REAFFIRMATION
      OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS




THIS
      REAFFIRMATION OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS (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 ”) **,** 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, and BLAST ACQUISITION CORP., a corporation organized under
      the laws of the State of Delaware (each a “ Pledgor ”
and
      collectively the “ Pledgors ”).




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.




C.  The
      Pledgors are parties to the “ Stock
      Pledge Agreements ”
(as
      that term is defined in the Original Financing Agreement).




D.  The
      Pledgors 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 Pledgors 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 affirmation of their
      indebtedness, liabilities and obligations of the Pledgors under, the
“ Stock
      Pledge Agreements ” (as
      that
      term is defined in the Original Financing Agreement) .
      References in the Financing Agreement and the other Financing Documents to
      the
      Stock Pledge Agreements means the “Stock Pledge Agreements” (as that term is
      defined in the Original Financing Agreement), as reaffirmed and amended by
      this
      Agreement and as
      amended, restated, modified, substituted, extended and renewed from time to
      time .




1




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




1.  Each
      of
      the Pledgors (a) consents to the transactions contemplated by, and agreements
      made by the Borrower under, the Financing Agreement, (b) ratifies, confirms
      and
      reissues the terms, conditions, promises, covenants, grants, assignments,
      security agreements, waivers, agreements, representations, warranties and
      provisions contained in Stock Pledge Agreements, and (c) agrees that the Pledgor
      has no (and alternatively waives each and every) counterclaim, recoupment,
      setoff, reduction or defense with respect to the Pledgor's obligations under
      the
      Stock Pledge Agreements, however arising, in contract, in tort or otherwise
      and
      whenever arising; and (d) alternatively, releases, withdraws, waives and
      discharges any and all claims, rights, demands, damages, causes of action,
      judgments or liabilities which the Pledgor has, had or may have ever had against
      the Agent or the Lenders, including but not limited to any arising in connection
      with the Stock Pledge Agreements or the other Financing Documents.




2.  Without
      limiting the foregoing, the Pledgors, jointly and severally, acknowledge and
      agree that (a) references in the Stock Pledge Agreements to the term “Financing
      Agreement” mean the Financing Agreement as defined above in this Agreement and
      references in the Stock Pledge Agreements to the “Borrower,” “Obligations” and
      other terms defined in the Financing Agreement shall have the meaning set forth
      in the Financing Agreement), (b) the Obligations include, without limitation,
      the Revolving Credit Facility and the Term Line Facility described in the
      Financing Agreement and the Obligations are covered by the Stock Pledge
      Agreements; (c) in the Stock Pledge Agreements the Pledgors agreed, among other
      things, that the parties to the Financing Documents may from time to time
      modify, amend, change or terminate any provisions of any of the Financing
      Documents without in any way releasing, affecting or in any way impairing the
      obligations and liabilities of the Pledgors under the Stock Pledge Agreements,
      and (d) notwithstanding the Agent’s and the Lenders’ acceptance of this
      Agreement (notice of which acceptance is hereby waived), the parties may
      hereafter modify, amend, change or terminate any provisions of any of the
      Financing Documents without notice to, the further agreement of, or the consent
      of the Pledgors.




3.  This
      Agreement may be executed in any number of duplicate originals or counterparts,
      each of such duplicate originals or counterparts shall be deemed to be an
      original and taken together shall constitute but one and the same instrument.
      Each Pledgor agrees that the Pledgor’s signature may be delivered by facsimile
      or by pdf. If a Pledgor chooses to deliver the Pledgor’s signature by facsimile
      or by pdf, the Pledgor agrees to provide a counterpart of this Agreement with
      the Pledgor’s inked signature promptly to the Agent.






**[Signatures
      follow on next page]**











2


Signature
      Page to





REAFFIRMATION
      OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS




IN
      WITNESS WHEREOF, each Pledgor has executed and delivered this Agreement under
      seal as of the day and year of the Financing Agreement.




ATTEST:
                
                ______________________
              DCAP
                  GROUP, INC.
                
                By:____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                PresidentATTEST:
                
                _______________________
              BARRY
                  SCOTT AGENCY, INC.
                
                By:_____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                PresidentATTEST:
                
                _______________________
              BARRY
                  SCOTT COMPANIES, INC.
                
                By:_____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                PresidentATTEST:
                
                _______________________
              BLAST
                  ACQUISITION CORP.
                
                By:_____________________
                  (SEAL)
                Barry
                  B. Goldstein,
                President