REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT,  dated  as of  March  ___,  2002,  between
Pipeline  Data Inc., a Delaware  corporation  (the  "Company"),  and each of the
stockholders of the Company set forth in Exhibit A hereto (the "Stockholders").

     WHEREAS,  this  Agreement  has  been  entered  into in  connection  with an
Acquisition  Agreement,   dated  as  of  March  _____,  2002  (the  "Acquisition
Agreement"), among the Company, SecurePay,  Incorporated. a Delaware corporation
and the Stockholders.

     NOW, THEREFORE, it is agreed as follows:

     1.   DEFINED  TERMS.
          ---------------

          Each of the following  terms shall have the following  meanings  (such
          definitions  to be  applicable  to both the  plural and
          singular of the terms defined):

     (a)  REGISTERABLE SECURITIES. The term "Registerable Securities" shall mean
          the shares of common stock of the Company  ("Common  Stock") listed on
          Exhibit A received by the  Stockholders  pursuant  to the  Acquisition
          Agreement,  and any other  securities  received in connection with any
          stock split, stock dividend, merger, reorganization, recapitalization,
          reclassification  or other distribution  payable or issuable upon such
          shares of Common Stock. For the purposes of this Agreement, securities
          will  cease to be  Registerable  Securities  when  (A) a  registration
          statement   under  the   Securities  Act  of  1933,  as  amended  (the
          "Securities  Act"),  covering such  Registerable  Securities  has been
          declared effective by the Securities and Exchange  Commission and such
          registration statement has been continuously effective for a period of
          nine (9) months,  (B) such Registerable  Securities are distributed to
          the public  pursuant to the Securities Act or pursuant to an exemption
          from the registration  requirements of the Securities Act,  including,
          but not limited to, Rules 144 and 145 promulgated under the Securities
          Act,  or  (C)  such   Registerable   Securities  have  been  otherwise
          transferred  and the Company,  in accordance  with  applicable law and
          regulations,  has delivered  new  certificates  or other  evidences of
          ownership  for  such  securities  which  are not  subject  to any stop
          transfer order or other restriction on transfer.

     (b)  RIGHTSHOLDERS.    The   term   "Rightsholders"   shall   include   the
          Stockholders,  all successors and assigns of the Stockholders, and all
          transferees  of  Registerable   Securities   where  such  transfer  is
          accordance  with  law and  affirmatively  includes  the  transfer  and
          assignment   of  the  rights  and   obligations   of  the   transferor
          Rightsholder  under this  Agreement  with  respect to the  transferred
          Registerable Securities.

     (c)  The words  "hereof,"  "herein"  and  "hereunder"  and words of similar
          import when used in this Agreement  shall refer to this Agreement as a
          whole  and not to any  particular  provision  of this  Agreement,  and
          subsection,  paragraph, clause, schedule and exhibit references are to
          this Agreement unless otherwise specified.

     (d)  Capitalized terms used herein but not otherwise defined shall have the
          meanings given to them in the Acquisition Agreement.


<PAGE>

     2.   REGISTRATION RIGHTS.
          -------------------

     (i)  RIGHT TO  PIGGY-BACK  REGISTRATION.  If at any  time on or  after  the
          Closing  Date the Company  proposes to file a  registration  statement
          under the Securities Act with respect to an offering by the Company or
          any  other  party  of any  class of  equity  security  similar  to any
          Registerable  Securities (other than a registration  statement on Form
          S-4 or S-8 or any successor  form or a  registration  statement  filed
          solely in connection  with an exchange  offer, a business  combination
          transaction or pursuant to any employee benefit plans of the Company),
          then the Company,  on each such  occasion,  shall give written  notice
          (each, a "Company  Piggy-Back  Notice") of such proposed filing to all
          of the Rightsholders  owning Registerable  Securities at least 20 days
          before the anticipated filing date of such registration statement, and
          such Company Piggy-Back Notice also shall be required to offer to such
          Rightsholders  the  opportunity to register such  aggregate  number of
          Registerable  Securities as each such  Rightsholder may request.  Each
          such  Rightsholder  shall have the right,  exercisable for the 10 days
          immediately  following the giving of the Company Piggy-Back Notice, to
          request,  by written notice (each, a "Holder  Notice") to the Company,
          the inclusion of all or any portion of the Registerable  Securities of
          such Rightsholders in such registration  statement.  The Company shall
          use  reasonable  efforts  to cause the  managing  underwriter(s)  of a
          proposed   underwritten  offering  to  permit  the  inclusion  of  the
          Registerable  Securities  which were the subject of all Holder Notices
          in such underwritten  offering on the same terms and conditions as any
          similar  securities of the Company included  therein.  Notwithstanding
          anything to the contrary  contained  in this  Paragraph  2(b),  if the
          managing  underwriter(s) of such underwritten offering or any proposed
          underwritten  offering delivers a written opinion to the Rightsholders
          of  Registerable  Securities  which  were the  subject  of all  Holder
          Notices that the total amount and kind of securities  which they,  the
          Company  and any other  person  intend to include in such  offering is
          such  as to  materially  and  adversely  affect  the  success  of such
          offering, then the amount of securities to be offered for the accounts
          of such  Rightsholders  and persons  other than the  Company  shall be
          eliminated  or reduced  pro rata  (based on the  amount of  securities
          owned by such Rightsholders and other persons which carry registration
          rights)  to the  extent  necessary  to  reduce  the  total  amount  of
          securities to be included in such  offering to the amount  recommended
          by such managing underwriter(s) in its written opinion.

     (ii) EXPENSES.  Subject to the provisions of Section 4 hereof,  the Company
          will pay all Registration Expenses in connection with any registration
          of Registerable  Securities  effected  pursuant to this Section 2, but
          the  Company  shall  not  be  responsible   for  the  payment  of  any
          underwriter's discount, commission or selling concession in connection
          therewith.

     (iii)WITHDRAWAL OR SUSPENSION OF  REGISTRATION  STATEMENT.  Notwithstanding
          anything  contained to the contrary in this Section 2(b),  the Company
          shall have the absolute right, whether before or after the giving of a
          Company Piggy-Back Notice or Holder Notice, to determine not to file a
          registration statement to which the Rightsholders shall have the right
          to include  their  Registerable  Securities  therein  pursuant to this
          Section 2(b), to withdraw such  registration  statement or to delay or
          suspend pursuing the effectiveness of such registration  statement. In
          the  event of such a  determination  after  the  giving  of a  Company
          Piggy-Back Notice, the Company shall give notice of such determination
          to  all  Rightsholders   and,   thereupon,   (i)  in  the  case  of  a
          determination  not  to  register  or  to  withdraw  such  registration
          statement,  the Company shall be relieved of its obligation under this
          Section 2 to register any of the Registerable Securities in connection
          with  such  registration  and (ii) in the case of a  determination  to
          delay the  registration,  the Company  shall be  permitted to delay or
          suspend the registration of Registerable  Securities  pursuant to this
          Section 2 for the same period as the delay in the registration of such
          other  securities.  No  registration  effected under this Section 2(b)
          shall relieve the Company of its obligation to effect any registration
          upon  demand  otherwise  granted  to a  Rightsholder  under  any other
          agreement with the Company.  However,  it is acknowledge and agreed to
          by the  parties  that this  agreement  grants no demand  rights to the
          Stockholders.
<PAGE>


     3.   REGISTRATION PROCEDURES.
          -----------------------

     (a)  OBLIGATIONS OF THE COMPANY.  The Company will, in connection  with the
          registration  pursuant to Section 2 hereof:

     (i)  Prepare and file with the  Commission a registration  statement  under
          the Securities Act on any appropriate  form chosen by the Company,  in
          its sole  discretion,  which  shall be  available  for the sale of all
          Registerable Securities to be included for sale in accordance with the
          intended  method(s) of distribution  thereof and use its  commercially
          reasonable  efforts to cause  such  registration  statement  to become
          effective as soon thereafter as reasonably practicable; provided, that
          after such filing,  the Company shall,  as diligently as  practicable,
          provide  to  each   Rightsholder   such   number  of  copies  of  such
          registration  statement,  each amendment and supplement  thereto,  the
          prospectus  included in such  registration  statement  (including each
          preliminary   prospectus),   all   exhibits   thereto  and   documents
          incorporated  by  reference  therein and such other  documents as such
          Rightsholder  may  reasonably  request  in  order  to  facilitate  the
          disposition of the Registerable  Securities owned by such Rightsholder
          and included in such registration statement.

     (ii) prepare   and  file   with  the   Commission   such   amendments   and
          post-effective  amendments  to a  registration  statement  as  may  be
          necessary to keep such registration statement effective for up to nine
          months;  and cause the related  prospectus to be  supplemented  by any
          required prospectus supplement,  and as so supplemented to be filed to
          the  extent  required  pursuant  to Rule  424  promulgated  under  the
          Securities Act, during such nine-month  period;  and otherwise  comply
          with  the  provisions  of  the  Securities  Act  with  respect  to the
          disposition   of  all   Registerable   Securities   covered   by  such
          registration statement during the applicable period in accordance with
          the intended method(s) of disposition of such Registerable  Securities
          set forth in such registration statement,  prospectus or supplement to
          such prospectus;

     (iii)notify the Rightsholders  whose  Registerable  Securities are included
          in such  registration  statement and the managing  underwriter(s),  if
          any, of an underwritten offering of any of the Registerable Securities
          included in such  registration  statement,  and confirm such advice in
          writing,  (A)  when a  prospectus  or  any  prospectus  supplement  or
          post-effective  amendment  has been  filed,  and,  with  respect  to a
          registration statement or any post-effective  amendment, when the same
          has  become  effective,  (B) of any  request  by  the  Commission  for
          amendments  or  supplements  to a  registration  statement  or related
          prospectus or for additional  information,  (C) of the issuance by the
          Commission  of  any  stop  order  suspending  the  effectiveness  of a
          registration  statement or the initiation of any  proceedings for that
          purpose,  (D) if at any time the representations and warranties of the
          Company  contemplated  by clause (A) of  Paragraph  3(a)(viii)  hereof
          cease to be true and correct, (E) of the receipt by the Company of any
          notification  with respect to the suspension of the  qualification  of
          any of the Registerable Securities for sale in any jurisdiction or the
          initiation or  threatening  of any proceeding for such purpose and (F)
          of the  happening of any event which makes any  statement  made in the
          registration  statement,  the prospectus or any document  incorporated
          therein  by  reference  untrue  or which  requires  the  making of any
          changes  in the  registration  statement  or  prospectus  so that such
          registration   statement,   prospectus  or  document  incorporated  by
          reference  will not contain any untrue  statement of material  fact or
          omit to state any  material  fact  required  to be stated  therein  or
          necessary to make the statements therein not misleading;

     (iv) make  reasonable  efforts  to  obtain  the  withdrawal  of  any  order
          suspending the  effectiveness  of such  registration  statement at the
          earliest possible moment and to prevent the entry of such an order;
<PAGE>

     (v)  use  reasonable  efforts  to  register  or  qualify  the  Registerable
          Securities  included in such  registration  statement under such other
          securities or blue sky laws of such  jurisdictions as any Rightsholder
          whose  Registerable  Securities  are  included  in  such  registration
          statement reasonably requests in writing and do any and all other acts
          and  things  which  may be  necessary  or  advisable  to  enable  such
          Rightsholder  to consummate the disposition in such  jurisdictions  of
          such Registerable  Securities;  provided, that the Company will not be
          required to (A) qualify  generally to do business in any  jurisdiction
          where it would not  otherwise  be  required  to  qualify  but for this
          Paragraph  3(a)(v),  (B)  subject  itself  to  taxation  in  any  such
          jurisdiction  or (C) take any action which would subject it to general
          service of process in any such jurisdiction;

     (vi) cooperate  with the  Rightsholder  whose  Registerable  Securities are
          included   in   such   registration   statement   and   the   managing
          underwriter(s),  if any,  to  facilitate  the timely  preparation  and
          delivery of certificates  representing  Registerable  Securities to be
          sold thereunder, and enable such Registerable Securities to be in such
          denominations and registered in such names as such Rightsholder or any
          managing  underwriter(s)  may reasonably request at least two business
          days prior to any sale of Registerable Securities;

     (vii)comply with all  applicable  rules and  regulations  of the Commission
          and promptly  make  generally  available  to its  security  holders an
          earnings statement covering a period of twelve months commencing,  (A)
          in an underwritten offering, at the end of any fiscal quarter in which
          Registerable  Securities  are  sold  to  underwriter(s),  or  (B) in a
          non-underwritten offering, with the first month of the Company's first
          fiscal quarter beginning after the effective date of such registration
          statement,  which  earnings  statement in each case shall  satisfy the
          provisions of Section 11(a) of the Securities Act;

     (viii) enter into such  customary  agreements  (including  an  underwriting
          agreement  in  customary   form)  and  take  all  such  other  actions
          reasonably  requested by the  Rightsholders  holding a majority of the
          Registerable Securities included in such registration statement or the
          managing  underwriter(s)  in  order to  expedite  and  facilitate  the
          disposition of such Registerable Securities and in such connection, if
          an underwriting  agreement is entered into and if the  registration is
          an  underwritten  registration,  (A)  make  such  representations  and
          warranties,  if  any,  to  any  underwriter(s)  with  respect  to  the
          registration  statement,  prospectus  and  documents  incorporated  by
          reference,  if any, in form,  substance  and scope as are  customarily
          made by  issuers  to  underwriter(s)  in  underwritten  offerings  and
          confirm the same if and when requested, (B) obtain opinions of counsel
          to  the   Company  and  updates   thereof   addressed   to  each  such
          underwriter(s),  if any, with respect to the  registration  statement,
          prospectus and documents  incorporated by reference,  if any, covering
          the matters  customarily covered in opinions requested in underwritten
          offerings  and such other  matters as may be  reasonably  requested by
          such  underwriter(s),  (C) obtain a "cold comfort"  letter and updates
          thereof from the Company's  independent  certified public  accountants
          addressed to the  underwriter(s),  if any,  which  letters shall be in
          customary  form and cover matters of the type  customarily  covered in
          "cold comfort" letters by accountants in connection with  underwritten
          offerings,  and (D) deliver such documents and  certificates as may be
          reasonably  requested  by the  managing  underwriter(s),  if  any,  to
          evidence  compliance  with any customary  conditions  contained in the
          underwriting agreement or other agreement entered into by the Company;
          each such action required by this Paragraph  3(a)(viii)  shall be done
          at each closing under such underwriting or similar agreement or as and
          to the extent required thereunder; and

     (ix) if  requested  by  the  holders  of a  majority  of  the  Registerable
          Securities   included  in  such   registration   statement,   use  its
          commercially   reasonable  best  efforts  to  cause  all  Registerable
          Securities  which are  included in such  registration  statement to be
          listed,  subject to notice of issuance,  by the date of the first sale
          of  such  Registerable   Securities   pursuant  to  such  registration
          statement,  on each securities  exchange,  if any, on which securities
          similar to the Registered Securities are listed.
<PAGE>

     (b)  OBLIGATIONS OF  RIGHTSHOLDERS.  In connection with any registration of
          Registerable  Securities  of a  Rightsholder  pursuant  to  Section  2
          hereof:

     (i)  The Company  may require  that each  Rightsholder  whose  Registerable
          Securities are included in such registration  statement furnish to the
          Company  such   information   regarding  the   distribution   of  such
          Registerable  Securities and such Rightsholder as the Company may from
          time to time reasonably request in writing; and

     (ii) Each Rightsholder,  upon receipt of any notice from the Company of the
          happening of any event of the kind  described in clauses (B), (C), (E)
          and (F) of Paragraph  3(a)(iii)  hereof,  shall forthwith  discontinue
          disposition of Registerable  Securities  pursuant to the  registration
          statement   covering   such   Registerable   Securities   until   such
          Rightsholder's  receipt of the copies of the  supplemented  or amended
          prospectus  contemplated by clause (A) of Paragraph  3(a)(iii) hereof,
          or until such Rightsholder is advised in writing (the "Advice") by the
          Company that the use of the applicable  prospectus may be resumed, and
          until such  Rightsholder  has  received  copies of any  additional  or
          supplemental  filings which are  incorporated by reference in or to be
          attached to or included with such  prospectus,  and, if so directed by
          the  Company,  such  Rightsholder  will deliver to the Company (at the
          expense of the Company) all copies,  other than  permanent file copies
          then in the possession of such Rightsholder, of the current prospectus
          covering such  Registerable  Securities at the time of receipt of such
          notice;  the  Company  shall  have  the  right  to  demand  that  such
          Rightsholder or other holder verify its agreement to the provisions of
          this Paragraph 3(b)(ii) in a document executed by the Rightsholder.

     4.   REGISTRATION  EXPENSES. All expenses incident to the performance of or
          compliance  with this  Agreement  by the Company,  including,  without
          imitation,  all  registration  and  filing  fees  of  the  Commission,
          National  Association of Securities Dealers,  Inc. and other agencies,
          fees and  expenses  of  compliance  with  securities  or blue sky laws
          (including  reasonable fees and disbursements of counsel in connection
          with blue sky qualifications of the Registerable  Securities),  rating
          agency fees,  printing  expenses,  messenger  and  delivery  expenses,
          internal expenses  (including,  without  limitation,  all salaries and
          expenses of its officers and employees  performing legal or accounting
          duties),  the  fees  and  expenses  incurred  in  connection  with the
          listing,  if any, of the  Registerable  Securities  on any  securities
          exchange  or market  and fees and  disbursements  of  counsel  for the
          Company and the Company's  independent  certified  public  accountants
          (including the expenses of any special audit or "cold comfort" letters
          required by or  incidental  to such  performance),  Securities  Act or
          other  liability  insurance  (if the  Company  elects to  obtain  such
          insurance),  the fees and expenses of any special experts  retained by
          the  Company in  connection  with such  registration  and the fees and
          expenses  of any  other  person  retained  by  the  Company  (but  not
          including any  underwriting  discounts or commissions  attributable to
          the sale of Registerable Securities or other out-of-pocket expenses of
          the  Rightsholders,  or the  agents  who act on their  behalf,  unless
          reimbursement  is specifically  approved by the Company) will be borne
          by  the  Company.   All  such  expenses  are  herein  referred  to  as
          "Registration Expenses."

     5.   INDEMNIFICATION: CONTRIBUTION.
          -----------------------------

     (a)  INDEMNIFICATION  BY THE COMPANY.  The Company  agrees to indemnify and
          hold harmless, to the full extent permitted by law, each Rightsholder,
          its officers and directors,  and its legal counsel,  accountants,  and
          underwriters,  and each person who controls such Rightsholder  (within
          the meaning of the  Securities  Act),  if any, and any agent  thereof,
          against  all  losses,  claims,   damages,   liabilities  and  expenses
          (including  reasonable  attorney's fees and expenses of investigation)
          incurred  by such party  pursuant  to any actual or  threatened  suit,
          action, proceeding or investigation to which they may be subject under
          the Securities Act or any other federal or any state  securities laws,
          arising  out of or  based  upon  (i)  any  untrue  or  alleged  untrue
          statement of a material fact contained in any registration  statement,
          prospectus  or  preliminary  prospectus,  (ii) any omission or alleged
          omission  to state  therein  a  material  fact  required  to be stated
          therein or necessary to make the statements  therein,  in the light of
          the circumstances  under which they were made, not misleading,  except
          insofar as the same arise out of or are based  upon,  any such  untrue
          statement  or omission  based upon  information  with  respect to such
          Rightsholder  furnished in writing to the Company by such Rightsholder
          expressly for use therein or (iii) any violation or alleged  violation
          by the Company of the  Securities  Act,  the  Exchange  Act, any state
          securities  laws  or any  rule or  regulation  promulgated  under  the
          Securities Act, the Exchange Act or any state securities laws relating
          to the Registration Statement.

     (b)  INDEMNIFICATION  BY RIGHTSHOLDER.  In connection with any registration
          statement  in  which  a  Rightsholder  is  participating,   each  such
          Rightsholder  will be  required  to furnish to the  Company in writing
          such  information  with  respect to such  Rightsholder  as the Company
          reasonably  requests for use in connection with any such  registration
          statement or prospectus, and each Rightsholder agrees to the extent it
          is  such  a  holder  of  Registerable   Securities  included  in  such
          registration  statement,  and each other such  holder of  Registerable
          Securities included in such Registration Statement will be required to
          agree, to indemnify, to the full extent permitted by law, the Company,
          the directors and officers of the Company and each person who controls
          the  Company  (within  the  meaning of the  Securities  Act) any agent
          thereof, its legal counsel, accountants and underwriters,  against any
          losses,   claims,   damages,   liabilities  and  expenses   (including
          reasonable attorney's fees and expenses of investigation)  incurred by
          such  party  pursuant  to  any  actual  or  threatened  suit,  action,
          proceeding  or  investigation  to which they may be subject  under the
          Securities  Act or any other  federal  or any state  securities  laws,
          arising  out of or  based  upon  (i)  any  untrue  or  alleged  untrue
          statement of a material fact or any omission or alleged  omission of a
          material  fact  necessary,  to make the  statements  contained  in any
          registration statement,  prospectus, or preliminary prospectus (in the
          case of a prospectus,  in the light of the  circumstances  under which
          they are made) not misleading,  to the extent, but only to the extent,
          that such  untrue  statement  or  omission  is based upon  information
          relating to such  Rightsholder or other holder furnished in writing to
          the Company expressly for use therein or (ii) any violation or alleged
          violation by such  Rightsholder  of the  Securities  Act, the Exchange
          Act, any state  securities laws or any rule or regulation  promulgated
          under the  Securities  Act, the  Exchange Act or any state  securities
          laws relating to the Registration Statement.
<PAGE>

     (c)  CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  Promptly after receipt by an
          indemnified  party  under  this  Section  5 of  written  notice of the
          commencement  of any  action,  proceeding,  suit or  investigation  or
          threat  thereof made in writing for which such  indemnified  party may
          claim indemnification or contribution pursuant to this Agreement, such
          indemnified  party shall notify in writing the  indemnifying  party of
          such  commencement  or  threat;  but the  omission  so to  notify  the
          indemnifying  party shall not relieve the indemnifying  party from any
          liability  which the  indemnifying  party may have to any  indemnified
          party  (i)  hereunder,  unless  the  indemnifying  party  is  actually
          prejudiced  thereby,  or (ii)  otherwise than under this Section 5. In
          case any such action,  suit or proceeding shall be brought against any
          indemnified   party,  and  the  indemnified  party  shall  notify  the
          indemnifying party of the commencement thereof, the indemnifying party
          shall be entitled to participate  therein and the  indemnifying  party
          shall assume the defense thereof, with counsel reasonably satisfactory
          to the  indemnified  party,  and the  obligation  to pay all  expenses
          relating thereto. The indemnified party shall have the right to employ
          separate  counsel  in any  such  action,  suit  or  proceeding  and to
          participate in the defense thereof,  but the fees and expenses of such
          counsel shall be at the expense of such  indemnified  party unless (i)
          the indemnifying party has agreed to pay such fees and expenses,  (ii)
          the indemnifying party shall have failed to assume the defense of such
          action,   suit  or   proceeding  or  to  employ   counsel   reasonably
          satisfactory to the  indemnified  party therein or to pay all expenses
          relating  thereto  or (iii) the named  parties  to any such  action or
          proceeding   (including  any  impleaded   parties)  include  both  the
          indemnified party and the indemnifying party and the indemnified party
          shall have been advised by counsel that there may be one or more legal
          defenses  available to the indemnified  party which are different from
          or additional to those available to the  indemnifying  party and which
          may  result in a  conflict  between  the  indemnifying  party and such
          indemnified  party (in which case, if the  indemnified  party notifies
          the indemnifying party in writing that the indemnified party elects to
          employ separate counsel at the expense of the indemnifying  party, the
          indemnifying  party  shall not have the right to assume the defense of
          such action or proceeding on behalf of the indemnified party; it being
          understood,  however,  that  the  indemnifying  party  shall  not,  in
          connection  with any one such action,  suit or  proceeding or separate
          but substantially similar or related actions,  suits or proceedings in
          the same jurisdiction  arising out of the same general  allegations or
          circumstances,  be liable for the fees and  expenses  of more than one
          separate  firm of attorneys at any time for all  indemnified  parties,
          which firm shall be designated in writing by the indemnified party).

     (d)  CONTRIBUTION.  If the  indemnification  provided for in this Section 5
          from the  indemnifying  party is unavailable  to an indemnified  party
          hereunder in respect of any losses,  claims,  damages,  liabilities or
          expenses referred to therein,  then the indemnifying party, in lieu of
          indemnifying  such indemnified  party,  shall contribute to the amount
          paid or payable by such indemnified  party as a result of such losses,
          claims, damages,  liabilities or expenses (i) in such proportion as is
          appropriate  to  reflect  the  relative   benefits   received  by  the
          indemnifying  party on the one hand and the  indemnified  party on the
          other or (ii) if the  allocation  provided  by clause (i) above is not
          permitted by applicable  law, in such  proportion as is appropriate to
          reflect not only the relative  benefits  received by the  indemnifying
          party on the one hand and the indemnified  party on the other but also
          the relative fault of the indemnifying party and indemnified party, as
          well as any other  relevant  equitable  considerations.  The  relative
          fault of such indemnifying party and the indemnified  parties shall be
          determined by reference to, among other things,  whether any action in
          question,  including  any  untrue or  alleged  untrue  statement  of a
          material  fact or  omission  or alleged  omission  to state a material
          fact,  has been made by, or relates to  information  supplied by, such
          indemnifying party or indemnified  parties,  and the parties' relative
          intent, knowledge, access to information and opportunity to correct or
          prevent such action. The amount paid or payable by a party as a result
          of the losses, claims,  damages,  liabilities and expenses referred to
          above shall be deemed to include,  subject to the limitation set forth
          in  Section  5(e),  any  legal or other  fees or  expenses  reasonably
          incurred  by such  party  in  connection  with  any  investigation  or
          proceeding.

          The parties  hereto  agree that it would not be just and  equitable if
          contribution  pursuant to this Paragraph  5(d) were  determined by pro
          rata  allocation or by any other method of  allocation  which does not
          take into account the equitable  considerations referred to in clauses
          (i) and (ii) of the immediately preceding paragraph.  No person guilty
          of fraudulent  misrepresentation  (within the meaning of Section 11(f)
          of the  Securities  Act) shall be  entitled to  contribution  from any
          person who was not guilty of such fraudulent misrepresentation.
<PAGE>

     (e)  LIMITATION.  Anything to the  contrary  contained in this Section 5(e)
          notwithstanding,  no holder of Registerable Securities shall be liable
          for indemnification and contribution payments aggregating an amount in
          excess of the maximum  amount  received  by such holder in  connection
          with any sale of Registerable Securities as contemplated herein.

     (f)  SURVIVAL.  The obligations of the Company and the Rightsholders  under
          this  Section  5 shall  survive  the  completion  of any  offering  of
          Registerable   Securities  in  a  registration  statement  under  this
          Agreement.

     6.   PARTICIPATION  IN  UNDERWRITTEN  REGISTRATION.   No  Rightsholder  may
          participate in any  underwritten  registration  hereunder  unless such
          Rightsholder (i) agrees to sell such Rightsholder's  securities on the
          basis  provided  in  any  underwriting  arrangements  approved  by the
          persons entitled  hereunder to approve such arrangements and to comply
          with  Regulation  M under  the  Exchange  Act and (ii)  completes  and
          executes  all  questionnaires,   appropriate  and  limited  powers  of
          attorney, escrow agreements, indemnities,  underwriting agreements and
          other   documents   reasonably   required  under  the  terms  of  such
          underwriting  arrangement;  provided, that all such documents shall be
          consistent with the provisions of Section 3 hereof.

     7.   COUNTERPARTS.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  all of  which  shall  be  considered  one and the  same
          agreement  and shall become  effective  when one or more  counterparts
          have been  signed by each of the parties  and  delivered  to the other
          party,  it being  understood  that all parties  need not sign the same
          counterpart.

     8.   ENTIRE  AGREEMENT . This  Agreement and the documents and  instruments
          and other  agreements  among the parties hereto as  contemplated by or
          referred to herein,  (a)  constitute  the entire  agreement  among the
          parties with respect to the subject  matter  hereof and  supersede all
          prior agreements and understandings,  both written and oral, among the
          parties  with  respect to the  subject  matter  hereof and (b) are not
          intended  to  confer  upon any other  person  any  rights or  remedies
          hereunder, except as set forth herein.

     9.   SEVERABILITY  . In the event that any  provision of this  Agreement or
          the application thereof becomes or is declared by a court of competent
          jurisdiction to be illegal,  void or  unenforceable,  the remainder of
          this  Agreement  will  continue  in  full  force  and  effect  and the
          application of such provision to other persons or  circumstances  will
          be  interpreted  so as  reasonably to effect the intent of the parties
          hereto.   The  parties   further   agree  to  replace   such  void  or
          unenforceable provision of this Agreement with a valid and enforceable
          provision  that will achieve,  to the extent  possible,  the economic,
          business and other purposes of such void or unenforceable provision.

     10.  GOVERNING LAW . This  Agreement  shall be governed by and construed in
          accordance  with the laws of the State of Delaware,  regardless of the
          laws that  might  otherwise  govern  under  applicable  principles  of
          conflicts  of law  thereof.  Each of the  parties  hereto  irrevocably
          consents to the exclusive  jurisdiction  of any state or federal court
          within the State of New York, in connection with any matter based upon
          or arising out of this Agreement or the matters  contemplated  herein,
          agrees that  process may be served upon them in any manner  authorized
          by the laws of the Commonwealth of Massachusetts  for such persons and
          waives and covenants  not to assert or plead any objection  which they
          might otherwise have to such jurisdiction and such process.

     11.  ASSIGNMENT.  No party may assign  either this  Agreement or any of its
          rights,  interests, or obligations hereunder without the prior written
          approval of the other  parties.  Notwithstanding  the  foregoing,  the
          rights  to cause  the  Company  to  register  Registerable  Securities
          pursuant  to  Section 2 may be  assigned  (but  only with all  related
          obligations)  by a  Rightsholder  to a transferee  or assignee of such
          securities that (i) is a subsidiary, parent, partner, limited partner,
          retired  partner  or  stockholder  of  a   Rightsholder,   (ii)  is  a
          Rightsholder's  spouse  or  member  of such  Rightsholder's  immediate
          family,  or a  custodian,  trustee  (including  a trustee  of a voting
          trust),   executor  or  other   fiduciary   for  the  account  of  the
          Rightsholder's  spouse  or  members  of the  Rightsholder's  immediate
          family,  a  trust  for  the  Rightsholder's  own  self,  a  charitable
          remainder  trust or an entity that is controlled by one or more of the
          Rightsholder's  immediate  family,  or (iii) after such  assignment or
          transfer,  holds at least  25,000  shares of  Registerable  Securities
          (subject to appropriate  adjustment for stock splits, stock dividends,
          combinations and other  recapitalizations),  provided; (a) the Company
          is,  within a  reasonable  time after such  transfer,  furnished  with
          written notice of the name and address of such  transferee or assignee
          and the securities with respect to which such registration  rights are
          being  assigned;  (b) such transferee or assignee agrees in writing to
          be bound by and subject to the terms and conditions of this Agreement,
          including without limitation the provisions of Section 2; and (c) such
          assignment  shall be  effective  only if  immediately  following  such
          transfer the further  disposition of such securities by the transferee
          or assignee is restricted under the Securities Act.
<PAGE>

     12.  AMENDMENTS  AND WAIVERS.  Except as  otherwise  provided  herein,  the
          provisions  of  this  Agreement  may  not  be  amended,   modified  or
          supplemented  without  the  written  consent  of each  of the  parties
          hereto.  Any of the Stockholders or the Company may, by written notice
          to the  others,  (i) waive any of the  conditions  to its  obligations
          hereunder  or  extend  the  time  for  the  performance  of any of the
          obligations or actions of the other,  (ii) waive any  inaccuracies  in
          the representations of the other contained in this Agreement or in any
          documents delivered pursuant to this Agreement, (iii) waive compliance
          with any of the covenants of the other contained in this Agreement and
          (iv)  waive or modify  performance  of any of the  obligations  of the
          other. No action taken pursuant to this Agreement,  including, without
          limitation,  any investigation by or on behalf of any party,  shall be
          deemed  to  constitute  a waiver by the party  taking  such  action or
          compliance with any representation,  warranty,  condition or agreement
          contained  herein.  Waiver of the breach of any one or more provisions
          of this  Agreement  shall not be deemed or construed to be a waiver of
          other breaches or subsequent breaches of the same provisions.

     13.  NOTICES.   All   notices,   demands,   requests,   demands  and  other
          communications  required or otherwise given under this Agreement shall
          be in  writing  and shall be deemed  to have been duly  given if:  (a)
          delivered by hand against written receipt therefor, (b) forwarded by a
          third party company or governmental entity providing delivery services
          in the  ordinary  course of business  which  guarantees  delivery  the
          following  business day, (c) mailed by  registered or certified  mail,
          return  receipt  requested,  postage  prepaid,  or (d)  transmitted by
          facsimile transmission  electronically confirmed for receipt, in full,
          by the other party no later than 5:00 p.m., local time, on the date of
          transmission,  addressed as follows (i) If to the Company, to Pipeline
          Data Inc. 250 East Hartsdale  Avenue,  Suite 21,  Harsdale,  New York,
          Attention:  Jack Rubenstein;  and (ii) if to the Stockholders,  to the
          respective  address set forth on the signature pages hereof,  or (iii)
          in the case of any of the  parties  hereto,  at such other  address as
          such party shall have furnished to each of the other parties hereto in
          accordance with this Section 13. Each such notice,  demand, request or
          other  communication  shall be  deemed  given  (i) on the date of such
          delivery by hand, (ii) on the first business day following the date of
          such  delivery  to  the  overnight   delivery   service  or  facsimile
          transmission or (iii) three business days following such mailing.

     14.  OTHER  REMEDIES.  Except as  otherwise  provided  herein,  any and all
          remedies  herein  expressly  conferred  upon a party  will  be  deemed
          cumulative  with  and not  exclusive  of any  other  remedy  conferred
          hereby,  or by law or equity  upon such party,  and the  exercise by a
          party of any one remedy will not  preclude  the  exercise of any other
          remedy.

     15.  FURTHER  ASSURANCES.  Each party hereto  covenants and agrees with all
          other parties hereto to promptly execute,  deliver, file and/or record
          such agreements, instruments,  certificates and other documents and to
          do and  perform  such other and  further  acts and things as any other
          party hereto may  reasonably  request or as may otherwise be necessary
          or proper to  consummate  and  perfect the  transactions  contemplated
          hereby.
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by themselves or their duly authorized respective officers, all as of the
date first written above.


                                   PIPELINE DATA INC.


                                   By:
                                   -----------------------------------------

                                   Name:
                                   --------------------------------------
                                   Title:

                                   --------------------------------------------


             [SEE ATTACHED STOCKHOLDER COUNTERPART SIGNATURE PAGES]


<PAGE>


                                    Exhibit A


----------------------
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)


**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)





                                            -----------------
                                            Total Shares


<PAGE>


                   Counterpart Signature Page for Stockholders

         The undersigned hereby agrees to become a party to that certain
Registration Rights Agreement dated as of March _____, 2002 between Pipeline
Data Inc. and each of the parties listed on Exhibit A who have executed a
Counterpart Signature Page to the Registration Rights Agreement.





                                                            Name (printed):

                                                                     Address: