Invitation paid membership

Hi
I would like to create a site that involves part open access (limited site access for general public) and part membership in which the members are of invitation only.
The invited members will consist of at least 2 levels of access, 1. is totally free and 2. pays a yearly fee. All the members will have access to all sites content.

Being an invite only type membership I would need the payment page (with paypal button) to be only accessible via a hidden url which would be sent to the invited person via email.
I do not want to have non-members when they click on a restricted page or post being redirected automatically to the sites payment page as s2member plugin is designed to do, instead they would be presented with just the login page or a “permission needed” type page.

Also is there a way (or plugin) that creates decent profiles pages once a person becomes a member? By decent I mean a page that takes on your themes style and is accessible via the frontend of the site and can add images/photos etc to it?