<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4_1.txt
<DESCRIPTION>EX 4.1 CERT OF DESIGNATIONS-SERIES A PREFERRED
<TEXT>


                                DCAP GROUP, INC.

          Certificate  of  Designations   of  Preferred   Stock   Authorized  by
          Resolution  of the Board of Directors  Providing for an Issue of 1,000
          Shares of Preferred Stock Designated "Series A Preferred Stock."

          DCAP Group,  Inc. (the  "Corporation"),  a  corporation  organized and
existing  under  the  General  Corporation  Law of the  State  of  Delaware,  in
accordance  with the  provisions  of Section  151 of Title 8 thereof and Article
FOURTH of the Corporation's  Certificate of  Incorporation,  DOES HEREBY CERTIFY
THAT:

          Pursuant to  authority  conferred  upon the Board of  Directors by the
Certificate of Incorporation of the Corporation,  said Board of Directors,  at a
meeting duly held, adopted a resolution  providing for the issuance of up to one
thousand (1,000) shares of the Corporation's Preferred Stock, par value $.01 per
share, designated "Series A Preferred Stock," which resolution is as follows:

          RESOLVED,  that,  pursuant  to the  authority  vested  in the Board of
Directors of the Corporation by the Certificate of  Incorporation,  the Board of
Directors  does  hereby  provide  for and  authorize  the  issuance of up to one
thousand (1,000) shares of the Preferred Stock, par value $.01 per share, of the
Corporation,  to be  designated  "Series A  Preferred  Stock"  of the  presently
authorized  but  unissued  shares  of  Preferred   Stock.   The  voting  powers,
designations,  preferences,  and  relative,  participating,  optional  or  other
special  rights of the Series A Preferred  Stock  authorized  hereunder  and the
qualifications,  limitations and restrictions of such preferences and rights are
as follows:

          (i)  Dividends.

               (a) Dividend Preference. From and after the date hereof, when and
if the Board of Directors of the Corporation declares a dividend or distribution
payable  with  respect to (i) the  Common  Stock or any other  capital  stock or
security  issued by the  Corporation  which is junior to the Series A  Preferred
Stock as to such dividends or distributions, such dividend or distribution shall
not be paid until payment is made to the holders of the Series A Preferred Stock
of all dividends or  distributions  accumulated or accrued through that date, or
(ii) the then outstanding capital stock of the Corporation that is pari passu to
the  Series  A  Preferred  Stock as to such  dividends  or  distributions,  such
dividends or  distributions  shall not be paid unless an  equivalent  payment is
made  to the  holders  of  the  Series  A  Preferred  Stock,  pro  rata,  on the
accumulated  and  unpaid  dividends  or  distributions  payable  to the Series A
Preferred Stock as of the date of such payment.

               (b)  Dividend  Amount  and  Payment.  Holders  of  the  Series  A
Preferred  Stock shall be entitled to receive,  when,  as and if declared by the
Board of  Directors,  out of funds  legally  available  for that  purpose,  with
respect to each share of Series A Preferred Stock, a cash dividend equal to five
percent (5.0%) of the Original Issue Price (as hereinafter defined),  per annum.




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Such dividend shall be cumulative, shall accrue from the closing of that certain
Asset Purchase  Agreement,  entered into on May 28, 2003 but effective as of the
close of business on April 30, 2003, by and among AIA-DCAP Corp. ("Buyer"),  the
Corporation and AIA  Acquisition  Corp.  (the  "Agreement")  (the "Closing") and
shall be payable  quarterly on each January 15, April 15, July 15 and October 15
for the preceding calendar quarter; provided, however, that the initial dividend
payment shall not be made sooner than the first quarterly payment date reflected
above next following the issuance of the certificates  representing the Series A
Preferred  Stock  pursuant  to the  Agreement.  For  purposes  hereof,  the term
"Original Issue Price" shall mean one thousand dollars ($1,000.00).

          (ii) Voting Rights.  Except as required by applicable law, the holders
of the Series A  Preferred  Stock  shall not be  entitled to vote on any matters
required  to  be or  otherwise  submitted  to a  vote  of  stockholders  of  the
Corporation.

          (iii) Redemption.

               (a) Subject to the  requirements of applicable law, on the fourth
anniversary of the Closing (the "Outside Redemption Date"), if any shares of the
Series A  Preferred  Stock  shall be then  outstanding,  the  Corporation  shall
redeem,  for cash, all outstanding  shares of the Series A Preferred Stock, at a
redemption price per share equal to the Original Issue Price,  together with any
accumulated  and unpaid  dividends  thereon to the Outside  Redemption Date (the
"Redemption Price").

               (b) In the  event  the  Corporation  redeems  shares  of Series A
Preferred Stock pursuant to paragraph (a) above,  notice of such redemption (the
"Redemption Notice") shall be given by first class mail, postage prepaid, mailed
not less than ten (10) days nor more than  twenty (20) days prior to the Outside
Redemption  Date,  to each  holder of record of the shares of Series A Preferred
Stock to be redeemed at such  holder's  address as the same appears on the stock
register of the Corporation.  The Redemption Notice shall state: (i) the Outside
Redemption  Date;  (ii) the number of shares of Series A  Preferred  Stock to be
redeemed; (iii) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption  Price; and (iv) that dividends on the
shares to be redeemed will cease to accrue on the Outside Redemption Date.

               (c) In the event the  Corporation  shall make a Substantial  Sale
(as hereinafter  defined) prior to the Outside  Redemption Date, the Corporation
shall give  notice  thereof  (the "Sale  Notice") to the holders of the Series A
Preferred Stock, which notice shall provide for a date (no less than thirty (30)
days nor more than  sixty  (60) days  following  the date  thereof)  (the  "Sale
Redemption Date") upon which, subject to the requirements of applicable law, the
Corporation shall redeem,  for cash, such number of outstanding shares of Series
A Preferred Stock, at the Redemption Price, as is hereinafter provided. The Sale
Notice shall be given by first class mail,  postage  prepaid,  to each holder of
record of shares of Series A Preferred  Stock to be  redeemed  at each  holder's
address as the same appears on the stock register of the  Corporation.  The Sale
Notice shall state:  (i) the Sale Redemption  Date; (ii) the number of shares of
Series A  Preferred  Stock to be  redeemed;  (iii)  the  place or  places  where
certificates for such shares are to be surrendered for payment of the



<PAGE>

Redemption  Price;  and (iv) that  dividends  on the shares to be redeemed  will
cease to accrue on the Sale Redemption Date.

               (d) The  number  of  shares  of  Series A  Preferred  Stock to be
redeemed  pursuant to paragraph  (c) above shall be such number of shares as may
be redeemed at an aggregate  Redemption  Price equal to twenty  percent (20%) of
the net cash proceeds of the  Substantial  Sale. In the event that less than all
of the  outstanding  shares of Series A  Preferred  Stock are to be  redeemed in
connection  with a  Substantial  Sale,  then  the  outstanding  shares  shall be
redeemed  on a pro rata  basis  from all of the  holders  of Series A  Preferred
Stock.

               (e) For purposes hereof, a "Substantial  Sale" shall be deemed to
have occurred if any of the following  occur:  (i) the Corporation  sells all or
substantially all of its assets; (ii) any of Payments, Inc. ("Payments"),  Blast
Acquisition Corp. ("Blast"), Barry Scott Companies Inc. ("BSC") or Buyer, each a
direct or indirect  wholly-owned  subsidiary  of the  Corporation,  sells all or
substantially  all of its assets (except in the case where the purchaser becomes
a  franchisee  of  the  Corporation  or a  subsidiary  thereof);  or  (iii)  the
Corporation  sells all of the  outstanding  stock of Payments or Blast, or Blast
sells all of the  outstanding  stock of BSC or Buyer  (except  in the case where
Blast,  BSC or Buyer  becomes a franchisee  of the  Corporation  or a subsidiary
thereof).

               (f) In the event the Corporation  shall  consummate a "Rule 13e-3
transaction"  (as  such  term  is  defined  in  Rule  13e-3  promulgated  by the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934, as amended), the Corporation shall give written notice thereof (the "Going
Private Notice") to the holders of the Series A Preferred Stock.  Each holder of
Series A Preferred Stock thereupon shall have the right,  exercisable by written
notice (the "Redemption Exercise Notice") given to the Corporation within thirty
(30) days of  receipt of the Going  Private  Notice,  to cause the  Corporation,
subject to the  requirements of applicable law, to redeem,  for cash, all or any
portion of such holder's Series A Preferred Stock at the Redemption  Price.  The
Redemption  Exercise  Notice shall  provide for the number of shares of Series A
Preferred Stock that the holder desires that the  Corporation  redeem and a date
(no less than thirty (30) days nor more than sixty (60) days  following the date
thereof (together with the Outside Redemption Date and the Sale Redemption Date,
the "Redemption  Date")) upon which,  subject to the  requirements of applicable
law, the Corporation  shall redeem,  for cash, such number of shares of Series A
Preferred Stock as is set forth in the holder's Redemption Exercise Notice.

               (g) In the case of any redemption  pursuant to paragraph (a), (c)
or (f) above,  as to which any required notice from the Corporation was properly
mailed as  provided  in  paragraph  (b),  (c) or (f)  above,  from and after the
Redemption  Date (unless  default shall be made by the Corporation in paying the
Redemption Price of the shares called for  redemption),  dividends on the shares
of Series A Preferred Stock so called for redemption shall cease to accrue,  and
all rights of the holders thereof as stockholders of the Corporation (except the
right to receive  from the  Corporation  the  Redemption  Price per share) shall
cease. Upon surrender in accordance with said notice of the certificates for any
shares so redeemed (properly endorsed or assigned for transfer,  if the Board of
Directors shall so require and the notice shall so state),  such shares shall be
redeemed by the Corporation at the Redemption Price.



<PAGE>


               (h) The Corporation's  redemption  obligation  hereunder shall be
secured by the pledge by Blast to the original  holder of the Series A Preferred
Stock (the "Original  Holder") of all of the outstanding stock of Buyer pursuant
to a guaranty and pledge agreement, dated as of the date of the Closing, between
Blast and the Original Holder.

          (iv) Conversion.

               (a)  Conversion  Right.  Each share of Series A  Preferred  Stock
shall be  convertible,  at any time and from time to time,  at the option of the
holder thereof, into such number of shares of Common Stock of the Corporation as
is determined by dividing the Original Issue Price by the  Conversion  Price (as
hereinafter  defined).  For purposes hereof,  the term "Conversion  Price" shall
mean fifty cents ($.50), subject to adjustment as hereinafter set forth.

               Before any holder of Series A  Preferred  Stock shall be entitled
to receive  Common  Stock  upon  conversion,  the holder  shall send a notice of
conversion  with respect thereto (the  "Conversion  Notice") and shall surrender
the  certificate(s)  therefor,  duly endorsed,  at the principal  offices of the
Corporation.  Effective upon the Corporation's  receipt of the Conversion Notice
(the "Effective  Conversion  Date"),  the holder shall thereupon be deemed to be
the  holder  of  record  of  the  Common   Stock   issuable   upon   conversion,
notwithstanding  that the stock transfer books of the Corporation  shall then be
closed or that the certificate(s)  representing such Common Stock shall not then
be actually delivered to the holder. Subject to the provisions hereof,  promptly
following the Effective  Conversion  Date, the Corporation  shall issue or cause
its  transfer  agent to issue and  deliver to such  holder of Series A Preferred
Stock a certificate for the number of shares of Common Stock to which the holder
shall be entitled.

               (b)  Adjustment of Conversion Price.

                    (I) Adjustments for Stock Dividends;  Combinations,  Etc. In
the  event  that  the  Corporation   shall  (A)  declare  a  dividend  or  other
distribution on its Common Stock payable in Common Stock of the Corporation; (B)
effect a subdivision  of its  outstanding  Common Stock into a greater number of
shares of Common Stock (by  reclassification,  stock split or otherwise  than by
payment of a dividend in shares of Common  Stock);  (C) effect a combination  of
its outstanding  Common Stock into a lesser number of shares of Common Stock (by
reclassification,  reverse split or otherwise);  (D) issue by  reclassification,
exchange or  substitution of its Common Stock any shares of capital stock of the
Corporation;  or (E)  effect any other  transaction  having a like  effect,  the
Conversion Price in effect immediately prior to such action shall be adjusted so
that, in the event of a conversion at any time after the occurrence of any event
described in (A) through (E) above,  the holder shall be entitled to receive the
shares of Common Stock to which such holder  would have been  finally  entitled,
after  giving  effect  to the  occurrence  of such  event,  as if the  Series  A
Preferred  Stock had been converted into Common Stock  immediately  prior to the
occurrence of such event. An adjustment  made pursuant to this paragraph  (b)(I)
shall  become  effective  immediately  after  the  record  date in the case of a
dividend or other  distribution and shall become effective  immediately upon the
effective  date in the  case of a  subdivision,  combination,  reclassification,
exchange or substitution.



<PAGE>


                    (II) Adjustment for  Consolidation or Merger. In case of any
consolidation or merger to which the Corporation is a party, other than a merger
or  consolidation  in which  the  Corporation  is the  surviving  or  continuing
corporation  and which  does not  result in any  reclassification  of, or change
(other  than a change  in par value or from par value to no par value or from no
par value to par value,  or as a result of a  subdivision  or  combination)  in,
outstanding Common Stock, then in the event of a conversion,  the holder of each
share of Series A Preferred Stock then  outstanding  shall receive,  in exchange
for such  shares of Series A Preferred  Stock,  the kind and amount of shares or
other securities and property  receivable upon such consolidation or merger by a
holder  of the  number  of  shares of Common  Stock  into  which  such  Series A
Preferred   Stock  would  have  been   converted   immediately   prior  to  such
consolidation or merger had the conversion occurred.

               (c) Fractional Shares. No fractional shares of Common Stock shall
be issued upon conversion of Series A Preferred Stock. In lieu of any fractional
shares to which the holder would otherwise be entitled,  the  Corporation  shall
pay, in cash,  an amount  equal to the  product of (i) such  fraction of a share
times (ii) the Current  Market Price Per Share (as  hereinafter  defined) on the
Effective  Conversion  Date. As used herein,  the term "Current Market Price Per
Share"  shall mean the  closing  price,  or, if not  available,  the closing bid
price,  of the Common  Stock as quoted on a national  securities  exchange,  The
Nasdaq Stock Market  ("Nasdaq"),  the NASD OTC  Electronic  Bulletin  Board (the
"Bulletin  Board"),  or The Bulletin Board Exchange (the "BBX"), as the case may
be (or, if there is no closing  price or closing bid price on a particular  day,
then the  closing  price  or, if not  available,  the  closing  bid price on the
nearest  trading date before that day and for which such prices are  available),
and if the Common Stock is not listed on such an exchange,  Nasdaq, the Bulletin
Board or the BBX on such particular day, then the Current Market Price Per Share
shall be  determined  by the Board of  Directors  in good  faith by taking  into
consideration all relevant factors.

               (d)   Reservation  of  Shares  Issuable  Upon   Conversion.   The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued Common Stock, solely for the purpose of effecting the conversion of
the Series A Preferred Stock, such number of its shares of Common Stock as shall
from time to time be  sufficient  to effect the  conversion  of all  outstanding
Series A Preferred Stock; provided, however, that nothing contained herein shall
preclude the  Corporation  from  satisfying  its  obligations  in respect of the
conversion of the Series A Preferred  Stock by delivery of Common Stock which is
held in the treasury of the Corporation.

               (e) Lost, Stolen or Destroyed Certificates. In the event that the
holder notifies the Corporation that the  certificate(s)  representing  Series A
Preferred  Stock have been lost,  stolen or destroyed  and either (i) provides a
letter,  in form  satisfactory  to the  Corporation,  to the effect that it will
indemnify the Corporation from any loss incurred by it in connection  therewith,
and/or (ii) provides an indemnity bond in such amount as is reasonably  required
by the Corporation,  the Corporation having the option of electing either (i) or
(ii) or both, the Corporation  shall accept such letter and/or indemnity bond in
lieu  of the  surrender  of the  certificate(s)  as  otherwise  required  by the
provisions hereof.



<PAGE>


               (f) Certificate as to Adjustments.  Whenever the number of shares
of Common Stock issuable, or the securities or other property deliverable,  upon
the conversion of the Series A Preferred Stock shall be adjusted pursuant to the
provisions  hereof,  the  Corporation  shall give written notice thereof to each
holder of shares of Series A  Preferred  Stock at such  holder's  address  as it
appears on the transfer books of the  Corporation  and shall  forthwith file, at
its  principal  executive  office and with any transfer  agent or agents for the
Series A Preferred  Stock and the Common  Stock,  a  certificate,  signed by the
Chief  Financial  Officer of the  Corporation,  stating  the number of shares of
Common Stock  issuable,  or the  securities or other property  deliverable,  per
share of Series A Preferred Stock  converted,  calculated to the nearest cent or
to the nearest one  one-hundredth  of a share and  setting  forth in  reasonable
detail the method of calculation  and the facts  requiring  such  adjustment and
upon which such  calculation is based.  Each  adjustment  shall remain in effect
until a subsequent adjustment hereunder is required.

               (g) No  Conversion  Charge or Tax.  The  issuance and delivery of
certificates  representing  shares of Common Stock upon the conversion of shares
of Series A Preferred Stock shall be made without charge to the holder of shares
of Series A Preferred  Stock for any issue tax, or other  incidental  expense in
respect of the  issuance  or  delivery of such  certificates  or the  securities
represented  thereby,  all of  which  taxes  and  expenses  shall be paid by the
Corporation.

               (h) Status on  Conversion.  Upon any  conversion of shares of the
Series A Preferred Stock, the shares so converted shall be canceled.

               (i)  Statutory   Restrictions.   The  foregoing   provisions  for
conversion  of the Series A Preferred  Stock shall be subject to all  applicable
statutory limitations and restrictions.

          (v)  Liquidation  Preference.   In  the  event  of  any  voluntary  or
involuntary  liquidation,  dissolution  or  winding up of the  Corporation,  the
holders of Series A Preferred  Stock will be  entitled to receive,  prior and in
preference to any distribution of the assets or surplus funds of the Corporation
to the  holders  of any  Common  Stock  and any other  stock of the  Corporation
ranking in liquidation  junior to the Series A Preferred Stock, by reason of the
ownership thereof,  an amount (the "Series A Preferential  Amount") equal to (A)
the  Original  Issue  Price  and no more,  and (B) all  accumulated  and  unpaid
dividends  thereon.  If, upon the  occurrence  of such an event,  the assets and
funds thus distributable  among the holders of Series A Preferred Stock shall be
insufficient  to  permit  the  payment  to such  holders  of the  full  Series A
Preferential Amount, then the entire assets and funds of the Corporation legally
available for  distribution to the holders of the Series A Preferred Stock shall
be  distributed  ratably  among such holders in accordance  with the  respective
amounts  which would be payable on such shares if all  amounts  payable  thereon
were paid in full.  After the  payment  or  setting  apart of the full  Series A
Preferential  Amount  required  to be paid to the  holders of Series A Preferred
Stock,  the  holders  of Common  Stock and any  other  stock of the  Corporation
ranking in liquidation  junior to the Series A Preferred Stock shall be entitled
to receive  ratably all remaining  assets or surplus  funds of the  Corporation.
Neither the merger or consolidation  of the Corporation,  nor the sale, lease or
conveyance  of all or part of its assets,  shall be deemed to be a  liquidation,



<PAGE>

dissolution or winding up of the affairs of the Corporation,  either voluntarily
or involuntarily, within the meaning of this section.

          (vi) Seniority.  For so long as any shares of Series A Preferred Stock
are issued and  outstanding,  the  Corporation  shall not,  without  the written
consent of the holders of a majority of the then outstanding  shares of Series A
Preferred  Stock,  issue any series of preferred  stock that ranks senior to the
Series A  Preferred  Stock with  respect to dividend  rights or on  liquidation,
dissolution or winding up of the Corporation.

          IN WITNESS WHEREOF, DCAP GROUP, INC. has caused this Certificate to be
executed by its Chief Executive Officer this 28th day of May, 2003.

                                            DCAP GROUP, INC.



                                            By: /s/ Barry Goldstein
                                               --------------------------------
                                               Barry Goldstein,
                                               Chief Executive Officer




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