EXHIBIT 10.2

                           PAYMENT DATA SYSTEMS, INC.
                              AMENDED  AND  RESTATED
                         1999  NON-EMPLOYEE  DIRECTOR  PLAN


       1.     PURPOSE.  The  purpose of this Plan is to advance the interests of
Payment  Data  Systems, Inc., formerly billserv.com, Inc., and Billserv, Inc., a
Nevada  corporation  (the  "Company"),  by  providing an additional incentive to
attract  and  retain  qualified  and competent directors, upon whose efforts and
judgment  the  success  of  the  Company  is  largely  dependent,  through  the
encouragement  of  stock  ownership  in  the  Company  by  such  persons.

       2.     DEFINITIONS.  As  used  herein, the following terms shall have the
meaning  indicated:

       (a)    "Board" shall mean the Board of Directors of Payment Data Systems,
Inc.

       (b)    "Committee"  shall  mean  the  committee, if any, appointed by the
Board  pursuant  to  Section  12  hereof.

       (c)    "Date  of Grant" shall mean the date on which an Option is granted
to  an  Eligible  Person  pursuant  to  Section  4  or  Section  5  hereof.

       (d)    "Director"  shall  mean  a  member of the Board or a member of the
board  of  directors  of  a  Parent  on  the  date  of  adoption  of  the  Plan.

       (e)    "Eligible Person(s)" shall mean those persons who are Directors of
the  Company  or  a  Parent  and  who  are  not  employees  of  the Company or a
Subsidiary.

       (f)    "Fair  Market  Value" of a Share on any date of reference shall be
the  closing price on the business day immediately preceding such date. For this
purpose, the closing price of the Shares on any business day shall be (i) if the
Shares  are  listed  or  admitted  for  trading  on  any  United States national
securities  exchange,  the last reported sales price of Shares on such exchange,
as reported in any newspaper of general circulation, (ii) if actual transactions
in  the  Shares  are included in the Nasdaq National Market or are reported on a
consolidated  transaction  reporting  system, the closing price of the Shares on
such  system,  (iii) if Shares are otherwise quoted on the Nasdaq system, or any
similar  system of automated dissemination of quotations of securities prices in
common  use,  the mean between the closing high bid and low asked quotations for
such day of Shares on such system, and (iv) if none of clause (i), (ii) or (iii)
is applicable, the mean between the high bid and low asked quotations for Shares
as  reported  by the National Daily Quotation Service if at least two securities
dealers  have inserted both bid and asked quotations for Shares on at least five
(5)  of  the  ten  (10)  preceding  days.

       (g)    "Internal  Revenue Code" or "Code" shall mean the Internal Revenue
Code  of  1986,  as  it  now  exists  or  may  be  amended  from  time  to time.

       (h)    "Nonqualified  Stock  Option"  shall mean an option that is not an
incentive  stock  option as defined in Section 422 of the Internal Revenue Code.

       (i)    "Option"  shall  mean  any  option granted under Section 4 or 5 of
this  Plan.

       (j)    "Optionee"  shall mean a person to whom an Option is granted under
this  Plan  or  any  successor  to  the rights of such person under this Plan by
reason  of  the  death  of  such  person.

       (k)    "Parent" shall mean a parent corporation of the Company as defined
in  Section  424(c)  of  the  Code,  if  any.

       (l)    "Payment  Date"  shall have the meaning set forth in Section 2(a).

       (m)    "Plan"  shall mean this 1999 Non-Employee Director Plan of Payment
Data  Systems,  Inc.

       (n)    "Prior  Plan"  shall  mean  any  plan which may have been in place
prior  to  the  execution  of  this  plan.

       (o)    "Share(s)"  shall  mean  a  share  or  shares of the common stock,
($0.001  per  value,  of  the  Company.

       (p)    "Subsidiary" shall mean a subsidiary corporation of the Company as
defined  in  Section  424(f)  of  the  Code.

       3.     SHARES  AND  OPTIONS.  The  maximum  number of Shares to be issued
pursuant  to  Options under this Plan shall be One Million Five Hundred Thousand
(1,500,000)
Shares.  Shares issued pursuant to Options granted under this Plan may be issued
from  Shares  held  in  the  Company's  treasury or from authorized and unissued
Shares.  If  any  Option  granted under this Plan shall terminate, expire, or be
canceled  or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares. Any Option granted hereunder shall be a Nonqualified Stock
Option.

       4.     AUTOMATIC  GRANT  OF  OPTIONS.  (a) Options shall automatically be
granted  to  Directors  as  provided  in  this  Section  4. Each Option shall be
evidenced  by an option agreement (an "Option Agreement") and shall contain such
terms  as  are not inconsistent with this Plan or any applicable law. Any person
who files with the Committee, in a form satisfactory to the Committee, a written
waiver  of  eligibility  to  receive  any  Option  under  this Plan shall not be
eligible  to receive any Option under this Plan for the duration of such waiver.

       (b)    The  Options  automatically  granted  to Directors under this Plan
shall  be in addition to regular director's fees and other benefits with respect
to  the  Director's  position  with the Company or its Subsidiaries. Neither the
Plan  nor  any  Option  granted  under the Plan shall confer upon any person any
right  to  continue  to  serve  as  a  Director.

       (c)    No  Options  shall otherwise be granted hereunder, and neither the
Board  nor  the Committee, if any, shall have any discretion with respect to the
grant  of  Options  within  the  meaning  of  Rule  16b-3  promulgated under the
Securities  Exchange  Act  of  1934,  as  amended,  or  any  successor  rule.

       5.     OPTION PRICE. (a) The Option price per Share of any Option granted
pursuant  to  this  Plan  shall be one hundred percent (100%) of the Fair Market
Value  per  Share  on  the  Date  of  Grant.

       6.     EXERCISE  OF  OPTIONS.  Options may be exercised at any time after
the  date  on  which  the  Options, or any portion thereof, are vested until the
Option expires pursuant to Section 7. An Option shall be
deemed  exercised  when  (i)  the  Company  has  received written notice of such
exercise in accordance with the terms of the Option Agreement, (ii) full payment
of  the aggregate Option price of the Shares as to which the Option is exercised
has  been  made and (iii) arrangements that are satisfactory to the Committee in
its  sole discretion have been made for the Optionee's payment to the Company of
the  amount,  if  any,  that  the  Committee  determines to be necessary for the
Company  to  withhold  in accordance with applicable federal or state income tax
withholding  requirements. Pursuant to procedures approved by the Committee, tax
withholding  requirements,  at  the  option  of  an  Optionee,  may  be  met  by
withholding Shares otherwise deliverable to the Optionee upon the exercise of an
Option.  Unless  further  limited  by the Committee in any Option Agreement, the
Option  price  of any Shares purchased shall be paid solely in cash by certified
or  cashier's  check,  by  money  order,  with  Shares  (but with Shares only if
permitted by the Option Agreement or otherwise permitted by the Committee in its
sole  discretion  at  the  time  of  exercise) or by a combination of the above;
provided,  however,  that  the  Committee  in  its  sole discretion may accept a
personal  check  in full or partial payment of any Shares. If the exercise price
is  paid  in  whole  or in part with Shares, the value of the Shares surrendered
shall  be  their  Fair  Market  Value on the date the Shares are received by the
Company.

       7.     TERMINATION OF OPTION PERIOD. The unexercised portion of an Option
shall automatically and without notice terminate and become null and void at the
time  of  the  earliest  to  occur  of  the  following:

       (a)    one  (1)  year  after  the  date  that  an Optionee ceases to be a
Director  (including for this purpose a Director of a Parent) by reason of death
of  the  Optionee,  or;

       (b)    the  tenth  (10th) anniversary of the Date of Grant of the Option.

       8.     ADJUSTMENT  OF  SHARES.  (a)  If at any time while this Plan is in
effect  or  unexercised  Options are outstanding, there shall be any increase or
decrease  in the number of issued and outstanding Shares through the declaration
of  a  stock  dividend  or  through  any  recapitalization  resulting in a stock
split-up,  combination  or  exchange  of  Shares,  then  and  in  such  event:

       (i)    appropriate  adjustment  shall  be  made  in the maximum number of
Shares  then  subject  to  being  optioned  under  this  Plan,  so that the same
proportion  of  the Company's issued and outstanding Shares shall continue to be
subject  to  being  so  optioned;  and

       (ii)   appropriate  adjustment  shall be made in the number of Shares and
the  exercise price per Share thereof then subject to any outstanding Option, so
that  the  same  proportion of the Company's issued and outstanding Shares shall
remain  subject  to  purchase  at  the  same  aggregate  exercise  price.

              In  addition,  the  Committee  shall  make such adjustments in the
Option  price  and  the number of shares covered by outstanding Options that are
required to prevent dilution or enlargement of the rights of the holders of such
Options  that  would otherwise result from any reorganization, recapitalization,
stock  split,  stock  dividend,  combination  of  shares, merger, consolidation,
issuance  of  rights,  spin-off  or any other change in capital structure of the
Company.

       (b)    Except as otherwise expressly provided herein, the issuance by the
Company  of  shares of its capital stock of any class, or securities convertible
into  shares  of  capital stock of any class, either in connection with a direct
sale  or  upon the exercise of rights or warrants to subscribe therefor, or upon
conversion  of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be  made with respect to, the number of or exercise price of Shares then subject
to  outstanding  Options  granted  under  this  Plan.

       (c)    Without limiting the generality of the foregoing, the existence of
outstanding  Options  granted under this Plan shall not affect in any manner the
right  or  power  of the Company to make, authorize or consummate (i) any or all
adjustments,  recapitalizations,  reorganizations  or  other  changes  in  the
Company's capital structure or its business; (ii) any merger or consolidation of
the  Company; (iii) any issue by the Company of debt securities, or preferred or
preference  stock  that  would  rank  above  the  Shares  subject to outstanding
Options;  (iv)  the  dissolution  or  liquidation  of the Company; (v) any sale,
transfer  or  assignment  of  all  or  any part of the assets or business of the
Company;  or  (vi)  any  other corporate act or proceeding, whether of a similar
character  or  otherwise.

       9.     TRANSFERABILITY  OF  OPTIONS.  Each Option Agreement shall provide
that such Option shall not be transferable by the Optionee other than by will or
the  laws  of  descent  and  distribution  or  pursuant  to a qualified domestic
relations  order  and  that, so long as an Optionee lives, only such Optionee or
his  guardian  or  legal  representative  shall  have  the right to exercise the
related  Option.

       10.    ISSUANCE  OF SHARES. No person shall be, or have any of the rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject  to  an  Option  unless  and until certificates representing such Shares
shall  have  been  issued  and  delivered  to such person. As a condition of any
transfer of the certificate for Shares, the Committee may obtain such agreements
or  undertakings,  if  any,  as  it  may  deem  necessary or advisable to assure
compliance  with  any provision of this Plan, any Option Agreement or any law or
regulation,  including,  but  not  limited  to,  the  following:

       (i)    A  representation,  warranty  or  agreement by the Optionee to the
Company,  at  the  time any Option is exercised, that he or she is acquiring the
Shares  to be issued to him or her for investment and not with a view to, or for
sale  in  connection  with,  the  distribution  of  any  such  Shares;  and

       (ii)   A representation, warranty or agreement to be bound by any legends
that  are,  in  the opinion of the Committee, necessary or appropriate to comply
with  the  provisions  of  any  securities  law  deemed  by  the Committee to be
applicable  to  the  issuance  of  the  Shares  and  are endorsed upon the Share
certificates.

              Share  certificates  issued  to  an Optionee who is a party to any
stockholder agreement or a similar agreement shall bear the legends contained in
such  agreements.

       11.    ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by
a  stock option committee (the "Committee") consisting of not fewer than two (2)
members  of the Board; provided, however, that if no Committee is appointed, the
Board  shall  administer  this  Plan  and  in  such  case  all references to the
Committee  shall  be  deemed  to be references to the Board. The Committee shall
have all of the powers of the Board with respect to this Plan. Any member of the
Committee  may  be  removed at any time, with or without cause, by resolution of
the  Board,  and any vacancy occurring in the membership of the Committee may be
filled  by  appointment  by  the  Board.

       (b)    The  Committee, from time to time, may adopt rules and regulations
for  carrying  out  the  purposes  of  this  Plan.  The  determinations  and the
interpretation  and  construction of any provision of this Plan by the Committee
shall  be  final  and  conclusive.

       (c)    Any  and all decisions or determinations of the Committee shall be
made  either (i) by a majority vote of the members of the Committee at a meeting
or  (ii)  without a meeting by the written approval of a majority of the members
of  the  Committee.

       (d)    This  Plan  is  intended  and has been drafted to comply with Rule
16b-3, as amended, under the Securities Exchange Act of 1934, as amended. If any
provision  of  this  Plan does not comply with Rule 16b-3, as amended, this Plan
shall  be  automatically  amended  to  comply  with  Rule  16b-3,  as  amended.

       (e)    This  Plan  shall  not  be  amended  more  than once every six (6)
months,  other  than  to comport with applicable changes to the Internal Revenue
Code,  the  Employee  Retirement Income Security Act of 1974, as amended, or the
rules  thereunder.

       12.    INTERPRETATION.  (a) If any provision of this Plan is held invalid
for  any  reason, such holding shall not affect the remaining provisions hereof,
but instead this Plan shall be construed and enforced as if such provision never
been  included  in  this  Plan.

       (b)    THIS  PLAN  SHALL  BE  GOVERNED BY THE LAWS OF THE STATE OF NEVADA
EXCEPT TO THE EXTENT SUPERSEDED BY THE LAWS OF THE UNITED STATES OR THE PROPERTY
LAWS  OF  ANY  STATE.

       (c)    Headings contained in this Plan are for convenience only and shall
in  no  manner  be  construed  as  part  of  this  Plan.

       (d)    Any reference to the masculine, feminine or neuter gender shall be
a  reference  to  such  other  gender  as  is  appropriate.

       13.    SECTION  83(B) ELECTION. If as a result of exercising an Option an
Optionee  receives Shares that are subject to a "substantial risk of forfeiture"
and  are  not  "transferable" as those terms are defined for purposes of Section
83(a)  of the Code, then such Optionee may elect under Section 83(b) of the Code
to  include  in  his  gross income, for his taxable year in which the Shares are
transferred to such Optionee, the excess of the Fair Market Value of such Shares
at the time of transfer (determined without regard to any restriction other than
one  which  by its terms will never lapse), over the amount paid for the Shares.
If  the  Optionee makes the Section 83(b) election described above, the Optionee
shall  (i) make such election in a manner that is satisfactory to the Committee,
(ii)  provide  the Company with a copy of such election, (iii) agree to promptly
notify  the Company if any Internal Revenue Service or state tax agent, on audit
or  otherwise,  questions the validity or correctness of such election or of the
amount  of income reportable on account of such election, and (iv) agree to such
withholding  as  the  Committee  may reasonably require in its sole and absolute
discretion.

       14.    EFFECTIVE  DATE  AND  TERMINATION DATE. This Plan is adopted as of
January  4,  1999,  but  shall  only  become effective upon effectiveness of the
Company's  Registration  Statement  filed  under  the Securities Exchange Act of
1934, as amended. The effective date of any amendment to the Plan is the date on
which  the  Board adopted such amendment; provided, however, if this Plan is not
approved  by the stockholders of the Company within twelve (12) months after the
effective  date, then, in such event, this Plan and all Options granted pursuant
to this Plan shall be null and void. This Plan shall terminate on July 10, 2009,
and  any  Option  outstanding  on such date will remain outstanding until it has
either  expired  or  has  been  exercised.

                                    SIGNATURE

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.



                                                      Payment Data Systems, Inc.
                                                              (Registrant)
Date   December  29,  2005

                                                     /s/  Michael R.  Long
                                                              (Signature)
                                                          Michael R.  Long
                                                    Chief  Executive  Officer
                                                    and Chief Financial Officer