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                                                                   Exhibit 10.14

                             FIRST AMENDMENT TO THE

                  MERCHANT PROGRAM MANAGEMENT AGREEMENT BETWEEN

                                 IPAYMENT, INC.

                                       AND

                           IPAYMENT TECHNOLOGIES, INC.

                                       AND

                                  HUMBOLDT BANK

     This First Amendment (the  "Amendment") to the Merchant Program  Management
Agreement between iPayment,  Inc. and iPayment  Technologies,  Inc. and Humboldt
Bank dated  September 1, 2001 (the  "Agreement")  is entered into as of this the
21st day of March, 2002.

                                    RECITALS

         WHEREAS, the parties entered into the Agreement in order to govern the
relationship of the parties with respect to credit card settlement transactions
and sponsorship; and

         WHEREAS, the parties wish to clarify the definition of "Customer,"
"Merchant," "Merchant Account," and "Merchant Agreement" (as defined in the
Agreement); and

         WHEREAS, the parties wish that the remaining terms of the Agreement
remain the same.

         NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties agree to amend the Agreement as
follows:

1.      Article I, the  definition of "Customer"  shall be amended in its
        entirety to read as follows:

                  "CUSTOMER" means an entity which is serviced or solicited by
         iPayment (or any of iPayment's agents or independent contractors who
         have entered into a tri-party agreement with iPayment and Bank) to join
         the Merchant Program, thereby becoming a Merchant.

2.       Article I, the definition of "Merchant" shall be amended in its
         entirety to read as follows:

                  "MERCHANT" means any Customer who enters into a Merchant
         Agreement with iPayment and Bank, (or with Bank through an agent or
         independent contractor of iPayment who has entered into a tri-party
         agreement with iPayment and Bank for the purpose of soliciting
         merchants for credit card processing, and such Customer's application
         is submitted to Bank by iPayment) for the purpose of participating in
         the Merchant Program, or whose contract for Charge Card processing
         services with another Acquiring Member and iPayment has been assigned
         to Bank and/or iPayment, as applicable, or whose Transactions are
         otherwise processed pursuant to this Agreement. It is intended by the
         parties that "Merchant" also includes any merchant which has (i) been
         solicited by iPayment or whose paperwork has been submitted to the Bank
         by iPayment or by any of its agents or independent contractors who have
         entered into a tri-party agreement with iPayment and Bank for the
         purpose of soliciting merchants for credit card processing, (ii)
         executed First Bank of Beverly Hills' Merchant Credit Card Processing
         Agreement forms, and (iii) been accepted by Humboldt pursuant to that
         certain Agreement between Bank, First Bank of Beverly Hills and
         iPayment entered into in August, 2001 entitled CONSENT TO USE AGREEMENT
         FORMS AND ASSIGNMENT OF RIGHTS.


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3.       Article I, the definition of "Merchant Account" shall be amended in
         its entirety to read as follows:

                  "MERCHANT ACCOUNT" means the written contractual relationship
         between a Merchant, on the one hand, and Bank and/or iPayment
         (including but not limited to, any of iPayment's agents or independent
         contractors who have entered into a tri-party agreement with iPayment
         and Bank for the purpose of soliciting merchants for credit card
         processing) on the other for the acquisition and processing of
         Transactions.

4.       Article I, the definition of "Merchant Agreement" shall be amended
         in its entirety to read as follows:

                  "MERCHANT AGREEMENT" means the written contractual agreement
         between the Merchant and Bank and/or iPayment (including but not
         limited to, any of iPayment's agents or independent contractors who
         have entered into a tri-party agreement with iPayment and Bank for the
         purpose of soliciting merchants for credit card processing), pursuant
         to which iPayment provides processing services and allows the Merchant
         to participate in the Merchant Program. The Merchant Agreement includes
         the Merchant Program description, and the Merchant Program Procedures.
         The initial forms of the Merchant Agreement is shown in Exhibit A (as
         between Merchant, Bank and iPayment) and in Exhibit B (as between
         Merchant and Bank), which forms (with respect to prospective Merchant
         Agreements) is subject to change from time to time per agreement
         between iPayment and Bank. Merchant Agreements include those between
         another Acquiring Member and a Merchant for which iPayment has the
         right to provide Charge Card processing services and which have been
         assigned to Bank.

5.       As hereby amended and supplemented, the Agreement shall remain in
         full force and effect.


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement as of the Effective Date above:

HUMBOLDT BANK                               By:   /s/ Ken Musante
                                                  ______________________________

                                            Its:  SVP
                                                  ______________________________

                                            Date: ______________________________


IPAYMENT, INC.                              By:   /s/ Gregory S. Daily
                                                  ______________________________

                                            Its:  ______________________________

                                            Date: ______________________________


IPAYMENT TECHNOLOGIES, INC.                 By:   /s/ Gregory S. Daily
                                                  ______________________________

                                            Its:  ______________________________

                                            Date: ______________________________