0001354488-07-001603 Sample Contracts

AMENDED INVESTMENT AGREEMENT
Amended Investment Agreement • August 23rd, 2007 • Payment Data Systems Inc • Functions related to depository banking, nec • Massachusetts

This AMENDED INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 21, 2007 by and between Payment Data Systems, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

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AMENDED REGISTRATION RIGHTS AGREEMENT
Amended Registration Rights Agreement • August 23rd, 2007 • Payment Data Systems Inc • Functions related to depository banking, nec • Massachusetts

This Amended Registration Rights Agreement (the “Agreement”), dated as of August 21, 2007, by and between Payment Data Systems, Inc., a corporation organized under the laws of State of Nevada, with its principal executive office at 12500 San Pedro, Suite 120, San Antonio, TX 78216 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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