THIRD
      AGREEMENT REGARDING OUTSIDE CLOSING DATE

    


    This
      THIRD
      AGREEMENT REGARDING OUTSIDE CLOSING DATE (this
      “Agreement”),
      is
      entered into as of July 30, 2007, by and among DEBT
      RESOLVE, INC.,
      a
      Delaware corporation (“Buyer”), and CREDINT
      HOLDINGS, LLC, a Delaware
      limited liability company (“Seller”).

    


    WITNESSETH:

    


    WHEREAS,
      the parties have entered into a Securities Purchase Agreement (the “Purchase
      Agreement”),
      by and
      among Buyer, Seller and the holders of all of the outstanding limited liability
      company membership interests in the Seller, pursuant to which the Seller will
      sell to Buyer all of the Seller’s outstanding limited liability company
      membership interests in Creditors Interchange Receivable Management, LLC, a
      Delaware limited liability company, on the terms contained in the Purchase
      Agreement. Capitalized terms used herein and not defined shall have the meaning
      assigned such terms in the Purchase Agreement.

    


    WHEREAS,
      the parties have entered into an Agreement Regarding Outside Closing Date by
      and
      among Buyer and Seller dated June 14, 2007 (the “First
      Agreement Regarding Outside Closing Date”).

    


    WHEREAS,
      the parties have entered into an Agreement Regarding Outside Closing Date by
      and
      among Buyer and Seller dated June 27, 2007 (the “Second
      Agreement Regarding Outside Closing Date”).

    


    WHEREAS,
      the parties hereto desire to enter into this Agreement for the purpose of
      documenting the extension of the Outside Closing Date as well as certain other
      agreements mutually agreed to by the parties.

    


    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which are herby acknowledged,
      the
      parties do hereby agree as follows:

    


    
      	
              1.

            	
              Modification
                of Purchase Agreement to Extend Outside Closing Date.
                The Outside Closing Date identified in Section
                13.1(c)
                of
                the Purchase Agreement shall be automatically extended to August
                31, 2007
                and the date of June 30, 2007 set forth in Section 12.1 of the Purchase
                Agreement shall be automatically extended to August 31, 2007. This
                provision supersedes and replaces Section 1 of the Second Agreement
                Regarding Outside Closing Date.

            


    

    


    
      	
              2.

            	
              Modification
                of Purchase Agreement to Provide Access.
                Buyer agrees to continue to provide Seller’s representative, William Blair
                & Company, L.L.C., with the information and rights provided in Section
                2 of the Second Agreement Regarding Outside Closing
                Date.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.

            	
              Miscellaneous.

            


    

    


    
      	 	
              (a)

            	
              Counterparts;
                Electronic Signatures.
                This Agreement may be executed in any number of counterparts and
                by the
                different parties hereto on separate counterparts, each of which
                when so
                executed and delivered shall be an original, but all of which shall
                together constitute one and the same instrument. Electronic signatures
                shall be sufficient to bind the parties
                hereto.

            


    

    


    
      	 	
              (b)

            	
              Effectiveness.
                This Agreement shall become effective on the date on which all of
                the
                parties hereto shall have signed a copy hereof (whether the same
                or
                different copies) and shall have delivered the same to the other
                party.

            


    

    


    


    
      	 	
              (c)

            	
              Headings
                Descriptive.
                The headings of the several sections and subsections of this Agreement
                are
                inserted for convenience only and shall not in any way affect the
                meaning
                or construction of any provision of this
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              Entire
                Agreement.
                This Agreement, the First Agreement Regarding Outside Closing Date
                and the
                Second Agreement Regarding Outside Closing Date (as modified in Section
                1
                hereof) constitutes the entire understanding of the parties with
                respect
                to the subject matter hereof and may be modified only by an Agreement
                in
                writing signed by the other party. Upon the execution and effectiveness
                of
                this Agreement, the Purchase Agreement shall be deemed modified to
                include
                the provisions contained in this Agreement. Except as amended by
                this
                Agreement the Purchase Agreement, the First Agreement Regarding Outside
                Closing Date and the Second Agreement Regarding Outside Closing Date
                shall
                continue in fill force and effect. No party shall be deemed to have
                waived
                any of its rights or remedies hereunder, or under the Purchase Agreement,
                the First Agreement Regarding Outside Closing Date and the Second
                Agreement Regarding Outside Closing Date or under any other document
                unless such waiver is (a) in writing, and (b) signed by such party,
                and
                then only to the extent specifically
                recited.

            


    

    


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    IN
      WITNESS WHEREOF, the
      parties have executed this Third Agreement Regarding Outside Closing Date on
      and
      as of the date first set forth above. 

     

    
      	 	 	 
	 	Buyer:
	 	 
	 	DEBT
              RESOLVE, INC.
	 
 	 
 	 
 
	 	By:  	/s/ James
              D.
              Burchetta
	 	
              
Name:
              James D. Burchetta
	 	Title:
              CEO


    

    
       

      
        	 	 	 
	 	Seller:
	 	 
	 	CREDINT
                HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Steve
                Groya
	 	
                
Name:
                Steve Groya
	 	Title:
                Board Member