Unassociated Document


     

    Exhibit
10.1


    NOTE
MODIFICATION AGREEMENT

    


    THIS NOTE MODIFICATION
AGREEMENT (this “Agreement”) is entered into this 19th day of February,
2009 by and between US
Dataworks, Inc., a Nevada corporation (the “Company”) and John L. Nicholson, M.D., an
individual residing in the State of Texas and 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) (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
February 19, 2009:

    


    
      	
               
      

            	
              A.

            	
              Section
      1 of the Note is hereby amended by adding the following sentence to the
      beginning of the Section:

            


    

    


    “Within
ten (10) days after the end of each calendar quarter beginning with March 31,
2009, the Company shall make mandatory principal payments to the Holder in an
amount equal to $89,850, or three percent (3%) of the original principal amount
of this Note; provided, however, that if such mandatory principal payment
(together with the other mandatory quarterly principal payments due to the other
holders of the Notes) would reduce the Company’s cash balance as of the last day
of such calendar quarter below $500,000, then the amount of such mandatory
principal payment shall be reduced to 80.9% of the amount, if any, by which the
Company’s cash balance as of the last day of such quarter exceeds $500,000 (with
any such shortfall in such scheduled principal payment not rolling into the
next scheduled principal payment).”

    


    
      	
               
      

            	
              B.

            	
              The
      reference to “August 13, 2009” in Section 1 of the Note is hereby replaced
      with “December 31, 2009.”

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      reference to “twelve percent (12%)” in Section 20(g) of the Note is hereby
      replaced with “thirteen percent
(13%).”

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      text of Section 3(b) of the Note is hereby deleted in its entirety and
      replaced with the following: “This Section intentionally left
      blank.”

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.           In
consideration of the Holder’s agreements to the modifications set forth in
Section 1 of this Agreement, the Company shall pay an amendment fee to the
Holder in the amount of $29,950.00, or one percent (1%) of the original
principal amount of the Note.  Such payment shall be made in two equal
installments on the date hereof and on May 20, 2009.

    


    3.           The
Note, as modified by this Agreement, and all of the other loan documents and
other agreements and instruments executed and delivered 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	 
	 	 	Name:
      J. Patrick Millinor 	 
	 	 	Title:
      Director 	 
	 	 	 	 


    

     

     

    
      
        	 	THE
      HOLDER:	 
	 	 	 	 
	 	
                By:
      

              	/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.

    


    
       

      
        
          	 	 	 
	 	 	 	 
	 	
                  By:
      

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


        

      



    
       

      
        
          	 	 	 
	 	 	 	 
	 	
                  By:
      

                	/s/ Charles E. Ramey	 
	 	 	Charles E.
      Ramey