Amendment No. 1 to Employment Agreement of Barry Goldstein




AMENDMENT NO.
1, dated as
of March 18, 2003 (but effective as of January 1, 2003), 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 have entered into an Employment Agreement dated as of
May 10, 2001 (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
(i) an increase of the Employee’s salary effective January 1, 2003, (ii) a bonus
for the 2002 calendar year, and (iii) an automobile allowance effective January
1, 2003. 




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 as follows: (i)
the Employee shall be entitled to a bonus of Fifty Thousand Dollars ($50,000)
for the 2002 calendar year, and (ii) effective January 1, 2003, the Employee’s
salary for the remainder of the term of the Employment Agreement shall be Three
Hundred Thousand Dollars ($300,000). 




2.     A new
Section 5.3 of the Employment Agreement shall be inserted and shall read in its
entirety
as follows:




“5.3
Commencing January 1, 2003, the Employee shall be entitled to receive a monthly
automobile allowance of One Thousand Dollars ($1,000).”




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




4.     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.




5.     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.




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























7.     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.




Remainder
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





	 	 	 
	 	
	 
 	 
 	 
 
		By:  	/s/ Barry
  Goldstein
	 	
      

      Barry
      Goldstein