EXHIBIT 10.1

           AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

      This AMENDMENT NO. 1 TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the
"Amendment") is made this 31st day of March, 2006, by and between PAID, Inc., a
Delaware corporation ("PAID") and Leslie Rotman ("Seller").

                                    RECITALS

      A. PAID and Seller are parties to a Settlement Agreement dated May 9, 2005
(the "Settlement Agreement"), whereby PAID, directly or through a designee,
received the right to purchase from Seller 2,000,000 shares of Common Stock (as
adjusted for any stock split, reverse stock split, stock dividend,
reclassification, recapitalization, share exchange, reorganization, or other
similar event or transaction) at a purchase price per share of the share's par
value, $.001, subject only to such other terms agreeable to PAID, which right is
expected to terminate on May 6, 2006.

      B. PAID and Seller desire to amend the Settlement Agreement to extend the
option termination date for one year.

                                    AGREEMENT

      For good and valuable consideration of One Dollar ($1.00), the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

      1. Recitals; Definitions. The recitals set forth above are true and
correct in every respect and are incorporated herein by reference. Any
capitalized terms contained herein not defined herein shall have the meaning
assigned to such term in the Settlement Agreement.

      2. Call Option. The termination date for the option rights granted to PAID
by Seller pursuant to Section 1.2 of the Settlement Agreement is hereby extended
for one year, until May 6, 2007.

      3. General. This Amendment may be executed in any number of counterparts,
all of which when taken together shall constitute one Amendment. This Amendment
shall be binding upon each party's respective successors and assigns. All words
used herein shall be deemed to refer to the singular, plural, masculine,
feminine or neuter as the identity of the person or entity or the context may
require. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.

                                           /s/ Leslie Rotman
                                           -------------------------------------
                                           Leslie Rotman

                                           PAID, INC.

                                           By:     /s/ Gregory Rotman
                                                   -----------------------------
                                           Name:   Gregory Rotman
                                           Title:  President