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                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2003 between
Icon Investors Ltd. ("PURCHASER") and US Dataworks, Inc. (the "COMPANY").

         WHEREAS, simultaneously with the execution and delivery of this
Agreement, pursuant to a Common Stock Purchase Agreement dated the date hereof
(the "PURCHASE AGREEMENT") the Purchaser has committed to purchase up to
$4,000,000 of the Company's Common Stock (TERMS NOT DEFINED HEREIN SHALL HAVE
THE MEANINGS ASCRIBED TO THEM IN THE PURCHASE AGREEMENT); and

         WHEREAS, the Company desires to grant to the Purchaser the registration
rights set forth herein with respect to the Draw Down Shares (the "SECURITIES").

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         Section 1. REGISTRABLE SECURITIES. As used herein the term "REGISTRABLE
SECURITY" means the Securities; PROVIDED, HOWEVER, that any shares of Common
Stock which are Registrable Securities shall cease to be Registrable Securities
(i) when sold pursuant to the Registration Statement, (ii) when they may be sold
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act ("RULE 144"), (iii) upon any sale in any manner to a person or
entity which is not entitled pursuant to Section 9 to rights under this
Agreement, or (iv) such time as, in the opinion of counsel to the Company, such
Securities may be sold without any time, volume or manner limitations pursuant
to Rule 144(k) (or any similar provision then in effect) under the Securities
Act. In the event of any merger, reorganization, consolidation, recapitalization
or other change in corporate structure affecting the Common Stock, such
adjustment shall be deemed to be made in the definition of "Registrable
Security" as is appropriate in order to prevent any dilution or enlargement of
the rights granted pursuant to this Agreement.

         Section 2. RESTRICTIONS ON TRANSFER. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Securities as provided herein, the Securities are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Securities may be made by Purchaser in the
absence of (i) an opinion of counsel to the Purchaser, in form and substance
reasonably satisfactory to the Company, that such transfer may be made without
registration under the Securities Act or (ii) such registration.

         With a view to making available to the Purchaser the benefits of Rule
144, the Company agrees:

                  (a) to comply with the provisions of paragraph (c)(1) of Rule
         144; and

                  (b) to use its best effort to file with the Securities and
         Exchange Commission (the "COMMISSION") in a timely manner all reports
         and other documents required to be filed by the Company pursuant to



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         Section 13 or 15(d) under the Exchange Act; and furnish the Purchaser
         with such other reports and documents of the Company as the Purchaser
         may reasonably request to avail itself of any similar rule or
         regulation of the Commission allowing it to sell any such securities
         without registration.

         Section 3. REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.

                  (a) The Company agrees that it will prepare and file with the
         Commission, within 45 days after the date hereof, a registration
         statement (on Form S-3, or other appropriate form of registration
         statement) under the Securities Act (the "REGISTRATION STATEMENT"), at
         the sole expense of the Company (except as provided in Section 3(c)
         hereof), in respect of Purchaser, so as to permit a resale of the
         Securities under the Securities Act by Purchaser. The Company shall use
         its commercially reasonable efforts to cause the Registration Statement
         to become effective within 90 days of the date hereof or five (5) days
         of clearance by the Commission and will within said five (5) days
         request acceleration of effectiveness of the Registration Statement by
         the Commission. The Company will notify Purchaser of the effectiveness
         of the Registration Statement within one Trading Day of such event.

                  (b) The Company will maintain the Registration Statement or
         post-effective amendment filed under this Section 3 hereof effective
         under the Securities Act until the earliest of (i) the date that all
         the Registrable Securities have been disposed of pursuant to the
         Registration Statement, (ii) 360 days from the last date Registrable
         Securities are issued, (iii) the date that all of the Securities may be
         sold under the provisions of Rule 144, (iv) the date all Securities
         have been otherwise transferred to persons who may trade such shares
         without restriction under the Securities Act, and the Company has
         delivered a new certificate or other evidence of ownership for such
         Securities not bearing a restrictive legend, or (v) the date all
         Securities may be sold without any time, volume or manner limitations
         pursuant to Rule 144(k) or any similar provision then in effect under
         the Securities Act (the "EFFECTIVENESS PERIOD").

                  (c) All fees, disbursements and out-of-pocket expenses and
         costs incurred by the Company in connection with the preparation and
         filing of the Registration Statement under subparagraph 3(a) and in
         complying with applicable securities and Blue Sky laws (including,
         without limitation, all attorneys' fees of the Company) shall be borne
         by the Company. The Purchaser shall bear the cost of underwriting
         and/or brokerage discounts, fees and commissions, if any, applicable to
         the Securities being registered and the fees and expenses of its
         counsel. The Purchaser and its counsel shall have a reasonable period,
         not to exceed three (3) Trading Days, to review the proposed
         Registration Statement or any amendment thereto, prior to filing with
         the Commission, and the Company shall provide the Purchaser with copies
         of any comment letters received from the Commission with respect
         thereto within two (2) Trading Days of receipt thereof. The Company
         shall make reasonably available for inspection by Purchaser, any
         underwriter participating in any disposition pursuant to the
         Registration Statement, and any attorney, accountant or other agent
         retained by the Purchaser or any such underwriter all relevant


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         financial and other records, pertinent corporate documents and
         properties of the Company and its subsidiaries, and cause the Company's
         officers, directors and employees to supply all information reasonably
         requested by the Purchaser or any such underwriter, attorney,
         accountant or agent in connection with the Registration Statement;
         PROVIDED, HOWEVER, that all records, information and documents that are
         designated in writing by the Company as confidential, proprietary or
         containing any material non-public information shall be kept
         confidential by the Purchaser and any such underwriter, attorney,
         accountant or agent (pursuant to an appropriate confidentiality
         agreement in the case of the Purchaser, underwriter, attorney,
         accountant or agent), unless such disclosure is made pursuant to
         judicial process in a court proceeding (after first giving the Company
         an opportunity promptly to seek a protective order or otherwise limit
         the scope of the information sought to be disclosed) or is required by
         law, or such records, information or documents become available to the
         public through a third party not in violation of an accompanying
         obligation of confidentiality; and PROVIDED FURTHER that, if the
         foregoing inspection and information gathering would otherwise disrupt
         the Company's conduct of its business, such inspection and information
         gathering shall, to the maximum extent possible, be coordinated on
         behalf of the Purchaser and the other parties entitled thereto by one
         firm of counsel designed by and on behalf of the majority in interest
         of Purchaser and other parties. The Company at its expense will supply
         the Purchaser with such reasonable number of copies of the Registration
         Statement and the final prospectus included therein (the "Prospectus")
         and other related documents as the Purchaser may request in order to
         facilitate the public sale or other disposition of the Registrable
         Securities.

                  (d) The Company shall not be required by this Section 3 to
         include the Purchaser's Securities in any Registration Statement which
         is to be filed if, in the opinion of counsel for both the Purchaser and
         the Company (or, should they not agree, in the opinion of another
         counsel experienced in securities law matters acceptable to counsel for
         the Purchaser and the Company) the proposed offering or other transfer
         as to which such registration is requested is exempt from applicable
         federal and state securities laws and would result in all purchasers or
         transferees obtaining securities which are not "restricted securities",
         as defined in Rule 144 under the Securities Act.

                  If at any time or from time to time after the effective date
         of the Registration Statement, the Company notifies the Purchaser in
         writing of the existence of a Potential Material Event (as defined in
         Section 3(e) below), the Purchaser shall not offer or sell any
         Securities or engage in any other transaction involving or relating to
         Securities, from the time of the giving of notice with respect to a
         Potential Material Event until the Purchaser has received copies of a
         supplemented or amended Prospectus or until the Purchaser is advised in
         writing by the Company that the then current Prospectus may be used and
         has received copies of any additional or supplemental filings that are
         incorporated or deemed incorporated by reference in such Prospectus
         (the "SUSPENSION PERIOD"); PROVIDED, HOWEVER, that, if a Suspension
         Period occurs during any periods commencing on a Trading Day a Draw
         Down Notice is deemed delivered and ending ten (10) Trading Days
         following the end of the corresponding Draw Down Pricing Period, then


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         the Company must compensate the Purchaser for any net decline in the
         market value of any Securities committed to be purchased by the
         Purchaser through the end of such Suspension Period. Net decline shall
         be calculated as the difference between the highest VWAP during the
         applicable Suspension Period and the VWAP on the Trading Day
         immediately following a properly delivered notice to the Purchaser that
         such Suspension Period has ended. The Company must give Purchaser
         notice in writing promptly upon knowledge that a Suspension Period may
         occur without indicating the nature of such Suspension Period.

                  (e) "POTENTIAL MATERIAL EVENT" means any of the following: (i)
         the possession by the Company of material information that is not ripe
         for disclosure in a registration statement, as determined in good faith
         by the Chief Executive Officer or the Board of Directors of the Company
         or that disclosure of such information in the Registration Statement
         would be detrimental to the business or affairs of the Company; or (ii)
         any material engagement, development or activity by the Company which
         would, in the good faith determination of the Chief Executive Officer
         or the Board of Directors of the Company, be adversely affected by
         disclosure in a registration statement at such time, which
         determination shall be accompanied by a good faith determination by the
         Chief Executive Officer or the Board of Directors of the Company that
         the Registration Statement would be materially misleading absent the
         inclusion of such information; or (iii) pursuant to applicable law, a
         fundamental change that requires the Company to file a post-effective
         amendment to the Registration Statement, change the plan of
         distribution to the Prospectus, or must update the information included
         in the Prospectus pursuant to Section 10(a)(3) of the Securities Act.

                  (f) If the Company has delivered a Prospectus to the Purchaser
         and after having done so the Prospectus is amended to comply with the
         requirements of the Securities Act, the Company shall promptly notify
         the Purchaser and, if requested, the Purchaser shall immediately cease
         making offers of Registrable Securities. The Company shall promptly
         provide the Purchaser with revised Prospectuses and, following receipt
         of the revised Prospectuses, the Purchaser shall be free to resume
         making offers of the Registrable Securities.

         Section 4. COOPERATION WITH COMPANY. The Purchaser will cooperate with
the Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Purchaser and proposed manner of sale of
the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. The
Purchaser shall consent to be named as an underwriter in the Registration
Statement. Purchaser acknowledges that in accordance with current Commission
policy, the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.

         Section 5. REGISTRATION PROCEDURES. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

                  (a) As expeditiously as possible prepare and file with the
         Commission such amendments and supplements to the Registration
         Statement and the Prospectus as may be necessary to keep such
         Registration Statement effective until the end of the Effectiveness
         Period and to comply with the provisions of the Securities Act with
         respect to the sale or other disposition of all securities covered by
         the Registration Statement (including prospectus supplements with
         respect to the sales of securities from time to time in connection with
         a registration statement pursuant to Rule 415 promulgated under the
         Securities Act);

                  (b) prior to the filing with the Commission of any
         Registration Statement (including any amendments thereto) and the
         distribution or delivery of the Prospectus (including any supplements
         thereto), (i) provide draft copies thereof to the Purchaser and reflect
         in such documents all such comments as the Purchaser (and its counsel)
         reasonably may propose and (ii) furnish to the Purchaser such numbers
         of copies of the Prospectus including a preliminary prospectus or any
         amendment or supplement to the Prospectus, as applicable, in conformity
         with the requirements of the Securities Act, and such other documents,
         as the Purchaser may reasonably request in order to facilitate the
         public sale or other disposition of the Registrable Securities;

                  (c) as expeditiously as possible use its best efforts to
         register or qualify the Registrable Securities covered by the
         Registration Statement under the applicable blue sky laws as requested
         by the Purchaser (subject to the limitations set forth in Section 3(c)
         above), and do any and all other acts and things which may be
         reasonably necessary or advisable to enable the Purchaser to consummate
         the public sale or other disposition in such jurisdiction of the
         Registrable Securities, except that the Company shall not for any such
         purpose be required to qualify to do business as a foreign corporation
         in any jurisdiction wherein it is not so qualified or to execute any
         general consent to service of process;

                  (d) list such Registrable Securities on the Principal Market,
         and any other exchange on which the Common Stock of the Company is then
         listed, if the listing of such Registrable Securities is then permitted
         under the rules of such exchange or the Principal Market;

                  (e) notify the Purchaser at any time when the Prospectus is
         required to be delivered under the Securities Act, of the happening of
         any event of which it has knowledge as a result of which the
         Prospectus, as then in effect, includes an untrue statement of a
         material fact or omits to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         the light of the circumstances then existing, and the Company shall
         prepare and file a curative amendment or curative supplement under
         Section 5(a) as quickly as commercially possible and the period
         beginning on the date of notice until the curative amendment is
         effective or curative supplement is provided to the Purchaser shall be
         deemed a Suspension Period and the Company shall compensate the
         Purchaser as set forth in Section 3(d) herein;

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                  (f) as promptly as practicable after becoming aware of such
         event, notify the Purchaser (or, in the event of an underwritten
         offering, the managing underwriters) of the issuance by the Commission
         or any state authority of any stop order or other suspension of the
         effectiveness of the Registration Statement and use commercially
         reasonable efforts to effect the withdrawal, rescission or removal of
         such stop order or other suspension; and

                  (g) maintain a transfer agent for its Common Stock.

         Section 6. INDEMNIFICATION.

                  (a) The Company agrees to indemnify and hold harmless the
         Purchaser and each person, if any, who controls the Purchaser within
         the meaning of the Securities Act ("DISTRIBUTING PURCHASER") against
         any losses, claims, damages or liabilities, joint or several (which
         shall, for all purposes of this Agreement, include, but not be limited
         to, all reasonable costs of defense and investigation and all
         reasonable attorneys' fees incurred by the Distributing Purchaser), to
         which the Distributing Purchaser may become subject, under the
         Securities Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) (i) arise out of or are
         based upon any untrue statement or alleged untrue statement of any
         material fact contained in the Registration Statement, or any related
         preliminary prospectus, the Prospectus or amendment or supplement to
         such Registration Statement, or (ii) arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; PROVIDED, HOWEVER, that the Company will not be liable in
         any such case to the extent that any such loss, claim, damage or
         liability arises out of or is based upon an untrue statement or alleged
         untrue statement or omission or alleged omission made in the
         Registration Statement, preliminary prospectus, the Prospectus or
         amendment or supplement to the Registration Statement in reliance upon,
         and in conformity with, written information furnished to the Company by
         the Distributing Purchaser specifically for use in the preparation
         thereof. This Section 6(a) shall not inure to the benefit of any
         Distributing Purchaser with respect to any person asserting such loss,
         claim, damage or liability who purchased the Registrable Securities
         which are the subject thereof if the Distributing Purchaser failed to
         send or give (in violation of the Securities Act or the rules and
         regulations promulgated thereunder) a copy of the Prospectus to such
         person at or prior to the written confirmation to such person of the
         sale of such Registrable Securities, where the Distributing Purchaser
         was obligated to do so under the Securities Act or the rules and
         regulations promulgated thereunder. This indemnity agreement will be in
         addition to any liability which the Company may otherwise have.

                  (b) The Purchaser agrees that it will indemnify and hold
         harmless the Company, and each officer, director of the Company or
         person, if any, who controls the Company within the meaning of the
         Securities Act, against any losses, claims, damages or liabilities


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         (which shall, for all purposes of this Agreement, include, but not be
         limited to, all reasonable costs of defense and investigation and all
         reasonable attorneys' fees incurred by the Purchaser) to which the
         Company or any such officer, director or controlling person may become
         subject under the Securities Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of any material fact contained in the Registration Statement,
         or any related preliminary prospectus, the Prospectus or amendment or
         supplement to the Registration Statement, or arise out of or are based
         upon the omission or the alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, but in each case only to the extent that such
         untrue statement or alleged untrue statement or omission or alleged
         omission was made in the Registration Statement, preliminary
         prospectus, the Prospectus or amendment or supplement thereto in
         reliance upon, and in conformity with, written information furnished to
         the Company by such Purchaser specifically for use in the preparation
         thereof. This indemnity agreement will be in addition to any liability
         which the Purchaser may otherwise have. Notwithstanding anything to the
         contrary herein, the Purchaser shall not be liable under this Section
         6(b) for any amount in excess of the net proceeds to such Purchaser as
         a result of the sale of Registrable Securities pursuant to the
         Registration Statement.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of the commencement of any action as to which
         indemnity may be sought under this Section 6, notify the indemnifying
         party of the commencement thereof and shall permit the indemnifying
         party to assume the defense of any claim or any litigation resulting
         therefrom; provided, that counsel for the indemnifying party, who shall
         conduct the defense of such claim or litigation, shall be approved by
         the indemnified party (whose approval shall not be unreasonably
         withheld, conditioned or delayed); but the failure to notify the
         indemnifying party will not relieve the indemnifying party from any
         obligations which it may have to any indemnified party except to the
         extent of actual prejudice demonstrated by the indemnifying party.
         After notice from the indemnifying party to such indemnified party of
         its election so to assume the defense thereof, the indemnifying party
         will not be liable to such indemnified party under this Section 6 for
         any legal or other expenses subsequently incurred by such indemnified
         party in connection with the defense thereof other than reasonable
         costs of investigation, unless the indemnifying party shall not pursue
         the action to its final conclusion. The indemnified party shall have
         the right, at such party's own expense, to employ separate counsel in
         any such action and to participate in the defense thereof; provided
         that the indemnifying party shall pay such expense if: (i) the
         employment of such counsel has been specifically authorized in writing
         by the indemnifying party, or (ii) the named parties to any such action
         (including any impleaded parties) include both the indemnified party
         and the indemnifying party and the indemnified party reasonably
         concludes that representation of such indemnified party by the counsel
         retained by the indemnifying party would be inappropriate due to actual
         or potential differing interests between the indemnified party and any
         other party represented by such counsel in such proceeding; provided
         further that in no event shall the indemnifying party be required to
         pay the expenses of more than one law firm per jurisdiction as counsel


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         for the indemnified party. No indemnifying party, in the defense of any
         such claim or litigation shall, except with the consent of each
         indemnified party, consent to entry of any judgment or enter into any
         settlement which does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such indemnified party of a
         release from all liability in respect of such claim or litigation, and
         no indemnified party shall consent to entry of any judgment or settle
         such claim or litigation without the prior written consent of the
         indemnifying party, which consent shall not be unreasonably withheld,
         conditioned or delayed.

                  (d) If the indemnifying party does not assume the defense of
         any claim or litigation pursuant to this Section 6, all reasonable
         costs of defense and investigation in a manner not inconsistent with
         this Section and all reasonable attorneys' fees incurred by the
         indemnified party in connection with a claim or litigation covered by
         this Section 6 shall be paid to the indemnified party, as incurred,
         within ten (10) Trading Days of written notice thereof to the
         indemnifying party; provided, that the indemnifying party may require
         such indemnified party to undertake to reimburse all such fees and
         expenses to the extent it is finally judicially determined that such
         indemnified party is not entitled to indemnification hereunder.

         Section 7. CONTRIBUTION.

                  (a) In order to provide for just and equitable contribution
         under the Securities Act in any case in which (i) the indemnified party
         makes a claim for indemnification pursuant to Section 6 hereof but is
         judicially determined (by the entry of a final judgment or decree by a
         court of competent jurisdiction and the expiration of time to appeal or
         the denial of the last right of appeal) that such indemnification may
         not be enforced in such case notwithstanding the fact that the express
         provisions of Section 6 hereof provide for indemnification in such
         case, or (ii) contribution under the Securities Act may be required on
         the part of any indemnified party, then the Company and the Purchaser
         shall contribute to the aggregate losses, claims, damages or
         liabilities to which they may be subject (which shall, for all purposes
         of this Agreement, include, but not be limited to, all reasonable costs
         of defense and investigation and all reasonable attorneys' fees), in
         either such case (after contribution from others) on the basis of
         relative fault as well as any other relevant equitable considerations.
         The relative fault shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the Company on the one hand or the
         applicable Distributing Purchaser on the other hand, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The Company and the
         Purchaser agree that it would not be just and equitable if contribution
         pursuant to this Section 7 were determined by pro rata allocation or by
         any other method of allocation which does not take account of the
         equitable considerations referred to in this Section 7. The amount paid
         or payable by an indemnified party as a result of the losses, claims,
         damages or liabilities (or actions in respect thereof) referred to
         above in this Section 7 shall be deemed to include any legal or other
         expenses reasonably incurred by such indemnified party in connection
         with investigating or defending any such action or claim. No person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Securities Act) shall be entitled to contribution from any


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         person who was not guilty of such fraudulent misrepresentation. Any
         party entitled to contribution will, promptly after receipt of notice
         of commencement of any action, suit or proceeding against such party in
         respect of which a claim for contribution may be made against another
         party or parties under this Section 7, notify such party or parties
         from whom contribution may be sought, but the omission so to notify
         such party or parties from whom contribution may be sought shall not
         relieve such party from any other obligation it or they may have
         thereunder or otherwise under this Section 7. No party shall be liable
         for contribution with respect to any action, suit, proceeding or claim
         settled without its prior written consent, which consent shall not be
         unreasonably withheld, conditioned or delayed.

                  (b) Notwithstanding any other provision of this Section 7, in
         no event shall any (i) Purchaser be required to undertake liability to
         any person under this Section 7 for any amounts in excess of the dollar
         amount of the gross proceeds to be received by the Purchaser from the
         sale of the Purchaser's Registrable Securities pursuant to any
         Registration Statement under which such Registrable Securities are to
         be registered under the Securities Act and (ii) underwriter be required
         to undertake liability to any person hereunder for any amounts in
         excess of the aggregate discount, commission or other compensation
         payable to such underwriter with respect to the Registrable Securities
         underwritten by it and distributed pursuant to the Registration
         Statement.

         Section 8. NOTICES. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be delivered as set forth
in the Purchase Agreement.

         Section 9. ASSIGNMENT. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement
other than through open-market sales, and (b) upon the prior written consent of
the Company, which consent shall not be unreasonably withheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity (including any affiliate of the Purchaser) who agrees to be
bound hereby.

         Section 10. COUNTERPARTS/FACSIMILE. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.

         Section 11. REMEDIES AND SEVERABILITY. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a


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court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of those that may be hereafter declared
invalid, illegal, void or unenforceable.

         Section 12. CONFLICTING AGREEMENTS. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Purchasers in this Agreement or otherwise prevents the
Company from complying with all of its obligations hereunder.

         Section 13. HEADINGS. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

         Section 14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. The Company and the Purchaser
agree to submit themselves to the IN PERSONAM jurisdiction of the state and
federal courts situated within the Southern District of the State of New York
with regard to any controversy arising out of or relating to this Agreement. The
prevailing party shall be awarded its costs, including attorneys' fees, from the
non-prevailing party. Any party shall have the right to seek injunctive relief
from any court of competent jurisdiction in any case where such relief is
available. The prevailing party in such injunctive action shall be awarded its
costs, including attorneys' fees, from the non-prevailing party.

                           ***************************



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                 [REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

                  IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed as of the date set forth
above.

                                              US DATAWORKS, INC.



                                              By: /S/ JOHN S. REILAND
                                                  --------------------------
                                                  Name: John S. Reiland
                                                  Title: CFO


                      [PURCHASER'S SIGNATURE PAGE FOLLOWS]



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                       [PURCHASER'S SIGNATURE PAGE TO RRA]

                                            ICON INVESTORS LTD.


                                            By: /S/ PIERCE LOUGHRAN
                                                --------------------------------
                                                Name: PIERCE LOUGHRAN
                                                Title: Authorized Signatory of
                                                       COFIDES S.A., DIRECTOR of
                                                       ICON INVESTORS LTD.





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