EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

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”).

WHEREAS, the Company desires to employ the Employee and to be assured of its rights to his services in the position of Chief Marketing Officer of the Company and the Vice President of Business Development activities each on the terms and conditions hereinafter set forth. The Employee is willing to accept such employment on such terms and conditions; and

NOW, THEREFORE, in consideration of the premises and other mutual agreements hereinafter set forth, the parties hereto, each intending to be legally bound hereby, agree as follows:

1. Employment.

(a)  Chief Marketing Officer. The Company agrees to, and hereby does, employ Employee to perform the services and to discharge the duties of Chief Marketing Officer. During the term of this Agreement, the Employee shall perform such duties as are consistent with an employee in the position of Chief Marketing Officer. As Chief Marketing Officer, Employee will report to the CEO and board of directors of the Company. Duties of the Chief Marketing Officer include but are not limited to:

(i)            Executing the Nextel expansion strategy and budget and eventually conducting overall daily marketing control of the Company (daily marketing control responsibilities would be fazed in, under the direction of MacAllister Smith, the Company’s Chief Executive Officer (the “CEO”), upon completion and implementation of the Nextel regional sales offices);

(ii)          Developing long term strategic initiatives for the Company in conjunction with the CEO/Board; and

(iii) Working closely with the CEO to originate and provide advice concerning merger and acquisition activities, including but not limited to portfolio rollups. Position would report to the CEO and Board of PPDA.

(b)           During the term of this Agreement, the Employee shall perform such duties as are consistent with an employee in the position of Vice President of Business Development, the initial duty pursuant to this position would include but not be limited to operational oversight of Aircharge, Inc.(the Aircharge division.) In that capacity Employee will report to the CEO of the Company. Duties include but are not limited to:

(i) Creating and executing a comprehensive plan to allow the Company to fulfill its obligations to Nextel and to create a profitable and successful rollout of the Nextel opportunity.

(iii) Negotiating contracts;

(iv) Implementing sales strategies; and

(v) Having overall responsibilities for the Aircharge division growth, budget and profit and loss reports, subject to rights of the Operating Committee.

2.            Term. The term of this Agreement and of the employment of Employee hereunder shall be for a term of three (3) years commencing on the date hereof, and thereafter renewing for successive one year terms, each such term to commence on the successive anniversaries of the commencement date hereof, unless either party shall give ninety days’ notice of intention to terminate prior to the expiration of any such term, and subject to earlier termination as hereinafter provided.

(a) Employee hereby accepts such employment for the compensation and upon the other terms and conditions provided for in this Agreement and agrees to use his or her best efforts to serve the Company faithfully and competently and to devote such business time as necessary to fulfill such employment so long as it shall continue hereunder. Notwithstanding the foregoing, the Company acknowledges that Employee is currently and in the future may become engaged in other business endeavors and investing and related activities providing such activities do not detract from his ability to perform the duties set out hereunder.

(b) Employee acknowledges that the services to be rendered by him under this Agreement require special training, skill, information and experience and that this Agreement is entered into for the purpose of obtaining such skilled services for the Company. Employee warrants and represents that he is under no contractual arrangement or agreement or provision under law or equity which prohibits or limits the rendering to the Company of the services contemplated by this Agreement.

(a) As compensation for the services contemplated by this Agreement, beginning September-------, 2005 , the Company shall pay to Employee:

(i)            A base salary of TEN THOUSAND AND NO/100 Dollars ($10,000) per month and then an increase to TWELVE THOUSAND FIVE HUNDRED AND NO/100 Dollars ($12,500) per month no later than the date at which Aircharge “breaks even” in accordance with the Aircharge Budget, attached hereto as Schedule4(a)(i), such base salary shall be less all applicable taxes and payroll deductions, and shall be payable in accordance with customary Company procedures (the “Base Salary”),

(ii)          A bonus of 250,000 shares of the Company’s Common Stock, which shall vest and be issued immediately upon the consummation of a merger or acquisition commenced after the date of this Agreement. Upon the acceleration of such vesting, the Company shall register these shares, but Employee shall be subject to any and all lock up and other restrictive provisions as are applicable to other Pipeline officers and directors,

(iv)         Options to purchase the Company’s common stock with a value, equal to 25% of the monthly profit from the Aircharge subsidiary as defined by the Aircharge Budget, attached hereto as Schedule4(a)(i), up to a maximum of 500,000 Options. The strike price shall be the trailing 5 day average stock price of the Company common stock on the date of the award but, in any event, shall not be less than $1.00. For example, should the Aircharge monthly earnings be $20,000, then options for stock valued at $5,000 would be issued with a strike price set at the trailing 5 day average stock price of the Company common stock on the date of the award,

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(vi) 250,000 options with a strike price of $1.00 vested to be awarded for meeting the initial breakeven milestone as provided for in the Supplemental Incentive Agreement in relation to the Aircharge merger. Options will be granted immediately following the first breakeven month whether before or after the milestone referenced in the Supplemental Agreement.

(b)           In addition and as an incentive, the Company, at the sole discretion of the CEO, may pay the Employee up to 250,000 Options, the strike price of which shall be the trailing 5 day average stock price of the Company common stock on the date of the award.

(c)           Employee shall be entitled to receive two weeks vacation pay during calendar year 2005 and thereafter four weeks vacation pay commencing January 1, 2006 and shall also be entitled to such other employee benefits as the Board of Directors of the Company, from time to time, shall determine to be reasonable and feasible for the Company to provide for a Chief Marketing Officer/ VP Business Development and no less favorable than the benefits provided to other executive officers of the Company or any subsidiary of the Company. These benefits shall include but shall not be limited to participation in the Company’s:

(iii)         Standard executive option plan as determined by the board of Directors on an annual basis;