[GRAPHIC OMITTED]

                                                                    Bobby Minter
                                                                        ext. 103
                                                            116 East 27th Street
                                                              New York, NY 10016
                                                                Ph: 212-889-2100
                                                                Fx: 212-889-7071



November 3, 1997


Jack Rubinstein
Pipeline Data, Inc.
Hartsdale Avenue
Hartsdale, NY 10583

Dear Jack:

This letter, with the attached proposal and terms and conditions, signifies our
agreement with respect to Pipeline Data, Inc. engaging Rainbow Media, Inc. to
perform certain marketing and creative services.



Agreed:



 /s/ Bobby Minter                               /s/ Jack Rubinstein
------------------------------------           -----------------------------

For: Rainbow Media, Inc.                       For: Pipeline Data, Inc.

Dated as of:  November 3, 1997                 Dated as of:  November 3, 1997

<PAGE>


   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.



                        11/3/1997

                        Consulting Proposal


Meeting Pipeline Data's Needs

          As part of its direct e-mail marketing program for the pharmaceutical
          and healthcare industries, Pipeline Data wants to build highly
          targeted e-mail lists of subscribers interested in specific medical-
          and disease-related information. To create that list Pipeline Data has
          asked Rainbow Media to develop an acquisition plan by April 1, 1998,
          including creation of co-marketing and direct marketing programs. We
          are delighted to respond to your request. Through every step of the
          process, our service will:

          o    Leverage  your  time  and  expertise  by  providing   substantial
               marketing   expertise  in  the  healthcare   and   pharmaceutical
               industries;

          o    Maximize  your  marketing  program's  impact by  identifying  key
               market  segments and by developing  co-marketing  agreements with
               targeted   groups  within  the  healthcare   and   pharmaceutical
               industry;

          o    Support your system  development  efforts with our own experience
               in  internet   marketing,   web  development  and  other  digital
               communications;

          o    Supply creative resources for creating high impact  presentations
               to a wide range of audiences, when needed.


11/3/97

<PAGE>



   Consulting Proposal
   Submitted by: Rainbow Media, Inc.
   Submitted by: Rainbow Media, Inc.

A Targeted, Cost Effective Subscriber Acquisition Program

          Rainbow Media will develop a plan for acquiring subscribers to
          Pipeline Data's healthcare and pharmaceutical information services. As
          we have discussed, the plan will involve developing co-marketing
          arrangements with key allies in the healthcare and pharmaceutical
          industry. Among some of the targets are disease-related associations,
          large health systems, and national retail pharmacy chains. The goal
          will be to gain credibility among highly potential subscribers by
          securing the support and commitment of these allies to our subscriber
          marketing goals. In addition, Rainbow Media will work with Pipeline
          Data to secure co-marketing arrangements with these targets. Finally,
          Rainbow Media will make available its creative resources to develop
          any preliminary creative work necessary to develop the plan, marketing
          arrangements, and any other communication needs Pipeline Data may
          have. As currently planned, we see the assignment as having 4 phases:

          Phase I - Research and identify targets: Rainbow Media will help
          identify the targets for potential co-marketing arrangements, and
          begin developing a marketing strategy for acquiring subscribers.

          Phase II - Develop overall marketing communication strategy: Rainbow
          Media will finalize a subscriber acquisition plan, complete with
          estimated budgets for the marketing programs.

          Phase III - Secure co-marketing arrangements: Rainbow Media will work
          with Pipeline Data to secure co-marketing arrangements with targets.

          Phase IV - Plan roll out: Rainbow Media will plan the roll out of each
          co-marketing program with the selected allies, providing traditional
          advertising creative support for the marketing program.

11/3/97

<PAGE>



   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.


Rainbow Media's Services

          Throughout the engagement, Rainbow Media will work closely with you to
          develop a cost effective marketing plan for acquiring subscribers. Our
          mission is to put in place by April 1, 1998 a plan for the rapid
          acquisition of a subscriber base for the Pipeline Data's
          pharmaceutical and healthcare information service.

          Your Account Team

          Bobby Minter will be your primary contact for consulting and creative
          services with Rainbow Media. Throughout, he will work closely with you
          developing strategy, securing co-marketing arrangements, and providing
          guidance to the overall marketing effort. In the areas of marketing
          research and strategy he will be supported by Wendy Conklin of
          Strategic Communications, a communication specialist with more than 15
          years in the healthcare and pharmaceutical marketing. (See attached
          for resume) As required Bobby Minter will draw on the resources at
          Rainbow Media for analysis, strategic input, creative strategy, and
          creative execution.


11/3/97

<PAGE>



   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.


Effective, Creative Problem Solving and Guidance

          Pipeline Data can rely on Rainbow Media to proactively devise
          solutions to challenges as they arise during the engagement. We will
          apply the same effective creativity to this job that we delivered in
          the projects highlighted here:

               Using Communications To Help Technology Work: Successful VRS
               Launch for Bankers Trust and Philip Morris

               Problem: While happy with a growing 401(k) plan, Philip Morris
               was unhappy about its employees' expectation of personalized
               service from the benefits staff. Bankers Trust, its
               administrative recordkeeper, suggested that Philip Morris install
               a voice response system (VRS) so employees could use the
               telephone to get information and conduct transactions.

               Solution: Bankers Trust turned to Rainbow Media to create and
               execute a communications campaign that would get employees out of
               the benefits offices and onto the telephones --eventually
               reducing the costs of maintaining their benefits offices. Rainbow
               Media developed themes for a series of flyers, brochures,
               posters, and table tent-tops to be used over four months to
               prepare employees for VRS and create a sense of anticipation and
               excitement. The campaign culminated in a guidebook designed to
               visually lead employees step by step through the VRS. The result:
               On opening day, over 85% of employee calls were successfully
               handled by the VRS without need of operator assistance. Bankers
               Trust credits the Rainbow Media communications campaign with
               helping it achieve both the most successful first day and first
               month of VRS operation in its history.



11/3/97

<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.



               Award-Winning Work for the Newspaper Association of America

               Problem: In 1995, the NAA needed a vehicle to help its member
               newspapers capture a bigger slice of the projected $7 billion to
               be spent on political advertising during the primary and general
               elections in 1996.

               Solution: Rainbow Media designed and produced a tabloid that
               served as a "how-to" manual explaining to campaign managers and
               politicians the reach and impact of newspaper advertising. The
               NAA offered these tabloids for sale to its member newspapers.

               Rainbow Media also produced a poster to capture the interest of
               advertising managers at its member newspapers. The NAA
               distributed posters and faxable order forms in an
               attention-grabbing tube that cut through the clutter of everyday
               mail. We also applied our design skills to ad slicks that member
               newspapers can tailor to promote themselves to campaign managers.
               We created print ads that appeared in Campaigns and Elections
               magazine which further leveraged the design. So successful was
               the mailing that the NAA quickly sold out of the initial print
               run (10,000 pieces) of the tabloid.

               Even more gratifying, the tabloid's design won the prestigious
               Silver Quill Award of the International Association of Business
               Communicators. Additionally, the NAA was pleased enough with the
               tabloid to put portions of it on its Home Page on the World Wide
               Web (http://www.infi.net/naa).

11/3/97


<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.



               A Picture-Perfect Solution for Andersen Consulting

               Problem: In 1990, Andersen Consulting called on Rainbow Media to
               create a printed piece to describe its then emerging expertise in
               imaging technology. The only catch: The entire process from
               conceptualization through printing could take only five weeks, so
               that the publications would be ready for a major trade show.
               Rising to the challenge, Rainbow Media recognized that the
               publication had to demonstrate Andersen's ability to integrate
               hardware and software from a variety of vendors. Additionally,
               the piece needed to simultaneously demonstrate Andersen's value
               to both technology buyers and business-need buyers.

               Solution: We conceptualized a visually striking, two-color
               tabloid that contained real case studies of Andersen's successful
               imaging engagements that clearly describe Andersen's value to
               buyers who were not versed in technology. To satisfy the
               technology buyers, we included as a sidebar to each article a
               "tool box" describing the hardware and software Andersen
               integrated for each client. Rainbow Media interviewed Andersen
               clients and partners, wrote the text, oversaw design and
               printing, and ensured that the publications reached the trade
               show on time.


11/3/97

<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.




Estimated Fees and Expenses

               Consulting: Rainbow Media charges $150 per hour for its
               consulting services, which will include developing strategies and
               marketing plans and working to secure co-marketing arrangements.


               For this specific assignment, Rainbow Media expects to spend
               approximately 45 hours a month in consulting. We recommend that
               Rainbow Media be paid a retainer quarterly, in advance, and that
               time spent on the engagement be reviewed monthly with you. If we
               believe that for any reason the time committed to this project
               may exceed our estimates, we will make you aware of the situation
               in advance, so that you can determine your most cost effective
               options.

               Creative Services: Rainbow Media charges $125 for its creative
               services, such as presentations, advertising creative, brochures
               and other sales and marketing materials.

               We expect to incur creative services time, although the extent of
               the time has yet to be determined. Any projects will be estimated
               and budgets approved by you prior to commencing any work.

               For these specific creative assignments, Rainbow Media will bill
               monthly for the work in process, and will provide you a regular
               accounting of the budgets as required.

               Purchased Services: Rainbow Media also charges for any outside
               purchases, such as printing, mailing services, film, photography,
               illustrations, or color output. Rainbow Media also applies a 30%
               mark up to the cost of these services. As part of its estimates
               for creative services, Rainbow Media will also estimate the cost
               of any outside purchases.

               Out of Pocket Expenses: In addition to fees for it's services
               Rainbow Media passes through costs for travel, couriers, long
               distance telephone calls, postage, and other incidental expenses
               as may occur from time to time. As part of its estimates for
               creative services, Rainbow Media will also estimate the cost of
               any out of pocket expenses.


11/3/97

<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.




Clients We Have Served

               o Allied Signal

               o American Appraisal Associates

               o American Express Travel Related Services

               o American Institute of Certified Public Accountants (AICPA)

               o Arthur Andersen - Andersen Consulting

               o Automated Data Processing (ADP)

               o Bankers Trust Company

               o Bracco Diagnostics

               o Bristol-Myers Squibb Pharmaceutical Group

               o C^3i

               o Exxon Company International

               o Federal Reserve Bank of New York

               o IBM

               o Intel Corporation

               o Johnson & Johnson

               o Kraft General Foods

               o Lucent Technologies

               o National Academy Foundation

               o Newspaper Association of America

               o New York City Office of Business Development

               o Ogden Aviation Services

               o PepsiCo, Inc.

               o Retirement Systems Group

               o Roosevelt Island Operating Corporation

               o Third Wave Business Systems

               o Warren, Gorham & Lamont


11/3/97


<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.



-------------------------------------------------------------------------------
Resume of Wendy Conklin

               Wendy Conklin has spent 15 years in the healthcare and
               pharmaceutical industries. She has develop and marketed
               educational and programs and symposia for anesthesiologists,
               surgeons, trauma specialists and numerous other specialists for
               the University of Miami. She also created and managed targeted
               programs for Bristol-Myers Squibb, Johnson & Johnson, Novartis,
               Burroughs-Wellcome, American Home Products and Schering-Plough
               Corporation, among other pharmaceutical industry leaders. Her
               work has covered a wide range of therapeutic categories,
               including cardiology, central nervous system, dermatology,
               pathology, AIDS, nephrology, as well as a variety diagnostic
               modalities.

               A graduate of the University of Connecticut, Conklin is listed in
               Who's Who of American Women. and has been honored with numerous
               communication awards.


11/3/97

<PAGE>



   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.

                              TERMS AND CONDITIONS


These Terms and Conditions are referred to it in, and supplement and form a part
of, the attached Proposal ("Proposal").  On your acceptance of the Proposal, the
Proposal  and  Terms  and   Conditions   together   constitute   the   agreement
("Agreement") between you and us.

1. Services; Work Product. (a) The Proposal contemplates that we may perform
consulting services ("Consulting Services") and advertising services (including
creative and purchased services) ("Advertising Services").

      (b) Unless otherwise agreed, you and we have the nonexclusive right to use
for any purpose any of the ideas, advice, research, concepts and other work
product ("Consulting Work Product") we provide in performing the Consulting
Services. Our right to use the Consulting Work Product, however, is subject to
Paragraph 5. To the extent any of the Consulting Work Product would also be
Advertising Work Product under the Agreement, the Consulting Work Product will
be treated as Advertising Work Product.

      (c) Unless otherwise agreed:

           (1) All work ("Advertising Work Product") produced by us in
performing the Advertising Services is owned by us or our licensors except for
property incorporated into such work which was identified by you as property of
yours or a third party prior to making it available to us for incorporation in
such work. The Advertising Work Product includes without limitation the ideas,
expression, images, design and concept which we create and the electronic and
conventional media and computer data which embodies their expression, as well as
work we create but which is not used by us or you under the Agreement.

           (2) You have the nonexclusive right to use the Advertising Work
Product as set forth in the Proposal or, if not so set forth, for advertising
purposes for a single use in printed form (which includes the customary steps
necessary to convert the Advertising Work Product from electronic to print
media).

           (3) The Advertising Work Product may not be modified (including
without limitation any electronic alteration of original art) without prior
consent and payment to us of an additional charge.

           (4) We will be given credit on the Advertising Work Product and any
presentation of the Advertising Work Product.

      (d) Paragraph 1 will survive termination of the Agreement.


11/3/97

<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.

Terms & Conditions continued


2. Infringement; Content; No Warranties. (a) We will indemnify you and your
officers, directors, employees, agents and representatives against any claims,
investigations, losses, liabilities, costs and expenses (collectively, "Losses")
arising from the infringement or claimed infringement of the Advertising Work
Product on the rights of independent contractors who were retained by us to
assist in producing the Advertising Work Product. Such Losses include (without
limitation) attorneys' fees and expenses and the costs of the time expended by
your personnel in addressing or defending any of these matters at their
customary billing (or, if none, compensation) rate.

      (b) You agree to review and approve the Advertising Work Product and will
be responsible for its content. Without limiting your responsibility, we may
refuse to handle any advertising or other publicity that, in our opinion, may
violate any applicable law, regulation or self-regulatory rule, and we will not
have any liability to you or others for such refusal.

      (c) You will indemnify us and our officers, directors, employees, agents
and representatives against any Losses arising from (1) the content of the
Advertising Work Product and any property of yours or a third party incorporated
into the Advertising Work Product, (2) the consequences of the publication,
transmission or distribution of the Advertising Work Product (including without
limitation claims for defamation, unfair competition, and false or misleading
claims), and (3) the infringement or claimed infringement of the Advertising
Work Product and any property of yours or a third party incorporated into the
Advertising Work Product on the rights of others, in each case other than as
provided in Paragraph 2(a). Such Losses include (without limitation) attorneys'
fees and expenses and the costs of time expended by our personnel in addressing
or defending any of these matters at their customary billing (or, if none,
compensation) rate.

      (d) WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO
THE CONSULTING WORK PRODUCT OR THE ADVERTISING WORK PRODUCT INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND TITLE.

      (e) Paragraph 2 will survive termination of the Agreement.

3.  Media and Other  Disbursements;  Payment  and Work  Schedule.  (a) Except as
otherwise provided in the Agreement:

           (1) You will be responsible for the costs of media insertions,
production, printing, artwork, postage, research and other similar items as
reasonably required for us to perform the services described in the Proposal,
together with any commissions or mark-ups due us with respect to such costs. If
we make agreements with others for such items, we will do so as your agent.
However, in order to facilitate the performance of the Agreement, we may request
that you advance to us such actual or estimated costs, commissions and mark-ups,
and if you make such advances on time, we will pay such costs. If you do not
advance such costs on time, you will


11/3/97

<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.

Terms & Conditions continued


continue to be responsible for such costs. If we receive any early payment or
other discounts in respect of any such costs and you have timely advanced the
funds for their payment, we will pass such discounts on to you.

           (2) We will submit our fee statements for services performed and
disbursements incurred to date monthly. Payment of each statement is due upon
receipt of the statement.

      (b) Our fees, disbursements and certain third-party costs may be higher
than as presented in the Proposal, and we will not be liable to you or others,
if (1) the work and payment schedule which is presented in the Proposal or which
you and we have discussed is not followed as a result of changes in the work or
your acts or omissions or (2) if there are unusual circumstances, complicating
factors, or extended meetings or discussions.

4. Approvals.  Except as otherwise provided in the Agreement,  we will not place
any advertising, publicity or program, select any media, or start any production
or research program without your prior approval.

5.  Confidentiality.  We will not,  without your prior consent,  disclose to any
person or entity any confidential  information of yours which you identify to us
as  confidential  when you  disclose it to us. We may,  however,  disclose  such
confidential  information  if we are required to do so by law,  regulation  or a
court or government agency. In addition, our confidentiality obligation will not
extend  to  information  which  (a) at  the  time  of  disclosure  to us is,  or
thereafter  becomes,  part of the public  domain  through no fault of ours,  (b)
after disclosure to us by you is lawfully  received by us on a  non-confidential
basis,  or (c) is  independently  developed by us. This  paragraph  will survive
until the first anniversary of the termination of the Agreement.

6.  Competition.  We may  perform  services  for others  whose  business  may be
competitive  with yours,  provided the product or service in respect of which we
perform services is not directly  competitive with a product or service of yours
in respect of which we perform services and provided we comply with Paragraph 5.
If a potential  conflict arises, we may discuss the potential  conflict with you
and such competitor to ascertain whether there is in fact a conflict and, if so,
whether there is a basis on which we might perform  services for such competitor
and you.

7.  Termination.  Except as otherwise  provided in the Agreement,  the Agreement
will  terminate upon our  performance of the services  described in the Proposal
and your payment of all fees, disbursements, commissions and mark-ups payable to
us pursuant to the Agreement and all third party costs incurred  pursuant to the
Agreement.  In addition,  the  Agreement  may be  terminated by you or us at any
earlier time upon 30 days prior written notice  subject to the  following:  upon
such  termination,  (a) you will pay us (1) all  disbursements,  commissions and
mark-ups due us for work performed through such termination, (2) the actual fees
we have earned for Consulting  Services performed through such termination,  and
(3) the greater of 50% of the  "creative  fee"  provided in the Agreement or the
actual fees we have  earned for  Advertising  Services  performed  through  such
termination,  (b) you will pay all third  party costs  incurred  pursuant to the


11/3/97


<PAGE>

   Consulting Proposal
   Submitted to: Pipeline Data, Inc.
   Submitted by: Rainbow Media, Inc.

Terms & Conditions continued

Agreement,  (c) your license to use the Advertising Work Product will terminate,
(d) we will refund to you any unpaid or uncommitted advances you have made to us
for costs  described in Paragraph  3(a)(1),  and (e) we will apply any unpaid or
uncommitted  retainers  you paid to us to amounts  payable by you to us or third
parties  pursuant to the Agreement  and refund to you the  remaining  balance of
such retainers.

8.  Successors and Assigns.  The Agreement will be binding upon and inure to the
benefit of you and us and your and our respective successors and assigns.

9. Governing Law. The Agreement and its validity,  construction  and performance
will be governed in all  respects by the laws of the State of New York,  without
giving effect to principles of conflict of laws.  Any action  brought in respect
of the Agreement will be brought in a court sitting in New York City.

10. Force Majeure. We will not be liable to you or others for any loss or damage
caused  by our  failure  or the  failure  of  others  to  perform  our or  their
obligations as a result of any cause beyond our control.











11/3/97