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<SEC-DOCUMENT>0001021771-02-000079.txt : 20021112
<SEC-HEADER>0001021771-02-000079.hdr.sgml : 20021111
<ACCEPTANCE-DATETIME>20021112171327
ACCESSION NUMBER:		0001021771-02-000079
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020930
FILED AS OF DATE:		20021112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DCAP GROUP INC/
		CENTRAL INDEX KEY:			0000033992
		STANDARD INDUSTRIAL CLASSIFICATION:	HOTELS & MOTELS [7011]
		IRS NUMBER:				362476480
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01665
		FILM NUMBER:		02817901

	BUSINESS ADDRESS:	
		STREET 1:		90 MERRICK AVE
		STREET 2:		9TH FLOOR
		CITY:			EAST MEADOW
		STATE:			NY
		ZIP:			11554
		BUSINESS PHONE:		5167946300

	MAIL ADDRESS:	
		STREET 1:		90 MERRICK AVE 9TH FLOOR
		STREET 2:		90 MERRICK AVE 9TH FLOOR
		CITY:			EAST MEADOW
		STATE:			NY
		ZIP:			11554

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXECUTIVE HOUSE INC
		DATE OF NAME CHANGE:	19911119

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXTECH CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>q92002.txt
<DESCRIPTION>FORM 10-QSB SEPTEMBER 30, 2002
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002
                                       or

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to
- --------------------------------------------------------------------------------


Commission File Number:             0-1665
- --------------------------------------------------------------------------------


                                DCAP GROUP, INC.
- --------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

   Delaware                                              36-2476480
- --------------------------------------------------------------------------------
(State or other jurisdiction of              (I.R.S Employer Identification No.)
incorporation or organization)

1158 Broadway, Hewlett, NY                                        11557
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                                 (516) 374-7600
- --------------------------------------------------------------------------------
               (Regstrant't telephone number, including area code


- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed sinxe last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  ( X ) Yes   (   ) No

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.      (  )Yes        (  ) No

                    APPLICABLE ONLY TO CORPORATE ISSUESERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock,  as of the latest  practicable  date:  12,353,402  shares as of
October 31, 2002


<PAGE>



                                      INDEX

                        DCAP GROUP, INC. AND SUBSIDIARIES


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet - September 30, 2002 (Unaudited)

         Condensed Consolidated Statements of Operations - Nine months
         ended September 30, 2002 and 2001 (Unaudited)

         Condensed Consolidated Statements of Operations - Three months
         ended September 30, 2002 and 2001 (Unaudited)

         Condensed Consolidated Statements of Cash Flows - Nine months
         ended September 30, 2002 and 2001 (Unaudited)

         Notes to Condensed Consolidated Financial Statements - Nine
         months ended September 30, 2002 and 2001 (Unaudited)

Item 2.  Management's Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                        2

<PAGE>




Forward Looking Statements

     This Quarterly Report contains  forward-looking  statements as that term is
defined in the federal  securities laws. The events described in forward-looking
statements  contained in this Quarterly  Report may not occur.  Generally  these
statements  relate to business  plans or  strategies,  projected or  anticipated
benefits  or  other  consequences  of our  plans  or  strategies,  projected  or
anticipated  benefits from acquisitions made or to be made by us, or projections
involving  anticipated  revenues,  earnings  or other  aspects of our  operating
results. The words "may," "will," "expect," "believe,"  "anticipate," "project,"
"plan,"  "intend,"  "estimate,"  and "continue," and their opposites and similar
expressions are intended to identify forward-looking  statements. We caution you
that these statements are not guarantees of future performance or events and are
subject to a number of uncertainties,  risks and other influences, many of which
are beyond our control,  that may influence the accuracy of the  statements  and
the  projections  upon which the statements are based.  Factors which may affect
our  results  include,  but are not  limited  to,  the risks  and  uncertainties
associated with undertaking different lines of business,  the lack of experience
in operating  certain new business lines, the decline in the number of insurance
companies  offering  insurance  products  in  our  markets,  the  volatility  of
insurance  premium  pricing,  government  regulation,  competition  from larger,
better financed and more established  companies,  the possibility of tort reform
and a  resultant  decrease  in the  demand for  insurance,  the  uncertainty  of
litigation  with regard to our hotel  lease,  the  dependence  on our  executive
management, our ability to continue to obtain the necessary financing to operate
our premium finance business,  and our ability to raise additional capital which
may be required in the near term. Any one or more of these uncertainties,  risks
and other  influences  could  materially  affect our results of  operations  and
whether  forward-looking  statements made by us ultimately prove to be accurate.
Our actual results,  performance and achievements  could differ  materially from
those expressed or implied in these forward-looking  statements. We undertake no
obligation  to  publically  update or  revise  any  forward-looking  statements,
whether from new information, future events or otherwise.

Explanatory Note

     Throughout this Quarterly Report,  the words "DCAP Group," "we," "our," and
"us" refer to DCAP Group,  Inc.  and the  operations  of DCAP  Group,  Inc. as a
whole.  References  to  "DCAP  Insurance"  in this  Quarterly  Report  mean  our
wholly-owned subsidiary, Dealers Choice Automotive Planning Inc., and affiliated
companies.  References to "Barry Scott  Companies" in this Quarterly Report mean
our wholly-owned subsidiary,  Barry Scott Companies,  Inc. (which we acquired on
August 30, 2002), and its subsidiaries.

                                        3

<PAGE>



PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                        DCAP GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                                             September 30, 2002
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                       $    560,757
  Accounts receivable, net of allowance for doubtful
     accounts of $40,000                                               592,574
  Notes receivable from former officer                                  34,428
  Prepaid expenses and
     other current assets                                              155,323
                                                                  ------------
Total current assets                                                 1,343,082
                                                                  ------------

PROPERTY AND EQUIPMENT, net                                            297,135
                                                                  ------------

OTHER ASSETS:
  Goodwill                                                             619,382
  Other intangibles, net                                               290,978
  Deposits and other assets                                             66,700
                                                                  ------------
       Total other assets                                              977,060
                                                                  ------------
                                                                  $  2,617,277

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                           $    756,737
  Current portion of long-term debt                                     22,047
  Current portion of capital lease obligations                         114,421
  Deferred revenue                                                      79,169
  Debentures payable                                                   154,200
                                                                  ------------
Total current liabilities                                            1,126,574
                                                                  ------------

LONG-TERM DEBT                                                         729,124
                                                                  ------------
CAPITAL LEASE OBLIGATIONS                                              131,390
                                                                  ------------
DEFERRED REVENUE                                                        24,829
                                                                  ------------

STOCKHOLDERS' EQUITY:
  Common Stock, $.01 par value; authorized
     40,000,000 shares; issued 16,068,018 shares                       160,680
  Preferred Stock, $.01 par value; authorized 1,000,000
     shares; 0 shares issued and outstanding                                 -
  Capital in excess of par                                          10,242,409
  Deficit                                                           (8,869,074)
                                                                  ------------
                                                                     1,534,015
Treasury Stock, at cost, 3,714,616 shares                             (928,655)
                                                                  ------------
                                                                       605,360
                                                                  $  2,617,277


            See notes to condensed consolidated financial statements.

                                        4

<PAGE>

                        DCAP GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                             Nine months ended
                                                                September 30,
                                                           2002         2001
                                                        ----------   ----------
Revenues:
    Commissions and fees                                $1,276,675   $1,683,438
    Rooms                                                  618,271      714,227
    Premium finance revenue                                855,668      125,325
    Other                                                   10,489       20,015
                                                        ----------   ----------
         Total revenues                                  2,761,103    2,543,005
                                                        ----------   ----------

Operating Expenses:
    Selling, general and administrative                  2,229,298    3,117,367
    Depreciation and amortization                          107,416      222,878
    Property operation and maintenance                      29,258       48,548
                                                        ----------   ----------
         Total operating expenses                        2,365,972    3,388,793
                                                        ----------   ----------

Operating Income (Loss)                                    395,131     (845,788)

Other (Expense) Income:
    Interest income                                          3,373       14,743
    Interest expense                                       (44,193)     (44,747)
    Gain on sale of store                                        -       56,043
                                                        ----------   ----------
                                                           (40,820)      26,039
                                                        ----------   ----------

Income (loss) before income taxes
    and minority interest                                  354,311     (819,749)
Provision for income taxes                                   9,332       20,621
                                                        ----------   ----------

Income (loss) before minority interest                     344,979     (840,370)
Minority interest                                            1,936        7,254
                                                        ----------   ----------

Net income (loss)                                       $  343,043   $ (847,624)
                                                        ==========   ==========

Net income (loss) per common share:
    Basic                                               $     0.03   $    (0.06)
                                                        ==========   ==========
    Diluted                                             $     0.03   $    (0.06)
                                                        ==========   ==========

Weighted average number of shares outstanding:
    Basic                                               11,474,281   15,068,018
                                                        ==========   ==========
    Diluted                                             11,656,367   15,068,018
                                                        ==========   ==========


            See notes to condensed consolidated financial statements.

                                        5

<PAGE>

                        DCAP GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                          Three months ended
                                                              September 30,
                                                           2002          2001
                                                        ----------   -----------
Revenues:
    Commissions and fees                                $  577,440   $  339,877
    Rooms                                                  200,586      215,619
    Premium finance revenue                                428,572       85,123
    Other                                                    3,585        2,518
                                                        ----------   ----------
         Total revenues                                  1,210,183      643,137
                                                        ----------   ----------

Operating Expenses:
    Selling, general and administrative                    882,861      512,755
    Depreciation and amortization                           39,958       50,972
    Property operation and maintenance                       9,360       17,946
                                                        ----------   ----------
         Total operating expenses                          932,179      581,673
                                                        ----------   ----------

Operating Income                                           278,004       61,464

Other (Expense) Income:
    Interest income                                          1,122        5,341
    Interest expense                                       (15,293)     (14,105)
                                                        ----------   ----------
                                                           (14,171)      (8,764)
                                                        ----------   -----------
Income before income taxes
    and minority interest                                  263,833       52,700
Provision for income taxes                                   8,089          317
                                                        ----------   ----------

Income before minority interest                            255,744       52,383
Minority interest                                                -       12,402
                                                        ----------   ----------

Net income                                              $  255,744   $   39,981
                                                        ==========   ==========

Net income per common share:
    Basic                                               $     0.02   $        -
                                                        ==========   ==========
    Diluted                                             $     0.02   $        -
                                                        ==========   ==========

Weighted average number of shares outstanding:
    Basic                                               11,712,098   15,068,018
                                                        ==========   ==========
    Diluted                                             12,105,812   15,068,018
                                                        ==========   ==========


            See notes to condensed consolidated financial statements.

                                        6

<PAGE>



                        DCAP GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                             Nine months ended
                                                               September 30,
                                                              2002      2001
                                                          --------   -----------

Cash flows from operating activities:
  Net income (loss)                                       $343,043   $ (847,624)
  Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
       Depreciation and amortization                       107,416      222,878
       Forgiveness of note receivable                            -      141,454
       Provision for bad debts                               8,819      151,009
       Minority interest in net income                       1,936        7,254
       Gain on sale of store                                     -      (56,043)
       Decrease (increase) in assets:
         Accounts receivable                               (67,351)      38,868
         Prepaid expenses and other current assets           7,696      (14,771)
         Deposits and other                                 (5,434)       6,918
       Decrease in liabilities:
         Accounts payable and accrued expenses             (80,989)    (601,577)
         Deferred revenue                                  (23,131)    (197,120)
                                                          --------     --------
       Net cash provided by (used in)
         operating activities                              292,005   (1,148,754)
                                                          --------   ----------

Cash flows from investing activities:
       Decrease in notes and
         other receivables, net                              4,667      156,237
       Acquisition of property and equipment               (10,023)     (25,577)
       Acquisition of Barry Scott Companies               (325,000)           -
       Acquisition of minority interest                    (40,000)           -
       Proceeds from sale of property and
             equipment                                      36,610            -
       Deposits on sale of stores                                -      739,115
       Proceeds from sale of DCAP stores                         -      104,976
                                                          --------   ----------
       Net cash (used in) provided by
           investing activities                           (333,746)     974,751
                                                          --------   ----------

Cash flows from financing activities:
      Principal payment of long-term debt and
          capital lease obligations                        (84,943)    (213,422)
      Proceeds from private placement                      500,000            -
      Decrease in due to officer                           (33,333)           -
                                                          --------   ----------
      Net cash provided by (used in)
           financing activities                            381,724     (213,422)
                                                          --------   ----------

Net increase (decrease) in cash and
       cash equivalents                                    339,983     (387,425)
Cash and cash equivalents,
       beginning of period                                 220,774      759,309
                                                          --------   ----------
Cash and cash equivalents,
       end of period                                      $560,757     $371,884
                                                          ========   ==========

Supplemental schedule of noncash investing
  and financing activities:
      Acquisition of business                             $525,000   $        -
                                                          ========   ==========
            See notes to condensed consolidated financial statements.

                                        7

<PAGE>

                        DCAP GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)

1.   The Condensed  Consolidated  Balance  Sheet as of September  30, 2002,  the
     Condensed  Consolidated  Statements  of  Operations  for the three and nine
     months ended  September  30, 2002 and 2001 and the  Condensed  Consolidated
     Statements  of Cash Flows for the nine months ended  September 30, 2002 and
     2001  have  been  prepared  by  us  without  audit.  In  our  opinion,  the
     accompanying  unaudited condensed consolidated financial statements contain
     all  adjustments  necessary to present fairly in all material  respects our
     financial  position as of September 30, 2002, results of operations for the
     three and nine months ended  September 30, 2002 and 2001 and cash flows for
     the nine months ended  September  30, 2002 and 2001.  This report should be
     read in  conjunction  with our  Annual  Report on Form  10-KSB for the year
     ended December 31, 2001.

2.   Summary of Significant Accounting Policies:
     ------------------------------------------

     a.   Principles of consolidation

          The  accompanying   consolidated   financial  statements  include  the
          accounts  of all  subsidiaries  and joint  ventures in which we have a
          majority   voting   interest  or  voting   control.   All  significant
          intercompany accounts and transactions have been eliminated.

     b.   Revenue recognition

          We  recognize  commission  revenue  from  insurance  policies  at  the
          beginning  of the  contract  period,  on income tax  preparation  when
          services are completed,  and on automobile  club dues equally over the
          contract   period.   Franchise   fee   revenue  is   recognized   when
          substantially all of our contractual  requirements under the franchise
          agreement are completed. Refunds of commissions on the cancellation of
          insurance policies are reflected at the time of cancellation.

          Premium  financing fee revenue is earned based upon the origination of
          premium  finance  contracts  sold by agreement to third  parties.  The
          contract   fee  gives   consideration   to  an   estimate  as  to  the
          collectability  of the loan amount.  Periodically,  actual results are
          compared to estimates previously recorded, and adjusted accordingly.

          Revenues  from  room  sales  are  recorded  at the time  services  are
          performed.

     c.   Website Development Costs

          Technology  and content  costs are  generally  expensed  as  incurred,
          except for certain costs relating to the  development of  internal-use
          software,  including those relating to operating our website, that are
          capitalized  and  depreciated  over two years.  No costs were incurred
          during the nine months ended September 30, 2002.

                                        8

<PAGE>




     d.   Reclassifications

          Certain reclassifications have been made to the consolidated financial
          statements  for the three and nine months ended  September 30, 2001 to
          conform  with the  classifications  used for the three and nine months
          ended September 30, 2002.

3.   Acquisition of Barry Scott  Companies.  On August 30, 2002, we acquired all
     the  outstanding  capital  stock of  Barry  Scott  Companies  at a price of
     $850,000.  Barry Scott  Companies  consists of a holding  company and three
     insurance  agencies with 20 store locations  throughout New York State. The
     insurance   agencies  derive   substantially   all  of  their  income  from
     commissions and fees associated with the sale of automobile insurance.  The
     acquisition  allows for the expansion of our geographical  footprint within
     New  York  State  and  allows  for  us to  capitalize  on  operational  and
     administrative efficiencies.

     The  goodwill  amount  recorded  at August  30,  2002 is  comprised  of the
     following:  (i) the  excess of the  purchase  price over the  tangible  net
     assets and identified  intangibles acquired;  and (ii) the estimated direct
     transaction costs associated with the acquisition.

     Our condensed  consolidated  statements of operations  include the revenues
     and expenses of Barry Scott Companies from August 30, 2002.

     The following pro forma results were developed  assuming the acquisition of
     Barry Scott Companies had occurred on January 1, 2001:

                               Three months ended       Nine months ended
                                 September 30,             September 30,
                            -----------------------   ----------------------
                               2002         2001         2002        2001
                            ----------   ----------   ----------  ----------

     Revenues               $1,766,630   $1,512,921   $5,062,479  $4,844,964
     Net Income (loss)         221,405      133,833      416,546  (1,169,524)
     Net Income (loss)
        per share                 0.02         0.01         0.03       (0.07)

     The above unaudited pro forma condensed financial  information is presented
     for  illustrative  purposes only and is not  necessarily  indicative of the
     condensed  consolidated results of operations that actually would have been
     realized had we and Barry Scott  Companies  been a combined  company during
     the specified periods.

4.   The  results of  operations  and cash  flows for the three and nine  months
     ended September 30, 2002 are not  necessarily  indicative of the results to
     be expected for the full year.

5.   Segment  and  Related  Information.   We  have  three  reportable  business
     segments: Insurance, Premium Finance and Hotel. The Insurance segment sells
     retail auto,  motorcycle,  boat, life, business,  and homeowner's insurance
     and franchises.  In addition,  this segment offers tax preparation services
     and automobile club services for roadside emergencies. The Premium

                                        9

<PAGE>



     Finance segment offers property and casualty policyholders loans to finance
     the policy premiums.  The Hotel segment operates the International  Airport
     Hotel in San Juan,  Puerto Rico.  The Hotel caters  generally to commercial
     and tourist travelers in transit.

Summarized financial information  concerning our reportable segments is shown in
the following tables:

Nine Months Ended                     Premium
September 30, 2002        Insurance   Finance      Hotel    Other(1)    Total
- ------------------------  ---------   --------   --------  ---------  ----------

Revenues from external
     customers            $1,276,675  $855,668   $628,760  $   -      $2,761,103
Interest income                1,534      -         1,551       288        3,373
Interest expense              44,193      -          -         -          44,193
Depreciation and
    amortization              95,803      -        11,613      -         107,416
Segment (loss) profit        (29,814)  669,741     49,438  (346,322)     343,043
Segment assets             2,000,784   250,464    245,962   120,067    2,617,277


Nine Months Ended                     Premium
September 30, 2001        Insurance   Finance     Hotel   Other(1)     Total
- -----------------------   ----------  --------  --------  --------   ----------

Revenues from external
     customers            $1,683,438  $125,325  $728,483  $   5,759  $2,543,005
Interest income                2,501      -        2,183     10,059      14,743
Interest expense              44,747      -         -          -         44,747
Depreciation and
     amortization            212,554      -       10,324       -        222,878
Segment (loss) profit       (760,566)  116,341    95,757   (299,156)   (847,624)
Segment assets             2,087,831    38,542   280,929    200,337   2,607,639
- ------------

(1)  Column represents corporate-related items

6.   Private  Placement.  Effective  August 30, 2002,  we issued an aggregate of
     1,000,000  shares of common  stock for  $500,000,  or $.50 per share,  in a
     private transaction.

                                       10

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

          NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

     Results of Operations

     Our net income for the nine months ended September 30, 2002 was $343,043 as
compared to a net loss of $847,624 for the nine months ended September 30, 2001.

     During  the  nine  months  ended  September  30,  2002,  revenues  from our
insurance-related  operations were  $1,276,675 as compared to $1,683,438  during
the nine months ended  September 30, 2001. The decline in revenues was generally
due to the sale (and  conversion  to  franchise  status) of eight  DCAP  offices
effective  as of March 28,  2001,  offset by revenues for the month of September
2002 from Barry Scott Companies, which was acquired on August 30, 2002.

     Premium finance  revenues  increased  $730,343 during the nine months ended
September 30, 2002 as compared to the nine months ended September 30, 2001. This
increase  was the  result  of (i) our  renegotiation  in  September  2001 of our
agreement  regarding the sale of premium finance receivables that has given rise
to  increased  revenues  per  transaction,  (ii) an  increase  in the  number of
franchises utilizing our premium finance services, and (iii) an expansion of our
premium finance marketing efforts to non-DCAP insurance agencies.

     Hotel revenues  decreased  $99,723  between the nine months ended September
30, 2001 and 2002  primarily  due to the decline in air  traffic  following  the
terrorist attack of September 11, 2001.

     Our selling general and  administrative  expenses for the nine months ended
September 30, 2002 were $888,069  less than for the  comparable  period in 2001.
This decrease were primarily due to the sale of stores discussed above offset by
expenses for the month of September  2002  resulting from the operation of Barry
Scott Companies.  Further, our depreciation and amortization  expenses decreased
$115,462 between the nine months ended September 30, 2001 and 2002 primarily due
to the sale of the  stores,  a  write-off  of  goodwill as a result of the store
sales, and a write off of fixed assets during the fourth quarter of 2001.

     Our insurance-related operations during the nine months ended September 30,
2002, on a stand-alone  basis,  generated a net loss of $29,814 as compared to a
net loss of $760,566 for the nine months ended  September 30, 2001 (after giving
effect to a gain of  $56,043  on the sale of our  ownership  interest  in a DCAP
store).  Our premium finance  operations  during the nine months ended September
30, 2002, on a stand-alone basis, generated a net profit of $669,741 as compared
to a net profit of $116,341 during the comparable period in 2001. The operations
of the hotel during the nine months ended  September  30, 2002, on a stand-alone
basis,  generated  net income of $49,438 as  compared to a net income of $95,757
for the nine months  ended  September  30, 2001.  Losses from  corporate-related
items not allocable to reportable  segments were $346,322 during the nine months
ended  September  30, 2002 as compared  to  $299,156  for the nine months  ended
September 30, 2001.

                                       11

<PAGE>




     Liquidity and Capital Resources

     As of September 30, 2002, we had $560,757 in cash and cash  equivalents and
working  capital of $216,508.  As of December 31, 2001,  we had $220,774 in cash
and cash equivalents and a working capital deficiency of $598,263.

     Cash and cash equivalents increased between December 31, 2001 and September
30,  2002  primarily  due to (i) net  cash of  $292,005  provided  by  operating
activities for the nine months ended  September 30, 2002 based on our net income
of $343,043  and  depreciation  and  amortization  expenses of $107,416  for the
period,  offset by an  increase  in current  assets of $65,089 and a decrease in
current  liabilities  of $104,120 for the period;  and (ii) net cash of $381,724
provided by financing  activities  for the nine months ended  September 30, 2002
based on proceeds  from a private  placement  of $500,000,  offset  primarily by
principal  payments of long-term  debt and capital lease  obligations of $84,943
for the  period;  offset  by  (iii)  net  cash  of  $333,746  used in  investing
activities for the nine months ended  September 30, 2002 based  primarily on our
payment of $325,000 at the closing of our acquisition of Barry Scott Companies.

     Liquidity  at  September  30,  2002  was  sufficient,  in  the  opinion  of
management,  to meet  our  cash  requirements  for the 12  month  period  ending
September 30, 2003.

     We have no current commitments for capital expenditures.

Item 3.  CONTROLS AND PROCEDURES

     Within 90 days prior to the filing date of this report, our Chief Executive
Officer and Chief Financial Officer conducted an evaluation of the effectiveness
of our disclosure controls and procedures.  Based on this evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and  procedures  are  effective  in alerting him in a timely  manner to
material  information  required to be included in our SEC reports.  In addition,
our Chief Executive  Officer and Chief Financial  Officer  reviewed our internal
controls, and there have been no significant changes in our internal controls or
in other factors that could  significantly  affect those controls  subsequent to
the date of our last evaluation.

                                       12

<PAGE>



PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         None

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     Effective  August 30, 2002,  we issued an aggregate of 1,000,000  shares of
common stock for $500,000,  or $.50 per share, in a private  transaction to Jack
Seibald and Stephanie  Seibald,  jointly (500,000  shares),  and SDS Partners I,
Ltd. (500,000 shares).

     The above offering of shares was exempt from the registration  requirements
of the  Securities Act of 1933 pursuant to Section 4(2) thereof as a transaction
not involving any public offering.  We reached this  determination  based on the
following:  (i) the investors represented that they were "accredited  investors"
and  acquired  the  shares  for  their  own  account;   (ii)  the   certificates
representing  the shares of common  stock bear  restrictive  legends  permitting
transfer  only upon the  registration  of the shares or pursuant to an exemption
from  such  registration  requirements;  and  (iii) we did not offer or sell the
shares by any form of general solicitation or general advertising.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5.  OTHER INFORMATION

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

               3(a) Certificate of Incorporation, as amended

               3(b) By-laws, as amended

               99   Certificate of Chief  Executive  Officer and Chief Financial
                    Officer  Pursuant  to 18 U.S.C.  Section  1350,  as  Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                                       13

<PAGE>



          (b)  Reports on Form 8-K

               Two  Current  Reports  on Form 8-K were  filed by us  during  the
quarter ended September 30, 2002 as follows:

               (i)  Date of Report: August 30, 2002
                    Items reported:  2 and 7

               (ii) Date of Report:  September 3, 2002
                    Items reported:   5 and 7




<PAGE>



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            DCAP GROUP, INC.


Dated: November 12, 2002                    By:/s/ Barry Goldstein
                                            -----------------------------------
                                               Barry Goldstein
                                               President, Chairman of the Board,
                                               Chief Executive Officer, Chief
                                               Financial Officer and Treasurer
                                               (Principal Executive, Financial
                                               and Accounting Officer)



<PAGE>



                                  Certification


     I, Barry Goldstein,  Chief Executive Officer and Chief Financial Officer of
DCAP Group, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of DCAP Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d- 14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b)   any fraud,  whether or not material,  that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and



<PAGE>



6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 12, 2002
                                           /s/ Barry Goldstein
                                           ----------------------------
                                           Barry Goldstein
                                           Chief Executive Officer and
                                           Chief Financial Officer





<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99cert.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>



                                   Exhibit 99



<PAGE>



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The  undersigned  hereby  certifies,  pursuant  to, and as required  by, 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002,  that the Quarterly  Report of DCAP Group,  Inc. (the "Company") on
Form 10-QSB for the period  ended  September  30, 2002 fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended,  and that  information  contained in such  Quarterly  Report on Form
10-QSB fairly presents,  in all material respects,  the financial  condition and
results of operations of the Company.



Dated: November 12, 2002                    /s/ Barry Goldstein
                                            -----------------------------
                                            Barry Goldstein
                                            Chief Executive Officer and
                                            Chief Financial Officer











<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>3
<FILENAME>ex3bylaw.txt
<DESCRIPTION>BY-LAWS, AS AMENDED
<TEXT>
                                                         Effective as of 11/7/02

                                DCAP GROUP, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. The principal office of the corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle.

     Section 2. The  corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. All meetings of the stockholders  shall be held at such time and
place  as may be  fixed  from  time to time by the  board  of  directors  of the
corporation.

     Section 2. Annual meetings of  stockholders  shall be held for the election
of directors of the corporation.  At such annual meeting, the stockholders shall
elect a board of  directors  by a plurality  vote (as  provided in Section 10 of
this  Article  II), and shall  transact  such other  business as may properly be
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (a)  specified  in the  notice of meeting  (or any  supplement
thereto) given by, at the direction of or upon authority granted by the board of
directors,  (b) otherwise  brought before the meeting by, at the direction of or
upon authority  granted by the board of directors,  or (c) subject to Section 12
hereof,  otherwise  properly  brought before the meeting by a  stockholder.  For
business to be properly  brought before an annual meeting by a stockholder,  the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation.  To be timely,  a stockholder's  notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the date which is one year from the date of the mailing of
the  corporation's  Proxy  Statement  for the prior  year's  annual  meeting  of
stockholders.  If during the prior year the  corporation  did not hold an annual
meeting, or if the date of the meeting for which a stockholder intends to submit
a proposal  has  changed  more than 30 days from the date of the  meeting in the
prior  year,  then such notice  must be  received a  reasonable  time before the
corporation mails the Proxy Statement for the current year.

     A  stockholder's  notice to the secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description of the business desired to be

                                        1

<PAGE>

brought before the annual meeting,  and the reasons for conducting such business
at the  annual  meeting,  (b)  the  name  and  address,  as they  appear  on the
corporation's books, of the stockholder  proposing such business,  (c) the class
and  number of shares of the  corporation  which are  beneficially  owned by the
stockholder,  and (d) any material interest of the stockholder in such business.
Notwithstanding  anything in the By-Laws to the contrary, but subject to Section
12  hereof,  no  business  shall be  conducted  at an annual  meeting  except in
accordance  with the  procedures set forth in this Section 2. The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions  of this  Section  2, and,  if he should  so  determine,  he shall so
declare to the meeting,  and any such business not properly  brought  before the
meeting shall not be transacted.

     Section  3.  Written  notice of the annual  meeting  shall be given to each
stockholder  entitled to vote thereat not less than ten nor more than sixty days
before the date of the meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall prepare and make, at least ten days before every  election of
directors,  a  complete  list  of the  stockholders  entitled  to  vote  at said
election,  arranged  in  alphabetical  order,  showing the address and number of
shares  registered in the name of each  stockholder.  Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the  election,  either at a place within the city,
town or  village  where  the  election  is to be held and which  place  shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held,  and the list shall be produced and kept at the time
and place of  election  during  the  whole  time  thereof,  and  subject  to the
inspection of any stockholder who may be present.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  shall be  called  by the  secretary  of the  corporation  at the
request in writing of a majority of the entire board of directors.  Such request
shall state the purpose or purposes of the proposed meeting.

     Section 6. Written notice of a special meeting of stockholders, stating the
time, place and purposes thereof, shall be given to each stockholder entitled to
vote  thereat,  not less ten nor more than sixty days  before the date fixed for
the meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present or represented. At such

                                        2

<PAGE>
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question is one upon which,  by express  provision of a statute,  the by-laws or
the  certificate  of  incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 10. Except as provided in the  certificate of  incorporation,  each
stockholder  shall at every meeting of the  stockholders be entitled to one vote
in person or by proxy for each share of the capital  stock  having  voting power
held by such stockholder,  but no proxy shall be voted on after three years from
its date,  unless the proxy  provides for a longer  period.  At all elections of
directors of the  corporation,  each  stockholder  having  voting power shall be
entitled  to  exercise  the  right  of  cumulative  voting  as  provided  in the
certificate of incorporation.

     Section  11.  Whenever  the vote of  stockholders  at a meeting  thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of  incorporation,  the meeting
and vote of  stockholders  may be dispensed  with, if all the  stockholders  who
would have been entitled to vote upon the action if such meeting were held shall
consent in writing to such  corporate  action being taken unless such action has
been  authorized  by the board of  directors,  in which event such action may be
taken by the  written  consent of the holders of not less than a majority of the
shares of capital stock entitled to vote upon such action.

     Section  12.  Only  persons  who  are  nominated  in  accordance  with  the
procedures  set forth in this  Section 12 shall be  qualified  for  election  as
directors.  Nominations of persons for election to the board of directors of the
corporation  may be made at a meeting of  stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to vote
for the election of directors  at the meeting who complies  with the  procedures
set forth in this  Section  12. In order for persons  nominated  to the board of
directors,  other than those  persons  nominated  by or at the  direction of the
board of  directors,  to be qualified to serve on the board of  directors,  such
nomination  shall be made  pursuant to timely notice in writing to the secretary
of the corporation. To be timely, a stockholder's notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the meeting;  provided,  however,  that, in the event that
less than 70 days'  notice of the date of the  meeting is given to  stockholders
and public  disclosure  of the meeting  date,  pursuant to a press  release,  is
either not made or is made less than 70 days  prior to the  meeting  date,  then
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the tenth day following the earlier of (a) the day on which
such notice of the date of the meeting was mailed to stockholders or (b) the day
on which such public disclosure was made.

     A  stockholder's  notice  to the  secretary  must set  forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a director (i) the name, age, business

                                        3
<PAGE>
address and residence address of such person,  (ii) the principal  occupation or
employment  of such  person,  (iii)  the  class  and  number  of  shares  of the
corporation  which  are  beneficially  owned by such  person  and (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitation of proxies for election of directors,  or is otherwise required, in
each case pursuant to Regulation 14A promulgated  under the Securities  Exchange
Act of 1934, as amended from time to time (including,  without limitation,  such
documentation  as is required by Regulation 14A to confirm that such person is a
bona fide nominee); and (b) as to the stockholder giving the notice (i) the name
and address, as they appear on the corporation's  books, of such stockholder and
(ii) the class and number of shares of the  corporation  which are  beneficially
owned by such stockholder.  At the request of the board of directors, any person
nominated by the board of directors for election as a director  shall furnish to
the secretary of the corporation that information  required to be set forth in a
stockholder's  notice of  nomination  which  pertains to the nominee.  No person
shall  be  qualified  for  election  as a  director  of the  corporation  unless
nominated in accordance  with the  procedures  set forth in this Section 12. The
chairman of the meeting shall,  if the facts  warrant,  determine and declare to
the  meeting  that a  nomination  was not  made in  accordance  with  procedures
prescribed by the By-Laws,  and, if he should so determine,  he shall so declare
to the meeting, and the defective nomination shall be disregarded.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be fixed from time to time by the board of directors  of the  corporation.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article,  and each director  elected shall hold
office  until his  successor  is elected and  qualified.  Directors  need not be
stockholders.

     In the  event a  director  shall  fail to  attend,  either  in person or by
conference telephone,  at least two-thirds (2/3) of all meetings of the board of
directors of the corporation during any completed calendar year (commencing with
the year 2003),  then,  effective with January 1 of the following year, he shall
thereupon  be  deemed  to have  resigned  as a  director  unless  the  board  of
directors,  by vote of a majority of the remaining  directors,  shall  determine
that all excess absences were excusable.

     Section 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors  then in office,  though less than a quorum,  and the directors so
chosen  shall  hold  office  until the next  annual  election  and  until  their
successors are duly elected and shall qualify, unless sooner displaced.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by the stockholders.

                                        4

<PAGE>
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held immediately following the close of the annual meeting of stockholders at
the place of the holding of said annual  meeting.  No notice of any such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting,  provided a quorum  shall be present.  In the event such meeting is
not held at such time and place,  the meeting may be held at such time and place
as shall be  specified  in a notice  given as  hereinafter  provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section 6. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     Section 7. Special  meetings of the board of directors may be called by the
chairman of the board or the president on one (1) day's notice to each director,
either  personally,  by  overnight  mail,  by  telegram,  by  telecopier  or  by
telephone.  For purposes hereof,  one (1) day's notice shall be satisfied by the
delivery of such notice as shall result in the director receiving notice by 5:00
p.m.,  New York City  time,  on the day  immediately  preceding  the date of the
meeting (provided that the time of the meeting is no earlier than 8:00 a.m., New
York City time).

     Section 8. At all meetings of the board, a majority of the directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors;  provided,  however, that, in the event the number of
directors  in office is less than  four,  any action to be taken by the Board of
Directors  shall require the  affirmative  vote of all of the directors  then in
office,  except as may be otherwise  specifically  provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 9. Unless otherwise  restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if prior to such  action a written  consent  thereto  is signed by all
members of the board or such  committee,  as the case may be,  and such  written
consent is filed with the minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

     Section 10. The board of directors,  by resolution adopted by a majority of
the entire board,  may designate  from among its members an executive  committee
and other committees, which

                                        5

<PAGE>
committees  shall serve at the pleasure of the board of directors.  The board of
directors may designate one or more  directors as alternate  members of any such
committee,  who may replace any absent member or members of such committee.  The
board of directors, by resolution adopted by a majority of the entire board, may
remove a member of any such  committee  with or  without  cause.  To the  extent
provided in said resolution and to the extent permitted by the laws of the State
of Delaware,  each such committee  shall have and may exercise the powers of the
board of directors.

     Section 11. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section 12. The directors may be paid their expenses, if any, of attendance
at each  meeting  of the  board  of  directors  and may be paid a fixed  sum for
attendance  at each meeting of the board of  directors  and such salary or other
compensation  as directors,  as the board by resolution may  determine.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Notices to directors  and  stockholders  shall be in writing and
delivered  personally  or  mailed  to the  directors  or  stockholders  at their
addresses appearing on the books of the corporation.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of  incorporation  or of these by-laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or  after  the time  stated  herein,  shall be  deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall be a chairman of the board, a vice-chairman  of the board, a
president, an executive  vice-president,  a secretary and a treasurer. The board
of directors may also choose one or more vice-presidents,  assistant secretaries
and assistant treasurers. Two or more offices may be held by the same person.

     Section 2. The board of  directors,  at its first meeting after each annual
meeting of  stockholders,  shall choose a chairman of the board, a vice-chairman
of the board, a president, an

                                        6

<PAGE>
executive  vice-president,  a secretary and a treasurer,  none of whom need be a
member of the board.

     Section 3. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

     Section 4. The salaries of all officers of the  corporation  shall be fixed
by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the  entire  board of  directors.  Any  vacancy  occurring  in any office of the
corporation shall be filled by the board of directors.

     Section 6. In order to (i) terminate  the  employment of a person who is an
officer and director of the  corporation  (including,  without  limitation,  the
Chairman of the Board, Vice Chairman of the Board,  President and Executive Vice
President of the corporation) and who is a party to an employment agreement with
the  corporation  or (ii)  elect not to extend  the term  thereof,  then (x) the
approval  of the  Board  of  Directors  shall  be  required  and  (y) (I) if the
termination is based upon a claim of cause, the approval of a majority of all of
the members (including, for purposes of determining the number of members of the
Board,  the subject  employee,  if a Board member) shall be required and (II) if
the  termination  is not  based  upon a claim of  cause,  or if the  corporation
desires to elect not to extend the term of the particular  employment agreement,
the approval of seventy-five percent (75%) of all of the members (including, for
purposes  of  determining  the  number of  members  of the  Board,  the  subject
employee, if a Board member) (rounded to the nearest integer) shall be required.

                             CHAIRMAN OF THE BOARD

     Section  7. The  chairman  of the board of  directors  shall  have  general
supervision  and control  over the finances of the  corporation,  subject to the
control of the board of directors; shall preside at all meetings of the board of
directors  and  stockholders;  shall  be  ex-officio  a member  of all  standing
committees;  and shall  perform  such  other  duties as from time to time may be
assigned to him by the board of directors.

                           VICE-CHAIRMAN OF THE BOARD

     Section  8.  The  vice-chairman  of the  board  shall,  in the  absence  or
disability  of the  chairman of the board,  perform the duties and  exercise the
powers of the chairman of the board,  and shall generally assist the chairman of
the board and  perform  such other  duties as the board or the  chairman  of the
board shall prescribe.



                                        7

<PAGE>
                                    PRESIDENT

     Section 9. The president  shall have general  supervision  and control over
the  day-to-day  business  and  management  of the  corporation,  subject to the
control of the board of directors, and shall see that all orders and resolutions
of the board are carried into effect.

                            EXECUTIVE VICE-PRESIDENT

     Section  10.  The  executive  vice-president  shall  generally  assist  the
president  in the  management  of the  day-to-day  business  and  affairs of the
corporation  and, in the absence or disability of the  president,  shall perform
the duties and  exercise  the powers of the  president,  and shall  perform such
other duties and have such other powers as the board of directors  may from time
to time prescribe.

                                 VICE-PRESIDENTS

     Section 11. The  vice-president,  or if there  shall be more than one,  the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the executive vice-  president,  perform the duties and
exercise the powers of the executive vice-president and shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                       SECRETARY AND ASSISTANT SECRETARIES

     Section  12.  The  secretary  shall  attend  all  meetings  of the board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the board of  directors,  and shall
perform such other duties as may be prescribed by the board of directors,  under
whose  supervision  he shall be. He shall keep in safe  custody  the seal of the
corporation  and, when  authorized by the board of directors,  affix the same to
any  instrument  requiring it and, when so affixed,  it shall be attested by his
signature or by the signature of an assistant secretary.

     Section  13. The  assistant  secretary,  or if there be more than one,  the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and exercise
the powers of the  secretary  and shall  perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                       TREASURER AND ASSISTANT TREASURERS

     Section 14. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books and belongings to the

                                        8

<PAGE>
corporation and shall deposit all moneys and other valuable  effects in the name
and to the credit of the  corporation in such  depositories as may be designated
by the board of directors.

     Section  15.  He shall  disburse  the  funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.

     Section  16. If  required  by the  board of  directors,  he shall  give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 17. The  assistant  treasurer,  or if there shall be more than one,
the  assistant  treasurers  in the order  determined  by the board of directors,
shall,  in the absence or  disability of the  treasurer,  perform the duties and
exercise  the powers of the  treasurer  and shall  perform such other duties and
have  such  other  powers  as the  board  of  directors  may  form  time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATE OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a  certificate,  signed  by,  or in the  name of the  corporation  by,  the
chairman  of the board,  the  vice-chairman  of the board,  the  president,  the
executive  vice-president  or a  vice-president  and  by  the  treasurer  or  an
assistant  treasurer,  or  the  secretary  or  an  assistant  secretary  of  the
corporation, certifying the number of shares owned by him in the corporation.

     Section 2.  Where a  certificate  is signed  (a) by a transfer  agent or an
assistant  transfer  agent or (b) by a  transfer  clerk  acting on behalf of the
corporation  and a registrar,  the  signature of any such chairman of the board,
vice-chairman  of  the  board,  president,   executive   vice-president,   vice-
president,  treasurer, assistant treasurer, secretary or assistant secretary may
be  facsimile.  In case  any  officer  or  officers  who have  signed,  or whose
facsimile  signature or signatures  have been used on, any such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  have  been  delivered  by the  corporation,  such  certificate  or
certificates  may  nevertheless  be adopted by the corporation and be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates or whose  facsimile  signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.



                                        9

<PAGE>
                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged to have been lost or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate of stock to be lost or destroyed.  When  authorizing such issue of a
new certificate or  certificates,  the board of directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same in such  manner  as it  shall  require  and/or  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 5. The board of directors may close the stock transfer books of the
corporation  for a period not  exceeding  fifty days  preceding  the date of any
meeting of  stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not  exceeding  fifty days
in connection  with obtaining the consent of  stockholders  for any purpose.  In
lieu of closing the stock  transfer  books as aforesaid,  the board of directors
may fix in advance a date, which date shall not be more than sixty nor less than
ten days preceding the date of any meeting of stockholders,  or the date for the
payment of any dividend,  or the date for the  allotment of rights,  or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection  with obtaining  such consent,  as a record date for the
determination  of the  stockholders  entitled  to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend,  or to any such allotment of rights, or to exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent,  and in such case such  stockholders and only such stockholders as
shall be  stockholders  of record on the date so fixed shall be entitled to such
notice of, and to vote at,  such  meeting  and any  adjournment  thereof,  or to
receive payment of such dividend,  or to receive such allotment of rights, or to
exercise  such  rights,   or  to  give  such  consent,   as  the  case  may  be,
notwithstanding  any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.





                                       10

<PAGE>
                             REGISTERED STOCKHOLDERS

     Section 6. The  corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

     Section 2. Before  payment of any  dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     CHECKS

     Section  4. All  checks  or demand  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                       11

<PAGE>
                                      SEAL

     Section 6. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

     Section 7. The  corporation  shall to the full extent  permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to time,
indemnify   all  persons   whom  it  may   indemnify   pursuant   thereto.   The
indemnifications  authorized  hereby shall not be deemed  exclusive of any other
rights to which those seeking  indemnification  may be entitled under or through
any agreement,  vote of  stockholders or  disinterested  directors or otherwise,
both as to action in the official capacity of those seeking  indemnification and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and  administrators  of such
persons.  The corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of another corporation,  partnership,  joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of Section 145.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These  by-laws  may be altered or  repealed  (a) at any  regular
meeting of the  stockholders  or of the board of  directors,  (b) at any special
meeting  of the  stockholders  or of the  board of  directors  if notice of such
alteration  or repeal be contained in the notice of such special  meeting or (c)
by unanimous written consent of the stockholders or board of directors.


                                       12


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>4
<FILENAME>ex3recoi.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                DCAP GROUP, INC.

                      (Pursuant to Section 242 & 245 of the
                      General Corporation Law of Delaware)

     DCAP GROUP, INC., a corporation  organized and existing under and by virtue
of the provisions of the General  Corporation  Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: The name of the Corporation is DCAP Group,  Inc. The Corporation was
originally  incorporated  pursuant to the General  Corporation Law on August 25,
1961 under the name Executive House, Inc.



<PAGE>



     SECOND: The Corporation is hereby integrating into a single document all of
the  provisions of its  Certificate  of  Incorporation  which are  heretofore in
effect and operative and at the same time is hereby  amending its Certificate of
Incorporation as follows: (a) it is amending Article THIRD of its Certificate of
Incorporation  to broaden the corporate  purposes of the  Corporation to include
any  lawful  act or  activity  for which  corporations  may be  organized  under
Delaware  law,  (b)  it  is  amending  Article  FOURTH  of  its  Certificate  of
Incorporation  to  increase  the  number  of shares  of  Common  Stock  that the
Corporation shall be authorized to issue from 25,000,000 to 40,000,000,  and (c)
it is amending Article FOURTH of its Certificate of Incorporation to provide for
the  establishment  of 1,000,000 shares of Preferred Stock which the Corporation
shall  have  the  authority  to  issue  and to vest  authority  in the  Board of
Directors to issue  Preferred  Stock, in one or more series and with such voting
powers,  designations,   preferences,  and  relative  participating,   optional,
conversion   and  other  rights,   and  such   qualifications,   limitations  or
restrictions thereon as determined by the Board of Directors.

     THIRD:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
amended and restated to read in its entirety as follows:

     "FIRST. The name of the corporation is DCAP Group, Inc.

     SECOND. Its registered office in the State of Delaware is located at United
Corporate  Services,  Inc., 15 East North Street in the City of Dover, County of
Kent, State of Delaware, 19901. The name of its registered agent at that address
is United Corporate Services, Inc.

     THIRD. The nature of the business of the  corporation,  and the objects and
purposes to be transacted,  promoted and carried on by it, shall be to engage in
any lawful act or activity for which  corporations  may be  organized  under the
General Corporation Law of Delaware.



<PAGE>



     FOURTH.  (a) The aggregate  number of shares of stock which the corporation
shall have the  authority to issue is forty one million  (41,000,000),  of which
forty million  (40,000,000)  shares shall be designated as Common Stock,  with a
par value of $.01,  and one million  (1,000,000)  shares shall be  designated as
Preferred Stock, with a par value of $.01.

          (b)  Each share of Common  Stock shall  entitle the holder  thereof to
one vote, in person or by proxy, at any and all meetings of the  stockholders of
the corporation,  on all propositions  before such meetings;  except that at all
elections of directors of the corporation each stockholder  shall be entitled to
as many  votes  as shall  equal  the  number  of votes  which  (except  for this
provision as to cumulative voting) he would be entitled to cast for the election
of  directors  with respect to his shares of stock  multiplied  by the number of
directors  to be  elected,  and that he may cast all of such  votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them, as he may see fit.

          (c) No  stockholder,  as such,  shall  have any  pre-emptive  right to
subscribe  for  or  purchase  any  additional  shares  of  stock  or  securities
convertible  into or carrying  warrants or options to acquire shares of stock of
the corporation.

          (d)  Any  and  all  right,  title,  interest  and  claim  in or to any
dividends  declared by the  corporation,  whether in cash,  stock or  otherwise,
which are  unclaimed  by the  stockholder  entitled  thereto for a period of six
years after the close of business on the payment date, shall be and be deemed to
be extinguished and abandoned and such unclaimed  dividends in the possession of
the corporation, its transfer agents or depositaries,  shall at such time become
the absolute  property of the corporation,  free and clear of any and all claims
of any persons whatsoever.




<PAGE>


          (e) The Board of  Directors  hereby is vested  with the  authority  to
provide for the issuance of the  Preferred  Stock,  at any time and from time to
time,  in one or more  series,  each of such series to have such voting  powers,
designations,  preferences and relative participating,  optional, conversion and
other rights, and such  qualifications,  limitations or restrictions  thereon as
expressly provided in the resolution or resolutions duly adopted by the Board of
Directors  providing  for the  issuance  of such shares or series  thereof.  The
authority  which hereby is vested in the Board of Directors  shall include,  but
not be limited to, the authority to provide for the following  matters  relating
to each series of the Preferred Stock:

               (i) The designation of any series.

               (ii) The number of shares initially constituting any such series.

               (iii) The  increase,  and the  decrease to a number not less than
the number of the outstanding shares of any such series, of the number of shares
constituting such series theretofore fixed.

               (iv) The rate or rates  and the times at which  dividends  on the
shares of Preferred  Stock or any series  thereof shall be paid,  and whether or
not  such  dividends  shall  be  cumulative,  and,  if such  dividends  shall be
cumulative, the date or dates from and after which they shall accumulate.

               (v)  Whether  or not the  shares  of  Preferred  Stock or  series
thereof shall be redeemable,  and, if such shares shall be redeemable, the terms
and conditions of such  redemption,  including,  but not limited to, the date or
dates upon or after which such  shares  shall be  redeemable  and the amount per
share which shall be payable upon such  redemption,  which amount may vary under
different conditions and at different redemption dates.



<PAGE>





               (vi) The  amount  payable  on the  shares of  Preferred  Stock or
series  thereof  in the  event  of the  voluntary  or  involuntary  liquidation,
dissolution  or  winding  up of the  Corporation;  provided,  however,  that the
holders of shares  ranking  senior to other shares shall be entitled to be paid,
or to have set apart for payment,  not less than the  liquidation  value of such
shares  before the  holders of shares of the Common  Stock or the holders of any
other series of Preferred Stock ranking junior to such shares.

               (vii)  Whether  or not the  shares of  Preferred  Stock or series
thereof shall have voting rights,  in addition to the voting rights  provided by
law, and, if such shares shall have such voting rights, the terms and conditions
thereof, including but not limited to the right of the holders of such shares to
vote as a separate  class  either  alone or with the holders of shares of one or
more other  class or series of  Preferred  Stock and the right to have more than
one vote per share.

               (viii)  Whether or not a sinking  fund shall be provided  for the
redemption of the shares of Preferred  Stock or series  thereof,  and, if such a
sinking fund shall be provided, the terms and conditions thereof.

               (ix)  Whether or not a purchase  fund shall be  provided  for the
shares of Preferred Stock or series thereof,  and, if such a purchase fund shall
be provided, the terms and conditions thereof.

               (x)  Whether  or not the  shares  of  Preferred  Stock or  series
thereof  shall  have  conversion  privileges,  and,  if such  shares  shall have
conversion privileges, the terms and conditions of conversion, including but not
limited  to any  provision  for the  adjustment  of the  conversion  rate or the
conversion price.



<PAGE>





               (xi) Any  other  relative  rights,  preferences,  qualifications,
limitations and restrictions.

     FIFTH.  The  minimum  amount of  capital  with which the  corporation  will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH.  The  names and  places of  residence  of the  incorporators  are as
follows:

                    Names                     RESIDENCES
                    -----                     ----------

                    S.H. Livesay              Wilmington, Delaware
                    L.A. Kyritsis             Wilmington, Delaware
                    S. S. Galaska             Wilmington, Delaware

     SEVENTH. The corporation is to have perpetual existence.

     EIGHTH.  The private property of the  stockholders  shall not be subject to
the payment of corporate debts to any extent whatever.

     NINTH.  In  furtherance  and not in limitation  of the powers  conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.



<PAGE>





     To set  apart  out of any of the  funds of the  corporation  available  for
dividends a reserve or reserves  for any proper  purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution  passed by a majority of the whole board, to designate one or
more  committees,  each  committee to consist of two or more of the directors of
the  corporation,  which,  to the extent  provided in the  resolution  or in the
by-laws of the corporation,  shall have and may exercise the powers of the board
of directors in the  management of the business and affairs of the  corporation,
and may authorize the seal of the  corporation to be affixed to all papers which
may require it. Such  committee or  committees  shall have such name or names as
may be stated in the by-laws of the  corporation  or as may be  determined  from
time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose,  or when authorized by the written consent
of the  holders of a majority of the voting  stock  issued and  outstanding,  to
sell,  lease or  exchange  all of the  property  and assets of the  corporation,
including  its good  will and its  corporate  franchises,  upon  such  terms and
conditions and for such  consideration,  which may be in whole or in part shares
of stock in, and/or other securities of, any other  corporation or corporations,
as its board of directors shall deem expedient and for the best interests of the
corporation.


<PAGE>





     TENTH.  Whenever a  compromise  or  arrangement  is proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any creditor or stockholder  thereof,  or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders of this corporation, as the case may be, to be summoned in such
manner as the said  court  directs.  If a majority  in the  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  corporation,  as the  case  may  be,  and  also on this
corporation.

     ELEVENTH.  Meetings  of  stockholders  may be held  outside  the  State  of
Delaware,  if the by-laws so provide.  The books of the  corporation may be kept
(subject to any provision



<PAGE>



contained in the statutes) outside the State of Delaware at such place or places
as may be  designated  from  time to time by the  board of  directors  or in the
by-laws of corporation.  Elections of directors need not be by ballot unless the
by-laws of the corporation shall so provide.

     TWELFTH. The corporation may enter into contracts or transact business with
one or more of its  directors,  or with  any  firm of  which  one or more of its
directors are members or with any trust,  firm,  corporation  or  association in
which any one or more of its directors is a stockholder,  director or officer or
otherwise  interested,  and  any  such  contract  or  transaction  shall  not be
invalidated  in the absence of fraud because such director or directors  have or
may have interests  therein which are or might be adverse to the interest of the
corporation,  even though the presence  and/or vote of the director or directors
having such adverse  interest  shall have been  necessary to constitute a quorum
and/or to obligate the  corporation  upon such contract or  transaction;  and no
director having such adverse  interest shall be liable to this corporation or to
any  stockholder  or  creditor  thereof,  or to any other  person,  for any loss
incurred by it under or by reason of any such contract or transaction; nor shall
any such director or directors be accountable for any gains or profits  realized
thereon.

     THIRTEENTH.  Each  director and each  officer now or hereafter  serving the
corporation  or, at the request of the  corporation,  any other  corporation  in
which the corporation has an interest as stockholder or creditor, and his heirs,
executors  and  administrators,  shall be  indemnified  and held harmless by the
corporation from and against all costs, expenses and liabilities,



<PAGE>



including  but not limited to counsel fees and amounts of judgments  and amounts
paid in  settlement,  which may be imposed upon or incurred by him in connection
with or  resulting  from any  claim  made  against  him or any  action,  suit or
proceeding in which he may be involved,  by reason of his being or having been a
director or officer of the corporation or any of such other corporation, whether
or not he continues to be a director or officer at the time such costs, expenses
and  liabilities  are  imposed  or  incurred;  provided,  however,  that no such
director or officer shall be so indemnified (a) with respect to any matter as to
which he shall, in any such action,  suit or proceeding,  be finally adjudged to
be liable for  misconduct  in the  performance  of his  duties as a director  or
officer, or (b) in the event of a settlement of any such claim,  action, suit or
proceeding   unless  (i)  such   settlement   shall,   with   knowledge  of  the
indemnification   provided   for  hereby,   be  approved  by  the  court  having
jurisdiction of such claim,  action,  suit or proceeding or (ii) such settlement
shall have been made upon the  written  opinion of  independent  legal  counsel,
selected  by or in a  manner  determined  by  the  board  of  directors  of  the
corporation,  to the effect that there is no reasonable  ground of liability for
misconduct  on the part of such  director or officer and that the entire cost of
such  settlement will not  substantially  exceed the estimated cost of defending
such claim,  action,  suit or  proceeding to a final  conclusion.  The foregoing
rights of indemnification shall be in addition to any other rights to which such
director or officer may otherwise be entitled as a matter of law.

     FOURTEENTH.  The corporation  reserves the right to amend, alter, change or
repeal any provision  contained in this  certificate  of  incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.


<PAGE>





     FIFTEENTH. No director of the corporation shall be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability (i) for breach of the director's  duty
of loyalty to the  corporation or its  stockholders;  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

     SIXTEENTH.  If action is to be taken by the stockholders of the corporation
without a meeting,  then the written consent of the holders of all of the shares
of capital stock  entitled to vote on such action shall be required to take such
action,  unless the action has been  authorized by the Board of Directors of the
corporation, in which case the written consent of the holders of not less than a
majority of the shares of capital stock entitled to vote on such action shall be
required to take such action."

     FOURTH:  This  Restated  Certificate  of  Incorporation  was  duly  adopted
pursuant to the  provisions of Section 245 of the Delaware  General  Corporation
Law.



<PAGE>




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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