CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                DCAP GROUP, INC.
                         (Pursuant to Section 242 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 THAT:

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

          SECOND:  The Restated  Certificate of Incorporation of the Corporation
is hereby  amended  to (i)  effect a  one-for-five  reverse  stock  split of the
Corporation's  issued and outstanding  shares of Common Stock, and (ii) decrease
the number of shares of Common Stock that the Corporation shall be authorized to
issue.

          THIRD:  Paragraph (a) of Article FOURTH of the Restated Certificate of
Incorporation  of the  Corporation  is hereby amended in its entirety to read as
follows:

          "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."

          FOURTH: Article FOURTH of the Restated Certificate of Incorporation of
the Corporation is hereby amended to include new subparagraph "(f)", which shall
read as follows:

          "(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  foregoing  amendments  were duly  adopted and approved in
accordance with the provisions of Section 242 of the General  Corporation Law of
the State of Delaware.

          SIXTH:  The foregoing  amendments  shall be effective as of August 26,
2004 at 9:00 a.m.

          IN WITNESS  WHEREOF,  this  Certificate  of  Amendment of the Restated
Certificate  of  Incorporation  has  been  executed  by  the  President  of  the
Corporation on this 23rd day of August, 2004.


                                           DCAP GROUP, INC.



                                           By: /s/ Barry B. Goldstein
                                               --------------------------
                                               Barry B. Goldstein
                                               President