Lockup Agreement


     Whereas,   Pipeline  Data  Inc.,  a  Delaware  corporation  (the  "Buyer"),
SecurePay,   Incorporated,  a  Delaware  corporation  (the  "Company")  and  the
Stockholders  named on  Schedule  A  hereto  (the  "Sellers")  have  entered  an
Acquisition  Agreement,   dated  as  of  March  _____,  2002  (the  "Acquisition
Agreement");

     Whereas, Pipeline believes that its ability to trade its securities will be
enhanced if the  individuals  party hereto  agree to refrain from selling  their
current  shareholdings in Pipeline subject to the terms and conditions set forth
herein;

     Whereas,  the parties hereto are  substantial  stockholders in Pipeline and
are amenable to having their share holdings being so restricted;

     Now  therefore,  in  consideration  of the foregoing and for other good and
valuable  consideration,  the sufficiency of which is hereby  acknowledged,  the
parties agree as follows:

     1.   Restriction of Shares:  Each of the parties hereto,  severally and not
          jointly,  hereby  agrees  that  during  the period  commencing  on the
          Closing  Date,  and for the period  stated  below with respect to each
          individual party (such periods referred to as the "Lockup Period(s)"),
          that such individual's  present beneficial holdings  shareholdings (as
          set forth beside the signature of such  individual)  in Pipeline,  may
          not be offered, sold, transferred, assigned, pledged, hypothecated, or
          otherwise  alienated,  nor may any executory interest be created which
          would allow, or permit any of the foregoing during the Lockup Period.

     2.   Individual Lockup Periods:

          A.   As to the Sellers and Jack Rubinstein.

               From the Closing Date.

               Until 90 days after the Closing  Date - 0%
               Upon 90 days after the Closing Date  - 15%
               Upon 180 days after the Closing Date - 25%
               For each of the 6 months commencing
                  on the 361st day after the
                  Closing Date                      - 10% per month.

          B.   As to 1/2 of the shares of Unifund  Financial  Group and R. Scott
               Barter.

               From the Closing Date.
               Until 90 days after the Closing Date - 0%
               Upon 90 days after the Closing Date  - 15%
               Upon 180 days after the Closing Date - 25%
               For each of the 6 months commencing
                     on the 7th month
                      after the Closing Date        - 10% per month.

     3.   Definition  of  beneficial   ownership:   For  the  purposes  of  this
          Agreement,  "beneficial ownership" shall have the same meaning as that
          set forth in Rule 13d-3, as in effect on the date hereof,  promulgated
          under the Securities and Exchange Act of 1934, as amended.

     4.   Successors  and assigns:  The  restrictions  set forth herein shall be
          binding   upon  the  parties,   their   successors,   assigns,   legal
          representatives, distributees, and any other person, whether a natural
          person or a legal entity, who shall be vested with any interest in the
          Restricted Shares.

     5.   Shares to be Legended:  The shares subject to this Agreement  shall be
          marked with a prominent legend stating that such shares are subject to
          the terms and conditions hereof,  and may only be transferred  subject
          to the  prior  presentation  of a  legal  opinion  of  counsel  to the
          transferor,  satisfactory  to Pipeline and its counsel,  to the effect
          that any such transfer may be validly effected under the terms of this
          Agreement and other applicable law.
<PAGE>


     6.   Governing  law and  submission  to  jurisdiction:  By their  execution
          below,  the parties hereto  acknowledge  that this Agreement  shall be
          governed  by the  internal  laws of the State of New York,  determined
          without  reference to  principles  of conflicts of laws,  and that any
          legal  proceeding  with respect to this Agreement  shall be subject to
          the  jurisdiction  of the federal  and/or state courts  located in the
          Borough of Manhattan, New York

     7.   Counterparts and Facsimile Delivery: This Agreement may be executed in
          one or more  counterparts with all such counterparts to constitute but
          one and the same  agreement,  and facsimile  transmission of signature
          pages shall be effective as manual delivery thereof.


     8.   Escrow Acknowledgement:  The Sellers acknowledge that they have shares
          held in escrow pursuant to an Escrow  Agreement of even date herewith.
          The Sellers agree and acknowledge  that these share are subject to the
          terms and  conditions of this  Agreement.  It is further  acknowledged
          that the lock-up periods shall commence from the date their shares are
          issued into the escrow account pursuant to the Escrow Agreement.

<PAGE>



Dated as of March ___, 2002

                                            Pipeline Data, Inc.

                                            By:____________________
                                            Name:
                                            Title:
----------------------
R.Scott Barter
    (                        Shares)

Unifund Financial Group
     (                       Shares)

---------------------
By:
Title:

---------------------
Jack Rubinstein
    (                        Shares)


---------------------
MacAllister B. Smith
    (                        Shares)


---------------------
Gilbert Anthony Reynolds
    (                        Shares)


---------------------
Paul Chiumento
    (                        Shares)


<PAGE>



CardAccept.com
(1,281,455 front end shares*)
(4,400,000  back end shares)**


By:  _______________________

Its: _________________________

Chasm Holdings
(4,118,545 front end shares)
(1,100,000 back end shares)


By:  _______________________

Its: _________________________

*CardAccept.com front end distributes:


-------------------------------
Jody Latimer        (46,233 Shares)



-------------------------------
Bob Rochleau        (46,233 Shares)



-------------------------------
Kent Stiritz       (184,200 Shares)


-------------------------------
Chris Swift        (247,750 Shares)



--------------------------------
Bethzy Rosario      (2,694 Shares)



---------------------------------
Nancy Ganzel        (2,694 Shares)



--------------------------------
David Grimes        (2,155 Shares)



-------------------------------
MacAllister Smith  (749,496 Shares)
<PAGE>


**CardAccept.com back end distributes:



---------------------------------
Jody Latimer     (201,256 Shares)



--------------------------------
Bob Rochleau     (201,256 Shares)



--------------------------------
Chris Swift      (988,504 Shares)



--------------------------------
Bethzy Rosario   (10,736 Shares)



--------------------------------
Nancy Ganzel     (10,736 Shares)



-------------------------------
MacAllister Smith   (2,987,512)