SALE AND ASSIGNMENT AGREEMENT


                                     between

                                 PAYMENTS, INC.,


                          FLATIRON CREDIT COMPANY, INC.

                                       and

                      WESTCHESTER PREMIUM ACCEPTANCE CORP.








                         Dated as of September 14, 1999














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                                TABLE OF CONTENTS



                                                                         Page

Section 1.  Definitions.......................................................1
Section 2.  Sale of Conveyed Property.........................................7
Section 3   Termination.......................................................9
Section 4.  Purchase Price and Payment Terms for Conveyed
            Property/Right of Set-off........................................10
Section 5.  Notification of Sale.............................................10
Section 6.  Repurchase of Conveyed Property..................................10
Section 7.  Delivery to WPAC of Proceeds; Power of Attorney..................11
Section 8.  Verification, Notification and Collection of Premium Receivables.11
Section 9.  Financial Statements and Books and Records.......................11
Section 10. Seller's General Representations and Warranties..................11
Section 11. Seller's Representations and Warranties With Respect to the
            Conveyed Property................................................14
Section 12. Additional Covenants of Seller...................................17
Section 13. Taxes    ........................................................19
Section 14. Further Assurances and Substituted Performance...................19
Section 15. Indemnification..................................................20
Section 16. Default..........................................................20
Section 17. Remedies.........................................................21
Section 18. Waiver...........................................................22
Section 19. Counterparts/Facsimiles..........................................22
Section 20. Essence of Time..................................................22
Section 21. Assignment.......................................................22
Section 22. Standard of Care.................................................23
Section 23. Costs and Expenses/Attorneys Fees................................23
Section 24. Notices..........................................................23
Section 25. Successors and Assigns...........................................23
Section 26. Severability.....................................................23
Section 27. Force Majeure....................................................24
Section 28. Governing Law....................................................24
Section 29. Jurisdiction and Waiver of Certain Damages.......................24
Section 30. Entire Agreement.................................................25
Section 31. Waiver of Jury Trial.............................................25





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                          SALE AND ASSIGNMENT AGREEMENT

     This Sale and Assignment  Agreement is dated as of the 14 day of September,
1999 by Payments,  Inc.  ("Seller"),  whose address is 2545 Hempstead  Turnpike,
East  Meadows,  New York,  New York  11554 and  Flatiron  Credit  Company,  Inc.
("Flatiron"),  whose  address is 600  Seventeenth  Street Suite  1900S,  Denver,
Colorado  80202 and  Westchester  Premium  Acceptance  Corp.  ("WPAC"),  a Texas
corporation whose address is 2700 NE Loop 410, #360, San Antonio, Texas 78217.

                                    RECITALS:

     A. Seller originated and/or owns Premium  Receivables  evidenced by Premium
Finance  Agreements to finance payments by Obligors of premiums for the purchase
of  insurance  policies  and,  in  connection  therewith,  Seller has a security
interest  arising under statutory  authority or otherwise in unearned  premiums,
dividends and loss payments with respect to such insurance policies and in state
or industry  guaranty  funds for the  reimbursement  of unearned  premiums  from
cancelled insurance policies and failed insurance companies; and

     B.  Seller  wishes  to  sell  from  time to time  during  the  Term of this
Agreement and WPAC wishes to purchase Seller's Eligible Premium  Receivables and
related  interests  delivered  under the terms and conditions  described in this
Agreement.

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

     Section  1.  Definitions.  The  following  terms  shall be  defined in this
Agreement:

     "Additional  Provisions" means the Additional  Provisions of this Agreement
as set forth in Schedule A attached hereto.

     "Amount  Financed" means,  with respect to each Premium  Receivable Sold to
WPAC,  an amount  equal to 100% of the  premium  and other  financeable  amounts
relating to the insurance policy that gives rise to the Premium  Receivable less
any down payment made at the inception of the Premium Finance Agreement.

     "Affiliate" of any specified  Person means any other Person  controlling or
controlled  by or under  common  control  with such  specified  Person.  For the
purposes of this  definition,  "control" when used with respect to any specified
Person  means the power to direct the  management  and  policies of such Person,
directly or indirectly,  whether through the ownership of voting securities,  by
contract or otherwise.

     "Agent" means any Person  licenced and qualified to sell or arrange for the
sale of insurance in the state in which any Premium Receivable is originated.


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     "Agent  Statement  Unpaid  Balance" means the amounts due from any Agent as
shown on the applicable Agent statement maintained by the Servicer.

     "Agent  Statement  Unpaid Balance Trigger" shall have the meaning set forth
in Schedule A attached hereto.

     "Agreement"  means this  Agreement  together  with all  schedules,  and all
amendments,  modifications,  replacements or substitutions  thereto and together
with all documents and instruments  contemplated to be executed pursuant to this
Agreement.

     "Allowable   Endorsement   Additions"  means  any  increase  to  a  Premium
Receivable  arising out of an increase in the premium payable under an insurance
policy  relating to a change in the  coverage  thereof so long as the  following
criteria is met:

     (a) The Insured is current as to all payments due on the existing Contract;
     (b) The Insured pays an  additional  down payment in  accordance  with WPAC
     down payment  schedule (with a minum of 20% if Accounts Payable is received
     within 30 days of origination  date and such  additional down payment shall
     increase 10% for each additional 30 day period); and
     (c) There are at least three payments remainnig on the Contract.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banking institutions in New York, New York or Denver,  Colorado
are authorized or obligated by law or executive order to be closed.

     "Cancelled  Premium  Receivable" means each Premium  Receivable for which a
request for cancellation has been sent to the Issuing Insurance Company, and for
which a  reinstatement  notice has not been  received by the Servicer  from such
insurance company.

     "Collections"  shall  mean all  amounts  received  daily  by  WPAC,  or the
Servicer on behalf of WPAC, on all Premium Receivables Sold under this Agreement
including,  but not  limited  to:  (a)  payments  from  Obligors,  (b) return of
unearned  commission  from agents,  (c) return of unearned  premium from Issuing
Insurance  Companies,  and (d) amounts  received  from a guaranty  fund or other
amounts paid by or on behalf of the Obligor, agent or Issuing Insurance Company.
The amounts  referred to as "Collections"  shall exclude  Obligor's down payment
amounts,  correction  amounts or amounts not lawfully  eligible under applicable
law to be applied to the payment of amounts due under the Premium Receivables.

     "Concentration  Limits" means the Premium Receivable  concentration  limits
set forth in Schedule B attached hereto.

     "Conveyed Property" means all of the Seller's right, title and interest in,
to and under the  Premium  Receivables  Sold  pursuant  to this  Agreement,  all
related Premium Finance Agreements


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and all related documents including,  without limitation, all loan documents and
servicer  documents,  and all of the  Seller's  rights to any  payment  from the
Obligors and any and all rights against any Obligor with respect to such Premium
Receivables,  all  collateral  and  guaranties  with  respect  to  such  Premium
Receivables,  all other  related  rights and  assets,  and all  proceeds  of the
foregoing.

     "Default" shall have the meaning specified in Section 16 of this Agreement.

     "Default  Rate"  shall mean the  annual  rate of  interest  as set forth in
Schedule A attached hereto.

     "Defaulted  Premium  Receivable"  means (without  duplication)  any Premium
Receivable  which (a) has an amount  due and  unpaid  for 180 days,  or (b) is a
Cancelled  Premium   Receivable  and  has  an  unpaid  principal  balance  after
application  of all expected  unearned  premium  received by or on behalf of the
Issuing Insurance Company, or (c) has been written off by the Servicer.

     "Down Payment  Requirement"  shall have the meaning set forth in Schedule A
attached hereto.

     "Effective  Date"  shall have the  meaning set forth in Schedule A attached
hereto.

     "Eligible  Insurance  Company"  means  (a) an  insurance  company  which is
licensed and in good standing to do business in the State in which the policy to
which a Premium Receivable  relates is issued by such insurance  company,  (b) a
joint  underwriting  organization,  intercompany  insurance pool or intercompany
reinsurance pool which is licensed or otherwise  permitted to do business in the
state in which the  policy to which a Premium  Receivable  relates  is issued by
such joint  underwriting  organization  or  intercompany  insurance  pool, (c) a
foreign or alien  insurance  company  which is  authorized  or approved to issue
insurance on a  nonadmitted  basis,  through a licensed  surplus or excess lines
broker, in the state in which the policy to which a Premium  Receivable  relates
is issued by such foreign or alien insurance company.  No such insurer may be an
Eligible   Insurance   Company  (i)  if  such   insurer  is  the  subject  of  a
rehabilitation  or  liquidation  proceeding  commenced  by a  state  or  foreign
insurance regulatory authority,  or (ii) if such insurer is not, in the judgment
of WPAC, a creditworthy  Person which WPAC has full expectations will return, on
a timely basis, unearned premiums on Cancelled Premium Receivables.

     "Eligible Premium Receivable" has the meaning defified in Section 11.

     "Endorsement  Refunds" means all funds returned by an insurance  company to
the Seller or any other Person arising out of a reduction in the premium payable
under an insurance policy relating to a change in the coverage thereof.

     "WPAC Principal Balance" means for any day of determination, the sum of the
Up-front  Purchase  Price paid by WPAC for the  Premium  Receivables  under this
Agreement,  less the sum of (a) all  Collections  received by WPAC  representing
principal  payments,  and (b) the  principal  amount of  repurchases  of Premium
Receivables by the Seller under Section 6 of this Agreement.


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     "GAAP" means generally accepted accounting principles applied in the United
States of  America  in  effect  from time to time  which are  recognized  by the
American Institute of Certified Public Accountants.

     "Guarantor"  means each  guarantor of Seller's  repurchase  obligations  as
described  in  Section  6(b) of this  Agreement  listed in  Schedule  A attached
hereto, if any.

     "Independent  Public  Accountants"  means  any firm of  public  accountants
acceptable to WPAC; provided,  that such firm is independent with respect to the
Seller and WPAC within the meaning of the Securities Act of 1933, as amended.

     "Issuing Insurance Company" means, with respect to any Premium  Receivable,
the insurance  company which issued the insurance policy related to such Premium
Receivable.

     "Interest Rate" means the rate of interest set forth in Schedule A attached
hereto.

     "Lien" means any statutory,  judicial,  contractual or other lien, security
interest, encumbrance or claim of any kind.

     "Loss"  shall mean (i) with respect to Defaulted  Premium  Receivables,  an
amount equal to the  outstanding  principal  balance on such  Defaulted  Premium
Receivable,  (ii) with  respect to any  Repurchase  Property not  reacquired  by
Seller,  an amount  equal to the  Repurchase  Price,  and (iii) with  respect to
amounts due from Agents,  any Agent  Statement  Unpaid Balance amount over sixty
(60) days past due.

     "Loss  Ratio"  shall  mean  for any  consecutive  three  month  period  the
percentage  resulting from dividing (a) Loss incurred in such three month period
by (0)the average WPAC Principal balance for such three month period.

     "Loss  Ratio  Trigger"  shall  have the  meaning  set forth in  Schedule  A
attached hereto.

     "Material Adverse Change" shall mean any material and adverse change either
individually  or in the  aggregate,  in  the  business,  prospects,  management,
financial position,  results of operations or general condition of Seller or any
of its Affiliates as determined by WPAC in its reasonable discretion.

     "Maximum  Purchase  Commitment"  means the  maximum  outstanding  principal
balance of the Eligible Premium  Receivables  Sold under this Agreement,  at the
time of  calculation,  not to exceed the amount set forth in Schedule A attached
hereto.

     "Obligor" means, with respect to any Premium Finance Agreement, the obligor
or account debtor thereunder.


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     "Person"  means an  individual,  partnership,  limited  liability  company,
corporation   (including  a  business  trust),   joint  stock  company,   trust,
unincorporated  association,  joint venture or other entity,  or a government or
any political subdivision or agency thereof.

     "Premium  Finance   Agreement"  means  the  premium  finance  agreement  or
agreements  which  evidence a Premium  Receivable in the form  prescribed  under
applicable  law. The Premium Finance  Agreements  shall be in form and substance
acceptable to WPAC in its sole discretion.

     "Premium  Receivable"  means  the  entire  interest  in a  Premium  Finance
Agreement,  all security interests relating thereto, all moneys due or to become
due thereon  subsequent  to the Sale of such  Premium  Receivable  to WPAC,  all
related  Realization  Provisions,  all related Endorsement Refunds all Allowable
Endorsement Additions relating thereto which have been acquired by WPAC pursuant
to this  Agreement and any related  documents and the proceeds of any and all of
the foregoing.

     "Prohibited  Agent"  means any Agent  that has been  identified  by written
notice from WPAC to the Originator as being prohibited from producing  insurance
policies  financed by Premium  Receivables  that are subject to purchase by WPAC
pursuant to this Agreement.

     "Purchase  Premium" means the portion of the Purchase Price as set forth in
Schedule A attached hereto.

     "Purchase  Price"  means the price paid by WPAC for each  Eligible  Premium
Receivable  equal to the sum of the (a)  Up-front  Purchase  Price  plus (b) the
Purchase Premium.

     "Realization  Provisions"  means,  with respect to any Premium  Receivable,
collectively:  (a) the  security  interest  granted or  assigned  by an Obligor,
pursuant to the terms of the documents  creating and  evidencing  the respective
Premium  Receivable at the time of execution  thereof to the  originator of such
Premium  Receivable,  in all unearned premiums,  dividends,  loss payments which
reduce the unearned premiums under the respective  insurance policy or policies,
(b) any interest  arising under a state guaranty fund for all unearned  premiums
from the cancelled policy or policies in the event the Issuing Insurance Company
becomes  insolvent,  (c)  Endorsement  Refunds  with  respect  to  such  Premium
Receivable,  (d) if applicable to such Premium  Receivable,  all broker or agent
guarantee agreements with respect thereto, and (e) if applicable to such Premium
Receivable,  any interest thereof in a cash collateral account  established with
respect to such Premium Receivable.

     "Required  Documents" means the original signed Premium Finance  Agreement,
the  original  of the  check or draft  relating  thereto,  the  signed  power of
attorney of the  insured  (if a power of  attorney  signed by the insured is not
included in the Premium Finance  Agreement),  a copy of the motor vehicle report
run at the time of policy origination, and all other documents necessary for the
legal origination of the Premium Finance Agreement.

     "Repurchase  Price" shall have the meaning set forth in Schedule A attached
hereto.

     "Repurchase Property" shall have the meaning defined in Section 6(a).


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     "Sale" or "Sell" or "Sold" means to absolutely  sell,  transfer,  assign or
otherwise convey property.

     "Servicer"  means  Input  1 LLC or  such  other  servicer  as  approved  by
Flatiron.

     "Servicing  Agreement"  means the Premium  Receivable  Servicing  Agreement
between Input 1, LLC and WPAC.

     "Servicing  Fee" means the fee to be paid to the  Servicer  pursuant to the
Servicing Agreement

     "Tangible  Net Worth"  shall mean the  tangible  net worth,  determined  in
accordance  with  GAAP,  to be  maintained  by Seller in the amount set forth in
Schedule A attached  hereto.  For purposes of this  definition  (i) Tangible Net
Worth may be in the form of common or preferred  equity or unsecured  debt,  the
terms  and  conditions  of  which  shall  be  satisfactory  to WPAC in its  sole
discretion ("Subordinated Debt"), and (li) tangible assets used to calculate net
worth  shall  exclude  all  intangible  assets,  goodwill  and  intercompany  or
Affiliate indebtedness of any nature.

     "Term"  means the term of this  Agreement as defined in Schedule A attached
hereto.

     "Up-front  Purchase  Price" means the portion of the Purchase Price paid by
WPAC for a Premium Receivable as set forth in Schedule A attached hereto.

     "Walk-In  Payment Ratio" Flatiron will calculate  monthly  ("ginning in the
second month following origination) the percentage of total payments received at
agency  "walk-in"  (insured  making  payment at a DCAP agency) to total payments
made including the P.O. Box. For each month,  the Walk-In  Payment Ratio will be
calculated  and a  corresponding  adjustment  if  any,  made  to  the  "No  Risk
Origination Fee".

     Section 2. Sale of Conveyed Property.

          (a) During the Term of this Agreement,  Seller  irrevocably  agrees to
          Sell  to  WPAC  some  or  all  of  the  Eligible  Premium  Receivables
          originated,  acquired or otherwise  owned by Seller and WPAC agrees to
          purchase  up to the  amount of the  maximum  Purchase  Commitment  the
          Seller's Eligible Premium Receivables in accordance with the terms and
          conditions of this  Agreement.  The parties agree that WPAC shall have
          the first  right of  refusal,  during the Term of this  Agreement,  to
          purchase  Eligible  Premium   Receivables   originated,   acquired  or
          otherwise  owned by  Seller,  which are not  retained  by Seller or an
          affiliate in its internal capacity.

          (b) WPAC's  obligation  to be bound by the terms of this  Agreement is
          subject to the  satisfaction  of each of the  following  conditions by
          evidence in form and substance  satisfactory to WPAC in its reasonable
          discretion:

               (i)  Seller  shall  provide  evidence  that it has the  necessary
               authority  and has secured any  required  consents to execute and
               deliver this Agreement and to enter into


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               the transactions  contemplated by this Agreement,  which evidence
               shall include, at a minimum, good standing certificate of Seller,
               officers'  certificates  regarding  (together  with copies of the
               articles and bylaws of Seller (or other organizational  documents
               as may be applicable)  and any amendments  thereto,  UCC searches
               regarding the Seller,  proof of Seller's license to originate the
               Premium  Finance  Agreements,  the  form of the  Premium  Finance
               Agreements to be originated by Seller, and such other evidence as
               WPAC may require in its reasonable discretion including,  without
               limitation,  any legal  opinions that WPAC may require  regarding
               Seller and Seller's  ability to enter into and perform under this
               Agreement;

               (ii) WPAC shall have  completed  its due  diligence of the Seller
               and  determined  that  the  findings  of such due  diligence  are
               acceptable to WPAC in its sole discretion;

               (iii) Seller shall have provided evidence that there are no prior
               Liens or existing  Uniform  Commercial Code financing  Statements
               granting  to any party a  security  interest  in any of  Seller's
               Premium Receivables or other Conveyed Property; and

               (iv) Seller shall have provided to WPAC Uniform  Commercial  Code
               financing  statements  in form and  substance  acceptable to WPAC
               establishing a first priority ownership interest in favor of WPAC
               in the Premium Receivable and related Conveyed Property.

          (c) Each Sale of a Premium  Receivable  hereunder  is  subject  to the
          satisfaction  to WPAC of each of the following  conditions at Seller's
          sole cost and expense:

               (i) All covenants  and  conditions  of this  Agreement  have been
               complied with by Seller and no default (or event which,  with the
               passage  of time or notice or both  would  constitute  a default)
               exists hereunder;

               (ii) No Material Adverse Change has occurred;

               (iii)  Bach  of the  Loss  Ratio  Trigger  and  Maximum  Purchase
               Commitment shall not be exceeded;

               (iv) The  availability  to WPAC of funding  from  WPAC's  funding
               source for the transactions contemplated hereby;

               (v) The  Concentration  Limits  established  from time to time by
               WPAC,  with  respect to  concentrations  with  Issuing  Insurance
               Companies, originators or Agents shall not be exceeded;

               (vi)  The  Premium   Receivables   shall  be   Eligible   Premium
               Receivables; and



<PAGE>



               (vii) Seller shall provide such  additional  evidence,  documents
               and instruments as WPAC may reasonably  request to consummate the
               Sale of the Conveyed  Property in  accordance  with the terms and
               provisions of this Agreement.

          (d) In connection with the Sale of each Premium Receivable  hereunder,
          Seller shall timely take the following actions:

               (i)  Deliver  to WPAC the  Required  Documents  relating  to each
               Premium  Finance  Agreement,  which delivery shall be made by the
               tenth (10th)  calendar day after the date of  origination  of the
               Premium Finance Agreement; and

          (e) The Sale of any  Conveyed  Property  shall be  effective  (i) with
          respect to the Conveyed  Property Sold to WPAC on the Effective  Date,
          upon  delivery  to  WPAC  of  an  assignment  in  form  and  substance
          acceptable  to WPAC or by other  method of transfer as may be directed
          by WPAC, and (ii) with respect to all Conveyed Property Sold after the
          Effective Date, upon the origination by the Originator of each Premium
          Finance  Agreement  giving  rise to the Premium  Receivable  and other
          Conveyed  Property  without the need for execution and delivery of any
          further  assignments or instruments  of transfer  unless  specifically
          requested in writing by WPAC. The Originator shall cooperate with WPAC
          and the Servicer in immediately  supplying to the Servicer the Premium
          Receivable  data  needed  to  enter  the  Premium  Receivables  on the
          Servicer's data processing  system.  All Sales shall be deemed to take
          place at the  offices  of WPAC  described  on the  first  page of this
          Agreement  or such  other  location  as  Seller  and WPAC may agree in
          writing.

          (f) Seller  and WPAC  intend  and agree  that each  purchase  and Sale
          hereunder  shall  be  treated  as a true and  absolute  Sale of all of
          Seller's  right,  title and  interest  in,  to and under the  Conveyed
          Property and not a transfer intended as a security interest.  However,
          if, notwithstanding such intention, a determination is made by a court
          or other body with appropriate  jurisdiction over the matter that such
          transfer  shall  not be  treated  as a true and  absolute  Sale,  this
          Agreement  shall be deemed to constitute a security  agreement and the
          transaction  effected  hereby shall be deemed to  constitute a secured
          financing,  and  Seller  hereby  pledges  and  grants  to WPAC a first
          priority  Lien on, and  security  interest  in, to and  under,  all of
          Seller's  right,  title and  interest  in,  to and  under the  Premium
          Receivables and all other related Conveyed  Property as collateral for
          and as security  for all amounts paid and to be paid by WPAC to Seller
          in connection  with the Conveyed  Property and for all amounts due and
          owing and all obligations arising under this Agreement.

     Section 3.  Termination.  Seller or WPAC shall have the right to  terminate
this  Agreement  upon ninety (90) days prior written  notice to the other party.
Upon a termination,  WPAC shall continue to own all Premium Receivables acquired
by WPAC to the date of termination  and the Servicer shall service the portfolio
of Conveyed  Property in the normal  course of its business  and, in  connection
therewith,  all  provisions of this  Agreement or any Servicing  Agreement  with
respect to such  existing  portfolio  shall  remain in full force and effect and
shall survive the termination of


<PAGE>



this  Agreement  under  this  Section  3,  including,  without  limitation,  the
repurchase  obligations  of  Seller  or  Guarantor  relating  to  such  existing
portfolio.

     Section 4. Purchase Price and Payment Terms for Conveyed  Property/Right of
Set-Off  WPAC shall pay  Seller the  Purchase  Price for the  Conveyed  Property
pursuant to the terms and conditions set forth in this  Agreement.  The Up-front
Purchase Price shall be paid to Seller or a third party  acceptable to WPAC upon
satisfaction of the conditions set forth in Section 2(c). The Purchase  Premium,
if any,  shall be paid to Seller  monthly in  arrears,  not later than the sixth
(6th)  Business Day of each month.  WPAC shall have a right to off-set from such
Purchase  Price  amounts  due to Seller  any  amounts  due WPAC  from  Seller or
Guarantor under this Agreement  including,  without  limitation,  any Repurchase
Price amounts due under Section 6.

     Section 5. Notification of Sale. WPAC shall send or cause to be sent notice
of the Sale of the  Premium  Receivables  to WPAC,  (i) to each  Obligor  to the
effect that the Premium Receivables have been Sold to WPAC and that all payments
with  respect  thereto are  required  to be made  payable as  specified  in such
notice,  and (ii) to each  Issuing  Insurance  Company  to the  effect  that the
Premium  Receivables  have been Sold to WPAC and that all payments  with respect
thereto are required to be paid to the Servicer as specified in such notice. The
Seller shall promptly respond to reasonable inquiries from WPAC or third parties
confirming the Sale of the Conveyed Property hereunder.

     Section 6. Repurchase of Conveyed Property.

          (a) Not later  than five (5)  Business  Days after  notice  from WPAC,
          Seller shall  repurchase  from WPAC any Premium  Receivables and other
          related Conveyed Property  (collectively,  the "Repurchase  Property")
          (i) that does not comply in all respects with Seller's representations
          and  warranties  described in Section 11 of this Agreement or (ii) for
          which the Required  Documents have not been timely  delivered to WPAC.
          The amount payable by Seller to WPAC for the Repurchase Property shall
          be equal to the Repurchase  Price.  Upon its receipt of the Repurchase
          Price,  WPAC  shall  convey  to  Seller  all of its  right,  title and
          interest in such  Repurchase  Property  on an "AS IS,  WHERE IS" basis
          without recourse and without any warranties,  written or oral, express
          or implied of any kind  including,  but not limited to  warranties  of
          TITLE; MERCHANTABILITY OR ABSENCE FROM LIENS.

          (b) Each Guarantor  jointly and severally  hereby agrees to repurchase
          (i) the  Repurchase  Property  referred  to in  Section  6(a) upon the
          failure of Seller to do so, and (ii) any Premium Receivable originated
          in a  fraudulent  manner.  Upon its  receipt of all of the amounts due
          under this  Section,  WPAC shall convey to Guarantor all of its right,
          title and interest in such Repurchase Property on an "AS IS, WHERE IS"
          basis without  recourse and without any  warranties,  written or oral,
          express  or  implied,  of any  kind  including,  but not  limited  to,
          warranties of TITLE; MERCHANTABILITY OR ABSENCE FROM LIENS.

     Section 7. Delivery to WPAC of Proceeds;  Power of Attorney.  WPAC shall be
the owner of any Conveyed Property including any proceeds thereof. Following the
Sale of any Conveyed


<PAGE>



Property,  if any  proceeds of such  Conveyed  Property  are received by Seller,
Seller  shall hold such  proceeds in trust for WPAC  separate and apart from its
own  property  and, at its own cost,  inunediately  endorse (if  necessary)  and
deliver such proceeds,  as WPAC directs.  Seller hereby constitutes and appoints
WPAC as its true and  lawful  attorney  with the  power to  endorse  the name of
Seller upon any instrument or other document pertaining to the Conveyed Property
and and  related  proceeds.  This  power  is  coupled  with an  interest  and is
irrevocable.

     Section  8.   Verification,   Notification   and   Collection   of  Premium
Receivables.  WPAC shall be  entitled,  in its own or any other name and in form
determined  by WPAC,  to contact any Obligor or any other  Person and verify the
payment of or inquire about any other issue pertaining to any Conveyed  Property
that  has  been or is to be Sold  to  WPAC.  Upon  the  Sale of any of  Conveyed
Property, WPAC shall be entitled to notify and, upon the request of WPAC, Seller
shall notify the Obligors,  insurance  companies and any other Persons that WPAC
is the owner of such  Conveyed  Property and direct such Persons to pay WPAC any
amounts owing with respect to such Conveyed Property.

     WPAC,  as the owner of the Conveyed  Property,  shall be entitled to amend,
compromise,  modify,  release or settle the  indebtedness and obligations of the
Obligors with respect to the Conveyed  Property that is Sold to WPAC  hereunder,
and to take any legal  action to collect any amounts  owing with respect to such
Conveyed  Property and to take or refrain from taking any additional action with
respect  to such  Conveyed  Property  in good  faith,  without  notice to or the
consent of Seller and without  affecting any  obligation of Seller to repurchase
such Conveyed Property as may be required by WPAC under this Agreement.  Seller,
at its own cost,  shall  execute and deliver to WPAC any  documents and take any
actions  deemed  necessary or desirable by WPAC to assist WPAC in exercising any
right or remedy pertaining to the Conveyed Property.

     Section 9. Financial  Statements  and Books and Records.  Seller shall keep
accurate and complete  books and  Financial  records  pertaining to the Conveyed
Property in  accordance  with GAAP and shall  disclose  the Sale of any Conveyed
Property  to WPAC and the  respective  date of such Sale in  Seller's  books and
records.  Flatiron or its designated  representative  shall have the right, upon
written notice to Seller and during regular  business hours,  to inspect,  audit
and copy Seller's books and records relating to the Conveyed Property.

     Section 10. Seller's General Representations and Warranties.  Seller hereby
represents  and  warrants  to and for the  benefit  of WPAC on the  date of this
Agreement and on any date of Sale of Premium Receivables hereunder that:

          (a) Seller is duly organized and is validly  existing as a corporation
          in good standing under the laws of the state of its organization  with
          full power and authority to execute and deliver this  Agreement and to
          Sell the Conveyed  Property to WPAC and otherwise to perform the terms
          and provisions thereof;

          (b) Seller is duly  qualified  to do business as a domestic or foreign
          business  entity  in good  standing,  and has  obtained  all  required
          licenses  and  approvals,  if any, in all  jurisdictions  in which the
          conduct of its business requires such qualifications, and has


<PAGE>



          complied  with all  federal  state and local laws and  regulations  in
          connection  with the  origination of the Premium  Receivables  and the
          Sale of the Conveyed Property under this Agreement;

          (c) The  execution  and  delivery  by  Seller  of this  Agreement  and
          Seller's  performance  of the terms and  conditions  thereof have been
          duly authorized by all necessary action of Seller,  do not require any
          approval or consent of any  governmental  agency or  authority  or any
          other  Person,  and do not and will not  conflict  with or result in a
          breach or (with or  without  notice or lapse of time) a default  under
          any  agreement,   law  or  governmental  regulation  binding  upon  or
          applicable to Seller or the Conveyed Property;

          (d) No litigation or administrative proceeding of or before any court,
          tribunal or  governmental  body is  presently  pending or  threatened,
          against  Seller  or its  properties  which  have not  been  previously
          disclosed in writing to WPAC;

          (e) This  Agreement  and any related  documents to which Seller or any
          Guarantor is a party constitute valid,  legal and binding  obligations
          of Seller and any such Guarantor,  enforceable  against Seller and any
          such  Guarantor  in  accordance  with the terms  thereof,  subject  to
          applicable  bankruptcy,  insolvency,  reorganization,  moratorium  and
          other laws affecting the  enforcement of creditor's  rights  generally
          and to general  principles  of  equity,  regardless  of  whether  such
          enforcement is considered in a proceeding in equity or at law;

          (f) Seller does not have material  liabilities  or  obligations  other
          than those previously disclosed in writing to WPAC;

          (g) No information,  certificate,  statement or report furnished by or
          on behalf  of Seller or any  Guarantor  to WPAC  contains  any  untrue
          statement  of a material  fact or omits a material  fact  necessary to
          make  such   information,   certificate,   statement   or  report  not
          misleading.  There is no fact  peculiar to Seller or any  Affiliate of
          Seller or, to its knowledge,  any Conveyed Property or Obligor,  which
          it has not disclosed to WPAC in writing which could  adversely  affect
          Seller's  ability to perform  the  transactions  contemplated  by this
          Agreement and any related documents to which Seller is a party;

          (h) All  tax  returns  required  to be  filed  by  Seller,  any of its
          Affiliates,  subsidiaries or any Guarantor in any jurisdiction have in
          fact been filed, and all taxes,  assessments,  fees,  claims and other
          governmental  charges upon Seller, such Affiliate or subsidiary,  such
          Guarantor or any of their respective properties, income or franchises,
          shown to be due and payable on such returns have been paid;  provided,
          that  neither  Seller nor such  Affiliate or  subsidiary  or Guarantor
          shall be required to pay or discharge any such tax,  assessment,  fee,
          claim or other  charge  which is being  contested in good faith and by
          proper  proceedings  and as to which  appropriate  reserves  are being
          maintained in accordance with GAAP. To the best of Seller's


<PAGE>



          knowledge,  all such tax returns were true and correct and Seller does
          not know of any  contemplated  or proposed  additional  tax assessment
          against Seller or any of its subsidiaries in any material amount or of
          any basis therefor;

          (i) The provisions for taxes on Seller's and its  subsidiaries'  books
          are in accordance with GAAP;

          (j) At the  close  of any  Sale of  Conveyed  Property,  Seller  had a
          positive tangible net worth;

          (k) The principal executive office of Seller is located at the address
          described on the first page of this Agreement, and has been located at
          such address for a period of not less than four months  preceding  the
          date of this Agreement or since its formation;

          (l)  "Payments,  Inc." is the only legal name  under  which  Seller is
          operating its business upon the  execution of this  Agreement.  Seller
          has not changed its name in the last six years (or such shorter period
          of time during  which Seller was in  existence)  and does not have any
          other trade names,  fictitious names, assumed names or "doing business
          as" names  other  than those that have been  previously  disclosed  in
          writing to WPAC;

          (m)  The  transactions  contemplated  by  this  Agreement  are  in the
          ordinary  course of Seller's  business  and Seller has valid  business
          reasons  for  selling  the  related  Conveyed   Property  rather  than
          obtaining a secured loan with the Conveyed Property as collateral.  At
          the time of each Sale: (i) Seller Sold the related  Conveyed  Property
          to WPAC without any intent to hinder,  delay or defraud any current or
          future  creditor of Seller;  (ii) Seller was not  insolvent or did not
          become insolvent as a result of any Sale; (iii) Seller was not engaged
          and was not about to engage in any business or  transaction  for which
          any property remaining with Seller would constitute unreasonably small
          capital or for which the remaining  assets of Seller are  unreasonably
          small in relation to the business of Seller or the  transaction;  (iv)
          Seller did not  intend to incur,  and did not  believe  or  reasonably
          should  not have  believed,  that it would  incur,  debts  beyond  its
          ability to pay as they become due; and (v) the  consideration  paid by
          WPAC to Seller for the Conveyed  Property was  equivalent  to the fair
          market value of such Conveyed Property;

          (n) No Material Adverse Change has occurred since the previous Sale of
          Conveyed Property;

          (o) Each Sale of Conveyed Property  contemplated by this Agreement and
          any  related  documents  constitutes  a true  sale and not a pledge of
          collateral in connection  with a financing and such Conveyed  Property
          shall not be part of Seller's  property for any purpose under state or
          federal law;


<PAGE>



          (p) Each Sale of Conveyed  Property  (including all payments due or to
          become due  thereunder)  by Seller  pursuant to this  Agreement to the
          best of  Seller's  knowledge  is not subject to and will not result in
          any tax, fee or  governmental  charge payable by Seller or WPAC to any
          federal, state or local government;

          (q) The  consideration  to be received by Seller in exchange  for each
          Sale of Conveyed Property (including the right to receive all payments
          due or to become  due  thereunder)  (i) is fair  consideration  having
          value  equivalent  to or in  excess  of the fair  market  value of the
          Conveyed  Property  and,  except with respect to the Purchase  Premium
          (ii) is or will be paid in full to  Seller  upon the  consummation  of
          each  Sale  thereof,   and  (iii)  no  provision  exists  whereby  the
          consideration will be modified after the date of such Sale; and

          (r) Any drafts  provided by WPAC to Seller  shall be used  exclusively
          for the purchase of Eligible  Premium  Receivables in accordance  with
          the terms and  conditions  for use of such drafts that may be provided
          to Seller by WPAC from time to time.

     The foregoing  representations and warranties shall be continuing in nature
and shall survive the termination of this Agreement.

     Section 11.  Seller's  Representations  and Warranties  With Respect to the
Conveyed Property.  Upon each Sale of Conveyed Property, each Premium Receivable
Sold to WPAC shall have all of the following  characteristics  as of the date of
Sale  (such  Premium  Receivables  having all of such  characteristics  shall be
referred to herein as "Eligible Premium Receivables"):

          (a) Each Premium Receivable  represents the genuine,  legal, valid and
          binding  payment   obligation  in  writing  of  the  Obligor  thereon,
          enforceable by the holder thereof in accordance with its terms;

          (b) Each Premium  Receivable  arises under a Premium Finance Agreement
          which  contains  customary and  enforceable  provisions  such that the
          rights and remedies of the holder  thereof are adequate to enforce the
          Realization Provisions;

          (c) Each  Premium  Receivable  is not  subject to any  proceedings  or
          investigations  pending or  threatened,  before any court,  regulatory
          body,  administrative  agency  or other  governmental  instrumentality
          having  jurisdiction over Seller or its properties:  (i) asserting the
          invalidity  of such  Premium  Receivable;  (ii) seeking to prevent the
          enforcement  of  such  Premium   Receivable;   or  (iii)  seeking  any
          determination  or ruling that may  adversely  affect the payment on or
          enforceability of such Premium Receivable;

          (d) Each Premium  Receivable was originated in a state where Seller is
          licensed  (if  required to be licensed) to do business as an insurance
          premium finance company;



<PAGE>



          (e)  Each  Premium  Receivable  does  not  (and did not at the time of
          origination)  contravene  any federal,  state or local laws,  rules or
          regulations  applicable  thereto or contract  between  Seller and WPAC
          applicable  thereto,   and  no  party  to  any  such  contract  is  in
          contravention of any such law, rule or regulation;

          (f) Each Premium  Receivable  was  originated  in the United States of
          America by Seller or purchased by Seller from another  premium finance
          company in the  ordinary  course of  Seller's  business  of  financing
          insurance  premiums written through  independent  insurance agents and
          brokers or insurance companies  directly,  in either case, through the
          application of and consistent with Seller's  standard  procedures in a
          fashion not less  stringent  taken as a whole than those other Premium
          Receivables owned by Seller;

          (g) Each Premium  Receivable is payable in U.S.  Dollars by an Obligor
          who at time of policy  origination is located within the United States
          of America;

          (h)  Each  Premium  Receivable  is  evidenced  by  only  one  original
          contract,  in  the  form  of a  Premium  Finance  Agreement,  properly
          completed and executed without  variations,  with notation of the Sale
          to WPAC, on or before the Sale of such Premium Receivable;

          (i) Each  Premium  Receivable  provides,  according to its original or
          modified  terms,  that the amount payable  thereunder  will be paid in
          consecutive  equal monthly  payments that fully  amortize such Premium
          Receivable  by its  stated  terms and which  amount  will be paid in a
          maximum of nine (9) payments (if  financing an annual  policy),  and a
          maximum of four (4)  payments (if  financing a six-month  policy) with
          the first  payment due not later than 31 days  following the inception
          date of the related insurance policy;

          (j) Each Premium  Receivable  relates to an insurance policy issued by
          an Eligible Insurance Company;

          (k) Each Premium  Receivable  relates to an insurance policy for which
          the insured has paid a down  payment  amount of not less than the Down
          Payment Requirement;

          (1) Each  Premium  Receivable  is evidenced by proof of payment to the
          Issuing Insurance Company or its designated  general Agent equal to an
          amount not less than the  original  principal  amount of such  Premium
          Receivable and the related down payment due under the Premium  Finance
          Agreement  has been  paid in full by,  or on behalf  of,  the  related
          Obligor;

          (m) The  information  and  related  documents  regarding  the  Premium
          Receivables  being Sold to WPAC is true and  correct  in all  material
          respects  as of the  opening  of  business  on the date of Sale and no
          selection procedures reasonably believed to be


<PAGE>



          adverse  to  WPAC  have  been   utilized  in  selecting   the  Premium
          Receivables for sale to WPAC;

          (n) No Premium  Receivable or related  Premium  Finance  Agreement has
          been  satisfied,  cancelled  or is more  than 30 days  past  due or is
          subject to a right of rescission, setoff, counterclaim, subordination,
          recoupment  or defense  which has been  asserted  or  threatened  with
          respect to such Premium Receivable nor have the Realization Provisions
          securing such Premium  Receivable  been released from the Lien granted
          by the Obligor;

          (o) Except for  assignments  or pledges to lenders  who have  provided
          financing  to  Seller  and which  assignments  and  pledges  have been
          released  prior to the Sale of the  Premium  Receivables  to WPAC,  no
          Premium  Receivable  has been Sold or  pledged by Seller to any Person
          other than WPAC;  immediately  prior to any Sale  contemplated by this
          Agreement Seller had good title to the Premium Receivable sold to WPAC
          free and  clear of all  Liens  and,  immediately  upon any Sale of the
          Premium Receivables contemplated by this Agreement WPAC will have good
          title to the  Premium  Receivables  Sold to WPAC free and clear of all
          Liens;

          (p) No  Premium  Receivable  has terms  which  have been  extended  or
          modified  other than  through  Allowable  Endorsement  Additions,  the
          originals of which have been included in the Premium Finance Agreement
          loan documents delivered to WPAC;

          (q) No  Premium  Receivable  has any Liens or claims  which  have been
          filed  or  claims  that  would  be  Liens  prior  to or  equal  to the
          Realization Provisions granted by the Obligor pursuant to such Premium
          Receivable;

          (r) At the time of Sale of any  Premium  Receivable  which  finances a
          commercial line insurance policy,  to the best of Seller's  knowledge,
          the Obligor with respect to such Premium  Receivable is not subject to
          any bankruptcy or insolvency proceeding;

          (s) No Premium  Receivable  relates to an  insurance  policy  which is
          deemed fully earned in the case of a claim;

          (t) No Premium  Receivable has been originated by a Prohibited  Agent;
          and

          (u) No Premium  Receivable  has been  originated in, nor is subject to
          the laws of, any  jurisdiction  under  which the Sale of such  Premium
          Receivable would be unlawful, void or voidable.

          (v) If the total  Capital  Equity  of the DCAP  Group  (calculated  in
          accordance with generally accepted accounting  principals) falls below
          $4,000,000,  Flatiron  will  require a Fidelity  Bond in the amount of
          $500,000 to be obtained by Payments, Inc. for the benefit of Flatiron.


<PAGE>



     The foregoing and any additional representations,  warranties and covenants
contained in this Agreement  shall be continuing in nature and shall survive the
termination of this Agreement.

     Section  12.  Additional  Covenants  of  Seller.  During  the  Term of this
Agreement,

          (a)  Seller  shall  cause  all  Uniform  Commercial  Code  termination
          statements,  or releases, as the case may be, with respect to Liens on
          the Conveyed  Property to be filed on the date of Sale of the Conveyed
          Property.

          (b)  Seller  shall  cause  all  Uniform   Commercial   Code  financing
          statements,   continuation   statements   and  any  other   documents,
          reasonably  requested  by WPAC,  establishing  the  right,  title  and
          interest of WPAC, to and under the Conveyed  Property,  to be promptly
          executed and filed by Seller.

          (c) At least thirty (30) days prior to Seller making any change in its
          name,  identity  or  organizational  structure  which  would  make any
          termination  statement,  financing statement or continuation statement
          filed by WPAC or Seller  seriously  misleading  within the  applicable
          provisions of the Uniform Commercial Code or any title statute, Seller
          shall give WPAC notice of any such  change and shall  execute and file
          such  financing  statements  or  amendments  as  may be  necessary  or
          reasonably  required  by  WPAC  to  continue  the  perfection  of  the
          respective interests of WPAC in the Conveyed Property.

          (d) Except  for the Sale to WPAC of the  Conveyed  Property  and Liens
          granted or caused by WPAC in such Conveyed Property,  Seller shall not
          Sell to any other Person, or grant,  incur,  assume or suffer to exist
          any Lien on such  Conveyed  Property or on any interest  therein,  and
          Seller shall  defend the right,  title and interest of WPAC in, to and
          under such  Conveyed  Property  against  all  claims of third  parties
          claiming through or under Seller.

          (e) Seller shall not impair  WPAC's  right,  title and interest in, to
          and under any of the Conveyed Property.

          (f)  Seller  shall  maintain  Tangible  Net Worth of not less than the
          amount set forth in Schedule A attached hereto.

          (g) Seller shall furnish to Flatiron and WPAC:

               (i) upon written request after the end of each of the first three
               fiscal  quarters  of Seller  (commencing  with the  first  fiscal
               quarter ending after the date hereof) an unaudited  balance sheet
               and income  statement  (prepared in accordance  with GAAP without
               accompanying notes) for Seller and its subsidiaries  covering the
               preceding  quarter,  in each case  certified by the  president or
               principal  financial  officer of Seller to be true,  accurate and
               complete copies of such financial statements;


<PAGE>



               (ii) on the earlier of (A) ninety (90) days after the end of each
               fiscal year of Seller  beginning  at the end of the first  fiscal
               year after the date  hereof or (B) if  financial  statements  are
               prepared by an Independent Public  Accountant,  fifteen (15) days
               after delivery by an  Independent  Public  Accountant,  a balance
               sheet and income statement (prepared in accordance with GAAP) for
               Seller and its  subsidiaries  covering the preceding fiscal year,
               in each case  certified by the  president or principal  financial
               officer of Seller to be true,  accurate  and  complete  copies of
               such financial statements;

               (iii)  such  other   information   respecting  the  condition  or
               operations,  financial  or  otherwise,  of  Seller,  any  of  its
               subsidiaries  and any  Guarantor  as WPAC may  from  time to time
               reasonably request; and

               (iv)  prompt  notice to WPAC but in no event  more than three (3)
               Business Days following) of any Material Adverse Change.

          (h) Seller shall provide  prompt  written  notice to Flatiron and WPAC
          if:

               (i) Seller  ceases to be managed and  controlled by the Person or
               Persons  who  manage  and  control  Seller as of the date of this
               Agreement;

               (ii) any such Person which is a corporation,  partnership,  trust
               or other entity is dissolved or liquidated or merged with or into
               any  other  Person  or for any  period of more than ten (10) days
               ceases to exist in its  present  form and (where  applicable)  in
               good  standing  and  duly   qualified   under  the  laws  of  the
               jurisdiction   of  its   incorporation   or  formation   and  any
               jurisdiction in which such standing or qualification is necessary
               or advisable in connection with the conduct of business; or

               (iii) Seller commences a sale of all or substantially  all of its
               assets,  except for the Sale of  Conveyed  Property  by Seller to
               WPAC under this Agreement and any related documents.

          (i) Seller shall not dissolve or liquidate in whole or in part.

          (j)  Seller  shall  not  voluntarily   institute  any  proceedings  to
          adjudicate  WPAC  or any  of its  Affiliates  bankrupt  or  insolvent,
          consent to the  institution  of bankruptcy  or insolvency  proceedings
          against  WPAC or any of its  Affiliates,  file a  petition  seeking or
          consenting to reorganization or relief under any applicable federal or
          state law  relating to  bankruptcy,  consent to the  appointment  of a
          receiver,  liquidator,   assignee,  trustee,  sequestrator  (or  other
          similar  official) of WPAC or any of its  Affiliates  or a substantial
          part of its or their  property or admit its or their  inability to pay
          its or their debts  generally as they become due or  authorize  any of
          the  foregoing  to be done or  taken on  behalf  of WPAC or any of its
          Affiliates,


<PAGE>



          (k) Seller shall maintain at its own expense,  a blanket fidelity bond
          or an errors and omissions  insurance  policy, in form and content and
          in amounts  acceptable to WPAC and naming WPAC as an  additional  loss
          payee or beneficiary thereunder.

     Section 13.  Taxes.  Seller shall pay when due all present and future taxes
and  property  taxes  levied by or  required to be paid to any  governmental  or
quasi-governmental  authority and pertaining to Seller, its business operations,
its assets or the Conveyed Property (except for WPAC's income taxes) and provide
WPAC with written proof of such payment upon written request of Flatiron.

     Section 14. Further  Assurances and Substituted  Performance.  Seller shall
take or cause any third party to take any actions and execute or cause any third
party to execute  any  additional  documents  (including,  but not  limited  to,
Uniform  Commercial Code filings)  reasonably  deemed  necessary or desirable by
WPAC to carry out the  intent or  purposes  of this  Agreement  and any  related
documents.  WPAC shall be  entitled,  but not  required,  to take any action and
execute any  document  that was  required  to be, but not,  taken or executed by
Seller under this  Agreement  and any related  documents.  This power is coupled
with an interest and is  irrevocable.  Upon demand,  Seller shall reimburse WPAC
for any amounts,  attorneys' fees, expenses and costs paid by WPAC in connection
with such actions.  No action taken by WPAC shall be deemed to relieve  Seller's
obligation to take such action or cure Seller's default under this Agreement.

     Section 15.  Indemnification.  Seller shall indemnify and hold WPAC and its
Affiliates harmless from all claims,  defenses,  offsets,  counterclaims,  loss,
costs, damages, liabilities, causes of action, actions and suits (including, but
not limited to,  attorneys' fees,  expenses and costs) arising from (i) Seller's
breach of any  representation,  warranty or covenant contained in this Agreement
or any related  documents,  (ii) the unauthorized use of drafts provided by WPAC
to Seller for the funding of Premium Finance Agreements, or (iii) the failure of
the Premium  Receivables  Sold hereunder to be originated in compliance with all
requirements  of law.  These  indemnity  provisions are in addition to any other
obligations  that the Seller may otherwise  have hereunder and shall survive the
termination of this Agreement.

     Section 16. Default.  Seller shall be deemed in default (a "Default") under
this Agreement upon the occurrence of any one or more of the following:

          (a)  Seller  fails  to pay any  indebtedness,  fails  to  perform  any
          obligation,  or  breaches  any  covenant,  representation  or warranty
          (other than a breach of any  representation  or warranty under Section
          11 of this Agreement) to WPAC under this Agreement  and/or any related
          documents and any other present or future agreement with WPAC;

          (b) Seller  breaches  any  representation  or warranty by Seller under
          Section 11 of this  Agreement  pertaining  to  Conveyed  Property  and
          Seller fails to  repurchase  such  Conveyed  Property  within five (5)
          Business  Days from the date of written  notification  by WPAC of such
          breach in  accordance  with the terms and  conditions  of Section 6 of
          this Agreement;


<PAGE>



          (c) Seller permits the entry or service of any garnishment,  judgment,
          tax levy, attachment or lien against it or any of its property and not
          remedied within ten (10) days;

          (d) Seller or any  Guarantor  becomes  insolvent  or unable to pay its
          debts in a timely manner for at least ten (10) calendar days;

          (e) Seller or any Guarantor makes a general assignment for the benefit
          of its  creditors,  a receiver  or trustee is  appointed  for all or a
          substantial portion of Seller's or Guarantor's respective assets, or a
          bankruptcy,  insolvency,  liquidation or reorganization  proceeding is
          commenced  by or against  Seller or  Guarantor in any state or federal
          court;

          (f) Seller  challenges  the  validity  of the true Sale of the Premium
          Receivables  hereunder or the priority,  validity or enforceability of
          any ownership  interest granted by Seller in the Conveyed  Property to
          WPAC;

          (g)  Seller  ceases  to  operate  its  business,  or is  dissolved  or
          terminated for any reason;

          (h)  Any  Guarantor  dies  or  any  Guarantor  fails  to  perform  any
          obligation to WPAC under this  Agreement or challenges the validity of
          its guaranty  provision of this Agreement or provides WPAC with notice
          of its intent to terminate any guaranty provision of this Agreement to
          WPAC or its future obligations under such guaranty  provisions for any
          reason; or

          (i) WPAC, in good faith,  believes  that  Seller's or any  Guarantor's
          ability to pay and perform any of the  obligations  described  in this
          Agreement  or  any  related  documents  is or  shall  be  impaired  or
          otherwise deems itself reasonably insecure for any reason and provides
          ten (10) day prior written notice thereof to Seller.

          (j) An event of default by the Servicer not cured within the permitted
          remedy  period  as  stated  under  the  provisions  of  the  Servicing
          Agreement.

     Section  17.  Remedies.  In  the  event  of  Seller's  default  under  this
Agreement,  WPAC may exercise one or more of the following  cumulative  remedies
without notice or demand of any kind:

          (a) terminate  immediately any of its remaining obligations under this
          Agreement;

          (b) collect  all amounts due from Seller to WPAC under this  Agreement
          or any other agreement,  together with interest thereon at the Default
          Rate until paid, with or without resorting to legal process;


<PAGE>



          (c) change  Seller's  mailing  address  as it relates to the  Conveyed
          Properly only,  open Seller's mail,  endorse  Seller's name on checks,
          bills of exchange, notes,  acceptances,  money orders, drafts or other
          documents  or forms of payment and retain any proceeds of the Conveyed
          Property;

          (d) terminate any Servicing Agreement or lock box agreement pertaining
          to the  Conveyed  Property  and  change  such  servicers  and lock box
          arrangements;

          (e) notify Obligors to make payment on Premium  Receivables Sold under
          this Agreement directly to WPAC or its designee;

          (f) enter Seller or any  Affiliate's  premises  during normal business
          hours and not less  than 24 hours  notice  to take  possession  of any
          Conveyed Property;

          (g) require Seller,  at its expense,  to deliver and make available to
          WPAC  any  Conveyed  Property  Sold  to  WPAC  at a  place  reasonably
          convenient to WPAC;

          (h)  commence a suit for the  turnover  or  replevin  of the  Conveyed
          Property;

          (i) collect,  compromise,  settle,  sell or  otherwise  dispose of any
          Conveyed Property that Seller was required to, but did not, repurchase
          from WPAC;

          (j) set-off  Seller's and any  Guarantor's  obligations  owing to WPAC
          under this  Agreement any other  written  agreement or by operation of
          law  against  any  amounts  owed by WPAC to such  Persons  under  this
          Agreement or any related documents,  respectively,  including, but not
          limited  to,  moneys,  instruments  and other  property  deposited  or
          maintained with WPAC or any third party for the benefit of WPAC; and

          (k)  exercise  all  other  rights  available  to WPAC  under any other
          present or future agreement or applicable law.

     WPAC 's rights and remedies are cumulative  and may be exercised  together,
separately and in any order.

     Section  18.  Waiver.  No party  hereto  shall be deemed to have waived any
right or remedy described in this Agreement unless either party has executed and
delivered to the other party a written  waiver  thereof.  A waiver of a right or
remedy on one  occasion  shall not act as a waiver of that or any other right or
remedy on a future  occasion.  Without  limiting the  foregoing,  either party's
delay in exercising any right or remedy shall not constitute a waiver of that or
any other right or remedy described in this Agreement.

     Section  19.  Counterparts/Facsimiles.  This  Agreement  may be executed by
facsimile  signature and in one or more  counterparts,  each of which when taken
together shall constitute one complete Agreement.


<PAGE>



     Section  20.  Essence  of Time.  Seller  and WPAC agree that time is of the
essence.

     Section 21. Assignment. WPAC shall be entitled to assign or grant a Lien on
its interests  hereunder,  and the  obligations,  rights and remedies under this
Agreement to any Person in its sole discretion.  Such Persons shall be deemed to
be third  party  beneficiaries  hereunder  and shall be  entitled to rely on the
provisions  hereof for the benefit of WPAC including,  without  limitation,  the
indemnification provisions of Section 15. Any assignee or designee of WPAC shall
be entitled to enforce the provisions of this Agreement  against Seller.  Seller
shall  not be  entitled  to assign or grant a  security  interest  in any of its
obligations,  rights or remedies  under this Agreement to any Person without the
prior written consent of WPAC, or its assignees or designees,  which consent may
be withheld in the sole  discretion  of WPAC.  No person shall be deemed a third
party beneficiary of Seller.

     Section 22.  Standard  of Care.  WPAC shall not be liable to Seller for any
action  taken  or not  taken  by WPAC in good  faith  in  connection  with  this
Agreement.  WPAC shall not be deemed a  fiduciary  of Seller or be  required  to
perform  any of  Seller's  obligations  to WPAC or any  third  party  under  any
circumstances.

     Section 23. Costs and Expenses/Attorneys Fees.

          (a)  Seller  shall  pay  all  costs  and  expenses   incident  to  the
          performance of its obligations under this Agreement;

          (b) Seller shall pay on demand WPAC's  reasonable  attorneys' fees and
          other costs and expenses incurred before tria1, at trial and on appeal
          in the enforcement (whether through negotiations, legal proceedings or
          otherwise) of this Agreement, including without limitation, all costs,
          expenses and attorneys  fees  incurred by WPAC in connection  with any
          bankruptcy or insolvency proceeding involving the Seller.

     Section  24.   Notices.   All   notices,   requests,   consents  and  other
communications  hereunder shall be in writing and shall be delivered  personally
or mailed by first-class  registered and certified  mail,  postage prepaid or by
telephonic  facsimile  transmission,   electronic  mail  or  overnight  delivery
service,  postage  prepaid,  to the parties at the  following  addresses or such
other  addresses  that they may provide each other with written notice of in the
future:

If to Seller:                       Payments, Inc.
                                    2545 Hempstead Turnpike
                                    East Meadows, NY 11554
                                    Attn:   Abe Weinzimer
                                    Facsimile:       (516) 735-2900

If to WPAC, Inc.:                   600 Seventeenth Street, Suite 1900S
                                    Denver, Colorado 80202
                                    Attn:   President
                                    Facsimile:       (303) 571-1811


<PAGE>




Such notices shall be effective  upon the earlier of (i) receipt or (ii) two (2)
Business Days after the confirmed delivery by overnight delivery service.

     Section 25. Successors and Assigns. Except as provided in Section 21 hereof
limiting assignments by Seller, this Agreement shall inure to the benefit of and
be binding upon the successors, assigns, trustees, receivers, heirs and personal
representatives of the parties hereto.

     Section 26. Severability. Any part, provision,  agreement,  representation,
warranty or covenant of this Agreement which is prohibited or  unenforceable  or
is held  to be  void or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such provision in any other  jurisdiction.  To the extent
permitted  by  applicable  law,  the parties  waive any  provision  of law which
prohibits  or  renders  void  or  unenforceable  any  provision  hereof.  If the
invalidity  of any  part,  provision,  agreement,  representation,  warranty  or
covenant  of this  Agreement  shall  deprive any party of the  economic  benefit
intended to be conferred by this Agreement,  the parties shall negotiate in good
faith to  develop  a  structure  the  economic  effect  of which is as nearly as
possible  the  same as the  economic  effect  of the  transactions  contemplated
hereunder without regard to such invalidity.

     Section 27. Force Majeure. Neither party shall be liable for damages due to
delay or failure to perform any obligation under this Agreement if such delay or
failure results directly or indirectly from circumstances  beyond the control of
such party. Such circumstances shall include,  but shall not be limited to, acts
of God, acts of war, civil commotions,  riots,  strikes,  lockouts,  acts of the
government, disruption of telecommunications transmissions accident, fire, water
damages, flood, earthquake or other natural catastrophes.

     Section 28.  Governing Law. THIS AGREEMENT AND ANY RELATED  DOCUMENTS SHALL
BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE  SUBSTANTIVE  LAWS OF THE
STATE OF COLORADO WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.

     Section 29. Jurisdiction and Waiver of Certain Damages.  THE PARTIES HERETO
HEREBY  IRREVOCABLY  SUBMIT TO THE EXCLUSIVE  JURISDICTION  OF THE COURTS OF THE
STATE OF COLORADO AND THE UNITED STATES DISTRICT COURT OF COLORADO IN ANY ACTION
OR  PROCEEDING  ARISING  OUT OF OR RELATING  TO THIS  AGREEMENT  AND THE PARTIES
HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND  DETERMINED  IN SUCH  COURTS.  THE PARTIES  HEREBY  IRREVOCABLY
WAIVE,  TO THE  FULLEST  EXTENT IT MAY  EFFECTIVELY  DO SO,  THE  DEFENSE  OF AN
INCONVENIENT  FORUM  TO  THE  MAINTENANCE  OF  SUCH  ACTION  OR  PROCEEDING  AND
IRREVOCABLY  CONSENT TO THE SERVICE OF ANY SUMMONS AND  COMPLAINT  AND ANY OTHER
PROCESS  BY THE  MAILING OF COPIES OF SUCH  PROCESS TO THEM AT THEIR  RESPECTIVE
ADDRESSES AS SPECIFIED IN THIS AGREEMENT. THE PARTIES HEREBY


<PAGE>



AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED  IN OTHER  JURISDICTIONS  BY SUIT ON THE  JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
WPAC TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE
ENFORCEMENT OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY
ACTION UNDER THIS  AGREEMENT TO ENFORCE SAME IN ANY OTHER  APPROPRIATE  FORUM OR
JURISDICTION.  NOTWITHSTANDING  ANYTHING  CONTAINED  IN  THIS  AGREEMENT  TO THE
CONTRARY,  NO  CLAIM  MAY BE  MADE  BY THE  SELLER  AGAINST  WPAC  OR ANY OF ITS
AFFILIATES  FOR ANY LOST  PROFITS,  OR ANY  SPECIAL,  INDIRECT OR  CONSEQUENTIAL
DAMAGES IN  RESPECT  TO ANY  BREACH OR  WRONGFUL  CONDUCT  (OTHER  THAN  WILLFUL
MISCONDUCT  CONSTITUTING  FRAUD)  ARISING  OUT OF OR IN ANY WAY  RELATED  TO THE
TRANSACTIONS CONTEMPLATED HEREUNDER.

     Section 30.  Entire  Agreement.  This  Agreement  (including  any Servicing
Agreement  between  Seller  and WPAC )  contains  the  complete  and  integrated
understanding and agreement between the parties and their respective  Affiliates
pertaining to the subject matter hereof, and all other prior and contemporaneous
discussions,  negotiations,  agreements and proposal  letters,  written or oral,
express or implied shall be of no force and effect.

     Section 31. Waiver of Jury Trial.  EACH OF THE PARTIES  HEREBY  IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     IN WITNESS WHEREOF, the undersigned duly authorized officers of the parties
have executed this Agreement as of the day first stated above.

                                               PAYMENTS, INC.

                                                By: /s/ Abraham W. Weinzimer
                                                    -------------------------
                                                    Abraham W. Weinzimer

                                                    Title:   Vice President

                                                FLATIRON CREDIT COMPANY, INC.

                                                By: /s/ Bruce I. Lundy
                                                    -------------------------
                                                      Name:  Bruce I. Lundy
                                                      Title:    President


<PAGE>



                                                 WESTCHESTER PREMIUM
                                                 ACCEPTANCE CORP.

                                                 By:
                                                 Name:
                                                 Title:


AGREED TO WITH RESPECT TO SECTION 6(b):

DCAP GROUP, INC.

By:  /s/ Morton L. Certilman

Name:  Morton L. Certilman
Title:    Chairman


<PAGE>



PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


     IN WITNESS WHEREOF, the undersigned duly authorized officers of the parties
have executed this Agreement as of the day first stated above.

                                                   PAYMENTS, INC.

                                                   By:________________________
                                                   Name:______________________
                                                   Title: ____________________


                                                   FLATIRON CREDIT COMPANY, INC.

                                                   By /s/ Bruce I. Lundy
                                                      ---------------------
                                                   Name: Bruce I. Lundy
                                                   Title: President

                                                    WESTCHESTER PREMIUM
                                                    ACCEPTANCE CORP.

                                                    By /s/ Shelby A. Najvar
                                                       -----------------------

                                                    Name:    SHELBY A. NAJVAR
                                                             ----------------
                                                    Title:   VICE PRESIDENT

AGREED TO WITH RESPECT TO SECTION 6(b):

-----------------------------
Kevin S. Lang

-----------------------------
Abraham W. Weinzimer


<PAGE>



                                   SCHEDULE A

     This  Schedule  A  forms  a  part  of the  Sale  and  Assignment  Agreement
("Agreement") to which it is attached and is incorporated therein.

     Section  A-1.  Definitions.   The  following  definitions  shall  have  the
following meanings:

     "Agent  Statement  Unpaid Balance  Trigger"  shall mean an Agent  Statement
Unpaid  Balance in excess of $100 that remains  unpaid by the Agent for a period
in excess of 90 days.

     "Down Payment Requirement" means (i) twelve and one-half percent (12.5%) in
the case of a twelve  (12) month  Premium  Finance  Agreement  policy,  and (ii)
twenty-five  percent (25%) in the case of a six month Premium Finance  Agreement
policy.

     "Effective  Date" means the Effective Date of this Agreement which shall be
____________________ 1999.

     "Guarantor" means,  collectively,  DCAP Group, Inc., a Delaware corporation
whose  headquarters are located at 2545 Hempstead  Turnpike,  East Meadows,  New
York, New York 11554.

     "Loss Ratio Trigger" shall be one percent (1.0%).

     "Maximum Purchase Commitment" shall be $3,000,000.

     "Purchase  Premium" The Purchase  Premium  shall be equal to the  following
amount:

         (a) for Premium Finance Agreements  re1ating to the financing of annual
         automobile insurance policies, the Purchase Premium shall be payable as
         follows:

         Down Payment Level                                   Base Amount Paid
         ------------------                                   ----------------
           15% and higher                                           $20.00
           12.50% - 14.99%                                          $20.00*
          Less than 12.50%                                            -0-

                  *        For a  down-payment  level of 12.50% - 14.99%,  it is
                           agreed that at the sixty (6th)  month  following  the
                           Closing,  Flatiron  will analyze the  performance  of
                           such  contracts  and if  unsatisfactory  to Flatiron,
                           then Flatiron and Seller shall mutually agree on such
                           other Base Amount. If agreement is not reached,  then
                           Flatiron  may notify  Seller  that  beginning  on the
                           225th day following the Closing, WPAC will pay $10.00
                           for Eligible Contracts with a down payment falling in
                           the 12.50% to 14.99% range.

                  No Purchase Premium will be due or paid for Contracts relating
                  to (i) Additional  Premium  financing on an existing  financed
                  insured (ii) Amounts Financed less than


<PAGE>



                  $500,  or  (iii)  for  any  insured  who  is  financed  within
                  forty-five (45) days of a prior "no-pay"  cancellation of that
                  insured.

      For Prior Month Walk-In                        Reduction to Per Contract
             Percentage                                     Origination Fee
               0-12.5%                                           -0-
             12.5%-25.0%                                       ($5.00)
           25.1% and higher                                   ($10.00)

         This  calculation will not start until 60 days after the closing of the
         transaction.  The adjustment to the contract price, if applicable, will
         be  calculated  every 30 days  thereafter  and  apply to the  following
         month's origination.

          (b) for 6-month Premium Finance  Agreements  relating to the financing
          of automobile insurance, the Purchase Premium shall be $10.00.

     "Repurchase  Price"  means the sum of (a) the  lesser  of (i) the  Up-front
Purchase  Price  paid to Seller  by FPF for the  Premium  Receivables  and other
related  Conveyed  Property or (ii) the amount owing by the Obligors at the time
of repurchase under the applicable Premium Finance  Agreement(s) with respect to
the  Repurchase  Property,  plus (b) interest due under the Premium  Receivables
from the date that FPF advanced funds to purchase the Premium  Receivables  less
interest  payments  received  by FPF on the Premium  Receivables  to the date of
payment by Seller of the Repurchase Price, plus (c) the Purchase Premium paid to
Seller, if any.

     "Tangible  Net Worth"  shall not be the  greater of $25,000 or the  minimum
amount required by the New York Department of Banking.

     "Term" means the Term of this  Agreement  commencing on the Effective  Date
and, if not earlier  terminated as provided in this  Agreement,  terminating  on
September 1, 2002.

     "Up-front Purchase Price" shall mean 100% of the Amount Financed.

     Section A-2.  Additional  Provision.  The following  Additional  Provisions
shall be a part of this Agreement.



<PAGE>


                                   Schedule B

                              Concentration Limits

Each Eligible Insurance Company shall be subject to the following  concentration
test limits:

A.    For Eligible Insurance Companies admitted and covered by a state guaranty
      association acceptable to WPAC, the following allocations shall apply:


        Insurance Company's                  Maximum % of Eligible
                A.M.                         Contracts Outstanding
             Best Rating                          per Carrier

           "A-" or better                            no limit
            "B++" or "B+"                             25.0%
             "B" or "B-"                              17.5%
             all others*                              5.00%

               *Note:  Under "All others" above,  "C", "D", "E", "F", "N/F", "S"
               are not eligible.

B.  For companies not covered by a state guaranty association acceptable to
    Flatiron,  no more than 15% of the Contracts outstanding may be written
    by such insurance  companies and the following per company  allocations
    shall apply:

        Insurance Company's                  Maximum % of Eligible
                A.M.                          Contracts Outstanding
             Best Rating                           per Carrier

           "A-" or better                             7.5%
            "B++" or "B+"                             5.0%

WPAC shall  provide  notice to Seller when any insurance  company  concentration
levels are nearing or exceed the above criteria.


<PAGE>