**AMENDMENT
      NO. 2 TO SECURED SUBORDINATED**


**PROMISSORY
      NOTES AND WARRANTS**





DCAP
      GROUP, INC.


1158
      Broadway


Hewlett,
      New York 11558





March
      23,
      2007





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 $1,384,615.39 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 $1,384,615.39 (collectively, the “Notes”) and held by the persons and
      entities set forth on Schedule A attached hereto (collectively, the
“Noteholders”).





Reference
      is also made to the Warrants issued by the Company, dated July 10, 2003, to
      the
      Noteholders for the purchase of an aggregate of 90,000 shares of Common Stock
      of
      the Company (collectively, the “Warrants”).





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





The
      parties agree that, in consideration of the extension hereby of the outside
      date
      by which the Warrants may be exercised from 5:00 P.M., Eastern Time, on
      September 30, 2007 to 5:00 P.M., Eastern Time, on September 30, 2008, the
      Maturity Date for each of the Notes is hereby extended from September 30, 2007
      to September 30, 2008. Except as amended hereby, the Notes and the Warrants
      shall continue in full force and effect in accordance with their respective
      terms.





Very
      truly yours,





**DCAP
      GROUP, INC.**





By:
      ___________________


Barry
      B.
      Goldstein, President


**Agreed:**







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
      $1,384,615.39 as set forth on Schedule A attached hereto





**SCHEDULE
      A**











**Name**
            
            
            **Outstanding
                Principal**
              **Amount
                of Note**
            
            
            **Number
                of Shares**
              **of
                Common Stock**
              **Subject
                to Warrant**IRA
                FBO Stewart R. Spector,
              Pershing
                LLC Custodian
            
            $
            461,538.49
            
            
            30,000IRA
                FBO Jack D. Seibald,
              Pershing
                LLC Custodian
            
            $
            288,461.54
            
            
            18,750J.M.J
                Realty Company
            
            $
            230,769.23
            
            
            15,000Sanders
                Opportunity Fund (Inst.), LP
            
            $
            166,153.85
            
            
            10,800Take-Two
                Capital LP
            
            $
            115,384.61
            
            
            7,500Sanders
                Opportunity Fund, LP
            
            $
            64,615.39
            
            
            4,200Michael
                Rosen and Catherine Rosen
            
            $
            57,692.31
            
            
            3,750