**DCAP
      GROUP** , **INC.**





Certificate
      of Designations of Preferred Stock Authorized by Resolution of the Board of
      Directors Providing for an Issue of 780 Shares of Preferred Stock Designated
      “Series B Preferred Stock.”





DCAP
      Group, Inc. (the “Corporation”), a corporation organized and existing under the
      General Corporation Law of the State of Delaware, in accordance with the
      provisions of Section 151 of Title 8 thereof and Article FOURTH of the
      Corporation’s Certificate of Incorporation, DOES HEREBY CERTIFY
      THAT:





Pursuant
      to authority conferred upon the Board of Directors by the Certificate of
      Incorporation of the Corporation, said Board of Directors, at a meeting duly
      held, adopted a resolution providing for the issuance of up to seven hundred
      eighty (780) shares of the Corporation’s Preferred Stock, par value $.01 per
      share, designated “Series B Preferred Stock,” which resolution is as
      follows:





**RESOLVED** ,
      that,
      pursuant to the authority vested in the Board of Directors of the Corporation
      by
      the Certificate of Incorporation, the Board of Directors does hereby provide
      for
      and authorize the issuance of up to seven hundred eighty (780) shares of the
      Preferred Stock, par value $.01 per share, of the Corporation, to be designated
      “Series B Preferred Stock” of the presently authorized but unissued shares of
      Preferred Stock. The voting powers, designations, preferences, and relative,
      participating, optional or other special rights of the Series B Preferred Stock
      authorized hereunder and the qualifications, limitations and restrictions of
      such preferences and rights are as follows:





(i)  **Dividends** .





(a)  Dividend
      Preference .
      From
      and after the date hereof, when and if the Board of Directors of the Corporation
      declares a dividend or distribution payable with respect to (i) the
      Common Stock or any other capital stock or security issued by the Corporation
      which is junior to the Series
      B
      Preferred Stock as
      to
      such dividends or distributions, such dividend or distribution shall not be
      paid
      until payment is made to the holders of the Series
      B
      Preferred Stock of
      all
      dividends or distributions accumulated or accrued through that date, or (ii) the then
      outstanding capital stock of the Corporation that ispari**passuto the Series
      B  Preferred
      Stock as
      to
      such dividends or distributions, such dividends or distributions shall not
      be
      paid unless an equivalent payment is made to the holders of the Series
      B
      Preferred Stock ,prorata,
      on the
      accumulated and unpaid dividends or distributions payable to the Series
      B
      Preferred Stock as
      of the
      date of such payment.





(b)  Dividend
      Amount and Payment . Holders
      of the Series B Preferred Stock shall be
      entitled to receive, when, as and if declared by the Board of Directors, out
      of
      funds legally available for that purpose, with respect to each share of Series
      B
      Preferred Stock, a cash dividend equal to  five
      percent (5.0%) of the Original Issue Price (as
      hereinafter defined), per annum. Such dividend shall be cumulative, shall accrue
      from the date hereof and shall be payable quarterly on each January 15, April
      15, July 15 and October 15 for the preceding calendar quarter. For purposes
      hereof, the term “Original Issue Price” shall mean one thousand dollars
      ($1,000.00).








(ii)  **Voting
      Rights** .
      Except
      as required by applicable law, the holders of the Series B Preferred Stock
      shall
      not be entitled to vote on any matters required to be or otherwise submitted
      to
      a vote of stockholders of the Corporation.





(iii)  **Redemption** .





(a)  Subject
      to the requirements of applicable law, on April 30, 2008 (the “Outside
      Redemption Date”),  if
      any
      shares of the Series  B
      Preferred Stock shall
      be
      then outstanding, the Corporation shall redeem, for cash, all outstanding shares
      of the Series  B
      Preferred Stock ,
      at a
      redemption price per share equal to the Original Issue Price,    together
      with any accumulated and unpaid dividends thereon to the Outside Redemption
      Date
      (the “Redemption Price”).





(b)   In
      the
      event the Corporation redeems shares of Series
      B
      Preferred Stock pursuant
      to paragraph (a) above,  notice
      of
      such redemption (the “Redemption Notice”) shall be given by first class mail,
      postage prepaid, mailed not less than ten (10) days nor more than twenty (20)
      days prior to the Outside Redemption Date, to each holder of record of the
      shares of Series
      B
      Preferred Stock to
      be
      redeemed at such holder’s address as the same appears on the stock register of
      the Corporation. The Redemption Notice shall state: (i) the
      Outside Redemption Date; (ii) the
      number of shares of Series
      B
      Preferred Stock to
      be
      redeemed;  (iii)
      the
      place or places where certificates for such shares are to be surrendered for
      payment of the Redemption Price; and (iv) that
      dividends on the shares to be redeemed will cease to accrue on the Outside
      Redemption Date.





(c)  In
      the
      event the Corporation shall make a Substantial Sale (as hereinafter defined)
      prior to the Outside Redemption Date, the Corporation shall give notice thereof
      (the “Sale Notice”) to the holders of the Series B Preferred Stock, which notice
      shall provide for a date (no less than thirty (30) days nor more than sixty
      (60)
      days following the date thereof) (the “Sale Redemption Date”) upon which,
      subject to the requirements of applicable law, the Corporation shall redeem,
      for
      cash, such number of outstanding shares of Series B Preferred Stock, at the
      Redemption Price, as is hereinafter provided. The Sale Notice shall be given
      by
      first class mail, postage prepaid, to each holder of record of shares of Series
      B Preferred Stock to be redeemed at each holder’s address as the same appears on
      the stock register of the Corporation. The Sale Notice shall state: (i) the
      Sale
      Redemption Date; (ii) the number of shares of Series B Preferred Stock to be
      redeemed; (iii) the place or places where certificates for such shares are
      to be
      surrendered for payment of the Redemption Price; and (iv) that dividends on
      the
      shares to be redeemed will cease to accrue on the Sale Redemption
      Date.





(d)  The
      number of shares of Series B Preferred Stock to be redeemed pursuant to
      paragraph (c) above shall be such number of shares as may be redeemed at an
      aggregate Redemption Price equal to twenty percent (20%) of the net cash
      proceeds of the Substantial Sale. In the event that less than all of the
      outstanding shares of Series B Preferred Stock are to be redeemed in connection
      with a Substantial Sale, then the outstanding shares shall be redeemed on a
      pro
      rata basis from all of the holders of Series B Preferred Stock.




2


(e)  For
      purposes hereof, a “Substantial Sale” shall be deemed to have occurred if any of
      the following occur: (i) the Corporation sells all or substantially all of
      its
      assets; (ii) any of Payments, Inc. (“Payments”), Blast Acquisition Corp.
      (“Blast”), Barry Scott Companies Inc. (“BSC”) or AIA-DCAP Corp. (“AIA”), each a
      direct or indirect wholly-owned subsidiary of the Corporation, sells all or
      substantially all of its assets (except in the case where the purchaser becomes
      a franchisee of the Corporation or a subsidiary thereof); or (iii) the
      Corporation sells all of the outstanding stock of Payments or Blast, or Blast
      sells all of the outstanding stock of BSC or AIA (except in the case where
      Blast, BSC or AIA becomes a franchisee of the Corporation or a subsidiary
      thereof).





(f)  In
      the
      event the Corporation shall consummate a “Rule 13e-3 transaction” (as such term
      is defined in Rule 13e-3 promulgated by the Securities and Exchange Commission
      pursuant to the Securities Exchange Act of 1934, as amended), the Corporation
      shall give written notice thereof (the “Going Private Notice”) to the holders of
      the Series B Preferred Stock. Each holder of Series B Preferred Stock thereupon
      shall have the right, exercisable by written notice (the “Redemption Exercise
      Notice”) given to the Corporation within thirty (30) days of receipt of the
      Going Private Notice, to cause the Corporation, subject to the requirements
      of
      applicable law, to redeem, for cash, all or any portion of such holder’s Series
      B Preferred Stock at the Redemption Price. The Redemption Exercise Notice shall
      provide for the number of shares of Series B Preferred Stock that the holder
      desires that the Corporation redeem and a date (no less than thirty (30) days
      nor more than sixty (60) days following the date thereof (together with the
      Outside Redemption Date and the Sale Redemption Date, the “Redemption Date”))
      upon which, subject to the requirements of applicable law, the Corporation
      shall
      redeem, for cash, such number of shares of Series B Preferred Stock as is set
      forth in the holder’s Redemption Exercise Notice.





(g)   In
      the
      case of any redemption pursuant to paragraph (a),
      (c)
      or (f) above ,
      as to
      which any required notice from the Corporation was properly mailed as provided
      in paragraph (b),
      (c)
      or (f) above ,
      from
      and after the Redemption Date (unless default shall be made by the Corporation
      in paying the Redemption Price of the shares called for redemption), dividends
      on the shares of Series
      B
      Preferred Stock so
      called
      for redemption shall cease to accrue, and all rights of the holders thereof
      as
      stockholders of the Corporation (except the right to receive from the
      Corporation the Redemption Price per share) shall cease. Upon surrender in
      accordance with said notice of the certificates for any shares so redeemed
      (properly endorsed or assigned for transfer, if the Board of Directors shall
      so
      require and the notice shall so state), such shares shall be redeemed by the
      Corporation at the Redemption Price.




(h)  The
        Corporation’s redemption obligation hereunder shall be secured by the pledge by
        Blast to the original holder of the Series B Preferred Stock (the “Original
        Holder”) of all of the outstanding stock of AIA pursuant to an amended and
        restated guaranty and pledge agreement, dated as of the date hereof, between
        Blast and the Original Holder.




3





(iv)
            **Conversion**.





(a)  **Conversion
      Right** .
      Each
      share of Series B Preferred Stock shall be convertible, at any time and from
      time to time, at the option of the holder thereof, into such number of shares
      of
      Common Stock of the Corporation as is determined by dividing the Original Issue
      Price by the Conversion Price (as hereinafter defined). For purposes hereof,
      the
      term “Conversion Price” shall mean two dollars and fifty cents ($2.50), subject
      to adjustment as hereinafter set forth.





Before
      any holder of Series B Preferred Stock shall be entitled to receive Common
      Stock
      upon conversion, the holder shall send a notice of conversion with respect
      thereto (the “Conversion Notice”) and shall surrender the certificate(s)
      therefor, duly endorsed, at the principal offices of the Corporation. Effective
      upon the Corporation’s receipt of the Conversion Notice (the “Effective
      Conversion Date”), the holder shall thereupon be deemed to be the holder of
      record of the Common Stock issuable upon conversion, notwithstanding that the
      stock transfer books of the Corporation shall then be closed or that the
      certificate(s) representing such Common Stock shall not then be actually
      delivered to the holder. Subject to the provisions hereof, promptly following
      the Effective Conversion Date, the Corporation shall issue or cause its transfer
      agent to issue and deliver to such holder of Series B Preferred Stock a
      certificate for the number of shares of Common Stock to which the holder shall
      be entitled.





(b)  **Adjustment
      of Conversion Price** .





(I)  **Adjustments
      for Stock Dividends; Combinations, Etc.** In the
      event that the Corporation shall (A) declare a dividend or other distribution
      on
      its Common Stock payable in Common Stock of the Corporation; (B) effect a
      subdivision of its outstanding Common Stock into a greater number of shares
      of
      Common Stock (by reclassification, stock split or otherwise than by payment
      of a
      dividend in shares of Common Stock); (C) effect a combination of its outstanding
      Common Stock into a lesser number of shares of Common Stock (by
      reclassification, reverse split or otherwise); (D) issue by reclassification,
      exchange or substitution of its Common Stock any shares of capital stock of
      the
      Corporation; or (E) effect any other transaction having a like effect, the
      Conversion Price in effect immediately prior to such action shall be adjusted
      so
      that, in the event of a conversion at any time after the occurrence of any
      event
      described in (A) through (E) above, the holder shall be entitled to receive
      the
      shares of Common Stock to which such holder would have been finally entitled,
      after giving effect to the occurrence of such event, as if the Series B
      Preferred Stock had been converted into Common Stock immediately prior to the
      occurrence of such event. An adjustment made pursuant to this paragraph (b)(I)
      shall become effective immediately after the record date in the case of a
      dividend or other distribution and shall become effective immediately upon
      the
      effective date in the case of a subdivision, combination, reclassification,
      exchange or substitution.




(II)  **Adjustment
        for Consolidation or Merger** .
        In case
        of any consolidation or merger to which the Corporation is a party, other
        than a
        merger or consolidation in which the Corporation is the surviving or continuing
        corporation and which does not result in any reclassification of, or change
        (other than a change in par value or from par value to no par value or from
        no
        par value to par value, or as a result of a subdivision or combination) in,
        outstanding Common Stock, then in the event of a conversion, the holder of
        each
        share of Series B Preferred Stock then outstanding shall receive, in exchange
        for such shares of Series B Preferred Stock, the kind and amount of shares
        or
        other securities and property receivable upon such consolidation or merger
        by a
        holder of the number of shares of Common Stock into which such Series B
        Preferred Stock would have been converted immediately prior to such
        consolidation or merger had the conversion occurred.


4


(c)  **Fractional
      Shares** .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      B
      Preferred Stock. In lieu of any fractional shares to which the holder would
      otherwise be entitled, the Corporation shall pay, in cash, an amount equal
      to
      the product of (i) such fraction of a share times (ii) the Current Market Price
      Per Share (as hereinafter defined) on the Effective Conversion Date. As used
      herein, the term “Current Market Price Per Share” shall mean the closing price,
      or, if not available, the closing bid price, of the Common Stock as quoted
      on a
      national securities exchange, including The Nasdaq Stock Market (“Nasdaq”), or
      the OTC Bulletin Board (the “Bulletin Board”), as the case may be (or, if there
      is no closing price or closing bid price on a particular day, then the closing
      price or, if not available, the closing bid price on the nearest trading date
      before that day and for which such prices are available), and if the Common
      Stock is not listed on such an exchange, including Nasdaq, or the Bulletin
      Board
      on such particular day, then the Current Market Price Per Share shall be
      determined by the Board of Directors in good faith by taking into consideration
      all relevant factors.





(d)  **Reservation
      of Shares Issuable Upon Conversion** .
      The
      Corporation shall at all times reserve and keep available out of its authorized
      but unissued Common Stock, solely for the purpose of effecting the conversion
      of
      the Series B Preferred Stock, such number of its shares of Common Stock as
      shall
      from time to time be sufficient to effect the conversion of all outstanding
      Series B Preferred Stock; provided, however, that nothing contained herein
      shall
      preclude the Corporation from satisfying its obligations in respect of the
      conversion of the Series B Preferred Stock by delivery of Common Stock which
      is
      held in the treasury of the Corporation.





(e)  **Lost,
      Stolen or Destroyed Certificates** .
      In the
      event that the holder notifies the Corporation that the certificate(s)
      representing Series B Preferred Stock have been lost, stolen or destroyed and
      either (i) provides a letter, in form satisfactory to the Corporation, to the
      effect that it will indemnify the Corporation from any loss incurred by it
      in
      connection therewith, and/or (ii) provides an indemnity bond in such amount
      as
      is reasonably required by the Corporation, the Corporation having the option
      of
      electing either (i) or (ii) or both, the Corporation shall accept such letter
      and/or indemnity bond in lieu of the surrender of the certificate(s) as
      otherwise required by the provisions hereof.





(f)  **Certificate
      as to Adjustments** .
      Whenever the number of shares of Common Stock issuable, or the securities or
      other property deliverable, upon the conversion of the Series B Preferred Stock
      shall be adjusted pursuant to the provisions hereof, the Corporation shall
      give
      written notice thereof to each holder of shares of Series B Preferred Stock
      at
      such holder’s address as it appears on the transfer books of the Corporation and
      shall forthwith file, at its principal executive office and with any transfer
      agent or agents for the Series B Preferred Stock and the Common Stock, a
      certificate, signed by the Chief Financial Officer of the Corporation, stating
      the number of shares of Common Stock issuable, or the securities or other
      property deliverable, per share of Series B Preferred Stock converted,
      calculated to the nearest cent or to the nearest one one-hundredth of a share
      and setting forth in reasonable detail the method of calculation and the facts
      requiring such adjustment and upon which such calculation is based. Each
      adjustment shall remain in effect until a subsequent adjustment hereunder is
      required.





5


(g)  **No
      Conversion Charge or Tax** .
      The
      issuance and delivery of certificates representing shares of Common Stock upon
      the conversion of shares of Series B Preferred Stock shall be made without
      charge to the holder of shares of Series B Preferred Stock for any issue tax,
      or
      other incidental expense in respect of the issuance or delivery of such
      certificates or the securities represented thereby, all of which taxes and
      expenses shall be paid by the Corporation.





(h)  **Status
      on Conversion** .
      Upon
      any conversion of shares of the Series B Preferred Stock, the shares so
      converted shall be canceled.





(i)  **Statutory
      Restrictions** .
      The
      foregoing provisions for conversion of the Series B Preferred Stock shall be
      subject to all applicable statutory limitations and
      restrictions.


(v)  **Liquidation
      Preference** .
      In the
      event of any voluntary or involuntary liquidation, dissolution or winding up
      of
      the Corporation, the holders of Series B Preferred Stock will be entitled to
      receive, prior and in preference to any distribution of the assets or surplus
      funds of the Corporation to the holders of any Common Stock and any other stock
      of the Corporation ranking in liquidation junior to the Series B Preferred
      Stock, by reason of the ownership thereof, an amount (the “Series B Preferential
      Amount”) equal to (A) the Original Issue Price and no more, and (B) all
      accumulated and unpaid dividends thereon. If, upon the occurrence of such an
      event, the assets and funds thus distributable among the holders of Series
      B
      Preferred Stock shall be insufficient to permit the payment to such holders
      of
      the full Series B Preferential Amount, then the entire assets and funds of
      the
      Corporation legally available for distribution to the holders of the Series
      B
      Preferred Stock shall be distributed ratably among such holders in accordance
      with the respective amounts which would be payable on such shares if all amounts
      payable thereon were paid in full. After the payment or setting apart of the
      full Series B Preferential Amount required to be paid to the holders of Series
      B
      Preferred Stock, the holders of Common Stock and any other stock of the
      Corporation ranking in liquidation junior to the Series B Preferred Stock shall
      be entitled to receive ratably all remaining assets or surplus funds of the
      Corporation. Neither the merger or consolidation of the Corporation, nor the
      sale, lease or conveyance of all or part of its assets, shall be deemed to
      be a
      liquidation, dissolution or winding up of the affairs of the Corporation, either
      voluntarily or involuntarily, within the meaning of this section.





6


(vi)  **Seniority** .
      For so
      long as any shares of Series B Preferred Stock are issued and outstanding,
      the
      Corporation shall not, without the written consent of the holders of a majority
      of the then outstanding shares of Series B Preferred Stock, issue any series
      of
      preferred stock that ranks senior to the Series B Preferred Stock with respect
      to dividend rights or on liquidation, dissolution or winding up of the
      Corporation.








**IN
      WITNESS WHEREOF** , **DCAP
      GROUP, INC.** has
      caused this Certificate to be executed by its Chief Executive Officer this
      23 rd day of
      March, 2007.







**DCAP
              GROUP, INC.**By:
            /s/ Barry
              GoldsteinBarry
              Goldstein, Chief Executive OfficerTitle