exv10w1



 




Exhibit 10. 1








November 22, 2005




Mr. Mel Craw,

Cantara (Switzerland) SA

Portfolio Manager to Crescent International Ltd.

84 av. Louis-Casal

PO Box 161

CH – 1216 Cointrin / Geneva, Switzerland




Dear Mel:




     We are writing to confirm our agreement in principle reached via e-mail on November 1, 2005.
By execution of this letter agreement (this “Agreement”), US Dataworks, Inc.
(“UDW”) and Crescent International, Ltd. (“Crescent”) hereby agree, effective as of
the date hereof, as follows:



     1. UDW will pay Crescent $10,000 in cash as liquidated damages pursuant to Section 2(b) of
that certain Registration Rights Agreement dated June 16, 2005, among UDW and Crescent (the
“RRA”). Crescent hereby agrees that notwithstanding the provisions of Section 2(b) of the
RRA, UDW’s payment of $10,000 to Crescent will be in full satisfaction of any obligation to pay
liquidated damages in connection with UDW’s failure to notify Crescent of the effectiveness of the
Registration Statement (as defined in the RRA) pursuant to Section 2(a) thereof.



     2. UDW will sell to Crescent a common stock purchase warrant (“Warrant”) for a
consideration of $25,000, to purchase up to 650,000 shares of UDW common stock, par value $0.0001
per share (the “Common Stock”). The Warrant will be identical to the Long Term Warrant issued to
Crescent on June 16, 2005 except that the exercise price will be $0.59 per share. UDW agrees to
use its commercially reasonable efforts to (i) prepare and file with the Securities and Exchange
Commission (the “Commission”) a registration statement on such form as necessary to
register and qualify the shares of Common Stock underlying the Warrant, and (ii) cause such
registration statement to become effective in no event later than six (6) months from the date of
this Agreement.



     3. To facilitate the implementation of this agreement the above two amounts will be netted and
Crescent will wire the net amount of $15,000 ( $25,000 less $10,000) to UDW as per UDW’s wire
instructions.



 









 





     4. Crescent hereby consents to the transactions between UDW and Peter Simons as provided in
UDW’s Current Report on Form 8-K filed with the Commission on October 17, 2005 (the “Simons
Transaction”), and waives any and all rights it may have pursuant to that certain Securities
Purchase Agreement dated June 16, 2005 among UDW and Crescent (the “Securities Purchase
Agreement”) related to the Simons Transaction.



     5. This Agreement shall be governed by Section 5.9 of the Securities Purchase Agreement.



     6. This Agreement and the Transaction Documents (as defined in the Securities Purchase
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter
hereof and supersede any prior understanding, agreement or representation by or between the
parties, written or oral, to the extent they relate in any way to the subject matter hereof. This
Agreement may be executed in counterparts, each of which shall be deemed to be an original but all
of which together shall constitute a single instrument.



[Signature Page Follows]




 









 








     If the foregoing is acceptable to you, please so indicate by signing and returning a copy of
this Agreement to the undersigned.



	 	 	 	 	 
	 	Very truly yours,





US DATAWORKS, INC.

 	 
	 	By:  	/s/ John S. Reiland
 	 
	 	 	John S. Reiland 	 
	 	 	Chief Financial Officer 	 
	 


Agreed and accepted as of effective date set forth above.




	 	 	 	 	 
	 	 	CRESCENT INTERNATIONAL, LTD.
 	 
	 	 	 	 	 
	 	 	By:	 /s/ Mel Craw
 	 
	 	 	Name: 	Mel Craw
 	 
	 	 	Title:	Authorised Signatory
 	 
	 	 	 	 	 
	 	 	By:	  /s/ Maxi Brezzi
 	 
	 	 	 Name:	Maxi Brezzi
	 
	 	 	Title:	 Authorised Signatory