EXHIBIT 10.1

                   TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT

     THIS  TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT ("Agreement"), effective
as  of  14, November, 2005, is by and among Payment Data Systems, Inc., a Nevada
corporation,  and  Bills.com,  Inc.,  a  Delaware  corporation,  each  having  a
principal  place  of  business  at  12500  San  Pedro,  San Antonio, Texas 78216
(hereinafter together referred as "Seller") and Alivio Holdings, LLC, a Delaware
limited  liability  company,  having a principal place of business at 1875 South
Grant  Street, Suite 400, San Mateo, California 94402 ("Buyer") (together, Buyer
and Seller shall hereinafter be identified as the "Parties" or individually as a
"Party").

     WHEREAS,  Seller  adopted,  owns and has continuously used "bills.com" as a
trademark  for dissemination of advertising for others via an on-line electronic
communications  network; electronic bill presentment and payment information via
a  global  computer  information network; consulting and technical assistance in
the  field of designing, hosting, maintenance, operating, managing, advertising,
and  marketing  on-line  commerce  web  sites  (the  "Mark");

     WHEREAS,  Buyer wishes to acquire Seller's rights worldwide to the Mark and
the  goodwill  of Seller's business symbolized thereby and associated therewith;

     WHEREAS,  Seller  is  willing  to  assign to Buyer its rights in and to the
Mark,  along  with  the  goodwill  of  Seller's  business symbolized thereby and
associated  therewith  on  the  terms  and  conditions  hereinafter  provided;

     WHEREAS,  Seller  is  the  sole  owner  of  the Domain Name and the related
Intellectual  Property  Rights  (each  as  defined  below);  and

     WHEREAS, Buyer wishes to purchase from Seller and Seller wishes to sell and
assign  to Buyer the Domain Name and the related Intellectual Property Rights on
the  terms  and  conditions  hereinafter  provided.

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and  consideration  hereinafter  set  forth,  the  Parties  agree  as  follows:
1.     As  used  in  this Agreement the following terms shall have the following
meanings:

     (a)     "Acquired Assets" shall mean the Domain Name, Intellectual Property
Rights  and  the  Mark.

     (b)  "Domain  Name"  shall  mean  the  domain address www.bills.com that is
registered  with  Network Solutions, LLC in the United States and all applicable
foreign  jurisdictions. The Domain Name does not include any web pages, computer
software,  copyrights,  patent  rights, trade secrets, or other assets of Seller
that  may  be  or  may  have  been  associated  with  the  Domain  Name.

     (c)  "Intellectual  Property  Rights"  shall  mean  any trademark, right of
trademark  registration  or  re-registration,  common  law  trademark  right and
goodwill  associated  with  the  Mark and the Domain Name, whether in the United
States or any foreign jurisdiction, including, but not limited to, the Mark. The
Intellectual  Property  Rights  do not include any web pages, computer software,
copyrights,  patent rights, trade secrets, or other assets of Seller that may be
or  may  have  been  associated  with  the  Mark  or  the  Domain  Name.

2.  At  the  Closing (as hereinafter defined) Seller will assign to Buyer all of
Seller's  right,  title  and  interest  throughout  the world in and to the Mark
(including, without limitation, U.S. Trademark Registration No. 2568868 and U.S.
Trademark  Registration No 2555338, collectively the "Trademark Registrations"),
together  with the goodwill of Seller connected with and symbolized by the Mark,
and  together  with  all  claims for past infringement(s) of the Mark including,
without  limitation,  the  right  to  sue  for, collect, and recover damages and
profits  for the same. Buyer specifically acknowledges that all assets of Seller
other  than  the  Acquired  Assets including, but not limited to, the CLICK YOUR
BILLS  GOODBYE  mark  and  U.S.  Trademark Registration No. 2,539,815 associated
therewith,  are expressly excluded from this Agreement and shall remain the sole
property  of  Seller.

3.     Buyer  shall  deliver  to  Seller,  on  the  Closing Date (as hereinafter
defined),  the sum of nine hundred fifty thousand dollars ($950,000) in the form
of  wire  transfer  of  immediately  available  funds.

4.     At  the  Closing,  Seller  will  (a)  execute  and  deliver  a  trademark
assignment  in  the  form  attached  hereto  as  Appendix A, along with Seller's
complete  application  and  registration  files for the Mark and (b) execute and
deliver  to  Buyer a signed, dated, and fully notarized original Registrant Name
Change  Agreement  in  a form acceptable to Go Daddy Software, Inc. or allow for
the  successful  domain  transfer  through  the interNIC system, transferring to
Buyer  the  entire  right,  title,  and  interest  in  and  to  the Domain Name.

5.     At  the  Closing, Buyer and Seller will execute and deliver the following
documents and instruments each of which shall be in a form mutually satisfactory
to  Buyer  and  Seller:

         (i)     Bill  Payment  Services  Agreement;  and
         (ii)    Non-Competition  Agreement;

6.  Seller  agrees  to assign and, upon consummation of the transactions, hereby
does  assign to Buyer all rights in the Domain Name and the related Intellectual
Property Rights. Seller further agrees to cooperate as necessary in the transfer
of the Domain Name and the related Intellectual Property Rights to Buyer. Seller
agrees not to use, register, or attempt to register any domain name, mark, name,
or  other  designation  of  origin  which  includes the term "bills.com" (or any
variation  thereof  that  is  likely to cause confusion). Except as set forth in
this  Agreement,  Seller  agrees not to use the term "bills.com" (and variations
thereof that are likely to cause confusion) as a domain name, trademark, service
mark,  trade name, or other designation of source after the Closing Date of this
Agreement.  Buyer  specifically acknowledges that Seller shall have the right to
continue its business under any name, mark, or domain name that is not likely to
cause  confusion  with respect to the Mark or the Domain Name including, but not
limited  to,  "billx.com,"  "billhelp.com,"  and "billxpress.com." Buyer further
acknowledges  and agrees that Seller shall have the right to continue to operate
its  business using the "bills.com" Domain Name and Mark for a period of 60 days
after  the  Closing  Date  or  until such time as the Parties have completed the
process of converting the "bills.com" web site of Seller to another domain name,
whichever  occurs  earlier.  Buyer  agrees  to  cooperate  with  Seller  in such
conversion  process,  and Buyer agrees that it will not change any IP addresses,
DNS  settings,  or  other material aspects of the "bills.com" web site until the
Parties  mutually  agree  in  writing  that  the conversion process is complete.

7.     Except  as set forth in this Section 7, Buyer shall not assume, and Buyer
shall  not  be  deemed  to  have  assumed nor agreed to pay, perform, fulfill or
discharge,  any  contract  or  agreement (whether written or oral), liability or
other  obligation  of  Seller,  including,  without  limitation,  any  liability
relating to the transfer of an Acquired Asset.  Buyer hereby assumes all losses,
costs,  liabilities  and obligations that arise on or after the Closing Date and
relate  solely  to  the  Acquired  Assets  (the  "Assumed  Liabilities").

8.     Seller  hereby  represents  and  warrants  as  follows:

     (a)  Seller  is  the owner of the Mark as applied to the goods listed above
and  has  the  corporate  right  to  enter  into this Agreement and the attached
assignments;  Seller  does  not  know  of any prior use of the Mark or any third
party  claim  of any prior use of the Mark or any confusingly similar mark on or
in  connection with the same or similar goods or services; and, to the knowledge
of  Seller,  there  are  no  challenges to Seller's ownership of the Mark or its
right  to  assign  the  Mark  and  the  associated  goodwill  to  Buyer.

     (b)  Seller  has  not  abandoned  use of the Mark and Seller has reasonably
continuously  used  the Mark in commerce since its adoption, as set forth in the
Trademark  Registrations, in connection with the goods or services listed in the
Trademark  Registrations.

     (c)  Except  for  a  fictitious business name registered in the city of San
Antonio and the State of Texas which Seller will terminate within 30 days of the
Closing,  and other than the Trademark Registrations and the Domain Name, Seller
has filed no applications and owns no registrations or other claims to ownership
relating to any trademark, service mark, trade name, or fictitious business name
application  or  registration  for  the  Mark  worldwide.

     (d)  Seller  is  the  owner of the Domain Name and the related Intellectual
Property  Rights  and  has  the exclusive right to enter into this Agreement and
transfer  ownership  of  the  Domain  Name and the related Intellectual Property
Rights  to  Buyer. No third party has challenged or, to the knowledge of Seller,
has  threatened  to  challenge,  or  to  Seller's  knowledge,  has  the right to
challenge  Seller's  ownership  of  the Domain Name and the related Intellectual
Property  Rights  or Seller's right to transfer ownership of the Domain Name and
the  related  Intellectual  Property  Rights  to  Buyers.

     (e)  Seller  has the requisite corporate power and authority to execute and
deliver,  and  consummate the transactions contemplated by this Agreement and to
carry  out  all  actions  required  of  it  pursuant  to  this  Agreement.

     (f) Seller has obtained all necessary authorizations and approvals from its
Board of Directors required for the execution and delivery of this Agreement and
the  consummation  of  the  transactions contemplated hereby. This Agreement has
been  duly executed and delivered by Seller and constitutes the legal, valid and
binding  obligation  of Seller enforceable against Seller in accordance with its
terms,  except  as  the  enforceability thereof may be limited by any applicable
bankruptcy,  reorganization, insolvency or other laws affecting creditors rights
generally  or  by  general  principles  of  equity.

     (g)  The  execution  and  delivery  by  Seller  of  this  Agreement and the
consummation  by  Seller  of the transactions contemplated hereby, will not: (a)
violate  or  conflict  with  any  provision  of the Articles of Incorporation or
Bylaws of Seller, as amended to date; or (b) constitute a violation of, or be in
conflict  with,  or  constitute  or  create  a  default  under, or result in the
creation  or  imposition  of  any  encumbrances  upon any of the Acquired Assets
pursuant  to:  (i)  any  contract,  agreement or instrument to which Seller is a
party  or  by which Seller or the Acquired Assets is bound; or (ii) any statute,
judgment,  decree,  order,  regulation  or  rule of any court or governmental or
regulatory authority applicable to Seller or the Acquired Assets or by which any
of  the  Acquired  Assets  is  bound.

     (h)  No  consent,  approval  or  authorization  of,  or  registration,
qualification  or  filing with, any governmental agency or authority is required
for  the  execution  and  delivery  by  Seller  of  this  Agreement  or  for the
consummation  by  Seller of the transactions contemplated hereby, except for the
filing  of  an  appropriate  current  report on Form 8-K with the Securities and
Exchange  Commission.

     (i)  No  action, suit, claim, proceeding or investigation is pending or, to
the  knowledge  of  Seller, threatened or contemplated or expected, relating to,
involving  or  affecting  the Acquired Assets or which questions the validity of
this  Agreement  or challenges any of the transactions contemplated hereby, nor,
to  the  knowledge of Seller, is there any reasonable basis for any such action,
suit,  proceeding  or  investigation.

     (j)  Seller  is the lawful owner of all of the Acquired Assets, and has the
full  right  to  sell, convey, transfer, assign and deliver the Acquired Assets,
without  the  need  to obtain the consent or approval of any third party. All of
the Acquired Assets are free and clear of any security interests, liens, claims,
charges,  options,  mortgages,  debts,  leases (or subleases), conditional sales
agreements,  title  retention  agreements,  encumbrances  of  any kind, material
defects  as  to  title  or  restrictions  against  the  transfer  or  assignment
(collectively,  "Encumbrances"). Seller will convey the Acquired Assets to Buyer
by  deeds,  bills  of  sale,  certificates  of  title  and  other instruments of
assignment and transfer, effective in each case to vest in Buyer, and Buyer will
have,  good,  valid and marketable title and (where applicable) record title to,
and/or  the  right  to  use,  all  of the Acquired Assets, free and clear of all
Encumbrances.

     (k)  Except for Dutchess Advisors LLC, Seller has not retained, utilized or
been represented by any broker, agent, finder or intermediary in connection with
the  negotiation  or  consummation  of  the  transactions  contemplated  by this
Agreement.  Seller  agrees  to  indemnify  and  to  hold harmless Buyer from any
liability  for  any  commission  or compensation in the nature of a finders' fee
(and  the  costs  and  expenses  of defending against such liability or asserted
liability)  for  which  such  Seller  or  any  of  its  officers,  employees, or
representatives  is  responsible.

9.     Except as set forth in paragraph 6, Seller agrees that it shall cease use
     of  the  Mark  following  the  Effective  Date.

10.     For three (3) years after the Effective Date, Buyer will allow Seller to
have  pre-existing  subscribers  to  the  "bills.com" web site log in to the new
"bills.com"  web  site  operated  by Buyer and be redirected to another web site
designated  by  Seller.

11. (a) Seller agrees to indemnify and hold Buyer harmless from and with respect
to  any  costs,  losses,  obligations,  damages, lawsuits, deficiencies, claims,
demands,  and  expenses  (whether  or  not  arising  out of third-party claims),
including,  without limitation, reasonable attorney's fees, interest, penalties,
costs of mitigation, defense or settlement (collectively, "Losses"), arising out
of,  resulting  from  or incident to: (i) any claim that the Acquired Assets, or
the  use,  thereof,  infringes  or  misappropriates  any  trademark  or  other
intellectual  property  or  other  proprietary  right  of any person or (ii) any
breach  of  any  of  Seller's  representations  or  warranties  or  covenants.

     (b)  Buyer  agrees  to  indemnify  and  hold  Seller harmless from and with
respect  to any Losses arising out of, resulting from or incident to the Assumed
Liabilities.

12.     The  Parties agree that this Agreement shall inure to the benefit of and
be  binding upon each of their respective agents, representatives, shareholders,
members,  officers,  directors,  employees,  assigns,  subsidiaries,  parent
companies,  and  predecessor  or  successor  companies.

13.     In  the  event  of any action, proceeding or arbitration to interpret or
enforce  the  terms  of  this  Agreement,  the  prevailing party in such action,
proceeding  or  arbitration shall be entitled to recover its costs, expenses and
reasonable  attorneys'  fees incurred in connection with such action, proceeding
or  arbitration.  The  Parties shall each bear their own costs and fees incurred
in  effectuating  this  Agreement.

14.     It is the belief of the Parties that this Agreement does not contain any
provisions  contrary  to  law.  However,  if any part of this Agreement shall be
determined  to  be illegal, invalid or unenforceable, that part shall be severed
from  the  Agreement  and the remaining parts shall be valid and enforceable, so
long  as  the  remaining  parts  continue  to fulfill the original intent of the
Parties.

15.     This Agreement and the documents and instruments described in Sections 4
and  5  of this Agreement (collectively, the "Transaction Documents") constitute
the  entire  agreement  between  the  Parties,  and  supersede any and all prior
agreements  or  understandings,  written  or  oral, between them relating to the
subject  matter  herein  and  therein.  No other promises or agreements shall be
binding upon the parties with respect to this subject matter unless contained in
the  Transaction  Documents  or separately agreed to in writing and signed by an
authorized  representative  of  each  of  the  Parties.

16.     The  undersigned  represent  that  they  have  authority to execute this
Agreement  on  behalf of the respective parties and to carry out all obligations
imposed  hereunder.

17.     All  transfer  and  sales  taxes  payable  with  respect to the sale and
conveyance  of  the Acquired Assets to Buyer shall be paid by Seller.  All other
fees  and  expenses  incurred  in connection with the negotiation, execution and
delivery  of  this  Agreement,  and  the  consummation  of  the  transactions
contemplated  herein,  shall  be  borne  separately  by  each  party  hereto.

18.     All  notices,  demands  and  other  communications hereunder shall be in
writing  or  by  facsimile  transmission,  and shall be deemed to have been duly
given  if  delivered  personally  or if mailed by certified mail, return receipt
requested,  postage  prepaid,  or  if  sent  by  overnight  courier,  or sent by
facsimile  transmission,  as  follows:

If  to  Seller,  to:
Payment  Data  Systems,  Inc.
Suite  120
San  Antonio,  Texas  78216
Facsimile:  210-249-4130
Attention:  Louis  Hoch

With  a  copy  to:

Cox  Smith  Matthews  Incorporated
112  East  Pecan  Street,  Suite  1800
San  Antonio,  TX  78205
Facsimile:  210-226-8395
Attention:  Steven  R.  Jacobs,  Esq.

If  to  Buyer,  to:
Alivio  Holdings,  LLC
1875  South  Grant  Street,  Suite  400
San  Mateo,  CA,  USA  94402
Facsimile:  650-332-1515
Attention:  Andrew  Housser

With  a  copy  to:

White  &  Lee
545  Middlefield  Road
Menlo  Park,  CA  94025
Facsimile:  (650)  470-4099
Attention:  Theodore  G.  Wang,  Esq.

Any  such notice shall be effective: (a) if delivered personally, when received;
(b)  if  sent by overnight courier, when receipted for; (c) if mailed, three (3)
days  after  being  mailed  as  described  above;  and  (d) if sent by facsimile
transmission,  upon  confirmation  of successful and complete transmission.  Any
party  may  change its address from time to time by means of notice given to the
other  parties  in  the  manner  provided  in  this  Section.

19.     The validity and construction of this Agreement shall be governed by the
     internal  laws  (and  not  the  conflicts  rules) of the State of Delaware.

20.     This  Agreement  may be executed in multiple counterparts, each of which
shall  be deemed an original, but all of which together shall constitute one and
the  same  instrument.

21.     The consummation of the transactions contemplated by this Agreement (the
"Closing") shall occur at 11:00 a.m., San Antonio, Texas time, at the offices of
Cox Smith Matthews Incorporated, 112 East Pecan Street, Suite 1800, San Antonio,
TX  78205  on  November  16,  2005  or at such other time, date and place as the
Parties  may  mutually agree.  The date, as thus determined on which the Closing
will  be  held  is  herein  referred  to  as the "Closing Date."  The Closing is
contingent  upon  the  execution and delivery of the Transaction Documents on or
prior  to  the  Closing  Date  and  neither  Party  shall have any obligation to
consummate  the  transactions  contemplated  hereby,  unless or until all of the
Transaction  Documents  are  satisfactory  to  such  Party, in such Party's sole
discretion.

     IN  WITNESS  WHEREOF,  the Parties hereto have caused this instrument to be
executed  by  their  duly  authorized representatives as of the date first above
written.


ALIVIO  HOLDINGS,  LLC

By:
Name:
Title:
PAYMENT  DATA  SYSTEMS,  INC.

By:
Name:
Title:
BILLS.COM,  INC.

By:
Name:
Title:

                                   APPENDIX A

                              TRADEMARK ASSIGNMENT

     THIS ASSIGNMENT ("Assignment"), effective as of ________________, is by and
among  Payment  Data  Systems,  Inc.,  a  Nevada corporation, Bills.com, Inc., a
Delaware  corporation,  each  having  a principal place of business at 12500 San
Pedro,  San  Antonio,  Texas  78216  (hereinafter  collectively  referred as the
"Assignor") and Alivio Holdings, LLC a Delaware limited liability company having
a  principal place of business at 1875 South Grant Street, Suite 400, San Mateo,
California  94402  ("Assignee").

     WHEREAS,  Assignor has adopted, owns and has used "bills.com" as a mark for
dissemination of advertising for others via an on-line electronic communications
network;  electronic  bill  presentment  and  payment  information  via a global
computer  information  network;  and  consulting and technical assistance in the
field  of designing, hosting, maintenance, operating, managing, advertising, and
marketing  on-line  commerce  web  sites  ("the  Mark").

     WHEREAS,  Assignor  desires  to assign to Assignee all of Assignor's right,
title  and  interest  in and to the Mark worldwide together with the goodwill of
the  business  pertaining  thereto.

     NOW  THEREFORE,  for  good  and valuable consideration, receipt of which is
hereby acknowledged, Assignor does hereby sell, assign, set over and transfer to
Assignee all of Assignor's right, title and interest throughout the world in and
to  the  Mark  and  any  registrations and other applications therefor worldwide
(including, without limitation, U.S. Trademark Registration No. 2568868 and U.S.
Trademark  Registration No 2555338, collectively the "Trademark Registrations"),
together  with  the  goodwill  of  Assignor connected with and symbolized by the
Mark,  and  together  with  all  claims  for  past  infringement(s) of the Mark,
including  without limitation the right to sue for, collect, and recover damages
and  profits  for  the  same.

     IN  WITNESS  HEREOF,  the undersigned represent that they have authority to
execute  this Agreement on behalf of the respective parties and to carry out all
obligations  imposed  hereunder.

ALIVIO  HOLDINGS,  LLC               BILLS.COM,  INC.

By:                                  By:
Name:                                Name:
Title:                               Title:

PAYMENT  DATA  SYSTEMS,  INC.

By:
Name:
Title: