REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated [________], 1999 (the "Agreement"), by
and between  DCAP Group,  Inc.,  a Delaware  corporation  (the  "Company"),  and
_______________,  the holder of ______ units of the Company  sold in  connection
with the Company's Private Placement (as defined below) (individually a "Holder"
and collectively with the holders of other Units, the "Holders").

     WHEREAS,  the Company  has  proposed  to offer,  pursuant to the  Company's
private placement  offering (the "Private  Placement"),  a minimum of $1,000,000
and a maximum of  $2,000,000  of units of the Company (the  "Units"),  each Unit
consisting of (i) 45,453 shares of the Company's common stock ("Common  Stock");
(ii) 15,151 Class A Common Stock  purchase  warrants  (the "Class A  Warrants"),
each Warrant  entitling the holder thereof to purchase one share of Common Stock
at an exercise  price that is equal to $1.65;  (iii)15,151  Class B Common Stock
purchase  warrants (the "Class B Warrants"),  each Warrant  entitling the holder
thereof to purchase one share of Common Stock at an exercise price that is equal
to $2.06;  and (iv) 15,151 Class C Common Stock purchase  warrants (the "Class C
Warrants"),  each Warrant  entitling the holder thereof to purchase one share of
Common Stock at an exercise price that is equal to $2.48.  The Class A Warrants,
the Class B Warrants and the Class C Warrants shall hereinafter  collectively be
referred to as the "Warrants;" and

     WHEREAS,  pursuant  to the terms of,  and in order to induce  the Holder to
enter into, a certain  subscription  agreement dated the date hereof between the
Company and the Holder (the "Subscription Agreement") to purchase the Units, the
Company and the Holder have agreed to enter into this Agreement; and

     WHEREAS,  Aegis Capital Corp. has acted as placement  agent (the "Placement
Agent") in connection with the offering of the Units (the "Offering"); and

     WHEREAS,  the Placement Agent has agreed to use its best efforts to solicit
and  receive  offers to  purchase  the Units but  shall  have no  obligation  to
purchase any of the Units. The term of this Agreement shall commence on the date
of the  consummation  of the  Offering  with  respect  to the  Holder  and shall
terminate  five years  following  the  consummation  of the final closing of the
Offering.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the Company and the Holder hereby agree as follows:

     1. Registration  Rights. The Holders of the Common Stock,  shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  and  shares of Common  Stock
issuable  pursuant  to the  anti-dilution  provisions  discussed  in the Warrant
Agreement  (together  with the shares of Common Stock  issuable to the Placement
Agent pursuant to the warrants  issued to the Placement Agent in connection with
the Offering, collectively, the "Registerable Securities"), will be entitled


<PAGE>



to exercise demand and piggyback registration rights as provided herein:

          a. Piggyback  Registration Rights. If, at any time during the four (4)
          year period commencing upon the first anniversary of the final closing
          of  the  Offering,  the  Company  proposes  to  register  any  of  its
          securities  under the  Securities  Act of 1933,  as amended (the "1933
          Act")  (other  than  pursuant  to Form S-4 or S-8 or other  comparable
          form),  the Company  shall give  written  notice to all Holders of its
          intention  to file such  registration  statement  at least twenty (20)
          days prior to the filing  thereof  and of such  Holders'  rights  with
          regard to the inclusion therein of the Registerable  Securities.  Upon
          the  written  request of a majority of the  Holders  delivered  to the
          Company  within  ten (10)  days  after  giving of such  notice  (which
          request  shall  specify  the  Registerable  Securities  intended to be
          disposed of by such Holders,  the number of shares of Common Stock and
          other securities of the Company  beneficially owned by the Holders and
          the intended method of disposition thereof), the Company shall include
          in such  registration  statement the  Registerable  Securities held by
          each such Holder requested to be included therein; provided,  however,
          that,  if,  at any  time  after  giving  such  written  notice  of the
          Company's  intention  to  register  any of the  Holder's  Registerable
          Securities  and  prior  to the  effective  date  of  the  registration
          statement  filed in  connection  with such  registration,  the Company
          shall  determine  for any  reason  not to  register  or to  delay  the
          registration of such Registerable  Securities or to withdraw any filed
          registration  statement,  the Company may give written  notice of such
          determination  to each Holder and  thereupon  shall be relieved of its
          obligation to register any Registerable  Securities issued or issuable
          in connection with such  registration  (but not from its obligation to
          pay registration  expenses in connection  therewith or to register the
          Registerable Securities in a subsequent registration); and in the case
          of a  determination  to  delay  a  registration,  shall  thereupon  be
          permitted to delay  registering  any  Registerable  Securities for the
          same period as the delay in respect of securities being registered for
          the Company's own account.

          b  Demand  Registration  Rights.  The  Company  agrees  that,  on  one
          occasion,  at any time during the two (2) year period  commencing upon
          the first  anniversary of the final closing of the Offering,  upon the
          written  request  of the  Holders of a  majority  of the  Registerable
          Securities that the Company  register under the 1933 Act any or all of
          the   Registerable   Securities   (which   notice  shall  specify  the
          Registerable Securities intended to be disposed of by the Holders, the
          number of shares of Common Stock and other  securities  of the Company
          beneficially  owned  by  the  Holders,  and  the  intended  method  of
          disposition  thereof),  the Company shall promptly,  but no later than
          six weeks after receipt of such request, file a registration statement
          pursuant  to  the  1933  Act,  so  that  such  requested  Registerable
          Securities  may be  publicly  sold under the 1933 Act as  promptly  as
          practicable  thereafter,  and the Company will use its best efforts to
          cause such registration  statement to become effective  (including the
          taking of such steps as are reasonably necessary to obtain the removal
          of any stop order) within  ninety (90) days after the filing  thereof.
          Within ten (10) days after receiving any such request pursuant to this
          paragraph,  the  Company  shall  give  notice  to any  other  Holders,
          advising  that the Company has received  such request and,  subject to
          the  provisions  of this  paragraph  (b),  offering  to include in the
          registration  statement the Registerable  Securities held by the other
          Holders, provided that they shall furnish the Company, within ten (10)
          days after the giving of such notice, with the information required to
          be included in the notice of the  demanding  Holders.  Notwithstanding
          the  foregoing,  the Company shall not be obligated to file or use its
          best  efforts to cause to become  effective a  registration  statement
          under this  paragraph  (b) during any period (i)  commencing  with the
          date the Company files a registration statement relating

                                        2


<PAGE>



          to  the  sale  or  exchange  by it of  its  securities  in  either  an
          underwritten   offering  or  in  an   offering   involving  a  merger,
          acquisition,  combination  or  reorganization,  and (ii) ending on the
          ninetieth   (90th)  day  following  the   consummation   of  any  such
          underwritten  offering  or  other  such  transaction,  or  if,  in its
          judgment, such filing or registration may interfere with or affect the
          negotiation   or   completion  of  any   transaction   that  is  being
          contemplated by the Company  (whether or not a final decision has been
          made to undertake such  transaction) at the time the right to delay is
          exercised,  or involve  initial or continuing  disclosure  obligations
          that might not be in the best interest of the Company's  stockholders.
          Following the  conclusion of such period or commencing  upon such time
          as  the  filing  or  registration   would  not  be  so  disruptive  or
          detrimental,  the Company's obligation to file or use its best efforts
          to  cause  to  become   effective  a  registration   statement   shall
          recommence.

     All costs and expenses of such registration  statements including,  but not
limited to, legal,  accounting,  printing and mailing fees shall be borne by the
Company which shall maintain such registration  statement current under the 1933
Act for a period of at least 180 days from the effective  date thereof,  subject
to the  provisions of Section 5 hereof.  The Company shall supply  prospectuses,
and such other  documents  as the  Holders  may  reasonably  request in order to
facilitate the public sale or other disposition of the Registerable  Securities,
use its best efforts to register and qualify any of the Registerable  Securities
for  sale in such  states  as such  Holders  reasonably  designate  and  furnish
indemnification as hereinafter provided.

     2. Underwriter's  discretion to limit Registration Rights;  Availability of
Other  Public  Sales.  The  underwriter  of any  offering  pursuant to which the
Holders may opt to exercise their registration  rights,  may, in its discretion,
limit the  number of  Registerable  Securities  (to zero,  if  necessary)  to be
included in the registration  statement  covering the offering of securities if,
in the  underwriter's  opinion,  at the time such registration is required to be
filed,  or at the time the Company is required to exercise  its best  efforts to
cause  such  registration  statement  to become  effective,  such a  cutback  is
advisable  and in the best  interests of the Company  because of the  prevailing
market  conditions,  or because  the  inclusion  of such  securities  may have a
substantial  dilutive and harmful effect on the market value of the  securities,
or because the  inclusion  of the  Registerable  Securities  is likely to affect
adversely  the success of the  underwritten  offering or the price that would be
received.

     3.  Mandatory  Registration.  In the event the Holders were  precluded from
selling all of their  Registerable  Securities in connection with a registration
statement  filed  pursuant to Section 1 of this  Agreement due to an underwriter
cutback as provided in Section 2 hereof,  the Company shall use its best efforts
to effect the registration of all remaining  Registerable  Securities as soon as
practicable,  but not later than six (6) months after the effective date of such
registration   statement.   This  paragraph   shall   constitute  a  demand  for
registration pursuant to the provisions of Section 1(b) hereof.

     4. Option to Include Registerable  Securities in Offering.  Notwithstanding
anything  contained  in Section 1 of this  Agreement,  the Company  shall not be
required  to  include  any  of  the  Holders'  Registerable   Securities  in  an
underwritten offering of the Company's securities unless such Holders accept the
terms  of  the   underwriting  as  agreed  upon  between  the  Company  and  the
underwriters  selected by it (provided  such terms are usual and  customary  for
selling  stockholders)  and the Holders  agree to execute  and/or  deliver  such
documents in connection with such registration

                                        3


<PAGE>



as the Company or the managing underwriter may reasonably request.

     5.  Cooperation  with  Company;  Suspension  of  Sales.  The  Holders  will
cooperate  with the Company in all respects in connection  with this  Agreement,
including,  timely supplying all information reasonably requested by the Company
and executing and  returning  all documents  reasonably  requested in connection
with the  registration  and sale of the  Registerable  Securities.  If,  after a
registration  statement  becomes  effective,  the Company advises the Holders of
Registerable  Securities  that the  Company  considers  it  appropriate  for the
registration   statement  to  be  amended,  the  Holders  of  such  Registerable
Securities  shall  suspend any further  sales of their  Registerable  Securities
until the Company advises them that the registration statement has been amended.

     6. Registration Procedures.  If and whenever the Company is required by any
of the  provisions  of this  Agreement  to use its best  efforts  to effect  the
registration  of any of the  Registerable  Securities  under the 1933  Act,  the
Company shall (except as otherwise provided in this Agreement), as expeditiously
as possible:

          a. prepare and file with the Securities and Exchange  Commission  (the
          "Commission") a registration  statement and shall use its best efforts
          to cause such  registration  statement to become  effective and remain
          effective  until all the  Registerable  Securities  are sold or become
          capable of being  publicly  sold without  registration  under the 1933
          Act;

          b.  prepare  and  file  with  the  Commission   such   amendments  and
          supplements to such registration  statement and the prospectus used in
          connection  therewith as may be  necessary  to keep such  registration
          statement  effective and to comply with the provisions of the 1933 Act
          with  respect  to the  sale or  other  disposition  of all  securities
          covered by such registration  statement whenever the Holder or Holders
          of such  securities  shall desire to sell or otherwise  dispose of the
          same (including  prospectus  supplements  with respect to the sales of
          securities  from  time  to  time  in  connection  with a  registration
          statement pursuant to Rule 415 of the Commission);

          c.  furnish  to each  Holder  such  numbers  of  copies  of a  summary
          prospectus or other prospectus,  including a preliminary prospectus or
          any amendment or supplement to any prospectus,  in conformity with the
          requirements of the 1933 Act, and such other documents, as such Holder
          may reasonably request in order to facilitate the public sale or other
          disposition of the securities owned by such Holder;

          d. use its best efforts to register and qualify the securities covered
          by such registration statement under such other securities or blue sky
          laws of such  jurisdictions as each Holder shall  reasonably  request,
          and do any and all other acts and  things  which may be  necessary  or
          advisable to enable such Holder to consummate the public sale or other
          disposition  in such  jurisdiction  of the  securities  owned  by such
          Holder,  except  that the  Company  shall not for any such  purpose be
          required  to qualify to do business  as a foreign  corporation  in any
          jurisdiction  wherein it is not so  qualified  or to file  therein any
          general  consent to service of process,  or subject the Company to any
          material tax in any such jurisdiction where it is not then so subject;

          e. use its best  efforts  to list such  securities  on any  securities
          exchange on which any securities of the Company is then listed, if the
          listing of such securities is then

                                        4


<PAGE>



          permitted under the rules of such exchange;

          f.  enter  into and  perform  its  obligations  under an  underwriting
          agreement,  if the offering is an underwritten  offering, in usual and
          customary form, with the managing  underwriter or underwriters of such
          underwritten offering;

          g.  notify  each  Holder of  Registerable  Securities  covered by such
          registration statement, at any time when a prospectus relating thereto
          covered by such  registration  statement  is required to be  delivered
          under  the 1933  Act,  of the  happening  of any event of which it has
          knowledge  as a  result  of  which  the  prospectus  included  in such
          registration   statement,  as  then  in  effect,  includes  an  untrue
          statement  of a  material  fact or  omits  to  state a  material  fact
          required  to be stated  therein or  necessary  to make the  statements
          therein  not  misleading  in  the  light  of  the  circumstances  then
          existing; and

          h. furnish, at the request of any Holder on the date such Registerable
          Securities are delivered to the underwriters for sale pursuant to such
          registration  or, if such  Registerable  Securities are not being sold
          through  underwriters,  on the date the  registration  statement  with
          respect to such  Registerable  Securities  becomes  effective,  (i) an
          opinion,  dated such date, of the counsel representing the Company for
          the purpose of such  registration,  addressed to the underwriters,  if
          any,  and to the  Holder  making  such  request,  covering  such legal
          matters  with  respect  to the  registration  in respect of which such
          opinion is being given as the Holder of such  Registerable  Securities
          may reasonably request and are customarily included in such an opinion
          and (ii) letters, dated,  respectively,  (1) the effective date of the
          registration  statement and (2) the date such Registerable  Securities
          are delivered to the  underwriters,  if any, for sale pursuant to such
          registration from a firm of independent  certified public  accountants
          of  recognized  standing  selected by the  Company,  addressed  to the
          underwriters,  if any, and to the Holder making such request, covering
          such financial, statistical and accounting matters with respect to the
          registration  in respect of which such  letters are being given as the
          Holder of such Registerable  Securities may reasonably request and are
          customarily included in such letters; and

          i. take such other  actions as shall be  reasonably  requested  by any
          Holder to facilitate  the  registration  and sale of the  Registerable
          Securities; provided, however, that the Company shall not be obligated
          to take any actions not specifically  required  elsewhere herein which
          in the aggregate would cost in excess of $5,000.

     7. Restrictions on Transfer of Registerable  Securities.  The Holder agrees
that he will not  sell or  transfer  any of the  Registerable  Securities  for a
period of twelve months from the Effective Date of any registration statement in
which such  Registerable  Securities  are  included  without  the prior  written
consent of the Placement Agent.

     8.  Expenses.  All expenses  incurred in any  registration  of the Holders'
Registerable  Securities  under  this  Agreement  shall be paid by the  Company,
including,  without  limitation,  printing  expenses,  fees and disbursements of
counsel for the Company, expenses of any audits to which the Company shall agree
or which  shall  be  necessary  to  comply  with  governmental  requirements  in
connection with any such registration,  all registration and filing fees for the
Holders' Registerable  Securities under federal and a state securities laws, and
expenses of complying with the

                                        5


<PAGE>



securities  or blue sky laws of any  jurisdictions  pursuant  to  Section  5(d);
provided,  however,  the Company  shall not be liable for (a) any  discounts  or
commissions to any broker,  dealer or underwriter;  (b) any stock transfer taxes
incurred with respect to Registerable Securities sold in the Offering or (c) the
fees and expenses of counsel for any Holder,  provided that the Company will pay
the  costs and  expenses  of  Company  counsel  when the  Company's  counsel  is
representing any or all selling security holders.

     9. Indemnification.  In the event any Registerable  Securities are included
in a registration statement pursuant to this Agreement:

          a.  Company  Indemnity.  Without  limitation  of any  other  indemnity
          provided  to any Holder,  either in  connection  with the  Offering or
          otherwise, to the extent permitted by law, the Company shall indemnify
          and hold harmless each Holder, the affiliates, officers, directors and
          partners of each Holder,  any underwriter (as defined in the 1933 Act)
          for such Holder,  and each person, if any, who controls such Holder or
          underwriter  (within  the  meaning  of the 1933 Act or the  Securities
          Exchange Act of 1934 (the "Exchange Act"), against any losses, claims,
          damages or  liabilities  (joint or  several)  to which they may become
          subject under the 1933 Act, the Exchange Act or other federal or state
          law,  insofar  as such  losses,  claims,  damages or  liabilities  (or
          actions in respect  thereof) arise out of or are based upon any of the
          following   statements,   omissions  or  violations   (collectively  a
          "Violation"):  (i) any alleged  untrue  statement  of a material  fact
          contained in such  registration  statement  including any  preliminary
          prospectus  (if used prior to the effective  date of the  registration
          statement) or final prospectus  contained therein or any amendments or
          supplements  thereto,  (ii) the alleged  omission  to state  therein a
          material fact required to be stated therein,  or necessary to make the
          statements  therein,  (iii) any violation or alleged  violation by the
          Company of the 1933 Act, the Exchange Act, or any state securities law
          or any rule or regulation promulgated under the 1933 Act, the Exchange
          Act or any state  securities law, and the Company shall reimburse each
          such Holder, affiliate, officer or director or partner, underwriter or
          controlling person for any legal or other expenses incurred by them in
          connection  with  investigating  or  defending  any such loss,  claim,
          damage, liability or action; provided, however, that the Company shall
          not be liable to any Holder in any such case for any such loss, claim,
          damage,  liability or action to the extent that it arises out of or is
          based upon a Violation which occurs in reliance upon and in conformity
          with written  information  furnished  expressly  for use in connection
          with such registration by or on behalf of any such Holder or any other
          affiliate,  officer,  director,  partner,  underwriter  or controlling
          person thereof.

          b. Holder Indemnity. Each Holder shall indemnify and hold harmless the
          Company,   its   affiliates,   its   counsel,   officers,   directors,
          shareholders and  representatives,  any underwriter (as defined in the
          1933 Act) and each  person,  if any,  who  controls the Company or the
          underwriter  (within the meaning of the 1933 Act)  against any losses,
          claims,  damages or  liabilities  (joint or several) to which they may
          become  subject  under the 1933  Act,  the  Exchange  Act or any state
          securities law, and the Holder shall reimburse the Company, affiliate,
          officer or director or partner,  underwriter or controlling person for
          any  legal or  other  expenses  incurred  by them in  connection  with
          investigating or defending any such loss, claim, damage,  liability or
          action;  insofar as such losses,  claims,  damages or liabilities  (or
          actions  and  respect  thereof)  arise  out of or are  based  upon any
          statements or  information  provided by or on behalf of such Holder to
          the  Company  in  connection  with the  offer or sale of  Registerable
          Securities.

                                        6


<PAGE>




          c. Notice;  Right to Defend.  Promptly after receipt by an indemnified
          party under this Section 8 of notice of the commencement of any action
          (including any governmental  action), such indemnified party shall, if
          a claim in respect  thereof  is to be made  against  any  indemnifying
          party under this Section 8 deliver to the indemnifying party a written
          notice of the commencement  thereof and the  indemnifying  party shall
          have the right to participate in and if the indemnifying  party agrees
          in  writing  that it  will be  responsible  for any  costs,  expenses,
          judgments,  damages and losses incurred by the indemnified  party with
          respect  to such  claim,  jointly  with any other  indemnifying  party
          similarly  noticed,   to  assume  the  defense  thereof  with  counsel
          reasonably  satisfactory to the indemnified party; provided,  however,
          that an  indemnified  party  shall  have the right to  retain  its own
          counsel,  with the fees and  expenses  to be paid by the  indemnifying
          party,   if   the   indemnified   party   reasonably   believes   that
          representation  of such  indemnified  party by the counsel retained by
          the  indemnifying  party  would  be  inappropriate  due to  actual  or
          potential  differing  interests between such indemnified party and any
          other  party  represented  by such  counsel  in such  proceeding.  The
          failure to deliver written notice to the  indemnifying  party within a
          reasonable  time of the  commencement of any such action shall relieve
          such  indemnifying  party of any  liability to the  indemnified  party
          under this  Agreement  only if and to the extent that such  failure is
          prejudicial to its ability to defend such action.

          d. Contribution. If the indemnification provided for in this Agreement
          is held by a court of competent  jurisdiction  to be unavailable to an
          indemnified party with respect to any loss,  liability,  claim, damage
          or expense referred to therein,  then the indemnifying  party, in lieu
          of indemnifying such indemnified party thereunder, shall contribute to
          the amount  paid or payable by such  indemnified  party as a result of
          such loss,  liability,  claim, damage or expense in such proportion as
          is appropriate to reflect the relative fault of the indemnifying party
          on the one  hand  and  the  indemnified  party  on the  other  hand in
          connection  with the  statements or omissions  which  resulted in such
          loss,  liability,  claim,  damage  or  expense  as well  as any  other
          relevant   equitable   considerations.   The  relative  fault  of  the
          indemnifying  party and the  indemnified  party shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material  fact or the omission to state a material fact
          relates to information  supplied by the  indemnifying  party or by the
          indemnified party and the parties' relative intent, knowledge,  access
          to information and opportunity to correct or prevent such statement or
          omission.  Notwithstanding the foregoing,  the amount any Holder shall
          be obligated to contribute  pursuant to the Agreement shall be limited
          to an amount equal to the proceeds to such Holder of the  Registerable
          Securities  sold pursuant to the  registration  statement  which gives
          rise to such  obligation to contribute  (less the aggregate  amount of
          any damages  which the Holder has  otherwise  been  required to pay in
          respect  of such  loss,  claim,  damage,  liability  or  action or any
          substantially similar loss, claim, damage, liability or action arising
          from the sale of such Registerable Securities).

          e.  Survival  of  Indemnity.  The  indemnification  provided  by  this
          Agreement  shall be a continuing  right to  indemnification  and shall
          survive the registration  and sale of any  Registerable  Securities by
          any person entitled to indemnification hereunder and the expiration or
          termination of this Agreement.

     11. Limitation on Other Registration Rights.  Except as otherwise set forth
in this

                                        7


<PAGE>



Agreement,  the  Company  shall not,  without the prior  written  consent of the
Holders of Registerable  Securities  representing a majority thereof held by all
the  Holders,  file any  registration  statement  filed on behalf of any  person
(including  the  Company)  other  than a Holder to become  effective  during any
period when the Company is not in compliance with this Agreement.

     12. Remedies.

          a. Time is of Essence.  The Company agrees that time is of the essence
          of each of the covenants  contained herein and that, in the event of a
          dispute  hereunder,  this Agreement is to be interpreted and construed
          in a manner that will  enable the  Holders to sell their  Registerable
          Securities as quickly as possible after such Holders have indicated to
          the  Company  that they desire  their  Registerable  Securities  to be
          registered.  Any  delay  on the  part  of the  Company  not  expressly
          permitted  under this  Agreement,  whether  material or not,  shall be
          deemed a material breach of this Agreement.

          b. Remedies Upon Default or Delay. The Company acknowledges the breach
          of any part of this Agreement may cause  irreparable  harm to a Holder
          and  that  monetary  damages  alone  may be  inadequate.  The  Company
          therefore  agrees  that the Holder  shall be  entitled  to  injunctive
          relief  (referring  to  paragraph  9 above) or such  other  applicable
          remedy  as a court of  competent  jurisdiction  may  provide.  Nothing
          contained  herein will be construed  to limit a Holder's  right to any
          remedies at law,  including recovery of damages for breach of any part
          of this Agreement.

     13. Notices.

          a. All  communications  under this  Agreement  shall be in writing and
          shall be mailed by certified  mail,  postage  prepaid,  return receipt
          requested,  or telecopied with confirmation of receipt or delivered by
          hand or by overnight delivery service:

                        If to the Company, at:

                        DCAP Group, Inc.
                        90 Merrick Avenue
                        East Meadow, NY 11554
                        Attention: Morton Certilman, Chairman

                        If to the Placement Agent at:

                        Aegis Capital Corp.
                        70 East Sunrise Highway, Suite 415
                        Valley Stream, New York  11581-1264
                        Attention: Robert J. Eide

                        If  to  any   Holder  of  any   Registerable
                        Securities, to the address of such Holder as
                        it appears in the stock or warrant ledger of
                        the Company.

                                        8


<PAGE>



          b. Any notice so  addressed,  when mailed by  registered  or certified
          mail shall be deemed to be given  three  days  after so  mailed,  when
          telecopied  shall be  deemed  to be given  when  transmitted,  or when
          delivered by hand or  overnight  shall be deemed to be given when hand
          delivered or on the day following deposit with the overnight  delivery
          service.

     14. Successors and Assigns.  Except as otherwise expressly provided herein,
this Agreement  shall inure to the benefit of and be binding upon the successors
and permitted assigns of the Company and each of the Holders.

     15. Amendment and Waiver. This Agreement may be amended, and the observance
of any term of this Agreement may be waived,  but only with the written  consent
of the  Company  and the Holders of  securities  representing  a majority of the
Registerable  Securities;  provided,  however,  that no such amendment or waiver
shall take away any registration right of any Holder of Registerable  Securities
or  reduce  the  amount of  reimbursable  costs to any  Holder  of  Registerable
Securities in connection with any registration  hereunder without the consent of
such Holder;  further provided,  however,  that without the consent of any other
Holder of Registerable  Securities,  any Holder may from time to time enter into
one or more  agreements  amending,  modifying or waiving the  provisions of this
Agreement if such action does not adversely affect the rights or interest of any
other Holder of  Registerable  Securities.  No delay on the part of any party in
the exercise of any right,  power or remedy shall  operate as a waiver  thereof,
nor shall any single or  partial  exercise  by any party of any right,  power or
remedy preclude any other or further  exercise  thereof,  or the exercise of any
other right, power or remedy.

     16. Counterparts.  One or more counterparts of this Agreement may be signed
by the  parties,  each of which shall be an original  but all of which  together
shall constitute one and same instrument.

     17. Governing Law. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of New York, without giving effect to
conflicts of law principles thereof or the actual domiciles of the parties.

     18.  Invalidity of  Provisions.  If any  provision of this  Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and  enforceability  of the remaining  provisions  contained herein shall not be
affected thereby.

     19.  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions hereof.

     20. Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any and all
prior or contemporaneous understandings with respect thereto.


                                        9


<PAGE>



                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE

                                         FOR INDIVIDUALS:

                                         -----------------------------
                                         (Print Name)

                                         -----------------------------
                                         (Print Name, if more than one
                                         subscriber)

Dated:               , 1999
        -------------
                                         (Signature)

                                         ------------------------------
                                         (Signature, if more than one
                                         subscriber)

                                         FOR CORPORATIONS:

                                         -----------------------------
                                         Name of Company

                                         -----------------------------
                                         Name and Title of Executive
                                         Officer executing Questionnaire

Dated:               , 1999
        -------------
                                         Signature of Officer

                                         FOR PARTNERSHIPS:

                                         -----------------------------
                                         Name of Partnership

                                         -----------------------------
                                         Name of General Partner executing
                                         Questionnaire

Dated:               , 1999
        -------------
                                         Signature of General Partner
                                         executing Questionnaire

                                       10


<PAGE>




                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE

                                         FOR TRUSTS:

                                         -----------------------------
                                         Name of Trust

                                         -----------------------------
                                         Name of Authorized Trustee
                                         Executing Questionnaire

Dated:               , 1999              ___________________________
        -------------
                                         Signature of Authorized
                                         Trustee

                                         FOR QUALIFIED PENSION PLANS:
                                         ---------------------------

                                         -----------------------------
                                         Name of Qualified Pension Plan

                                                           and

                                         -----------------------------
                                         Name of Plan Fiduciary
                                         executing Questionnaire

Dated:               , 1999              ____________________________
        -------------                    Signature of Plan Fiduciary
                                         executing Questionnaire

                                                           or

                                         ----------------------------
                                         Name of Plan Beneficiary
                                         executing Questionnaire

                                                           and

Dated:                , 1999             ____________________________
        --------------                   Signature of Plan Beneficiary
                                         executing Questionnaire

                                       11


<PAGE>

ACCEPTED AND AGREED
this ______ day of _________, 1999

DCAP Group, Inc.

By:____________________________
Name:
Title:

                                       12


<PAGE>