August 7, 2009

Dear Mr. Ramey:

Thank you for selecting Albeck Financial Services, Inc. (“Albeck”) and Randall J. Frapart (“Mr. Frapart”) to provide Chief Financial Officer services to US Dataworks, Inc. (the “Company”).  This letter agreement (this “Agreement”) states the terms and conditions pursuant to which Albeck and Mr. Frapart will provide such services to the Company.

1. Scope of the Engagement.   Albeck and Mr. Frapart will provide the personal services of Mr. Frapart in the role of the Chief Financial Officer (the “CFO”) of the Company.  In this capacity, Mr. Frapart will report to the Chief Executive Officer (the “CEO”) of the Company (and, from time to time, to the Company’s Board of Directors (the “Board”) and its committees), and, as directed by the CEO (and, from time to time, the Board and its committees), will perform those services typically performed by the CFO of a public company, including overseeing and directing the financial affairs of the Company, consistent with applicable corporate governance, legal and regulatory frameworks.  These areas of responsibility include but are not limited to (i) the Company’s accounting practices, (ii) the preparation of reports of financial information, (iii) the public disclosure of financial information (including the filing of required reports with the Securities and Exchange Commission (the “SEC”) and the certifications thereof), (iv) investor relations, (v) the direction of tax, budget, audit (internal and external) and cash management functions, (vi) liaison with and support of the Board’s Audit Committee, (vii) the financial planning, analysis and support of corporate strategic initiatives, and (viii) counsel and communication to, and cooperation with, other corporate executives, the Board, investors, bankers, customers, employees and contractors as directed from time to time by the Chief Executive Officer (and, from time to time, the Board and its committees).

2. Term.   The term of the engagement will be for a period of one year, beginning on July 15, 2009 (the “Effective Date”), notwithstanding the fact that this Agreement is being executed and delivered on a later date.  The term will automatically renew for successive one-year periods unless notice of non-renewal is given by either party in writing sixty days or more before the anniversary of the Effective Date.  The term is subject to earlier termination as stated in Sections 13 and 14 hereof.

3. Level of Effor t.  Mr. Frapart shall devote his full time, energies, interest, abilities, and productive efforts to the business of the Company. Mr. Frapart will perform his duties as the Company’s CFO in accordance with the reasonable standards expected of a CFO of a public company.  Except as may be approved by the Board in writing, Mr. Frapart shall not engage in any activity which conflicts or interferes with his performance of his duties hereunder. Notwithstanding the provisions of this Section 3, Mr. Frapart may, with the prior written consent of the Board, engage in civic, charitable, or educational activities; furthermore, he may serve as an officer of Albeck; provided that such service and activities do not, individually or in the aggregate, interfere with the performance of his duties under this Agreement; provided, however, that this level of effort shall be subject to paid holidays and paid time off applicable to Mr. Frapart’s services in a manner consistent with the Company’s policies applicable to other senior executives, and in no event less than twenty (20) days of paid time off per engagement year.

4. Fees, Expenses, Billing, and Payment.   The billing rate for Mr. Frapart’s CFO services under this Agreement shall be U.S. $180,000.00 annually, payable in 24 semi-monthly installments of $7,500.00 per installment in advance of each installment period.  The billing rate does not include reasonable out-of-pocket costs incurred by Mr. Frapart on the Company’s behalf or in furtherance of the Company business.  These reasonable out-of-pocket costs incurred will be added, under subsequent Albeck invoices, to the service amounts billed, and will be reimbursed by the Company on delivery of the applicable invoice to Company.

Payment is due promptly upon issuance of each invoice.  If payment of fees or costs become past due, Mr. Frapart and Albeck may suspend providing CFO services or may withdraw from the engagement.  An interest charge of one and one-half percent (1.5%) per month may be imposed on past due amounts (excluding interest charges themselves) starting fifteen (15) days after the date the Company receives the applicable invoice.

5. Stock Option Grant.   Pursuant to the terms that have been authorized by Board (or the Compensation Committee of the Board), effective as of the date hereof, Mr. Frapart will be granted a non-qualified stock option (the “Stock Option”) to purchase 400,000 shares of Company’s common stock at an exercise price equal to the fair market value at the time of grant as determined in accordance with the US Dataworks, Inc. Amended and Restated 2000 Stock Option Plan, as amended through the date hereof (the “Plan”).  The Stock Option will vest (i.e., become exercisable) on the earlier to occur of (i) July 15, 2010 or (ii) the date that Mr. Frapart becomes a full-time employee of the Company.  If prior to the date the Stock Option vests, this Agreement is terminated for any reason or either Albeck or the Company provides a non-renewal notice pursuant to Section 2 hereof, the Stock Option will be deemed forfeited and canceled as of the date of such event and will be of no further force or effect.  The Stock Option will be governed by the terms and conditions of the Plan and the applicable written stock option agreement, which terms and conditions will include (i) a prohibition on the transfer of the Stock Option except in certain limited circumstances and (ii) the vesting of the Stock Option upon an occurrence of a change of control of the Company as defined in and provided for therein.

Albeck and Mr. Frapart understand, acknowledge and agree that neither the grant of the Stock Option nor the issuance of the shares of the Company’s common stock pursuant to Mr. Frapart’s exercise of the Stock Option (the “Option Shares”) will be registered with the SEC, and, as a result, the Stock Option and the Option Shares will be considered “