SECURITY
      AGREEMENT


(Guarantor
      Security Agreement)






THIS
      SECURITY AGREEMENT ( Guarantor
      Security Agreement ) (this
“ Agreement ”)
      is
      made as of the 28 th day of
      July, 2006, by




DCAP
      GROUP, INC., a corporation organized under the laws of the State of Delaware
      (“ DCAP ”) **,** DCAP
      MANAGEMENT CORP., a corporation organized under the laws of the State of New
      York, DCAP ACCURATE, INC., a Delaware corporation (“ DCAP
      Accurate ”),
      AIA-DCAP CORP., a corporation organized under the laws of the Commonwealth
      of
      Pennsylvania, BARRY SCOTT AGENCY, INC., a corporation organized under the laws
      of the State of New York, BARRY SCOTT COMPANIES, INC., a corporation organized
      under the laws of the State of Delaware, BARRY SCOTT ACQUISITION CORP., a
      corporation organized under the laws of the State of New York, BARON CYCLE,
      INC., a corporation organized under the laws of the State of New York, BLAST
      ACQUISITION CORP., a corporation organized under the laws of the State of
      Delaware, DEALERS CHOICE AUTOMOTIVE PLANNING, INC., a corporation organized
      under the laws of the State of New York, IAH, INC., a corporation organized
      under the laws of the State of Delaware, and INTANDEM CORP., a corporation
      organized under the laws of the State of New York (each an “ Obligor ”
and
      collectively the “ Obligors ”).




for
      the
      benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State Bank, in
      its
      capacity as “ Agent ”
for
      itself and other “ Lenders ”
under
      the Financing Agreement (as hereinafter defined) (the
“ Secured
      Party ”).




RECITALS




A.  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 ”)
      have
      applied to the Agent and the Lenders for credit facilities consisting of a
      revolving credit facility in the maximum principal amount of $20,000,000 and
      a
      term line facility in the maximum principal amount of $2,500,000 to be advanced
      pursuant to and in accordance with the terms and conditions of an Amended and
      Restated Financing and Security Agreement of even date herewith (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, Manufacturers and Traders Trust Company, a New
      York State Bank organized under the laws of the State of New York, in its
      capacity as a Lender, and such other entities that may become Lenders under
      the
      Financing Agreement from time to time. The Financing Agreement amends and
      restates the “ Original
      Financing Agreement ”
(as
      that term is defined in the Financing Agreement).




B.  All
      defined terms used in this Agreement and not defined herein shall have the
      meaning given to such terms in the Financing Agreement.




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C.  The
      Obligors, other than DCAP Accurate, are parties to the “ Corporate
      Guaranty ”
(as
      that term is defined in the Original Financing Agreement) and the “ Guarantor
      Security Agreement ”
(as
      that term is defined in the Original Financing Agreement).




D.  The
      Obligors have requested that the Agent and the Lenders enter into the Financing
      Agreement with the Borrower and make the credit facilities described in the
      Financing Agreement available to the Borrower.




E.  The
      Agent
      and the Lenders have required, as a condition to entering into the Financing
      Agreement, that the Obligors execute this Agreement as additional security
      for
      the payment and performance of the “ Obligations ”
(as
      that term is defined in the Financing Agreement) and as an amendment and
      restatement of, without a novation of the indebtedness, liabilities and
      obligations of the Obligors under, the “ Guarantor
      Security Agreement ”
(as
      that term is defined in the Original Financing Agreement). References in the
      Financing Agreement and the other Financing Documents to the “ Guarantor
      Security Agreement ”
shall
      mean this Agreement as
      amended, restated, modified, substituted, extended and renewed from time to
      time .




NOW,
      THEREFORE, in order to induce the Agent and the Lenders to enter into the
      Financing Agreement:




FOR
      GOOD
      AND VALUABLE CONSIDERATION, the receipt and sufficiency of which the Obligor
      hereby acknowledges,




FOR
      THE
      PURPOSE OF SECURING (i) all present and future indebtedness, liabilities and
      other obligations of any nature whatsoever (direct or indirect, fixed or
      contingent), and whether or not now contemplated, of the Obligor to Secured
      Party and the Lenders including, without limitation, those indebtedness,
      liabilities and other obligations arising pursuant to or in connection with
      this
      Agreement, that certain Amended and Restated Guaranty of Payment Agreement
      dated
      of even date herewith (the “ Guaranty ”)
      from
      the Obligor in favor of the Secured Party, as agent for itself and the other
      Lenders, and/or (ii) all present and future indebtedness, liabilities and other
      obligations of any nature whatsoever (direct or indirect, fixed or contingent;
      including, without limitation, the “ Obligations ”
as
      that
      term is defined the Financing Agreement ), and whether or not now contemplated,
      under or secured by the Financing Agreement from time to time (all indebtedness,
      liabilities and other obligations under clauses (i) and/or (ii) above
      collectively, the “ Secured
      Obligations ”),




THE
      OBLIGOR HEREBY assigns, pledges and grants a security interest to Secured Party,
      and covenants and agrees that Secured Party shall have a perfected and
      continuing security interest in, all of the following property of the Obligor,
      all whether now owned or existing or hereafter acquired or created wherever
      situated (collectively, the “Collateral”):




(a)  All
      inventory, and all warranties, licenses, franchises, documents, chattel paper
      and general intangibles related thereto (including, without limitation,
      software), and all returned, rejected or repossessed goods; and




(b)  All
      accounts, contract rights, chattel paper (including, without limitation,
      electronic chattel paper), instruments, payment intangibles and other general
      intangibles, health-care-insurance receivables, money and documents, and all
      returned, rejected or repossessed goods, the sale or lease of which shall have
      given or shall give rise to any of the foregoing; and


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(c)  All
      equipment, furniture, fixtures, and other goods together with (i) all additions,
      parts, fittings, accessories, special tools, attachments and accessions now
      and
      hereafter affixed thereto and/or used in connection therewith, (ii) leases
      and
      chattel paper with respect thereto, (iii) all replacements thereof and
      substitutions therefor and (iv) and all warranties, licenses, franchises, and
      general intangibles related to the foregoing (including, without limitation,
      software); and




(d)  All
      general intangibles (including, without limitation, all books and records,
      things in action, contractual rights, tax returns, goodwill, literary rights,
      rights to performance, copyrights, trademarks and patents) and commercial tort
      claims; and




(e)  All
      notes, notes receivable, drafts, letters of credit, letter-of-credit rights,
      supporting obligations, deposit accounts, investment property, security,
      acceptances, instruments and documents; and




WITH
      RESPECT TO EACH AND ALL OF THE FOREGOING, all insurance policies and insurance
      proceeds related to any and all of the foregoing or otherwise and all cash
      and
      noncash proceeds thereof, and all books and records in whatever media (paper,
      electronic or otherwise) recorded or stored, with respect to any or all of
      the
      foregoing and all equipment, hardware and general intangibles necessary,
      beneficial or desirable to retain, access and/or process the information
      contained in those books and records, and all proceeds (cash and noncash) of
      the
      foregoing, it being the intention of the Obligor that the Collateral shall
      include all of the Obligor’s personal property. All terms used herein which are
      defined by the Maryland Uniform Commercial Code shall have the same meanings
      as
      assigned to them by the Maryland Uniform Commercial Code unless and to the
      extent varied by this Agreement.




The
      Obligor further agrees that the Secured Party shall have in respect thereof
      all
      of the rights and remedies of a secured party under the Maryland Uniform
      Commercial Code as well as those provided in this Agreement. Notwithstanding
      the
      fact that the proceeds of the Collateral constitute a part of the Collateral,
      the Obligor may not dispose of the Collateral, or any part thereof.




1.  The
      Obligor covenants with and warrants to Secured Party that:




(a)  The
      Obligor will store the Collateral in appropriate containers, in safe and secure
      locations, and in accordance with applicable laws, will take all steps necessary
      to preserve and maintain the Collateral and its value, and will not permit
      anything to be done to the Collateral which may materially impair its value
      or
      security. Secured Party, or agents designated by Secured Party, shall be
      permitted to enter the premises of the Obligor and examine, audit and inspect
      the Collateral at any reasonable time and from time to time without
      notice.




(b)  At
      its
      expense, the Obligor will defend the title to the Collateral (or any part
      thereof), and will promptly upon request by the Secured Party execute,
      acknowledge and deliver or obtain any financing statement, continuation
      statement, security agreement, assignment, instruments, acknowledgments,
      landlord, bailee and other third party waivers, filings






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  or
        other
        document as may be necessary or beneficial, in the opinion of the Secured
        Party,
        to perfect (by control or otherwise), preserve, provide notice of, maintain,
        continue, realize upon, protect and/or extend the assignment, lien or security
        interest granted to the Secured Party under this Agreement and its priority.
        The
        Obligor agrees that a copy of a fully executed security agreement and/or
        financing statement shall be sufficient to satisfy for all purposes the
        requirements of a financing statement as set forth in Article 9 of the
        applicable Uniform Commercial Code. Further, to the extent permitted by
        applicable laws, the Secured Party is authorized to file, without the Obligor’s
        signature, one or more financing statements, amendments to financing statements,
        correction statements or other notices disclosing the Secured Party’s liens and
        other security interests. All financing statements and notices may describe
        the
        Secured Party’s collateral as all assets or all personal property of Obligor.
        The Obligor hereby ratifies and confirms the validity of any and all financing
        statements filed by the Secured Party prior to the date of this
        Agreement.




(c)  The
      Obligor will maintain on the goods included among the Collateral hazard
      insurance with fire and extended coverage, naming Secured Party as an additional
      insured and sole loss payee, in amounts, with endorsements, from insurers and
      otherwise in form and substance satisfactory to Secured Party as determined
      by
      Secured Party from time to time.




(d)  The
      Obligor will immediately notify the Secured Party of each change which has
      caused, and of each proposed change which the Obligor believes would cause,
      the
      information contained on EXHIBIT A to this Agreement to be no longer accurate,
      complete and correct




2.  The
      Obligor hereby represents and warrants to and covenants with the Secured Party
      that:




(a)  The
      Obligor has full power and authority to execute and deliver this Agreement
      and
      to incur and perform the obligations provided for therein, all of which have
      been duly authorized by all proper and necessary action of the appropriate
      governing body of the Obligor and by all necessary third parties including,
      without limitation, Governmental Authorities. This Agreement constitutes valid
      and legally binding obligations of the Obligor, enforceable in accordance with
      their terms.




(b)  There
      is
      no charter, bylaw, stock provision, partnership, operating agreement, articles
      of organization, partnership agreement, or other document pertaining to the
      organization, power or authority of the Obligor and no provision of any existing
      agreement, mortgage, indenture, contract, law, court or administrative order
      or
      proceeding binding on or applicable to the Obligor or affecting its property,
      which would conflict with or in any way prevent the execution, delivery or
      carrying out of the terms of this Agreement.




(c)  The
      Obligor has good title to the Collateral and the Collateral is free and clear
      of
      liens, security interests, claims, encumbrances, and assignments, except those
      granted to the Secured Party, except, with
      respect to the assets of Barry Scott Companies, Inc. only ,
      those
      granted to The Progressive Corporation, and except, with respect to assets
      of
      DCAP Accurate purchased from Accurate Agency of Western New York, Inc., Louisons
      Associates Limited and Accurate Agency, Inc., security interests granted to
      those persons in the assets purchased.




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(d)  The
      Secured Party has and will at all times continue to have as security for the
      Secured Obligations a valid and perfected security interest in all of the
      Collateral.




(e)  At
      the
      time this Agreement is executed and delivered, there exists no default under
      this Agreement and no condition that with the giving or notice or the passage
      of
      time would be a default under this Agreement.




(f)  The
      information contained in EXHIBIT A, which is attached to and a part of this
      Agreement, is accurate, complete and correct.




3.  The
      Obligor shall be in default under this Agreement and the Secured Obligations
      if
      the Obligor (i) breaches any agreement, covenant and warranty under this
      Agreement or any other agreement, covenant or warranty between the Obligor
      and
      the Secured Party, (ii) is in default under any of the other Secured
      Obligations, including, without limitation, any agreement with respect thereto,
      (iii) transfers to another location any of the Collateral, or makes any change
      which would cause the information contained on EXHIBIT A to this Agreement
      to be
      no longer accurate, complete and correct, (iv) transfers or assigns (including,
      without limitation, transfers or assignments by merger, consolidation or
      operation of law) or sells, conveys, leases, assigns, transfers or otherwise
      disposes of all or any part of the Collateral, except inventory sold in the
      ordinary course of business prior to an event of default, (v) permits (or if
      there shall arise) any security interest, encumbrance, financing statement,
      lien
      (including, without limitation, tax lien) or charge of any kind on the
      Collateral, except for the liens of Secured Party pursuant to this Agreement
      and
      except for the liens of The Progressive Corporation on the assets of Barry
      Scott
      Companies, Inc., (vi) changes the Obligor's name, state of organization, or
      entity structure, or become organized under the laws of an additional state,
      (vii) liquidates, dissolves or terminates its existence, (viii) admits in
      writing its inability generally to pay its debts as they mature or shall make
      any assignment for the benefit of any of its creditors, (ix) is the subject
      of
      federal or state bankruptcy, insolvency, receivership or trustee proceedings,
      or
      (x) suffers (or if there shall occur) an “Event of Default” (as that term is
      defined in the Financing Agreement or in any of the other Financing
      Documents).




4.  Upon
      the
      occurrence of a default under this Agreement (and in addition to all of its
      rights, powers and remedies under this Agreement, the Guaranty, any other
      promissory notes, documents, instruments, guaranties, mortgages or other
      contract with or for the benefit of the Secured Party, or securing or evidencing
      payment of any indebtedness of the Obligor, at any time executed by the Obligor
      and/or any other person in connection with any of the Secured Obligations,
      all
      as the same may be amended, modified, restated, substituted, extended and
      renewed at any time and from time to time, the “Financing Documents”): The
      Secured Party may, in the exercise of its sole and absolute discretion, declare
      all or any part of the Secured Obligations to be immediately due and payable.
      The Secured Party shall have all of the rights and remedies of a secured party
      under the Maryland Uniform Commercial Code and other applicable laws. If the
      sale or other disposition of the Collateral fails to satisfy all of the Secured
      Obligations, the Obligor shall remain liable to Secured Party for any
      deficiency. Upon demand by Secured Party, the Obligor shall assemble the
      Collateral and make it available to Secured Party, at a place reasonably
      convenient for such purpose as designated by Secured Party. The Obligor shall
      hold in trust for the Secured Party all collections and proceeds of Collateral
      in the form received, shall not commingle those collections or proceeds with
      any
      other assets of the Obligor and shall deliver those collections and proceeds
      immediately to the Secured Party with


5
 
 
  any
          necessary endorsement. The Secured Party or its agents may enter upon and
          remain
          on the Obligor’s premises to take possession of the Collateral, to remove it, to
          render it unusable, to collect it, or to sell or otherwise dispose of it
          and to
          take any other action permitted to be taken under this Agreement or under
          applicable laws. Any proceeds of the collection, the sale or other disposition
          of the Collateral will be applied by the Secured Party to the Secured
          Obligations (whether then due or not), at such time or times and in such
          order
          and manner of application as the Secured Party may from time to time in
          its sole
          and absolute discretion determine.




5.  If
      the
      Obligor fails to take any action required to be taken by the Obligor under
      this
      Agreement (including, without limitation, obtaining required insurance), the
      Secured Party, in the exercise of its sole and absolute discretion, may do
      so in
      the name of the Secured Party or the Obligor as the Secured Party may elect,
      but
      at the cost and expense of the Obligor, which cost and expense shall be
      immediately due and payable to the Secured Party as part of the Secured
      Obligations. In addition to all other rights and remedies provided hereunder
      or
      as shall exist at law or in equity from time to time, the Secured Party may
      (but
      shall be under no obligation to), without notice to the Obligor, in the name
      of
      the Secured Party or in the name of the Obligor or otherwise, for the use and
      benefit of the Secured Party, but at the cost and expense of the Obligor, (i)
      following a default under this Agreement, extend, renew, demand, collect,
      enforce by legal or equitable proceedings or otherwise, exchange, surrender,
      compromise, give receipt for and give renewals, extensions, discharges and
      releases of, any and all of the Collateral; (ii) endorse or sign the name of
      the
      Obligor upon any items of payment, certificates of title, instruments, financing
      statements, securities, powers, documents, documents of title, or other writing
      relating to or part of the Collateral; and (iii) following a default under
      this
      Agreement, take any other action necessary or beneficial to realize upon or
      dispose of the Collateral. The Obligor hereby irrevocably appoints the Secured
      Party as its attorney-in-fact, with power of substitution from time to time,
      to
      take such actions as are described in this paragraph as well as any other action
      which the Obligor is required to take under this Agreement or under any of
      the
      other Financing Documents, including, without limitation, the execution,
      acknowledgment and delivery of any financing statement, continuation statement,
      security agreement, assignment, instruments, filings or other document as may
      be
      necessary or beneficial, in the opinion of the Secured Party, to perfect,
      preserve, provide notice of, maintain, continue, realize upon, protect and/or
      extend the assignment, lien or security interest granted to the Secured Party
      under this Agreement and its priority.




6.  Without
      precluding other means for giving notice, any written notice of the sale,
      disposition or other intended action by Secured Party with respect to the
      Collateral given at least ten (10) days prior to such sale, disposition or
      other
      action and sent to the mailing address set forth on EXHIBIT A attached hereto,
      shall in all events constitute commercially reasonable notice to the
      Obligor.




7.  The
      Obligor agrees to pay to Secured Party as part of the Secured Obligations all
      reasonable expenses, charges, costs, taxes, and fees (including, without
      limitation, reasonable attorney’s fees and expenses, whether incurred prior to
      the institution of any suit or other proceeding or otherwise) of any nature
      whatsoever paid or incurred by or on behalf of Secured Party or the Lenders
      in
      connection with the perfection, collection, maintenance, preservation,
      inspection, insuring, defense, protection, realization upon, disposition, sale
      or enforcement of all or any part of the Collateral or the enforcement or
      collection of the Secured Obligations.


6


8.  This
      Agreement may not be amended, modified, or changed in any respect except by
      an
      agreement in writing signed by the Secured Party and the Obligor. The Secured
      Party shall have the right at all times to enforce the provisions of this
      Agreement in strict accordance with the terms hereof, notwithstanding any
      conduct or custom on the part of the Secured Party in refraining from so doing
      at any time or times. The failure or delay of the Secured Party at any time
      or
      times to enforce the rights under such provisions, strictly in accordance with
      the same, shall not be construed as having created a custom in any way or manner
      contrary to specific provisions of this Agreement or as having in any way or
      manner modified or waived the same.




9.  The
      rights, powers and remedies provided in this Agreement are cumulative, may
      be
      exercised concurrently or separately, may be exercised from time to time and
      in
      such order as the Secured Party shall determine, and are in addition to, and
      not
      exclusive of, rights, powers and remedies provided by applicable laws, all
      without regard to any right of the Obligor or any other person or entity to
      the
      marshalling of assets, which right the Obligor and any other person or entity
      who may be liable (by endorsement, guaranty, indemnity or otherwise) for all
      or
      any part of the Secured Obligations hereby waive to the extent permitted by
      applicable laws. Without limiting the generality of the foregoing, the Secured
      Party and the Lenders may: (a) proceed against any one or more Obligors and/or
      the Collateral with or without proceeding against any other Obligor or any
      other
      person obligated under any of the Secured Obligations; (b) proceed against
      the
      Obligor with or without proceeding under the other Financing Documents; (c)
      without reducing or impairing the obligation of the Obligor and without notice,
      release or compromise with any guarantor or other person liable for all or
      any
      part of the Secured Obligations; and (d) without reducing or impairing the
      obligations of the Obligor and without notice thereof: (i) fail to perfect
      the
      security interests and/or other interests of the Secured Party in any or all
      Collateral or to release any or all the Collateral or to accept substitute
      Collateral, (ii) allow all or any Secured Obligations to arise after the date
      of
      this Agreement, (iii) waive any provision of this Agreement, (iv) exercise
      or
      fail to exercise rights of set-off or other rights, (v) accept partial payments
      or extend from time to time the maturity of all or any part of the Secured
      Obligations, and (vi) take or fail to take any action under this Agreement
      or
      against any one or more persons obligated under the Secured Obligations. The
      Obligor, together with any guarantor, surety or indemnitor of all or any part
      of
      the Secured Obligations, hereby waives and releases all claims and defenses
      against the Secured Party and the Lenders and/or with respect to the payment
      or
      enforcement of the Secured Obligations and the Secured Party’s rights in the
      Collateral on account of any of the foregoing.




10.  In
      case
      one or more provisions contained in this Agreement shall be invalid, illegal
      or
      unenforceable in any respect under any law, the validity, legality and
      enforceability of the remaining provisions contained herein shall remain
      effective and binding on the parties hereto and shall not be affected or
      impaired thereby.




11.  “ Obligor ”
means
      the collective reference to each and every Person defined as a “Obligor” in the
      preamble of this Agreement or otherwise so identified in this Agreement from
      time to time, and to any one or more of such Persons, all jointly and severally,
      unless a specific Obligor is expressly identified. “Obligors” means the
      collective reference to all Persons included in the definition of “Obligor.” The
      headings in this Agreement are included herein for convenience only, shall
      not
      constitute a part of this Agreement for any other purpose, and shall not be
      deemed to affect the meaning or construction of any of the provisions hereof.
      The above Recitals are part of this Agreement




7




12.  This
      Agreement shall be binding upon and inure to the benefit of the Obligor and
      Secured Party and their respective successors and assigns.






**[Signatures
      follow on next pages]**




8





SIGNATURE
      PAGE TO


SECURITY
      AGREEMENT


(GUARANTOR
      SECURITY AGREEMENT)




WITNESS
      the signature and seal of the Obligors as of the day and year first above
      written.







WITNESS
                OR ATTEST:
              
              _______________________
            DCAP
                GROUP, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            DCAP
                MANAGEMENT CORP.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            DCAP
                ACCURATE, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            AIA-DCAP
                CORP.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              President




[Signatures
        Continue on Next Page]




SIGNATURE
        PAGE TO
 SECURITY
        AGREEMENT
 (GUARANTOR
        SECURITY AGREEMENT)




ATTEST:
              
              _______________________
            BARRY
                SCOTT AGENCY, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            BARRY
                SCOTT COMPANIES, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            BARRY
                SCOTT ACQUISITION CORP.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            BARON
                CYCLE, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            BLAST
                ACQUISITION CORP.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              President




[Signatures
        Continue on Next Page]










SIGNATURE
        PAGE TO
 SECURITY
        AGREEMENT
 (GUARANTOR
        SECURITY AGREEMENT)






ATTEST:
              
              _______________________
            DEALERS
                CHOICE AUTOMOTIVE PLANNING, INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            IAH,
                INC.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              PresidentATTEST:
              
              _______________________
            INTANDEM
                CORP.
              
              By:_____________________
                (SEAL)
              Barry
                B. Goldstein,
              President




[Acknowledgment
        follows on Next Page]












ACKNOWLEDGEMENT
      PAGE TO


SECURITY
      AGREEMENT


(GUARANTOR
      SECURITY AGREEMENT)





STATE
      OF
      MARYLAND, CITY OF BALTIMORE, TO WIT:




I
      HEREBY
      CERTIFY, that on this ___ day of July, 2006, before me, a Notary Public of
      said
      State, personally appeared Barry B. Goldstein, who acknowledged himself to
      be
      the President of DCAP GROUP, INC., a corporation organized under the laws of
      the
      State of Delaware, and of each of the other Guarantors described in foregoing
      instrument, known to me (or satisfactorily proven) to be the person whose name
      is subscribed to the foregoing instrument and acknowledged that he executed
      the
      same for the purposes therein contained as the duly authorized President of
      each
      of said corporations by signing the respective names of the corporations by
      himself as President, respectively, of each.






WITNESS
      my hand and Notarial Seal.







______________________________


Notary
      Public


My
      Commission Expires:










EXHIBIT
      A TO SECURITY AGREEMENT






The
      Obligor further represents and warrants to the Secured Party that the
      information provided to the Lender on the Perfection Certificate dated on or
      about the Original Closing Date (as that term is defined in the Financing
      Agreement) with respect to each Obligor other than DCAP Accurate and on or
      about
      date of this Agreement in the case of DCAP Accurate, and provided by each
      Obligor to the Lender is true and correct and is incorporated into this
      Agreement by reference.