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                                                                    EXHIBIT 10.2

                               US DATAWORKS, INC.
                        INCENTIVE STOCK OPTION AGREEMENT
                                       FOR
                         ___________________ (OPTIONEE)

                                    AGREEMENT

         1. GRANT OF OPTION. US Dataworks, Inc. (the "Company"), hereby grants,
as of _________ (Date of Grant), to ___________________ (the "Optionee") an
option (the "Option") to purchase up to _______ shares of the Company's Common
Stock, $0.0001 par value per share (the "Shares"), at an exercise price per
share equal to $_________. The Option shall be subject to the terms and
conditions set forth herein. The Option was issued pursuant to the Company's
2000 Stock Option Plan (the "Plan"). The Option is an Incentive Stock Option,
and not a Nonstatutory Stock Option. The Optionee hereby acknowledges receipt of
a copy of the Plan and agrees to be bound by all of the terms and conditions
hereof and thereof and all applicable laws and regulations.

         2. DEFINITIONS. Unless otherwise provided herein, terms used herein
that are defined in the Plan and not defined herein shall have the meanings
attributed thereto in the Plan.

         3. EXERCISE SCHEDULE. Except as otherwise provided in Sections 6 or 9
of this Agreement, or in the Plan, the Option is exercisable in installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a percentage of Shares as provided below, the
Option may thereafter be exercised by the Optionee, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Optionee shall be entitled to exercise the Option with respect to the
percentage of Shares granted as indicated beside the date, provided that the
Optionee has continued as a Service Provider through and including the
applicable Vesting Date:

               NUMBER OF SHARES                        VESTING DATE
               ----------------                        ------------


         Except as otherwise specifically provided herein, there shall be no
proportionate or partial vesting in the periods prior to each Vesting Date, and
all vesting shall occur only on the appropriate Vesting Date. Upon an Optionee's
termination of Service, any unvested portion of the Option shall terminate and
be null and void.

         4. METHOD OF EXERCISE. The vested portion of this Option shall be
exercisable in whole or in part in accordance with the exercise schedule set
forth in Section 3 hereof by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The written notice shall be accompanied by payment
of the exercise price. This Option shall be deemed to be exercised after both


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(a) receipt by the Company of such written notice accompanied by the exercise
price and (b) arrangements that are satisfactory to the Committee in its sole
discretion have been made for Optionee's payment to the Company of the amount,
if any, that is necessary to be withheld in accordance with applicable Federal
or state withholding requirements. No Shares will be issued pursuant to the
Option unless and until such issuance and such exercise shall comply with all
relevant provisions of applicable law, including the requirements of any stock
exchange upon which the Shares then may be traded.

         5. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee: (a)
cash; (b) check; (c) other Shares which (x) in the case of Shares acquired upon
exercise of an Option have been owned by the Optionee for more than six (6)
months on the date of surrender (or such other Shares as the Company determines
will not cause the Company to recognize for financial accounting purposes a
charge for compensation expense), and (y) have a Fair Market Value (as defined
in the Plan) on the date of surrender equal to the aggregate exercise price of
the Shares to which such Option shall be exercised; (d) if the Shares are
publicly traded, a broker-assisted cashless exercise through a brokerage firm
approved by the Company; or (e) such other consideration or in such other manner
as may be determined by the Board or the Committee in its absolute discretion. A
form of payment will not be available if the Board or Committee determines, in
its sole discretion, that such form of payment could violate any law or
regulation.

         6. TERMINATION OF OPTION.

                  (a) Any unexercised portion of the Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of:

                           (i) three months after the date on which the Optionee
ceases to be a Service Provider for any reason other than by reason of (A)
Cause, which, solely for purposes of this Agreement, shall mean the termination
of the Optionee's Service by reason of the Optionee's willful misconduct or
gross negligence, (B) the Disability of the Optionee as determined by a medical
doctor satisfactory to the Committee or the Board, or (C) the death of the
Optionee;

                           (ii) immediately upon the date of the termination of
the Optionee's Service for Cause;

                           (iii) twelve months after the date on which the
Optionee's Service is terminated by reason of Disability as determined by a
medical doctor satisfactory to the Committee or the Board (or if later, three
months after the date on which the Optionee dies if such death shall occur
during such twelve-month period);

                           (iv) twelve months after the date of termination of
the Optionee's Service by reason of the death of the Optionee; or

                           (v) the tenth anniversary of the date as of which the
Option is granted.

                  (b) To the extent not previously exercised, (i) the Option
shall terminate immediately in the event of (1) the liquidation or dissolution
of the Company, or (2) any merger or asset sale or other form of corporate
transaction in which the Company does not survive (as described in Section 11(c)
of the Plan), unless the successor corporation, or a parent or subsidiary of

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such successor corporation, assumes the Option or substitutes an equivalent
option or right pursuant to Section 11(c) of the Plan, and (ii) the Committee or
the Board in its sole discretion may by written notice ("cancellation notice")
cancel, effective upon the consummation of any merger or asset sale or other
form of corporate transaction in which the Company does survive (as described in
Section 11(c) of the Plan), the Option (or portion thereof) that remains
unexercised on such date. The Committee or the Board shall give written notice
of any proposed transaction referred to in this Section 6(b) a reasonable period
of time as shall be determined by the Administrator prior to the closing date
for such transaction (which notice may be given either before or after approval
of such transaction), in order that Optionee may have a reasonable period of
time as shall be determined by the Administrator within which to exercise the
Option if and to the extent that it then is exercisable (including any portion
of the Option that may become exercisable upon the closing date of such
transaction). The Optionee may condition his exercise of the Option upon the
consummation of a transaction referred to in this Section 6(b).

         7. TRANSFERABILITY. The Option is not transferable otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
Optionee the Option shall be exercisable only by the Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

         8. NO RIGHTS OF STOCKHOLDERS. Neither the Optionee nor any personal
representative (or beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to any shares of Stock
purchasable or issuable upon the exercise of the Option, in whole or in part,
prior to the date of exercise of the Option.

         9. ACCELERATION OF EXERCISABILITY OF OPTION. This Option shall become
immediately and fully exercisable in the event that (a) the Option is terminated
pursuant to Section 6(b)(i) hereof, (b) the Committee or the Board exercises its
discretion to provide a cancellation notice with respect to the Option pursuant
to Section 6(b)(ii) hereof, or (c) there is a Change in Control.

         10. NO RIGHT TO CONTINUED SERVICE. Neither the Option nor this
Agreement shall confer upon the Optionee any right to continued employment or
service with the Company.

         11. LAW GOVERNING. This Agreement shall be governed in accordance with
and governed by the internal laws of the State of Nevada.

         12. INCENTIVE STOCK OPTION TREATMENT. The terms of this Option shall be
interpreted in a manner consistent with the intent of the Company and the
Optionee that the Option qualify as an Incentive Stock Option under Section 422
of the Code.

         13. INTERPRETATION / PROVISIONS OF PLAN CONTROL. This Agreement is
subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan adopted by the Committee or
the Board as may be in effect from time to time. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions
of the Plan, the Plan shall control, and this Agreement shall be deemed to be
modified accordingly. The Optionee accepts the Option subject to all the terms
and provisions of the Plan and this Agreement. The undersigned Optionee hereby
accepts as binding, conclusive and final all decisions or interpretations of the
Committee or the Board upon any questions arising under the Plan and this
Agreement.

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         14. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Secretary at US Dataworks, Inc.,
5301 Hollister Road, Suite 250, Houston TX 77040, or if the Company should move
its principal office, to such principal office, and, in the case of the
Optionee, to the Optionee's last permanent address as shown on the Company's
records, subject to the right of either party to designate some other address at
any time hereafter in a notice satisfying the requirements of this Section.

         15. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                  (a) EXERCISE OF OPTION. There will be no regular federal
income tax liability upon the exercise of the Option, although the excess, if
any, of the fair market value of the Shares on the date of exercise over the
exercise price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject the Optionee to the alternative minimum
tax in the year of exercise.

                  (b) DISPOSITION OF SHARES. If Shares transferred pursuant to
the Option are held for at least one year after exercise and at least two years
after the Date of Grant, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. If Shares
purchased under an Option are disposed of within such one-year period or within
two years after the Date of Grant, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the exercise price and the lesser of (1) the fair
market value of the Shares on the date of exercise, or (2) the sale price of the
Shares.

                  (c) NOTICE OF DISQUALIFYING DISPOSITION OF OPTION SHARES. If
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
the Option on or before the later of (1) the date two years after the date of
grant, and (2) the date one year after the date of exercise, the Optionee shall
immediately notify the Company in writing of such disposition.


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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the ___________ day of ________________, 2003.

                                           COMPANY:

                                           US DATAWORKS, INC.


                                           By:
                                               ---------------------------
                                               Chuck Ramey
                                               Chief Executive Officer


         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option, and fully
understands all provisions of the Option.



Dated: ______________________              OPTIONEE:


                                           By: ____________________________
                                               (signature)
                                               ____________________________
                                               (print name)




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