Software Integration And Resale Agreement

Exhibit 10.2 Software Integration and Resale Agreement
Between
Hyundai Syscomm Corp.
And
US Dataworks, Inc.Dated December 29, 2006a9 2006 Hyundai Syscomm Corp. Software Integration and Resale Agreement with US Dataworks, Inc.
December 28, 2006, Page 1 of 11


This Software Integration and Resale Agreement (this " Agreement" ) is dated as of December ___, 2006, by and between Hyundai Syscomm Corp ., a California corporation with a place of business at 1065 East Hillsdale Boulevard, Suite 247, Foster City, California 94404 (" Hyundai" ), and US Dataworks, Inc. , a Nevada corporation with a place of business at 5301 Hollister Road, Suite 250, Houston, Texas 77040 (" UDW" ). WHEREAS, UDW and Hyundai are executing and delivering a Stock Purchase Agreement, dated as of the date hereof (the " Stock Purchase Agreement" ), and wish to assign the definitions of the capitalized terms defined in the Stock Purchase Agreement to those capitalized terms contained herein without express definition; and WHEREAS, Hyundai or an affiliate of Hyundai (" HYUNDAI" ) manufactures automated teller machines/teller-less kiosks (the " Machines" ); and WHEREAS, UDW has developed and owns proprietary payment processing software (the " UDW Software" ); and WHEREAS, UDW shall, at its own expense, integrate the UDW Software and such other software as Hyundai may identify (the " Other Software" ) with the Machines so that the Machines with the integrated UDW Software (the " Enhanced Machines" ) possess the increased functionality that HYUNDAI and UDW mutually agree upon, thereby increasing the resale value of the Enhanced Machines; and WHEREAS, the Parties shall put forth their respective best efforts to facilitate the resale by UDW, through HYUNDAI, of Machines and Enhanced Machines having an aggregate resale value of at least Twenty Five Million ($25,000,000)(such amount, the " Minimum Revenues" ) from customers in UDW Territory by March 31, 2008; and WHEREAS, UDW shall have the exclusive right to sell Enhanced Machines in the UDW Territory during the term of this Agreement; and WHEREAS, HYUNDAI shall arrange for the manufacture, transportation, warehousing and insurance and otherwise maintain title ownership over the Machines until they are to be resold by UDW in the UDW Territory, at which time, title in the Machines shall pass to UDW (as described herein); and WHEREAS, HUYNDAI will install the Machines and Enhanced Machines resold and/or leased by UDW in the UDW Territory and provide warranty and maintenance service for such Machines and Enhanced Machines; anda9 2006 Hyundai Syscomm Corp. Software Integration and Resale Agreement with US Dataworks, Inc.
December 28, 2006, Page 2 of 11


WHEREAS, UDW will provide maintenance for the UDW Software incorporated into Enhanced Machines; and WHEREAS, HYUNDAI shall have the exclusive right to sell and maintain Machines and Enhanced Machines in all countries of the world outside of UDW Territory (the " Hyundai Territory" ), with UDW providing maintenance support of the UDW Software for an agreed maintenance fee (to be determined); WHEREAS, in order to facilitate HYUNDAI' s ability to sell Enhanced Machines in the Hyundai Territory, HYUNDAI shall be permitted to set up new entities in each country in the Hyundai Territory that use the name Hyundai UDW or a name incorporating both such names. HYUNDAI shall be the sole owner of each such entity and HYUNDAI' s only obligation to UDW for incorporating UDW' s name into any such entity is, inter alia , to pay UDW a royalty (to be mutually agreed by the Parties at such date) for the use of UDW' s name, the incorporation of the UDW Software and the UDW transaction fee (where applicable) in the Enhanced Machines sold in the Hyundai Territory; and WHEREAS, in accordance with the Stock Purchase Agreement, UDW is issuing and delivering to Hyundai the Warrant; and WHEREAS, the Warrant will expire on the tenth (10 th ) anniversary of its date and cover a number of shares that will permit Hyundai to achieve and maintain a Thirty-Nine and Nine-Tenths Percent (39.9%) ownership interest in UDW Common Stock on the terms and subject to the conditions set forth in the Warrant; and WHEREAS, Hyundai and UDW have agreed to share the Gross Profits to be recognized by UDW from the sale of lease in the UDW Territory of Machines and Enhanced Machines; and WHEREAS, the formula UDW and Hyundai have agreed on provides UDW with Fifty Percent (50%) of Gross Profits and provides Hyundai with a credit for the remaining Fifty Percent (50%) of such Gross Profits; and WHEREAS, UDW and Hyundai have agreed that Hyundai may, at its election, take its proportion of the Gross Profits in the form of cash and/or Warrant Shares; and WHEREAS, the Warrant will vest and become exercisable, in accordance with its terms, as Hyundai is credited with its proportion of the Gross Profit; anda9 2006 Hyundai Syscomm Corp. Software Integration and Resale Agreement with US Dataworks, Inc.
December 28, 2006, Page 3 of 11


WHEREAS, in the event the Minimum Revenues are not recognized by UDW by March 31, 2008, Hyundai shall pay UDW a Minimum Revenues Adjustment (as such term is defined in Section 7.4 of the Stock Purchase Agreement) over and above the purchase price it paid for the Escrow Shares; NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants, and agreements contained herein, the adequacy and legal sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE 1
THE CLOSING 1.1 The Closing . The Closing will take place on the date of this Agreement (the " Closing Date" ). The Closing will be held by telephone, at which time the documents and instruments necessary or appropriate to effect the transactions contemplated herein to occur at the Closing will be exchanged by email or facsimile transmission, with original counterparts to follow by next business day courier delivery. 1.2 The Closing of the Related Transactions . The Transaction and the other Transaction Documents contemplated by the Stock Purchase Agreement will also be closing on the Closing Date except as otherwise provided in any other Transaction Document. ARTICLE 2
INTEGRATION OF THE UDW SOFTWARE 2.1 UDW Responsibilities . HYUNDAI shall make its engineers available for consultation with UDW and shall suggest the functionality to be added to the Machines with UDW Software and the Other Software. 2.2 Hyundai Responsibilities . As promptly as commercially reasonable after UDW and HYUNDAI shall have agreed on the functionality for the Enhanced Machines, UDW, at its own expense, shall integrate the UDW Software and the Other Software with the Machines to endow them with the functionality agreed upon to make them into Enhanced Machines. ARTICLE 3
RESALE OF THE ENHANCED MACHINES; GROSS PROFITS ALLOCATION 3.1 The UDW Territory . UDW shall have the exclusive right to resell and lease Machines and Enhanced Machines to customers in the UDW Territory. HYUNDAI shall refer all sales leads that come to its attention for actual and potential customers for Machines and Enhanced Machines in the UDW Territory to UDW.a9 2006 Hyundai Syscomm Corp. Software Integration and Resale Agreement with US Dataworks, Inc.
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3.2 The Hyundai Territory . HYUNDAI shall have the exclusive right to sell and lease Machines and Enhanced Machines to customers in the Hyundai Territory. UDW shall refer to UDW all sales leads that come to its attention for actual and potential customers for Machines and Enhanced Machines in the Hyundai Territory. (a) In order to facilitate HYUNDAI' s ability to sell Enhanced Machines in the Hyundai Territory, UDW hereby grants to HYUNDAI a paid up license to use the UDW name in connection with establishing new ...