**EMPLOYMENT
AGREEMENT** , dated
September 24, 2004 by, and between **DCAP
GROUP, INC.** , **** a
Delaware corporation (the “Company”), and **JACK
WILLIS** (the
“Employee”).





**RECITALS**





**WHEREAS** , the
Company and the Employee desire to enter into an employment agreement which will
set forth the terms and conditions upon which the Employee shall be employed by
the Company and upon which the Company shall compensate the Employee.





**NOW,
THEREFORE** , in
consideration of the foregoing and the mutual covenants hereinafter set forth,
the parties hereto have agreed, and do hereby agree, as follows:





1.  **EMPLOYMENT;
TERM**





1.1  The
Company will employ the Employee in its business, and the Employee will work for
the Company therein, as its Chief Operating Officer for a term commencing as of
October 18, 2004 (the “Effective Date”) and terminating on the third anniversary
of the Effective Date (the “Expiration Date”), subject to earlier termination as
hereinafter provided (the employment period, as earlier terminated or as
extended as provided for herein, being referred to as the “Term”).





1.2  This
Agreement will automatically renew for a one-year term upon its initial
expiration and at the end of each renewal period, unless (a) the Employee has
voluntarily terminated his employment, or (b) the Employee's employment has been
earlier terminated as provided in this Agreement, or (c) the Company provides to
the Employee not less than one year's prior express written notice that this
Agreement is not to be renewed.





1.3  Upon the
expiration of the Term or the termination of the Employee’s employment with the
Company for any reason whatsoever, he shall be deemed to have resigned all of
his positions as an employee, officer and director of the Company and of each
and every subsidiary thereof.





2.  **DUTIES**





2.1  During
the Term, the Employee shall serve as the Company’s Chief Operating Officer and
shall perform duties of an executive character consisting of administrative and
managerial responsibilities on behalf of the Company of the type and nature
generally assigned to chief operating officers and such further duties of an
executive character as shall, from time to time, be delegated or assigned to him
by the Chief Executive Officer or the Board of Directors of the Company
consistent with the Employee’s position.





3.  **DEVOTION
OF TIME** ****





3.1  During
the Term, the Employee shall expend all of his working time for the Company;
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. The Employee shall be
permitted to engage in charity work, tend to personal financial and legal
affairs and, subject to the prior written consent of the Company, serve on the
Board of Directors of other business organizations, provided that such
activities do not interfere with his full-time services to the
Company.
















4.  **COMPENSATION**





4.1  For all
services to be rendered by the Employee during the Term, and in consideration of
the Employee’s representations and covenants set forth in this Agreement, the
Employee shall be entitled to receive from the Company compensation as set forth
in Paragraph 4.2.





4.2  During
the Term, the Employee shall be entitled to receive a salary at the rate of two
hundred thousand dollars ($200,000) per annum (“Base Salary”). The Employee
shall be entitled to such additional compensation as may be determined from time
to time by the Board of Directors of the Company in its sole discretion. All
amounts due hereunder shall be payable in accordance with the Company’s standard
payroll practices.





5.  **REIMBURSEMENT
OF EXPENSES**





5.1  The
Company shall pay directly, or reimburse the Employee for, all reasonable and
necessary expenses and disbursements incurred by the Employee for and on behalf
of the Company in the performance of his duties during the Term.





5.2 The
Employee shall submit to the Company, not less than once in each calendar month,
reports of such expenses and disbursements in form normally used by the Company
and receipts with respect thereto and the Company’s obligations under Paragraph
5.1 hereof shall be subject to compliance therewith.





5.3  During
the Term, the Employee shall be entitled to receive a monthly automobile
allowance of seven hundred fifty dollars ($750).





6.  **DISABILITY;
INSURANCE** ****





6.1 If,
during the Term, the Employee, in the opinion of a majority of all of the
members of the Board of Directors of the Company (excluding the Employee if he
is a member), as confirmed by competent medical evidence, shall become
physically or mentally incapacitated to perform his duties for the Company
hereunder (“Disabled”) for a continuous period, then for the first six (6)
months of such period he shall receive his full salary. In no event, however,
shall the Employee be entitled to receive any payments under this Paragraph 6.1
beyond the expiration or termination date of this Agreement. Effective with the
date of his resumption of full employment, the Employee shall be re-entitled to
receive his full salary. If such illness or other incapacity shall endure for a
continuous period of at least nine (9) months or for at least two hundred fifty
(250) business days during any eighteen (18) month period, the Company shall
have the right, by written notice, to terminate the Employee’s employment
hereunder as of a date (not less than thirty (30) days after the date of the
sending of such notice) to be specified in such notice. The Employee agrees to
submit himself for appropriate medical examination to a physician of the
Company’s designation as necessary for purposes of this Paragraph
6.1.













2





6.2  The
obligations of the Company under this Paragraph 6 may be satisfied, in whole or
in part, by payments to the Employee under disability insurance provided by the
Company.





6.3 Notwithstanding
the foregoing, in the event, at the time of any apparent incapacity, the Company
has in effect a disability policy with respect to the Employee, the Employee
shall be considered Disabled for purposes of Paragraph 6.1 only if he is
considered disabled for purposes of the policy.





6.4  The
Company agrees to obtain a disability insurance policy on behalf of the Employee
(subject to the Employee’s satisfying any requirements therefor) and maintain
such policy in effect during the Term. Such policy (which shall be in addition
to the Company’s group policy for its employees) shall provide for such amount
of annual coverage as may be obtained for a premium of $6,500 per annum with
respect thereto.





7.  **RESTRICTIVE
COVENANTS**






7.1  (a) The
services of the Employee are unique and extraordinary and essential to the
business of the Company, especially since the Employee shall have access to the
Company’s customer lists, trade secrets and other privileged and confidential
information essential to the Company’s business. Therefore, the Employee agrees
that, if the term of his employment hereunder shall expire or his employment
shall at any time terminate for any reason whatsoever, with or without Cause (as
hereinafter defined) and with or without Good Reason (as hereinafter defined),
the Employee will not at any time during the one year period commencing with the
date on which the Employee ceases to be employed by the Company (the “Cessation
Date”) (the “Restrictive Covenant Period”), without the prior written consent of
the Company, directly or indirectly, (I) anywhere within five (5) miles of the
location of any office of the Company or any franchisee thereof or (II) with
respect to the Company’s premium finance business and any other business with
respect to which the Company requires a license to operate, within any state in
which the Company has a license to operate, in each case at the Cessation Date,
whether individually or as a principal, officer, employee, partner, shareholder,
member, manager, director, agent of, or consultant or independent contractor to,
any entity,


(i)  engage or
participate in a business which, as of the Cessation Date, is similar to or
competitive with, directly or indirectly, that of the Company and shall not make
any investments in any such similar or competitive entity, except that the
foregoing shall not restrict the Employee from acquiring up to one percent (1%)
of the outstanding voting stock of any entity whose securities are listed on a
stock exchange or Nasdaq or from providing services to an insurance company
whose then annual premiums exceed $1 billion;






3


(ii)  cause or
seek to persuade any director, officer, employee, customer, client, account,
agent or supplier of, or consultant or independent contractor to, the Company,
or others with whom the Company has a business relationship (collectively
“Business Associates”), to discontinue or materially modify the status,
employment or relationship of such person or entity with the Company, or to
become employed in any activity similar to or competitive with the activities of
the Company;





(iii)  cause or
seek to persuade any prospective customer, client, account or other Business
Associate of the Company (which at or about the Cessation Date was then actively
being solicited by the Company) to determine not to enter into a business
relationship with the Company or to materially modify its contemplated business
relationship;





(iv)  hire,
retain or associate in a business relationship with, directly or indirectly, any
director, officer or employee of the Company; or





(v)  solicit
or cause or authorize to be solicited, or accept, for or on behalf of him or any
third party, any business from, or the entering into of a business relationship
with, (A) others who are, or were within one (l) year prior to the Cessation
Date, a customer, client, account or other Business Associate of the Company, or
(B) any prospective customer, client, account or other Business Associate of the
Company which at or about the Cessation Date was then actively being solicited
by the Company.





The
foregoing restrictions set forth in this Paragraph 7.1(a) shall apply likewise
during the Term.





(b)  Notwithstanding
the foregoing, in the event that the Employee’s employment is terminated by the
Company without Cause, or by the Employee for Good Reason, or ceases following a
non-renewal of this Agreement (in each case, an “Entitlement Termination”), then
the Restrictive Covenant Period shall instead be the six (6) month period
commencing with the Cessation Date (the “Entitlement Restrictive Covenant
Period”), except that, in such event, the Company may, upon written notice given
to the Employee within one (1) month following the Cessation Date, extend the
Entitlement Restrictive Covenant Period from six (6) months to one (1) year (an
“Extension”).





(c)  During
the initial six (6) months of the Entitlement Restrictive Covenant Period, the
Employee shall be entitled to receive from the Company an amount per annum equal
to two-thirds (2/3) of his Base Salary (payable over such six (6) month period),
less all amounts the Employee is entitled to receive from the Company pursuant
to Paragraph 11.5 hereof for such period and/or from third parties in
consideration of services rendered, directly or indirectly, by the Employee to
or for the third parties during such period (the “Initial Restrictive Covenant
Amount”). During the second six (6) months of the Entitlement Restrictive
Covenant Period (if an Extension notice is given by the Company), the Employee
shall be entitled to receive from the Company an amount per annum equal to his
Base Salary (payable over such six (6) month period), less all amounts the
Employee is entitled to receive from the Company pursuant to Paragraph 11.5
hereof for such period and/or from third parties in consideration of services
rendered, directly or indirectly, by the Employee to or for the third parties
during such period (together with the Initial Restrictive Covenant Amount, the
“Restrictive Covenant Amount”). Notwithstanding the foregoing, in the event of
an Entitlement Termination, the Company may elect to release the Employee from
the restrictions set forth in clause (i) of Paragraph 7.1 (a) hereof during the
Entitlement Restrictive Covenant Period by written notice to such effect given
to the Employee at least three (3) months prior to the Cessation Date (in the
event of an Entitlement Termination relating to a non-renewal of this Agreement)
or within thirty (30) days following the Cessation Date (with respect to any
other Entitlement Termination) . In the event the Company sends such notice, it
shall be relieved of its obligation to pay any portion of the Restrictive
Covenant Amount.







4


7.2  The
Employee agrees to disclose promptly in writing to the Chief Executive Officer
of the Company all ideas, processes, methods, devices, business concepts,
inventions, improvements, discoveries, know-how and other creative achievements
(hereinafter referred to collectively as “discoveries”), whether or not the same
or any part thereof is capable of being patented, trademarked, copyrighted, or
otherwise protected, which the Employee, while employed by the Company,
conceives, makes, develops, acquires or reduces to practice, whether acting
alone or with others and whether during or after usual working hours, and which
are related to the Company’s business or interests, or are used or usable by the
Company, or arise out of or in connection with the duties performed by the
Employee. The Employee hereby transfers and assigns to the Company all right,
title and interest in and to such discoveries (whether conceived, made,
developed, acquired or reduced to practice on or prior to the Effective Date or
during his employment with the Company), including any and all domestic and
foreign copyrights and patent and trademark rights therein and any renewals
thereof. On request of the Company, the Employee will, without any additional
compensation, from time to time during, and after the expiration or termination
of, the Term, execute such further instruments (including, without limitation,
applications for copyrights, patents, trademarks and assignments thereof) and do
all such other acts and things as may be deemed necessary or desirable by the
Company to protect and/or enforce its right in respect of such discoveries. All
expenses of filing or prosecuting any patent, trademark or copyright application
shall be borne by the Company, but the Employee shall cooperate in filing and/or
prosecuting any such application.





7.3  (a)  The
Employee represents that he has been informed that it is the policy of the
Company to maintain as secret all confidential information relating to the
Company, including, without limitation, any and all knowledge or information
with respect to secret or confidential methods, processes, plans, materials,
customer lists or data, or with respect to any other confidential or secret
aspect of the Company’s activities, and further acknowledges that such
confidential information is of great value to the Company. The Employee
recognizes that, by reason of his employment with the Company, he will acquire
confidential information as aforesaid. The Employee confirms that it is
reasonably necessary to protect the Company’s goodwill, and, accordingly, hereby
agrees that he will not, directly or indirectly (except where authorized by the
Chief Executive Officer or Board of Directors of the Company), at any time
during the term of this Agreement or thereafter divulge to any person, firm or
other entity, or use, or cause or authorize any person, firm or other entity to
use, any such confidential information.







5


(b)  The
Employee agrees that he will not, at any time, remove from the Company’s
premises any drawings, notebooks, software, data or other confidential
information relating to the business and procedures heretofore or hereafter
acquired, developed and/or used by the Company, except where necessary in the
fulfillment of his duties hereunder.




(c)  The
Employee agrees that, upon the expiration or termination of this Agreement or
the termination of his employment with the Company for any reason whatsoever, he
shall promptly deliver to the Company any and all drawings, notebooks, software,
data and other documents and material, including all copies thereof, in his
possession or under his control relating to any confidential information or
discoveries, or which is otherwise the property of the Company.





(d)  For
purposes hereof, the term “confidential information” shall mean all information
given to the Employee, directly or indirectly, by the Company and all other
information relating to the Company otherwise acquired by the Employee during
the course of his employment with the Company, other than information which (i)
was in the public domain at the time furnished to, or acquired by, the Employee,
or (ii) thereafter enters the public domain other than through disclosure,
directly or indirectly, by the Employee or others in violation of an agreement
of confidentiality or nondisclosure.





7.4  For
purposes of this Paragraph 7, the term “Company” shall mean and include any and
all subsidiaries and affiliates entities of the Company in existence from time
to time.





8.  **VACATIONS;
LEAVE** ****





8.1  The
Employee shall be entitled to an aggregate of four (4) weeks vacation time for
each twelve (12) month period during the Term commencing on the Effective Date,
the time and duration thereof to be determined by mutual agreement between the
Employee and the Chief Executive Officer of the Company. Any vacation time not
used by the end of the Term shall be forfeited without compensation. In
addition, the Employee shall not be entitled to carry over or use any vacation
time that is unused as of the end of any twelve (12) month period during the
Term.





9.  **PARTICIPATION
IN EMPLOYEE BENEFIT PLANS; STOCK OPTIONS**





9.1  The
Employee shall be accorded the right to participate in and receive benefits
under and in accordance with the provisions of any pension, profit sharing,
insurance, medical and dental insurance or reimbursement (with family coverage)
or other plan or program of the Company either in existence as of the Effective
Date or thereafter adopted for the benefit generally of its executive employees.
Notwithstanding the foregoing, the Employee shall not be responsible for the
payment of any premiums due with respect to any medical and dental insurance
plan or program adopted by the Company.





9.2  On the
Effective Date, pursuant to the Company’s 1998 Stock Option Plan (the “Plan”)
and a Stock Option Agreement in, or substantially in, the form attached hereto
as Exhibit A, the Company will grant to the Employee the right and option to
purchase up to seventy thousand (70,000) Common Shares of the Company upon the
terms set forth in the Stock Option Agreement (the “Options”). The Company
represents that the shares of common stock underlying the Options (the “Option
Shares”) are included within a currently effective registration statement on
Form S-8 filed with the Securities and Exchange Commission on or about March 27,
2003. The Company agrees to continue to include the Option Shares in such
registration statement or any successor registration statement which registers
shares underlying options issued or to be issued pursuant to the Plan, as may be
amended, supplemented and modified from time to time.













6


10.  **SERVICE
AS OFFICER AND DIRECTOR** ****





10.1  During
the Term, the Employee shall, if elected or appointed, serve as (a) an officer
of the Company and/or any subsidiaries of the Company in existence or hereafter
created or acquired and (b) a director of the Company and/or any such
subsidiaries of the Company in existence or hereafter created or acquired, in
each case without any additional compensation for such services. In the event
the Company has in effect during the Term a director and officer liability
insurance policy, the Company will include the Employee therein as a named
insured.





11.  **EARLIER
TERMINATION**





11.1  The
Employee’s employment hereunder shall automatically terminate upon his death,
may terminate at the option of the Company in the event of Cause, and may
terminate at the option of the Employee for Good Reason.





11.2  The
Employee’s employment may be terminated by the Company at any time during the
Term upon written notice for Cause. As used in this Agreement, “Cause” shall
mean the Employee’s commission of any act in the performance of his duties
constituting common law fraud, a felony or other gross malfeasance of duty, the
Employee’s commission of any act involving moral turpitude, any material
misrepresentation by the Employee (including, without limitation, a breach of
any representation set forth in Paragraph 13.1 hereof), any breach of any
material covenant on the Employee’s part herein set forth (which breach, if
curable, is not cured by the Employee within ten (10) days of the Employee’s
receipt of written notice thereof from the Company), or the Employee’s
engagement in misconduct which is materially injurious to the Company or any of
subsidiaries.





11.3  The
Employee’s employment may be terminated by the Employee at any time during the
Term for Good Reason. As used in this Agreement, “Good Reason” shall mean (a)
any breach of any material covenant on the Company’s part (which breach, if
curable, is not cured by the Company within ten (10) days of the Company’s
receipt of written notice thereof from the Employee), (b) a material dimunition
in the Employee’s duties and responsibilities (other than following an event
constituting Cause) or (c) a requirement by the Company that the Employee be
based at any office or location that is more than fifty (50) miles outside of
(i) New York City, Albany, New York and Philadelphia, Pennsylvania and (ii) the
triangle formed by joining the midpoints of such cities.





11.4  Upon
termination of the Employee = s
employment by the Company for Cause or by the Employee without Good Reason, the
Company shall have no further obligations to the Employee, and the Employee
shall be entitled to no further compensation from the Company, except for any
pro-rata amounts due to the Employee at such date of termination, as provided
for in Paragraph 4.2. In the event of the termination of the
Employee = s
employment by the Company for Cause or by the Employee without Good Reason, the
amount to be paid to the Employee pursuant to this Paragraph 11.4 shall
constitute the sole and exclusive remedy of the Employee, and the Employee shall
not be entitled to any other or further compensation, rights or benefits
hereunder or otherwise.







7


11.5  In the
event of the termination of the Employee’s employment by the Company during the
Term without Cause or by the Employee for Good Reason, as liquidated damages,
the Employee shall be entitled to receive the compensation to which he would
have been entitled until the expiration of the Term pursuant to Paragraph 4.2
hereof, less all amounts the Employee is entitled to receive from third parties
in consideration of services rendered, directly or indirectly, by the Employee
to or for the third parties until the expiration of the Term. Such
compensation shall be payable to the Employee in accordance with the Company’s
standard payroll practices as if his employment had continued. The amount to be
paid to the Employee pursuant to this Paragraph 11.5 shall constitute the sole
and exclusive remedy of the Employee, and the Employee shall not be entitled to
any other or further compensation, rights or benefits hereunder or
otherwise.




12.  **INJUNCTIVE
RELIEF; REMEDIES**





12.1  The Employee
acknowledges and agrees that, in the event he shall violate or threaten to
violate any of the restrictions of Paragraph 3 or 7 hereof, the Company will be
without an adequate remedy at law and will therefore be entitled to enforce such
restrictions by temporary or permanent injunctive or mandatory relief in any
court of competent jurisdiction without the necessity of proving damages.





12.2  The
Employee agrees further that the Company shall have the following additional
rights and remedies:





(i)  The right
and remedy to require the Employee to account for and pay over to the Company
all profits derived or received by him as the result of any transactions
constituting a breach of any of the provisions of Paragraph 7.1, and the
Employee hereby agrees to account for and pay over such profits to the Company;
and





(ii)  The right
to recover attorneys’ fees incurred in any action or proceeding in which it
seeks to enforce its rights under Paragraph 7 hereof and is successful on any
grounds.





12.3  Each of
the rights and remedies enumerated above shall be independent of the other, and
shall be severally enforce-able, and all of such rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity.







8





12.4  The
parties hereto intend to and hereby confer jurisdiction to enforce the covenants
contained in Paragraph 7.1 upon the courts of any jurisdiction within the
geographical scope of such covenants (a “Jurisdiction”). In the event that the
courts of any one or more of such Jurisdic-tions shall hold such covenants
unenforce-able by reason of the breadth of their scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the Company’s right to the relief provided above in the courts of any
other Jurisdiction, as to breaches of such covenants in such other respective
Jurisdictions, the above covenants as they relate to each Jurisdiction being,
for this purpose, severable into diverse and independent covenants.





13.  **NO
RESTRICTIONS** ****




13.l  The Employee hereby
represents that neither the execution of this Agreement nor his performance
hereunder will (a) violate, conflict with or result in a breach of any provision
of, or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under the terms, conditions or provisions of
any contract, agreement or other instrument or obligation to which the Employee
is a party, or by which he may be bound, or (b) violate any order, judgment,
writ, injunction or decree applicable to the Employee. In the event of a breach
hereof, in addition to the Company’s right to terminate this Agreement, the
Employee shall indemnify the Company and hold it harmless from and against any
and all claims, losses, liabilities, costs and expenses (including reasonable
attorneys’ fees) incurred or suffered in connection with or as a result of the
Company’s entering into this Agreement or employing the Employee hereunder.





14.  **ARBITRATION**





14.1  Except with regard to
Paragraph 12.1 hereof and any other matters that are not a proper subject of
arbitration, all disputes between the parties hereto concerning the performance,
breach, construction or interpretation of this Agreement or any portion thereof,
or in any manner arising out of this Agreement or the performance thereof, shall
be submitted to binding arbitration, in accordance with the rules of the
American Arbitration Association. The arbitration proceeding shall take place at
a mutually agreeable location in Nassau County, New York or such other location
as agreed to by the parties.





14.2  The award
rendered by the arbitrator shall be final, binding and conclusive, shall be
specifically enforceable, and judgment may be entered upon it in accordance with
applicable law in the appropriate court in the State of New York, with no right
of appeal therefrom.





14.3  Each
party shall pay its or his own expenses of arbitration, and the expenses of the
arbitrator and the arbitration proceeding shall be equally shared.





15.  **ASSIGNMENT**





15.1  This
Agreement, as it relates to the employment of the Employee, is a personal
contract and the rights and interests of the Employee hereunder may not be sold,
transferred, assigned, pledged or hypothecated.




9




16.  **NOTICES**


16.1  Any
notice required or permitted to be given pursuant to this Agreement shall be
deemed to have been duly given when delivered by hand or sent by certified or
registered mail, return receipt requested and postage prepaid, overnight mail or
courier or telecopier as follows:




If to the
Employee:





53
Concetta Lane


Bristol,
Connecticut 06010





with a
copy to:





St. John
& Wayne, L.L.C.


Two Penn
Plaza East, 10 th Floor


Newark,
New Jersey 07105


Attention:
Lee A. Albanese, Esq.


Telecopier
Number: (973) 491-3408





If to the
Company:





1158
Broadway


Hewlett,
New York 11557


Attention:
Chief Executive Officer


Telecopier
Number: (516) 794-4529





with a
copy to:





Certilman
Balin Adler & Hyman, LLP


90
Merrick Avenue


East
Meadow, New York 11554


Attention:
Fred S. Skolnik, Esq.


Telecopier
Number: (516) 296-7111





or at
such other address as any party shall designate by notice to the other party
given in accordance with this Paragraph 16.1.





17.  **GOVERNING
LAW** ****





17.1  This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York applicable to agreements made and to be
performed entirely in New York.




10


18.  **WAIVER
OF BREACH; PARTIAL INVALIDITY** ****





18.1  The
waiver by either party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach. If any provision,
or part thereof, of this Agreement shall be held to be invalid or
unen-forceable, such invalidity or unenforceability shall attach only to such
provision and not in any way affect or render invalid or unenforceable any other
provisions of this Agreement, and this Agreement shall be carried out as if such
invalid or unenforceable provision, or part thereof, had been reformed, and any
court of competent jurisdiction or arbitrators, as the case may be, are
authorized to so reform such invalid or unenforceable provision, or part
thereof, so that it would be valid, legal and enforceable to the fullest extent
permitted by applicable law.





19.  **ENTIRE
AGREEMENT**





19.1  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and there are no representations, warranties or
commitments except as set forth herein. This Agreement supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral, of the parties hereto relating to the subject matter hereof. This
Agreement may be amended, and any provision hereof waived, only by a writing
executed by the party sought to be charged. No amendment or waiver on the part
of the Company shall be valid unless approved by its Board of
Directors.





20.  **COUNTERPARTS**





20.1  This
Agreement 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.





21.  **FACSIMILE
SIGNATURES**





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





22.  **REPRESENTATION
BY COUNSEL; INTERPRETATION**





22.1  The
Employee acknowledges that he has been 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
Employee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.








11




23.  **HEADINGS** ****





23.1  The
headings and captions under sections and paragraphs of this Agreement are for
convenience of reference only and do not in any way modify, interpret or
construe the intent of the parties or affect any of the provisions of this
Agreement.





***Remainder
of page intentionally left blank; Signature page
follows}***










12





**IN
WITNESS WHEREOF** , the
undersigned have executed this Agreement as of the day and year above written.




**DCAP GROUP,
      INC.**By:
    /s/ Barry B.
    GoldsteinBarry
      B. Goldstein, President
  ****By:
    /s/ Jack WillisJack
      Willis