ACQUISITION AGREEMENT


         Acquisition Agreement, made this ____ day of March, 2002 among:

                               PIPELINE DATA INC.
                       250 East Hartsdale Avenue, Suite 21
                               Hartsdale, New York
                             a Delaware corporation

                                  (the "Buyer")

                                       and

                             SECUREPAY, INCORPORATED
                             1599 Washington Street
                         Braintree, Massachusetts 02184
                             a Delaware corporation
                                 (the "Company")


                                       and

                                MacAllister Smith
                                 Paul Chiumento
                                  Philip Chait
                            Gilbert Anthony Reynolds
                                  Kent Stiritz
                                Christopher Swift
                                  Barbara Klien
                                Catherine Brannon
                              CardAccept.com, Inc.
                                 (the "Sellers")
<PAGE>


WHEREAS;

A.   Buyer is  engaged  in the  development  of a  web-site  for the  purpose of
     disseminating health and other useful information to the public.

B.   Company has  developed a system to provide  authorization  routing and data
     capture  transfer in connection with  transactions  involving credit cards,
     proprietary  electronic  database  shopping cart  technologies and Internet
     gateway  solutions,  Web hosting and Web design products in accordance with
     certain specifications and standards adopted by Company.

C.   The parties  hereto deem it to be in the best interest of each of them that
     Buyer purchase 100 percent of the issued and  outstanding  capital stock of
     the Company,  and succeed to the  business of the Company,  all pursuant to
     such terms, provisions and conditions as the parties hereto shall agree.

     NOW, THEREFORE,  WITNESSETH,  that for and in consideration of the premises
and of the mutual  promises and  covenants  hereinafter  set forth,  the parties
hereto agree as follows:

A.   PURCHASE AND PAYMENT

     1.   PURCHASE AND SALE OF STOCK.

     1.1  Buyer  agrees to purchase  from  Sellers  and Sellers  agrees to sell,
          assign,  transfer  and  deliver to Buyer 100 percent of the issued and
          outstanding  stock of the  Sellers  owned by Sellers as  described  in
          Schedule A annexed  hereto and made a part hereof  (collectively,  the
          "Stock").

     1.2  The  purchase  and  payment for the Stock by Buyer shall take place at
          the  time  and in the  manner  hereinafter  provided,  and  the  sale,
          assignment,  transfer and delivery of the Stock by Sellers, shall take
          place  on  the  Closing  Date  at  the  Closing  as  those  terms  are
          hereinafter  defined,  subject to the  fulfillment  of the  conditions
          hereinafter provided.

     2.   PURCHASE PRICE.

     2.1  The  aggregate  purchase  price of the Stock (the  "Purchase  Price"),
          shall be fifteen  million two  hundred  thousand  (15,200,000)  common
          shares of the Buyer.

     2.2  The  shares   comprising  of  seven   million  six  hundred   thousand
          (7,6000,000) common shares of the Buyer of the Purchase Price shall be
          transferred to the Sellers at closing.

     2.3  The remaining shares  comprising of seven million six hundred thousand
          (7,600,000)  common shares of the buyer of the Purchase Price shall be
          held in escrow by the Buyer's attorney Sheila Corvino on behalf of the
          Sellers (as set forth in the "Escrow Agreement" attached as Schedule A
          hereto),  and  shall be  transferred  to the  Sellers  subject  to the
          Company's ability to meet the following projected revenue targets:
<PAGE>

     2.3.1If and when the Company's gross revenue run rate reaches  $100,000 per
          month as  determined  by the most recent Form 10Q or Form 10K filed by
          the Buyer, then within 10 days after the applicable  filing, the board
          of directors of Buyer shall review and determine if revenue target was
          met and if met, the Buyer  shall,  within 30 days  thereafter,  direct
          Sheila  Corvino to promptly  deliver  3,800,000  common  shares of the
          Buyer to the Sellers.

     2.3.2If and when the Company's gross revenue run rate reaches  $200,000 per
          month as  determined  by the most recent Form 10Q or Form 10K filed by
          the Buyer, then within 10 days after the applicable  filing, the board
          of directors of Buyer shall review and determine if revenue target was
          met and if met, the Buyer  shall,  within 30 days  thereafter,  direct
          Sheila  Corvino to promptly  deliver  3,850,000  common  shares of the
          Buyer to the Sellers.

     2.4  The Parties  acknowledge  and agree that the  remaining  common shares
          distributable  pursuant  to  paragraph  2.3  above  shall be issued to
          officers, directors,  employees, or advisors of Pipeline in accordance
          with the contribution their efforts have made to the Company.

     2.5  In the event the  Company  does not meet the  revenue  targets  as set
          forth  in  2.3.1  and  2.3.2)  prior  to  March  31,  2005,  then  any
          non-transferred  remaining  shares of the seven  million  six  hundred
          thousand  (7,600,000) common shares of the Buyer of the Purchase price
          shall  be  returned  to the  treasury  of  the  Buyer  by the  Buyer's
          attorney,  Sheila Corvino,  on behalf of the Sellers,  and any further
          rights  associated  with said remaining  common shares of the Buyer by
          the Sellers shall forever terminate.

B.   REPRESENTATIONS AND WARRANTIES OF BUYER
     ---------------------------------------

     Buyer hereby warrants and represents to Sellers and the Company that, as of
     the date hereof, the following statements are true and correct.

     1.   CORPORATE STATUS.

          The Buyer is (a) duly organized, validly existing and in good standing
          under the laws of the State of Delaware;  (b) has full corporate power
          to own all of its  properties  and carry on its  business as it is now
          being  conducted;  and (c) is  qualified  to do  business as a foreign
          corporation in each of the  jurisdictions in which it operates and the
          character  of the  properties  owned by the Buyer or the nature of the
          business transacted by the Buyer does not make qualification necessary
          in any other jurisdiction or jurisdictions.

     2.   AUTHORITY TO BUYER.

          Buyer has full  right,  power and  authority  to issue and deliver its
          common  shares to the  Sellers  in  accordance  with the terms of this
          Agreement,  and  otherwise  to  consummate  and close the  transaction
          provided for in this Agreement in the manner and upon the terms herein
          specified.

     3.   FINANCIAL STATEMENTS.

          The  Buyer  has  made  available  through  public  record  its  public
          financial filings on form 10K and 10Q through September 30, 2001.

     4. PERIOD SINCE MOST RECENT FINANCIALS.

          From the date of the most recent reviewed quarterly report, the Buyer
          has:

     4.1  Not suffered any material  adverse change in its financial  condition,
          assets, liabilities or business.

     4.2  Not affirmatively  waived,  canceled or compromised any of its rights,
          debts or claims of substantial value.

     4.3  Not made any distribution to its shareholders, as shareholders, of any
          assets, by way of dividends,  purchase of shares or otherwise,  except
          as disclosed hereto.
<PAGE>

     4.4  Not mortgaged,  pledged or granted a lien or encumbrance on any of its
          properties or assets.

     4.5  Not sold or  transferred  any of its assets,  tangible  or  intangible
          except  inventory and other assets sold or disposed of in the ordinary
          and usual course of business.

     4.6  Not incurred any extraordinary losses, within the meaning of generally
          accepted accounting  principles,  and/or incurred or become liable for
          any obligations or liabilities except current liabilities,  within the
          meaning of generally accepted accounting  principles,  incurred in the
          ordinary  and usual  course  of  business,  or made any  extraordinary
          expenditures,  within the  meaning of  generally  accepted  accounting
          principles.

     4.7  Other than option  issuances as  discussed  in paragraph 5 below,  not
          increased  the  rate  of  compensation  for  any  of its  officers  or
          directors nor for any executive employees,  except as may be in accord
          with past  practices and in the usual and ordinary  course of business
          of the Buyer.

     4.8  Not  experienced   any  material   adverse  effect  on  its  business,
          properties   and  assets  as  the  result  of  any  fire,   explosion,
          earthquake,  flood, drought,  windstorm,  accident,  strike,  embargo,
          confiscation of vital equipment,  material or inventory,  cancellation
          of  contracts  by any  domestic or foreign  government,  or any agency
          thereof,  or customer whose business with seller represents 5% or more
          of sellers gross revenue, riot, activities of armed forces, or acts of
          God or the public enemy.

     4.9  To the best  knowledge  of Buyer and other than a $25,000 loan for the
          benefit  of  National  Preplanning,  Inc.,  it has  not  incurred  any
          liabilities,  contingent  or  otherwise,  except  those  stated in the
          balance  sheet of the Buyer as of  September  30,  2001,  and  current
          liabilities  incurred  in the  ordinary  and usual  course of business
          since the date of the report.

     5.   CAPITAL STRUCTURE.

          The Buyer (a) is authorized by its charter and applicable law to issue
          capital  stock of the type and  having  par values as set forth in its
          registration  statement,  exhibits and subsequent  reports,  which are
          publicly available; (b) has 3,400,000 issued and outstanding shares of
          its  capital  stock,  all of which  such  shares  are  fully  paid and
          non-assessable; (c) has allocated or has the right to allocate, in the
          sole  discretion  the Chairman of the Board,  up to 1,400,000  options
          pursuant  to the Buyers  option plan to be  registered  on the Buyer's
          Form S-8 after  the  acquisition;  (d) has all  voting  rights  vested
          exclusively in the presently issued and outstanding capital stock.

          The Buyer acknowledges and agrees to the prompt filing of Form 8-A and
          to the future use of the Buyer's option plan to reward the Sellers and
          members of the Buyer for the  valuable  services  they have  agreed to
          provide the Buyer. The parties to this agreement acknowledge and agree
          that the Form S-8  registering  all  holders'  options and  underlying
          common stock shall be filed  within a reasonable  period of time after
          the effective  date of the  acquisition,  as determined by the Buyer's
          Chairman of the Board, Jack Rubinstein.

     6.   TITLE TO ASSETS, CONTRACTUAL RIGHTS.

          The  Buyer  has  good  and  marketable  title  to all  of its  assets,
          including its intellectual property and trade secrets.


     7.   PEACEABLE POSSESSION OF ASSETS.

          The  ownership  and  possession of all of the assets of the Buyer have
          been  peaceable and  undisturbed  and the title thereto has never been
          disputed or  questioned  to the  knowledge of the Buyer;  nor does the
          Buyer  know of any facts by reason  of which the  possession  or title
          thereof by the Buyer might be disturbed or  questioned or by reason of
          which any claim to its assets  might arise or be set up adverse to the
          Buyer.
<PAGE>

     8.   REGULATORY GOOD STANDING.

          The Buyer has all material rights, certificates, authorities, permits,
          licenses,  franchises  and other  authorizations  necessary to and has
          complied in material respects with all laws applicable to, the conduct
          of its business in the manner and in the areas in which such  business
          is presently being conducted and all such  certificates,  authorities,
          rights, permits, licenses, franchises and authorizations are valid, in
          good standing, in full force and effect, under no orders of suspension
          or restraints,  and subject to no disciplinary,  probationary or other
          orders.  To the best of its  knowledge,  the Buyer has  engaged  in no
          activity  whatever which would cause or lead to proceedings  involving
          revocation,  suspension,  restraint,  disciplinary action or any other
          action whereby any of such certificates, authorities, rights, permits,
          licenses, franchises or authorizations,  or any part thereof, might be
          canceled, terminated, suspended, impaired, lost or otherwise adversely
          affected,  and no action or proceeding looking to or contemplating any
          of the  foregoing is pending or to the Buyer's  knowledge  threatened.
          The  foregoing  shall  not be  deemed  to  constitute  a  warranty  or
          representation  that  the  Buyer  has  not  heretofore  or  shall  not
          hereafter suffer to be committed minor and unintentional violations of
          any  governmental  regulations  of such nature as not to cause  either
          suspension or revocation of the Buyer's operating authority.

     9.   LITIGATION.

          The Buyer is not a party to any pending or to its knowledge threatened
          suit,  action,  proceeding,  prosecution  or  litigation  which  might
          materially adversely affect the financial condition, business, assets,
          properties,   certificates,   rights,   authorities,   franchises   or
          authorizations of the Buyer, or materially interfere therewith, nor to
          the  knowledge  of the  Buyer  is  there  any  threatened  or  pending
          governmental   investigation   involving  the  Buyer  or  any  of  its
          operations,  including  inquiries,  citations  or  complaints  by  any
          federal,   state  or  local  administration  or  agency,  which  would
          materially adversely affect the financial condition,  business, assets
          or properties of the Buyer; and there are no outstanding,  existing or
          pending judgments, orders, decrees, rulings, directives,  stipulations
          or other mandates of any court or any public or  quasi-public  agency,
          body or official which have been in any way violated as they relate to
          or affect  the  Buyer or any of the  Buyer's  properties,  businesses,
          operations, affairs or activities.


     10.  DEFAULTS.

          There are no  material  defaults  on the part of the  Buyer  under any
          contract, lease, mortgage,  pledge, credit agreement,  title retention
          agreement,   security  agreement,   lien,  encumbrance  or  any  other
          commitment, contract, agreement or undertaking to which the Buyer is a
          party.

     11.  TAX RETURNS.

          All returns for federal,  state and other  governmental  income taxes,
          surtaxes,  excess profits taxes, franchise taxes, sales and use taxes,
          real and personal  property taxes and any and all other taxes to which
          the Buyer, or its assets,  operations or income may be subject, due as
          of the date  hereof,  have been duly  prepared and filed in good faith
          and all taxes shown thereon have been paid or are accrued on the books
          of the Buyer.

     12.  COMPLIANCE WITH LAW.

          All of the  properties,  assets and business  operations  of the Buyer
          conform  in  material   respects  with  all   applicable   ordinances,
          regulations, laws and statutes, including but not limited to building,
          zoning,  safety,  highway and other such laws, rules,  regulations and
          ordinances.

     13.  INFRINGEMENTS.

          The Buyer has never been charged with infringement or violation of any
          adversely  held patent,  trademark,  trade name,  or  copyright,  with
          claims  reading on  operations of the Buyer or on apparatus or methods
          employed by the Buyer in effecting  the same,  which would  materially
          adversely affect any operation of the Buyer, nor is the Buyer using or
          in any  way  making  use  of any  confidential  information  or  trade
          secrets, of any former employer or any present or past employee of the
          Buyer  except as a result of the  acquisition  of the business of such
          former employer.
<PAGE>

     14.  TRUTH OF REPRESENTATION.

          No representation by the Buyer made in this Agreement and no statement
          made in any  certificate or schedule  furnished in connection with the
          transaction herein contemplated contains or will contain any knowingly
          untrue statement of a material fact or knowingly omits or will omit to
          state  any  material  fact  reasonably  necessary  to  make  any  such
          representation  or any such  statement not misleading to a prospective
          purchaser of its common shares.

     15.  LOAN FACILITATED BY JACK RUBINSTEIN.

          Jack  Rubinstein  shall loan or  facilitate a loan to the Buyer within
          seven days after the Closing Date.  The loan shall be in the amount of
          $100,000.  It shall be for a term of one year.  It shall bear interest
          at the annual rate of 8%. The loan may be converted by Mr.  Rubinstein
          into common shares of the Buyer at the per share as of the date of his
          agreement to make the loan  facilitation,  March 8, 2001. As an equity
          incentive to make this loan,  the Buyer shall issue to Mr.  Rubinstein
          100,000 warrants to purchase common shares of the Buyer at an exercise
          price of the per share market price as of the date of his agreement to
          make the loan  facilitation,  March 8, 2001. The warrants shall have a
          term of three  years.  All  shares  shall  be  subject  to piggy  back
          registration rights equal to the Sellers. This transaction shall serve
          as a template for other private debt financing sought by the Buyer.

C.   REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

     Sellers and the Company  hereby  warrant and represent to Buyer that, as of
     the date hereof, the following statements are true and correct.

     1.   CORPORATE STATUS.

          The  Company  is (a)  duly  organized,  validly  existing  and in good
          standing  under  the  laws of the  State  of  Delaware;  (b) has  full
          corporate power to own all of its properties and carry on its business
          as it is now being conducted; and (c) is qualified to do business as a
          foreign  corporation in each of the jurisdictions in which it operates
          and the character of the properties owned by the Company or the nature
          of the business  transacted by the Company does not make qualification
          necessary in any other jurisdiction or jurisdictions.

     2.   AUTHORITY TO SELL.

          Sellers have full right,  power and  authority  to sell,  transfer and
          deliver the Stock owned by such Seller to Buyer in accordance with the
          terms of this  Agreement,  and otherwise to  consummate  and close the
          transaction  provided for in this Agreement in the manner and upon the
          terms herein specified.

     3.   FINANCIAL STATEMENTS.

          At or prior to the date of this  Agreement,  the Company has delivered
          to Buyer  internal  financial  statements as of December 31, 2001, and
          said internal  financial  statements,  including the related notes and
          explanatory  notes,  present  fairly  the  financial  position  of the
          Company at the date thereof and the results of its  operations for the
          periods  therein  indicated,  in conformity  with  generally  accepted
          accounting  principals applied on a basis consistent in each case with
          that of the preceding  year. The Sellers and Company warrant and agree
          that promptly upon execution of this Agreement, they shall provide the
          Buyer with audited financial statements as of December 31, 2001.

     4.   PERIOD SINCE MOST RECENT FINANCIALS.

          From the date of the  most  recent  reviewed  internal  balance  sheet
          included in the Company's Financials, the Company has:

          4.1  Not  suffered  any  material  adverse  change  in  its  financial
               condition, assets, liabilities or business.

          4.2  Not  affirmatively  waived,  canceled or  compromised  any of its
               rights, debts or claims of substantial value.
<PAGE>

          4.3  Not issued any additional  shares of stock,  rights or options to
               purchase or convert into such stock, or other securities.

          4.4  Not made any distribution to its  shareholders,  as shareholders,
               of any  assets,  by way  of  dividends,  purchase  of  shares  or
               otherwise, except as disclosed hereto.

          4.5  Not mortgaged, pledged or granted a lien or encumbrance on any of
               its properties or assets, except with respect to equipment
               purchased by the Company during such period.

          4.6  Not sold or transferred any of its assets, tangible or intangible
               except  inventory  and other  assets  sold or  disposed of in the
               ordinary and usual course of business.

          4.7  Not  incurred  any  extraordinary  losses,  within the meaning of
               generally  accepted  accounting  principles,  and/or  incurred or
               become liable for any  obligations or liabilities  except current
               liabilities,  within the meaning of generally accepted accounting
               principles,   incurred  in  the  ordinary  and  usual  course  of
               business,  or made any  extraordinary  expenditures,  within  the
               meaning of  generally  accepted  accounting  principles,  and for
               additions  and  betterments  to  existing  plant,  equipment  and
               facilities.

          4.8  Not increased the rate of compensation for any of its officers or
               directors  nor for any executive  employees,  except as may be in
               accord with past  practices and in the usual and ordinary  course
               of business of the Company.

          4.9  Not  experienced  any material  adverse  effect on its  business,
               properties  and  assets as the  result  of any  fire,  explosion,
               earthquake, flood, drought, windstorm, accident, strike, embargo,
               confiscation   of  vital   equipment,   material  or   inventory,
               cancellation of contracts by any domestic or foreign  government,
               or any agency  thereof,  or customer  whose  business with seller
               represents 5% or more of sellers gross revenue,  riot, activities
               of armed forces, or acts of God or the public enemy.

          4.10 To the best knowledge of Seller, it not incurred any liabilities,
               contingent or otherwise, except those stated in the balance sheet
               of the Company as of December 31, 2001,  and current  liabilities
               incurred in the ordinary  and usual course of business  since the
               date of the said balance sheet.

     5.   CAPITAL STRUCTURE.

          The Company (a) is  authorized  by its charter and  applicable  law to
          issue  capital stock of the type and having par values as set forth in
          Schedule  A hereto;  (b) has no issued and  outstanding  shares of its
          capital stock whatever, except as specifically indicated in Schedule A
          hereto,  all of which such  shares are fully paid and  non-assessable;
          (c) does not have authorized,  issued or outstanding any subscription,
          option, warrant, conversion or other rights to the issuance or receipt
          of shares of its  capital  stock  except  as set forth in  Schedule  A
          hereto;  (d) has all voting rights vested exclusively in the presently
          issued and  outstanding  capital  stock;  and (e) has  outstanding  no
          bonds, debentures or other similar evidences of indebtedness except as
          specifically  disclosed in its balance  sheet as of December 31, 2001,
          (and related notes thereto).

          The Buyer acknowledges and agrees to the prompt filing of Form 8-A and
          to the future use of the Buyer's option plan to reward the Sellers and
          members of the Buyer for the  valuable  services  they have  agreed to
          provide the Buyer. The parties acknowledge and agree that the Form S-8
          registering all holders' options and underlying  common stock shall be
          filed within a reasonable  period of time after the effective  date of
          the  acquisition,  as determined by the Buyer's Chairman of the Board,
          Jack Rubinstein.

     6.   OWNERSHIP OF STOCK.

          All of the  issued  and  outstanding  shares of  capital  stock of the
          Company are owned by MacAllister Smith, Gilbert Anthony Reynolds, Paul
          Chiumento,   Philip   Chait,   Kent   Stiritz,    Christopher   Swift,
          Cardaccept.com, Inc. Sellers own beneficially and of record the number
          of shares  set forth in  Schedule  A hereto  opposite  Seller's  name.
          Sellers  hold such stock free and clear of all liens,  claims,  debts,
          encumbrances and assessments, and any and all restrictions as to sale,
          assignment or transferability  thereof. Sellers have full right, power
          and authority to sell, transfer and deliver all of the shares of Stock
          owned by said Seller and the certificates therefor, sold hereunder, to
          Buyer in accordance with the terms of this Agreement, and otherwise to
          consummate and close the transaction provided for in this Agreement in
          the manner and upon the terms herein specified.
<PAGE>

     7.   TITLE TO ASSETS, CONTRACTUAL RIGHTS.

          Subject to Section B(9), the Company has good and marketable  title to
          all of its assets,  including its intellectual property, trade secrets
          and the  rights  evidenced  by those  contracts  listed on  Schedule C
          thereto.

     8.   PEACEABLE POSSESSION OF ASSETS.

          The ownership and  possession of all of the assets of the Company have
          been  peaceable and  undisturbed  and the title thereto has never been
          disputed or questioned  to the knowledge of the Company;  nor does the
          Company know of any facts by reason of which the  possession  or title
          thereof by the Company  might be disturbed or  questioned or by reason
          of which any claim to its assets  might  arise or be set up adverse to
          the Company.

     9.   REGULATORY GOOD STANDING.

          The  Company  has  all  material  rights,  certificates,  authorities,
          permits,  licenses,  franchises and other authorizations  necessary to
          and has complied in material respects with all laws applicable to, the
          conduct of its  business  in the manner and in the areas in which such
          business  is  presently  being  conducted  and all such  certificates,
          authorities,  rights, permits, licenses, franchises and authorizations
          are valid, in good standing, in full force and effect, under no orders
          of  suspension  or  restraints,   and  subject  to  no   disciplinary,
          probationary  or  other  orders.  To the  best of its  knowledge,  the
          Company has engaged in no activity  whatever which would cause or lead
          to   proceedings   involving   revocation,    suspension,   restraint,
          disciplinary   action  or  any  other  action   whereby  any  of  such
          certificates,  authorities,  rights, permits, licenses,  franchises or
          authorizations,  or any part thereof,  might be canceled,  terminated,
          suspended,  impaired,  lost or otherwise  adversely  affected,  and no
          action or proceeding  looking to or contemplating any of the foregoing
          is pending or to the  Company's  knowledge  threatened.  The foregoing
          shall not be deemed to  constitute a warranty or  representation  that
          the Company has not  heretofore  or shall not  hereafter  suffer to be
          committed  minor  and  unintentional  violations  of any  governmental
          regulations  of such  nature  as not to  cause  either  suspension  or
          revocation of the Company's operating authority.


     10.  LITIGATION.

          Except for that certain suit in the United  States  District  Court of
          Arizona by Net MoneyIN,  Inc.  (plaintiff) vs. Mellon Financial Corp.,
          et al (defendants) (Cause No. CV-01-441-TUC-RCC), the Company is not a
          party to any  pending or to its  knowledge  threatened  suit,  action,
          proceeding, prosecution or litigation which might materially adversely
          affect  the  financial  condition,   business,   assets,   properties,
          certificates, rights, authorities, franchises or authorizations of the
          Company, or materially  interfere  therewith,  nor to the knowledge of
          the  Company  is  there  any   threatened   or  pending   governmental
          investigation   involving  the  Company  or  any  of  its  operations,
          including inquiries,  citations or complaints by any federal, state or
          local  administration  or agency,  which  would  materially  adversely
          affect the financial condition,  business, assets or properties of the
          Company; and there are no outstanding,  existing or pending judgments,
          orders, decrees, rulings,  directives,  stipulations or other mandates
          of any court or any public or  quasi-public  agency,  body or official
          which have been in any way  violated  as they  relate to or affect the
          Company or any of the Company's  properties,  businesses,  operations,
          affairs or activities.

     11.  DEFAULTS.

          There are no material  defaults  on the part of the Company  under any
          contract, lease, mortgage,  pledge, credit agreement,  title retention
          agreement,   security  agreement,   lien,  encumbrance  or  any  other
          commitment, contract, agreement or undertaking to which the Company is
          a party.

     12.  TAX RETURNS.

          All returns for federal,  state and other  governmental  income taxes,
          surtaxes,  excess profits taxes, franchise taxes, sales and use taxes,
          real and personal  property taxes and any and all other taxes to which
          the Company, or its assets,  operations or income may be subject,  due
          as of the date hereof, have been duly prepared and filed in good faith
          and all taxes shown thereon have been paid or are accrued on the books
          of the Company.
<PAGE>

     13.  COMPLIANCE WITH LAW.

          All of the properties,  assets and business  operations of the Company
          conform  in  material   respects  with  all   applicable   ordinances,
          regulations, laws and statutes, including but not limited to building,
          zoning,  safety,  highway and other such laws, rules,  regulations and
          ordinances.

     14.  INFRINGEMENTS.

          The Company has never been charged with  infringement  or violation of
          any adversely held patent,  trademark,  trade name, or copyright, with
          claims reading on operations of the Company or on apparatus or methods
          employed by the Company in effecting the same,  which would materially
          adversely  affect any  operation  of the  Company,  nor is the Company
          using or in any way  making  use of any  confidential  information  or
          trade secrets,  of any former employer or any present or past employee
          of the Company  except as a result of the  acquisition of the business
          of such former employer.

     15.  TRUTH OF REPRESENTATION.

          No  representation  by the  Company  made  in  this  Agreement  and no
          statement made in any certificate or schedule  furnished in connection
          with the transaction herein contemplated  contains or will contain any
          knowingly  untrue  statement of a material fact or knowingly  omits or
          will omit to state any material fact reasonably  necessary to make any
          such  representation  or  any  such  statement  not  misleading  to  a
          prospective purchaser of the Stock.

     16.  UTILIZATION OF WORKING CAPITAL.

          The Company and the Sellers represent, warrant and agree that it shall
          utilize all working capital toward the  establishment  of the business
          of the  Company,  and not  towards  personal  fees or  expenses of the
          Sellers. Such fees and expenses shall be drawn from revenues earned.

D.   COVENANTS OF THE SELLERS AND THE COMPANY

          Sellers hereby covenant and agrees as follows:

     1.   INSPECTION OF RECORDS.

          During the period  from the date hereof  through  the Closing  Date as
          that term is hereinafter  defined (the "Contract  Period"),  the Buyer
          shall have the right and  opportunity  at its own expense to make such
          examination and  investigation of the Company's  business,  properties
          and affairs as the Buyer may deem  reasonably  necessary  or desirable
          for  all  purposes  relating  to  this  Agreement  and  to  that  end,
          throughout the Contract  Period,  the Company will allow and grant the
          Buyer,  its  officers,  counsel,  accountants,  auditors and executive
          employees  full,  free and continuous  access,  during normal business
          hours and  without  interference  with the  conduct  of the  Company's
          business, to all of the premises, properties,  contracts, commitments,
          leases,  books,  papers,  documents,  instruments,  books of  account,
          minutes and other  records of the Company and will furnish and provide
          the Buyer with all such  financial and other  statements  and all such
          additional  information  and  particulars  in respect of the business,
          properties  and affairs of the Company as the Buyer may,  from time to
          time during the Contract Period, reasonably request or require.

     2.   CONDUCT OF BUSINESS.

          During the period  from the date  hereof to the  Closing  Date as that
          term is hereinafter defined, the Company shall:

          2.1  Conduct its business and operations  solely in the usual,  normal
               and ordinary course;

          2.2  Issue no  additional  shares  of stock,  options,  calls or other
               rights to purchase  such stock,  or any other  securities  of any
               kind whatever;

          2.3  Make no distributions to its  shareholders,  as shareholders,  of
               any of its assets or properties by way of dividends,  purchase of
               shares, redemption or otherwise.


<PAGE>

          2.4  Not transfer to any person,  firm or  corporation  any customers,
               customer lists or customer accounts of the Company;

          2.5  Make no  increase  of any  kind in any  salary,  wages,  bonus or
               compensation of any officer, employee, representative or agent of
               the Company or pay any extra compensation of any kind whatever to
               any of such persons,  except with respect to such increases in or
               additions  to  compensation  as may be  required  to be  paid  in
               accordance   with  existing   firm  and  binding   contracts  and
               commitments  of the  Company  and except as may be in  accordance
               with  past  practices  and in the usual  and  ordinary  course of
               business of the Company;

          2.6  Not sell, transfer or dispose of any of the Stock;

          2.7  Not sell, transfer or dispose of any of its business,  properties
               or assets,  tangible  or  intangible,  except for a full and fair
               consideration in the usual and ordinary course of business;

          2.8  Make  no  purchases  or  acquisitions  of any  real  or  personal
               property nor increase or decrease inventory,  except in the usual
               and ordinary course of its business;

          2.9  Not subject  any of its  business,  property or assets  whatever,
               tangible  or   intangible,   to  any  mortgage,   lien,   pledge,
               hypothecation  or encumbrance in any manner except for a full and
               fair consideration in the usual and ordinary course of business;

          2.10 Not  borrow  any  money,   make  any  unusual  or   extraordinary
               expenditures  or incur or become  liable for any  obligations  or
               liabilities except current  liabilities in the usual and ordinary
               course of its business;

          2.11 Not make any loans or advances or extend any credit except in the
               usual and ordinary course of its business.

     3.   Publicity.

          All  notices  to  third  parties  other  than  Sellers  and all  other
          publicity  concerning the transactions  contemplated by this Agreement
          shall be planned and coordinated jointly by Buyer and by the Company.

     4.   WARRANTIES AND REPRESENTATIONS.

          The Company will promptly furnish to Buyer (but no later than April 1,
          2002) audited  financial  statements  for the year ended  December 31,
          2001 as well as  copies  of any and all  financial  statements  of the
          Company prepared by or for the Company  subsequent to the date hereof,
          and will  promptly  furnish  to and  advise  the  Buyer of any and all
          material information,  details, facts and circumstances concerning the
          Company's financial  condition,  or business arising subsequent to the
          date of this Agreement by reason of which any changes,  modifications,
          amendments, additions or deletions from any Schedule annexed hereto or
          any warranty,  representation,  covenant or condition  recited  herein
          would be  necessary  to render the same true and  correct in  material
          respects and not materially  false or misleading,  as of the date such
          information,  details,  facts and  circumstances  are furnished to the
          Buyer.

E.   CONDITIONS PRECEDENT TO CLOSING

     All  obligations  of the Buyer  under  this  Agreement  are  subject to the
     fulfillment  of  each  of the  following  conditions,  in  addition  to the
     fulfillment of any and all other conditions set forth in this Agreement:


     1.   EFFECTIVENESS OF WARRANTIES.

          Each and every one of the  warranties and  representations  of Sellers
          and the Company as hereinbefore set forth in Paragraph C hereof, shall
          be true at and as of the Closing  Date as though such  representations
          were made at and as of such time.

     2.   PERFORMANCE OF COVENANTS.

          Each and every covenant herein made by Sellers and the Company, as set
          forth in  Paragraph  D, which are to be  performed  at or prior to the
          Closing Date, shall have been duly performed by such times.
<PAGE>


     3.   NON-COMPETE AGREEMENTS.

          The Sellers will sign a  non-competition  agreement,  which shall bind
          themselves and their affiliates, satisfactory to the Buyer.

     4.   CORPORATE ACTION.

          Prior to the Closing Date, the Board of Directors of the Company shall
          have duly adopted  resolutions  to the same effect with respect to the
          aforesaid matters.


     5.   TERMINATION.

          In the event any of the  foregoing  conditions  shall not be fulfilled
          prior to the Closing, unless caused by any action or failure to act on
          the part of  Buyer,  Buyer  shall  have the  right  to  terminate  the
          Agreement by notice thereof in writing to the Company, and the parties
          hereto  shall be restored as far as possible to status quo,  whereupon
          the parties  hereto shall have no further  obligations  or liabilities
          hereunder,  one against the other,  except for the obligation of Buyer
          under  Section H hereof  which  shall  survive a  termination  of this
          Agreement.


F. LOCK-UP AGREEMENTS

     1.   As to the Sellers and Jack Rubinstein.

          The Sellers  and Jack  Rubinstein  shall  execute  lock-up  agreements
          restricting  any  sales  of  their  shares  to  the  following  volume
          limitations during the stated time periods commencing 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.

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

          Unifund  Financial  Group and R. Scott  Barter shall  execute  lock-up
          agreements  restricting  any sales of one-half of their  shares to the
          following volume limitations during the stated time periods commencing
          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.


G.   BOARD COMPOSITION

     The parties to this Agreement  agree that after the Closing Date, the board
     of  directors  of the Buyer will  consist of Jack  Rubinstein,  MacAllister
     Smith and two board member to be chosen at the  discretion  of  MacAllister
     Smith  and  one  board  member  to be  chosen  at the  discretion  of  Jack
     Rubinstein.  The parties to this  Agreement  agree that the  aforementioned
     directors  shall be voted on to the board of  directors of Pipeline and the
     Company, subject to their right of resignation,  for a period not less than
     24 months from the Closing  Date.  The board shall  obtain  directors'  and
     officers' liability  insurance as soon as it is fiscally  responsible to do
     so.

H.   OFFICERS

     The parties to this Agreement agree that the officers of the Buyer shall be
     as follows: Jack Rubinstein - Chairman of the Board and MacAllister Smith -
     President and Chief Executive Officer.  The parties to this Agreement agree
     that the  officers of the Company  shall be as follows:  and of the Company
     shall be as follows:  Jack Rubinstein - Chairman of the Board,  MacAllister
     Smith  -  President  and  Chief  Executive  Officer  Maureen  Bell -  Chief
     Operating Officer and Gilbert Anthony Reynolds - Chief Technology Officer .
<PAGE>

I.   INVESTMENT BANKERS

     It is agreed that Investec Ernst and Public  Securities  shall be appointed
     as exclusive  solicitation  agents pursuant to those terms as negotiated by
     Jack Rubinstein.


J.   INDEMNIFICATION

     1.   Buyer shall be indemnified by Sellers and the Company as follows:

          Sellers and the Company  shall  indemnify  and hold harmless the Buyer
          from and against any losses, damages or expenses which may be suffered
          or incurred by Buyer  arising from or by reason of the  inaccuracy  of
          any  statement,  representation  or warranty of Sellers or the Company
          made herein or, in any  schedule  hereto or  certificate  delivered in
          connection  herewith,  or the  failure of  Sellers  or the  Company to
          perform any  agreement  made by them  herein.  Buyer shall give Seller
          prior written notice of any claim, demand, suit or action with respect
          to which indemnity may be sought pursuant to this Section. Sellers, in
          every such case,  shall have the right at his sole expense and cost to
          participate  in  contesting  the  validity  or the  amount of any such
          claim, demand, suit or action.  Notwithstanding anything herein to the
          contrary,  Sellers shall have no liability  under this Section for any
          loss,  damage,  expense or amount suffered or incurred by Buyer or the
          Company which is covered by insurance maintained by the Company on the
          Closing Date.

     2.   Seller and the Company shall be indemnified by the Buyer as follows:

          The Buyer shall  indemnify  the Company and Sellers and shall hold the
          Company and Sellers harmless,  on demand, from and against any losses,
          damages or  expenses  which may be suffered or incurred by the Company
          or  Seller  arising  from  or by  reason  of  the  inaccuracy  of  any
          statement,  representation  or warranty of the Buyer made herein or in
          any  document  or  instrument  delivered  by Buyer to  Sellers  or the
          Company in connection with the transactions  herein  contemplated,  or
          the failure of Buyer to perform any  agreement or covenant  made by it
          herein or in any document or instrument  delivered by Buyer to Sellers
          or  the   Company  in   connection   with  the   transactions   herein
          contemplated.


K.       PIGGY-BACK REGISTRATION

          Sellers  shall be  entitled  to  "piggy-back"  registration  rights on
          registrations of the Buyer,  subject to the right of the Buyer and its
          underwriters  to  reduce in view of market  conditions  the  number of
          shares  of the  Sellers  proposed  to be  registered  to not less than
          one-third  of  the  total  number  of  shares  in  the   offering.   A
          registration  rights  agreement  shall be  executed  by the parties at
          Closing.


L.   CLOSING

     1.   TIME AND PLACE.

          The closing under this  Agreement  (the  "Closing") and all deliveries
          hereunder  shall  take  place at the  office of the Buyer on March __,
          2002 or such  other  date as shall be agreed  upon by all the  parties
          ("the Closing date").
<PAGE>

     2.   DELIVERY OF DOCUMENTS.

          At the Closing,  the Company  will deliver to the Buyer the  following
          documents:

          2.1  A  written  opinion,  dated  on  the  Closing  Date,  of  counsel
               representing the Company, to the effect that the Company has been
               duly  incorporated and is on the closing date validly existing as
               a corporation in good standing under the laws of the state of its
               incorporation;  that the Company is duly qualified or licensed as
               a  foreign  corporation  in all  other  states  in  which it does
               business;  that the shares of capital stock  delivered by Sellers
               to  Buyer  at the  closing  have  been  validly  issued  and  are
               outstanding,  fully paid, and non-assessable,  and constitute all
               of the issued  and  outstanding  shares of  capital  stock of the
               Company; that such counsel knows of no litigation,  proceeding or
               investigation  pending  or  threatened  against  the  Company  or
               Sellers which might result in any material  adverse change in the
               business,  properties  or  financial  condition of the Company or
               which  questions the validity of this  Agreement or of any action
               taken  or to be  taken  pursuant  to or in  connection  with  the
               provisions of this Agreement, other than as represented elsewhere
               in this Agreement;  and that to the knowledge of such counsel the
               sale,  transfer,  assignment  and delivery by Sellers to Buyer of
               the  Stock  pursuant  to this  Agreement  will  vest in Buyer all
               rights, title and interest in and to such Stock free and clear of
               all liens, encumbrances, and equities.

          2.2  Such  additional  copies  or  duplicate  originals  of the  above
               described  documents and such other  documents,  undertakings and
               assurances  as  Buyer  shall  reasonably  require,  all of  which
               documents,  undertakings  and  assurances  shall be  delivered to
               Buyer sufficiently in advance of the Closing Date, as Buyer shall
               reasonably  require,  so as to  permit  adequate  inspection  and
               examination  thereof,  all of which  documents,  undertakings and
               assurances shall be in form satisfactory to counsel to Buyer.

M.   CONFIDENTIALITY

     All information and documentation provided or to be provided by the Company
     or Sellers to Buyer in connection with this Agreement and the transactions
     contemplated hereby has been and shall be provided in the strictest
     confidence. Pending the Closing, Buyer covenants and agrees not to use any
     of such information or documentation in or for the benefit of any business
     engaged in directly or indirectly by Buyer and not to furnish or disclose
     any of such information or documentation to any person or company. If the
     transactions contemplated by this Agreement are not consummated, Buyer
     covenants and agrees to return all such information and documentation to
     the Company and not retain any copies thereof, and Buyer further covenants
     and agrees to maintain the confidentiality of such information and
     documentation and to neither use any of it in or for the benefit of any
     business engaged in directly or indirectly by the Buyer nor furnish or
     disclose any of it to any person or company.

N.   INTENTION TO PURCHASE THE SHARES OF MUNICIPAL PAYMENT CENTER, INC.

     It is acknowledged and agreed that it is the intention of the Buyer to
     purchase 100% of the shares of Municipal Payment Center, Inc. This
     transaction is subject to the terms and conditions referenced in the Letter
     of Intent between the Buyer and Municipal Payment Center, Inc. attached as
     Exhibit F hereto.

O.   WEBTRANZ, CHASM HOLDINGS NOTE AND SECURITY.

     The execution of this Agreement and the issuance of Pipeline stock to Chasm
     Holdings as indicated on Schedule A hereto shall terminate and extinguish
     that certain promissory note for $1,200,000 and related security, copies of
     which are attached hereto as Exhibit G.

<PAGE>

P.   GENERAL PROVISIONS

     1.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

          Unless  otherwise  expressly  provided  herein,  the  representations,
          warranties,   covenants,   indemnities  and  other  agreements  herein
          contained  shall be deemed to be  continuing  and  shall  survive  the
          consummation of the transactions contemplated by this Agreement.

     2.   DILIGENCE.

          The parties  hereto  agree that each shall with  reasonable  diligence
          proceed  to take  all  action  which  may be  reasonably  required  to
          consummate the transaction herein contemplated.

     3.   WAIVERS.

          Each party hereto may:

          3.1  Extend the time for  performance of any of the obligations of the
               other party;

          3.2  Waive  in  writing  any  inaccuracies  in   representations   and
               warranties made to it contained in this Agreement or any schedule
               hereto or any certificate or certificates delivered by any of the
               other parties pursuant to this Agreement; and

          3.3  Waive  in  writing  the  failure  of  performance  of  any of the
               agreements,  covenants,  obligations  or  conditions of the other
               parties  herein  set  forth,  or  alternatively   terminate  this
               Agreement for such failure.

     4.   NON-WAIVER.

          The waiver by any party hereto of any breach,  default,  inaccuracy or
          failure  by  another  party  with  respect  to any  provision  in this
          Agreement or any schedule  hereto shall not operate or be construed as
          a waiver of any other  provision  thereof or of any subsequent  breach
          thereof.

     5.   FURTHER ASSURANCES.

          Each  party  hereto  agrees  to  execute  such  further  documents  or
          instruments,  requested  by the  other  party,  as  may be  reasonably
          necessary or desirable to effect the purposes of this Agreement and to
          carry out its provisions,  at the expense of the party  requesting the
          same.

     6.   ENTIRE AGREEMENT.

          This   Agreement   constitutes   a  complete   statement  of  all  the
          arrangements,  understandings and agreements between the parties,  and
          all prior memoranda and oral  understandings  with respect thereto are
          merged in this Agreement.  There are no  representations,  warranties,
          covenants,  conditions or other agreements among the parties except as
          herein  specifically  set forth,  and none of the parties hereto shall
          rely on any  statement by or on behalf of the other  parties  which is
          not contained in this Agreement.

     7.   GOVERNING LAW.

          Irrespective  of  the  place  of  execution  or  performance  of  this
          Agreement,  it shall be governed by and construed in  accordance  with
          the laws of the State of New York  applicable to contracts made and to
          be  performed  in the  State  of New  York,  and  cannot  be  changed,
          modified,  amended  or  terminated  except in  writing,  signed by the
          parties hereto.

     8.   BENEFIT AND ASSIGNABILITY.

          This  Agreement  shall bind and inure to the  benefit  of the  parties
          hereto and their  respective  legal  representatives,  successors  and
          assigns, provided,  however, that this Agreement cannot be assigned by
          any party except by or with the written consent of the others. Nothing
          herein  expressed  or implied is  intended  or shall be  construed  to
          confer upon or to give any person,  firm or corporation other than the
          parties hereto and their respective legal representatives,  successors
          and  assigns  any  rights  or  benefits  under  or by  reason  of this
          Agreement.
<PAGE>

     9.   APPROVAL OF COUNSEL.

          The form of all legal proceedings and of all papers and documents used
          or delivered  hereunder,  shall be subject to the approval of counsels
          to Buyer and Sellers.

     10.  COSTS.

          The Buyer shall bear its own costs and  expenses  of the  transaction.
          The costs and expenses of Sellers in  connection  with this  Agreement
          and the  transactions  contemplated  hereby shall be borne and paid by
          the Seller.

     11.  COUNTERPARTS.

          This Agreement may be executed in any number of counterparts,  each of
          which shall be deemed an  original,  but all of which  together  shall
          constitute one and the same Agreement.


     12.  NOTICES.

          Any notices and other  communications under this Agreement shall be in
          writing  and shall be  considered  given if  delivered  personally  or
          mailed  by  certified  mail to the  party,  for whom  such  notice  is
          intended,  at the address  indicated at the outset  hereof (or at such
          other address as such party may specify by notice to the other parties
          hereto).

     13.  HEADINGS.

          The headings in this Agreement are intended  solely for convenience of
          reference  and  shall  be  given  no  effect  in the  construction  or
          interpretation of this Agreement.

     14.  FURTHER ACTION.

          Any  further  action  required  or  permitted  to be taken  under this
          Agreement,  including  giving notices,  executing  documents,  waiving
          conditions, and agreeing to amendments or modifications,  may be taken
          on behalf of a party by its Board of  Directors,  its President or any
          other person  designated by its Board of Directors,  and when so taken
          shall be deemed the action of such party.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement the day and year first above written.

                                     BUYER

                                     PIPELINE DATA  INC.

                                     By: _____________________________
                                     Jack Rubinstein, Chairman

                                     Witness:_________________________


                                     SELLERS

                                     By:_____________________________
                                     MacAllister B. Smith

                                     Witness:_________________________

                                     By:_____________________________
                                     Paul Chiumento

                                     Witness:_________________________


                                     By:_____________________________
                                     Philip Chait

                                     Witness:_________________________


                                     By:_____________________________
                                     Kent Stiritz


                                     Witness:_________________________


                                     By:_____________________________
                                     Christopher Swift

                                     Witness:_________________________

                                     By:_____________________________
                                     Barbara Klien

                                     Witness:_________________________


                                     By:_____________________________
                                     Catherine Brannon

                                     Witness:_________________________



                                     By:  ____________________________
                                     Gilbert Anthony Reynolds

                                     Witness:  _______________________

                                     THE COMPANY
                                     SECUREPAY CORPORATION.



                                     By:________________________________

                                     Its: _______________________________


                                     Witness:___________________________

<PAGE>





                                   SCHEDULE A

                               Paragraph C5 and 6
<TABLE>
<CAPTION>

                    CAPITAL STRUCTURE and OWNERSHIP OF STOCK

     SECUREPAY, INCORPORATED, a Delaware corporation, located at 1599 Washington
Street,  Braintree,  Massachusetts 02184 (the "Company") has an 50,000 shares of
authorized  and issued  common  stock , and the  Shareholders  own shares of the
Company's Common Stock as follows:


                                                                  Buyer's Shares          Buyer's Shares
                                                                  Of 7,600,000            of 7,600,000 remaining
                                    Company's Shares              to be received          to be received
Name                                        Owned                 at closing              from projected profits
----                                ------------------------      ----------              ----------------------
<S>                                 <C>                           <C>                     <C>

MacAllister Smith                                                                              1,100,000

Gilbert Anthony Reynolds                                             1,100,000                 1,000,000

Paul Chiumento                                                       1,100,000

Kent Stiritz

Chris Swift

CardAccept.com                                                       1,281,455*                4,400,000**

Chasm Holdings                                                       4,118,545                 1,100,000

Barbara Klien

Catherine Brannon
                                        -------                      -------------             -------------

Total                                                                7,600,000                 7,600,000
</TABLE>


*CardAccept.com front end distributes:

Jody Latimer             46,233
Bob Rochleau             46,233
Kent Stiritz            184,200
Chris Swift             247,750
Bethzy Rosario            2,694
Nancy Ganzel              2,694
David Grimes              2,155
MacAllister Smith       749,496

**CardAccept.com back end distributes:

Jody Latimer            201,256
Bob Rochleau            201,256
Chris Swift             988,504
Bethzy Rosario           10,736
Nancy Ganzel             10,736
MacAllister Smith     2,987,512


<PAGE>



                                   SCHEDULE B

                                  Paragraph 2.3

                                ESCROW AGREEMENT

<PAGE>


                                   SCHEDULE C

                               Material Contracts
<PAGE>

                                   SCHEDULE D

                             Intentionally deleted.

<PAGE>



                                   SCHEDULE E

                         Registration Rights Agreements


<PAGE>


                                   SCHEDULE F

              Letter of Intent with Municipal Payment Center, Inc.





<PAGE>