EXHIBIT 10.1 TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT

                                                                    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   owne