ex10b.htm


    AMENDMENT
NO. 4 TO SECURED SUBORDINATED

    PROMISSORY
NOTES AND WARRANTS

    


    DCAP
GROUP, INC.

    1158
Broadway

    Hewlett,
New York 11558

    


    August
13, 2008

    


    Jack
Seibald as representative and attorney-in-

    fact for
the holders of the Secured Subordinated

    Promissory
Notes of DCAP Group, Inc., dated

    July 10,
2003, in the outstanding aggregate

    principal
amount of $1,500,000 as set forth

    on
Schedule A attached hereto

    1336
Boxwood Drive West

    Hewlett
Harbor, NY  11557

    


    Dear
Jack:

    


    Reference
is made to the Secured Subordinated Promissory Notes of DCAP Group, Inc. (the
“Company”), dated July 10, 2003, in the outstanding aggregate principal amount
of $1,500,000 (collectively, the “Notes”) and held by the persons and entities
set forth on Schedule A attached hereto (collectively, the
“Noteholders”).

     

    All
capitalized terms used and not defined herein shall have the meanings ascribed
thereto in the Notes.

     

    The parties agree as
follows:

     

    1. The
Maturity Date for each of the Notes is hereby extended from September 30, 2008
to the earlier of (a) July 10, 2009 or (b) ninety (90) days following the
effective date on which Commercial Mutual Insurance Company (“CMIC”) is
converted from an advance premium cooperative insurance company to a stock
property and casualty insurance company and the surplus notes of CMIC held by
the Company are converted into a controlling interest in CMIC (subject to
acceleration as hereinafter provided).

     

    2. On the
date on which the aggregate principal amount of the Notes is paid in full, an
additional amount (the “Additional Amount”) equal to $10,000 (in the aggregate
for all of the Noteholders), multiplied by the number of whole or partial
calendar months from October 1, 2008 through the Maturity Date, shall be paid to
the Noteholders.  Notwithstanding the foregoing, in the event that a
portion, but not all, of the aggregate principal amount of the Notes is paid,
from the date on which such partial payment is made and through the Maturity
Date, the $10,000 amount shall be reduced proportionately to the extent of the
partial payment.  The Noteholders shall be entitled to their
respective pro rata portion of the Additional Amount based upon the principal
amount of their Note redeemed in relation to the aggregate principal amount of
the Notes redeemed.  As an illustration of the foregoing, in the event
the entire $1,500,000 aggregate principal amount of the Notes is paid on July
10, 2009, the Additional Amount for the Noteholders, in the aggregate, would be
$100,000 ($10,000 x 10 months (October 2008 through July 2009)).  As a
further illustration of the foregoing, in the event $750,000 of the aggregate
principal amount of the Notes is paid on February 14, 2009 and the remaining
$750,000 aggregate principal amount of the Notes is paid on July 10, 2009, the
Additional Amount for the Noteholders, in the aggregate, would be $72,500
($10,000 x 4.5 months (October 2008 through February 14, 2009) plus $5,000
(based on one-half of the aggregate principal amount of the Notes having been
repaid) x 5.5 months (February 15, 2009 through July 2009)) and would be payable
on July 10, 2009.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. In the
event that the Company consummates a sale of assets, borrows funds, and/or
consummates a debt or equity financing, and/or any combination of the foregoing,
the Company shall each time a transaction is consummated, use the net proceeds
from such transaction in the following order of priority:  (x) set
aside $750,000 on a cumulative basis for working capital needs, (y) satisfy the
Company’s existing indebtedness, if any, to Manufacturers and Traders Trust
Company; and (z) prepay the principal amounts of the Notes on a pro rata
basis.

     

    4. The
Company agrees that, prior to the payment in full of the amounts due under the
Notes, it will not grant a security interest in any of its assets as security
for the repayment of indebtedness.

     

    5. This
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter hereof, and supersedes all prior agreements or understandings as
to such subject matter.

     

    6. No
amendment or modification of this Agreement shall be valid unless made in
writing and signed by the party to be charged therewith.

     

    7. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, assigns and personal
representatives.

     

    8. This
Agreement shall be construed and interpreted and the rights granted herein
governed in accordance with the laws of New York, without giving effect to
conflict of laws principles.

     

    9. The
parties acknowledge that they have been represented by counsel, or have been
accorded the opportunity to be represented by counsel, in connection with this
Agreement.  Accordingly, any rule or law or any legal decision that
would require the interpretation of any claimed ambiguities in this Agreement
against the party that drafted it has no application and is expressly waived by
the parties.  The provisions of this Agreement shall be interpreted in
a reasonable manner to give effect to the intent of the parties
hereto.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    10. Except as
amended hereby, the Notes and shall continue in full force and effect in
accordance with their respective terms.

     

    Very
truly yours,

    


    DCAP
GROUP, INC.

    


    By: /s/
Barry B.
Goldstein             

          Barry
B. Goldstein, President

    


    


    Agreed:

     

    /s/
Jack
Seibald                                             


    Jack
Seibald, as representative and attorney-in-

    fact for
the holders of the Secured Subordinated

    Promissory
Notes of DCAP Group, Inc., dated

    July 10,
2003, in the outstanding aggregate principal amount

    of
$1,500,000 as set forth on Schedule A attached hereto


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A


    


    


    
      	
               

               

              Name

            	 
      	
               

              Outstanding
      Principal

              Amount of Note

            
	
              IRA
      FBO Stewart R. Spector,

                 Pershing
      LLC Custodian

            	 
      	
               

              $461,538.49

            
	
               

              IRA
      FBO Jack D. Seibald,

                   Pershing
      LLC Custodian

            	 
      	
               

               

              $288,461.54

            
	
               

              J.M.J
      Realty Company

            	 
      	
               

              $230,769.23

            
	
               

              Sanders
      Opportunity Fund (Inst.), LP

            	 
      	
               

              $166,153.85

            
	
               

              Take-Two
      Capital LP

            	 
      	
               

              $115,384.61

            
	
               

              Sanders
      Opportunity Fund, LP

            	 
      	
               

              $64,615.39

            
	
               

              Michael
      Rosen and Catherine Rosen

            	 
      	
               

              $57,692.31

            
	
               

              Kidstone
      LLC

            	 
      	
               

              $115,384.61