Exhibit 10(w) $1,303,434 Promissory Note


     

    PROMISSORY
      NOTE

    


    


    January
      31, 2006

    


    $1,303,434

    


    FOR
      VALUE RECEIVED,
      DCAP
      GROUP, INC.,
      a
      Delaware corporation (the “Maker”), having an address as indicated under its
      name, hereby promises to pay to the order of EAGLE
      INSURANCE COMPANY,
      a New
      Jersey domiciled stock insurance company (the “Payee”), at 999 Stewart Avenue,
      Bethpage, New York 11714, or at such other place as the Payee may from time
      to
      time designate in writing, in immediately available funds, the principal sum
      of
ONE
      MILLION THREE HUNDRED THREE THOUSAND FOUR HUNDRED THIRTY-FOUR DOLLARS
      ($1,303,434),
      together with interest thereon from the date hereof at the rate of seven and
      one-half percent (7.5%) per annum, six (6) months from the date hereof (the
      “Maturity Date”).

     

    This
      Note
      is given pursuant to the Surplus Note Purchase Agreement of even date by and
      between the Maker and the Payee.

     

    The
      Maker
      may, at its option, at any time and from the time to time, prepay all or any
      part of the principal balance of this Note, without penalty or
      premium.

     

    In
      the
      event the Maker (a) makes a general assignment for the benefit of creditors;
      (b)
      is adjudicated a bankrupt or insolvent; (c) files a voluntary petition in
      bankruptcy or a petition or an answer seeking an arrangement with creditors;
      (d)
      takes advantage of any bankruptcy, insolvency or readjustment of debt law or
      statute or files an answer admitting the material allegations of a petition
      filed against the Maker in any proceeding under any such law; or (e) has entered
      against the Maker a court order approving a petition filed against the Maker
      under the Federal Bankruptcy Act (provided that, in the case of an involuntary
      petition, such petition shall not have been dismissed or stayed within sixty
      (60) days following the filing thereof), then in each and every such event,
      the
      Payee may, by written notice to the Maker, declare the entire unpaid principal
      amount of this Note then outstanding, together with accrued interest thereon,
      to
      be forthwith due and payable, whereupon the same shall become forthwith due
      and
      payable. 

     

    If
      this
      Note is not paid when due and payable, the interest rate payable hereon shall
      increase, commencing and effective with the date on which payment was due and
      payable, to the rate of twelve percent (12%) per annum.

     

    This
      Note
      may not be waived, changed, modified or discharged orally, but only by an
      agreement in writing, signed by the party against whom enforcement of any
      waiver, change, modification or discharge is sought.

     

    The
      Maker
      agrees to pay all costs of collection including reasonable attorney’s
      fees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Maker
      and any endorsers hereof, for themselves and their respective representatives,
      successors and assigns, expressly waive presentment, protest, notice of
      dishonor, notice of maturity and notice of protest.

     

    Any
      notice or other communication or delivery required or permitted to be given
      or
      made pursuant to this Note shall be in writing and shall be deemed to have
      been
      duly given or made when delivered by hand or sent by certified or registered
      mail (return receipt requested and postage prepaid), or overnight mail or
      courier, to the Maker at the address stated herein or at such other address
      of
      which the Maker shall have notified the Payee in writing as aforesaid and to
      the
      Payee at 999 Stewart Avenue, Bethpage, New York 11714, Attention: Philbert
      Nezamoodeen or at such other address of which the Payee shall have notified
      the
      Maker in writing as aforesaid. Copies of any notice or other communication
      or
      delivery to the Maker shall be sent to Certilman Balin Adler & Hyman, LLP,
      90 Merrick Avenue, East Meadow, New York 11554, Attention: Fred Skolnik, Esq.
      and American
      Insurance Management, 7808 Ardmore Avenue, Suite 200, Wyndmoor, Pennsylvania
      19038, Attention: Alexander T. Farley, President. Copies of any notice or other
      communication or delivery to the Payee shall be sent to Jasper Jackson, Esq.
      Eagle Insurance Company, 999 Stewart Avenue, Bethpage, New York 11714 and
      American Insurance Management, 7808 Ardmore Avenue, Suite 200, Wyndmoor,
      Pennsylvania 19038, Attention: Alexander T. Farley, President.

    


    This
      Note
      shall be governed by, and construed in accordance with, the laws of the State
      of
      New York, excluding conflict of law principles thereof. 

     

    The
      individual who executed this Note on behalf of the Maker was duly authorized
      and
      empowered to take such action on the Maker’s behalf and to bind the Maker by his
      signature hereto.

     

    
      	 	 	 
	 	DCAP
              GROUP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Barry
              B. Goldstein, President
	 	
              Address:  1158
                Broadway

                                
                Hewlett,
                New York 11557