EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           Payment Data Systems, Inc.

                              A NEVADA CORPORATION

                                   ARTICLE  1

                                    OFFICES

SECTION  1.  The  registered  office of this corporation shall be in the City of
Reno,  State  of  Nevada.

SECTION  2.  The  Corporation  may  also  have offices at such other places both
within  and  without the State of Nevada as the Board of Directors may from time
to  time  determine  or  the  business  of  the  corporation  may  require.

                                   ARTICLE  2

                            MEETINGS  OF  STOCKHOLDERS

SECTION  1.  All  annual  meetings  of  the  stockholders  shall  be held at the
registered  office  of  the corporation or at such other place within or without
the  State  of  Nevada as the Directors shall determine. Special meetings of the
stockholders  may  be held at such time and place within or without the State of
Nevada  as  shall  be stated in the notice of the meeting, or in a duly executed
waiver  of  notice  thereof.

SECTION 2.  Annual meetings of the stockholders shall be held on the anniversary
date  of  incorporation  each  year  if  not a legal holiday and, and if a legal
holiday, then on the next secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which the stockholders shall
elect  by  vote  a  Board  of  Directors and transact such other business as may
properly  be  brought  before  the  meeting.

SECTION  3.  Special  meetings of the stockholders, for any purpose or purposes,
unless  otherwise prescribed by statute or by the Articles of Incorporation, may
be  called  by  the  President  or  the Secretary, by resolution of the Board of
Directors  or  at  the  request  in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote. Such request shall state the purpose of the proposed meeting.

SECTION  4.  Notices of meetings shall be in writing and signed by the President
or  Vice-President  or  the Secretary or an Assistant Secretary or by such other
person  or persons as the Directors shall designate. Such notice shall state the
purpose  or purposes for which the meeting is called and the time and the place,
which  may  be  within  or without this State, where it is to be held. A copy of
such  notice shall be either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such meeting not less
than  ten  nor  more than sixty days before such meeting. If mailed, it shall be
directed  to  a stockholder at his address as it appears upon the records of the
corporation  and upon such mailing of any such notice, the service thereof shall
be  complete  and  the  time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such stockholder.
Personal  delivery  of  any  such  notice  to  an  officer of the corporation or
association, or to any member of a partnership shall constitute delivery of such
notice  to  such  corporation,  association  or partnership. In the event of the
transfer  of  stock after delivery of such notice of and prior to the holding of
the  meeting,  it  shall not be necessary to delivery or mail such notice of the
meeting  to  the  transferee.

SECTION  5.  Business  transactions at any special meeting of stockholders shall
be  limited  to  the  purpose  stated  in  the  notice.

SECTION  6.  The  holders  of a majority of the stock issued and outstanding and
entitled  to  vote  thereat,  present  in  person or represented by proxy, shall
constitute  a  quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise  provided  by  statute  or  by  the  Articles of
Incorporation.  If,  however, such quorum shall not be present or represented at
any  meeting  of  the  stockholders,  the stockholders entitled to vote thereat,
present  in  person  or  represented  by  proxy, shall have power to adjourn the
meeting  from  time  to  time,  without  notice  other than announcements at the
meeting,  until  a  quorum  shall be presented or represented. At such adjourned
meetings  at which a quorum shall be present or represented, any business may be
transacted  which  might  have  been  transacted  at  the  meeting as originally
notified.

SECTION  7.  When a quorum is present or represented at any meeting, the vote of
a  majority of the votes cast by the shares entitled to vote shall be sufficient
to  decide  any  question brought before such meeting other than the election of
Directors,  unless  the  question  is one upon which by express provision of the
statute  or  of the Articles of Incorporation, a different vote shall govern and
control  the  decision  of  such  question.  Unless  otherwise  provided  in the
Articles  of  Incorporation,  Directors  are elected by a plurality of the votes
cast  by  the  shares entitled to vote in the election at any meeting at which a
quorum  is  present.

SECTION  8.  Each  stockholder of record of the corporation shall be entitled at
each meeting of the stockholders to one vote for each share standing in his name
on  the  books  of the corporation. Upon the demand of any stockholder, the vote
for  Directors  and  the  vote  upon any question before the meeting shall be by
ballot.

SECTION  9.  At  any  meeting  of  the  stockholders  any  stockholder  may  be
represented  and  vote  by  a  proxy  or  proxies  appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more  persons  to  act  as  proxies,  a  majority of such persons present at the
meeting,  or,  if  only  one  shall be present, then that one shall have and may
exercise  all  the  powers conferred by such written instruction upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be voted at a meeting of the stockholders unless
it  shall have been filed with the Secretary of the meeting when required by the
inspectors  of  election.  All questions regarding the qualifications of voters,
the  validity  of  proxies  and the acceptance of or rejection of votes shall be
decided  by  the  inspectors  of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer at the meeting.

SECTION  10.  Any action which may be taken by the vote of the stockholders at a
meeting  may  be taken without a meeting if authorized by the written consent of
stockholders  holding  at  least  a  majority  of  the  voting power, unless the
provisions  of  the  statute  or the Articles of Incorporation require a greater
proportion  of  voting power to authorize such action in which case such greater
proportion  of  written  consents  shall  be  required.

                                   ARTICLE  3

                                   DIRECTORS

SECTION  1.  The  business  of  the corporation shall be managed by its Board of
Directors  which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or  by  these  Bylaws  directed  or  required  to  be  exercised  or done by the
stockholders.

SECTION 2.  The number of Directors which shall constitute the whole board shall
be  not  less than one and not more than eight. The number of Directors may from
time  to time be increased or decreased to not less than one nor more than eight
by  action  of  the  Board  of Directors. The Board of Directors shall be and is
divided  into three classes: Class I, Class II and Class III. No one class shall
have  more  than  one  director  more  than  any  other  class. If a fraction is
contained  in  the  quotient  arrived  at  by  dividing the designated number of
directors by three, then if such fraction is one third, the extra director shall
be  a  member  of  Class I, and if such fraction is two-thirds, one of the extra
directors shall be a member of Class I and one of the extra directors shall be a
member  of  Class  II, unless otherwise provided from time to time by resolution
adopted  by  the Board of Directors. Each director shall serve for a term ending
on  the  date  of  the third annual meeting of stockholders following the annual
meeting  of  stockholders at which such director was elected; provided that term
of  each  director  shall  be  subject  to the election and qualification of his
successor  and to his earlier death, resignation or removal. In the event of any
increase  or  decrease  in the authorized number of directors, (i) each director
then  serving  as such shall nevertheless continue as a director of the class of
which  he is a member for the full term of such class and (ii) the newly created
or  eliminated  directorships  resulting from such increase or decrease shall be
apportioned  by the Board of Directors among the three classes of a directors so
as  to  ensure  that no one class has more than one director more than any other
class.  To  the  extent  possible, consistent with the foregoing rule, any newly
created  directorships shall be added to those classes whose terms of office are
to  expire  at  the  latest  dates  following  such  allocation,  and  any newly
eliminated  directorships  shall be subtracted from those classes whose terms of
offices  are  to  expire at the earliest dates following such allocation, unless
otherwise  provided  from  time  to  time  by resolution adopted by the board of
directors.

SECTION  3.  Vacancies  in  the  Board of Directors including those caused by an
increase  in  the  number  of  Directors,  may  be  filled  by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected at
the  annual  or a special meeting of the stockholders. The holders of two-thirds
of the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called  for  such purpose or by a written statement filed with the Secretary or,
in  his  absence,  with  any  other  officer.  Such  removal  shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on  the  Board  of  Directors  resulting therefrom shall only be filled from the
stockholders.

A  vacancy  or  vacancies  on the Board of Directors shall be deemed to exist in
case  of  death,  resignation  or  removal of any Director, or if the authorized
number  of  Directors be increased, or if the stockholders fail at any annual or
special  meeting  of stockholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at the meeting.

The  stockholders  may  elect  a  Director  or Directors at any time to fill any
vacancy,  or  vacancies  not  filled by the Directors. If the Board of Directors
accepts  the resignation of a Director tendered to take effect at a future time,
the  Board  or  the  stockholders  shall have power to elect a successor to take
office  when  the  resignation  is  to  become  effective.

No  reduction  of  the  authorized  number of Directors shall have the effect of
removing  any  Director  prior  to  the  expiration  of  his  term  of  office.

                                   ARTICLE  4

                       MEETING  OF  THE  BOARD  OF  DIRECTORS

SECTION  1.  Regular  meetings  of  the  Board of Directors shall be held at any
place within or without the State which has been designated from time to time by
resolution  of  the  Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office  of the corporation. Special meetings of the Board may be held at a place
so  designated  or  at  the  registered  office.

SECTION  2.  The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the meeting of stockholders and at
the place thereof. No notice of such meeting shall be necessary to the Directors
in order legally to constitute the meeting, provided a quorum be present. In the
event  such  meeting  is  not  so held, the meeting may be held at such time and
place  as  shall  be  specified  in  a  notice given as hereinafter provided for
special  meetings  of  the  Board  of  Directors.

SECTION  3.  Regular meetings of the Board of Directors may be held without call
or notice at such time and at such place as shall from time to time be fixed and
determined  by  the  Board  of  Directors.

SECTION  4.  Special  meetings  of  the  Board of Directors may be called by the
Chairman  or  the  President  or  by the Vice-President or by any two Directors.

Written  notice  of  the  time  and place of special meetings shall be delivered
personally  to  each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the  meetings of the Directors are regularly held. In case such notice is mailed
or  telegraphed, it shall be deposited in the postal service or delivered to the
telegraph  company  at  least  forty-eight  (48)  hours prior to the time of the
holding  of  the meeting. In case such notice is delivered or faxed, it shall be
so  delivered  or faxed at least twenty-four (24) hours prior to the time of the
holding  of the meeting. Such mailing, telegraphing, delivery or faxing as above
provided  shall  be  due,  legal  and  personal  notice  of  such  Director.

SECTION  5.  Notice  of  the time and place of holding an adjourned meeting need
not  be  given  to  the  absent  Directors if the time and place be fixed at the
meeting  adjourned.

SECTION  6.  The  transaction of any meeting of the Board of Directors, however,
called,  and noticed or wherever held, shall be as valid as though transacted at
a  meeting  duly held after regular call and notice, if a quorum be present, and
if, either before or after such meeting, each of the Directors not present signs
a  written  waiver of notice, or a consent of holding such meeting, or approvals
of  the  minutes thereof. All such waivers, consents or approvals shall be filed
with  the  corporate  records  or  made  a  part  of the minutes of the meeting.

SECTION  7.  The  majority  of  the  authorized  number  of  Directors  shall be
necessary  to  constitute  a  quorum  for the transaction of business, except to
adjourn  as  hereinafter  provided.  Every  act  or  decision  done or made by a
majority  of  the  Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number  be  required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to  in  writing  by  all of the other members of the Board shall be as
valid  and  effective  in  all  respects  as  if  passed by the Board in regular
meeting.

SECTION  8.  A quorum of the Directors may adjourn any Directors meeting to meet
again  at  stated  day  and  hour;  provided,  however, that in the absence of a
quorum,  a  majority  of  the Directors present at any Directors meeting, either
regular  or  special, may adjourn from time to time until the time fixed for the
next  regular  meeting  of  the  Board.

                                   ARTICLE  5

                            COMMITTEES  OF  DIRECTORS

SECTION  1.  The  Board of Directors may, by resolution adopted by a majority of
the  whole  Board,  designate  one or more committees of the Board of Directors,
each  committee  to  consist  of two or more of the Directors of the corporation
which,  to  the  extent  provided  in the resolution, shall and may exercise the
power of the Board of Directors in the management of the business and affairs of
the  corporation  and may have power to authorize the seal of the corporation to
be  affixed  to  all  papers  which may require it. Such committee or committees
shall  have  such  name  or  names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not  disqualified  from  voting  may,  whether  or not they constitute a quorum,
unanimously  appoint  another  member  of  the  Board of Directors to act at the
meeting  in  the place of any absent or disqualified member. At meetings of such
committees,  a  majority  of  the members or alternate members at any meeting at
which  there  is  a  quorum  shall  be  the  act  of  the  committee.

SECTION  2.  The  committee  shall keep regular minutes of their proceedings and
report  the  same  to  the  Board  of  Directors.

SECTION  3.  Any  action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a  written consent thereto is signed by all members of the Board of Directors or
of  such  committee,  as the case may be, and such written consent is filed with
the  minutes  of  proceedings  of  the  Board  or  committee.

                                   ARTICLE  6

                           COMPENSATION  OF  DIRECTORS

SECTION  1.  The  Directors  may  be  paid  their expenses of attendance at each
meeting  of the Board of Directors and may be paid a fixed sum for attendance at
each  meeting  of the Board of Directors or a stated salary as Director. No such
payment  shall  preclude  any Director from serving the corporation in any other
capacity  and  receiving  compensation therefore. Members of special or standing
committees  may  be  allowed  like  reimbursement and compensation for attending
committee  meetings.

                                   ARTICLE  7

                                    NOTICES

SECTION  1.  Notices  to  Directors  and  stockholders  shall  be in writing and
delivered  personally  or  mailed  to  the  Directors  or  stockholders at their
addresses  appearing  on  the books of the corporation. Notices to Directors may
also  be  given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed  to  be  given  at  the  time  when  the  same  shall  be  mailed.

SECTION  2.  Whenever  all  parties  entitled to vote at any meeting, whether of
Directors  or  stockholders,  consent, either by a writing on the records of the
meeting  or  filed  with  the  Secretary, or by presence at such meeting or oral
consent  entered  on the minutes, or by taking part in the deliberations at such
meeting  without  objection,  the doings of such meeting shall be as valid as if
had  at a meeting regularly called and noticed, and at such meeting any business
may  be  transacted  which  is  not  excepted  from  the  written consent to the
consideration  of which no objection for want of notice is made at the time, and
if  any  meeting  be  irregular  for  want of notice or such consent, provided a
quorum  was  present  at  such  meeting,  the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived  by  a writing signed by all parties having the right to vote at
such  meeting;  and  such consent or approval of stockholders may be by proxy or
attorney,  but  all  such  proxies  and  powers  of attorney must be in writing.

SECTION  3.  Whenever  any  notice  whatever  is  required to be given under the
provisions  of the statute, of the Articles of Incorporation or of these Bylaws,
a  waiver  thereof  in writing, signed by the person or persons entitled to said
notice,  whether  before  or  after  the  time  stated  therein, shall de deemed
equivalent  thereto.

                                   ARTICLE  8

                                    OFFICERS

SECTION  1.  The  officers  of  the  corporation shall be chosen by the Board of
Directors  and shall be a President, a Secretary and a Treasurer. Any person may
hold  two  or  more  offices.

SECTION  2.  The  Board  of  Directors  at  its  first meeting after each annual
meeting  of  stockholders  shall  choose  a Chairman of the Board who shall be a
Director,  and  shall  choose  a President, a Secretary and a Treasurer, none of
whom  need  be  Directors.

SECTION  3.  The  Board  of  Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents  and  one or more Assistant Secretaries and Assistant Treasurers
and  such  other  officers  and agents as it shall deem necessary who shall hold
their  offices  for  such  terms and shall exercise such powers and perform such
duties  as  shall  be  determined  from  time to time by the Board of Directors.

SECTION  4.  The  salaries  and  compensation of all officers of the corporation
shall  be  fixed  by  the  Board  of  Directors.

SECTION 5.  The officers of the corporation shall hold office at the pleasure of
the  Board  of  Directors.  Any  officer  elected  or  appointed by the Board of
Directors  may  be  removed  any  time  by  the  Board of Directors. Any vacancy
occurring  in  any  office  of the corporation by death, resignation, removal or
otherwise  shall  be  filled  by  the  Board  of  Directors.

SECTION  6.  The  CHAIRMAN  OF  THE  BOARD  shall  preside  at  meetings  of the
stockholders  and  the  Board  of  Directors,  and shall see that all orders and
resolutions  of  the  Board  of  Directors  are  carried  into  effect.

SECTION  7.  The  VICE-CHAIRMAN  shall,  in  the  absence  or  disability of the
Chairman  of  the  Board,  perform  the  duties  and  exercise the powers of the
Chairman  of  the  Board  and  shall  perform  such other duties as the Board of
Directors  may  from  time  to  time  prescribe.

SECTION  8.  The  PRESIDENT  shall  be  the  chief  executive  officer  of  the
corporation and shall have active management of the business of the corporation.
He  shall  execute  on  behalf of the corporation all instruments requiring such
execution  except  to  the  extent  the  signing  and execution thereof shall be
expressly designated by the Board of Directors to some other officer or agent of
the  corporation.

SECTION  9.  The  VICE-PRESIDENTS shall act under the direction of the President
and  in  absence  or  disability  of  the President shall perform the duties and
exercise  the  powers of the President. They shall perform such other duties and
have  such other powers as the President or the Board of Directors may from time
to  time  prescribe.  The Board of Directors may designate one or more Executive
Vice-Presidents  or  my  otherwise  specify  the  order  of  seniority  of  the
Vice-Presidents.  The  duties  and  powers of the President shall descend to the
Vice-Presidents  in  such  specified  order  of  seniority.

SECTION  10.  The  SECRETARY  shall  act  under  the direction of the President.
Subject  to  the  direction of the President he shall attend all meetings of the
Board  of  Directors  and  all  meetings  of  the  stockholders  and  record the
proceedings.  He  shall  perform  like  duties  for the standing committees when
required.  He  shall  give,  or cause to be given, notice of all meetings of the
stockholders  and  special  meetings of the Board of Directors, and will perform
other  such  duties  as  may  be  prescribed  by  the  President or the Board of
Directors.

SECTION  11.  The  ASSISTANT  SECRETARY  shall  act  under  the direction of the
President.  In  order  of  their  seniority,  unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall  perform  other  such  duties  and  have  such  other powers as the as the
President  and  the  Board  of  Directors  may  from  time  to  time  prescribe.

SECTION  12.  The  TREASURER  shall  act  under  the direction of the President.
Subject to the direction of the President he shall have custody of the corporate
funds  and  securities and shall keep full and accurate accounts of receipts and
disbursement  in  books belonging to the corporation and shall deposit all money
and  other  valuable effects in the name and to the credit of the corporation in
such  depositories  as  may  be  designated  by the Board of Directors. He shall
disburse  the funds of the corporation as may be ordered by the President or the
Board  of  Directors,  taking  proper vouchers for such disbursements, and shall
render  to the President and the Board of Directors, at its regular meetings, or
when  the  Board  of Directors so requires, an account of all his transitions as
Treasurer  and  of  the  financial  condition  of  the  corporation.

If  required by the Board of Directors, the Treasurer shall give the corporation
a bond in such sum and with such surety as shall be satisfactory to the Board of
Directors  for  the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
corporation.

SECTION  13.  The  ASSISTANT  TREASURERS  in  order  of  their seniority, unless
otherwise  determined  by the President or the Board of Directors, shall, in the
absence  or  disability  of  the  Treasurer, perform the duties and exercise the
powers  of  the  Treasurer.  They  shall perform such other duties and have such
other  powers  as  the President or the Board of Directors may from time to time
prescribe.

                                   ARTICLE  9

                             CERTIFICATES  OF  STOCK

SECTION  1.  Every stockholder shall be entitled to have a certificate signed by
the  President  or a Vice-President and the Treasurer or an Assistant Treasurer,
or  the  Secretary  or an Assistant Secretary of the corporation, certifying the
number  of  shares  owned by him in the corporation. If the corporation shall be
authorized  to issue more than one class of stock or more that one series of any
class,  the  designations,  preferences and relative, participating, optional or
other  special  rights of the various classes of stock or series thereof and the
qualifications,  limitations  or restrictions of such rights, shall be set forth
in  full  or  summarized  on  the  face  or  back  of  the certificate which the
corporation  shall  issue  to  represent  such  stock.

SECTION  2.  If  a  certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its  employees,  the  signatures  of  the  officers  of  the  corporation may be
facsimiles.  In  case  any  officer who has signed or whose facsimile signatures
have  been  placed upon a certificate shall cease to be such officer before such
certificate  is  issued,  such certificate may be issued with the same effect as
though  the  person  had  not  ceased  to  be  such  officer.  The  seal  of the
corporation,  or  a  facsimile  thereof,  may,  but  need  not  be,  affixed  to
certificates  of  stock.

SECTION  3.  The Board of Directors may direct a new certificate or certificates
to  be  issued in place of any certificate or certificates theretofore issued by
the  corporation  alleged  to  have  been  lost  or  destroyed upon making of an
affidavit  of  that  fact  by the person claiming the certificate of stock to be
lost  or  destroyed.  When  authorizing  such  issue  of  a  new  certificate or
certificates,  the  Board of Directors may, in its discretion and as a condition
precedent  to  the issuance thereof, require the owner of such lost or destroyed
certificate  or certificates, or his legal representative, to advertise the same
in  such  manner  as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation  with  respect  to  the  certificate  alleged  to  have been lost or
destroyed.

SECTION  4.  Upon  surrender  to  the  corporation  or the transfer agent of the
corporation  of  a certificate for shares duly endorsed or accompanied by proper
evidence  of  succession,  assignment  or authority to transfer, it shall be the
duty  of the corporation, if it is satisfied that all provisions of the laws and
regulations  applicable  to  the corporation regarding transfer and ownership of
shares  have  been  complied  with,  to  issue  a  new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

SECTION 5.  The Board of Directors may fix in advance a date not exceeding sixty
(60)  days  nor  less  than  ten  (10) days preceding the date of any meeting of
stockholders,  or  the  date  of the payment of any dividend, or the date of the
allotment  of  rights,  or the date when any change or conversion or exchange of
capital  stock  shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the  stockholders entitled to notice of and to vote at any such meeting, and any
adjournment  thereof, or entitled to receive payment of any such dividend, or to
give  such  consent,  and  in  the  such  case, such stockholders, and only such
stockholders  as  shall be stockholders or record on the date so fixed, shall be
entitled  to  notice of and to vote as such meeting, or any adjournment thereof,
or  to receive such payment of dividend, or to receive such allotment of rights,
or  to  exercise  such  rights,  or  to  give  such consent, as the case may be,
notwithstanding  any transfer of any stock on the books of the corporation after
such  record  date  fixed  as  aforesaid.

SECTION 6.  The corporation shall be entitled to recognize the person registered
on  its  books  as  the  owner  of  the  share to be the exclusive owner for all
purposes  including voting and dividends, and the corporation shall not be bound
to  recognize  any  equitable  or  other  claims to or interest in such share or
shares  on the part of any other person, whether or not it shall have express or
other  notice  thereof,  except  as  otherwise  provided  by the laws of Nevada.

                                   ARTICLE  10

                               GENERAL  PROVISIONS

SECTION  1.  Dividends upon the capital stock of the corporation, subject to the
provisions  of  the  Articles  of  Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may  be  paid in cash, in property or in shares of the capital stock, subject to
the  provisions  of  the  Articles  of  Incorporation.

SECTION  2.  Before  payment  of any dividend, there may be set aside out of any
funds  of  the  corporation  available  for  dividends  such  sum or sums as the
Directors  from  time  to  time, in their absolute discretion, think proper as a
reserve  or  reserves  to meet contingencies, or for equalizing dividends or for
repairing  and  maintaining  any  property of the corporation, or for such other
purpose  as  the  Directors  shall  think  conducive  to  the  interests  of the
corporation,  and  the  Directors  may modify or abolish any such reserve in the
manner  in  which  it  was  created.

SECTION  3.  All  checks or demands for money and notes of the corporation shall
be  signed  by  such  officer or officers or such other person or persons as the
Board  of  Directors  may  from  time  to  time  designate.

SECTION  4.  The  fiscal year of the corporation shall be fixed by resolution of
the  Board  of  Directors.

SECTION 5.  The corporation may or may not have a corporate seal, as may be from
time  to time determined by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile  thereof  to  be  impressed  or  affixed  or in any manner reproduced.

                                   ARTICLE  11

                                INDEMNIFICATION

     Every  person  who was or is a party or is threatened to be made a party to
or  is  involved  in  any  action,  suit or proceeding, whether civil, criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom  he  is  the  legal  representative  is or was a Director or officer of the
corporation  or  is  or was serving at the request of the corporation or for its
benefit  as  a  Director  or  officer  of  another  corporation,  or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible extent under
the general Corporation Law of the State of Nevada from time to time against all
expenses,  liability  and  loss  (including attorney's fees, judgment, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  therewith.  The  expenses  of officers and Directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director  or  officer  to  repay  the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such  right of indemnification shall be a contract right which may
be  enforced in any manner desired by such person. Such right of indemnification
shall  not  be  exclusive  of  any other right which such Directors, officers or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality  of such statement, they shall be entitled to their respective rights
of  indemnification  under any bylaw, agreement, vote of stockholders, provision
of  law  or  otherwise,  as  well  as  their  rights  under  this  Article.

The  Board  of  Directors  may  cause  the  corporation to purchase and maintain
insurance  on  behalf  of  any person who is or was a Director or officer of the
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
Director  or  officer  of  another  corporation,  or  as its representative in a
partnership,  joint  venture,  trust  or  other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such  status,  whether  or not the corporation would have the power to indemnify
such  person.

The  Board  of Directors may from time to time adopt further Bylaws with respect
to  indemnification  and amend these and such Bylaws to provide at all times the
fullest indemnification permitted by the General Corporation Law of the State of
Nevada.

                                   ARTICLE  12

                                   AMENDMENTS

SECTION 1.  The Bylaws may be amended by a majority vote of all the stock issued
and  outstanding  and  entitled  to vote at any annual or special meeting of the
stockholders, provided notice of intention to amend shall have been contained in
the  notice  of  the  meeting.

SECTION  2.  The Board of Directors by a majority vote of the whole Board at any
meeting  may  amend  these Bylaws, including Bylaws adopted by the stockholders,
but  the  stockholders  may  from time to time specify particulars of the Bylaws
which  shall  not  be  amended  by  the  Board  of  Directors.

APPROVED  AND  ADOPTED  March  27,  2006.

                          CERTIFICATE  OF  THE  SECRETARY

I,  Louis  A.  Hoch,  hereby  certify  that  I  am the Secretary of Payment Data
Systems,  Inc.,  and the foregoing Bylaws, consisting of 8 pages, constitute the
code of Bylaws of this company as duly adopted at a regular meeting of the Board
of  Directors  of  the  corporation  held  on  March  27,  2006.

IN  WITNESS  WHEREOF,  I  have  hereunto  subscribed  my name on March 27, 2006.

/s/  Louis  A.  Hoch
--------------------
Secretary