LOAN RESTRUCTURING
AGREEMENT





THIS LOAN RESTRUCTURING
AGREEMENT (this “Agreement”) is entered into this 9th day of February,
2010 by and among US Dataworks,
Inc.,a Nevada corporation (the “Company”), John L. Nicholson, M.D., a
Director of the Company (“Nicholson”), and Charles E. Ramey, the Chairman
and Chief Executive Officer of the Company (“Ramey”).  The Company,
Nicholson and Ramey are sometimes referred to collectively herein as the
“Parties” and individually as a “Party.”





WITNESSETH:





WHEREAS,
Nicholson previously loaned the Company $2,995,000 pursuant a secured refinance
note dated August 13, 2008 executed by the Company, as amended by those certain
Note Modification Agreements dated February 19, 2009 , May 20, 2009, June 26,
2009 and December 18, 2010 (the “Nicholson Refinance Note”); and





WHEREAS,
Ramey previously loaned the Company $708,500 pursuant to a secured refinance
note dated August 13, 2008 executed by the Company, as amended by those certain
Note Modification Agreements dated February 19, 2009 , May 20, 2009, June 26,
2009 and December 18, 2010 (the “Ramey Refinance Note” and collectively with the
Nicholson Refinance Note, the “Refinance Notes”); and





WHEREAS,
Ramey previously made an additional loan to the Company in the amount of
$500,000 pursuant to that certain 8.75% Promissory Note dated September 25, 2007
executed by the Company, as amended by those certain Note Modification
Agreements dated May 20, 2009 and June 26, 2009 (the “Second Ramey Note” and
collectively with the Refinance Notes, the “Insider Notes”); and





WHEREAS,
in connection with the execution and delivery of the Insider Notes, the Parties
entered into the following additional agreements (collectively with the Insider
Notes, the “Insider Loan Documents”):





That
certain Note Purchase Agreement dated August 13, 2008 (the “Note Purchase
Agreement”);





That
certain Security Agreement dated August 13, 2008 (the “Security
Agreement”);





That
certain Collateral Agency Agreement dated August 13, 2008 (the “Collateral
Agency Agreement”);





That
certain Reimbursement and Indemnity Agreement dated August 13, 2008 (the
“Reimbursement Agreement”);


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That
certain Common Stock Purchase Warrant dated effective as of June 26, 2009 issued
to Nicholson (the “Nicholson Warrant”); and





That
certain Common Stock Purchase Warrant dated effective as of June 26, 2009 issued
to Ramey (the “Ramey Warrant”); and





WHEREAS,
in connection with the Company entering into a term loan and revolving line
credit facility with Silicon Valley Bank (the “SVB Credit Facility”), the
Company has agreed to make certain principal payments on the Insider Notes from
the proceeds therefrom and the Company, Nicholson and Ramey have agreed to
restructure the loans represented by the Insider Notes, modify the Loan
Documents and enter into certain other agreements, all as provided
herein;





NOW,
THEREFORE, for and in consideration of the foregoing 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, Nicholson and Ramey hereby agree as follows:





1.      
    Modifications to the
Nicholson Refinance Note.  The following modifications to the
Nicholson Refinance Note are made and agreed to by the Company and Nicholson
effective as of the date hereof:





(a)          Principal
Balance.  Nicholson acknowledges receipt of principal payments
on the Nicholson Refinance Note made in January 2010 and on the date hereof
totaling $610,000, leaving the Nicholson Refinance Note with an outstanding
principal balance of $2,295,000 as of the date hereof.  As used in the
Nicholson Refinance Note, the term “Principal” shall mean $2,295,000 as further
reduced by additional principal payments, if any, made after the date hereof but
prior to the Maturity Date.





(b)          Maturity Date
Extended.  Section 1 of the Nicholson Refinance Note shall be
deleted in its entirety and replaced with the following:





“1.
            MATURITY.  On
      the Maturity Date, the Company shall pay to the Holder an amount in cash
      equal to the outstanding Principal plus any accrued and unpaid Interest
      through such date.  The “Maturity Date” shall be
      January 1, 2014 (the “Maturity Date”).  The Company may prepay
      any portion of the outstanding Principal prior to the Maturity Date
      without penalty.”





(c)          Interest Rate
Reduction.  Section 20(g) of the Nicholson Refinance Note shall
be deleted in its entirety and replaced with the following:





“(g)
            “Interest Rate” means (i)
      twelve percent (12%) per annum until the Principal is reduced to
      $1,905,000 or lower and (ii), as of the date the Principal is reduced to
      $1,905,000 or lower, ten percent (10%) per
  annum.”


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(d) Subordination
Legend.  The following legend is added to the front of the
Nicholson Refinance Note:





“THIS NOTE IS SUBJECT TO THE TERMS AND
PROVISIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED FREBRUARY 9, 2010
BETWEEN SILICON VALLEY BANK, JOHN L. NICHOLSON AND CHARLES E.
RAMEY.”





(e)           Amendments.  Section
8 of the Nicholson Refinance Note shall be deleted in its entirety and replaced
with the following:





“9.           AMENDMENTS.  The
terms and provisions of this Note may be amended by a written agreement signed
by the Company and the Holder.”





2.    
       Cancellation of Second Ramey
Note.  The Company and Ramey hereby acknowledge and agree that
the Second Ramey Note has an outstanding principal balance of $500,000 as of the
date hereof.  The Company and Ramey further agree that, effective as
of the date hereof, this outstanding principal amount shall be added to the
principal balance of the Ramey Refinance Note and the Second Ramey Note will be
cancelled and terminated and shall be of no further force or
effect.  The Company will promptly pay all accrued and unpaid interest
on the Second Ramey Note through the date hereof.  Ramey shall
promptly deliver to the Company the originally executed copy of the Second Ramey
Note (and any copies thereof) marked “paid in full.”





3.     
      Modifications to the Ramey
Refinance Note.  The following modifications to the Ramey
Refinance Note are made and agreed to by the Company and Ramey effective as of
the date hereof:





(a)          Principal
Balance.  Ramey acknowledges receipt of principal payments on
the Ramey Refinance Note made in January 20101 and on the date hereof totaling
$390,000, leaving the Ramey Refinance Note with an outstanding principal balance
of $797,245 as of the date hereof (after adding the principal balance of the
Second Ramey Note to the principal balance of the Ramey Refinance
Note).  As used in the Ramey Refinance Note, the term “Principal”
shall mean $797,245 as further reduced by additional principal payments, if any,
made after the date hereof but prior to the Maturity Date.





(b)          Maturity Date
Extended.  Section 1 of the Ramey Refinance Note shall be
deleted in its entirety and replaced with the following:





“1.
            MATURITY.  On
      the Maturity Date, the Company shall pay to the Holder an amount in cash
      equal to the outstanding Principal plus any accrued and unpaid Interest
      through such date.  The “Maturity Date” shall be
      January 1, 2014 (the “Maturity Date”).  The Company may prepay
      any portion of the outstanding Principal prior to the Maturity Date
      without penalty.”


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(c) Interest Rate
Reduction.  Section 20(g) of the Ramey Refinance Note shall be
deleted in its entirety and replaced with the following:





“(g)
            “Interest Rate” means ten
      percent (10%) per annum.”





(d)          Subordination
Legend.  The following legend is added to the front of the
Nicholson Refinance Note:





“THIS NOTE IS SUBJECT TO THE TERMS AND
PROVISIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED FREBRUARY 9, 2010
BETWEEN SILICON VALLEY BANK, JOHN L. NICHOLSON AND CHARLES E.
RAMEY.”





(e)          Amendments.  Section
8 of the Ramey Refinance Note shall be deleted in its entirety and replaced with
the following:





“9.           AMENDMENTS.  The
terms and provisions of this Note may be amended by a written agreement signed
by the Company and the Holder.”





4.      
     Modifications to the
Security Agreement.  The following modifications to the
Security Agreement are made and agreed to effective as of the date
hereof:





(a)          Subordination.  The
following new section will be added to the end of the Security
Agreement:





“SECTION
11.            Subordination.





This
Agreement shall be subject to that certain Subordination Agreement among Silicon
Valley Bank, John L. Nicholson and Charles E. Ramey dated February 9, 2010 (the
“Subordination Agreement”).  To the extent of a conflict between the
terms and provisions of this Agreement and the terms and provisions of the
Subordination Agreement, the terms and provisions of the Subordination Agreement
shall control.  Without limiting the generality of the foregoing and
notwithstanding any provisions of this Agreement to the contrary, (i) the
security interest granted pursuant to this Agreement shall be subordinate to the
security interest of Silicon Valley Bank and its successors as provided in the
Subordination Agreement and (B) the liens granted to Silicon Valley Bank and its
successors shall be deemed to be a “Permitted Lien.”





5.     
      Modifications to the
Collateral Agency Agreement.  The following modifications to
the Collateral Agency Agreement are made and agreed to effective as of the date
hereof:


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(a)          Subordination.  The
following new section will be added to the end of the Collateral Agency
Agreement:





“26.           Subordination.  This
Agreement shall be subject to that certain Subordination Agreement among Silicon
Valley Bank, John L. Nicholson and Charles E. Ramey dated February 9, 2010 (the
“Subordination Agreement”).  To the extent of a conflict between the
terms and provisions of this Agreement and the terms and provisions of the
Subordination Agreement, the terms and provisions of the Subordination Agreement
shall control.  Without limiting the generality of the foregoing and
notwithstanding any provisions of this Agreement to the contrary, (i) the
security interest granted pursuant to this Agreement shall be subordinate to the
security interest of Silicon Valley Bank and its successors as provided in the
Subordination Agreement and (B) the liens granted to Silicon Valley Bank and its
successors shall be deemed to be a “Permitted Lien.”





6.   
        Termination
of  the Reimbursment Agreement.  Ramey and Nicholson
hereby agree that, effective as of the date hereof, the Reimbursement Agreement
will be cancelled and terminated and shall be of no further force or
effect.





7.   
        Other Insider Loan
Documents.  The Parties hereby agree that the Note Purchase
Agreement, the Nicholson Warrant and the Ramey Warrant are not modified by this
Agreement and shall remain in full force and effect.





8.    
       Agreement to
Subordinate.  Nicholson and Ramey acknowledge that they have
entered into that certain Subordination Agreement among Silicon Valley Bank,
John L. Nicholson and Charles E. Ramey of even date herewith (the “Subordination
Agreement”).  Nicholson and Ramey further acknowledge and agree that
(i) each of the Insider Loan Documents are, and shall remain, subject to the
terms and provisions of the Subordination Agreement regardless of whether the
Refinance Notes are transferred and/or the rights under the Insider Loan
Documents are assigned to another party and (ii) to the extent of a conflict
between the terms and provisions of any of the Insider Loan Documents and the
terms and provisions of the Subordination Agreement, the terms and provisions of
the Subordination Agreement shall control.





9.     
      Additional Principal
Payments on the Refinance Notes.  In the event that the Company
makes any payments of principal on the Refinance Notes after the date hereof,
such principal payments shall be allocated as between the Nicholson Refinance
Note and the Ramey Refinance Note as follows:





For the
first $525,479 of total principal payments, the ratio will be 74.22% on the
Nicholson Refinance Note and 25.78% on the Ramey Refinance Note, for a total of
$390,000 on the Nicholson Refinance Note and $135,479 on the Ramey Refinance
Note; and


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Absent
written instructions from Nicholson and Ramey as to how such payments should be
applied, any additional principal payments will be applied to the Refinance
Notes pro rata based on the relative principal balances of the Refinance
Notes.




10.          Note Holder
Expenses.  The Company agrees to pay all costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by Ramey and/or
Nicholson in connection with preparing, amending, negotiating, defending and
enforcing this Agreement and the Insider Loan Documents until the Refinance
Notes are paid in full.





11.          Fees.





(a)           In
consideration of Nicholson’s agreements herein contained, the Company shall pay
an amendment fee to Nicholson in the amount of $60,000, such amount to be
payable as follows: $36,000 on the date hereof and $24,000 on or before June 30,
2010.  In addition, as additional consideration for Nicholson’s
agreements herein contained, the Company will issue to Nicholson five-year
warrants to acquire up to 1,484,358 shares of the Company’s common stock at an
exercise price of $0.43 per share, with such warrants to be in the same form and
subject to the same terms and provisions as the Nicholson Warrant, issuable as
follows: (i) warrants to acquire 1,113,269 shares of the Company’s common stock
issued on the date hereof and (ii) warrants to acquire 371,089 shares of the
Company’s common stock issued on on April 1, 2010 provided that as of such date
the Nicholson Refinance Note has not been paid in full.





(b)           In
consideration of Ramey’s agreements herein contained, the Company shall pay an
amendment fee to the Holder in the amount of $30,843, such amount to be payable
as follows: $18,506 on the date hereof and $12,337 on or before June 30,
2010.  In addition, as additional consideration for Ramey’s agreements
herein contained, the Company will issue to Ramey five-year warrants to acquire
up to 665,642 shares of the Company’s common stock at an exercise price of $0.43
per share, with such warrants to be in the same form and subject to the same
terms and conditions as the Ramey Warrant, issuable as follows: (i) warrants to
acquire 499,232 shares of the Company’s common stock issued on the date hereof
and (ii) warrants to acquire 166,410 shares of the Company’s common stock issued
on April 1, 2010 provided that as of such date the Ramey Refinance Note has not
been paid in full.





12.          Additional
Agreements.





(a)           The
Insider Loan Documents, as modified by this Agreement, shall remain in full
force and effect.





(b)           The
Parties 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.


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(c)           The
Parties 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.





(d)           This
Agreement, when executed by the Parties, shall be binding upon and inure to the
benefit of the Parties, and their respective heirs, executors, administrators,
personal representatives, successors and assigns.





(e)           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]


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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/s/ John L. Nicholson,
  M.D.John
      L. Nicholson, M.D./s/ Charles E. RameyCharles
      E. Ramey





JOINDER
SIGNATURES:





The
undersigned hereby executes this joinder signature page to this Agreement,
thereby indicating his consent to the changes and amendments to the Security
Agreement and the Collateral Agency Agreement contained in this
Agreement.





/s/ Charles E. RameyCharles
      E. Ramey, as Collateral Agent





The
undersigned hereby executes this joinder signature page to this Agreement,
thereby indicating her consent to the termination of the Reimbursement Agreement
contained in this Agreement.





Mary Jane NicholsonMary
      Jane Nicholson


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