Exhibit 4.1
                              AMENDED AND RESTATED
                       CONVERTIBLE NOTE PURCHASE AGREEMENT

         THIS AMENDED AND RESTATED  CONVERTIBLE  NOTE PURCHASE  AGREEMENT  (this
"Agreement") is made and entered into this 9th day of August, 2006, by and among
Affinity  Technology Group,  Inc., a Delaware  corporation (the "Company"),  and
each of the investors  identified on Schedule 1 attached  hereto as it hereafter
may 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 to the
Original  Investors  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 Company  desires  to: (i) amend and restate the  Original
Note  Purchase  Agreement in its  entirety;  (ii) amend the current Old Notes by
issuing  an  aggregate  of  $1,268,027  principal  amount of new 8%  convertible
secured  notes  substantially  in the form  attached  hereto  as  Exhibit A (the
"Notes")  having a maturity  date of August 8th,  2008 in  exchange  for the Old
Notes (including all interest that has accrued  thereon);  and (iii) increase to
$5,000,000  the  aggregate  principal  amount of Notes that may be issued by the
Company (including the Notes issued in exchange for the Old Notes); and

         WHEREAS, the obligations under the Notes issued from time to time under
this Agreement shall be 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  Amended and
Restated  Security  Agreement,  in  substantially  the form  attached  hereto as
Exhibit B (the "Security Agreement"), to be entered into between the Company and
the Purchasers at Closing; and

         WHEREAS,  the Purchasers desire to enter into this Agreement to acquire
the Notes in the respective  amounts set forth on Schedule 1 attached  hereto on
the terms and conditions set forth herein;

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement,  the Notes and the Security Agreement,  the parties to this Agreement
mutually agree as follows:

         1. AUTHORIZATION AND SALE.

                  1.1 Authorization. The Company has authorized the issuance and
sale of the Notes to the Purchasers.  The Purchasers  acknowledge and agree that
(a) the  maturity  date of any Note  issued  under  this  Agreement  shall be no
earlier than the first  anniversary and no later than the second  anniversary of
the date of issuance of such Notes, as such maturity dates shall be set forth on
Schedule 1; and (b) the  Conversion  Price (as defined in the Notes) of any Note
issued under this  Agreement may be such price per share as  agreed-upon  by the
Company  and  each  Purchaser  at the time of  issuance  of such  Note,  as such
Conversion Price shall be set forth on Schedule 1.

                  1.2 Sale.  Subject to the terms and  conditions  hereof,  each
Purchaser agrees separately (and not jointly) to purchase from the Company,  and
the Company agrees to sell and issue to each Purchaser,  a Note in the principal
amount and with the maturity date as set forth next to each  Purchaser's name on
Schedule  1 hereto at the  respective  purchase  price set forth  opposite  such
Purchaser's name on Schedule 1.

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<PAGE>



         2. CLOSING; DELIVERY.

                  2.1 Initial  Closing.  The initial closing of the purchase and
sale of the Notes  under this  Agreement  shall take place at the offices of the
Company,  8807-A Two Notch Road, Columbia,  South Carolina 29223, on August 9th,
2006 (the "Initial Closing"),  or at such other time and date as the parties may
agree in writing.

                  2.2 Subsequent  Closings.  Following the Initial Closing,  the
Company may issue and sell additional  Notes under this Agreement,  on the terms
set forth in this Agreement, provided that the aggregate principal amount of all
Notes issued by the Company at the Initial Closing and each  subsequent  closing
(a "Subsequent  Closing" and, together with the Initial Closing,  the "Closing")
shall not exceed  $5,000,000.  Schedule  1 to this  Agreement  and the  Security
Agreement  shall be amended and restated at each  Subsequent  Closing to reflect
the Notes issued to each Purchaser under this Agreement. Any Notes issued by the
Company at a Subsequent  Closing shall be considered "Notes" for all purposes of
this  Agreement,  and each  additional  Purchaser shall be a "Purchaser" for all
purposes of this Agreement.

                  2.3  Delivery.  At  the  Closing,  subject  to the  terms  and
conditions  hereof, the Company will deliver to each Purchaser the Note acquired
by such  Purchaser  (as  set  forth  on  Schedule  1  hereto)  and the  Security
Agreement,  each duly executed by the Company and dated the date of the Closing,
and such other certificates,  consents, waivers and agreements as are reasonably
requested  by any  Purchaser  (together  with this  Agreement  and the  Security
Agreement,  collectively the "Transaction Documents"), against: (a) with respect
to an Original  Investor,  delivery by such Original Investor to the Company for
cancellation  at the Closing of the Old Note issued to such  Original  Investor;
and (b) with  respect  to any other  Purchaser,  payment of the  purchase  price
payable for such Note by check or wire transfer.  At the Closing, each Purchaser
shall  deliver to the  Company the  Security  Agreement,  duly  executed by such
Purchaser and dated as of the date of Closing.

                  2.4  Conditions  to Closing.  Each  Purchaser's  obligation to
purchase,  and the  Company's  obligation  to sell,  the Notes at the Closing is
subject to the Purchasers having received a certificate, dated as of the Closing
Date, of the President of the Company  certifying that the board of directors of
the Company has authorized the  transactions  contemplated by this Agreement and
that the Certificate of Incorporation and Bylaws of the Company attached thereto
are true, complete and correct.

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Purchasers as follows:

                  3.1  Organization  and Good Standing.  Each of the Company and
its  subsidiaries is a corporation duly organized and validly existing under the
laws of Delaware.  Each of the Company and its  subsidiaries  has all  requisite
corporate  power and  authority  necessary  to conduct its business as it is now
being  conducted  and as  proposed  to be  conducted  and to  own or  lease  the
properties  and assets it now owns or holds under lease,  and is duly  qualified
and in good standing as a foreign  corporation  in each  jurisdiction  where the
failure to qualify would have a material  adverse  effect upon its operations or
financial  condition.  The Company owns all the issued and  outstanding  capital
stock of  decisioning.com,  and no other  person,  firm or entity  has an equity
interest in decisioning.com.

                  3.2 Capital Stock. The authorized capital stock of the Company
consists  of  100,000,000  shares of common  stock,  par value  $.0001 per share
("Common Stock"),  and 5,000,000 shares of preferred stock, par value $.0001 per
share  ("Preferred  Stock").  As of the close of business on August 1, 2006, (i)
44,904,802  shares of Common Stock were issued and  outstanding,  (ii) 6,383,700
shares of Common  Stock were  reserved  for  issuance  upon  exercise of options
granted by the Company, (iii) 2,500,000 shares of Common Stock were reserved for
issuance upon  exercise of warrants  issued by the Company and (iv) no shares of
Preferred  Stock  were  issued  and  outstanding.  Except  as set  forth  in the
immediately  preceding  sentence or in the SEC Reports (as defined below), as of
August 9th, 2006,  there was outstanding (i) no shares of capital stock or other
voting securities of the Company,  (ii) no securities of the Company convertible
into or  exchangeable  for shares of capital  stock or voting  securities of the
Company,  and (iii) no  options,  warrants or other  rights to acquire  from the
Company,  and  no  subscriptions  or  other  rights,   convertible   securities,
agreements, arrangements or commitments of any character, obligating the Company
to issue,  transfer or sell any capital stock,  voting  securities or securities
convertible into or exchangeable  for capital stock or voting  securities of the
Company  or  obligating  the  Company  to grant,  extend or enter  into any such
option, warrant,  subscription or other right, convertible security,  agreement,
arrangement or commitment,  other than under this Agreement and the Notes issued
hereunder.  All of the  Company's  outstanding  securities  have  been  duly and
validly authorized and issued and are fully paid and  nonassessable.  The shares
of  Common  Stock  that may be  issued  upon  conversion  of the  Notes are duly
authorized and, when issued in accordance  with the terms of the Notes,  will be
validly issued, fully paid and nonassessable.

                                       23
<PAGE>

                  3.3  Authorization.  The Company has the full corporate  power
and authority to enter into this Agreement and each of the Transaction Documents
and to perform all of its obligations contemplated hereunder and thereunder. The
execution,   delivery  and  performance  of  this  Agreement  and  each  of  the
Transaction  Documents to which the Company is a party have been duly authorized
by  all  necessary  corporate  action,  and  this  Agreement  and  each  of  the
Transaction Documents constitutes (or will constitute, upon execution thereof) a
legal,  valid and binding  obligation  of the Company,  enforceable  against the
Company in  accordance  with its terms,  subject to laws of general  application
relating to bankruptcy,  insolvency and the relief of debtors and rules and laws
governing specific performance,  injunctive relief and other equitable remedies.
No further  authorization on the part of the Company,  its board of directors or
its  stockholders  is necessary to consummate the  transactions  contemplated by
this  Agreement  or any of the  Transaction  Documents.  Except for any  filings
required by federal or state  securities  laws that have been or will be made by
the Company, no consent, approval, authorization or order of, or declaration by,
filing or registration  with, any court or governmental or regulatory  agency or
board is or will be required in  connection  with the  execution and delivery of
this  Agreement  and  the  Transaction  Documents  and the  consummation  of the
transactions contemplated hereby or thereby.

                  3.4  SEC  Reports;   Financial  Statements.  The  Company  has
furnished to the Purchasers the Company's proxy statement, dated as of April 28,
2006,  with  respect to its 2006  annual  meeting of  stockholders  (the  "Proxy
Statement"),  annual  report on Form 10-K for the year ended  December  31, 2005
(the "Form 10-K"), quarterly report on Form 10-Q for the quarter ended March 31,
2006  ("Form  10-Q") and all  current  reports on Form 8-K filed by the  Company
since it filed its Form 10-K (together with the Proxy  Statement,  the Form 10-K
and the Form 10-Q, the "SEC Reports"),  which contain,  among other things,  the
Company's 2005 audited  consolidated  financial statements and interim unaudited
consolidated condensed financial statements for the quarter ended March 31, 2006
(collectively,  the "Financial Statements"). The Financial Statements consist of
the consolidated  statements of operations,  stockholders' equity and cash flows
of the  Company  for each of the three years in the period  ended  December  31,
2005, the consolidated balance sheet of the Company as of December 31, 2005, the
condensed  consolidated  statements of  operations  and cash flows for the three
months ended March 31, 2006 and March 31, 2005,  and the condensed  consolidated
balance sheet as of March 31, 2006 (the "Balance Sheet"). As of its filing date,
each SEC Document complied in all material respects with the requirements of the
Securities  Exchange  Act of 1934,  as  amended,  and did not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.  The Financial  Statements (a) are in accordance
with the books and records of the Company,  (b) have been prepared in accordance
with generally accepted  accounting  principles  ("GAAP")  consistently  applied
(subject,  in the case of  interim  financial  statements,  to normal  recurring
year-end  adjustments  and the  absence of notes),  and (c) fairly  present  the
financial  position of the Company as of the respective  dates thereof,  and the
results of operations and cash flows for each of the periods presented.

                  3.5 Absence of Undisclosed Liabilities. Except as disclosed in
the  SEC  Reports,  neither  the  Company  nor any of its  subsidiaries  has any
liabilities or obligations (whether accrued, absolute, contingent,  unliquidated
or  otherwise,  whether  due or to become  due)  other than (a)  liabilities  or
obligations reserved against or otherwise disclosed in the Balance Sheet, or (b)
other liabilities or obligations (including accounts payable,  accrued expenses,
wages,  salaries and Notes issued under this Agreement) that were incurred after
the date of the Balance Sheet in the ordinary course of business consistent with
past practice.

                  3.6 Absence of Material  Changes.  Except as  disclosed in the
SEC  Reports,  since  the  date  of the  Balance  Sheet,  the  Company  and  its
subsidiaries  have conducted their business in the ordinary  course,  consistent
with past  practice,  and there has not been (a) any material  adverse change in
the condition (financial or otherwise), results of operations, business, assets,
or liabilities of the Company or any subsidiary,  individually or taken together
as a whole, or any event or condition  which would have such a material  adverse
change,  (b) any  waiver  or  cancellation  of any right of the  Company  or any
subsidiary  to the extent  such waiver or  cancellation  has had or would have a
material  adverse  effect on the condition  (financial or otherwise)  results of
operations,  business  or  assets  of  the  Company  or any  subsidiary,  or the
cancellation  of  any  material  debt  or  claim  held  by  the  Company  or any
subsidiary,  (c)  any  encumbrances  upon  the  assets  of  the  Company  or any
subsidiary, other than a Permitted Lien (as defined in Section 5(c)(ii) hereof),
(d) any sale, assignment or transfer of any tangible or intangible assets of the
Company or any subsidiary,  except in the ordinary  course of business,  (e) any
loan by the  Company  or any  subsidiary  to any  officer,  director,  employee,
consultant or stockholder of the Company or any subsidiary  (other than advances
to such persons in the ordinary  course of business in connection with bona fide
business expenses), (f) any damage,  destruction or loss (whether or not covered
by insurance) materially and adversely affecting the assets, property, financial
condition  or  results  of  operations   of  the  Company  or  any   subsidiary,
individually  and taken as a whole,  (g) any change in the  accounting  methods,
practices  or policies of the Company or any  subsidiary,  (h) any  indebtedness
incurred for borrowed money by the Company or any  subsidiary,  other than under
this  Agreement,  (i) any default  that has not been waived or material  adverse
amendment or premature  termination  of any material  contract of the Company or
any  subsidiary or (j) any agreement or commitment  (contingent or otherwise) by
the Company or any subsidiary to do any of the foregoing.

                                       24
<PAGE>

                  3.7 Title to Properties  and Assets;  Liens,  Etc. The Company
and each of its subsidiaries has good and marketable title to its properties and
assets,  including the properties and assets reflected in the Balance Sheet, and
good  title to its  leasehold  estates,  in each case  subject  to no  mortgage,
pledge,  lien,  lease,  encumbrance or charge,  other than Permitted  Liens. All
facilities,  equipment,  fixtures, and other properties owned, leased or used by
the Company and its  subsidiaries  are in  reasonable  operating  condition  and
repair and are  reasonably  fit and usable for the  purposes  for which they are
being  used.  The  Company  and  each  of its  subsidiaries  are in  substantial
compliance  with all  material  terms of each lease to which they are parties or
otherwise bound.

                  3.8 Tax Matters.  The Company and its subsidiaries  have filed
all tax returns that they are required to file pursuant to any  applicable  law,
and all such  returns are complete  and correct in all  material  respects.  The
Company and its subsidiaries  have paid all taxes due and owing by them and have
withheld  and paid over all taxes  which they are  obligated  to  withhold  from
amounts paid or owing to any employee,  partner,  creditor or other third party.
Neither  the Company nor any  subsidiary  has waived any statute of  limitations
with  respect to taxes or agreed to any  extension of time with respect to a tax
assessment or deficiency.  The federal income tax returns of the Company and its
subsidiaries have never been audited, no federal,  state or local tax audits are
pending  or  being  conducted  with  respect  to  the  Company  or  any  of  its
subsidiaries,  no  information  related to tax matters has been requested by any
federal, state or local taxing authority,  and no notice indicating an intent to
open an audit or other  review has been  received  by the  Company or any of its
subsidiaries from any federal, state or local taxing authority.

                  3.9  Compliance  with  Law  and  Other  Instruments.   To  the
Company's  knowledge,  the Company  and its  subsidiaries  have  complied in all
material  respects  with,  and are not in  material  violation  of,  any and all
statutes, laws, regulations,  decrees and orders of the United States and of all
states,  municipalities and agencies applicable to the Company, its subsidiaries
or the conduct of their  respective  businesses.  Except as disclosed in the SEC
Reports, upon consummation of this Agreement, neither the Company nor any of its
subsidiaries  will be in default in any material  respect in the  performance of
any  obligation,  agreement  or  condition  contained  in any  bond,  debenture,
promissory note,  indenture,  loan agreement or other material contract to which
it is a party or by which its properties are bound.  Neither the issuance of the
Notes,  or the  execution  and delivery of this  Agreement  and the  Transaction
Documents  nor the  consummation  of the  transactions  contemplated  herein  or
therein,  will (i) conflict with,  constitute a breach of,  constitute a default
under,  or an event  which,  with  notice  or lapse of time or both,  would be a
breach of or default under,  the respective  certificates  of  incorporation  or
bylaws  of the  Company  or  any of its  subsidiaries,  (ii)  conflict  with  or
constitute a breach of,  constitute  a default  under,  or an event which,  with
notice  or lapse of time or both  would be a breach  of or  default  under,  any
agreement, indenture, mortgage, deed of trust or other instrument or undertaking
to which the  Company or any of its  subsidiaries  is a party or by which any of
its  properties  are bound  which  would have a material  adverse  effect on the
Company's  business,  (iii)  constitute  a  violation  of any  law,  regulation,
judgment,  order or decree applicable to the Company or any of its subsidiaries,
(iv) result in the  creation  or  imposition  of any lien or material  charge or
encumbrance upon any property of the Company or any of its  subsidiaries,  other
than under the  Security  Agreement,  or (v) permit any party to  terminate  any
agreement  to  which  the  Company  or any of its  subsidiaries  is a  party  or
beneficiary  thereto which would have a material adverse effect on the Company's
business.

                  3.10 Litigation. Except as disclosed in the SEC Reports, there
is no litigation or governmental  proceeding or investigation pending or, to the
Company's  knowledge,  threatened against or affecting the Company or any of its
subsidiaries,  which would  reasonably  be expected to result in any judgment or
liability  which would  materially and adversely  affect any of the property and
assets of the Company or any of its subsidiaries, or the right of the Company or
any of its  subsidiaries to conduct its or their  businesses as now conducted or
as proposed to be conducted.

                                       25
<PAGE>

                  3.11  Intellectual  Property.  Except as  disclosed in the SEC
Reports, the Company and its subsidiaries own or possess sufficient legal rights
to all  patents,  trademarks,  service  marks,  trade names,  copyrights,  trade
secrets,  licenses,  information and other intellectual property and proprietary
rights  and  processes  (collectively,  "Intellectual  Property")  used in their
business as now conducted and as presently proposed to be conducted, without any
known  infringement  of the rights of others.  The Company has not  received any
communications  alleging  that the Company has  violated or, by  conducting  its
business as presently  proposed,  would violate any of the patents,  trademarks,
service  marks,  trade names,  copyrights,  trade  secrets or other  proprietary
rights of any other person or entity.  The Company has  transferred and assigned
all of its rights under the following  patents to  decisioning.com:  U.S. Patent
No. 5,870,721 ("System and Method for Real Time Loan Approval"); U.S. Patent No.
5,940,811 ("Closed Loop Financial  Transaction Method and Apparatus");  and U.S.
Patent  No.  6,105,007   ("Automatic   Financial  Account  Processing   System")
(collectively, the "Patents").

                  3.12  Disclosure.  Neither  this  Agreement  nor  any  of  the
Transaction  Documents  contains any untrue  statement of any material  fact, or
omits  to  state  any  material  fact  that is  necessary  in  order to make the
statements  contained  herein or therein,  in light of the  circumstances  under
which they were made, complete and not misleading.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser hereby severally  represents and warrants to the Company
as follows:

                  4.1 Purchase for Own Account.  Such Purchaser is acquiring the
Notes and the  securities  into which they may be converted for its own account,
for investment and not with a view to or in connection with any  distribution or
resale  thereof.  Such  Purchaser  does not have  any  contract,  understanding,
agreement  or  arrangement  with any person to sell or transfer the Notes or the
securities into which they may be converted.

                  4.2 Restrictions on Transfer.  Such Purchaser understands that
(a) neither the Notes nor any securities  issuable upon  conversion  thereof has
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act"), or the securities laws of any  jurisdiction  and (b) the economic risk of
an  investment  in the  Notes  must be borne  for an  indefinite  period of time
because  neither the Notes nor the  securities  into which they may be converted
may be sold or otherwise  transferred unless  subsequently  registered under the
Securities Act or an exemption from registration  under the Securities Act is or
becomes available.

                  4.3  Knowledge  of  the  Purchaser.   Such  Purchaser  (a)  is
knowledgeable  with  respect  to the  financial,  tax and  business  aspects  of
ownership of the Notes and the  securities  into which they may be converted and
of the  business  of the  Company  and  (b) can  bear  the  economic  risk of an
investment in the Notes including the complete loss thereof. By virtue of his or
its own  knowledge  and  experience  in  financial  and business  matters,  such
Purchaser  is  capable  of  evaluating  the  merits  and  risks of  making  this
investment.  Such  Purchaser is an "accredited  investor"  within the meaning of
Rule 501(a) of Regulation D promulgated under the Securities Act.

                  4.4 Power and  Authority.  Such  Purchaser  has the  requisite
power and authority to enter into this  Agreement,  to purchase the Notes and to
carry out and perform his or its obligations  under the terms of this Agreement.
The execution,  delivery and performance by such Purchaser of this Agreement and
the  other  Transaction  Documents  to which  such  Purchaser  is a party do not
contravene  the terms of such  Purchaser's  organizational  documents and do not
violate,  conflict with or result in any breach or contravention of any contract
or agreement of such Purchaser or constitute a violation of any law, regulation,
judgment, order or decree applicable to such Purchaser.

                  4.5 Due Execution.  This  Agreement has been duly  authorized,
executed and delivered by such Purchaser and, upon due execution and delivery by
the Company, will be a valid and binding agreement of such Purchaser, subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors and rules and laws governing specific performance, injunctive relief and
other equitable remedies.


                                       26
<PAGE>

         5.  COVENANTS.  Until the date that any amounts due under the Notes are
no longer outstanding:

                  (a) The Company  and each of its  subsidiaries  will  maintain
true books and records of account in which full and correct entries will be made
of all its business transactions pursuant to a system of accounting  established
and  administered in accordance  with GAAP  consistently  applied,  and will set
aside on its books all such proper  accruals  and  reserves as shall be required
under GAAP consistently applied.

                  (b) The Company will  furnish the  Purchasers,  promptly  upon
request, such information about the business, condition (financial or otherwise)
or operations of the Company and its  subsidiaries  as the  Purchasers  may from
time to time  reasonably  request,  provided that the requested  information  is
reasonably  available  to the  Company or can be easily  obtained  and  provided
further that each requesting Purchaser shall have entered into a confidentiality
agreement with the Company in form and substance reasonably  satisfactory to the
Company.

                  (c) The  Company  shall  not,  and shall not permit any of its
subsidiaries  to,  directly or  indirectly,  take any of the  following  actions
without first  obtaining the approval of Purchasers  holding at least a majority
of the aggregate principal balance of all Notes then outstanding:

                           (i) create,  incur,  or assume any  indebtedness  for
money  borrowed in excess of $500,000 in the  aggregate by the Company or any of
its subsidiaries other than indebtedness pursuant to this Agreement;

                           (ii) mortgage,  encumber,  create,  or incur liens on
the assets of the Company or any of its subsidiaries,  other than (A) under this
Agreement and the Security Agreement,  (B) liens incurred in the ordinary course
of business, (C) liens in favor of carriers, warehousemen,  mechanics, landlords
and  materialmen  and other  similar  persons  that are incurred in the ordinary
course of business for sums not yet due and payable; (D) liens for current taxes
incurred in the ordinary  course of business  that are not  delinquent or remain
payable  without any penalty or are being contested in good faith by appropriate
proceedings;  (E) statutory liens of banks and statutory rights of set-off;  (F)
as to any leased assets or properties,  rights of the lessors thereof, including
liens evidenced by the filing, for notice purposes only, of financing statements
in respect of true leases; (G) liens incurred in the ordinary course of business
in connection with workers' compensation,  unemployment insurance or other forms
of governmental  insurance or benefits,  or to secure the performance of letters
of credit,  bids,  tenders,  statutory  obligations,  surety  and appeal  bonds,
leases,   government   contracts  and  other  similar  obligations  (other  than
obligations for borrowed money) entered into in the ordinary course of business;
and (H) liens and encumbrances that do not materially  detract from the value of
the property subject thereto or materially  impair the operations of the Company
and its subsidiaries (collectively, "Permitted Liens");

                           (iii) pay,  or set aside any sums for the payment of,
any  distributions  or dividends  on the equity  securities  of the Company,  or
repurchase  or  otherwise  acquire  any  of  the  Company's  outstanding  equity
securities,  other than in  connection  with the  termination  of an  employee's
employment with the Company or any of its subsidiaries;

                           (iv) cause  decisioning.com  to  convey,  distribute,
assign or transfer the Patents to the Company or any affiliate thereof; or

                           (v)  agree  or  otherwise  commit  to take any of the
actions set forth in the foregoing clauses (i) through (iv).

                  (d) In case any one or more of the covenants and/or agreements
set  forth in this  Agreement  or the  Transaction  Documents  shall  have  been
breached by any party hereto,  the  Purchasers,  with respect to a breach by the
Company,  and the  Company,  with  respect  to a breach by the  Purchasers,  may
proceed to protect and enforce his or its rights  either by suit in equity or by
action at law or by both,  including but not limited to an action for damages as
a result of any such breach or an action for  specific  performance  of any such
covenant or agreement contained in the Transaction Documents.

                                       27
<PAGE>

         6.       MISCELLANEOUS.

                  6.1 Entire Agreement;  Effectiveness. This Agreement expressly
supersedes and replaces the Original Note Purchase Agreement. This Agreement and
the  documents  referred to herein  constitute  the entire  agreement  among the
parties with respect to the subject matter hereof,  and no party shall be liable
or bound to any other party in any manner by any warranties,  representations or
covenants  except as  specifically  set forth  herein or therein.  The terms and
conditions of this  Agreement  shall inure to the benefit of and be binding upon
the successors and assigns of the parties. Nothing in this Agreement, express or
implied,  is  intended  to confer  upon any third  party any  rights,  remedies,
obligations  or  liabilities  under or by  reason of this  Agreement,  except as
expressly provided in this Agreement.

                  6.2  Governing  Law. This  Agreement  shall be governed by and
construed under the laws of the State of South  Carolina,  without regard to the
conflicts of laws provisions of the State of South Carolina or any other state.

                  6.3  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                  6.4 Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

                  6.5  Notices.  Any notice  required  or  permitted  under this
Agreement shall be given in writing and shall be deemed  effectively  given upon
personal  delivery,  after three business days following deposit with the United
States  Post  Office,  postage  prepaid,  or after one  business  day if sent by
confirmed telecopy, addressed:

                  (a) If to the Company:  Affinity Technology Group, Inc. 8807-A
                                          Two Notch Road
                                          Columbia, South Carolina 29223
                                          Attn: Joseph A. Boyle
                                          President and Chief Executive Officer
                                          Facsimile: (803) 758-2560

         or at such other  address as the Company  shall have  furnished  to the
Purchasers in writing; and

                  (b) If to any  Purchaser,  the address set forth on Schedule 1
attached  hereto or at such other address as such Purchaser shall have furnished
to the Company in writing.

                  6.6  Severability.  In case any  provision  of this  Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent practicable,
be  modified  so as to make it  valid,  legal and  enforceable  and to retain as
nearly as practicable the intent of the parties, and the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

                  6.7 Delays or Omissions.  No delay or omission to exercise any
right,  power or remedy  accruing  to the  Company  or the  Purchasers  upon any
breach,  default or  noncompliance  of the  Purchasers or the Company under this
Agreement  shall  impair  any such  right,  power  or  remedy,  nor  shall it be
construed to be a waiver of any such breach,  default or  noncompliance,  or any
acquiescence  therein,  or of  any  similar  breach,  default  or  noncompliance
thereafter occurring.  It is further agreed that any waiver,  permit, consent or
approval of any kind or character  on the part of the Company or the  Purchasers
of any breach,  default or  noncompliance  under this Agreement or any waiver on
the Company's or the  Purchasers'  part of any  provisions or conditions of this
Agreement  must  be in  writing  and  shall  be  effective  only  to the  extent
specifically set forth in such writing and that all remedies, whether under this
Agreement,  by law, or  otherwise  afforded  to the Company and the  Purchasers,
shall be cumulative and not alternative.

                  6.8  Amendments  and Waivers.  Except as  otherwise  expressly
provided herein, any term of this Agreement may be amended and the observance of
any term of this  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.


                                       28
<PAGE>

                  6.9 Survival of Covenants and Agreements,  Representations and
Warranties.  Except as  expressly  provided  in  Section  5, all  covenants  and
agreements  contained herein or made in writing by the Company or the Purchasers
in  connection  with the  transactions  contemplated  hereby  shall  survive the
execution  and delivery of this  Agreement,  the  Transaction  Documents and the
Closing until the respective  Purchaser  ceases to own any Notes. All warranties
and  representations  contained  herein shall  survive for a period of two years
after the Closing.

                  6.10 Further  Assurances.  Prior to and after the Closing,  at
the request of the Purchasers,  the Company will take, or cause to be taken, all
actions,  and to do, or cause to be done,  and to assist and cooperate in doing,
as the  Purchasers  may  reasonably  deem  necessary  or  desirable,  all things
necessary to consummate and make effective, in a practicable manner, the Closing
and the other  transactions  contemplated  by this Agreement and the Transaction
Documents,  including, without limitation, (a) the execution and delivery of any
additional  waivers,  consents,   confirmations,   agreements,   instruments  or
documents, or the taking of all actions,  whether prior to or after the Closing,
necessary  to issue and sell the Notes to the  Purchasers  and (b) to  otherwise
carry  out the  purpose  and  intent  of  this  Agreement  and  the  Transaction
Documents.

                     [THE NEXT PAGE IS THE SIGNATURE PAGE.]


                                       29
<PAGE>



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date of Closing.


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.]


                                       30

<PAGE>



                            PURCHASER SIGNATURE PAGE




Principal Amount of                      -------------------------------------
   Note Purchased:  $________________    (Name of Purchaser)


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


                                       31

<PAGE>



                       Schedule 1


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

                                       32