(a) On April 20, 2009, the Board of Directors (the "Board") of US Dataworks, Inc. (the "Company") approved the following new compensation plan for its outside directors, effective as of April 1, 2009:

1. Base Quarterly Cash Compensation

Each person serving as an outside director of the Company shall receive base compensation of $6,000 per calendar quarter, payable in cash (as a non-refundable retainer fee) on the first business day of each calendar quarter that such person is an outside director of the Company.

2. Base Quarterly Equity Compensation

Each person serving as an outside director of the Company shall receive additional base compensation equal to $825 per calendar quarter, payable in shares of the Company's common stock (as a non-refundable retainer fee) to be issued effective as of the first business day of each calendar quarter that such person is an outside director of the Company. Such common stock grants (which shall be fully vested on the date of grant), shall be made under and pursuant to the terms, provisions and conditions of the US Dataworks, Inc. Amended and Restated 2000 Stock Option Plan, as amended (and any successor plan thereto, the "Stock Plan), and shall be valued at the "fair market value" of such common stock as provided in the Stock Plan.

Note: As an example, if the fair market value of the Company's common stock on the effective date of the grant (as defined in the Stock Plan) is $1.00 per share, each outside director will receive 825 shares of common stock.

3. Additional Quarterly Equity Compensation

Each person serving as an outside director of the Company in the additional capacities specified below shall receive the following additional compensation per calendar quarter, payable in shares of the Company's common stock (as a non-refundable retainer fee) to be issued effective as of the first business day of each calendar quarter that such person is serving in such capacity. Such common stock grants (which shall be fully vested on the date of grant), shall be made under and pursuant to the terms, provisions and conditions of the Stock Plan, and shall be valued at the "fair market value" of such common stock as provided in the Stock Plan.

                 -Lead Director                            $ 450
                 -Chairman of the Audit Committee          $ 425
                 -Member of the Audit Committee            $ 125
                 -Chairman of the Nominating and
                  Corporate Governance Committee           $ 250
                 -Member of the Nominating and
                  Corporate Governance Committee           $ 100
                 -Chairman of the Compensation Committee   $ 250
                 -Member of the Compensation Committee     $ 100