DCAP GROUP, INC.
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March 28, 2001
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Dear ▇▇▇:
Reference is made to the Employment Agreement dated as of February 25, 1999
by and between DCAP Group, Inc. (the "Company") and you (the "Employment
Agreement").
The parties hereby acknowledge that it is their mutual desire to terminate
the Employment Agreement and accordingly agree that the Employment Agreement is
hereby terminated. The parties agree further that, except as hereinafter
provided, neither party shall have any further rights or obligations under the
Employment Agreement, in connection therewith or in connection with the
termination thereof. Notwithstanding the foregoing, the parties agree that
nothing herein shall be deemed a waiver of any rights of the parties under the
Employment Agreement in connection with the breach of any representation or
covenant that occurred prior to the date hereof. In addition, the parties agree
that the provisions of Paragraphs 7.1 through 7.4, 12.1 through 12.4, 13.1, 14.1
through 14.5, 16.1, 17.1, 18.1, 19.1, 20.1, 21.1, 22.1 and 23.1 of the
Employment Agreement shall continue in full force and effect in accordance with
the provisions thereof.
Simultaneously herewith, you are resigning freely and voluntarily as an
employee and officer of the Company and as an officer and director of any and
all subsidiaries of the Company for which you serve in such capacity.
You understand and agree further that the Company shall have no obligation
to you, whether for compensation, payments, benefits or otherwise, arising under
or relating to your employment or position with the Company or any subsidiary
thereof, the termination of your employment, the Employment Agreement, or
otherwise.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed entirely in New York.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and there are no representations,
warranties or commitments except as set forth herein. This Agreement supersedes
all prior agreements, understandings, negotiations and discussions, whether
written or oral, of the parties hereto relating to the subject matter hereof.
This Agreement may be amended, and any provision hereof waived, only by a
writing executed by the party sought to be charged.
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March 28, 2001
Page 2
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.
Signatures hereon which are transmitted via facsimile shall be deemed
original signatures.
Very truly yours,
DCAP Group, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Chief Executive Officer
Agreed:
/s/ ▇▇▇ ▇. ▇▇▇▇
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