**NOTE
      PURCHASE AGREEMENT**





THIS
      NOTE
      PURCHASE AGREEMENT (the “Agreement”) is made as of the 13 th day of
      August, 2008 by and between US DATAWORKS, INC., a Nevada corporation (the
“Company”), and signatories hereto (collectively, the “Investors” and
      individually, the “Investor”).




WHEREAS,
      the Company desires to issue and sell to the Investor, and the Investor desires
      to purchase from the Company, refinancing secured promissory notes of the
      Company, upon the terms and subject to the conditions set forth
      herein;




WHEREAS,
      the Refinancing Notes (as defined below) will rank senior to all outstanding
      and
      future indebtedness of the Company and its Subsidiaries to the extent required
      under the Refinancing Notes and will be secured by a perfected security
      interest, in all of the assets of the Company and the stock and assets of each
      of the Subsidiaries as evidenced by a Security Agreement, in the form attached
      hereto as Exhibit B (as
      amended, or modified from time to time in accordance with its terms, the
“Security Agreement”); and




WHEREAS,
      the Investors desire to appoint Charles E. Ramey as collateral agent with
      respect to the Collateral (as defined in the Security Agreement) (in such
      capacity, the “Collateral Agent”) pursuant to a Collateral Agency Agreement in
      the form attached hereto as Exhibit
      C (as
      amended or modified from time to time in accordance with its terms, the
“Collateral Agency Agreement”).




NOW,
      THEREFORE, the parties hereby agree as follows:




1.  Definitions .
      For
      purposes of this Agreement, the following terms shall have the following
      respective meanings:




(a)  “Affiliate”
      means, with respect to any entity, an affiliate of that entity as defined in
      Rule 12b-2 under The Securities Exchange Act of 1934, as amended to
      date.




(b)  “Closing”
      has the meaning specified in Section 2.2(a).




(c)  “Closing
      Date” has the meaning specified in Section 2.2(a) .




(d)  “Common
      Stock” shall mean the common stock, $0.0001 par value, of the
      Company.




(e)  “Company”
      has the meaning specified in the preamble to this Agreement.




(f)  “Financial
      Statements” has the meaning specified in Section 3.7 .




(g)  “Form
      10-KSB” has the meaning specified in Section 3.6 .




(h)  “Governmental
      Authority” **** means
      any
      court, agency, department or other instrumentality of any foreign, federal,
      state, county, city or other political subdivision.









(i)  “Investor”
      has the meaning specified in the preamble to this Agreement.




(j)  “Lien”
      means, with respect to any asset, any mortgage, pledge, security interest,
      encumbrance, lien or charge of any kind in respect of such asset.




(k)  “Material
      Adverse Effect” shall mean individually or collectively, a material adverse
      effect on, or a material adverse change in, or group of such effects on or
      changes in, (i) the business, financial condition, results of operations, assets
      or liabilities of the Company and its Subsidiaries, taken as a whole, or (ii)
      the ability of the Company to perform its obligations under or with respect
      to
      this Agreement or any Note.




(l)  “Refinancing
      Note” has the meaning specified in Section 2.1(a) .




(m)  “Person”
      means a corporation, an association, a partnership, a limited liability company,
      an individual, a joint venture, a joint stock company, a trust, an
      unincorporated organization or a government or an agency or a political
      subdivision thereof.




(n)  “Purchase
      Price” has the meaning specified in Section 2.1(a) .




(o)  “SEC”
has
      the meaning specified in Section 3.6 .




(p)  “Securities
      Act” means the Securities Act of 1933, as amended.




(q)  “Subsidiary”
      means, with respect to any entity, any other entity of which securities or
      other
      ownership interest having ordinary voting power to elect a majority of the
      board
      of directors or other persons performing similar functions are owned directly
      or
      indirectly by such entity.




(r)  “Voting
      Securities” means any securities of the Company having the ordinary power to
      vote, in the absence of contingencies, in the election of directors of the
      Company.




2.  Purchase
      and Sale of Notes .




2.1  Sale
      and Issuance of Notes .




(a)  Purchase
      and Sale of the Refinancing Notes .
      Subject
      to and upon the terms and conditions of this Agreement, at the Closing, the
      Company agrees to issue and sell to the Investors, and the Investors agree
      to
      purchase from the Company, refinancing senior secured promissory notes (each,
      a
“Refinancing Note” and collectively, the “Refinancing Notes”), in the aggregate
      principal amount set forth opposite each Investor’s name on the signature pages
      hereto (the “Purchase Price”). Each Purchaser shall pay the Purchase Price
      therefor in connection with the issuance of the Refinancing Notes and the
      Company’s repayment of the Senior Secured Convertible Notes due November 13,
      2010 (the “Original Notes”). The Refinancing Notes shall have a maturity date
      one (1) year from the date of their original issuance, shall be in substantially
      the form attached hereto as Exhibit
      A ,
      and
      subject to adjustment pursuant to, the terms of such Refinancing
      Note.




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2.2  Closing .




(a)  The
      closing of the purchase and sale of the Refinancing Notes (the “Closing”) shall
      take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 2475 Hanover
      Street, Palo Alto, California, at 10:00 a.m. local time, or at such other time
      and place as the Company and the Investors mutually agree upon. The Closing
      shall occur on such date (the “Closing Date”) that the Company.




3.  Representations,
      Warranties and Agreements of the Company .
      The
      Company hereby represents and warrants to, and agrees with, each Investor
      that:




3.1  Organization .
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada, has the corporate power and
      authority to own, lease and operate its properties and to carry on its business
      as currently conducted, and is duly qualified to transact business and is in
      good standing in each jurisdiction in which the conduct of its business or
      its
      ownership or leasing of property requires such qualification, except to the
      extent that the failure to be so qualified or be in good standing would not
      be
      reasonably expected to have a Material Adverse Effect. The Company has all
      requisite corporate power and authority to own, lease and operate its properties
      and to carry on its business as currently conducted.




3.2  Authorization .
      All
      corporate action on the part of the Company necessary for the authorization,
      execution and delivery of this Agreement and the Refinancing Note, the
      performance of all obligations of the Company hereunder and thereunder has
      been
      taken. This Agreement constitutes a legal, valid and binding agreement of the
      Company, enforceable against the Company in accordance with its terms, except
      for the effect of bankruptcy, insolvency, reorganization, moratorium and other
      similar laws relating to or affecting the rights of creditors generally and
      by
      equitable principles of general applicability.




3.3  Valid
      Issuance .
      When
      delivered to and paid for by the Investors in accordance with the terms of
      this
      Agreement, each Refinancing Note will be a valid and binding obligation of
      the
      Company, enforceable against the Company in accordance with its terms, except
      for the effect of bankruptcy, insolvency, reorganization, moratorium and other
      similar laws relating to or affecting the rights of creditors generally and
      by
      equitable principles of general applicability. Based in part upon the
      representations of the Investors in this Agreement, the Refinancing Notes will
      be issued in compliance with all applicable federal and state securities laws.




3.4  Non-Contravention .
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby and thereby will not (a) conflict with, or
      result in any breach or violation of the Certificate of Incorporation or the
      Bylaws of the Company or (b) conflict with or constitute a breach of, or default
      (or an event which with notice or lapse of time or both would become a default)
      under, or give to others any rights of termination, amendment, acceleration
      or
      cancellation of, or result in the creation of a Lien on any property or asset
      of
      the Company or any of its Subsidiaries pursuant to any contract, indenture,
      mortgage, loan agreement, note, lease or other instrument to which the Company
      or any of its Subsidiaries is a party or by which it or any of its properties
      may be bound, or (c) to the Company’s knowledge violate any law, administrative
      regulation or court decree, except in the case of clauses (b) and (c) for
      conflicts, breaches, defaults, violations or Liens which, either individually
      or
      in the aggregate, would not be reasonably expected to have a Material Adverse
      Effect.




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3.5  Governmental
      Consents .
      No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, any federal, state, or local
      governmental authority on the part of the Company is required in connection
      with
      the consummation of the transactions contemplated by this Agreement, except
      for
      such filings as may be required to be made pursuant to applicable federal or
      state securities laws, and except for such consents, approvals, authorizations
      or orders the absence of which, either individually or in the aggregate, would
      not be reasonably expected to have a Material Adverse Effect.




3.6  Litigation .
      Except
      as disclosed in the Company’s Annual Report on Form 10-KSB filed with the
      Securities and Exchange Commission (“SEC”) for the year ended March 31, 2008
      (the “Form 10-KSB”), or any other filings by the Company with the SEC, there is
      no action, suit or proceeding before or by any court or governmental agency
      or
      body, domestic or foreign, now pending, or, to the knowledge of the Company,
      threatened, against or adversely affecting the Company that would, if determined
      adversely to the Company, be reasonably expected to have a Material Adverse
      Effect.




3.7  SEC
      Filings and Financial Statements .
      The
      Company has previously made available to the Investors true and complete copies
      of the Form 10-KSB. The financial statements included in such reports are
      hereafter collectively referred to as the “Financial Statements.” Each of the
      balance sheets included in the Financial Statements (including any related
      notes
      and schedules) presents fairly the financial position of the Company as of
      its
      date, and the other financial statements included in the Financial Statements
      (including any related notes and schedules) present fairly the results of
      operations or other information included therein of the Company for the periods
      or as of the dates therein set forth (subject, in the case of interim financial
      statements, to changes resulting from audits and year-end adjustments), and
      each
      of the Financial Statements was prepared in accordance with generally accepted
      accounting principles consistently applied during the periods involved (except
      as otherwise stated therein and except, in the case of interim financial
      statements, to the extent they may not include footnotes or may be condensed
      or
      summary statements). None of the documents filed with the SEC and referred
      to in
      this Section 3.7 contained, as of its date, any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.




3.8  No
      Material Adverse Change .
      Since
      June 30, 2008, except as otherwise disclosed by the Company in writing to the
      Investors or as set forth in the Company’s SEC filings, in each case on or prior
      to the date hereof, (a) there has been no change or development that
      individually or in the aggregate would reasonably be expected to have a Material
      Adverse Effect, (b) there have been no material transactions entered into by
      the
      Company, and (c) there has been no dividend or distribution of any kind
      declared, paid or made by the Company on any class of its capital
      stock.




3.9  General
      Solicitation .
      Neither
      the Company nor any other person or entity authorized by the Company to act
      on
      its behalf has engaged in a general solicitation or general advertising (within
      the meaning of Regulation D of the Securities Act) of investors with respect
      to
      offers or sales of the Refinancing Notes.




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3.10  Indemnification .
      The
      Company agrees and undertakes to indemnify and hold harmless each Investor
      against and from all costs, losses, damages, actions, proceedings, claims,
      demands, liabilities, charges and expenses of whatsoever nature and howsoever
      (hereinafter, “Claims”) that the Investors may incur, suffer or sustain or have
      imposed on each Investor by reason of, arising in any way out of or in relation
      to the Original Notes, the Put Agreement dated November 13, 2007 (the “Put
      Agreement), the Refinancing Notes and this Agreement, but excluding any Claims
      resulting from an Investor’s gross negligence or willful misconduct, and shall
      pay to such Investor immediately upon first demand of the Investor such Claims
      as the Investor certifies to have occurred together with reasonable proof of
      the
      amount thereof (any such certificate being conclusive and binding on the parties
      hereto).




4.  Representations
      and Warranties of the Investors .
      Each
      Investor hereby represents and warrants to, and agrees with, the Company
      that:




4.1  [Reserved] .




4.2  Authorization .
      All
      action on the part of the Investors necessary for the authorization, execution
      and delivery of this Agreement and for the performance of all obligations of
      the
      Investors hereunder has been taken. This Agreement constitutes a legal, valid
      and binding agreement of the Investors, enforceable against each Investor in
      accordance with its terms, except for the effect of bankruptcy, insolvency,
      reorganization, moratorium and other similar laws relating to or affecting
      the
      rights of creditors generally and by equitable principles of general
      applicability.




4.3  Non-Contravention .
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby and thereby will not (a) conflict with, or
      result in any breach or violation of the Certificate of Incorporation or the
      Bylaws of the Investors or (b) conflict with or constitute a breach of, or
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, or result in the creation of a Lien on any
      property or asset of the Investors pursuant to any contract, indenture,
      mortgage, loan agreement, note, lease or other instrument to which the Investors
      or any of its Subsidiaries is a party or by which it or any of its properties
      may be bound, or (c) to the Investor’s knowledge violate any law, administrative
      regulation or court decree, except in the case of clauses (b) and (c) for
      conflicts, breaches, defaults, violations or Liens which, either individually
      or
      in the aggregate, would not be reasonably expected to materially and adversely
      impair or restrict the Investor’s ability to perform its obligations hereunder
      or to consummate the transactions contemplated hereby.




4.4  Purchase
      Entirely for Own Account .
      This
      Agreement is made with the Investors in reliance upon each Investor’s
      representation to the Company, which by each Investor’s execution of this
      Agreement the Investor hereby confirms, that each Refinancing Note will be
      acquired for investment for the Investor’s own account, not as a nominee or
      agent, and not with a view to the resale or distribution of any part thereof,
      and that the Investor has no present intention of selling, granting any
      participation in, or otherwise distributing the same. By executing this
      Agreement, each Investor further represents that the Investor does not have
      any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Refinancing Notes.




5




4.5  Restricted
      Securities .




(a)  Each
      Investor understands that each Refinancing Note, it is or may be purchasing
      are
      characterized as “restricted securities” under the federal securities laws
      inasmuch as they are being acquired from the Company in a transaction not
      involving a public offering and that under such laws and applicable regulations
      may be resold without registration under the Securities Act only in certain
      limited circumstances. In addition to the restrictions on transfer or assignment
      set forth in the Refinancing Notes, the Investor agrees that it will not sell
      or
      otherwise dispose of the Refinancing Note(s) unless such sale or other
      disposition has been registered or is exempt from registration under the
      Securities Act and has been registered or qualified or is exempt from
      registration or qualification under applicable state securities laws.




(b)  Legends .
      Each
      Investor understands and agrees that the Refinancing Note(s) may bear one or
      all
      of the following legend:




(i)  “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
      SECURITIES LAWS. IT MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED
      OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      UNDER SUCH ACT AND SUCH LAWS OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
      NOT
      SUBJECT TO, SUCH REGISTRATION AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY
      OF
      AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
      NOT
      REQUIRED. THE TRANSFER OF THIS SECURITY IS ALSO SUBJECT TO CERTAIN TRANSFER
      RESTRICTIONS CONTAINED IN THAT CERTAIN NOTE PURCHASE AGREEMENT, DATED AS OF
      AUGUST 13, 2008, BETWEEN THE COMPANY AND THE HOLDER.”




4.6  Investor
      Status .
      Each
      Investor certifies and represents to the Company that, as of the date hereof
      and
      at the time the Investor acquires any Refinancing Note, the Investor is and
      will
      be an “accredited investor” as defined in Rule 501 of Regulation D promulgated
      under the Securities Act. Each Investor’s financial condition is such that it is
      able to bear the risk of holding the Refinancing Notes for an indefinite period
      of time and the risk of loss of its entire investment. Each Investor has been
      afforded the opportunity to ask questions of and receive answers from the
      management of the Company concerning this investment and is able to evaluate
      the
      risks and merits of its investment in the Company.




5.  Conditions
      to Closing .




5.1  Conditions
      of the Investor’s Obligations at the Closing .
      The
      obligations of each Investor to purchase from the Company the Refinancing Notes
      and to consummate the transactions to be consummated at the Closing are subject
      to the fulfillment on or before the Closing of each of the following conditions,
      any of which may be waived in writing in whole or in part by the
      Investors:




6




(a)  The
      representations and warranties of the Company contained herein shall be true
      and
      correct on and as of the Closing Date with the same force and effect as though
      made on and as of the Closing Date (it being understood and agreed that, in
      the
      case of any representation and warranty of the Company contained herein that
      is
      made as of a specific date, such representation and warranty need be true and
      correct only as of such specific date and it being further understood and agreed
      that, in the case of any representation and warranty of the Company contained
      herein that is not hereinabove qualified by application thereto of a materiality
      standard, such representation and warranty need be true and correct only in
      all
      material respects in order to satisfy as to such representation and warranty
      the
      condition precedent set forth in the foregoing provision of this Section 5.1(a) ).




(b)  The
      Company shall have performed in all material respects all obligations,
      agreements, covenants and conditions herein required to be performed or observed
      by the Company on or prior to the Closing Date.




(c)  The
      Investors shall have received a certificate, dated the Closing Date, signed
      by
      an executive officer of the Company, certifying on behalf of the Company that
      the conditions specified in the foregoing Sections 5.1(a) and (b) have
      been fulfilled.




(d)  No
      order
      enjoining or restraining the transactions contemplated by this Agreement shall
      be in effect and no action or proceeding before any federal or state court
      or
      governmental agency or other regulatory or administrative agency or
      instrumentality shall have been instituted or pending that challenges the
      acquisition of, or payment for, the Refinancing Note by the Investor or
      otherwise seeks to restrain or prohibit consummation of the transactions
      contemplated by this Agreement or seeking to impose any material limitations
      on
      any provisions of this Agreement.




(e)  The
      Company and each Investor has executed the Security Agreement and the Collateral
      Agency Agreement, in substantially the forms attached as Exhibit B and Exhibit C hereto.




5.2  Conditions
      of the Company’s Obligations at the Closing .
      The
      obligations of the Company to issue and sell to the Investors the Refinancing
      Notes and to consummate the transactions to be consummated at the Closing are
      subject to the fulfillment on or before the Closing of each of the following
      conditions by the Investors, any of which may be waived in writing in whole
      or
      in part by the Company:




(a)  The
      representations and warranties of each Investor contained herein shall be true
      and correct on and as of the Closing Date with the same force and effect as
      though made on and as of the Closing Date (it being understood and agreed that,
      in the case of any representation and warranty of the Investor contained herein
      that is made as of a specific date, such representation and warranty need be
      true and correct only as of such specific date and it being further understood
      and agreed that, in the case of any representation and warranty of the Investors
      contained herein that is not hereinabove qualified by application thereto of
      a
      materiality standard, such representation and warranty need be true and correct
      only in all material respects in order to satisfy as to such representation
      and
      warranty the condition precedent set forth in the foregoing provision of this
      Section **** 5.2(a)).




7




(b)  The
      Investors shall have performed in all material respects all obligations,
      agreements, covenants and conditions herein required to be performed or observed
      by the Investors on or prior to the Closing Date.




(c)  The
      Company shall have received a certificate, dated the Closing Date, signed by
      each Investor, certifying that the conditions specified in the foregoing
      Sections 5.2(a) and (b) have
      been fulfilled.




(d)  No
      order
      enjoining or restraining the transactions contemplated by this Agreement shall
      be in effect and no action or proceeding before any federal or state court
      or
      governmental agency or other regulatory or administrative agency or
      instrumentality shall have been instituted or pending that challenges the
      acquisition of, or payment for, the Refinancing Notes by each Investor or
      otherwise seeks to restrain or prohibit consummation of the transactions
      contemplated by this Agreement or seeking to impose any material limitations
      on
      any provisions of this Agreement.




(e)  The
      Company and each Investor has executed the Security Agreement and the Collateral
      Agency Agreement, in substantially the forms attached as Exhibit B and Exhibit C hereto.




(f)  Each
      Investor shall have delivered to the Company the Purchase Price for the
      Refinancing Note specified in Section 2.1(a) by wire
      transfer in immediately available funds in accordance with the provisions of
      Section 2.2 .




6.  Miscellaneous .




6.1  Termination;
      Term of Agreement .




(a)  This
      Agreement may also be terminated by either party by written notice to the other
      party in the event that the Closing Date does not occur on or before five (5)
      business days from the date of this Agreement or such other date as the Company
      and the Investor shall mutually agree in writing.




(b)  Nothing
      herein shall relieve any party from liability for any breach
      hereof.




6.2  Public
      Announcements .
      Except
      as required by applicable law or regulations, the Company and the Investors
      shall jointly approve any public announcements relating to the transactions
      described herein or the relationship between the parties. Each party agrees
      to
      cooperate with the other in the preparation of any governmental filing relating
      to the transactions contemplated hereby.




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6.3  Successors
      and Assigns .
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement. Except as provided in Section 6.5 ,
      neither
      the Company nor the Investors shall assign this Agreement or any rights
      hereunder or delegate any duties hereunder without the prior written consent
      of
      the other (which consent may be withheld for any reason in the sole discretion
      of the party from whom consent is sought). The merger, consolidation,
      acquisition or sale of securities representing more than 50% of the voting
      power
      of a party to this agreement shall not be deemed an assignment requiring the
      consent of the other party.




6.4  Notices .
      Unless
      otherwise provided, any notice, request, demand or other communication required
      or permitted under this Agreement shall be given in writing and shall be deemed
      effectively given upon personal delivery to the party to be notified, or when
      sent by fax (with receipt confirmed), or overnight courier service, or upon
      deposit with the United States Post Office, by registered or certified mail,
      postage prepaid and addressed as follows (or at such other address as a party
      may designate by notice to the other):




If
      to the
      Company:




US
      Dataworks, Inc.


1
      Sugar
      Creek Center Blvd., 5 th Floor


Sugar
      Land, TX 77478


Attention:
      CEO


Fax:
      (800) 447-8029





with
      a
      copy to:




Pillsbury
      Winthrop Shaw Pittman LLP


2475
      Hanover Street


Palo
      Alto, CA 94304


Attention:
      Richard S. Bebb Esq.


Fax:
      (650) 233-4545




If
      to the
      Investors:




1
      Sugar
      Creek Center Blvd., 5 th Floor


Sugar
      Land, TX 77478


Attention:
      Charles E. Ramey and John L. Nicholson, M.D.


Fax:
      (800) 447-8029





6.5  Note
      Transfer Restrictions .
      The
      Investors agree that the Refinancing Note(s) may not be transferred or assigned
      by an Investor.




6.6  Survival .
      The
      representations and warranties made by the Company and the Investors herein,
      except as otherwise expressly provided herein, shall terminate upon the delivery
      to each Investor of the Refinancing Notes, as applicable, being purchased and
      the payment therefor.




9




6.7  Finders
      or Brokers .
      Each
      Investor represents that it has not engaged any investment banker, finder or
      broker, and neither is nor will be obligated for any finder’s fee or commission,
      in connection with the transactions contemplated hereby. The Company represents
      that it has not engaged any investment banker, finder or broker, and neither
      is
      nor will be obligated for any finder’s fee or commission, in connection with the
      transactions contemplated hereby. Each party agrees to indemnify and hold
      harmless the other from the liability for any fees, commissions and other
      payments (and the costs and expenses of defending against such liability or
      asserted liability) that may be owing as a result of such party’s breach of its
      representation made in this Section 6.7 .




6.8  Expenses .
      Each
      party hereto shall pay all of its own costs and expenses incurred in connection
      with the negotiation, preparation, execution, delivery and performance of this
      Agreement and the transactions contemplated herein, whether or not such
      transactions are consummated.




6.9  Waivers .
      The
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively) only with the
      written consent of the party against whom such waiver is sought to be enforced.
      No waiver by either party of any default with respect to any provision,
      condition or requirement hereof shall be deemed to be a continuing waiver in
      the
      future thereof or a waiver of any other provision, condition or requirement
      hereof; nor shall any delay or omission of either party to exercise any right
      hereunder in any manner impair the exercise of any such right accruing to it
      thereafter.




6.10  Severability .
      If one
      or more provisions of this Agreement are held to be unenforceable, invalid
      or
      void by a court of competent jurisdiction, such provision shall be excluded
      from
      this Agreement and the balance of this Agreement shall be interpreted as if
      such
      provision were so excluded and shall be enforceable in accordance with its
      terms.




6.11  Specific
      Enforcement .
      The
      Company and each Investor acknowledges and agrees that if any of the provisions
      of this Agreement were not performed in accordance with their specific terms
      or
      were otherwise breached, irreparable damage would occur and it would be
      extremely impracticable and difficult to measure damages. Accordingly, in
      addition to any other rights and remedies to which the parties may be entitled
      by law or equity, the parties shall be entitled to an injunction or injunctions
      to prevent or cure breached of the provisions of this agreement and to enforce
      specifically the terms and provisions hereof, and the parties expressly waive
      (i) the defense that a remedy in damages will be adequate and (ii) any
      requirement, in an action for specific performance, for the posting of a
      bond.




6.12  Entire
      Agreement; Amendments .




(a)  Except
      as
      otherwise provided herein, this Agreement contains the entire understanding
      of
      the parties with respect to the matters covered herein and supersedes all prior
      agreements and understandings, written or oral, between the parties relating
      to
      the subject matter hereof.




10




(b)  Any
      term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the Investors. Any amendment or waiver effected in accordance with this
      paragraph shall be binding upon each holder of any securities purchased under
      this Agreement at the time outstanding, each future holder of all such
      securities, and the Company.




6.13  Governing
      Law .
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York (irrespective of its choice of law principles).




6.14  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




6.15  Titles
      and Subtitles .
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this Agreement. Any
      reference in this Agreement to a statutory provision or rule or regulation
      promulgated thereunder shall be deemed to include any similar successor
      statutory provision or rule or regulation promulgated thereunder.




IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.


US
                  DATAWORKS, INC.By
              /s/
                  Mario VillarrealName
              Mario
                  VillarrealTitle
              President
                  and COO




11


CHARLES
                E. RAMEYPrincipal
                Amount: $708,500.00
            By
            /s/
                Charles E. RameyName
            Charles
                E. RameyTitle
            CEO







JOHN
                L. NICHOLSON, M.D.Principal
                Amount: $2,995,000
            By
            /s/
                John L. Nicholson, M.D.Name
            John
                L. Nicholson, M.D.Title







**Exhibit
      A**




**Form
      of Refinancing Secured Note**







**Exhibit
      B**




**Security
      Agreement**







**Exhibit
      C**





**Collateral
      Agency Agreement**