Exhibit 4.3


                                   EXHIBIT B

                              AMENDED AND RESTATED
                               SECURITY AGREEMENT

         THIS AMENDED AND RESTATED SECURITY  AGREEMENT,  dated as of the 9th day
of  August,  2006 (the  "Security  Agreement"),  is made by and  among  Affinity
Technology Group, Inc., a Delaware corporation (the "Company"), whose address is
8807-A Two Notch Road, Columbia, South Carolina 29233, and each of the investors
identified  on Schedule 1 attached  hereto as it may  hereafter  be amended from
time to time (collectively, the "Purchasers").

         WHEREAS,  the Company  has entered  into a  Convertible  Note  Purchase
Agreement,  dated as of June 3, 2002,  as amended (the  "Original  Note Purchase
Agreement"),  by and among the  Company and the  investors  named  therein  (the
"Original  Investors"),  pursuant  to which the  Company  has issued and sold an
aggregate of $1,575,336  principal  amount of its 8%  convertible  secured notes
(the "Old Notes"),  including Old Notes with a principal amount of $536,336 that
have been converted into shares of the common stock, par value $.0001 per share,
of the Company; and

         WHEREAS,  the obligations  under the Old Notes issued from time to time
under the Original Note Purchase Agreement are secured by a security interest in
the Company's equity interest in decisioning.com,  Inc., a Delaware  corporation
and wholly-owned subsidiary of the Company ("decisioning.com"),  pursuant to the
Security  Agreement,  dated as of June 3,  2002,  between  the  Company  and the
Original Investors (the "Original Security Agreement"); and

         WHEREAS,  the Company and the  Purchasers  have entered into an Amended
and Restated  Convertible Note Purchase  Agreement,  dated as of the date hereof
(the "Note  Purchase  Agreement"),  pursuant  to which:  (i) the  Original  Note
Purchase  Agreement was amended and restated in its  entirety;  (ii) the Company
amended the Old Notes by issuing to the Original  Investors  new 8%  convertible
secured  notes (the "Notes") due in August 8, 2008 in exchange for the Old Notes
(including all interest accrued  thereon);  and (iii) the Company was authorized
to issue Notes having an aggregate principal amount of $5,000,000 (including the
Notes issued to the Original Investors in exchange for the Old Notes); and

         WHEREAS,  in connection with the Note Purchase  Agreement,  the Company
and the Purchasers  desire to enter into this Agreement to amend and restate the
Original Security Agreement in its entirety and to evidence that the Company has
granted to the  Purchasers  a security  interest in the  Collateral  (as defined
below);

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the Company and the  Purchasers
hereby agree for themselves and their successors and assigns as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 For purposes of this Security  Agreement,  in addition to the terms
defined elsewhere herein,  the following terms shall have the meanings set forth
below:

         "Collateral"  shall mean,  collectively,  the Company's interest in all
issued and  outstanding  shares (the "Shares") of common stock,  par value $.001
per share, of  decisioning.com,  Inc., a Delaware  corporation and  wholly-owned
subsidiary   of  the  Company  (the   "Subsidiary"),   together   with  all  (a)
certificates,   instruments  and  entries  upon  the  books  of  the  Subsidiary
evidencing  the   foregoing,   (b)  rights  to  receive   interest,   dividends,
distributions,  returns of capital  and other  amounts in respect  thereof,  (c)
additional stock, warrants,  options,  securities,  interests and other property
from time to time paid or payable or distributed and/or distributable in respect
thereof,  and (d) all  proceeds of any of the  foregoing.  For  purposes of this
Security  Agreement,  the term  "proceeds"  shall  mean and  include  all  cash,
securities  and other  property of any nature  received or  receivable  upon the
sale,   exchange  or  other   disposition  of  any  Collateral,   together  with
distributions  in  respect  of  any  Collateral,   including   pursuant  to  any
liquidation, reorganization or similar proceeding with respect to the Company or
the Subsidiary.

                                       2
<PAGE>

         "Collateral Agent" shall mean John Haas, a resident of Columbia,  South
Carolina, and a Purchaser under the Note Purchase Agreement.

         "Event of  Default"  shall have the  meaning  given to such term in the
Notes.

         "Obligations"   shall  mean  the  Company's   indebtedness   and  other
obligations  under  the Notes  issued  from  time to time  pursuant  to the Note
Purchase Agreement.

         1.2 All terms in this Security Agreement that are not capitalized shall
have the meanings  provided by the Uniform  Commercial Code of South Carolina to
the extent the same are used or defined therein.

                                   ARTICLE II

                          CREATION OF SECURITY INTEREST

         2.1  To  secure  the  prompt  payment  and  other  performance  of  the
Obligations  under the Notes as issued from time to time under the Note Purchase
Agreement,  the Company  hereby  grants,  pledges,  assigns and  delivers to the
Collateral Agent, for the ratable benefit of the Purchasers, a security interest
in the Collateral.

         2.2 The Company  shall  execute and  deliver to the  Collateral  Agent,
concurrent with the execution of this Security  Agreement,  (a) all certificates
evidencing  the  Collateral,  together with the  endorsement  of the Company and
undated stock powers or other  necessary  instruments of transfer or assignment,
duly executed in blank,  (b) all related UCC financing  statements,  and (c) all
other  documents  or  instruments  as may,  from  time to  time,  be  reasonably
necessary to fully carry out the intent of this  Security  Agreement in order to
perfect and  maintain the security  interest  and lien created  hereunder,  as a
legal, valid, and binding security interest and lien upon the Collateral.

         2.3 The Company does hereby  irrevocably  make,  constitute and appoint
the Collateral  Agent as the true and lawful  attorney of the Company with power
to, upon the occurrence and during the continuance of an Event of Default,  take
or bring at the  Company's  cost,  in the  Company's  name or in the name of the
Purchasers,  all steps, actions and suits deemed by the Collateral Agent and the
Purchasers  to  be  necessary  or  desirable  to  effect   foreclosure  on,  and
collections of, the Collateral.  This power, being coupled with an interest,  is
irrevocable so long as any of the Obligations remain unpaid.

         2.4 Neither the Purchasers or the Collateral Agent nor their respective
attorneys will be liable for any act or omission or for any error of judgment or
mistake of fact unless  such act,  omission,  error or mistake  shall occur as a
result of the willful misconduct of such persons.

                                   ARTICLE III

                         APPOINTMENT OF COLLATERAL AGENT

         3.1 Without in any way limiting the rights of the Purchasers  hereunder
or otherwise,  the Purchasers  hereby  appoint the Collateral  Agent to hold the
Collateral  and any and  all  certificates  evidencing  the  Collateral  for the
ratable benefit of all Purchasers hereunder. The Collateral Agent hereby accepts
such appointment and agrees to hold the Collateral and such certificates for the
ratable benefit of all Purchasers.

                                       3
<PAGE>



                                   ARTICLE IV

                         PRIORITY OF SECURITY INTERESTS

         4.1 The Company  represents  and  warrants  that as to those assets for
which  perfection  may be  accomplished  by filing  under the UCC,  the security
interests  granted  to the  Collateral  Agent  for the  ratable  benefit  of the
Purchasers hereunder, when properly perfected by filing, shall constitute at all
times a valid and perfected  security interest in and upon the Collateral vested
in the Collateral  Agent for the ratable benefit of the Purchasers.  The Company
further  warrants and represents  that the security  interests in the Collateral
granted hereunder are not and hereinafter shall not become subordinate or junior
to any other security interests, liens or claims in the Collateral.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

         5.1  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  the Company  may, in any lawful  manner not  inconsistent  with the
provisions of this Security  Agreement  and the Note  Purchase  Agreement,  use,
control and manage the Collateral in the operation of its business,  and receive
and use the income,  revenue  and profits  arising  therefrom  and the  proceeds
thereof,  in the  same  manner  and with the  same  effect  as if this  Security
Agreement had not been made; provided, however, that without the written consent
of the Purchasers holding at least a majority of the aggregate principal balance
of all Notes then  outstanding,  the Company will not sell,  assign or otherwise
dispose of,  grant any option with respect to, or  mortgage,  pledge,  grant any
lien with respect to or otherwise encumber any of the Collateral or any interest
therein,  except for the security  interest  created in favor of the  Collateral
Agent hereunder and except as may be otherwise expressly permitted in accordance
with the terms of this Security Agreement and the Note Purchase Agreement.

         5.2  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  the  Company  shall be  entitled  to  exercise  all  voting  rights
pertaining to the Shares, and for that purpose the Collateral Agent will execute
and  deliver or cause to be  executed  and  delivered  to the  Company  all such
proxies and other  instruments as the Company may reasonably  request in writing
to enable the Company to exercise such voting rights;  provided,  however,  that
the Company will not cast any vote, give any consent, waiver or ratification, or
take or fail to take any action in any manner that would, or could reasonably be
expected to, violate or be  inconsistent  with any of the terms of this Security
Agreement or the Note  Purchase  Agreement,  or have the effect of impairing the
position or interests of the Collateral Agent or any Purchaser.

         5.3  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing  (or  would  occur as a  result  thereof),  and  except  as  provided
otherwise  herein,  all interest,  income,  dividends,  distributions  and other
amounts  payable in cash in respect of the Shares may be paid to and retained by
the Company;  provided,  however,  that all such  interest,  income,  dividends,
distributions  and other amounts  shall,  at all times after the  occurrence and
during the continuance of an Event of Default,  be paid to the Collateral  Agent
for the ratable  benefit of all the Purchasers and retained by it as part of the
Collateral. The Collateral Agent shall also be entitled at all times (whether or
not during the continuance of an Event of Default) to receive  directly,  and to
retain  as  part  of  the  Collateral,  (a)  all  interest,  income,  dividends,
distributions  or other  amounts  paid or payable in cash or other  property  in
respect  of  the  Shares  in  connection  with  the  dissolution,   liquidation,
recapitalization  or  reclassification  of the capital of the  Subsidiary to the
extent  representing  an  extraordinary,  liquidating or other  distribution  in
return of capital,  (b) all additional  equity  interests or other securities or
property  (other than cash) paid or payable or distributed or  distributable  in
respect of the Shares in  connection  with any noncash  dividend,  distribution,
return  of  capital,   spin-off,   stock  split,   split-up,   reclassification,
combination of shares or similar  rearrangement,  and (c) without  affecting any
restrictions  against such actions  contained in this  Security  Agreement,  all
additional  capital  stock,  equity  interests or other  securities  or property
(including  cash) paid or payable or distributed or  distributable in respect of
the Shares in connection with any consolidation, merger, exchange of securities,
liquidation  or  other   reorganization.   All  interest,   income,   dividends,
distributions  or other amounts that are received by the Company in violation of
the provisions of this Section shall be received in trust for the benefit of the
Collateral  Agent,  shall be  segregated  from  other  property  or funds of the
Company and shall be forthwith  delivered to the Collateral  Agent as Collateral
in the same form as so received (with any necessary endorsements).


                                       4
<PAGE>

         5.4 If the Company  shall,  at any time and from time to time after the
date hereof,  acquire any additional  capital stock or other equity interests in
the Subsidiary,  the same shall be automatically  deemed to be Collateral and to
be pledged to the Collateral Agent pursuant to Section 2.1, and the Company will
forthwith  pledge and deposit the same with the Collateral Agent for the ratable
benefit of the Purchasers and deliver to the Collateral  Agent any  certificates
or  instruments  therefor,  together  with the  endorsement  of the  Company and
undated stock powers or other  necessary  instruments of transfer or assignment,
duly executed in blank,  to the Collateral  Agent for the ratable benefit of the
Purchasers,  together  with  such  other  certificates  and  instruments  as the
Collateral Agent may reasonably request  (including UCC financing  statements or
appropriate amendments thereto).

         5.5 Unless the Company shall have  obtained the written  consent of the
Purchasers holding at least a majority of the aggregate principal balance of all
Notes then outstanding:

         (a) The  Company  will cause the  Shares  pledged  by it  hereunder  to
constitute at all times 100% of the outstanding  capital and equity interests in
the Subsidiary,  such that the Subsidiary shall be a wholly-owned  subsidiary of
the Company; and

         (b) The  Company  will not cause or permit the  Subsidiary  to issue or
sell any new capital stock in the Subsidiary, any warrants, options or rights to
acquire any such capital stock,  or other equity  interests in the Subsidiary of
any  nature to any  person,  firm or entity  other than the  Company,  or cause,
permit or  consent to the  admission  of any other  person,  firm or entity as a
stockholder, partner or member of the Subsidiary.

                                   ARTICLE VI

                                     DEFAULT

         6.1  Subject to the  immediately  succeeding  sentence,  if an Event of
Default shall have occurred and be  continuing,  the  Purchasers  shall have, in
addition to any other rights and remedies contained in this Security  Agreement,
all the rights and  remedies of a secured  party  under the  Uniform  Commercial
Code,  and all other rights and remedies  provided by law, all of which shall be
cumulative to the extent  permitted by law.  Upon the  occurrence of an Event of
Default and at any time  thereafter  if such or any other Event of Default shall
then be  continuing,  the  Purchasers,  acting  by the  written  consent  of the
Purchasers holding at least two-thirds of the aggregate principal balance of all
Notes then  outstanding,  shall  have the right  without  further  notice to the
Company to settle, compromise or release, in whole or in part, any amounts owing
on the Collateral,  to prosecute any action,  suit or proceeding with respect to
the  Collateral,  to  sell,  assign  and  deliver  the  Collateral  (or any part
thereof), at public or private sale, at broker's board, for cash, upon credit or
otherwise,  at the Purchasers' sole option and discretion and the Purchasers may
bid or become  purchasers  at any such sale,  if public,  free from any right of
redemption,  which is hereby expressly waived.  The net cash proceeds  resulting
from the exercise of any of the foregoing rights or remedies shall be applied by
the Purchasers to the payment of the Obligations in such order as the Purchasers
may  elect,  and the  Company  shall  remain  liable to the  Purchasers  for any
deficiency,  together with  interest  thereon at the rate provided in the Notes,
and the cost and expenses of  collection of such  deficiency,  including (to the
extent permitted by law),  without  limitation,  attorneys'  fees,  expenses and
disbursements.

         6.2 If at any time or times  hereafter the Purchasers or the Collateral
Agent employ counsel for advice with respect to this Security  Agreement,  or to
intervene,  file a  petition,  answer,  motion or other  pleading in any suit or
proceeding relating to this Security Agreement or relating to any Collateral, or
to protect,  take possession of, or liquidate any  Collateral,  or to attempt to
enforce any security  interest or lien in any  Collateral,  or to represent  the
Purchasers in any pending or threatened  litigation  with respect to the affairs
of the  Company  in  any  way  relating  to  any  of  the  Collateral  or to the
Obligations  or to enforce any rights of the  Purchasers or  liabilities  of the
Company,  account debtors, or any other person, firm or corporation which may be
obligated  to the  Purchasers  by  virtue  of  this  Security  Agreement  or any
instrument  or document now or hereafter  delivered to the  Purchasers by or for
the benefit of the Company,  then in any of such events,  all of the  attorneys'
fees arising from such services,  and any expenses,  costs and charges  relating
thereto,  shall  become  a part of the  Obligations  secured  by the  Collateral
payable on demand.


                                       5
<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1 The laws of the State of South  Carolina shall govern this Security
Agreement.

         7.2 All notices and other communications  hereunder shall be in writing
and shall be deemed to have been validly  served,  given or  delivered  (a) upon
receipt, if delivered  personally or by fax, or (b) three (3) days after deposit
in the United States mails with postage  prepaid,  and addressed to the party to
be notified as provided above, if sent by mail.

         7.3 Except as otherwise  expressly  provided  herein,  any term of this
Security  Agreement  may be  amended  and  the  observance  of any  term of this
Security Agreement may be waived (either generally or in a particular  instance,
either  retroactively or prospectively and either for a specified period of time
or  indefinitely)  with the written  consent of the  Company and the  Purchasers
holding  at  least  a  majority  of  the  principal  amount  of all  Notes  then
outstanding.

         7.4 The terms and conditions of this Security  Agreement shall inure to
the benefit of and be binding  upon the  successors  and assigns of the parties.
Nothing in this Security  Agreement,  express or implied,  is intended to confer
upon any third party any rights,  obligations or liabilities  under or by reason
of this  Security  Agreement,  except as  expressly  provided  in this  Security
Agreement.

                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]

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<PAGE>



         IN WITNESS WHEREOF, this Security Agreement has been executed as of the
day and year first above written.



THE COMPANY:                  AFFINITY TECHNOLOGY GROUP, INC.,
                                a Delaware corporation


                              By:
                              ----------------------------------------------
                              Joseph A. Boyle
                              President and Chief Executive Officer




             [SIGNATURE PAGES FOR THE PURCHASERS FOLLOW THIS PAGE.]


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<PAGE>



                            PURCHASER SIGNATURE PAGE


Principal Amount of
  Note Purchased:  $__________                     (Name of Purchaser)


                                            By:
                                            ---------------------------
                                            Name:
                                            ---------------------------
                                            Title:
                                            ---------------------------



                                       8

<PAGE>





3


                                   Schedule 1

Name and Address     Principal Amount
 of Purchaser       of Note Acquired      Purchase Price      Maturity Date
 ------------       ----------------      --------------      -------------