EXHIBIT 10.4*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*This Schedule is issued pursuant to a License Agreement (the “Agreement”) betweenAmerican Express Travel Related Services Company, Inc. (“Amexco”) and the Licensor specifiedbelow, entered into on October 15, 1999 which Agreement shall be amended by this Schedule No. 1.In accordance with the provisions of the said Agreement and the provisions of this Schedule,Licensor will provide Licensee with the Products (as described in the Statement of Work, attachedto the Master Agreement for Consulting Services, dated June 3, 2005) in the number of copies andat the Installation Site(s) specified below. If any provision of the Agreement or a prior schedulecontradicts any provision of this Schedule, the provisions of this Schedule shall apply withrespect to the Products licensed pursuant to this Schedule.**Copiesof Products; Installation Sites**Licensor shall provide Amexco: (i) one copy of the Products for planning/testing in the testingenvironment (E1); (ii) one copy of the Products for planning/testing in the developmentenvironment (E2); (iii) one copy of the Products for planning/testing in the production system(E3); and, (iv) one copy of the Products, guaranteed, and as many additional copies of theProducts as Amexco may request, and Licensor consent to (such consent not to be unreasonablywithheld), for the purposes of planning/testing of Business Continuity Planning and DisasterRecovery (“BCP/DR”). Licensor shall provide planning/testing of E1, E2 and E3 as part of itsregular maintenance servicing of the Products and without additional charge to Amexco; however,any planning/testing of BCP/DR performed by Licensor shall not be deemed to be part of its regularmaintenance servicing of the Products and Licensor shall have the right to charge Amexco for suchplanning/testing at a rate to be mutually agreed upon by the parties. The aforementioned copies ofthe Products may be installed at any location (“Installation Site”) operated by Licensee, whollyowned subsidiary of Licensee and/or any Licensee outsourced partner, provided such outsourcerfirst executes a third party access agreement acceptable to Licensor.**Scheduled Delivery Date**The Products will be delivered by August 12, 2005.**Products**All Products are licensed for use by any Licensee, wholly owned subsidiary of Licensee and/oroutsourced Licensee partner location during the term of the license granted herein. The WarrantyPeriod shall extend until Amexco’s acceptance of the Products, pursuant to Article 3 of theAgreement.**Amendments to the Agreement**Section 5.3 of the Agreement shall be amended hereinafter to delete from the second line thephrase “affiliates, joint ventures or other parties” and replace it with “and affiliates”.Section 7.1 of the Agreement shall be amended hereinafter to add the following: “Amexco agrees toprovide USD with reasonable remote access so as to permit USD to correct and repair the Productsas contemplated in this Article 7.”The first line of Section 9.3 of the Agreement shall be amended hereinafter to replace “USDA’s”with “USD’s”.**Designated Computer**Any computer(s) owned by or leased to Licensee, wholly owned subsidiary of Licensee and/oroutsourced Licensee partner location executing a version of an operating system that is generallysupported by Licensor for the applicable Product(s) licensed herein.*Schedule Number 1 to Master LicenseAgreement Number: AEFA-10/4/99-KF-1*
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*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*   **Licensor**: US Dataworks, Inc.   **Licensee**: American Express Inc.   **License Term**: Ten (10) year term   **License Type**: Full-use Term License   **Installation**: Amexco, or its designee, and Licensor shall mutually install the Products.   **Acceptance Testing**: For purposes of Section 3.1 of the Agreement, acceptancetesting shall be deemed to commence upon the initiation of the testing of the Products at E3.   **Authorization Codes**: With the exception of Licensor’s CPU verification andexpiration date routines, Licensor warrants that it hastaken reasonable precautions to prevent the introductioninto the Products of any “viruses,” “time bombs,”“trojan horses,” and other intentionally disablingdevices (hereinafter “Disabling Devices”) and that tothe best of Licensor’s knowledge, the Products are freeof Disabling Devices.   **License Fees**:                         **Capture**          **Controller** **Payments** **Clearingworks** **Returns** **Total**Final & Firm Price $425,000  $680,000  $595,000  $680,000  $2,380,000 **License Fee Payment Schedule:**The License Fee for the Products shall be payable to Licensor according to the following schedule:(i) twenty-five percent (25%) of the total License Fee upon execution of this Schedule; (ii) thirtypercent (30%) of each Product’s License Fee upon Licensor’s installation of such Product at theInstallation Site; (iii) thirty percent (30%) of each Product’s License Fee upon Amexco’sacceptance of such Product (pursuant to Article 3 of the Agreement); and, (iv) the remainingfifteen percent (15%) of each Product’s License Fee upon the earlier to occur: (a) thirty (30)calendar days following Amexco’s acceptance of such Product, (b) one (1) calendar day followingactual production being run on such Product, or, (c) March 31, 2006.**LicenseRejection; Reimbursement:**At any time prior to the ninetieth (90th) calendar day following the Production Date (assuch term is defined herein), Amexco shall have the right to reject the Products and receive fromLicensor a full reimbursement of any License Fees actually paid to Licensor; provided, that Amexcocan*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*
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*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*describe, in writing and in reasonable detail: (i) how the Products substantially failed toperform/comply with the Specifications, Documentation and any other criteria and proceduresmutually agreed upon and set forth in the Statement of Work, attached to the Master Agreement forConsulting Services, dated June 3, 2005 (such writing hereinafter a “Rejection Notice”), and, (ii)how Licensor, upon receipt of the Rejection Notice and being given a reasonable period of time tocure thereafter (but in no instance less than 90 days following the following actual productionbeing run on the Product), has failed to get the Products to perform/comply with theSpecifications, Documentation and the Statement of Work and that Licensor’s continued efforts,over a reasonable period of time, would nonetheless be inadequate to cure to the satisfaction ofAmexco. For the purpose of this section, “Production Date” shall mean: (i) for both the***Clearingworks***(ARC and Check 21) and the ***Returns***(auto-return check) functionalities, that dateupon which the first production transaction is actually processed electronically (expected to be*via*(FAS)); and, (ii) for both the ***CaptureController*** and ***Payments***functionalities, that date uponwhich the first production lock box transaction is actually processed.Upon Amexco’s rejection of the Products and request for reimbursement, Licensor shall promptlyreimburse, without interest, all License Fees received from Amexco. Amexco shall promptly returnall Software and Documentation to Licensor, including, but not limited to, all discs, tapes,documentation or other physical embodiments of the Software and Documentation, and shall certifyto Licensor that it has not retained any copies of the Software and that it acknowledges that itmay no longer use the Software or Documentation. Amexco may only reject all of the Products, as awhole; it may not reject part of the Products and continue to license any other part of theProducts, unless otherwise agreed by the parties.**Maintenance Fees:**Maintenance Fees shall be invoiced annually, in advance, upon Amexco’s acceptance of theProducts pursuant to Article 3 of the Agreement and on each one-year anniversary thereafter.**Maintenance (24x7 Coverage):**     Year 1 $476,000 Year 2  423,640 Year 3  377,040 Year 4  335,565 Year 5  318,787 Year 6  302,848 Year 7  302,848 Year 8  302,848 Year 9  302,848 Year 10  302,848 *Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*
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*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1***Third Party Software Pass-through:**Amexco acknowledges that certain third party software solutions, specifically identified inAttachment 1 (“Third Party Software”), are integral to the functionality of the Products,though the license fees of such Third Party Software are not included in the License Fee,Maintenance Fee or Professional Services Fee. For avoidance of doubt, the parties acknowledge andagree that Amexco shall purchase the Third Party Software directly from the corresponding vendorand Amexco shall be solely responsible for the payment of all license fees directly to thecorresponding vendor.This Schedule is subject to the following special provisions:1. Licensee hereby agrees that the Product licensed herein shall only be used for Licensee’sinternal operations for processing its own or itscustomers’ data. Under no circumstance shall Licensee reverse compile, reverse assemble orotherwise reverse engineer such Products.Licensee may only grant access to the Products licensed pursuant to this Schedule to anemployee(s) of American Express Inc. and/or awholly owned subsidiary of American Express, Inc. (“Related Employee”) provided such RelatedEmployee(s) has first executed anagreement that commits such Related Employee(s) to conduct that would not violate Licensee’sobligations pursuant to the Agreementand this Schedule. 2. The products referenced in this Schedule shall be placed into Escrow per the terms of Article 6of the Agreement.   Licensor: Licensee:**US DATAWORKS, INC.** **AMERICAN EXPRESS INC.**   /s/ Terry E. Stepanik /s/ Kevin Park   Signature Signature   Terry E. Stepanik Kevin ParkName Name   President & COO Director, Global ProcurementTitle Title   7/6/05 7/22/05Date Date*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*Page 4 of 7
 

 
*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1***EXHIBIT A**DELIVERABLE ENCRYPTION INFORMATIONEncryption InformationIdentify each hardware and software component of each of the Products having encryptioncapability by its respective unbundled part number and level of encryption.            Level of Encryption (e.g Type (e.g. DES, BlowfishProduct Component(s) Unbundled Part Number 40 bit, 56 bit, 128 bit etc.) RC2, CAST etc.)                                                                                 *Schedule Number 1 to Master LicenseAgreement Number: AEFA-10/4/99-KF-1*Page 5 of 7
 

 
*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1***Export License Information**Indicate in connection witheach part number for each component the CommodityClassification or Export License or License Exception granted — for example, “Mass Market LicenseException, TSU” Or “License Exception, ENC” by the US Department of Commerce, Bureau of ExportAdministration, providing in each case the Export Control Classification Number (and Paragraph,if applicable), — and the date of the US DOC/BXA finding in each case.                 Export Control   Did you Did you Receive a License      Classification Number Did you Receive Receive an Exception ENC? Provide  Product Unbundled Card Paragraph, If a Commodity Export Applicable Regulation e.g., 15 USDOC/BXAComponent(s) Part Number Applicable Classification? License? CFR 742.15(b)(4) Date of Finding                                                                                                                                             **Licensor’s Contact**Identify Licensor’s export manager or contact responsible for filing or obtaining theexport licenses or license exceptions for the Products.             Name:           Address                 Telephone Number:           Email Address:          *Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*Page 6 of 7
 

 
*Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*Import License InformationIndicate in connection with each part number for each component whether any import licensewas applied for, granted or rejected, the name of the country granting the license, and whether or not the license extends toLicensor’s customers.             Product   Import License Import License   Indicate if License to  Compon Unbundled Date Applied Granted or License Number Import Extends to Country Grantingent(s) Part Number For Rejected Indicated SAP’s Customer? Import License                                                                                                                                             Identify your Company’s Web Site, if any, where information can be found relating to thetechnical specifications and export or import of the Products.             Name:           Address:                 Telephone Number:           Email Address:          *Schedule Number 1 to Master License Agreement Number: AEFA-10/4/99-KF-1*Page 7 of 7
 

 
**Attachment 1**