0001169232-06-001816 Sample Contracts

SECURITY AGREEMENT
Security Agreement • April 4th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of December 20, 2005 (this “Agreement”), among Pipeline Data Inc., a Delaware corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and Sheridan Asset Management, LLC, a Delaware limited liability company, the holder of the Company’s Senior Secured Note due December 20, 2006 in the original aggregate principal amount of $15,000,000 (the “Note”), its endorsees, transferees and assigns (collectively referred to as, the “Secured Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2006 • Pipeline Data Inc • Services-business services, nec • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August, 2005, is entered into between Pipeline Data Inc. (hereinafter the “Company”), a Delaware corporation, and James L. Plappert (hereinafter “Employee”).

LOAN AGREEMENT
Loan Agreement • April 4th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

This Loan Agreement (this “Agreement”) is dated as of December 20, 2005 between Pipeline Data Inc., a Delaware corporation whose principal place of business is located at 1515 Hancock Street, Suite 301, Quincy, MA 02169 (the “Company”), and Sheridan Asset Management, LLC, a Delaware limited liability company (the “Lender”).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • April 4th, 2006 • Pipeline Data Inc • Services-business services, nec • New York

SUBSIDIARY GUARANTEE, dated as of December 20, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of Sheridan Asset Management, a Delaware limited liability company, the Lender signatory (the "Lender") to that certain Loan Agreement, dated as of the date hereof, between Pipeline Data Inc., a Delaware corporation (the “Company”) and the Lender.

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