**U** **S
      DATAWORKS, INC.**


**AMENDED
      AND RESTATED**


**2000
      STOCK OPTION PLAN**




1.  ESTABLISHMENT
      AND PURPOSES OF THE PLAN. The Plan was adopted by the Board effective August
      25,
      2000, amended and restated on July 25, 2002, May 21, 2003 and July 16,
      2003, amended on July 20, 2004 by Amendment No. 1, and most recently amended
      and
      restated on July 27, 2006. The purposes of the Plan are to attract and retain
      the best available personnel for positions of substantial responsibility, to
      provide additional incentive to Employees, Directors and Consultants and to
      promote the success of the Company’s business. Awards granted under the Plan may
      be Incentive Stock Options, Nonstatutory Stock Options or Restricted Shares,
      as
      determined by the Administrator at the time of grant.




2.  DEFINITIONS.
      As used herein, the following definitions shall apply:




(a)  “Administrator”
      means the Board or any of its Committees as shall be administering the Plan
      in
      accordance with Section 4 hereof.




(b)  “Applicable
      Laws” means the requirements relating to the administration of stock
      plans under U.S. state corporate laws, U.S. federal and state
      securities laws, the Code, any stock exchange or quotation system on which
      the
      Common Stock is listed or quoted and the applicable laws of any other Country
      or
      Jurisdiction where Awards are granted under the Plan.




(c)  “Award”
      means any Option granted, or any award or sale of Shares, under the
      Plan.




(d)  “Board”
      means the Board of Directors of the Company, as constituted form time to
      time.




(e)  “Change
      in Control” means mean the occurrence of any of the following
      events:




(i)  A
      change
      in the composition of the Board of Directors occurs, as a result of which fewer
      than two-thirds of the incumbent directors are directors who
      either:




(A)  Had
      been
      directors of the Company on the “look-back date” (as defined below) (the
“original directors”); or




(B)  Were
      elected, or nominated for election, to the Board of Directors with the
      affirmative votes of at least a majority of the aggregate of the original
      directors who were still in office at the time of the election or nomination
      and
      the directors whose election or nomination was previously so approved (the
      “continuing directors”);









(ii)  Any
      “person” (as defined below) who by the acquisition or aggregation of securities,
      is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company representing
      50% or more of the combined voting power of the Company’s then outstanding
      securities ordinarily (and apart from rights accruing under special
      circumstances) having the right to vote at elections of directors (the “Base
      Capital Stock”); except that any change in the relative beneficial ownership of
      the Company’s securities by any person resulting solely from a reduction in the
      aggregate number of outstanding shares of Base Capital Stock, and any decrease
      thereafter in such person’s ownership of securities, shall be disregarded until
      such person increases in any manner, directly or indirectly, such person’s
      beneficial ownership of any securities of the Company;




(iii)  The
      consummation of a merger or consolidation of the Company with or into another
      entity or any other corporate reorganization, if persons who were not
      stockholders of the Company immediately prior to such merger, consolidation
      or
      other reorganization own immediately after such merger, consolidation or other
      reorganization 50% or more of the voting power of the outstanding securities
      of
      each of (A) the continuing or surviving entity and (B) any direct or indirect
      parent corporation of such continuing or surviving entity; or




(iv)  The
      sale,
      transfer or other disposition of all or substantially all of the Company’s
      assets.




For
      purposes of subsection (e) (i) above,
      the term “look-back” date shall mean the later of (1) July 25, 2002 or (2) the
      date 24 months prior to the date of the event that may constitute a Change
      in
      Control.




For
      purposes of subsections (e) (ii) above,
      the term “person” shall have the same meaning as when used in
      Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a
      trustee or other fiduciary holding securities under an employee benefit plan
      maintained by the Company or a Parent or Subsidiary and (2) a corporation owned
      directly or indirectly by the stockholders of the Company in substantially
      the
      same proportions as their ownership of the Common Stock.




Any
      other
      provision of this Section 2 (e) notwithstanding, a transaction shall not constitute a Change in Control if
      its
      sole purpose is to change the state of the Company’s incorporation or to create
      a holding company that will be owned in substantially the same proportions
      by
      the persons who held the Company’s securities immediately before such
      transaction.




(f)  “Class”
      means the three classes into which the member of the board are divided, Class
      I,
      Class II and Class III.




(g)  “Code”
      means the Internal Revenue Code of 1986, as amended.




(h)  “Committee”
      means a committee of Directors appointed by the Board in accordance with
      Section 4 hereof.




(i)  “Common
      Stock” means the Common Stock of the Company.




(j)  “Company”
      means US Dataworks, Inc., a Nevada corporation.




(k)  “Consultant”
      means any person who is engaged by the Company or any Parent or Subsidiary
      to
      render consulting or advisory services to such entity.




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(l)  “Director”
      means a member of the Board of Directors of the Company.




(m)  “Disability”
      means total and permanent disability as defined in Section 22(e)
      (3) of the Code.




(n)  “Employee”
      means any persons, including Officers and Directors, employed by the Company
      or
      any Parent or Subsidiary of the Company. A Service Provider (defined below)
      shall not cease to be an Employee in the case of (i) any leave of absence
      approved by the Company or (ii) transfers between locations of the Company
      or between the Company, its Parent, any Subsidiary, or any successor. For
      Purposes of Incentive Stock Options, no such leave may exceed three months,
      unless reemployment upon expiration of such a leave is guaranteed by statute
      or
      contract. Neither service as a Director nor payment of a director’s fee by the
      Company shall be sufficient to constitute “employment” by the
      Company.




(o)  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.




(p)  “Fair
      Market Value” means, as of any date, the value of Common Stock determined as
      follows:




(i)  If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be
      the
      closing sales price for such stock (or the closing bid, if no sales were
      reported) as quoted on such exchange or system for the date on which the Award
      is granted, as reported in The Wall Street Journal or such other source as
      the
      Administrator deems reliable;




(ii)  If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, its Fair Market Value shall be the mean between the
      high bid and low asked prices for the Common Stock on the date on which the
      Award is granted; or




(iii)  In
      the
      absence of an established market for the Common Stock, the Fair Market Value
      thereof shall be determined in good faith by the Administrator.




(q)  “Grantee”
      means the Employee, Consultant or Outside Director who receives an Award granted
      pursuant to the Plan, including but not limited to Optionees.




(r)  “Incentive
      Stock Option” means an Option intended to qualify as an incentive stock option
      within the meaning of Section 422 of the Code.




(s)  “Nonstatutory
      Stock Option” means an Option not intended to quality as an Incentive Stock
      Option.




(t)  “Officer”
      means a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder.




(u)  “Option”
      means a stock option granted pursuant to the Plan.




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(v)  “Option
      Grant” means a written agreement between the Company and an Optionee evidencing
      the terms and conditions of an individual Option grant. The Option Grant is
      subject to the terms and conditions of the Plan.




(w)  “Optioned
      Stock” means the Common Stock subject to an Option.




(x)  “Optionee”
      means the holder of an outstanding Option granted under the Plan.




(y)  “Outside
      Director” means a member of the Board of Directors of the Company who is not a
      common-law employee of the Company, a Parent or a Subsidiary.




(z)  “Parent”
      means a “parent corporation,” whether now or hereafter existing, as defined in
      Section 424(e) of the Code.




(aa)  “Plan”
      means this 2000 Stock Option Plan of US Dataworks, Inc., as amended from time
      to
      time.




(bb)  “Restricted
      Share” means a Share awarded under the Plan.




(cc)  “Restricted
      Share Agreement” means the agreement between the Company and a Grantee who
      acquires Shares under the Plan (other than upon exercise of an Option) that
      contains the terms, conditions and restrictions pertaining to the acquisition
      of
      such Shares.




(dd)  “Section 16(b)”
      means Section 16(b) of the Securities Exchange Act of 1934, as
      amended.




(ee)  “Service”
      means service as an Employee, Director or Consultant.




(ff)  “Service
      Provider” means an Employee, Director or Consultant.




(gg)  “Share”
      means a share of the Common Stock, as adjusted in accordance with
      Section 12 below.




(hh)  “Subsidiary”
      means a “subsidiary corporation,” whether now or hereafter existing, as defined
      in Section 424(f) of the Code.




3.  STOCK
      SUBJECT TO THE PLAN.




(a)  Basic
      Limitations. Subject to Section 12 ,
      the
      maximum aggregate number of Shares which may be subject to Awards granted under
      the Plan is seven million five hundred thousand (7,500,000) Shares, plus the
      additional Shares described in Section 3 (b) .
      The
      Shares may be authorized but unissued, or reacquired Common Stock. If an Option
      expires or becomes unexercisable without having been exercised in full, the
      unpurchased Shares which were subject thereto shall become available for future
      grant or sale under the Plan (unless the Plan has terminated). However, Shares
      that have been issued under the Plan shall not be returned to the Plan and
      shall
      not become available for future distribution under the Plan.




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(b)  Annual
      Increase in Shares. As of April 1 of each year, commencing with the year 2004,
      the aggregate number of Shares that may be issued with respect to Awards granted
      under the Plan shall automatically increase by a number equal to the lesser
      of
      (i) 500,000 Shares, (ii) 5% of the fully diluted outstanding shares of
      Common Stock of the Company on such date or (iii) a lesser amount determined
      by
      the Board. The aggregate number of Shares that may be issued under the Plan
      shall at all times be subject to adjustment pursuant to
      Section 12 .
      The
      number of Shares that are subject to Awards outstanding at any time under the
      Plan shall not exceed the number of Shares which then remain available for
      issuance under the Plan. The Company, during the term of the Plan, shall at
      all
      times reserve and keep available sufficient Shares to satisfy the requirements
      of the Plan.




4.  ADMINISTRATION
      OF THE PLAN.




(a)  Administrator.
      The Plan shall be administered by the Board or Committee appointed by the Board,
      which Committee shall consist of two or more directors of the Company. In
      addition, the composition of the Committee shall satisfy




(i)  such
      requirements as the Securities and Exchange Commission may establish for
      administrators acting under plans intended to qualify for exemption under Rule
      16b-3 (or its successor) under the Exchange Act; and




(ii)  such
      requirements as the Internal Revenue Service may establish for outside directors
      acting under plans intended to qualify for exemption under Section 162(m)(4)(C)
      of the Code.




(b)  Administrator
      for Non-Officer Grants. The Board may also appoint one or more separate
      Committees of the Board, each composed of one or more Directors who need not
      satisfy the requirements of Section 4 (a) ,
      who may
      administer the Plan with respect to Employees who are not considered Officers
      or
      Directors under Section 16 of the Exchange Act, may grant Awards under the
      Plan
      to such Employees and may determine all terms of such Awards. Within the
      limitations of the preceding sentence, any reference in the Plan to the
      Administrator shall include such Committee or Committees appointed pursuant
      to
      the preceding sentence.




(c)  Powers
      of
      the Administrator. Subject to the provisions of the Plan and, in the case of
      a
      Committee, the specific duties delegated by the Board to such Committee, and
      subject to the approval of any relevant authorities, the Administrator shall
      have the authority in its discretion:




(i)  to
      determine the Fair Market Value;




(ii)  to
      select
      the Service Providers to whom Awards may from time to time be granted hereunder;




(iii)  to
      determine the number of Shares to be covered by each such Award granted
      hereunder;




(iv)  to
      approve forms of Option Grants and Restricted Share Agreements for use under
      the
      Plan;




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(v)  to
      determine the terms and conditions of any Award granted hereunder. Such terms
      and conditions may include, but are not limited to, the exercise or purchase
      price, the time or times when Options may be exercised or Shares may become
      vested (which may be based on performance criteria), any vesting acceleration
      or
      waiver of forfeiture restrictions, and any restriction or limitation regarding
      any Award or the Common Stock relating thereto, based in each case on such
      factors as the Administrator, in its sole discretion, shall
      determine;




(vi)  to
      amend
      or modify the terms of any outstanding Option Grant or Restricted Share
      Agreement, subject to applicable legal restrictions and to the consent of the
      Optionee or Grantee, as the case may be, who entered into such
      agreement.




(vii)  to
      determine whether and under what circumstances an Award may be settled in cash
      under Section 9(e) instead
      of Common Stock;




(viii)  to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of qualifying for preferred tax treatment under foreign tax
      laws;




(ix)  to
      allow
      Optionees to satisfy withholding tax obligations by electing to have the Company
      withhold from the Shares to be issued upon exercise of an Option that number
      of
      Shares having a Fair Market Value equal to the amount required to be withheld.
      The Fair Market Value of the Shares to be withheld shall be determined on the
      date that the amount of tax to be withheld is to be determined. All elections
      by
      Optionees to have Shares withheld for this purpose shall be made in such form
      and under such conditions as the Administrator may deem necessary or advisable;
      and




(x)  to
      construe and interpret the terms of the Plan and Awards granted pursuant to
      the
      Plan.




(d)  Effect
      of
      Administrator’s Decision. All decisions, determinations and interpretations of
      the Administrator shall be final and binding on all persons.




5.  ELIGIBILITY.




(a)  General.
      Nonstatutory Stock Options and Awards of Shares may be granted to Service
      Providers. Incentive Stock Options may be granted only to Employees. A Service
      Provider who has been granted an Award may, if otherwise eligible, be granted
      additional Awards.




(b)  Outside
      Directors. Any other provision of the Plan notwithstanding, the participation
      of
      Outside Directors in the Plan shall be subject to the following
      restrictions:




(i)  Outside
      Directors shall only be eligible for the grant of Nonstatutory Stock
      Options.




(ii)  On
      the
      first business day following the conclusion of each regular annual meeting
      of
      the Company’s stockholders, commencing with the annual meeting occurring after
      August 31, 2004, each Outside Directors shall receive an Option to purchase
      60,000 Shares, subject to adjustment under Section 12 .




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(iii)  On
      the
      first business day following the conclusion of each regular annual meeting
      of
      the Company’s stockholders, commencing with the annual meeting occurring after
      August 31, 2004, each Outside Director who is elected to serve as a member
      of
      the Board thereafter shall receive an Option to purchase 100,000 Shares or
      a pro
      rata portion of 100,000 Shares if elected to serve for a term of less than
      three
      years, subject to adjustment under Section 12 . Each
      Outside Director who is not elected at a regular annual meeting of the Company’s
      stockholders shall receive an Option to purchase a pro rata portion of 100,000
      Shares within ten business days of his or her election or appointment based
      on
      the number of full months remaining from the date of election or appointment
      until the end of the Outside Director’s term divided by 36, 24 or 12, depending
      on the term of the class to which the Outside Director was elected or appointed.
      Any fractional share resulting from such calculation shall be rounded up to
      the
      nearest whole number.




(iv)  On
      the
      first business day following the conclusion of each regular annual meeting
      of
      the Company’s stockholders, commencing with the annual meeting occurring after
      August 31, 2004, each Outside Director who will serve as Lead Director or
      Chairperson of the audit committee of the Board shall receive an Option to
      purchase 50,000 Shares subject to adjustment under Section 12 ;
      each
      Outside Director who will serve as Chairperson of a committee, other than the
      audit committee, shall receive an Option to purchase 30,000 Shares, subject
      to
      adjustment under Section 12 ;
      each
      Outside Director who will serve on a committee, other than the audit committee,
      of the Board in a capacity other than Chairperson shall receive an Option to
      purchase 10,000 Shares, subject to adjustment under Section 12 ;
      and
      each Outside Director who will serve on the audit committee of the Board in
      a
      capacity other than Chairperson shall receive an Option to purchase 15,000
      Shares, subject to adjustment under Section 12 .
      Each
      Outside Director who is not appointed immediately following a regular annual
      meeting of the Company’s stockholders shall receive an Option to purchase a pro
      rata portion of 50,000, 30,000, 15,000 or 10,000 Shares, as the case may be,
      within ten business days of his or her appointment based on the number of full
      months remaining from the date of appointment until the next annual meeting.
      Any
      fractional share resulting from such calculation shall be rounded up to the
      nearest whole number.




(v)  The
      exercise price of all Nonstatutory Stock Options granted to an Outside Director
      under this Section 5 (b) shall be
      equal to 100% of the Fair Market Value of
      a Share on the date of grant, payable in one of the forms described in Section 9(a) .




(vi)  Each
      Option granted under Section 5(b)(ii) above shall be fully exercisable on the
      date of grant. Except as set forth in the next succeeding sentence, each Option
      granted under Section 5 (b) (iii) above
      shall become exercisable in three equal annual installments. Each Option granted
      under Section 5 (b) (iii) to
      Outside Directors who were not initially elected at a regular annual meeting
      of
      the Company’s stockholders shall become exercisable in equal annual installments
      such that each Option is exercisable in full at the next regular annual meeting
      of the Company’s stockholders at which the Outside Director’s Class is to be
      elected. Except as set forth in the next succeeding sentence, each Option
      granted under Section 5 (b) (iv) above
      shall become exercisable on the first anniversary of the date of grant. Each
      Option granted under Section 5 (b) (iv) to
      Outside Directors who are not appointed immediately following a regular annual
      meeting of the Company’s stockholders shall become exercisable in full at the
      next regular annual meeting of the Company’s stockholders. Notwithstanding the
      foregoing, each Option that has been outstanding for not less than six months
      shall become exercisable in full in the event that a Change in Control occurs
      with respect to the Company.




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(vii)  Subject
      to Sections 9(b) , 9(c) and 9(d) ,
      all
      Nonstatutory Stock Options granted to an Outside Director under this Section 5 (b) shall
      terminate on the tenth anniversary of the date of grant of such
      Options.




(viii)  Except
      as
      otherwise provided by the Administrator, no Option shall be transferable by
      the
      Optionee other than by will, by written beneficiary designation or by the laws
      of descent and distribution. An Option may be exercised during the lifetime
      of
      the Optionee only by the Optionee or by the Optionee’s guardian or legal
      representative. No Option or interest therein may be transferred, assigned,
      pledged or hypothecated by the Optionee during his or her lifetime, whether
      by
      operation of law or otherwise, or be made subject to execution, attachment
      or
      similar process.




(c)  Each
      Option shall be designated in the Option Grant as either an Incentive Stock
      Option or a Nonstatutory Stock Option. However, notwithstanding such
      designation, to the extent that the aggregate Fair Market Value of the Shares
      with respect to which Incentive Stock Options are exercisable for the first
      time
      by the Optionee during any calendar year (under all plans of the Company and
      any
      Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
      Nonstatutory Stock Options. For purposes of this Section 5(c) ,
      Incentive Stock Options shall be taken into account in the order in which they
      were granted. The Fair Market Value of the Shares shall be determined as of
      the
      time the Option with respect to such Shares is granted.




(d)  The
      Administrator shall have the discretion to grant Options that are exercisable
      for unvested shares of Common Stock. Should the Optionee cease to be employed
      with or perform services for the Company while holding such unvested shares,
      the
      Company shall have the right to repurchase, at the exercise price paid per
      share, any or all of those unvested shares. The terms upon which such repurchase
      right shall be exercisable (including the period and procedure for exercise
      and
      the appropriate vesting schedule for the purchased shares) shall be established
      by the Administrator and set forth in the document evidencing such repurchase
      right.




(e)  Neither
      the Plan nor any Award shall confer upon any Grantee any right with respect
      to
      continuing the Grantee’s relationship, as the case may be, as a Service Provider
      with the Company, nor shall it interfere in any way with his or her right or
      the
      Company’s right to terminate such relationship at any time, with or without
      cause.




(f)  Subject
      to adjustment in accordance with the provisions of Section 12 of the
      Plan, the maximum number of shares subject to Options granted to any one
      Employee under the Plan during the term of the Plan shall be eight million
      (8,000,000).




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6.  TERM
      OF
      PLAN. The Plan shall become effective upon its adoption by the Board. It shall
      continue in effect until July 16, 2013, unless sooner terminated under
      Section 14 of the
      Plan.




7.  TERM
      OF
      OPTION. The term of each Option shall be stated in the Option Grant; provided,
      however, that the term shall be no more than ten (10) years from the date
      of grant thereof. In the case of an Incentive Stock Option granted to an
      Optionee who, at the time the Option is granted, owns stock representing more
      than ten percent (10%) of the voting power of all classes of stock of the
      Company or any Parent or Subsidiary, the term of the Option shall be five
      (5) years from the date of grant or such shorter term as may be provided in
      the Option Grant.




8.  OPTION
      EXERCISE PRICE AND CONSIDERATION.




(a)  The
      per
      Share exercise price for the Shares to be issued upon exercise of an Option
      shall be such price as is determined by the Administrator, but shall be subject
      to the following:




(i)  In
      the
      case of an Incentive Stock Option




(A)  granted
      to an Employee who, at the time of grant or such Option, owns stock representing
      more than ten percent (10%) of the voting power of all classes of stock of
      the
      Company or any Parent or Subsidiary, the exercise price shall be no less than
      110% of the Fair Market Value per Share on the date of grant.




(B)  granted
      to any other Employee, the per Share exercise price shall be no less than 100%
      of the Fair Market Value per Share on the date of grant.




(ii)  in
      the
      case of a Nonstatutory Stock Option, the par value, if any, per
      Share.




(iii)  Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price other
      than
      as required above pursuant to a merger or other Corporate
      transaction.




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(b)  The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Administrator (and,
      in the case of an Incentive Stock Option, shall be determined at the time of
      grant). Such consideration may consist of (1) cash, (2) check,
      (3) 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 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 on the date of
      surrender equal to the aggregate exercise price of the Shares as to which such
      Option shall be exercised, (4) consideration received by the Company under
      a cashless exercise program implemented by the Company in connection with the
      Plan, or (5) in such other consideration as the Administrator deems
      appropriate, or by a combination of the above. In making its determination
      as to
      the type of consideration to accept, the Administrator shall consider if
      acceptance of such consideration may be reasonably expected to benefit the
      Company. In the case of an Incentive Stock Option, the permissible methods
      of
      payment shall be specified at the time the Option is granted. The Administrator
      in its sole discretion may accept a personal check in full or partial payment
      of
      any Shares. If the exercise price is paid, and/or the Optionee’s tax withholding
      obligation is satisfied, in whole or in part with Shares, or through the
      withholding of Shares issuable upon exercise of the Option, the value of the
      Shares surrendered or withheld shall be their Fair Market Value on the date
      the
      Option is exercised. The Administrator in its sole discretion may, on an
      individual basis or pursuant to a general program established in connection
      with
      this Plan, cause the Company to lend money to an Optionee, guarantee a loan
      to
      an Optionee, or otherwise assist an Optionee to obtain the cash necessary to
      exercise all or a portion of an Option granted hereunder or to pay any tax
      liability of the Optionee attributable to such exercise. If the exercise price
      is paid in whole or part with Optionee’s promissory note, such note shall
      (i) provide for full recourse to the maker, (ii) be collateralized by
      the pledge of the Shares that the Optionee purchases upon exercise of the
      Option, (iii) bear interest at the prime rate of the Company’s principal
      lender, and (iv) contain such other terms as the Administrator in its sole
      discretion shall reasonably require. No Optionee shall be deemed to be a holder
      of any Shares subject to an Option unless and until a stock certificate or
      certificates for those Shares are issued to that person(s) under the terms
      of
      this Plan.




9.  EXERCISE
      OF OPTION.




(a)  Procedure
      for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
      exercisable according to the terms hereof at such times and under such
      conditions as determined by the Administrator and set forth in the Option Grant.
      Unless the Administrator provides otherwise, vesting of Options granted
      hereunder shall be tolled during any unpaid leave of absence. An Option may
      not
      be exercised for a fraction of a share.




An
      Option
      shall be deemed exercised when the Company receives: (i) written or
      electronic notice of exercise (in accordance with the Option Grant) from the
      person entitled to exercise the Option, (ii) full payment for the Shares
      with respect to which the Option is exercised, and (iii) arrangements that
      are satisfactory to the Administrator in its sole discretion have been made
      for
      the Optionee’s payment to the Company of the amount that is necessary for the
      Company employing the Optionee to withhold in accordance with applicable federal
      or state tax withholding requirements. Full payment may consist of any
      consideration and method of payment authorized by the Administrator and
      permitted by the Option Grant and the Plan. Shares issued upon exercise of
      an
      Option shall be issued in the name of the Optionee or, if requested by the
      Optionee, in the name of the Optionee and his or her spouse. Until the Shares
      are issued (as evidenced by the appropriate entry on the books of the Company
      or
      of a duly authorized transfer agent of the Company), no right to vote or receive
      dividends or any other rights as a stockholder shall exist with respect to
      the
      Shares, notwithstanding the exercise of the Option. The Company shall issue
      (or
      cause to be issued) such Shares promptly after the Option is exercised. No
      adjustment shall be made for a dividend or other right for which the record
      date
      is prior to the date the Shares are issued, except as provided in
      Section 12 of the
      Plan.




Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      thereafter available, both for purposes of the Plan and for sale under the
      Option, by the number of Shares as to which the Option is
      exercised.




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(b)  Termination
      of Relationship as a Service Provider. If an Optionee ceases to be a Service
      Provider, such Optionee may exercise his or her Option within such period of
      time as is specified in the Option Grant to the extent that the Option is vested
      on the date of termination (but in no event later than the expiration of the
      term of the Option as set forth in the Option Grant). In the absence of a
      specified time in the Option Grant, the Option shall remain exercisable for
      three (3) months following the Optionee’s termination. If, on the date of
      termination, the Optionee is not vested as to his or her entire Option, the
      Shares covered by the unvested portion of the Option shall revert to the Plan.
      If, after termination, the Optionee does not exercise his or her Option within
      the time specified by the Administrator, the Option shall terminate, and the
      Shares covered by such Option shall revert to the Plan.




(c)  Disability
      of Optionee. If an Optionee ceases to be a Service Provider as a result of
      the
      Optionee’s Disability, the Optionee may exercise his or her Option within such
      period of time as is specified in the Option Grant to the extent the Option
      is
      vested on the date of termination (but in no event later than the expiration
      of
      the term of such Option as set forth in the Option Grant). In the absence of
      a
      specified time in the Option Grant, the Option shall remain exercisable for
      twelve (12) months following the Optionee’s termination. If on the date of
      termination, the Optionee is not vested as to his or her entire Option, the
      Shares covered by the unvested portion of the Option shall revert to the Plan.
      If after termination, the Optionee does not exercise his or her Option within
      the time specified herein, the Option shall terminate, and the Shares covered
      by
      such Option shall revert to the Plan.




(d)  Death
      of
      Optionee. If an Optionee dies while a Service Provider, the Option may be
      exercised within such period of time as is specified in the Option Grant to
      the
      extent that the Option is vested on the date of death (but in no event later
      than the expiration of the term of such Option as set forth in the Option Grant)
      by the Optionee’s estate or by a person who acquires the right to exercise the
      Option by bequest or inheritance. In the absence of a specified time in the
      Option Grant, the option shall remain exercisable for twelve (12) months
      following the Optionee’s termination. If, at the time of death, the Optionee is
      not vested as to the entire Option, the Shares covered by the unvested portion
      of the Option shall immediately revert to the Plan. If the Option is not so
      exercised within the time specified herein, the Option shall terminate, and
      the
      Shares covered by such Option shall revert to the Plan.




(e)  Buyout
      Provisions. The Administrator may at any time offer to buy out for a payment
      in
      cash or Shares, an Option previously granted, based on such terms and such
      conditions as the Administrator shall establish and communicate to the Optionee
      at the tune that such offer is made.




(f)  Change
      i n Control.
      The Administrator may determine, at the time of granting an Option or
      thereafter, that such Option shall become exercisable as to all or part of
      the
      Shares subject to such Option in the event that a Change in Control occurs
      with
      respect to the Company; provided, however, in the case of an Incentive Stock
      Option, the acceleration of exercisability shall not occur without the
      Optionee’s written consent.




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10.  NON-TRANSFERABILITY
      OF OPTIONS.




(a)  No
      Incentive Stock Option, and unless the prior written consent of the Committee
      or
      the Board is obtained (which consent may be withheld for any reason) and the
      transaction does not violate the requirements of Rule 16b-3 promulgated under
      the Exchange Act no Nonstatutory Stock Option, shall be subject to alienation,
      assignment, pledge, charge or other transfer other than by the Optionee by
      will
      or the laws of descent and distribution, and any attempt to make any such
      prohibited transfer shall be void. Each Option shall be exercisable during
      the
      Optionee’s lifetime only by the Optionee, or in the case of a Nonstatutory Stock
      Option that has been assigned or transferred with the prior written consent
      of
      the Committee or the Board, only by the permitted assignee.




(b)  No
      Shares
      acquired by an Officer or Director pursuant to the exercise of an Option may
      be
      sold, assigned, pledged or otherwise transferred prior to the expiration of
      the
      six-month period following the date on which the Option was granted, unless
      the
      transaction does not violate the requirements of Rule 16b-3 promulgated under
      the Exchange Act.




11.  RESTRICTED
      SHARES.




(a)  Restricted
      Share Agreement .
      Each
      Award of Restricted Shares under the Plan shall be evidenced by a Restricted
      Share Agreement between the Grantee and the Company. Such Award shall be subject
      to all applicable terms and conditions of the Plan and may be subject to any
      other terms and conditions imposed by the Administrator, as set forth in the
      Restricted Share Agreement, that are not inconsistent with the Plan. The
      provisions of the various Restricted Share Agreements entered into under the
      Plan need not be identical.




(b)  Payment
      for Awards. Subject to the following sentence, Restricted Shares may be sold
      or
      awarded under the Plan for such consideration as the Administrator may
      determine, including (without limitation) cash, cash equivalents, full-recourse
      promissory notes, past services and future services. To the extent that an
      Award
      consists of newly issued Restricted Shares, the Grantee shall furnish
      consideration with a value not less than the par value of such Restricted Shares
      in the form of cash, cash equivalents, or past services rendered to the Company
      (or a Parent or Subsidiary), as the Administrator may determine.




(c)  Vesting.
      Each Award of Restricted Shares may or may not be subject to vesting. Vesting
      shall occur, in full or in installments, upon satisfaction of the conditions
      specified in the Restricted Share Agreement. A Restricted Share Agreement may
      provide for accelerated vesting in the event of the Grantee’s death, disability
      or retirement or other events. The Administrator may determine, at the time
      of
      granting Restricted Shares of thereafter, that all or part of such Restricted
      Shares shall become vested in the event that a Change in Control occurs with
      respect to the Company.




(d)  Voting
      and Dividend Rights .
      The
      holders of Restricted Shares awarded under the Plan shall have the same voting,
      dividend and other rights as the Company’s other stockholders. A Restricted
      Share Agreement, however, may require that the holders of Restricted Shares
      invest any cash dividends received in additional Restricted Shares. Such
      additional Restricted Shares shall be subject to the same conditions and
      restrictions as the Award with respect to which the dividends were
      paid.




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(e)  Duration
      of Offers and Nontransferability of Purchase Rights .
      Any
      right to acquire Shares under the Plan (other than an Option) shall
      automatically expire if not exercised by the Grantee within thirty (30) days
      after the Company communicates the grant of such right to the Grantee. Such
      right shall be nontransferable and shall be exercisable only by the Grantee
      to
      whom the right was granted.




(f)  Repurchase
      Rights and Transfer Restrictions .
      Each
      Award of Shares shall be subject to such forfeiture conditions, rights of
      repurchase, rights of first refusal and other transfer restrictions as the
      Administrator may determine. Such restrictions shall be set forth in the
      applicable Restricted Share Agreement and shall apply in addition to any
      restrictions otherwise applicable to holders of Shares generally.




12.  ADJUSTMENTS
      UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.




(a)  Changes
      in Capitalization. Subject to any required action by the stockholders of the
      Company, the number of shares of Common Stock covered by each outstanding Award,
      the number of shares of Common Stock which have been authorized for issuance
      under the Plan but as to which no Awards have yet been granted or which have
      been returned to the Plan upon cancellation or expiration of an Option, the
      number of shares subject to Awards grants under Section 5(b) and the
      maximum number of Shares that may be granted to any one Grantee under the Plan,
      as well as the price per Share of Common Stock covered by each such outstanding
      Award, shall be proportionately adjusted for any increase or decrease in the
      number of issued shares of Common Stock resulting from a stock split, reverse
      stock split, stock dividend, combination or reclassification of the Common
      Stock, or any other increase or decrease in the number of issued shares of
      Common Stock affected without receipt of consideration by the Company. The
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been “effected without receipt of consideration.” Such adjustment shall be
      made by the Board, whose determination in that respect shall be final, binding
      and conclusive. Except as expressly provided herein, no issuance by the Company
      of shares of stock of any class, or securities convertible into shares of stock
      of any class, shall affect, and no adjustment by reason thereof shall be made
      with respect to, the number or price of shares of Common Stock subject to an
      Award.




(b)  Dissolution
      or Liquidation. In the event of the proposed dissolution or liquidation of
      the
      Company, the Administrator shall notify each Grantee as soon as practicable
      prior to the effective date of such proposed transaction. The Administrator
      in
      its discretion may provide for an Optionee to have the right to exercise his
      or
      her Option until such time as shall be determined by the Administrator prior
      to
      such transaction as to all of the Optioned Stock covered thereby, including
      Shares as to which the Option would not otherwise be exercisable. In addition,
      the Administrator may provide that any Company repurchase option applicable
      to
      any Award of Restricted Shares, or any Shares purchased upon exercise of an
      Option, shall lapse as to all such Shares, provided the proposed dissolution
      or
      liquidation takes place at the time and in the manner contemplated. To the
      extent it has not been previously exercised, an Option will terminate
      immediately prior to the consummation of such proposed action.




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(c)  Merger
      or
      Asset Sale. To the extent not previously exercised, each Option shall terminate
      immediately in the event of any reorganization, merger, consolidation or other
      form of corporate transaction in which the Company does not survive, unless
      the
      successor corporation, or a parent or subsidiary of such successor corporation,
      assumes the Option or substitutes an equivalent option or right. The
      Administrator shall give written notice of any proposed transaction referred
      to
      in this Section 12(c) a
      reasonable period of time prior to the closing date for such transaction (which
      notice may be given either before or after approval of such transaction), in
      order that Optionees may have a reasonable period of time prior to the closing
      date of such transaction within which to exercise any Options that then are
      exercisable (including any Options that may become exercisable upon the closing
      date of such transaction). An Optionee may condition his exercise of any Option
      upon the consummation of a transaction referred to in this
      Section 12(c) .
      For the
      purposes of this paragraph, the Option shall be considered assumed if, following
      the merger or sale of assets, the option or right confers the right to purchase
      or receive, for each Share of Optioned Stock subject to the Option immediately
      prior to the merger or sale of assets, the consideration (whether stock, cash,
      or other securities or property) received in the merger or sale of assets by
      holders of Common Stock for each Share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the type
      of
      consideration chosen by the holders of a majority or the outstanding Shares),
      provided, however, that if such consideration received in the merger or sale
      of
      assets is not solely common stock of the successor corporation or its Parent,
      the Administrator may, with the consent of the successor corporation, provide
      for the consideration to be received upon the exercise of the Option, for each
      Share of Optioned Stock subject to the Option, to be solely common stock of
      the
      successor corporation or its Parent equal in fair market value to the per Share
      consideration received by holders of Common Stock in the merger or sale of
      assets.




13.  TIME
      OF
      GRANTING AWARDS. The date of grant of an Award shall, for all purposes, be
      the
      date on which the Administrator makes the determination granting such Award,
      or
      such other date as is determined by the Administrator. Notice of the
      determination shall be given to each Grantee to whom an Award is so granted
      within a reasonable time after the date of such grant.




14.  AMENDMENT
      AND TERMINATION OF THE PLAN.




(a)  Amendment
      and Termination. The Board may at any time amend, alter, suspend, or terminate
      the Plan.




(b)  Stockholder
      Approval. The Board shall obtain stockholder approval of any Plan amendment
      to
      the extent necessary and desirable to comply with Applicable Laws.




(c)  Effect
      of
      Amendment or Termination. No amendment, alteration, suspension, or termination
      of the Plan shall impair the rights of any Grantee, unless mutually agreed
      otherwise between the Grantee and the Administrator, which agreement must be
      in
      writing and signed by the Grantee and the Company. Termination of the Plan
      shall
      not affect the Administrator’s ability to exercise the powers granted to it
      hereunder with respect to Awards granted under the Plan prior to the date of
      such termination.




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15.  CONDITIONS
      UPON ISSUANCE OF SHARES.




(a)  Legal
      Compliance. Shares shall not be issued pursuant to the exercise of an Option
      or
      an Award of Shares unless the grant of such Award, the exercise of such Option
      and the issuance and delivery of such Shares shall comply with Applicable Laws
      and shall be further subject to the approval of counsel for the Company with
      respect to such compliance.




(b)  Investment
      Representations. As a condition to the exercise of an Option, the Administrator
      may require the person exercising such Option to represent and warrant at the
      time of any such exercise that the Shares are being purchased only for
      investment and without any present intention to sell or distribute such Shares
      if, in the opinion of counsel for the Company, such a representation is
      required.




16.  INABILITY
      TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from
      any
      regulatory body having jurisdiction, which authority is deemed by the Company’s
      counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such Shares as to which such requisite authority shall not have been
      obtained.




17.  RESERVATION
      OF SHARES. The Company, during the term of this Plan, shall at all times reserve
      and keep available such number of Shares as shall be sufficient to satisfy
      the
      requirements of the Plan.




18.  STOCKHOLDER
      APPROVAL. The Plan, as amended and restated effective as of July 16, 2003,
      shall
      be subject to approval by the stockholders of the Company within twelve
      (12) months after the date the Plan, as so amended and restated, is adopted
      by the Board. Such stockholder approval shall be obtained in the degree and
      manner required under Applicable Laws.




19.  WITHHOLDING
      OR DEDUCTION FOR TAXES. If at any time specified herein for the making of any
      issuance or delivery of any Option or Award of Shares to any Grantee, any law
      or
      regulation of any governmental authority having jurisdiction in the premises
      shall require the Company to withhold, or to make any deduction for, any taxes
      or to take any other action in connection with the issuance or delivery then
      to
      be made, the issuance or delivery shall be deferred until the withholding or
      deduction shall have been provided for by such Grantee or beneficiary, or other
      appropriate action shall have been taken.




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20.  EXECUTION.




To
      record
      the adoption of the amended and restated Plan by the Board of Directors
      effective as of July 27, 2006, the Company has caused its authorized offer
      to
      execute the same.


US
                  DATAWORKS, INC.By
              /s/
                  Charles E. RameyCharles
                  E. RameyChief
                  Executive Officer




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