AMENDED
      AND RESTATED


REVOLVING
      CREDIT NOTE


(M&T)




$20,000,000
              Baltimore,
                  MarylandJuly
                  28, 2006




FOR
      VALUE
      RECEIVED, PAYMENTS INC., a corporation organized under the laws the State of
      New
      York (“ Payments
      Inc. ”),
      and
      DCAP GROUP, INC., a corporation organized and existing under the laws of the
      State of Delaware (“ Parent ”),
      of
      which Payments Inc. is a wholly-owned subsidiary, jointly and severally (the
      “ Borrower ”),
      promises to pay to the order of MANUFACTURERS AND TRADERS TRUST COMPANY, a
      New
      York State Bank organized under the laws of the State of New York (the
“ Lender ”),
      the
      principal sum of TWENTY MILLION DOLLARS
      ($20,000,000) (the “ Principal
      Sum ”),
      or
      such lesser amount equal to the Lender’s Revolving Credit Pro Rata Share (as
      that term is defined in the “ Financing
      Agreement ”
defined
      below) of the Revolving Credit Facility (as that term is defined in the
      Financing Agreement) or so much thereof as has been or may be advanced and/or
      readvanced to or for the account of the Borrower under the Revolving Credit
      Facility (as that term is defined in the Financing Agreement) pursuant to the
      terms and conditions of the Financing Agreement, together with interest thereon
      at the rate or rates hereinafter provided, in accordance with the
      following:




1.
            Interest.




Commencing
      as of the date hereof and continuing until repayment in full of all sums due
      hereunder, the unpaid Principal Sum shall bear interest at the Applicable
      Interest Rate or the Post-Default Rate (both as defined in the Financing
      Agreement) in effect from time to time for the Revolving Loan (as defined in
      the
      Financing Agreement). The Applicable Interest Rate shall be determined in the
      manner provided in the Financing Agreement.




2.
            Payments
                and Maturity.




The
      unpaid Principal Sum, together with interest thereon at the rate or rates
      provided above, shall be payable as follows:




(a)  Interest
      only on the unpaid Principal Sum shall be due and payable at the times provided
      in the Financing Agreement, Section 2.3.1 (Payment of Interest) of the Financing
      Agreement being the current provision therefor; and




(b)  Unless
      sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid
      thereon, shall be due and payable in full on the Revolving Credit Expiration
      Date (as that term is defined in the Financing Agreement).




The
      fact
      that the balance hereunder may be reduced to zero from time to time pursuant
      to
      the Financing Agreement will not affect the continuing validity of this Note
      or
      the Financing Agreement, and the balance may be increased to the Principal
      Sum
      after any such reduction to zero.







3.
            Default
                Interest.




Upon
      the
      occurrence of an Event of Default (as hereinafter defined), the unpaid Principal
      Sum shall bear interest thereafter at the Post-Default Rate until such Event
      of
      Default is cured.




4.
            Late
                Charges.




If
      the
      Borrower shall fail to make any payment under the terms of this Note (other
      than
      a payment due at maturity) within five (5) days after the date such payment
      is
      due, the Borrower shall pay to the Lender on demand a late charge equal to
      five
      percent (5%) of the delinquent amount.




5.
            Application
                and Place of Payments.




All
      payments made on account of this Note shall be applied in the manner provided
      in
      the Financing Agreement. All payments on account of this Note shall be paid
      in
      lawful money of the United States of America in immediately available funds
      during regular business hours of Manufacturers and Traders Trust Company, a
      New
      York State Bank (the “ Agent ”
under
      the Financing Agreement), at the Agent’s office at 25 South Charles Street,
      Baltimore, Maryland 21201, or at such other times and places as the Agent may
      at
      any time and from time to time designate in writing to the
      Borrower.




6.
            Prepayment.




The
      Borrower may prepay the Principal Sum at the times and in the manner provided
      in
      the Financing Agreement.




7.
            Financing
                Agreement and Other Financing
                Documents.




This
      Note
      is a “ Revolving
      Credit Note ”
      described in an Amended and Restated Financing and Security Agreement dated
      July
      28, 2006 (as amended, modified, restated, substituted, extended and renewed
      at
      any time and from time to time, the “Financing Agreement”), by and among the
      Borrower, the Agent, the Lender, and the other Lenders under the Financing
      Agreement. The indebtedness evidenced by this Note is included within the
      meaning of the term “ Obligations ”
as
      defined in the Financing Agreement. The term “ Financing
      Documents ”
as
      used
      in this Note shall have the meaning set forth in the Financing Agreement. All
      terms used in this Note which are not otherwise defined herein shall have the
      meaning set forth in the Financing Agreement.




8.
            Security.




This
      Note
      is secured as provided in the Financing Agreement.




9.
            Events
                of Default.




The
      occurrence of any one or more of the following events shall constitute an event
      of default (individually, an “Event of Default” and collectively, the “Events of
      Default”) under the terms of this Note:






2


(a)  The
      failure of the Borrower to pay to the Lender when due any and all amounts
      payable by the Borrower to the Lender under the terms of this Note;
      or




(b)  The
      occurrence of an Event of Default (as that term is defined in the Financing
      Agreement).




10.
            Remedies.




Upon
      the
      occurrence of an Event of Default, at the option of the Lender, all amounts
      payable by the Borrower to the Lender under the terms of this Note shall
      immediately become due and payable by the Borrower to the Lender without notice
      to the Borrower or any other person, and the Lender shall have all of the
      rights, powers, and remedies available under the terms of this Note, any of
      the
      other Financing Documents and all applicable laws. The
      Borrower and all endorsers, guarantors, and other parties who may now or in
      the
      future be primarily or secondarily liable for the payment of the indebtedness
      evidenced by this Note hereby severally waive presentment, protest and demand,
      notice of protest, notice of demand and of dishonor and non-payment of this
      Note
      and expressly agree that this Note or any payment hereunder may be extended
      from
      time to time without in any way affecting the liability of the Borrower,
      guarantors and endorsers.




11.
            Confessed
                Judgment.




Upon
      the
      occurrence of an Event of Default, the Borrower hereby authorizes any attorney
      designated by the Lender or any clerk of any court of record to appear for
      the
      Borrower in any court of record and confess judgment without prior hearing
      against the Borrower in favor of the Lender for and in the amount of the unpaid
      Principal Sum, all interest accrued and unpaid thereon, all other amounts
      payable by the Borrower to the Lender under the terms of this Note or any of
      the
      other Financing Documents, costs of suit, and attorneys’ fees of fifteen percent
      (15%) of the unpaid Principal Sum and interest then due hereunder. By its
      acceptance of this note, the Lender agrees that in the event the Lender
      exercises at any time its right to confess judgment under this note, the Lender
      shall use its best efforts to obtain legal counsel who will charge the Lender
      for its services on an hourly basis, at its customary hourly rates and only
      for
      the time and reasonable expenses incurred. In no event shall the Lender enforce
      the legal fees portion of a confessed judgment award for an amount in excess
      of
      the fees and expenses actually charged to the Lender for services rendered
      by
      its counsel in connection with such confession of judgment and/or the collection
      of sums owed to the Lender. In the event the Lender receives, through execution
      upon a confessed judgment, payments on account of attorneys’ fees in excess of
      such actual attorneys’ fees and expenses incurred by the Lender, then, after
      full repayment and satisfaction of all of the obligations under and in
      connection with this note, the loan agreement and all of the other loan
      documents, the Lender shall refund such excess amount to the Borrower. The
      Borrower hereby releases, to the extent permitted by applicable law, all errors
      and all rights of exemption, appeal, stay of execution, inquisition, and other
      rights to which the Borrower may otherwise be entitled under the laws of the
      United States of America or of any state or possession of the United States
      of
      America now in force and which may hereafter be enacted. The authority and
      power
      to appear for and enter judgment against the Borrower shall not be exhausted
      by
      one or more exercises thereof or by any imperfect exercise thereof and shall
      not
      be extinguished by any judgment entered pursuant thereto. Such authority may
      be
      exercised on one or more occasions or from time to time in the same or different
      jurisdictions as often as the Lender shall deem necessary or desirable, for
      all
      of which this Note shall be a sufficient warrant.




3




12.
            Expenses.




The
      Borrower promises to pay to the Lender on demand by the Lender all costs and
      expenses incurred by the Lender in connection with the collection and
      enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses and all court costs.




13.
            Notices.




Any
      notice, request, or demand to or upon the Borrower or the Lender shall be deemed
      to have been properly given or made when delivered in accordance with Section
      9.1 (Notices) of the Financing Agreement.




14.
            Miscellaneous.




Each
      right, power, and remedy of the Lender as provided for in this Note or any
      of
      the other Financing Documents, or now or hereafter existing under any applicable
      law or otherwise shall be cumulative and concurrent and shall be in addition
      to
      every other right, power, or remedy provided for in this Note or any of the
      other Financing Documents or now or hereafter existing under any applicable
      law,
      and the exercise or beginning of the exercise by the Lender of any one or more
      of such rights, powers, or remedies shall not preclude the simultaneous or
      later
      exercise by the Lender of any or all such other rights, powers, or remedies.
      No
      failure or delay by the Lender to insist upon the strict performance of any
      term, condition, covenant, or agreement of this Note or any of the other
      Financing Documents, or to exercise any right, power, or remedy consequent
      upon
      a breach thereof, shall constitute a waiver of any such term, condition,
      covenant, or agreement or of any such breach, or preclude the Lender from
      exercising any such right, power, or remedy at a later time or times. By
      accepting payment after the due date of any amount payable under the terms
      of
      this Note, the Lender shall not be deemed to waive the right either to require
      prompt payment when due of all other amounts payable under the terms of this
      Note or to declare an Event of Default for the failure to effect such prompt
      payment of any such other amount. No course of dealing or conduct shall be
      effective to amend, modify, waive, release, or change any provisions of this
      Note.




15.
            Partial
                Invalidity.




In
      the
      event any provision of this Note (or any part of any provision) is held by
      a
      court of competent jurisdiction to be invalid, illegal, or unenforceable in
      any
      respect, such invalidity, illegality, or unenforceability shall not affect
      any
      other provision (or remaining part of the affected provision) of this Note;
      but
      this Note shall be construed as if such invalid, illegal, or unenforceable
      provision (or part thereof) had not been contained in this Note, but only to
      the
      extent it is invalid, illegal, or unenforceable.




16.
            Captions.




The
      captions herein set forth are for convenience only and shall not be deemed
      to
      define, limit, or describe the scope or intent of this Note.


4




17.
            Applicable
                Law.




The
      Borrower acknowledges and agrees that this Note shall be governed by the laws
      of
      the State of Maryland (but not including the conflict of law rules thereof),
      even though for the convenience and at the request of the Borrower, this Note
      may be executed elsewhere, all as if this Note had been executed, delivered,
      administered and performed solely within the State of Maryland.




18.
            Consent
                to Jurisdiction.




The
      Borrower irrevocably submits to the jurisdiction of any state or federal court
      sitting in the State of Maryland over any suit, action, or proceeding arising
      out of or relating to this Note or any of the other Financing Documents. The
      Borrower irrevocably waives, to the fullest extent permitted by law, any
      objection that the Borrower may now or hereafter have to the laying of venue
      of
      any such suit, action, or proceeding brought in any such court and any claim
      that any such suit, action, or proceeding brought in any such court has been
      brought in an inconvenient forum. Final judgment in any such suit, action,
      or
      proceeding brought in any such court shall be conclusive and binding upon the
      Borrower and may be enforced in any court in which the Borrower is subject
      to
      jurisdiction by a suit upon such judgment, provided that service of process
      is
      effected upon the Borrower as provided in this Note or as otherwise permitted
      by
      applicable law.




19.
            Service
                of Process.




The
      Borrower hereby consents to process being served in any suit, action, or
      proceeding instituted in connection with this Note in the manner provided in
      the
      Financing Agreement.




20.
            No
                Novation.




This
      Note
      amends and restates, is intended as a replacement of, and is in substitution
      for, that certain Revolving Credit Note dated the Original Closing Date from
      Payments, as maker, payable to the order of the Lender (the “Original Note”),
      but is not intended as a novation of the Original Note or any of the Obligations
      evidenced by the Original Note. All references in the Financing Agreement or
      any
      of the other Financing Documents to the “Revolving Credit Note” shall mean the
      Original Note, as amended and restated in accordance with the provisions of
      this
      Note.




**21.**
            **WAIVER
                OF TRIAL BY JURY.**




**THE
      BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO WHICH THE BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR IN ANY
      WAY PERTAINING TO (A) THIS NOTE OR (B) THE FINANCING DOCUMENTS. IT IS AGREED
      AND
      UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
      AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
      PARTIES WHO ARE NOT PARTIES TO THIS NOTE.**


5




**THIS
      WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER, AND THE
      BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE
      BEEN
      MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY
      WAY
      MODIFY OR NULLIFY ITS EFFECT. THE BORROWER FURTHER REPRESENTS THAT THE BORROWER
      HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
      WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THE BORROWER’S OWN FREE WILL,
      AND THAT THE BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
      COUNSEL.**






[Signatures
      follow on next page]


6




SIGNATURE
      PAGE TO


AMENDED
      AND RESTATED REVOLVING CREDIT NOTE (M&T)




WITNESS:
                
                ______________________
              PAYMENTS
                  INC.
                
                By:____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                PresidentWITNESS:
                
                _______________________
              DCAP
                  GROUP, INC.
                
                By:_____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                President