Unassociated Document


    
      NOTE MODIFICATION
AGREEMENT

      


      THIS NOTE MODIFICATION
AGREEMENT (this “Agreement”) is entered into this 20th day of May, 2009
by and between US Dataworks,
Inc., a Nevada corporation (the “Company”) and John L. Nicholson, M.D., a
Director of the Company (the “Holder”).  All capitalized terms not
specifically defined herein shall have those meanings set forth in that certain
US Dataworks, Inc. Refinancing Secured Note dated August 13, 2008 executed by
the Company and payable to the order of the Holder in the original principal
amount of Two Million Nine Hundred Ninety Five Thousand Dollars ($2,995,000.00),
as amended by that certain Note Modification Agreement dated February 19, 2009
(as modified, renewed and extended to date, the “Note”).

      


      W I T N E S S E T H:

      


      WHEREAS,
the Company and the Holder wish to revise certain provisions of the
Note;

      


      NOW,
THEREFORE, for and in consideration of the premises, the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Holder hereby agree as follows:

      


      1.           The
following modifications to the Note are made and agreed to effective as of May
20, 2009:

      


      
        	
                 
      

              	
                A.

              	
                Section
      7(a) of the Note shall be deleted in its entirety and replaced with the
      following:

              


      

      


      “All
payments due under this Note shall rank senior to all Permitted Indebtedness of
the Company and its Subsidiaries under clause (ii) of the definition of
“Permitted Indebtedness” in Section 20(h); provided, however, that the Company
may make voluntary interest payments on the Indebtedness of the Company
represented by that certain 8.75% Promissory Note dated September 25, 2007
executed by the Company and payable to the order of the Holder in the original
principal amount of Five Hundred Thousand Dollars ($500,000.00) as amended by
that certain Note Modification Agreement between the Holder and the Company of
even date herewith (as modified, renewed and extended, the “Second Ramey Note”) in
accordance with the terms thereof but the Company cannot make any
principal payments on the Second Ramey Note unless and until all amounts due and
owing under the Notes have been paid in full.”

      


      
        	
                 
      

              	
                B.

              	
                Clause
      (i) of Section 20(h) of the Note shall be deleted in its entirety and
      replaced with the following:

              


      

      


      
        	
                 
      

              	
                “Indebtedness
      evidenced by the Notes and the Second Ramey
  Note,”

              


      

      


      2.           The
parties hereto hereby agree that no default or Event of Default under the Note
has occurred prior to the date hereof but, in an abundance of caution, to the
extent such a default or Event of Default is deemed to have occurred, the Holder
hereby waives such deemed default or Event of Default.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      3.           The
Note, as modified by this Agreement, and all of the other loan documents and
other agreements and instruments executed and delivered by the Company and the
Holder in connection with the Note shall remain in full force and
effect.

      


      4.           The
Company and the Holder represent and warrant to each other that, as of the date
hereof: (a) each such party has full power and authority to execute this
Agreement; (b) this Agreement constitutes the legal, valid and binding
obligation of such party, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting the enforcement of
creditors' rights generally; and (c) no authorization, approval, consent or
other action by, notice to, or filing with, any governmental authority or other
person is required for the execution, delivery or performance by such party of
this Agreement.

      


      5.           The
parties hereto shall from time to time execute and deliver all such other
documents, instruments and assurances with respect to the matters described
herein, and take all such other actions as may be necessary or required to carry
into force and effect the purposes and intent of this Agreement.

      


      6.           This
Agreement, when executed by the parties hereto, shall be binding upon and inure
to the benefit of the parties hereto, and their respective heirs, executors,
administrators, personal representatives, successors and assigns.

      


      7.           This
Agreement may be executed simultaneously in a number of identical counterparts,
each of which shall be an original and all of which together shall constitute
but one and the same instrument.

      


      [Signature
Page Follows]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      IN WITNESS WHEREOF, this Agreement has
been executed and delivered by the parties hereto on the date first set forth
above.

      


      


      
        
          
            
              
                	 
      	
                        THE
      COMPANY:

                      
	 
      	 
      
	 
      	
                        US
      DATAWORKS, INC.

                      
	 
      	 
      
	 
      	
                        By:
      /s/ J. Patrick
      Millinor, Jr.

                      
	 
      	 
      
	 
      	
                        Name:
      J. Patrick
      Millinor, Jr.

                      
	 
      	 
      
	 
      	
                        Title:
      Director

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        THE
      HOLDER:

                      
	 
      	 
      
	 
      	
                        /s/ John L. Nicholson,
  M.D.

                      
	 
      	
                        John
      L. Nicholson,
M.D.

                      


              

            

          

        

      

      


      


      


      WRITTEN CONSENT OF THE
REQUIRED HOLDERS:

      


      In
accordance with Section 8 of the Note, the undersigned Required Holders hereby
execute this written consent to the Agreement, thereby indicating their consent
to the changes and amendments to the Note contained in this
Agreement.

      


      
        
          
            	 
      	 
      
	 
      	
                    /s/ John L. Nicholson,
  M.D.

                  
	 
      	
                    John
      L. Nicholson, M.D.

                  
	 
      	 
      
	 
      	
                    /s/ Charles E. Ramey

                  
	 
      	
                    Charles
      E.
Ramey