Albeck
Financial Services

    11767
Katy Freeway #985

    Houston,
Texas 77079

    


     

    August 7,
2009

    


    Mr.
Charles Ramey

    Chief
Executive Officer

    US
Dataworks, Inc.

    One Sugar
Creek Center Blvd., Fifth Floor

    Sugar
Land, TX 77478

    


    
      	
              Re:

            	
              Engagement
      of Albeck Financial Services, Inc. and Randall J. Frapart for Chief
      Financial Officer Services

            


    

    


    Dear Mr.
Ramey:

    


    Thank you
for selecting Albeck Financial Services, Inc. (“Albeck”) and Randall J. Frapart
(“Mr. Frapart”) to provide Chief Financial Officer services to US Dataworks,
Inc. (the “Company”).  This letter agreement (this “Agreement”) states
the terms and conditions pursuant to which Albeck and Mr. Frapart will provide
such services to the Company.

     

    1. Scope of the
Engagement.  Albeck and Mr. Frapart will provide the personal
services of Mr. Frapart in the role of the Chief Financial Officer (the “CFO”)
of the Company.  In this capacity, Mr. Frapart will report to the
Chief Executive Officer (the “CEO”) of the Company (and, from time to time, to
the Company’s Board of Directors (the “Board”) and its committees), and, as
directed by the CEO (and, from time to time, the Board and its committees), will
perform those services typically performed by the CFO of a public company,
including overseeing and directing the financial affairs of the Company,
consistent with applicable corporate governance, legal and regulatory
frameworks.  These areas of responsibility include but are not limited
to (i) the Company’s accounting practices, (ii) the preparation of reports of
financial information, (iii) the public disclosure of financial information
(including the filing of required reports with the Securities and Exchange
Commission (the “SEC”) and the certifications thereof), (iv) investor relations,
(v) the direction of tax, budget, audit (internal and external) and cash
management functions, (vi) liaison with and support of the Board’s Audit
Committee, (vii) the financial planning, analysis and support of corporate
strategic initiatives, and (viii) counsel and communication to, and cooperation
with, other corporate executives, the Board, investors, bankers, customers,
employees and contractors as directed from time to time by the Chief Executive
Officer (and, from time to time, the Board and its committees).

     

    2. Term.  The term
of the engagement will be for a period of one year, beginning on July 15, 2009
(the “Effective Date”), notwithstanding the fact that this Agreement is being
executed and delivered on a later date.  The term will automatically
renew for successive one-year periods unless notice of non-renewal is given by
either party in writing sixty days or more before the anniversary of the
Effective Date.  The term is subject to earlier termination as stated
in Sections 13 and 14 hereof.

     

    3. Level of
Effort.  Mr. Frapart shall devote his full time, energies,
interest, abilities, and productive efforts to the business of the Company. Mr.
Frapart will perform his duties as the Company’s CFO in accordance with the
reasonable standards expected of a CFO of a public company.  Except as
may be approved by the Board in writing, Mr. Frapart shall not engage in any
activity which conflicts or interferes with his performance of his duties
hereunder. Notwithstanding the provisions of this Section 3, Mr. Frapart may,
with the prior written consent of the Board, engage in civic, charitable, or
educational activities; furthermore, he may serve as an officer of Albeck;
provided that such service and activities do not, individually or in the
aggregate, interfere with the performance of his duties under this Agreement;
provided, however, that this level of effort shall be subject to paid holidays
and paid time off applicable to Mr. Frapart’s services in a manner consistent
with the Company’s policies applicable to other senior executives, and in no
event less than twenty (20) days of paid time off per engagement
year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Mr.
Charles Ramey, CEO

      US
Dataworks, Inc.

      August 7,
2009

      Page
2

    

     

    4. Fees, Expenses, Billing, and
Payment.  The billing rate for Mr. Frapart’s CFO services under
this Agreement shall be U.S. $180,000.00 annually, payable in 24 semi-monthly
installments of $7,500.00 per installment in advance of each installment
period.  The billing rate does not include reasonable out-of-pocket
costs incurred by Mr. Frapart on the Company’s behalf or in furtherance of the
Company business.  These reasonable out-of-pocket costs incurred will
be added, under subsequent Albeck invoices, to the service amounts billed, and
will be reimbursed by the Company on delivery of the applicable invoice to
Company.

    


    Payment
is due promptly upon issuance of each invoice.  If payment of fees or
costs become past due, Mr. Frapart and Albeck may suspend providing CFO services
or may withdraw from the engagement.  An interest charge of one and
one-half percent (1.5%) per month may be imposed on past due amounts (excluding
interest charges themselves) starting fifteen (15) days after the date the
Company receives the applicable invoice.

    


    5. Stock Option
Grant.  Pursuant to the terms that have been authorized by
Board (or the Compensation Committee of the Board), effective as of the date
hereof, Mr. Frapart will be granted a non-qualified stock option (the “Stock
Option”) to purchase 400,000 shares of Company’s common stock at an exercise
price equal to the fair market value at the time of grant as determined in
accordance with the US Dataworks, Inc. Amended and Restated 2000 Stock Option
Plan, as amended through the date hereof (the “Plan”).  The Stock
Option will vest (i.e., become exercisable) on the earlier to occur of (i) July
15, 2010 or (ii) the date that Mr. Frapart becomes a full-time employee of the
Company.  If prior to the date the Stock Option vests, this Agreement
is terminated for any reason or either Albeck or the Company provides a
non-renewal notice pursuant to Section 2 hereof, the Stock Option will be deemed
forfeited and canceled as of the date of such event and will be of no further
force or effect.  The Stock Option will be governed by the terms and
conditions of the Plan and the applicable written stock option agreement, which
terms and conditions will include (i) a prohibition on the transfer of the Stock
Option except in certain limited circumstances and (ii) the vesting of the Stock
Option upon an occurrence of a change of control of the Company as defined in
and provided for therein.

    


    Albeck
and Mr. Frapart understand, acknowledge and agree that neither the grant of the
Stock Option nor the issuance of the shares of the Company’s common stock
pursuant to Mr. Frapart’s exercise of the Stock Option (the “Option Shares”)
will be registered with the SEC, and, as a result, the Stock Option and the
Option Shares will be considered “restricted securities” under Rule 144
promulgated under the Securities Act of 1933, as amended (“Rule
144”).  Mr. Frapart agrees that he will not sell or otherwise transfer
the Stock Option or the Option Shares except in strict compliance with Rule 144
and Mr. Frapart further represents and warrants to the Company that he is
accepting the Stock Option and, in the event he exercises the Stock Option, he
will be purchasing the Option Shares for his own account and for investments
purposes only and not with view to the resale or distribution
thereof.  Mr. Frapart and Albeck further understand, acknowledge and
agree that the Company will have no obligation to register the issuance of the
Stock Option or the Option Shares with the SEC and will have no obligation to
comply with any of the requirements of Rule 144 as it relates to any resale or
transfer of the Stock Option and/or Option Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
3


      

    

     

    6. Performance
Bonuses.  In addition to the service billings described in
Section 4 hereof and the Stock Option grant described in Section 5 hereof, in
the event that Company has or adopts a performance bonus plan applicable to
executive officers of the Company during the term of this Agreement, Albeck,
based on Mr. Frapart’s performance, will be eligible to receive performance
bonuses under such performance bonus plan applicable to the role and
contributions of the CFO that is consistent with the performance bonus
eligibility of other executive officers reporting to the CEO of the Company,
with such bonus being payable to Albeck concurrently with the payment of other
bonuses to the executive officers of the Company.  To that end, the
Company will include Mr. Frapart in applicable Compensation Committee approvals,
plan objectives and pay-out formulations, applicable grant documents, and bonus
determination and payments, in a manner consistent with that applied to other
executive officers reporting to the Company’s CEO.  Notwithstanding
the foregoing, Mr. Frapart and Albeck understand, acknowledge and agree that
being eligible for a performance bonus does not mean that Albeck will in all
cases earn a performance bonus and that, depending on the terms of a given
performance bonus plan, Albeck may, based on the performance of Mr. Frapart,
fail to earn a performance bonus even if other executive officers earn
theirs.

    


    7.
Nondisclosure/Confidentiality.  Albeck and Mr. Frapart
acknowledge that, in connection with their prior and continuing engagement by
the Company, Albeck and Mr. Frapart have acquired and learned, and will continue
to acquire and learn, Confidential Information (as defined below) by virtue of
the relationship of trust and confidence between Albeck and Mr. Frapart, on the
one hand, and the Company on the other hand. Albeck and Mr. Frapart warrant and
agree that during the term of this Agreement and at all times thereafter, each
of them shall continue to be bound by an obligation not disclose to any person
or entity (other than to officers of the Company or to such other persons as
such officers may designate), or use, except in the course of Mr. Frapart’s
engagement hereunder or his subsequent employment with the Company or its
affiliates, any Confidential Information acquired by Albeck or Mr. Frapart in
the course of or in connection with this engagement. As used herein, the term
“Confidential Information” shall include, but not be limited to the following
information (unless such information is in the public domain): all information
of any type or kind, whether or not reduced to a writing and whether or not
conceived, originated, discovered or developed in whole or in part by Albeck or
Frapart, which is directly related to the Company, its operations, policies,
agreements with third parties, financial affairs and related matters, including
business plans, strategic planning information, product information, purchase
and sales information and terms, supplier negotiation points, styles and
strategies, contents and terms of contracts between the Company and suppliers,
advertisers, vendors, contact persons, terms of supplier and/or vendor contracts
or particular transactions, potential supplies and/or vendors, or other related
data; marketing information such as but not limited to, prior, ongoing or
proposed marketing programs, presentations, or agreements by or on behalf of the
Company, pricing information, customer bonus programs, marketing tests and/or
results of marketing efforts, computer files, lists and reports, manuals and
memos pertaining to the business of the Company, lists or compilations of vendor
and/or supplier names, addresses, phone numbers, requirements and descriptions,
contract information sheets, compensation requirements or terms, benefits,
policies, and any other information whether about the Company, entities related
or affiliated with the Company or other key information pertaining to the
business of the Company, including but not limited to all information which is
not generally available to or known in the information services industry (or is
available only as a result of an unauthorized disclosure), including any and all
information concerning the Company’s technology, solutions, processes, software,
firmware, and source code, regardless of whether or not such Information is a
“trade secret” as otherwise defined by applicable law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
4


      

    

     

    8. Covenant Not To Compete.
During the term of this Agreement and for a period of six months
thereafter (regardless of the reason for termination of this Agreement), Albeck
and Mr. Frapart shall comply in all respects with the Company’s written policies
with respect to conflicts of interest.  Except as may be approved in
writing by the Board, neither Albeck nor Mr. Frapart shall engage in or be
interested, directly or indirectly, in any business or operation that is
competitive in any way, directly or indirectly, with the Company (a “Competitive
Business”). For the purpose of this Section 8, Albeck and Mr. Frapart shall be
deemed to be interested in a business or operation which is competitive with the
Company if Albeck or Mr. Frapart is a holder of five percent (5%) or more of the
issued and outstanding ownership interests in a Competitive Business, or serves,
directly or indirectly, as an owner, director, officer, employee, agent,
partner, individual proprietor, lender, consultant, advisor or independent
contractor of a Competitive Business. The provisions of this Section 8 shall not
preclude Mr. Frapart from owning an interest in and actively serving as an
officer of Albeck provided that he and Albeck fully comply with such
provisions.

    


    9. No
Solicitation.  Albeck and Mr. Frapart agree that during the
term of this Agreement and for a period of one (1) year thereafter
(regardless of the reason for termination of this Agreement), Albeck and Mr.
Frapart shall not, directly or indirectly, either for themselves or for any
other person, firm, corporation, or entity, solicit any individual then employed
by the Company to leave the employment of the Company or hire such
individual.

    


    10. Ownership of Work Product and
Ideas.  Any discoveries, inventions, patents, materials,
licenses, processes, technology, software, solutions and ideas applicable to the
industries in which the Company operates or relating to Albeck’s or Mr.
Frapart’s services for the Company or its affiliates, whether or not patentable
or copyrightable, created by Mr. Frapart during the term of this Agreement
(“Work Product”) and all business opportunities within the industries in which
the Company operates introduced to Albeck or Mr. Frapart by the Company or its
affiliates or of which Mr. Frapart otherwise becomes aware during the term of
this Agreement (“Opportunities”) will continue to be owned solely and
exclusively by the Company, and Albeck and Mr. Frapart will continue to have no
interest whatsoever in such Work Product or Opportunities, except to the extent
that the Company allows (per a written instrument signed by the CEO of the
Company) Albeck to invest or participate in or have other rights to such Work
Product or Opportunities. During the term of this Agreement, Albeck and Mr.
Frapart will promptly disclose in writing any such Work Product and/or
Opportunities to the Company and will, and hereby does, assign to the Company
all rights and interests in such Work Product and/or Opportunities.

    


    11.
Indemnification.  Albeck, Mr. Frapart and the Company
understand, acknowledge and agree that during the term of this Agreement, Mr.
Frapart will be an officer of the Company as contemplated by the Nevada
corporate statutes and the Company’s articles of incorporation, bylaws and other
organizational documents.  In that regard, Mr. Frapart shall be
entitled to the same indemnification from the Company for his acts and omissions
as an officer of the Company, whether pursuant to applicable Nevada corporate
law or the Company’s organizational documents or otherwise, to which other
officers of the Company are entitled.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
5


      

    

     

    12. Liability
Insurance.  It is also the intent of Albeck, Mr. Frapart and
the Company that, during the term of this Agreement, Mr. Frapart shall be deemed
to be an officer of the Company under the Company’s applicable liability
insurance policies covering the Company, its directors, officers, employees and
agents from time to time in effect, including but not limited to the Company’s
Directors’ and Officers’ policy and Errors and Omissions policy.  In
furtherance thereof, the Company shall take all reasonable steps to have Mr.
Frapart and, if possible, Albeck included as named insureds on such liability
insurance policies, with coverage to an extent equal to that provided for
members of the Board, the CEO, and other officers reporting to the
CEO.

    


    13. Termination by
Company.  The Company shall have the right to terminate this
Agreement at any time for any reason whatsoever and such termination shall be
effective as of the date the Company provides Albeck with written notice
thereof.  If this Agreement is terminated other than for Cause (as
defined below), the Company will pay Albeck the Termination Fee (defined
below).  The term “Cause” with respect to the Company’s termination of
this Agreement shall mean termination by the Company based upon the occurrence
of any of the following: (i) any embezzlement or wrongful diversion of funds of
the Company or any affiliate of the Company by Albeck or Mr. Frapart; (ii) any
willful act or omission constituting gross malfeasance on the part of Albeck or
Mr. Frapart in their performance of the CFO services hereunder; (iii) any
material breach by Albeck or Mr. Frapart of this Agreement that is not cured
after notice of such breach and reasonable opportunity to cure such breach
(unless such breach is not capable of being cured, as determined by the Board);
(iv) any willful act or omission constituting gross negligence on the part of
Albeck or Mr. Frapart in their performance of the CFO services hereunder; (v)
any violation by Albeck or Mr. Frapart of the Company’s policies on trading in
Company securities from time to time in effect or any applicable federal or
state securities laws or regulations; (vi) any violation by Albeck or Mr.
Frapart of the Company’s code of conduct or ethics policies or any other
material policies of the Company from time to time in effect; (vii) the
conviction of Albeck or Mr. Frapart of a felony or a crime involving fraud,
dishonesty or other act of moral turpitude; (viii) Mr. Frapart leaving the
employment of Albeck (other than to become an employee of the Company), dying or
otherwise becoming unable to perform the CFO services hereunder; and (ix) the
willful failure of Mr. Frapart or Albeck to substantially perform their duties
under this Agreement.  No act or failure to act will be considered
"willful" unless it is done, or omitted to be done, in bad faith or without
reasonable belief that such action or omission was in the best interests of the
Company.  As used in this Agreement, the term “Termination Fee” shall
mean the lesser of (i) $45,000 and (ii) the amount of services fees remaining to
be paid to Albeck under Section 4 hereof for the remainder of the term of this
Agreement (assuming the term is not renewed).

    


    14. Termination by
Albeck.  In the event that Albeck in good faith determines that
Mr. Frapart has become unable or unwilling to substantially perform his duties
under this Agreement for any reason whatsoever, Albeck shall have the option to
terminate this Agreement upon making such determination by giving prompt written
notice to Company.  In such event, the Company shall pay Albeck any
services billings and bonuses which are earned but unpaid as of the effective
date of termination.  In the event of a material breach of this
Agreement by the Company, and following written notice of such breach from
Albeck to the Company, the Company has failed to cure such breach, Albeck may
terminate this Agreement immediately by providing Company with written notice of
such termination.  In such event, the Company shall pay Albeck any
services billings and bonuses which are earned but unpaid as of the effective
date of termination, plus the Termination Fee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
6


      

    

     

    15. Fiduciary Duties;
Certifications.  Mr. Frapart and Albeck understand, acknowledge
and agree that as an officer of the Company, Mr. Frapart will have certain
fiduciary duties imposed by applicable law to always act in the best interests
of the Company and its stockholders, including but not limited to the duty of
care, the duty of loyalty and the duty of good faith.  During the term
of this Agreement and, to the extent applicable law dictates, following the
termination of this Agreement, Mr. Frapart shall act in compliance with such
fiduciary duties.  Mr. Frapart and Albeck also understand, acknowledge
and agree that, as the Company’s CFO, Mr. Frapart will be deemed to be the
Company’s “principal financial officer” and may at some point become the
Company’s “principal accounting officer” (as such terms are defined in the rules
and regulations of the SEC) and, as such, will be primarily responsible for
ensuring the accuracy and completeness of the Company’s financial reports
disclosed to the public and/or filed with the SEC (the “Public
Reports”).  In furtherance thereof and as required by the rules and
regulations of the SEC and applicable federal securities laws, Mr. Frapart will
be required to make certain certifications in connection with such financial
reporting and disclosure which, if false, may subject him to personal civil
liability and criminal prosecution.  During the term of this Agreement
and, to the extent applicable law dictates, following the termination of this
Agreement, Mr. Frapart shall not knowingly allow the Company to make or file
Public Reports that are false or misleading in any material
respect.

    


    16. Obligations Joint and
Several.  The contractual obligations of Mr. Frapart and Albeck
under this Agreement shall be joint and several such that the Company may look
to either of them for any damages in contract caused by their breach of such
obligations regardless of who actually committed the breach.


     

    17.
Miscellaneous Provisions.

     

    17.1 Entire Agreement. This
Agreement and that certain Confidentiality and Non-Disclosure Agreement dated on
or around May 25, 2009 by and between the Company and Mr. Frapart (which
agreement shall remain in effect) (the “Prior NDA”) contains the entire
agreement among the parties hereto and supersedes all prior oral and written
agreements, understandings, commitments, or practices between or among the
parties hereto with respect to the subject matter hereof. Other than as
expressly set forth herein and in the Prior NDA, Albeck and the Company
acknowledge and represent that there are no other promises, terms, conditions or
representations (verbal or written) regarding any matter relevant hereto. No
supplement, modification, or amendment of any term, provision or condition of
this Agreement shall be binding or enforceable unless evidenced in writing and
executed by each of the parties hereto. The provisions contained in Sections 7,
8, 9, 10, 11, 12, 15, 16 and 17 hereof shall survive termination of this
Agreement.

     

    17.2 Applicable Law. This
Agreement shall be governed exclusively by and construed in accordance with the
laws of the State of Texas, notwithstanding choice of law provisions thereof;
and the venue of any litigation commenced hereunder shall be Houston,
Texas.

     

    17.3 Injunctive
Relief.  Albeck and Mr. Frapart acknowledge and agree that
their obligations under Sections 7, 8 9 and 10 hereof are of a special, unique,
unusual, extraordinary and intellectual character, which gives them a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at law.  If Albeck or Mr. Frapart should breach
any of those provisions, in addition to its rights and remedies under applicable
law generally, the Company shall be entitled to seek equitable relief by way of
injunction and any bond therefore shall not be required to exceed
$1,000.

     

    17.4 Partial Invalidity. If
the application of any provision of this Agreement, or any section, subsection,
subdivision, sentence, clause, phrase, word or portion of this Agreement should
be held invalid or unenforceable, the remaining provisions thereof shall not be
affected thereby, but shall continue to be given full force and effect as if the
invalid or unenforceable provision had not been included herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
7

         

      

    

    17.5 Notices. Notices given
under this Agreement shall be given by registered or certified mail, postage
prepaid, return receipt requested, or by personal delivery to the respective
addresses of the parties. Notices to Albeck and Mr. Frapart shall be sent to the
letterhead address heading this letter, Attn:  Christy Albeck. Notices
to the Company shall be sent to the addressee address at the beginning of this
letter, Attn: Chief Executive Officer. A mailed first-class notice shall be
deemed given two (2) business days after deposit with U.S. Postal
Service.

     

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

     

    17.7 Assignment. The Company
(but not Albeck or Mr. Frapart) may assign this Agreement to any successor
(whether by merger, consolidation, or purchase of the assigning party’s stock)
to all or a controlling interest in the Company’s business, in which case this
Agreement shall be binding upon and inure to the benefit of such successor(s)
and assign(s).

     

    17.8 Limitation on Waiver. A
waiver of any term, provision, or condition of this Agreement shall not be
deemed to be, or constitute a waiver of any other term, provision or condition
herein, whether or not similar. No waiver shall be binding unless in writing and
signed by the waiving party.

     

    17.9 Attorney’s Fees. In the
event that any proceeding is commenced involving the interpretation or
enforcement of the provisions of this Agreement, the party prevailing in such
proceeding shall be entitled to recover its reasonable costs and attorneys’
fees.

     

    17.10 Not for the Benefit of
Creditors or Third Parties. The provisions of this Agreement are intended
only for the regulation of relations among the parties hereto. This Agreement is
not intended for the benefit of creditors of the parties hereto or other third
parties and no rights are granted to creditors of the parties hereto or other
third parties under this Agreement.


     

    Again,
thank you for giving us the opportunity to work with you.  If this
letter correctly states our understanding, please countersign it and return it
to our attention at your earliest convenience.

     

    Very
truly yours,

     

    
      
        	
                Albeck
      Financial Services, Inc.

              
	 
      	 
      
	
                By:

              	
                /s/ Christy Albeck

              
	 
      	
                Name:
      Christy Albeck

              
	 
      	
                Title:
      CEO

              
	 
      	 
      
	
                /s/ Randal J. Frapart

              
	
                Randall
      J. Frapart

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        Mr.
Charles Ramey, CEO

        US
Dataworks, Inc.

        August 7,
2009

        Page
8

      

       

    

    
      
        	
                AGREED
      AND ACCEPTED:

              
	 
      
	
                US
      Dataworks, Inc.

              
	 
      	 
      
	
                By:

              	
                /s/ Charles E. Ramey

              
	 
      	
                Charles
      Ramey, CEO