RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                DCAP GROUP, INC.

                      (Pursuant to Section 242 & 245 of the
                      General Corporation Law of Delaware)

     DCAP GROUP, INC., a corporation  organized and existing under and by virtue
of the provisions of the General  Corporation  Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: The name of the Corporation is DCAP Group,  Inc. The Corporation was
originally  incorporated  pursuant to the General  Corporation Law on August 25,
1961 under the name Executive House, Inc.



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     SECOND: The Corporation is hereby integrating into a single document all of
the  provisions of its  Certificate  of  Incorporation  which are  heretofore in
effect and operative and at the same time is hereby  amending its Certificate of
Incorporation as follows: (a) it is amending Article THIRD of its Certificate of
Incorporation  to broaden the corporate  purposes of the  Corporation to include
any  lawful  act or  activity  for which  corporations  may be  organized  under
Delaware  law,  (b)  it  is  amending  Article  FOURTH  of  its  Certificate  of
Incorporation  to  increase  the  number  of shares  of  Common  Stock  that the
Corporation shall be authorized to issue from 25,000,000 to 40,000,000,  and (c)
it is amending Article FOURTH of its Certificate of Incorporation to provide for
the  establishment  of 1,000,000 shares of Preferred Stock which the Corporation
shall  have  the  authority  to  issue  and to vest  authority  in the  Board of
Directors to issue  Preferred  Stock, in one or more series and with such voting
powers,  designations,   preferences,  and  relative  participating,   optional,
conversion   and  other  rights,   and  such   qualifications,   limitations  or
restrictions thereon as determined by the Board of Directors.

     THIRD:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
amended and restated to read in its entirety as follows:

     "FIRST. The name of the corporation is DCAP Group, Inc.

     SECOND. Its registered office in the State of Delaware is located at United
Corporate  Services,  Inc., 15 East North Street in the City of Dover, County of
Kent, State of Delaware, 19901. The name of its registered agent at that address
is United Corporate Services, Inc.

     THIRD. The nature of the business of the  corporation,  and the objects and
purposes to be transacted,  promoted and carried on by it, shall be to engage in
any lawful act or activity for which  corporations  may be  organized  under the
General Corporation Law of Delaware.



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     FOURTH.  (a) The aggregate  number of shares of stock which the corporation
shall have the authority to issue is eleven million  (11,000,000),  of which ten
million  (10,000,000)  shares shall be designated  as Common  Stock,  with a par
value of $.01,  and one  million  (1,000,000)  shares  shall  be  designated  as
Preferred Stock, with a par value of $.01.

          (b)  Each share of Common  Stock shall  entitle the holder  thereof to
one vote, in person or by proxy, at any and all meetings of the  stockholders of
the corporation,  on all propositions  before such meetings;  except that at all
elections of directors of the corporation each stockholder  shall be entitled to
as many  votes  as shall  equal  the  number  of votes  which  (except  for this
provision as to cumulative voting) he would be entitled to cast for the election
of  directors  with respect to his shares of stock  multiplied  by the number of
directors  to be  elected,  and that he may cast all of such  votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them, as he may see fit.

          (c) No  stockholder,  as such,  shall  have any  pre-emptive  right to
subscribe  for  or  purchase  any  additional  shares  of  stock  or  securities
convertible  into or carrying  warrants or options to acquire shares of stock of
the corporation.

          (d)  Any  and  all  right,  title,  interest  and  claim  in or to any
dividends  declared by the  corporation,  whether in cash,  stock or  otherwise,
which are  unclaimed  by the  stockholder  entitled  thereto for a period of six
years after the close of business on the payment date, shall be and be deemed to
be extinguished and abandoned and such unclaimed  dividends in the possession of
the corporation, its transfer agents or depositaries,  shall at such time become
the absolute  property of the corporation,  free and clear of any and all claims
of any persons whatsoever.




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          (e) The Board of  Directors  hereby is vested  with the  authority  to
provide for the issuance of the  Preferred  Stock,  at any time and from time to
time,  in one or more  series,  each of such series to have such voting  powers,
designations,  preferences and relative participating,  optional, conversion and
other rights, and such  qualifications,  limitations or restrictions  thereon as
expressly provided in the resolution or resolutions duly adopted by the Board of
Directors  providing  for the  issuance  of such shares or series  thereof.  The
authority  which hereby is vested in the Board of Directors  shall include,  but
not be limited to, the authority to provide for the following  matters  relating
to each series of the Preferred Stock:

               (i) The designation of any series.

               (ii) The number of shares initially constituting any such series.

               (iii) The  increase,  and the  decrease to a number not less than
the number of the outstanding shares of any such series, of the number of shares
constituting such series theretofore fixed.

               (iv) The rate or rates  and the times at which  dividends  on the
shares of Preferred  Stock or any series  thereof shall be paid,  and whether or
not  such  dividends  shall  be  cumulative,  and,  if such  dividends  shall be
cumulative, the date or dates from and after which they shall accumulate.

               (v)  Whether  or not the  shares  of  Preferred  Stock or  series
thereof shall be redeemable,  and, if such shares shall be redeemable, the terms
and conditions of such  redemption,  including,  but not limited to, the date or
dates upon or after which such  shares  shall be  redeemable  and the amount per
share which shall be payable upon such  redemption,  which amount may vary under
different conditions and at different redemption dates.



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               (vi) The  amount  payable  on the  shares of  Preferred  Stock or
series  thereof  in the  event  of the  voluntary  or  involuntary  liquidation,
dissolution  or  winding  up of the  Corporation;  provided,  however,  that the
holders of shares  ranking  senior to other shares shall be entitled to be paid,
or to have set apart for payment,  not less than the  liquidation  value of such
shares  before the  holders of shares of the Common  Stock or the holders of any
other series of Preferred Stock ranking junior to such shares.

               (vii)  Whether  or not the  shares of  Preferred  Stock or series
thereof shall have voting rights,  in addition to the voting rights  provided by
law, and, if such shares shall have such voting rights, the terms and conditions
thereof, including but not limited to the right of the holders of such shares to
vote as a separate  class  either  alone or with the holders of shares of one or
more other  class or series of  Preferred  Stock and the right to have more than
one vote per share.

               (viii)  Whether or not a sinking  fund shall be provided  for the
redemption of the shares of Preferred  Stock or series  thereof,  and, if such a
sinking fund shall be provided, the terms and conditions thereof.

               (ix)  Whether or not a purchase  fund shall be  provided  for the
shares of Preferred Stock or series thereof,  and, if such a purchase fund shall
be provided, the terms and conditions thereof.

               (x)  Whether  or not the  shares  of  Preferred  Stock or  series
thereof  shall  have  conversion  privileges,  and,  if such  shares  shall have
conversion privileges, the terms and conditions of conversion, including but not
limited  to any  provision  for the  adjustment  of the  conversion  rate or the
conversion price.



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               (xi) Any  other  relative  rights,  preferences,  qualifications,
limitations and restrictions.

          (f) Each five (5)  shares of Common  Stock  (the "Old  Common  Stock")
issued and outstanding or held in treasury as of the close of business on August
25, 2004 (the "Effective  Time") shall be reclassified as, and changed into, one
(1) share of Common  Stock,  $.01 par value per share (the "New Common  Stock"),
without any action by the holders  thereof.  Stockholders  who, at the Effective
Time,  would own a fraction of a share of New Common Stock shall,  in respect of
such fractional interest,  be entitled to receive from the corporation,  in lieu
of a  fraction  of a share of New Common  Stock,  an amount in cash equal to the
product obtained by multiplying (i) the closing price of the Old Common Stock on
August 25, 2004,  as reported on the OTC Bulletin  Board,  by (ii) the number of
shares of Old Common Stock held by such  stockholder  that would  otherwise have
been exchanged for such fractional  share interest.  Each certificate that as of
the  Effective  Time  represented  shares of Old Common  Stock shall  thereafter
represent that number of shares of New Common Stock into which the shares of Old
Common  Stock  represented  by such  certificate  shall have been  reclassified;
provided,  however,  that each person  holding of record a stock  certificate or
certificates  that  represented  shares of Old Common Stock shall receive,  upon
surrender of such certificate or certificates, a new certificate or certificates
evidencing  and  representing  the number of shares of New Common Stock to which
such person is entitled.

     FIFTH.  The  minimum  amount of  capital  with which the  corporation  will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH.  The  names and  places of  residence  of the  incorporators  are as
follows:

                    Names                     RESIDENCES
                    -----                     ----------

                    S.H. Livesay              Wilmington, Delaware
                    L.A. Kyritsis             Wilmington, Delaware
                    S. S. Galaska             Wilmington, Delaware

     SEVENTH. The corporation is to have perpetual existence.

     EIGHTH.  The private property of the  stockholders  shall not be subject to
the payment of corporate debts to any extent whatever.

     NINTH.  In  furtherance  and not in limitation  of the powers  conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.



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     To set  apart  out of any of the  funds of the  corporation  available  for
dividends a reserve or reserves  for any proper  purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution  passed by a majority of the whole board, to designate one or
more  committees,  each  committee to consist of two or more of the directors of
the  corporation,  which,  to the extent  provided in the  resolution  or in the
by-laws of the corporation,  shall have and may exercise the powers of the board
of directors in the  management of the business and affairs of the  corporation,
and may authorize the seal of the  corporation to be affixed to all papers which
may require it. Such  committee or  committees  shall have such name or names as
may be stated in the by-laws of the  corporation  or as may be  determined  from
time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose,  or when authorized by the written consent
of the  holders of a majority of the voting  stock  issued and  outstanding,  to
sell,  lease or  exchange  all of the  property  and assets of the  corporation,
including  its good  will and its  corporate  franchises,  upon  such  terms and
conditions and for such  consideration,  which may be in whole or in part shares
of stock in, and/or other securities of, any other  corporation or corporations,
as its board of directors shall deem expedient and for the best interests of the
corporation.


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     TENTH.  Whenever a  compromise  or  arrangement  is proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any creditor or stockholder  thereof,  or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders of this corporation, as the case may be, to be summoned in such
manner as the said  court  directs.  If a majority  in the  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  corporation,  as the  case  may  be,  and  also on this
corporation.

     ELEVENTH.  Meetings  of  stockholders  may be held  outside  the  State  of
Delaware,  if the by-laws so provide.  The books of the  corporation may be kept
(subject to any provision



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contained in the statutes) outside the State of Delaware at such place or places
as may be  designated  from  time to time by the  board of  directors  or in the
by-laws of corporation.  Elections of directors need not be by ballot unless the
by-laws of the corporation shall so provide.

     TWELFTH. The corporation may enter into contracts or transact business with
one or more of its  directors,  or with  any  firm of  which  one or more of its
directors are members or with any trust,  firm,  corporation  or  association in
which any one or more of its directors is a stockholder,  director or officer or
otherwise  interested,  and  any  such  contract  or  transaction  shall  not be
invalidated  in the absence of fraud because such director or directors  have or
may have interests  therein which are or might be adverse to the interest of the
corporation,  even though the presence  and/or vote of the director or directors
having such adverse  interest  shall have been  necessary to constitute a quorum
and/or to obligate the  corporation  upon such contract or  transaction;  and no
director having such adverse  interest shall be liable to this corporation or to
any  stockholder  or  creditor  thereof,  or to any other  person,  for any loss
incurred by it under or by reason of any such contract or transaction; nor shall
any such director or directors be accountable for any gains or profits  realized
thereon.

     THIRTEENTH.  Each  director and each  officer now or hereafter  serving the
corporation  or, at the request of the  corporation,  any other  corporation  in
which the corporation has an interest as stockholder or creditor, and his heirs,
executors  and  administrators,  shall be  indemnified  and held harmless by the
corporation from and against all costs, expenses and liabilities,



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including  but not limited to counsel fees and amounts of judgments  and amounts
paid in  settlement,  which may be imposed upon or incurred by him in connection
with or  resulting  from any  claim  made  against  him or any  action,  suit or
proceeding in which he may be involved,  by reason of his being or having been a
director or officer of the corporation or any of such other corporation, whether
or not he continues to be a director or officer at the time such costs, expenses
and  liabilities  are  imposed  or  incurred;  provided,  however,  that no such
director or officer shall be so indemnified (a) with respect to any matter as to
which he shall, in any such action,  suit or proceeding,  be finally adjudged to
be liable for  misconduct  in the  performance  of his  duties as a director  or
officer, or (b) in the event of a settlement of any such claim,  action, suit or
proceeding   unless  (i)  such   settlement   shall,   with   knowledge  of  the
indemnification   provided   for  hereby,   be  approved  by  the  court  having
jurisdiction of such claim,  action,  suit or proceeding or (ii) such settlement
shall have been made upon the  written  opinion of  independent  legal  counsel,
selected  by or in a  manner  determined  by  the  board  of  directors  of  the
corporation,  to the effect that there is no reasonable  ground of liability for
misconduct  on the part of such  director or officer and that the entire cost of
such  settlement will not  substantially  exceed the estimated cost of defending
such claim,  action,  suit or  proceeding to a final  conclusion.  The foregoing
rights of indemnification shall be in addition to any other rights to which such
director or officer may otherwise be entitled as a matter of law.

     FOURTEENTH.  The corporation  reserves the right to amend, alter, change or
repeal any provision  contained in this  certificate  of  incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.


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     FIFTEENTH. No director of the corporation shall be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability (i) for breach of the director's  duty
of loyalty to the  corporation or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

     SIXTEENTH.  If action is to be taken by the stockholders of the corporation
without a meeting,  then the written consent of the holders of all of the shares
of capital stock  entitled to vote on such action shall be required to take such
action,  unless the action has been  authorized by the Board of Directors of the
corporation, in which case the written consent of the holders of not less than a
majority of the shares of capital stock entitled to vote on such action shall be
required to take such action."

     FOURTH:  This  Restated  Certificate  of  Incorporation  was  duly  adopted
pursuant to the  provisions of Section 245 of the Delaware  General  Corporation
Law.



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