US DATAWORKS, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN

1.   ESTABLISHMENT AND PURPOSES OF THE PLAN. The Plan was adopted by the Board effective August 25, 2000, amended and restated on July 25, 2002, May 21, 2003 and July 16, 2003, amended on July 20, 2004 by Amendment No. 1, and most recently amended and restated on July 27, 2006. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Awards granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options or Restricted Shares, as determined by the Administrator at the time of grant.

2.   DEFINITIONS. As used herein, the following definitions shall apply:

(a)   “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b)   “Applicable Laws” means the requirements relating to the administration of stock plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other Country or Jurisdiction where Awards are granted under the Plan.

(c)   “Award” means any Option granted, or any award or sale of Shares, under the Plan.

(d)   “Board” means the Board of Directors of the Company, as constituted form time to time.

(e)   “Change in Control” means mean the occurrence of any of the following events:

(i)   A change in the composition of the Board of Directors occurs, as a result of which fewer than two-thirds of the incumbent directors are directors who either:

(A)   Had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

(B)   Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”);

(ii)   Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; 

(iii)   The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or

(iv)   The sale, transfer or other disposition of all or substantially all of the Company’s assets.

For purposes of subsections (e)(ii) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock.

(f)   “Class” means the three classes into which the member of the board are divided, Class I, Class II and Class III.

(g)   “Code” means the Internal Revenue Code of 1986, as amended.

(h)   “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

(i)   “Common Stock” means the Common Stock of the Company.

(j)   “Company” means US Dataworks, Inc., a Nevada corporation.

(k)   “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(l)   “Director” means a member of the Board of Directors of the Company.

(m)   “Disability” means total and permanent disability as defined in Section 22(e) (3) of the Code.

(n)   “Employee” means any persons, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider (defined below) shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For Purposes of Incentive Stock Options, no such leave may exceed three months, unless reemployment upon expiration of such a leave is guaranteed by statute or contract. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(o)   “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(p)   “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i)   If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the date on which the Award is granted, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)   If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the date on which the Award is granted; or

(iii)   In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(q)   “Grantee” means the Employee, Consultant or Outside Director who receives an Award granted pursuant to the Plan, including but not limited to Optionees.

(r)   “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(s)   “Nonstatutory Stock Option” means an Option not intended to quality as an Incentive Stock Option.

(t)   “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(u)   “Option” means a stock option granted pursuant to the Plan.

(v)   “Option Grant” means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Grant is subject to the terms and conditions of the Plan.

(w)   “Optioned Stock” means the Common Stock subject to an Option.

(x)   “Optionee” means the holder of an outstanding Option granted under the Plan.

(y)   “Outside Director” means a member of the Board of Directors of the Company who is not a common-law employee of the Company, a Parent or a Subsidiary.

(z)   “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa)   “Plan” means this 2000 Stock Option Plan of US Dataworks, Inc., as amended from time to time.

(bb)   “Restricted Share” means a Share awarded under the Plan.

(cc)   “Restricted Share Agreement” means the agreement between the Company and a Grantee who acquires Shares under the Plan (other than upon exercise of an Option) that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

(dd)   “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.

(ee)   “Service” means service as an Employee, Director or Consultant.

(ff)   “Service Provider” means an Employee, Director or Consultant.

(gg)   “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 below.

(hh)   “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.   STOCK SUBJECT TO THE PLAN. 

(a)   Basic Limitations. Subject to Section 12, the maximum aggregate number of Shares which may be subject to Awards granted under the Plan is seven million five hundred thousand (7,500,000) Shares, plus the additional Shares described in Section 3(b). The Shares may be authorized but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan.

(b)   Annual Increase in Shares. As of April 1 of each year, commencing with the year 2004, the aggregate number of Shares that may be issued with respect to Awards granted under the Plan shall automatically increase by a number equal to the lesser of (i) 500,000 Shares, (ii) 5% of the fully diluted outstanding shares of Common Stock of the Company on such date or (iii) a lesser amount determined by the Board. The aggregate number of Shares that may be issued under the Plan shall at all times be subject to adjustment pursuant to Section 12. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

4.   ADMINISTRATION OF THE PLAN.

(a)   Administrator. The Plan shall be administered by the Board or Committee appointed by the Board, which Committee shall consist of two or more directors of the Company. In addition, the composition of the Committee shall satisfy

(i)   such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and

(ii)   such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

(b)   Administrator for Non-Officer Grants. The Board may also appoint one or more separate Committees of the Board, each composed of one or more Directors who need not satisfy the requirements of Section 4(a), who may administer the Plan with respect to Employees who are not considered Officers or Directors under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such Awards. Within the limitations of the preceding sentence, any reference in the Plan to the Administrator shall include such Committee or Committees appointed pursuant to the preceding sentence.

(c)   Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i)   to determine the Fair Market Value;

(ii)   to select the Service Providers to whom Awards may from time to time be granted hereunder;

(iii)   to determine the number of Shares to be covered by each such Award granted hereunder;

(iv)   to approve forms of Option Grants and Restricted Share Agreements for use under the Plan;

(v)   to determine the terms and conditions of any Award granted hereunder. Such terms and conditions may include, but are not limited to, the exercise or purchase price, the time or times when Options may be exercised or Shares may become vested (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)   to amend or modify the terms of any outstanding Option Grant or Restricted Share Agreement, subject to applicable legal restrictions and to the consent of the Optionee or Grantee, as the case may be, who entered into such agreement.

(vii)   to determine whether and under what circumstances an Award may be settled in cash under Section 9(e) instead of Common Stock;

(viii)   to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix)   to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(x)   to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.

(d)   Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all persons.

5.   ELIGIBILITY.

(a)   General. Nonstatutory Stock Options and Awards of Shares may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. A Service Provider who has been granted an Award may, if otherwise eligible, be granted additional Awards.

(b)   Outside Directors. Any other provision of the Plan notwithstanding, the participation of Outside Directors in the Plan shall be subject to the following restrictions:

(i)   Outside Directors shall only be eligible for the grant of Nonstatutory Stock Options.

(ii)   On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring after August 31, 2004, each Outside Directors shall receive an Option to purchase 60,000 Shares, subject to adjustment under Section 12.

(iii)   On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring after August 31, 2004, each Outside Director who is elected to serve as a member of the Board thereafter shall receive an Option to purchase 100,000 Shares or a pro rata portion of 100,000 Shares if elected to serve for a term of less than three years, subject to adjustment under Section 12. Each Outside Director who is not elected at a regular annual meeting of the Company’s stockholders shall receive an Option to purchase a pro rata portion of 100,000 Shares within ten business days of his or her election or appointment based on the number of full months remaining from the date of election or appointment until the end of the Outside Director’s term divided by 36, 24 or 12, depending on the term of the class to which the Outside Director was elected or appointed. Any fractional share resulting from such calculation shall be rounded up to the nearest whole number.

(iv)   On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring after August 31, 2004, each Outside Director who will serve as Lead Director or Chairperson of the audit committee of the Board shall receive an Option to purchase 50,000 Shares subject to adjustment under Section 12; each Outside Director who will serve as Chairperson of a committee, other than the audit committee, shall receive an Option to purchase 30,000 Shares, subject to adjustment under Section 12; each Outside Director who will serve on a committee, other than the audit committee, of the Board in a capacity other than Chairperson shall receive an Option to purchase 10,000 Shares, subject to adjustment under Section 12; and each Outside Director who will serve on the audit committee of the Board in a capacity other than Chairperson shall receive an Option to purchase 15,000 Shares, subject to adjustment under Section 12. Each Outside Director who is not appointed immediately following a regular annual meeting of the Company’s stockholders shall receive an Option to purchase a pro rata portion of 50