AMENDMENT NO. 1, dated as of
August 25, 2008, to EMPLOYMENT
AGREEMENT, dated as of October 16, 2007 (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 October 16, 2007
(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 Employee serves
as Chairman of the Board (“Chairman”)  and Chief Investment Officer
(“CIO”) of Commercial Mutual Insurance Company (“CMIC”).





WHEREAS, the Employee has
entered into an Employment Contract with CMIC (the “CMIC Employment Contract”)
pursuant to which, among other things, he will be required to devote a
significant portion of his working hours to the fulfillment of his duties and
responsibilities as Chairman and CIO of CMIC and he will be entitled to receive
compensation from CMIC in consideration therefor.




WHEREAS, the Company and the
Employee desire to amend the Employment Agreement to give effect to the
Employee’s entering into the CMIC Employment Contract.




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.  Paragraph
3.1 of the Employment Agreement is amended to read as follows:


“3.1           During
the Term, the Employee shall expend all of his working time for the Company
(subject to the further provisions hereof); 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.  Notwithstanding the foregoing, during the
term of the Employment Contract between Commercial Mutual Insurance Company
(“CMIC”) and the Employee, dated as of July 1, 2008 (the “CMIC Employment
Contract”), the Employee shall be entitled to devote up to the number of hours
per year currently provided for in the CMIC Employment Contract in the
fulfillment of his duties and responsibilities as Chairman of the Board and
Chief Investment Officer of CMIC, it being understood and agreed that such
permitted activity is subject to the reduction in Base Salary provided for in
Paragraph 4.2 hereof.”




2.  The
following sentence is added to the end of Paragraph 4.2 of the Employment
Agreement:




“4.2           Effective
July 1, 2008, the Base Salary shall be reduced on a dollar-for-dollar basis to
the extent of the salary payable by CMIC to the Employee pursuant to the CMIC
Employment Contract.







3.  Except as
amended hereby, the Employment Agreement shall continue in full force and effect
in accordance with its terms.  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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of page intentionally left blank.  Signature page
follows.}












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