exhibit10-2.htm


    STOCK
      OPTION AGREEMENT, made as of the 16th day of October, 2007, between
DCAP GROUP, INC., a Delaware corporation (the “Company”), and
BARRY B. GOLDSTEIN (the “Optionee”).

    ___________________

    


    WHEREAS,
      simultaneously herewith, the Company is entering into an Employment Agreement
      with the Optionee (the "Employment Agreement") pursuant to which the Optionee
      is
      to perform certain employment duties and services for the Company;

    


    WHEREAS,
      the Company desires to provide to the Optionee an additional incentive to
      promote the success of the Company; and

    


    WHEREAS,
      capitalized terms used but not defined herein shall have the respective meanings
      ascribed thereto in the Employment Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing, the Company
      hereby grants to the Optionee the right and option to purchase shares of Common
      Stock of the Company under and pursuant to the terms and conditions of the
      Company’s 2005 Equity Participation Plan (the “Plan”) and upon and subject to
      the following terms and conditions:

    


    1.  GRANT
      OF OPTION.  The Company hereby grants to the Optionee the
      right and option (the “Option”) to purchase up to One Hundred Thirty Thousand
      (130,000) shares of Common Stock of the Company (the “Option Shares”) during the
      following periods:

    


    (a)  All
      or
      any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
      may
      be purchased during the period commencing on the date hereof and terminating
      at
      5:00 P.M. on October 16, 2012 (the “Expiration Date”).

    


    (b)  All
      or
      any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
      may
      be purchased during the period commencing on October 16, 2008 and terminating
      at
      5:00 P.M. on the Expiration Date.

    


    (c)  All
      or
      any part of Thirty-Two Thousand Five Hundred (32,500)   shares of
      Common Stock may be purchased during the period commencing on October 16, 2009
      and terminating at 5:00 P.M. on the Expiration Date.

    


    (d)  All
      or
      any part of Thirty-Two Thousand Five Hundred (32,500) shares of Common Stock
      may
      be purchased during the period commencing on October 16, 2010 and terminating
      at
      5:00 P.M. on the Expiration Date.

    


    2.  NATURE
      OF OPTION.  The Option is not intended to meet the
      requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
      relating to “incentive stock options”.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  EXERCISE
      PRICE.  The exercise price of each of the Option Shares
      shall be Two Dollars Six Cents ($2.06) (the “Exercise Price”).  The
      Company shall pay all original issue or transfer taxes on the exercise of the
      Option.

    


    4.  EXERCISE
      OF OPTIONS.  The Option shall be exercised in accordance
      with the provisions of the Plan.  As soon as practicable after the
      receipt of notice of exercise and payment of the Exercise Price as provided
      for
      in the Plan, the Company shall tender to the Optionee a certificate issued
      in
      the Optionee=s
      name
      evidencing the number of Option Shares covered thereby.

    


    5.  TRANSFERABILITY.  The
      Option shall not be transferable other than by will or the laws of descent
      and
      distribution and, during the Optionee=s
      lifetime,
      shall not be exercisable by any person other than the Optionee.

    


    6.  TERMINATION
      OF EMPLOYMENT.  (a)  In the event, during the
      Term and within eighteen (18) months subsequent to a Change of Control, the
      Optionee’s employment is terminated by the Company other than for Cause or by
      the Optionee for Good Reason, then, that portion of the Option that had not
      yet
      vested as of the termination date in accordance with Paragraph 1 hereof shall
      become immediately exercisable and shall remain exercisable until the first
      anniversary of the termination date notwithstanding such termination of
      employment.

    


    (b)           In
      the event, during the Term, the Optionee’s employment is terminated by the
      Company other than for Cause or by the Optionee for Good Reason (whether
      subsequent to a Change of Control or otherwise), then, that portion of the
      Option that had vested as of the termination date in accordance with Paragraph
      1
      hereof shall remain exercisable until the first anniversary of the termination
      date notwithstanding such termination of employment.

    


    7.  INCORPORATION
      BY REFERENCE.  The terms and conditions of the Plan are
      hereby incorporated by reference and made a part hereof.

    


    8.  NOTICES.  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and hand delivered or sent by registered or certified mail, return
      receipt requested, addressed to the Company, 1158 Broadway, Hewlett, New York
      11557, Attention: Chief Accounting Officer and to the Optionee at the address
      indicated below.  Notices shall be deemed to have been given on the
      date of hand delivery or mailing, except notices of change of address, which
      shall be deemed to have been given when received.

    


    9.  BINDING
      EFFECT.  This Stock Option Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective legal
      representatives, successors and assigns.

    


    10.  ENTIRE
      AGREEMENT.  This Stock Option Agreement, together with
      the Plan, contains the entire understanding of the parties hereto with respect
      to the subject matter hereof and may be modified only by an instrument executed
      by the party sought to be charged.

    


    11.  GOVERNING
      LAW.  This Stock Option Agreement shall be governed by,
      and construed in accordance with, the laws of the State of New York, excluding
      choice of law rules thereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12.  EXECUTION
      IN COUNTERPARTS. This Stock Option Agreement may be executed in
      counterparts, each of which shall be deemed to be an original, but both of
      which
      together shall constitute one and the same instrument.

    


    13.  FACSIMILE
      SIGNATURES.  Signatures hereon which are transmitted via
      facsimile shall be deemed original signatures.

    


    14.  INTERPRETATION;
      HEADINGS.  The provisions of this Stock Option Agreement
      shall be interpreted in a reasonable manner to give effect to the intent of
      the
      parties hereto.  The headings and captions under sections and
      paragraphs of this Stock Option 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 Stock Option Agreement.

    


    [Remainder
      of page intentionally left blank.  Signature page
      follows.]


    
      
              

                      
    

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Stock Option Agreement
      as of the day and year first above written.

    


    DCAP
      GROUP, INC.

    


    


    By:_________________________________

    


    


    ____________________________________

    Signature
      of Optionee

    


    


    Barry
      B. Goldstein

    Name
      of
      Optionee

    


    


    __________________________________

    Address
      of Optionee