**EMPLOYMENT
        AGREEMENT**, dated August 20, 2007 by, and between **DCAP
        Management Corp.**,****a New York corporation (the
“Company”) and a wholly owned subsidiary of **DCAP Group, Inc.**(the “Parent”), and **Curt Hapward** (the
“Employee”).
  **RECITALS**
  **WHEREAS**,
        the Company and the Employee desire to enter into an employment agreement,
        which
        will set forth the terms and conditions upon which the Employee shall be
        employed by the Company and upon which the Company shall compensate the
        Employee.
  **NOW,
        THEREFORE**, in consideration of the foregoing and the mutual covenants
        hereinafter set forth, the parties hereto have agreed, and do hereby agree,
        as
        follows:
  1.
                **EMPLOYMENT;
                    TERM**
 1.1  The
        Company will employ the Employee in its business, and the Employee will work
        for
        the Company therein, as its President for a term commencing as of August
        20,
        2007 (the “Effective Date”) and terminating on August 20, 2009 (the “Expiration
        Date”), subject to earlier termination as hereinafter provided (the employment
        period, as earlier terminated or as extended as provided for herein, being
        referred to as the “Term”).
  1.2  This
        Agreement will automatically renew for a one-year term upon its initial
        expiration unless (a) the Employee has voluntarily terminated his employment,
        or
        (b) the Employee's employment has been earlier terminated as provided in
        this
        Agreement, or (c) the Company provides to the Employee not less than one
        year's
        prior express written notice that this Agreement is not to be
        renewed.
  1.3  Upon
        the
        expiration of the Term or the termination of the Employee’s employment with the
        Company for any reason whatsoever, he shall be deemed to have resigned all
        of
        his positions as an employee, officer and director of the Company, the Parent
        and of each and every subsidiary thereof.
  2.
              **DUTIES**
  2.1  During
        the Term, the Employee shall serve as the Company’s President and shall perform
        duties of an executive character consisting of administrative and managerial
        responsibilities on behalf of the Company of the type and nature generally
        assigned to operating officers and such further duties of an executive character
        as shall, from time to time, be delegated or assigned to him by the Chief
        Executive Officer or the Board of Directors of the Company or Parent consistent
        with the Employee’s position.
  3.
              **DEVOTION
                  OF TIME**
  3.1  During
        the Term, the Employee shall expend all of his working time for the Company;
        shall devote his best efforts, energy and skill to the services of the Company
        and the promotion of its interests; and shall not take part in activities
        detrimental to the best interests of the Company.  The Employee shall
        be permitted to engage in charity work, tend to personal financial and legal
        affairs and, subject to the prior written consent of the Company, serve on
        the
        Board of Directors of other business organizations, provided that such
        activities do not interfere with his full-time services to the
        Company.
  
  4.
              **COMPENSATION**
  4.1  For
        all
        services to be rendered by the Employee during the Term, and in consideration
        of
        the Employee’s representations and covenants set forth in this Agreement, the
        Employee shall be entitled to receive from the Company compensation as set
        forth
        in Paragraphs 4.2, 4.3 and 4.4 below.
  4.2  During
        the Term, the Employee shall be entitled to receive a salary at the rate
        of two
        hundred twenty thousand dollars ($220,000) per annum (the “Base
        Salary”).  The Employee shall be entitled to increases in the Base
        Salary and other potential additional compensation as may be determined from
        time to time by the Board of Directors of the Company in its sole
        discretion.  All amounts due hereunder shall be payable in accordance
        with the Company’s standard payroll practices.
  4.3  (a)           During
        the first twelve (12) month period of the Term only, the Employee also shall
        be
        eligible to receive a commission payment in connection with the generation
        and
        collection of initial franchise fees during such twelve (12) month
        period.  The potential commission payment (which is a percentage
        amount of the initial franchise fees actually paid to or for the benefit
        of the
        Company) due to the Employee shall be determined by reference to the following
        schedule:
  Amount
        of Initial Franchise Fees
        Actually
        Collected                                   Commission
        Percentage
  less
        than
        $150,000                                                                                                0%
  $150,000
        - $500,000       17.5%
        and a special
        payment
 of
        $26,250
        (the "Special Payment")
  $501,000
        -
        $1,000,000                                                                                           
20.0%
  $1,000,001
        +                                                                                                22.5%
   2
  In
        the event that there is a commission
        payment due to the Employee based upon the foregoing parameters, the amount
        of
        such payment shall be equal to the product of the applicable amount of initial
        franchise fees actually collected and the applicable commission
        percentage.  In the event that the aggregate amount of the initial
        franchise fees for such twelve (12) month period is between $150,000 and
        $500,000, the Employee, in addition to 17.5% of such initial franchise fees,
        shall be entitled to the Special Payment of $26,250.
  The
        Special Payment amount of $26,250
        will be paid to the Employee within 30 days of the Employee passing the $150,000
        threshold, provided that the Company has enough cash on hand (to be analyzed
        on
        a deal to deal basis) to make the Special Payment to the Employee.  If
        the Company does not have enough cash on hand (after being analyzed on a
        deal to
        deal basis) to make the Special Payment to the Employee within 30 days of
        the
        Employee passing the $150,000 threshold, the Company will make such payment
        as
        soon as it has enough cash on hand to make the Special Payment.
  With
        respect to any payments to be made
        under this Paragraph 4.3 after the Special Payment, such commission payments
        will be made within 30 days of the annual anniversary of the Effective Date,
        provided that the Company has enough cash on hand at such time to make the
        payments.  Again, each commission will be analyzed on a deal to deal
        basis (i.e. cash paid to the Company vs. receipt of promissory notes with
        no
        payments made).  If the Company does not have enough cash on hand
        (after being analyzed on a deal to deal basis) to make such payments to the
        Employee within 30 days of the annual anniversary of the Effective Date,
        the
        Company will make such payments as soon as it has enough cash on
        hand.  If a commission payment has not been paid by the second
        anniversary of the Effective Date due to a lack of available cash on hand
        to
        make such payment, such commission shall be deemed to be forfeited and the
        Company shall have no obligation to pay such forfeited commission.
  (b)  Notwithstanding
        the foregoing, the Employee shall not be entitled to any commission payments
        from franchise sales that do not generate collected initial franchise
        fees.  In the event that the Board of Directors of the Company
        determines that there is substantial revenue derived from such franchise
        sales
        without collected initial franchise fees, the Board of Directors of the Company
        will take such circumstances into consideration in determining whether the
        Employee should be paid a bonus or other commission payment in connection
        with
        such franchise sales.
  4.4  Subject
        to the following sentence, any bonus or other commission payment to be made
        to
        the Employee by the Company for any period of time after the initial twelve
        (12)
        month period of the Term shall be governed by the Parent’s corporate and
        executive bonus plan, which the Company anticipates will be in effect on
        or
        prior to the start of the second twelve (12) month period of the
        Term.  In the event that the Parent’s corporate and executive bonus
        plan is not in effect by July 31, 2008, any bonus or other commission payment
        to
        be made to the Employee for any period of time during the Term shall be governed
        by the provisions of Section 4.3 above, until such time as the Parent’s
        corporate and executive bonus plan is put into effect, if ever.
   3
  5.
              **REIMBURSEMENT
                  OF EXPENSES**
  5.1  Subject
        to Section 5.3 hereof, the Company shall pay directly, or reimburse the Employee
        for, all reasonable and necessary expenses and disbursements incurred by
        the
        Employee for and on behalf of the Company in the performance of his duties
        during the Term.
  5.2  The
        Employee shall submit to the Company, not less than once in each calendar
        month,
        reports of such expenses and disbursements in form normally used by the Company
        and receipts with respect thereto and the Company’s obligations under Paragraph
        5.1 hereof shall be subject to compliance therewith.
  5.3  During
        the Term and, in the event of an Entitlement Termination (as hereinafter
        defined), during the Entitlement Restrictive Covenant Period (as hereinafter
        defined), the Employee shall be entitled to receive a monthly automobile
        allowance of one thousand dollars ($1,000) for any and all expenses related
        to
        the Employee’s automobile (i.e. lease payments, insurance, gas, tolls, parking,
        etc.).  Except for reimbursement of directly related automobile
        expenses (i.e. parking and tolls) incurred by the Employee while fulfilling
        his
        duties and responsibilities to the Company, but which are outside of the
        Employee’s normal day to day usage of his automobile, the Employee will not be
        entitled to any additional or alternative reimbursement for any other automobile
        related expenses.
  6.
              **DISABILITY;
                  INSURANCE**
  6.1      
        If, during the Term, the Employee, in the opinion of a majority of all of
        the
        members of the Board of Directors of the Company (excluding the Employee
        if he
        is a member), as confirmed by competent medical evidence, shall become
        physically or mentally incapacitated to perform his duties for the Company
        hereunder (“Disabled”) for a continuous period, then for the first six (6)
        months of such period he shall receive his full salary.  In no event,
        however, shall the Employee be entitled to receive any payments under this
        Paragraph 6.1 beyond the expiration or termination date of this
        Agreement.  Effective with the date of his resumption of full
        employment, the Employee shall be re-entitled to receive his full
        salary.  If such illness or other incapacity shall endure for a
        continuous period of at least nine (9) months or for at least two hundred
        fifty
        (250) business days during any eighteen (18) month period, the Company shall
        have the right, by written notice, to terminate the Employee’s employment
        hereunder as of a date (not less than thirty (30) days after the date of
        the
        sending of such notice) to be specified in such notice.  The Employee
        agrees to submit himself for appropriate medical examination to a physician
        of
        the Company’s designation as necessary for purposes of this Paragraph
        6.1.
 
 6.2    
        The obligations of the Company under this Paragraph 6 may be satisfied, in
        whole
        or in part, by payments to the Employee under disability insurance provided
        by
        the Company.
  6.3     
        Notwithstanding the foregoing, in the event, at the time of any apparent
        incapacity, the Company has in effect a disability policy with respect to
        the
        Employee, the Employee shall be considered Disabled for purposes of Paragraph
        6.1 only if he is considered disabled for purposes of the policy.
   4
  7.
              **RESTRICTIVE
                  COVENANTS**
  7.1  (a)           The
        services of the Employee are unique and extraordinary and essential to the
        business of the Company, especially since the Employee shall have access
        to the
        Company’s customer lists, trade secrets and other privileged and confidential
        information essential to the Company’s business.  Therefore, the
        Employee agrees that, if the term of his employment hereunder shall expire
        or
        his employment shall at any time terminate for any reason whatsoever, with
        or
        without Cause (as hereinafter defined) and with or without Good Reason (as
        hereinafter defined), the Employee will not at any time during the one year
        period commencing with the date on which the Employee ceases to be employed
        by
        the Company because this Agreement has expired or this Agreement has been
        terminated by either party for any reason whatsoever (the “Cessation Date”) (the
“Restrictive Covenant Period”), without the prior written consent of the
        Company, directly or indirectly, anywhere within five (5) miles of the location
        of any office of the Company or any franchisee thereof, whether individually
        or
        as a principal, officer, employee, partner, shareholder, member, manager,
        director, agent of, or consultant or independent contractor to, any
        entity,
  (i)  engage
        or
        participate in a business which, as of the Cessation Date, is similar to
        or
        competitive with, directly or indirectly, that of the Company, including,
        without limitation, those businesses of the Parent described in its Annual
        Report on Form 10-KSB for the fiscal year ended December 31, 2006 (collectively,
        the “Current Businesses”) and shall not make any investments in any such similar
        or competitive entity, except that the foregoing shall not restrict the Employee
        from (A) acquiring up to one percent (1%) of the outstanding voting stock
        of any
        entity whose securities are listed on a stock exchange or Nasdaq or (B) engaging
        or participating in a business other than a Current Business (a “New Business”)
        if the revenues of such New Business for the preceding fiscal year are less
        than
        one percent (1%) of the consolidated revenues of the Parent for such preceding
        fiscal year;
  (ii)  cause
        or
        seek to persuade any director, officer, employee, customer, client, account,
        agent or supplier of, or consultant or independent contractor to, the Company,
        or others with whom the Company has a business relationship (collectively
        “Business Associates”), to discontinue or materially modify the status,
        employment or relationship of such person or entity with the Company, or
        to
        become employed in any activity similar to or competitive with the activities
        of
        the Company;
  (iii)  cause
        or
        seek to persuade any prospective customer, client, account or other Business
        Associate of the Company (which at or about the Cessation Date was then actively
        being solicited by the Company) to determine not to enter into a business
        relationship with the Company or to materially modify its contemplated business
        relationship;
  (iv)  hire,
        retain or associate in a business relationship with, directly or indirectly,
        any
        director, officer or employee of the Company; or
  5
 (v)  solicit
        or cause or authorize to be solicited, or accept, for or on behalf of him
        or any
        third party, any business from, or the entering into of a business relationship
        with,  (A) others who are, or were within one (l) year prior to the
        Cessation Date, a customer, client, account or other Business Associate of
        the
        Company, or (B) any prospective customer, client, account or other Business
        Associate of the Company which at or about the Cessation Date was then actively
        being solicited by the Company.
  The
        foregoing restrictions set forth in this Paragraph 7.1(a) shall apply likewise
        during the Term.
  (b)           Notwithstanding
        the foregoing, in the event that the Employee’s employment is terminated by the
        Company without Cause, or by the Employee for Good Reason, or ceases following
        a
        non-renewal of this Agreement beyond the Expiration Date (or, if this Agreement
        is renewed for a one year period beyond the Expiration Date pursuant to
        Paragraph 1.2, beyond such additional one-year period) (i.e., this Agreement
        is
        not renewed for a one-year term upon its initial expiration or, if renewed
        for a
        one-year period pursuant to Paragraph 1.2, it is not further renewed upon
        its
        expiration after such additional one-year period) (in each case, an “Entitlement
        Termination”), then the Restrictive Covenant Period shall instead be the six (6)
        month period commencing with the Cessation Date (the “Entitlement Restrictive
        Covenant Period”), except that, in such event, the Company may, upon written
        notice given to the Employee within one (1) month following the Cessation
        Date,
        extend the Entitlement Restrictive Covenant Period from six (6) months to
        one
        (1) year (an “Extension”).
  (c)           During
        the initial six (6) months of the Entitlement Restrictive Covenant Period,
        the
        Employee shall be entitled to receive from the Company an amount per annum
        equal
        to his Base Salary at the Cessation Date (payable over such six (6) month
        period), less all amounts the Employee is entitled to receive from the Company
        pursuant to Paragraph 11.5 hereof for such period and/or from third parties
        in
        consideration of services rendered, directly or indirectly, by the Employee
        to
        or for the third parties during such period (the “Initial Restrictive Covenant
        Amount”).  (For purposes of clarity, if the Base Salary at the
        Cessation Date is $110,000 for such six month period, the base Initial
        Restrictive Covenant Amount will be $110,000).  During the second six
        (6) months of the Entitlement Restrictive Covenant Period (if an Extension
        notice is given by the Company), the Employee shall be entitled to receive
        from
        the Company an amount per annum equal to his Base Salary at the Cessation
        Date
        (payable over such six (6) month period) (as clarified above), less all amounts
        the Employee is entitled to receive from the Company pursuant to Paragraph
        11.5
        hereof for such period and/or from third parties in consideration of services
        rendered, directly or indirectly, by the Employee to or for the third parties
        during such period (the “Restrictive Covenant
        Amount”).  Notwithstanding the foregoing, in the event of an
        Entitlement Termination, the Company may elect to release the Employee from
        the
        restrictions set forth in clause Paragraph 7.1 hereof during the Entitlement
        Restrictive Covenant Period by written notice to such effect given to the
        Employee at least six (6) months prior to the Cessation Date (in the event
        of an
        Entitlement Termination relating to a non-renewal of this Agreement) or within
        thirty (30) days following the Cessation Date (with respect to any other
        Entitlement Termination) .  In the event the Company sends such
        notice, it shall be relieved of its obligation to pay any portion of the
        Restrictive Covenant Amount with the exception of that portion of the thirty
        (30) days following the Cessation Date prior to the date on which the notice
        is
        given.
  6
 (d)           In
        the event that the Employee terminates this Agreement upon the happening
        of a
        Change in Control (as such term is hereinafter defined), then, in accordance
        with the provisions of Paragraph 11.6 hereof, this Agreement shall be cancelled
        and of no further force and effect and the Employee shall not be subject
        to the
        restrictions contained in this Paragraph 7.1.
  7.2  The
        Employee agrees to disclose promptly in writing to the Chief Executive Officer
        of the Company all ideas, processes, methods, devices, business concepts,
        inventions, improvements, discoveries, know-how and other creative achievements
        (hereinafter referred to collectively as “discoveries”), whether or not the same
        or any part thereof is capable of being patented, trademarked, copyrighted,
        or
        otherwise protected, which the Employee, while employed by the Company,
        conceives, makes, develops, acquires or reduces to practice, whether acting
        alone or with others and whether during or after usual working hours, and
        which
        are related to the Company’s business or interests, or are used or usable by the
        Company, or arise out of or in connection with the duties performed by the
        Employee.  The Employee hereby transfers and assigns to the Company
        all right, title and interest in and to such discoveries (whether conceived,
        made, developed, acquired or reduced to practice on or prior to the Effective
        Date or during his employment with the Company), including any and all domestic
        and foreign copyrights and patent and trademark rights therein and any renewals
        thereof.  On request of the Company, the Employee will, without any
        additional compensation, from time to time during, and after the expiration
        or
        termination of, the Term, execute such further instruments (including, without
        limitation, applications for copyrights, patents, trademarks and assignments
        thereof) and do all such other acts and things as may be deemed necessary
        or
        desirable by the Company to protect and/or enforce its right in respect of
        such
        discoveries.  All expenses of filing or prosecuting any patent,
        trademark or copyright application shall be borne by the Company, but the
        Employee shall cooperate, at the Company’s expense, in filing and/or prosecuting
        any such application.
  7.3  (a)           The
        Employee represents that he has been informed that it is the policy of the
        Company to maintain as secret all confidential information relating to the
        Company, including, without limitation, any and all knowledge or information
        with respect to secret or confidential methods, processes, plans, materials,
        customer lists or data, or with respect to any other confidential or secret
        aspect of the Company’s activities, and further acknowledges that such
        confidential information is of great value to the Company.  The
        Employee recognizes that, by reason of his employment with the Company, he
        will
        acquire confidential information as aforesaid.  The Employee confirms
        that it is reasonably necessary to protect the Company’s goodwill, and,
        accordingly, hereby agrees that he will not, directly or indirectly (except
        where authorized by the Chief Executive Officer or Board of Directors of
        the
        Company), at any time during the term of this Agreement or thereafter divulge
        to
        any person, firm or other entity, or use, or cause or authorize any person,
        firm
        or other entity to use, any such confidential information.
  (b)           The
        Employee agrees that he will not, at any time, remove from the Company’s
        premises any drawings, notebooks, software, data or other confidential
        information relating to the business and procedures heretofore or hereafter
        acquired, developed and/or used by the Company, except where necessary in
        the
        fulfillment of his duties hereunder.
   7
  (c)           The
        Employee agrees that, upon the expiration or termination of this Agreement
        or
        the termination of his employment with the Company for any reason whatsoever,
        he
        shall promptly deliver to the Company any and all drawings, notebooks, software,
        data and other documents and material, including all copies thereof, in his
        possession or under his control relating to any confidential information
        or
        discoveries, or which is otherwise the property of the Company.
  (d)           For
        purposes hereof, the term “confidential information” shall mean all information
        given to the Employee, directly or indirectly, by the Company and all other
        information relating to the Company otherwise acquired by the Employee during
        the course of his employment with the Company, other than information which
        (i)
        was in the public domain at the time furnished to, or acquired by, the Employee,
        or (ii) thereafter enters the public domain other than through disclosure,
        directly or indirectly, by the Employee or others in violation of an agreement
        of confidentiality or nondisclosure.
  7.4  For
        purposes of this Paragraph 7, the term “Company” shall mean and include the
        Company, the Parent and any and all subsidiaries and affiliates entities
        of the
        Parent or Company in existence from time to time.
  8.
              **VACATIONS;
                  LEAVE**
  8.1  The
        Employee shall be entitled to an aggregate of three (3) weeks vacation time
        for
        each twelve (12) month period during the Term commencing on the Effective
        Date,
        the time and duration thereof to be determined by mutual agreement between
        the
        Employee and the Chief Executive Officer of the Company.  Any vacation
        time not used by the end of the Term shall be forfeited without
        compensation.  In addition, the Employee shall not be entitled to
        carry over or use any vacation time that is unused as of the end of any twelve
        (12) month period during the Term.  Further, the Employee shall be
        entitled to the number of sick, personal, family, etc. days off during each
        twelve (12) month period of the Term as set forth in the Parent’s employee
        handbook.
  9.
              **PARTICIPATION
                  IN EMPLOYEE BENEFIT PLANS; STOCK
                  OPTIONS**
  9.1  The
        Employee shall be accorded the right to participate in and receive benefits
        under and in accordance with the provisions of any pension, profit sharing,
        insurance, medical and dental insurance or reimbursement (with family coverage)
        or other plan or program of the Company either in existence as of the Effective
        Date or thereafter adopted for the benefit generally of its executive
        employees.  Notwithstanding the foregoing, the Employee shall not be
        responsible for the payment of any premiums due with respect to any medical
        and
        dental insurance plan or program adopted by the Company during the Term and,
        in
        the event of an Entitlement Termination, during the Entitlement Restrictive
        Covenant Period.
  8
 9.2  On
        the
        Effective Date, pursuant to the Company’s 2005 Equity Participation Plan (the
“Plan”) and a Stock Option Agreement in, or substantially in, the form attached
        hereto as Exhibit A, the Company will grant to the Employee the right and
        option
        to purchase up to Fifty-Nine Thousand Five Hundred
        Twenty-Four  (59,524) Common Shares of the Company upon the terms set
        forth in the Stock Option Agreement (the “Options”).  The Company
        represents that the shares of common stock underlying the Options (the “Option
        Shares”) are included within a currently effective registration statement on
        Form S-8 filed with the Securities and Exchange Commission on or about March
        31,
        2006.  The Company agrees to continue to include the Option Shares in
        such registration statement or any successor registration statement which
        registers shares underlying options issued or to be issued pursuant to the
        Plan,
        as may be amended, supplemented and modified from time to time.
  10.
              **SERVICE
                  AS OFFICER AND
                  DIRECTOR**
  10.1  During
        the Term, the Employee shall, if elected or appointed, serve as (a) an officer
        of the Parent, Company and/or any subsidiaries of the Parent or Company in
        existence or hereafter created or acquired and (b) a director of the Company
        and/or any such subsidiaries of the Company in existence or hereafter created
        or
        acquired, in each case without any additional compensation for such
        services.  In the event the Parent or Company has in effect during the
        Term a director and officer liability insurance policy, the Parent or Company
        will include the Employee therein as a named insured.
  11.
              **EARLIER
                  TERMINATION**
  11.1  The
        Employee’s employment hereunder shall automatically terminate upon his death,
        may terminate at the option of the Company in the event of Cause, and may
        terminate at the option of the Employee for Good Reason.
  11.2  The
        Employee’s employment may be terminated by the Company at any time during the
        Term upon written notice for Cause.  As used in this Agreement,
“Cause” shall mean the Employee’s commission of any act in the performance of
        his duties constituting common law fraud, a felony or other gross malfeasance
        of
        duty, the Employee’s commission of any act involving moral turpitude which may
        reasonably be expected to result in material damage to the Company, any willful
        breach of any material representation, warranty or covenant on the Employee’s
        part herein set forth (which breach, if curable, is not cured by the Employee
        within ten (10) days of the Employee’s receipt of written notice thereof from
        the Company), or the Employee’s willful engagement in misconduct which is
        materially injurious to the Company, the Parent or any of its
        subsidiaries.
  11.3  The
        Employee’s employment may be terminated by the Employee at any time during the
        Term for Good Reason.  As used in this Agreement, “Good Reason” shall
        mean (a) any breach of any material covenant on the Company’s part (which
        breach, if curable, is not cured by the Company within ten (10) days of the
        Company’s receipt of written notice thereof from the Employee), (b) a material
        dimunition in the Employee’s duties and responsibilities (other than following
        an event constituting Cause) in his capacity as President of the Company,
        or (c)
        a requirement by the Company that the Employee be based at any office or
        location that is more than fifty (50) miles outside of (i) New York City,
        Albany, New York and Philadelphia, Pennsylvania and (ii) the triangle formed
        by
        joining the midpoints of such cities.
  9
 11.4  Upon
        termination of the Employee’s employment by the Company for Cause or by the
        Employee without Good Reason, the Company shall have no further obligations
        to
        the Employee, and the Employee shall be entitled to no further compensation
        from
        the Company, except for any pro-rata amounts due to the Employee at such
        date of
        termination, as provided for in Paragraphs 4.2 and 4.3 hereof.  In the
        event of the termination of the Employee’s employment by the Company for Cause
        or by the Employee without Good Reason, the amount to be paid to the Employee
        pursuant to this Paragraph 11.4 shall constitute the sole and exclusive remedy
        of the Employee, and the Employee shall not be entitled to any other or further
        compensation, rights or benefits hereunder or otherwise.
  11.5           In
        the event of the termination of the Employee’s employment by the Company during
        the Term without Cause or by the Employee for Good Reason, as liquidated
        damages, the Employee shall be entitled to receive the compensation to which
        he
        would have been entitled until the expiration of the Term pursuant to Paragraphs
        4.2 and 4.3 hereof, less all amounts the Employee is entitled to receive
        from
        third parties in consideration of services rendered, directly or indirectly,
        by
        the Employee to or for the third parties until the expiration of the
        Term.  Such
        compensation shall be payable to the Employee in accordance with the Company’s
        standard payroll practices as if his employment had continued.  The
        amount to be paid to the Employee pursuant to this Paragraph 11.5, and the
        potential amounts to be paid to the Employee pursuant to Paragraph 7.1, shall
        constitute the sole and exclusive remedy of the Employee, and the Employee
        shall
        not be entitled to any other or further compensation, rights or benefits
        hereunder or otherwise.
  11.6           The
        Employee may terminate this Agreement at any time within forty-five (45)
        days
        after a Change in Control, upon ten (10) days prior written notice to the
        Company.  Upon termination of the Employee’s employment by the Company
        due to a Change in Control, the Company shall have no further obligations
        to the
        Employee, and the Employee shall be entitled to no further compensation from
        the
        Company, except for any pro-rata amounts due to the Employee at such date
        of
        termination, as provided for in Paragraphs 4.2 and 4.3 hereof.  In the
        event of the termination of the Employee’s employment by the Company by the
        Employee due to a Change in Control, the amount to be paid to the Employee
        pursuant to this Paragraph 11.6 shall constitute the sole and exclusive remedy
        of the Employee, and the Employee shall not be entitled to any other or further
        compensation, rights or benefits hereunder or otherwise.  For the
        purposes of this Agreement, the term “Change in Control” shall mean, except in
        connection with, or in relation to, a capital revising transaction:
  (a)  the
        transfer, through one transaction or a series of related transactions, either
        directly or indirectly, or through one or more intermediaries, of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the Securities
        Exchange Act of 1934) of 50% or more of either the then outstanding shares
        of
        common stock or the combined voting power of the Parent’s then outstanding
        voting securities entitled to vote generally in the election of directors,
        or
        the last of any series of transfers that results in the transfer of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the Securities
        Exchange Act of 1934) of 50% or more of either the then outstanding shares
        of
        common stock or the combined voting power of the Parent’s then outstanding
        voting securities entitled to vote generally in the election of
        directors;
 
 10
 (b)  approval
        by the shareholders of the Parent of a merger or consolidation, with respect
        to
        which persons who were the shareholders of the Parent immediately prior to
        such
        merger or consolidation do not, immediately thereafter, own more than 50%
        of the
        combined voting power entitled to vote generally in the election of directors
        of
        the merged or consolidated company’s then outstanding voting securities, or a
        liquidation or dissolution of the Parent or the sale of all or substantially
        all
        of the assets of the Parent;
 
 (c)  the
        transfer, through
        one transaction or a series of related transactions, of more than
        50%**of the assets of the Parent, or the last of any series of
        transfers that results in the transfer of more than 50% of the assets of
        the
        Parent.  For purposes of this paragraph, the determination of what
        constitutes more than 50% of the assets of the Parent shall be determined
        based
        on the most recent financial statement prepared by the Parent’s independent
        accountants; or
 
 (d)  during
        any calendar
        year, individuals who at the beginning of such year constituted the Board
        of
        Directors of the Parent and any new director or directors whose election
        by the
        Board of Directors was approved by a vote of a majority of the directors
        then
        still in office who either were directors at the beginning of the year or
        whose
        election or nomination for election was previously so approved, cease for
        any
        reason to constitute a majority thereof provided, however, that this provision
        will not be triggered in the event the Employee votes or causes other
        stockholders to vote their shares to cause said change to the directorship
        of
        the Parent.
 
 12.
              **INJUNCTIVE
                  RELIEF; REMEDIES**
  12.1  The
        Employee acknowledges and agrees that, in the event he shall violate or threaten
        to violate any of the restrictions of Paragraph 3 or 7 hereof, the Company
        will
        be without an adequate remedy at law and will therefore be entitled to enforce
        such restrictions by temporary or permanent injunctive or mandatory relief
        in
        any court of competent jurisdiction without the necessity of proving
        damages.
  12.2  The
        Employee agrees further that the Company shall have the following additional
        rights and remedies:
  (i)           The
        right and remedy to require the Employee to account for and pay over to the
        Company all profits derived or received by him as the result of any transactions
        constituting a breach of any of the provisions of Paragraph 7.1, and the
        Employee hereby agrees to account for and pay over such profits to the Company;
        and
  11
 (ii)           The
        right to recover attorneys’ fees incurred in any action or proceeding in which
        it seeks to enforce its rights under Paragraph 7 hereof and is successful
        on any
        grounds.
  12.3  Each
        of
        the rights and remedies enumerated above shall be independent of the other,
        and
        shall be severally enforce­able, and all of such rights and remedies shall
        be in addition to, and not in lieu of, any other rights and remedies available
        to the Company under law or in equity.
  12.4  The
        parties hereto intend to and hereby confer jurisdiction to enforce the covenants
        contained in Paragraph 7.1 upon the courts of any jurisdiction within the
        geographical scope of such covenants (a “Jurisdiction”).  In the event
        that the courts of any one or more of such Jurisdictions shall hold such
        covenants unenforceable by reason of the breadth of their scope or otherwise,
        it
        is the intention of the parties hereto that such determination not bar or
        in any
        way affect the Company’s right to the relief provided above in the courts of any
        other Jurisdiction, as to breaches of such covenants in such other respective
        Jurisdictions, the above covenants as they relate to each Jurisdiction being,
        for this purpose, severable into diverse and independent covenants.
  13.
              **NO
                  RESTRICTIONS**
  13.1  The
        Employee hereby represents that neither the execution of this Agreement nor
        his
        performance hereunder will (a) violate, conflict with or result in a breach
        of
        any provision of, or constitute a default (or an event which, with notice
        or
        lapse of time or both, would constitute a default) under the terms, conditions
        or provisions of any contract, agreement or other instrument or obligation
        to
        which the Employee is a party, or by which he may be bound, or (b) violate
        any
        order, judgment, writ, injunction or decree applicable to the
        Employee.  In the event of a breach hereof, in addition to the
        Company’s right to terminate this Agreement, the Employee shall indemnify the
        Company and hold it harmless from and against any and all claims, losses,
        liabilities, costs and expenses (including reasonable attorneys’ fees) incurred
        or suffered in connection with or as a result of the Company’s entering into
        this Agreement or employing the Employee hereunder.
  14.
              **ARBITRATION**
  14.1  Except
        with regard to Paragraph 12.1 hereof and any other matters that are not a
        proper
        subject of arbitration, all disputes between the parties hereto concerning
        the
        performance, breach, construction or interpretation of this Agreement or
        any
        portion thereof, or in any manner arising out of this Agreement or the
        performance thereof, shall be submitted to binding arbitration, in accordance
        with the rules of the American Arbitration Association.  The
        arbitration proceeding shall take place at a mutually agreeable location
        in
        Nassau County, New York or such other location as agreed to by the
        parties.  Further, either party shall be entitled to rely upon the
        advice and counsel of expert(s) in the area of employment law in connection
        with
        any such arbitration.
  14.2  The
        award
        rendered by the arbitrator shall be final, binding and conclusive, shall
        be
        specifically enforceable, and judgment may be entered upon it in accordance
        with
        applicable law in the appropriate court in the State of New York, with no
        right
        of appeal therefrom.
  12
 14.3  The
        losing party shall pay its or his own expenses of arbitration, the expenses
        of
        the arbitrator and the arbitration proceeding, as well as the arbitration
        costs
        and expenses incurred by the prevailing party (including all reasonable
        attorney’s fees and expenses incurred in connection therewith) in any such
        matter.
  15.
              **ASSIGNMENT**
  15.1  This
        Agreement, as it relates to the employment of the Employee, is a personal
        contract and the rights and interests of the Employee hereunder may not be
        sold,
        transferred, assigned, pledged or hypothecated.
  16.
              **NOTICES**
  16.1  Any
        notice required or permitted to be given pursuant to this Agreement shall
        be
        deemed to have been duly given when delivered by hand or sent by certified
        or
        registered mail, return receipt requested and postage prepaid, overnight
        mail or
        courier or telecopier as follows:
  If
        to the
        Employee:
  Curt
        M.
        Hapward
 16
        Twin
        Brook Road
 West
        Caldwell, New Jersey 07006
 Telecopier
        Number:  (973) 618-9332
  with
        a
        copy to:
  Riker,
        Danzig, Scherer, Hyland & Peretti LLP
 Headquarters
        Plaza
 One
        Speedwell Avenue
 Morristown,
        NJ 07692
 Attention:
        William G. Connolly
 Telecopier
        Number:  (973) 538-1984
 
 13
 If
        to the
        Company:
  c/o
        DCAP
        Group, Inc.
 1158
        Broadway
 Hewlett,
        New York 11557
 Attention:
        Chief Executive Officer
 Telecopier
        Number:  (516) 794-4529
  with
        a
        copy to:
  Certilman
        Balin Adler & Hyman, LLP
 90
        Merrick Avenue
 East
        Meadow, New York 11554
 Attention:  Russell
        H. Stern
 Telecopier
        Number:  (516) 296-7111
  or
        at
        such other address as any party shall designate by notice to the other party
        given in accordance with this Paragraph 16.1.
  17.
              **GOVERNING
                  LAW**
  17.1  This
        Agreement shall be governed by, and construed and enforced in accordance
        with,
        the laws of the State of New York applicable to agreements made and to be
        performed entirely in New York.
  18.
              **WAIVER
                  OF BREACH; PARTIAL
                  INVALIDITY**
  18.1  The
        waiver by either party of a breach of any provision of this Agreement shall
        not
        operate or be construed as a waiver of any subsequent breach.  If any
        provision, or part thereof, of this Agreement shall be held to be invalid
        or
        unen­forceable, such invalidity or unenforceability shall attach only to
        such provision and not in any way affect or render invalid or unenforceable
        any
        other provisions of this Agreement, and this Agreement shall be carried out
        as
        if such invalid or unenforceable provision, or part thereof, had been reformed,
        and any court of competent jurisdiction or arbitrators, as the case may be,
        are
        authorized to so reform such invalid or unenforceable provision, or part
        thereof, so that it would be valid, legal and enforceable to the fullest
        extent
        permitted by applicable law.
  14
  19.
              **ENTIRE
                  AGREEMENT**
  19.1  This
        Agreement constitutes the entire agreement between the parties with respect
        to
        the subject matter hereof and there are no representations, warranties or
        commitments except as set forth herein.  This Agreement supersedes all
        prior agreements, understandings, negotiations and discussions, whether written
        or oral, of the parties hereto relating to the subject matter
        hereof.  This Agreement may be amended, and any provision hereof
        waived, only by a writing executed by the party sought to be
        charged.  No amendment or waiver on the part of the
        Company  shall be valid unless approved by its Board of
        Directors.
  20.
              **COUNTERPARTS**
  20.1  This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument.
  21.
              **FACSIMILE
                  SIGNATURES**
  21.1  Signatures
        hereon which are transmitted via facsimile shall be deemed original
        signatures.
  22.****
              **REPRESENTATION
                  BY COUNSEL;
                  INTERPRETATION**
  22.1  The
        Employee acknowledges that he has been represented by counsel in connection with
        this Agreement. Accordingly, any rule or law or any legal decision that would
        require the interpretation of any claimed ambiguities in this Agreement against
        the party that drafted it has no application and is expressly waived by the
        Employee.  The provisions of this Agreement shall be interpreted in a
        reasonable manner to give effect to the intent of the parties
        hereto.
  23.****
              **HEADINGS**
  23.1  The
        headings and captions under sections and paragraphs of this Agreement are
        for
        convenience of reference only and do not in any way modify, interpret or
        construe the intent of the parties or affect any of the provisions of this
        Agreement.
  [Remainder
        of page intentionally left blank.  Signature page
        follows.]
  15
  **IN
        WITNESS WHEREOF**,
        the undersigned have executed this Agreement as of the day and year above
        written.
  **DCAP
                  MANAGEMENT CORP.**By:
              /s/
Barry
                GoldsteinBarry
                GoldsteinChief
                Executive Officer/s/Curt
                HapwardCurt
                Hapward