not directly charge Volume Based
         End-Users for performing such maintenance and shall be presented by
         Licensee to such Volume Based End-Users contemporaneously with the next
         renewal of a maintenance agreement between Licensee and such Volume
         Based End-User(s). As a result, Licensee agrees to continue to collect
         and distribute to Licensor the Annual Maintenance fees as described in
         Appendix A for such Volume Based End-Users within thirty (30) days of
         Licensee's receipt of such fees.

         Licensee further agrees that all End-Users' agreement to Licensor's
         standard Maintenance Agreement shall be a condition precedent to any
         End-User's implementation of the Software.

5.7.2    PAST AND CURRENT MAINTENANCE AND LICENSE FEE PAYMENTS FOR END-USERS
         EXISTING AS OF THE EFFECTIVE DATE. The parties further acknowledge and
         agree that within thirty (30) days from the Effective Date, Licensee
         shall pay Licensor the amounts listed in Appendix B for all maintenance
         and license fees that have not already been remitted to Licensor and
         were due or collected by


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         Licensee in connection with all agreements for Software entered into by
         Licensee prior to the Effective Date ("Past Fees"). Licensee warrants
         that said amounts listed in Appendix B represent all of the Past Fees.
         Payment of the amounts listed on Appendix B shall constitute full and
         complete satisfaction of any and all maintenance and license fees owed
         Licensor by Licensee as of the Effective Date for agreements for
         Software entered into by Licensee prior to the Effective Date.

         Licensor shall be allowed to have direct contact and communication with
         End-User for purposes of, including, but not limited to, providing
         maintenance and obtaining maintenance fees.

         Normal system maintenance, including but not limited to file backups,
         is the responsibility of the End-User.

5.8      CONSULTING AND CUSTOM CODE SERVICES. Licensor may, when requested to do
         so by End-User, perform Consulting Services and Custom Code services
         for the End-User. Payment for those services shall be determined by the
         terms in section 4, ET SEQ herein and Appendix A attached hereto.

5.9      During the term of this Agreement and for a period of twelve (12)
         months thereafter, neither party shall solicit for employment (either
         as an employee or contractor) any of the other party's employees who
         performed any services related to this Agreement.

                                   SECTION 6
                                   PROTECTION

6.1      SOFTWARE AND DOCUMENTATION. Licensee agrees that the Software and all
         related Documentation contain confidential information of Licensor's,
         and embody trade seer its developed by Licensor at substantial cost and
         expense. Licensee shall hold the Software and Documentation in
         confidence. License shall employ reasonable secrecy precautions; at
         least as protective as the precautions it uses to protect its own
         propriety computer programs, to protect the Software and Documentation
         from unauthorized copying, use, or disclosure. Licensee shall allow
         access to the Software and Documentation only to employees and
         contractors who are performing services for Licensee related to the
         purposes of the Agreement and who "need to know" the information
         contained in the Software and Documentation, and upon whom, both
         parties have imposed a legal duty to protect the Software and
         Documentation from unauthorized copying, use, or disclosure. Both
         parties agree to use their best efforts to prevent, prosecute, and
         enjoin any actual or threatened unauthorized copying, use, or
         disclosure of the Software and Documentation. Licensor agrees that it
         shall under take the same precautions identified above with respect to
         the Licensee's software, documentation, and other Confidential
         Information it gains access to through the relationship set forth
         herein.

6.2      CONTRACTS. Each party shall use its best efforts, to prevent,
         prosecute, and enjoin any unauthorized copying, distribution, reverse
         engineering, and reverse compiling of the Software, Documentation
         and/or PEP+, through appropriate restrictive contracts entered into by
         its employees, consultants, and other third parties having access
         thereto, and through the use of the Sublicenses with End-Users, and
         shall pursue appropriate actions to enforce such protection provisions.

                                   SECTION 7
                                    WARRANTY

7.1      OWNERSHIP. Licensor warrants that it is the exclusive owner of
         copyrights of the Software and Documentation and that it has all rights
         necessary to grant the rights affected by the Agreement.

7.2      LIMITED WARRANTY. Licensor warrants that the Software, when delivered,
         properly installed, and used in accordance with the Documentation will
         work as described in the Documentation. Such warranty shall not apply
         to Software and Documentation that has been modified or altered by a
         party other than Licensor or Licensor's agents or subcontractors.
         Licensor warrants that the Software will


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         accommodate all dates in the past as well as future dates, including
         but not limited to, dates in year 2000.

7.3      DISCLAIMER. Licensor makes no warranty that all errors have been or can
         be eliminated from the Software EXCEPT AS SET FORTH IN THIS AGREEMENT,
         LICENSOR DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
         REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, WITH
         RESPECT TO THE SOFTWARE AND/OR DOCUMENTATION, INCLUDING WITHOUT
         LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
         PURPOSE. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
         REPRESENTATION REGARDING THE USE OR THE RESULT OF THE USE OF ANY
         SOFTWARE AND/OR DOCUMENTATION OR MATERIALS SUPPLIED HEREUNDER AS TO
         CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

7.4      LIMITATION OF LIABILITY. EXCEPT FOR LICENSOR'S INTELLECTUAL PROPERTY
         INFRINGEMENT INDEMNITY OBLIGATIONS, LICENSEE'S INDEMNITY OBLIGATIONS
         PURSUANT TO PARAGRAPH 9.7 AND FOR DAMAGES RESULTING FROM GROSS
         NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF EITHER PARTY, NEITHER
         PARTY NOR THEIR OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, EMPLOYEES,
         LICENSORS, REPRESENTATIVES, OR RESELLERS, SHALL BE LIABLE WITH RESPECT
         TO ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
         INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
         INCURRED AS A RESULT OF LOST TIME, LOST SAVINGS, LOST DATA, MACHINE
         DOWNTIME, LOST GOODWILL, OR LOST PROFITS, OR FOR. PROCUREMENT OF
         SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, WHETHER FORESEEABLE OR
         UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS
         AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGE OR HARM SUFFERED BY
         LICENSEE, ANY SUB-LICENSEE OF LICENSEE, END-USER OR THIRD PARTY CAUSED
         DIRECTLY OR INDIRECTLY BY TIDE SOFTWARE AND/OR DOCUMENTATION, EVEN IF
         LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH
         OCCURRING. EXCEPT FOR LICENSOR'S INTELLECTUAL PROPERTY INFRINGEMENT
         OBLIGATIONS, LICENSEE'S INDEMNITY OBLIGATIONS PURSUANT TO PARAGRAPH 9.7
         AND FOR DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
         MISCONDUCT OF EITHER PARTY, IN NO EVENT SHALL EITHER PARTY'S LIABILITY
         EXCEED THE TOTAL FEES ACTUALLY PAID TO BOTH THE LICENSOR BY THE
         LICENSEE AND TO THE LICENSEE BY THE LICENSOR UNDER THIS AGREEMENT.

                                   SECTION 8
                              TERM AND TERMINATION

8.1      TERM. This Agreement shall become effective on the date of execution by
         the parties hereto ("Effective Date"), and shall remain in full force
         and effect until December 31, 2002 ("Initial Term"). All terms,
         conditions and obligations arising out of this Agreement will
         automatically renew for subsequent one (1) year periods ("Renewal
         Term"), unless terminated by one or both of the parties pursuant terms
         in Sections 8.2, 8.3 or 8.4 of this Agreement.

8.2      TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement
         for convenience after the completion of the Initial Term, and prior to
         the completion of any Renewal Term, provided such party gives the other
         party not less than sixty (60) days notice of such party's intent to
         terminate.

8.3      TERMINATION FOR CAUSE. Licensor and Licensee shall have the right to
         terminate this Agreement in the event of a material breach by the
         defaulting party of its obligations hereunder (including but not
         limited to failure to make payments required hereunder) that continues
         after notice and opportunity to cure. Written notice of termination
         identifying the breach upon which such notice is based shall be
         furnished to the defaulting party and shall become effective thirty
         (30) (for payment obligations) or


                                       8
<PAGE>


         sixty (60) (for all other obligations) days after delivery thereof
         unless the defaulting party has cured the breach during such 30-day or
         60-day period. Curing of such breach shall render the notice void.

8.4      SPECIAL TERMINATION RIGHTS. Effective immediately and without any
         requirement of notice, either party may, at its option, terminate this
         Agreement and/or suspend its performance in the event that

         (1)      the other party files a petition for bankruptcy, files a
                  petition seeking any reorganization, arrangement, composition,
                  or similar relief under any law regarding insolvency or relief
                  for debtors, or makes an assignment for the benefit of
                  creditors;

         (2)      a receiver, trustee, or similar officer is appointed for the
                  business or property of such party;

         (3)      any involuntary petition or proceeding under bankruptcy or
                  insolvency laws is instituted against such party and not
                  stayed, enjoined, or discharged within 60 days; or

         (4)      the other party adopts a resolution for discontinuance of its
                  business or for dissolution.

8.5      CONSEQUENCES AND SURVIVAL. Notwithstanding any termination or
         expiration of this Agreement, the provisions of sections 3.1, 4, 6, 7,
         8.6, 9 and 10 shall remain in full force and effect, and all fees and
         any other monies due shall remain due and payable in accordance with
         the terms hereof. Licensee agrees that subsequent to termination or
         expiration of this Agreement, Licensee shall not reproduce the Software
         other than as specifically permitted under section 8.6 below.

8.6      SPECIAL CONSEQUENCES AND SURVIVAL. If Licensor becomes incapable of
         providing maintenance to End-Users pursuant to subsisting Maintenance
         Agreements entered into between Licensor and End-Users, Licensee at its
         own expense, shall have the right to the Software Source Code and the
         right to develop the Software for the sole purpose of and pursuant to
         maintaining the Software as to specific End-Users who are a party to a
         subsisting Licensor Maintenance Agreement that the specific End-User
         has entered into. Licensee shall be solely entitled to the maintenance
         revenue resulting from Licensee's maintenance of the Software pursuant
         to this paragraph 8.6.

                                   SECTION 9
                   TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

9.1      TRADEMARKS. Licensor shall have and retain, sole ownership of all
         Licensor's Trademarks, including the goodwill pertaining thereto.
         Licensee shall not use Licensor's Trademarks or any word, symbol, or
         design confusingly similar thereto, as part of its corporate name, or
         as part of the name of any product of Licensee except, Licensee shall
         promote Licensor's products in conjunction with it's marketing efforts
         and as a part of that effort, Licensee shall have the right to display
         Returnworks, Remitworks, MICRworks, Wireworks, ChecKey and Remoteworks
         and/or US Dataworks' logos, names or other indicia in a manner
         consistent herewith. Licensor reserves the right to preapprove any
         marketing or advertising that contains the indicia set forth above with
         respect to Licensor's trademarks. Licensee shall have and retain sole
         ownership of all Licensee's Trademarks, including the goodwill
         pertaining thereto. Licensor shall not use Licensee's Trademarks or any
         word, symbol, or design confusingly similar thereto, as part of its
         corporate name, or as part of the name of any product of Licensor
         except that Licensor shall promote Licensee's products in conjunction
         with its marketing efforts and as a part of that effort, Licensor shall
         have the right to display PEP+ and/or CheckFree's logos, names or other
         indicia in a manner consistent with the provisions set forth above with
         respect to Licensor's marks. Licensee reserves the right to preapprove
         any marketing or advertising that contains the indicia set forth above
         with respect to Licensee's trademarks, and Licensee will at all times
         remain the sole and exclusive owner of its trademarks, including,
         without limitation, the CHECKFREE and PEP+ marks.

9.2      DECOMPILING, ETC. Without the prior written consent of Licensor,
         Licensee shall refrain from decompiling, reverse engineering,
         disassembling, translating, or modifying the Software and Documentation
         or granting any other person or entity the right to do so.

                                       9
<PAGE>

9.3      CONFIDENTIAL INFORMATION. During the course of performance of this
         Agreement, the parties may disclose certain Confidential Information to
         the other to permit each party to perform their obligations under this
         Agreement. Each party shall use their best efforts to maintain the
         secrecy of all such Confidential Information, but at least as good of
         effort as the other party takes with respect to their own Confidential
         Information. Each party shall refrain from using, disclosing, or
         otherwise exploiting any Confidential Information for any purpose not
         specifically authorized by the other party in this Agreement. All
         files, lists, records, documents, drawings, specifications, equipment,
         and computer programs that incorporate or refer to any Confidential
         Information shall be returned or destroyed promptly upon termination of
         this Agreement.

9.4      NOTIFICATION. Licensee shall promptly notify Licensor of (1) any
         claims, allegations, or notification that Licensor's marketing,
         licensing, support, or service of the Software may or will infringe on
         the Intellectual Property Rights of any other person or entity; and (2)
         any determination, discovery, or notification that any person or entity
         is or may be infringing on the Intellectual Property Rights of
         Licensor. Licensee shall not take any legal action relating to the
         protection or defense of any Intellectual Property Rights pertaining to
         the Software without the prior written approval of Licensor, provided
         that such inaction will not prejudice the protection or defense of any
         Intellectual Property Rights pertaining to the Software. Licensee's
         failure to provide such notice shall not lessen or otherwise diminish
         Licensor's indemnification obligations set forth herein.

9.5      INFRINGEMENT. Licensor shall not be liable to Licensee or End User for
         any claim to the extent such claim: (i) is based upon the combination,
         operation, or use of any Software with equipment, data, or programming
         not supplied by Licensor or authorized pursuant to the applicable
         Documentation or by Licensor, or (ii) is based upon any alteration or
         modification of the Software not made by Licensor or its agents or
         subcontractor's, or is not authorized by Licensor or described in the
         applicable documentation.

9.6      INDEMNIFICATION BY LICENSOR FOR INFRINGEMENT CLAIMS. Licensor hereby
         represents and warrants that the Software and Documentation are owned
         by Licensor, that it has the sole and exclusive right to license the
         Software and Documentation and to make and enter into this Agreement,
         and that the Software and Documentation have not been copied from any
         source or any other person, firm, corporation, or entity. Licensor
         shall indemnify, hold harmless, and defend Licensee against any patent,
         copyright, or trade secret infringement claim, action or suit,
         including, without limitation, all costs, attorneys fees, and other
         fees arising therefrom, against Licensee arising from authorized use or
         licensing of the Software or Documentation in accordance with this
         Agreement provided that Licensee shall (i) give Licensor written notice
         of any allegation of infringement as soon as practicable after it is
         received and (ii) permit Licensor, at its option, to control the
         defense against any such allegation. Licensor and Licensee agree to
         cooperate with each other regarding the defense against such action or
         suit. In the event a court of competent jurisdiction makes a
         determination that any Software or Documentation infringes, Licensor,
         at its option and expense, shall: (a) modify the infringing portion of
         the Software or Documentation so as to make it noninfringing, so long
         as such modification contains materially similar functionality; (b)
         replace the infringing product with a noninfringing product having,
         materially similar functionality; (c) obtain the right to continue
         using the infringing portion of the Software or Documentation; or (d)
         refund to Licensee any and all the fees paid by End Users for the
         affected Software or Documentation. Nothing in this Agreement prohibits
         the Licensor, in its sole discretion, from taking the foregoing action
         prior to a court of competent jurisdiction making a determination that
         any Software or Documentation infringes.

9.7      INDEMNIFICATION BY LICENSEE. Licensee hereby represents and warrants
         that PEP+ is owned by Licensee, that it has the sole and exclusive
         right to license the PEP+ and to make and enter into this Agreement,
         and that PEP+ has not been copied from any source or any other person,
         firm, corporation, or entity. Licensee shall indemnify, hold harmless,
         and defend Licensor against any claim, action or suit, including
         without limitation, all costs, attorneys fees, and other fees arising
         therefrom, against Licensor arising from Licensee's use or licensing of
         PEP+ or, the Software and Documentation (except as provided for in
         paragraph 9.6), provided that Licensor shall (i) give Licensee written
         notice of any such claim, action or suit as soon as practicable after
         it is received and (ii) permit Licensee, at its


                                       10
<PAGE>


         option, to control the defense against any such allegation. Licensor
         and Licensee agree to cooperate with each other regarding the defense
         against such action or suit.

                                   SECTION 10
                               GENERAL PROVISIONS

10.1     NO ASSERTION OF RIGHTS. It is expressly understood and agreed that, as
         between Licensor and Licensee, all rights, titles, and interests in and
         to the Software and any other material furnished to Licensee under this
         Agreement vest solely and exclusively with Licensor, and Licensee shall
         neither derive nor assert any title or interest in or to such items
         except for the rights granted under this Agreement.

10.2     RELATIONSHIP OF THE PARTIES. The relationship of Licensor and Licensee
         established by this Agreement is of licensor and licensee, each to
         constitute an independent contractor. Nothing in this Agreement shall
         be construed to give either parry the power to direct or control the
         activities of the other party, or to constitute the parties as
         principal and agent, employer and employee, franchiser and franchisee,
         partners, joint venturers, co-owners, or otherwise as participants in a
         joint undertaking. Licensor and Licensee understand and agree that,
         except as specifically provided in this Agreement, Licensor does not
         grant Licensee the power or authority to make or give any agreement,
         statement, representation, warranty, or other commitment on behalf of
         Licensor, or to enter into any contract or otherwise incur any
         liability or obligation, express or implied, on behalf of Licensor, or
         to transfer, release, or waive any right, title, or interest of
         Licensor.

10.3     MODIFICATIONS, AMENDMENTS, AND WAIVERS. This Agreement may be amended
         only by a subsequent writing that specifically refers to this Agreement
         and that is signed by both parties, and no other act, document, usage,
         or custom shall be deemed to amend this Agreement. Performance of any
         obligation required of a party hereunder may be waived only by a
         written waiver signed by a duly authorized officer of the other party,
         which waiver shall be effective only with respect to the specific
         obligation of the other shall not operate or be construed as a waiver
         of any subsequent breach of the same provision or any other provision
         of this Agreement

10.4     NO CONFLICT OF INTEREST. Both parties represent and warrant that they
         have the full power and authority to undertake the obligations set
         forth in this Agreement, and that it has not entered into any other
         agreement, nor will it enter into any other agreement, that would
         render it incapable of satisfactorily performing its obligations
         hereunder or that would place it in a position of conflict of interest
         or be inconsistent with its obligations hereunder

10.5     COMPLIANCE WITH LAW. All parties shall comply with all applicable laws
         and regulations of governmental bodies or agencies in its performance
         under this Agreement.

10.6     SEVERABILITY. In the event that any provision hereof is found invalid
         or unenforceable pursuant to judicial decree or decision, the remainder
         of this Agreement shall remain valid and enforceable according to its
         term. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND
         AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES
         FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION
         Of DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT
         OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS
         EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER
         IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER
         LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN
         SHALL REMAIN IN FULL FORCE AND EFFECT.

10.7     ASSIGNMENT. This Agreement shall not be assignable, transferable, or
         sublicensable by either party, by operation of law or otherwise,
         without the written consent of the other party. Neither party may
         delegate its duties hereunder without the prior written consent of the
         other party, which shall not be


                                       11
<PAGE>


         unreasonably withheld. Any attempt by either party to assign any of its
         rights or delegate any of its duties hereunder without prior written
         consent of the other party shall be null and void.

10.8     GOVERNING LAW. This Agreement shall be construed and enforced in
         accordance with the laws of the State of Delaware as it applies to
         contracts negotiated, executed, delivered, and performed solely within
         such jurisdiction.

10.9     FORCE MAJEURE. Neither party shall not be responsible for any failure
         to perform due to unforeseen circumstances or to causes beyond its
         reasonable control, including but not limited to acts of God, war,
         riot, embargos, act of civil or military authorities, fire, floods,
         accidents, strikes, or shortages of transportation, facilities, fuel,
         energy, labor, or materials. In the event of any such delay, such party
         may defer its performance for a period equal to the time of such delay

10.10    NO WAIVER. Neither party shall, by mere lapse of time, without giving
         notice or taking other action hereunder, be deemed to have waived any
         breach by the other party of any of the provisions of this Agreement.
         Further, the waiver by either party of a particular breach of this
         Agreement by the other shall neither be construed as nor constitute a
         continuing waiver of such breach or of other breaches of the same or
         any other provision of this Agreement.

10.11    OTHER SOFTWARE AND SERVICES. Licensor offers other software and
         services at separate charges under applicable written standard
         agreements of Licensor. Licensee and Licensor agree that any such
         software and/or service cannot be the subject of an oral agreement. All
         such software and services can be provided to Licensee only under the
         terms and conditions of a written standard agreement of Licensor
         executed by the parties.

10.12    ARBITRATION. Should there occur a dispute between the parties hereto
         arising out of or in relation to this Agreement ("Contract Dispute"),
         excluding any dispute with respect to any patent, trademark, copyright
         or other intellectual property related right, such Contract Dispute
         will be resolved by arbitration in accordance with the American
         Association of Arbitration and held in Wilmington, Delaware. The
         prevailing party shall be entitled to recover reasonable attorneys'
         fees and other costs incurred in such action or proceeding, in addition
         to any other relief to which such party may be entitled.

10.13    ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
         and contract between the parties and supersedes any and all prior and
         contemporaneous, oral or written representations, communications,
         understandings, and agreements, including such Software License
         Agreement, dated June 3, 1998 by and between the parties, between the
         parties with respect to the subject matter hereof. The parties
         acknowledge and agree that neither of the parties is entering into this
         Agreement on the basis of any representations or promises not expressly
         contained herein



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
specified below.


US Dataworks, Inc.                          CheckFree Services Corporation


By: /s/ John O. Cooper                      By: /s/ Denny Oswalt
    ----------------------------------          --------------------------------
    John O. Cooper                              Denny Oswalt
    Chief Executive Officer                     Senior Vice President

Date:   8/14/01                             Date:   8/14/01
      --------------------------------      ------------------------------------



                                       12
<PAGE>


                                   APPENDIX A

The terms and conditions of this Appendix A are governed in all respects by the
Master Software License Agreement, dated July 1, 2001, by and between US
Dataworks, Inc. and CheckFree Services Corporation. The term of this Appendix A
is July 1, 2001 through December 31, 2002.

SOFTWARE PRICING: The following minimum pricing will govern pursuant to the
terms of the Agreement.
<TABLE>

License Fee per copy:
<CAPTION>
<S>                                                                       <C>                       <C>
                                                                    Returnworks or Remitworks       MICRworks
Tier III -- Companies with greater than $45 billion in assets             $75,000                   $50,000
Tier II -- Companies with $15 through $45 billion in assets               $50,000                   $40,000
Tier I -- Companies with less than $15 billion in assets                  $25,000                   $30,000

Second or More Copies per Holding Company (per copy)                      50% of the Actual License Fee, unless
                                                                          otherwise agreed to by the parties.
</TABLE>

The Parties agree that Licensee will not sell Sublicenses for less than the
License Fee except by written agreement by Licensor. The Parties agree that
Licensee may sell Sublicenses for more than the License Fee without the written
agreement of Licensor. The "Actual License Fee" refers to the greater of the:
(i) actual fee that Licensee sells a Sublicense for, as permitted hereunder; or
(ii) if less than the License Fee set forth above, the amount agreed upon by
Licensor pursuant to a written document. The parties stipulate and agree that
the following amounts listed below constitute the Actual License Fee for
Sublicenses granted to these specific End-Users prior to the Effective Date.

           END-USER                      ACTUAL LICENSE FEE
     -------------------------------- ------------------------------------
     Allstate FSB                     $75,000
     -------------------------------- ------------------------------------
     Fleet Bank                       $75,000
     -------------------------------- ------------------------------------
     US Bank,                         $75,000
     -------------------------------- ------------------------------------
     AM South                         $75,000
     -------------------------------- ------------------------------------
     First Tennessee                  $25,000
     -------------------------------- ------------------------------------
     Citibank                         $225,000
     -------------------------------- ------------------------------------
     Central Bank                     $125,000
     -------------------------------- ------------------------------------

The License Fee will not change for Sublicenses for Upgrades to Software, which
are sold to End-Users who were not previously a party to a Sublicense for any
previous version of said Software.

UPGRADES TO EXISTING END-USERS: The parties agree to work in good faith to
establish minimum fees for Sublicenses for Upgrades to Software, which are sold
td End-Users who currently hold a license to a previous version of said
Software.

NEW PRODUCTS: The Parties agree to work in good faith to establish minimum
License Fees and Maintenance Fees for New Products.


                                       1
<PAGE>


MAINTENANCE SERVICES FORT SOFTWARE:

Annual Maintenance for Each Copy             Not less than 18% all Actual
                                             License Fee(s), unless otherwise
                                             agreed to by the parties.

CONSULTING SERVICES /CUSTOM CODE RATES:

Licensor price (per individual per day)      $2000
Licensee price (per individual per day)      $2000

Licensor and Licensee staff will bill at the Rate quoted above on all projects
covered by this Agreement. The rate shall not be less than the Rate quoted above
unless mutually agreed to by both parties.

PERCENTAGE SPLIT: Unless otherwise stated, all fees due and payable to the
Licensor or Licensee under the terms of the Agreement shall be calculated
pursuant to the following percentages.

<TABLE>
<CAPTION>
<S>                                                            <C>                    <C>
Actual License Fees and Non-Maintenance Transaction Fees*      50% Licensee            50% Licensor

Annual Maintenance and Technical Support                        0% Licensee           100% Licensor

Licensor Performed Consulting Services/Custom Code             20% Licensee            80% Licensor
</TABLE>

* If End-User requires, as a condition of licensing, that the Maintenance Fees
and Non-Maintenance Transaction Fees be combined in one payment (collectively
the "Usage fee"), then the percentage split of the Usage Fee shall be as
follows: (i) Licensee shall pay an annual payment to Licensor in the amount of
18% of the Actual License Fee ("Maintenance Value"); (ii) the aforementioned
annual payment shall be made by Licensee to Licensor in quarterly installments
equal to 25% of the Maintenance Value; and (iii) in each quarter that the Usage
Fee is in excess of 25% of the Maintenance Value, then such excess shall be
distributed 40% to Licensee arid 60% to Licensor.

COMMISSIONS:

Licensor agrees to pay Licensee a bonus for sales of Sublicenses in accordance
with the following schedule: 2% of the Actual License Fee plus the total minimum
contracted Non-Maintenance Transaction Fees that will be paid during the term of
that agreement ("Sales Commission")(e.g; 0.02(Actual License Fee + total minimum
Non-Maintenance Transaction Fees for that contract term). Any Sales Commissions
that are based upon Non-Maintenance Transaction Fees shall he paid to Licensee
in the following manner: (i) upon Licensee's receipt of a quarterly payment of
Non-Maintenance Transaction Fees from an End-User, Licensee shall apply the
Percentage Split to such fees and deduct and keep from Licensor's split of such
fees the 2% Sales Commission of the Non-Maintenance Transaction Fees received
prior to applying the Percentage Split to such fees; or (ii) in the event that
End-User directly pays Licensor the Non-Maintenance Transaction Fees, then on a
quarterly basis Licensor shall remit to Licensee, in accordance with the terms
and conditions of the Master Software License Agreement and in addition to
Licensee's share of the Percentage Split, 2% of that quarter's Non-Maintenance
Transaction Fees received by Licensor.


                                       2
<PAGE>


SALE OF SOFTWARE TO PEP+ CUSTOMERS:

Licensee and Licensor agree that any Software sale made by anyone pursuant to
Section 2 of the Agreement to a PEP+ Customer during the term of this Agreement
will be split per the percentages noted above. As to all End-Users that also own
a license to use PEP+ as of the termination date of the Agreement, Licensee
agrees, free of charge, to provide and support the mainframe interface to the
Software for six months following the termination date of the Agreement.
Thereafter, Licensee agrees, free of charge, to provide and support the
mainframe interface to the Software as to particular End-Users that also own a
license to use PEP+ as of the termination date of the Agreement so long as
Licensee is entitled to receive monies under the Agreement from that End-User.

SERVICE BUREAU OR ASP PROCESSING:

In the event Licensee sublicenses the Software in an ASP or service bureau
environment, Licensor agrees to install (not to exceed 10 person days) the
Software free of charge at the designated Licensee location. Licensee agrees to
pay for all actual expenses that Licensor employees incur while installing the
software in an ASP or service bureau environment, including, without limitation,
travel, food and lodging expenses Licensor and Licensee agree that they, shall
negotiate in good faith reasonable fees and percentage splits for such ASP or
service bureau environments.

HARDWARE:

All hardware expenses are to be paid directly by the End-User.

LICENSEE TEST LICENSE:

Licensor will permit the use of all Software that Licensee agrees to sell, to be
used for product demonstrations and internal testing purposes for the term of
the Agreement, in accordance with the Agreement.

US Dataworks, Inc.                           CheckFree Services Corporation


By: /s/ John O. Cooper                       By: /s/ Denny Oswalt
    -----------------------------------          -------------------------------
    John O. Cooper                               Denny Oswalt
    Chief Executive Officer                      Senior Vice President
    US Dataworks, Inc.                           CheckFree Software

Date:   8/14/01                              Date:   8/14/01
----------------------------------------           -----------------------------



                                       3
<PAGE>

                                  APPENDIX B

The terms and conditions of this Appendix B are governed in all respects by the
Master Software License Agreement, dated July 1, 2001, by and between US
Dataworks, Inc. and CheckFree Services Corporation.

Per Section 5.7.2 of that Master Software License Agreement dated, this is the
amount of maintenance and license fees due and payable by licensee to Licensor
in accordance with that Section 5.7.2.
<TABLE>
<CAPTION>

        CUSTOMER           ACTUAL LICENSE FEE       DATE OF          ANNUAL        AMOUNT DUE FROM
                                                   ORIGINAL       MAINTENANCE        LICENSEE TO
                                                    LICENSE       PAID THROUGH        LICENSOR
-------------------------- -------------------- ---------------- --------------- --------------------
<S>                        <C>                  <C>              <C>             <C>
Allstate FSB               $75,000              3/31/99          6/30/02         $24,150
-------------------------- -------------------- ---------------- --------------- --------------------
Fleet Bank                 $75,000              6/30/99          9/30/02         $26,850
-------------------------- -------------------- ---------------- --------------- --------------------
US Bank                    $75,000              8/31/00          3/31/02         $17,100
-------------------------- -------------------- ---------------- --------------- --------------------
AM south                   $75,000              8/31/00          3/31/02         $17,100
-------------------------- -------------------- ---------------- --------------- --------------------
First Tennessee            $25,000              12/31/00         3/31/02         $4,500
-------------------------- -------------------- ---------------- --------------- --------------------
Citibank                   $225,000             3/31/01          6/30/02         $43,000 (includes
                                                                                 $2,500 in license
                                                                                 fees)
-------------------------- -------------------- ---------------- --------------- --------------------
Central Bank               $125,000             3/31/01          6/30/02         $22,500
-------------------------- -------------------- ---------------- --------------- --------------------
                                                                          Total  $155,200
-------------------------- ----------------------------------------------------- --------------------
                                              Less payments previously received  ($5100)
-------------------------- ----------------------------------------------------- --------------------
                                        GRAND TOTAL DUE BY LICENSEE TO LICENSOR  $150,000
-------------------------- ----------------------------------------------------- --------------------
</TABLE>



US Dataworks, Inc.                           CheckFree Services Corporation



By: /s/ John O. Cooper                       By: /s/ Denny Oswalt
    -----------------------------------          -------------------------------
    John O. Cooper                               Denny Oswalt
    Chief Executive Officer                      Senior Vice President
    US Dataworks, Inc.                           CheckFree Software

Date:   8/14/01                              Date:   8/14/01
      ---------------------------------          -------------------------------




                                       4