AMENDMENT NO. 2, dated as of June 29, 2004 (but  effective as of January 1,
2004), to EMPLOYMENT AGREEMENT,  dated as of May 10, 2001 (the "Amendment"),  by
and between DCAP GROUP, INC., a Delaware corporation (the "Company"),  and BARRY
GOLDSTEIN (the "Employee").

                                    RECITALS

     WHEREAS,  the  Company  and  the  Employee  are  parties  to an  Employment
Agreement  dated as of May 10, 2001 (as  amended,  the  "Employment  Agreement")
which sets forth the terms and conditions upon which the Employee is employed by
the Company and upon which the Company compensates the Employee.

     WHEREAS,  the  Company  and the  Employee  desire to amend  the  Employment
Agreement to provide for an increase of the Employee's  salary effective January
1, 2004.

     NOW, THEREFORE,  in consideration of the foregoing,  and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties,  intending  to be legally  bound,  hereby  agree as
follows:

1.   Pursuant  to Section 4.2 of the  Employment  Agreement,  the parties  agree
that,  effective January 1, 2004, the Employee's salary for the remainder of the
term of the Employment  Agreement shall be Three Hundred Fifty Thousand  Dollars
($350,000).

2.   Except as amended hereby,  the Employment  Agreement shall continue in full
force and effect in accordance with its terms.

3.   This  Amendment  shall be governed  by, and  interpreted  and  construed in
accordance  with,  the laws of the  State of New York,  excluding  choice of law
principles thereof.  In the event any clause,  section or part of this Amendment
shall be held or  declared to be void,  illegal or invalid  for any reason,  all
other clauses, sections or parts of this Amendment which can be effected without
such  void,  illegal  or invalid  clause,  section  or part  shall  nevertheless
continue in full force and effect.

4.   This Amendment 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.

5.   Signatures  hereon  which are  transmitted  via  facsimile  shall be deemed
original signatures.

6.   The Employee  acknowledges  that he has been  represented by counsel or has
been afforded an opportunity  to be  represented  by counsel in connection  with
this  Amendment.  Accordingly,  any rule or law or any legal decision that would
require the interpretation of any claimed  ambiguities in this Amendment against
the party that  drafted it has no  application  and is  expressly  waived by the
Employee.  The provisions of this Amendment shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.

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     IN WITNESS  WHEREOF,  the  Company  and the  Employee  have  executed  this
Amendment as of the date first above written.

                                        DCAP GROUP, INC.

                                        By: /s/ Morton L. Certilman
                                           -------------------------------------
                                               Morton L. Certilman, Secretary


                                        /s/ Barry Goldstein
                                        ----------------------------------------
                                        Barry Goldstein