UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
DCAP Group, Inc. (formerly EXTECH Corporation)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
233065 10 1
(CUSIP Number)
Fred S. Skolnik, Esq. (516) 296-7000
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(1)(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
Page 1 of 14 Pages
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Morton L. Certilman
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,470,393
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
1,470,393
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,470,393
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
12.5%
14. Type of Reporting Person
IN
2
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Jay M. Haft
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,563,893
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
1,563,893
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,563,893
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
13.3%
14. Type of Reporting Person
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Kevin Lang
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 2,575,000
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
2,575,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,575,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
21.9%
14. Type of Reporting Person
IN
4
<PAGE>
SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Abraham Weinzimer
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 2,575,000
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
2,575,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,575,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
21.9%
14. Type of Reporting Person
IN
5
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement amends and supplements the Schedule 13D dated
December 16, 1988, as previously amended by Amendments No. 1 through 11 dated
January 12, 1989, April 11, 1989, April 12, 1989, April 21, 1989, September 27,
1989, February 27, 1992, March 22, 1994, October 11, 1994, June 3, 1996, July
31, 1996, and December 31, 1996, respectively, filed by Morton L. Certilman and
Jay M. Haft relating to the Common Stock, par value $.01 per share, of DCAP
Group, Inc. (the "Common Shares"), formerly known as EXTECH Corporation, a
Delaware corporation (the "Company").
This is the initial statement made by Kevin Lang and Abraham
Weinzimer in reference to the Common Shares of the Company. The address of the
principal executive offices of the Company is 90 Merrick Avenue, East Meadow,
New York 11554.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Names of Reporting Persons:
Morton L. Certilman
Jay M. Haft
Kevin Lang
Abraham Weinzimer
(b) Residence or business addresses:
Morton L. Certilman
90 Merrick Avenue
East Meadow, NY 11554
Jay M. Haft
1001 Brickell Bay Drive
9th Floor
Miami, FL 33131
Kevin Lang
2545 Hempstead Turnpike
Suite 100
East Meadow, NY 11554
Abraham Weinzimer
2545 Hempstead Turnpike
Suite 100
East Meadow, NY 11554
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(c) Mr. Certilman is employed as Chairman of the Company. Mr.
Haft is employed as Vice Chairman of the Company. Mr. Lang is employed as
President of the Company. Mr. Weinzimer is employed as Executive Vice President
of the Company.
(d) None of the Reporting Persons has been convicted in a
criminal proceeding in the last five years.
(e) None of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body during the last five years.
(f) Messrs. Certilman, Haft, Lang and Weinzimer are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reference is made to Item 4 hereof.
ITEM 4. PURPOSE OF TRANSACTION.
On February 25, 1999, pursuant to an Agreement, dated as of
May 8, 1998, by and among the Company, and Messrs. Certilman, Haft, Lang and
Weinzimer, as amended (the "DCAP Agreement"), the Company acquired from Messrs.
Lang and Weinzimer all of the outstanding stock of Dealers Choice Automotive
Planning Inc. as well as interests in other related companies (collectively, the
"DCAP Shares") in consideration for the issuance to each of Messrs. Lang and
Weinzimer of 1,650,000 Common Shares of the Company (an aggregate of 3,300,000
Common Shares).
At the closing of the DCAP Agreement, the following additional
Common Shares of the Company were issued by the Company:
(i) 475,000 Common Shares to each of Messrs. Lang and
Weinzimer (an aggregate of 950,000 Common Shares)
(the "950,000 Additional Shares") at a purchase price
of $.25 per share, paid as follows:
(a) an amount in cash equal to the par value of
the 950,000 Additional Shares ($4,750 for
each or an aggregate of $9,500); and
(b) the balance by the delivery by each of
Messrs. Lang and Weinzimer of a promissory
note in the principal amount of $114,000 (an
aggregate of $228,000) (collectively, the
"Additional Shares Notes"). The Additional
Shares Notes provide for, among other
things, the following:
(I) interest at the rate of 6% per annum;
and
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(II) payment of principal and interest in
six equal annual installments
commencing April 15, 2001 and
continuing through April 15, 2006,
subject to acceleration to the
extent that Mr. Lang or Mr.
Weinzimer receives any proceeds from
the sale or other disposition of any
Common Shares;
(ii) 208,500 Common Shares to each of Messrs. Certilman
and Haft or their retirement trusts (an aggregate of
417,000 Common Shares) at a purchase price of $.25
per share, paid in cash; and
(iii) 17,500 Common Shares to each of Brian Ziegler and
Andrea Ziegler, the son-in-law and daughter of Mr.
Certilman (an aggregate of 35,000 Common Shares), at
a purchase price of $.25 per share, paid in cash. Mr.
Certilman disclaims beneficial ownership of the
Common Shares owned by Mr. and Mrs. Ziegler.
At the closing of the DCAP Agreement, each of Messrs. Haft,
Lang and Weinzimer and Mr. Certilman's retirement trust also purchased 450,000
Common Shares of the Company (1,800,000 Common Shares in the aggregate) (the
"Sterling Foster Shares"), beneficially owned by Sterling Foster Holding Corp.
("Sterling Foster") and held by Mr. Certilman as voting trustee pursuant to a
Voting Trust Agreement with Sterling Foster, at a purchase price of $.25 per
share. Mr. Certilman did not receive any portion of such purchase price. Messrs.
Certilman and Haft paid for their Sterling Foster Shares in cash. Messrs. Lang
and Weinzimer also paid for their Sterling Foster Shares in cash, using the
proceeds of a loan from the Company (discussed below) for such purpose. Upon
such purchase, the Voting Trust Agreement was terminated.
Pursuant to the DCAP Agreement, at the closing, the Company
loaned $112,500 to each of Messrs. Lang and Weinzimer (an aggregate of $225,000)
(the "Closing Loans"). The proceeds of the Closing Loans were used by Messrs.
Lang and Weinzimer solely for the purpose of purchasing their Sterling Foster
Shares. Each of the Closing Loans is evidenced by a promissory note (the
"Closing Loan Notes") that provides for, among other things, the following:
(i) interest at the rate of 6% per annum;
(ii) payment of principal and interest in six equal annual
installments commencing April 15, 2001 and continuing
through April 15, 2006, subject to acceleration to
the extent that Mr. Lang or Mr. Weinzimer receives
any proceeds from the sale or other disposition of
any Common Shares;
(iii) non-recourse against Messrs. Lang and Weinzimer,
i.e., Messrs. Lang and Weinzimer will not be
personally liable for the payment of the Closing Loan
Notes; instead, in the event of a default, the
Company's sole remedy will be pursuant to a pledge by
Messrs. Lang and Weinzimer of their Sterling Foster
Shares, as discussed in Item 6 hereof; and
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(iv) the right of each of Messrs. Lang and Weinzimer to
satisfy the amounts due under his respective Closing
Loan Note by delivering Common Shares valued at the
greater of (A) $.25 per share or (B) the average
market price of the Common Shares for the 20 trading
days immediately preceding the date of delivery of
the shares.
At the closing of the DCAP Agreement, Leon Lapidus resigned as
a director of the Company, the size of the Board of Directors was expanded to
four and Messrs. Lang and Weinzimer were appointed as directors. Messrs.
Certilman and Haft continued as directors of the Company. Concurrently, pursuant
to an agreement with Eagle Insurance Company ("Eagle") that was consummated
immediately following the closing of the DCAP Agreement, the size of the Board
was further increased to five and Robert M. Wallach, a designee of Eagle, was
appointed as a director.
At the closing of the DCAP Agreement, each of Messrs.
Certilman, Haft, Lang and Weinzimer entered into an Employment Agreement with
the Company pursuant to which they serve as Chairman, Vice Chairman, President
and Executive Vice President of the Company, respectively.
See Item 6 hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Mr. Certilman is the beneficial owner
of 1,470,393 Common Shares of the Company (or approximately 12.5% of the
outstanding Common Shares of the Company). Of such Common Shares, 902,452 are
held in a retirement trust for the benefit of Mr. Certilman. Mr. Certilman has
sole voting and dispositive power over all of such shares. At the closing of the
DCAP Agreement, Mr. Certilman also was granted options to purchase up to 225,000
Common Shares of the Company; however, none of such options are exercisable
currently or within 60 days.
Except as described in Item 4 hereof, during the past 60 days
Mr. Certilman has not effected any transactions in the Common Shares of the
Company.
As of the date hereof, Mr. Haft is the beneficial owner of
1,563,893 Common Shares of the Company (or approximately 13.3% of the
outstanding Common Shares of the Company). Of such Common Shares, 15,380 are
held in a retirement trust for the benefit of Mr. Haft. Mr. Haft has sole voting
and dispositive power over all of such shares. At the closing of the DCAP
Agreement, Mr. Haft also was granted options to purchase up to 225,000 Common
Shares of the Company; however, none of such options are exercisable currently
or within 60 days.
Except as described in Item 4 hereof, during the past 60 days
Mr. Haft has not effected any transactions in the Common Shares of the Company.
As of the date hereof, Mr. Lang is the beneficial owner of
2,575,000 Common Shares of the Company (or approximately 21.9% of the
outstanding Common Shares of the Company). Mr.
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Lang has sole voting and dispositive power over all of such shares. At the
closing of the DCAP Agreement, Mr. Lang also was granted options to purchase up
to 200,000 Common Shares of the Company; however, none of such options are
exercisable currently or within 60 days. See Items 4 and 6 hereof.
Except as described in Item 4 hereof, during the past 60 days
Mr. Lang has not effected any transactions in the Common Shares of the Company.
As of the date hereof, Mr. Weinzimer is the beneficial owner
of 2,575,000 Common Shares of the Company (or approximately 21.9% of the
outstanding Common Shares of the Company). Mr. Weinzimer has sole voting and
dispositive power over all of such shares. At the closing of the DCAP Agreement,
Mr. Weinzimer also was granted options to purchase up to 200,000 Common Shares
of the Company; however, none of such options are exercisable currently or
within 60 days. See Items 4 and 6 hereof.
Except as described in Item 4 hereof, during the past 60 days
Mr. Weinzimer has not effected any transactions in the Common Shares of the
Company.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The payment of all amounts due under the Additional Shares
Notes is secured by a pledge by each of Messrs. Lang and Weinzimer to the
Company of 570,000 Common Shares of the Company, pursuant to pledge agreements
that were entered into at the closing of the DCAP Agreement.
The payment of all amounts due under the Closing Loan Notes is
secured by a pledge by each of Messrs. Lang and Weinzimer to the Company of the
Sterling Foster Shares acquired by him, pursuant to pledge agreements that were
entered into at the closing of the DCAP Agreement.
Pursuant to Stock Option Agreements entered into at the
closing of the DCAP Agreement, each of Messrs. Certilman and Haft was granted an
option to purchase up to 225,000 Common Shares of the Company at a purchase
price of $2.69 per share. Such options vest to the extent of one-half thereof on
February 25, 2000 and one-half on February 25, 2001, and expire on February 25,
2004.
Pursuant to Stock Option Agreements entered into at the
closing of the DCAP Agreement, each of Messrs. Lang and Weinzimer was granted an
option to purchase up to 200,000 Common Shares of the Company at a purchase
price of $2.69 per share. Such options vest to the extent of one-half thereof on
February 25, 2000 and one-half on February 25, 2001, and expire on February 25,
2004.
Pursuant to the DCAP Agreement, each of Messrs. Certilman,
Haft, Lang and Weinzimer has agreed that, during the eight year period following
the closing of the DCAP
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Agreement, (i) he will vote his respective shares of stock of the Company in
favor of each of the others as a director of the Company provided that the
particular person in whose favor the vote would be remains in the employ of the
Company, (ii) in the event Mr. Certilman or Mr. Haft dies or otherwise ceases to
serve as a director of the Company, Messrs. Lang and Weinzimer will vote their
respective shares of stock of the Company in favor of the designee of the
survivor of Mr. Certilman or Mr. Haft (or, in the case of a reason other than
death, the one remaining as a director), (iii) in the event Mr. Lang or Mr.
Weinzimer dies or otherwise ceases to serve as a director of the Company,
Messrs. Certilman and Haft will vote their respective shares of stock of the
Company in favor of the designee of the survivor of Mr. Lang or Mr. Weinzimer
(or, in the case of a reason other than death, the one remaining as a director)
and (iv) he will not vote his shares to (a) increase the size of the Board of
Directors of the Company or (b) amend the Certificate of Incorporation or
By-Laws of the Company, in each case without the written approval of the others.
In the event of the death or other cessation of directorship of any of Messrs.
Certilman, Haft, Lang or Weinzimer during such period, the Company has agreed
that, unless the Board vacancy is otherwise filled as provided for above, it
will promptly call a special meeting of stockholders to fill such vacancy.
At the closing of the DCAP Agreement, the Company's By-Laws
were amended to provide that, in the event the number of directors in office is
less than four, any action taken by the Board of Directors requires the approval
of all of the directors then in office.
Pursuant to the Employment Agreements with Messrs. Lang and
Weinzimer, for each of the twelve-month periods of the initial five year term,
the Company will be obligated, upon the written request of each of Messrs. Lang
and Weinzimer, to lend to him up to $20,000. The right of Messrs. Lang and
Weinzimer to obtain such $20,000 annual loan is assignable by each to the other.
Each such loan is to be evidenced by a promissory note in the principal amount
of the loan and is to provide for, among other things, the following:
(i) interest at the prime rate (as published in the Wall
Street Journal); and
(ii) payment of principal and interest in four equal
annual installments, commencing one year from the
date of each loan (but in no event after the seventh
anniversary of the closing of the DCAP Agreement),
subject to acceleration to the extent that the
borrower receives any proceeds from the sale or other
disposition of any Common Shares.
The repayment of all amounts due under each such note is to be
secured by the pledge by the borrower, pursuant to a pledge agreement, of five
Common Shares for each one dollar loaned.
Pursuant to the Employment Agreements with Messrs. Lang and
Weinzimer, in the event that the Company's Pre-Tax Net Income (as such term is
defined in the Employment Agreements) for any fiscal year of the Employment
Agreement of Mr. Lang or Mr. Weinzimer (but commencing only with the fiscal year
ending December 31, 2000 and continuing only through the fiscal year ending
December 31, 2005) is at least $100,000, he will be entitled to receive a bonus
in the amount of $37,500 for each such year. No bonus will be payable for a
particular fiscal year if
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no amounts are then payable by Mr. Lang or Mr. Weinzimer to the Company pursuant
to his Additional Shares Note. Furthermore, the amount of any bonus payable may
never exceed the amount payable by Mr. Lang or Mr. Weinzimer pursuant to his
Additional Shares Note, and the Company will be entitled to offset against any
such bonus any amount so payable.
Pursuant to the DCAP Agreement, while any loan made to either
Mr. Lang or Mr. Weinzimer pursuant to his Employment Agreement is outstanding,
he will be obligated to sell, as soon as legally permissible, the maximum number
of Common Shares that he is permitted by law to sell, and to use the proceeds
thereof to satisfy his obligations under his respective notes. Until the
foregoing notes, the Additional Shares Notes and the Closing Notes have been
satisfied in full, neither Mr. Lang nor Mr. Weinzimer may sell or otherwise
dispose of any of his Common Shares for less than $.25 per share (subject to
adjustment for stock splits and the like) without the prior written consent of
the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement among the Reporting Persons.
2. Agreement, dated as of May 8, 1998, by and among the
Company and the Reporting Persons, as amended.1
3. Pledge Agreement, dated February 25, 1999, between
the Company and Kevin Lang (Additional Shares Note).
4. Pledge Agreement, dated February 25, 1999, between
the Company and Kevin Lang (Closing Loan Note).
5. Pledge Agreement, dated February 25, 1999, between
the Company and Abraham Weinzimer (Additional Shares
Note).
6. Pledge Agreement, dated February 25, 1999, between
the Company and Abraham Weinzimer (Closing Loan
Note).
7. Stock Option Agreement, dated February 25, 1999,
between the Company and Morton L. Certilman.
8. Stock Option Agreement, dated February 25, 1999,
between the Company and Jay M. Haft.
9. Stock Option Agreement, dated February 25, 1999,
between the Company and Kevin Lang.
10. Stock Option Agreement, dated February 25, 1999,
between the Company and Abraham Weinzimer.
- --------
1 Filed as Appendix A to the Company's definitive Proxy Statement dated
February 9, 1999 (File No. 0-1665) and incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to myself is true, complete and correct.
Dated: March 4, 1999
/s/ Morton L. Certilman
-----------------------
Morton L. Certilman
/s/ Jay M. Haft
---------------
Jay M. Haft
/s/ Kevin Lang
--------------
Kevin Lang
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
<PAGE>
EXHIBIT 1
The undersigned agree that the Statement on Schedule 13D to
which this Agreement is attached is filed on behalf of each one of them.
Dated: March 4, 1999
/s/ Morton L. Certilman
-----------------------
Morton L. Certilman
/s/ Jay M. Haft
---------------
Jay M. Haft
/s/ Kevin Lang
--------------
Kevin Lang
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
PLEDGE AGREEMENT, dated February 25, 1999, by and between
KEVIN LANG (the "Pledgor") and DCAP GROUP, INC. (formerly EXTECH Corporation), a
Delaware corporation (the "Pledgee").
WHEREAS, simultaneously herewith, the Pledgor is purchasing
from the Pledgee four hundred seventy-five thousand (475,000) shares of Common
Stock of the Pledgee and, in partial consideration therefor, is executing and
delivering to the Pledgee a Promissory Note of even date in the principal amount
of One Hundred Fourteen Thousand Dollars ($114,000) (the "Note").
WHEREAS, the Pledgee desires, and the Pledgor is willing, to
secure performance of the Note.
WHEREAS, certain capitalized terms used herein are defined in
Section 8 hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. PLEDGE. The Pledgor hereby grants to the Pledgee, as security for
the performance by the Pledgor of all of his obligations under the Note (the
"Obligations"), a valid and binding first security interest in the Collateral
(as hereinafter defined). The Pledgor has delivered simultaneously herewith to
the Pledgee, and the Pledgee hereby acknowledges receipt of, a certificate
evidencing the Pledged Shares registered in the name of the Pledgor (the
"Pledged Certificate"), accompanied by appropriate stock powers endorsed by the
Pledgor (the "Stock Powers").
2. TERM. This Agreement shall continue in effect until terminated in
accordance with Section 7 hereof.
3. SHARE RIGHTS; CASH DIVIDENDS.
(a) In the event of any change in the Pledged Shares during
the term of this Agreement by reason of any stock dividend, stock split-up,
reverse split, recapitalization, combination, reclassification, exchange of
shares, merger, consolidation or the like, all new, substituted, or additional
stock, or other securities, issued by reason of any such change (the "Adjusted
Shares") (the Pledged Shares and the Adjusted Shares are hereinafter referred to
collectively as the "Shares") shall be retained by or delivered to, as the case
may be, and held by the Pledgee under the terms of this Agreement in the same
manner as the Pledged Shares originally pledged hereunder.
(b) Unless and until the occurrence of a Default (as
hereinafter defined), the Pledgor shall have the right to vote the Shares. Upon
the occurrence of a Default, the Shares shall be registered in the name of the
Pledgee and the Pledgee shall have all incidents of ownership thereof.
(c) Provided that no Default has occurred, any and all cash
dividends paid in respect of the Shares shall be paid to the Pledgor; provided,
however, that, in any event, any extraordinary distributions made in respect of
the Shares shall be retained by the Pledgee and held by it in accordance with
the terms hereof.
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4. REPRESENTATIONS. The Pledgor hereby represents and warrants to the
Pledgee that:
(a) The Pledgor is the sole record and beneficial owner of the
Pledged Shares, free and clear of all liens, pledges, security interests,
encumbrances, restrictions, subscriptions, hypothecations, charges and claims of
any kind whatsoever.
(b) No consents of governmental and other regulatory agencies,
foreign or domestic, or of other parties are required to be received by or on
the part of the Pledgor to enable him to enter into and carry out this Agreement
and the transactions contemplated hereby.
(c) The Pledgor has the power to enter into this Agreement and
to carry out his obligations hereunder. This Agreement constitutes the valid and
binding obligation of the Pledgor, and is enforceable in accordance with its
terms.
(d) Neither the execution and delivery of this Agreement nor
compliance by the Pledgor with any of the provisions hereof nor the consummation
of the transactions contemplated hereby will violate or, alone or with notice or
the passage of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or declare a
default under, the terms of any agreement, understanding or arrangement to which
the Pledgor is a party or by which he or his assets or properties may be bound.
5. COVENANTS.
(a) The Pledgor hereby covenants that from and after the date
hereof and until the Obligations shall have been satisfied in full:
(i) The Pledgor will not grant, create, incur, assume
or suffer to exist any Lien in the Collateral (except for the Lien created
hereby).
(ii) The Pledgor will defend the Pledgee's right,
title, and security interest in and to the Collateral against the claims of any
person, firm, corporation or other entity.
(iii) The Pledgor shall at any time and from time to
time, upon the written request of the Pledgee, execute and deliver such other
instruments and documents and do such further acts and things as the Pledgee
may reasonably request in order to effect the purposes of this Agreement.
(b) The Pledgee's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Pledgee deals with similar securities and property for its own
account.
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6. DEFAULT. (a) In the event that the Pledgor fails to pay to the
Pledgee any Obligation when due or there shall otherwise occur an Event of
Default (as defined in the Note) ("Default"), the Pledgee shall have all of the
rights and remedies afforded to secured parties with respect to the Collateral
as set forth in the Code as well as all other rights and remedies granted in the
Note and this Agreement. Without limiting the generality of the foregoing, the
Pledgee, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, upon such terms and conditions and at such prices as it
may deem advisable, for cash or on credit or for future delivery without
assumption of any credit risk. The Pledgee shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold. The
Pledgee shall apply any proceeds from time to time held by it and the net
proceeds of any such sale or other disposition, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Pledgee hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to the
Pledgee, to the satisfaction in whole or in part of the Obligations, in such
order as the Pledgee may elect and only after such application and after the
payment by the Pledgee of any other amount required by any provision of law,
including, without limitation, Section 9-504 (1)(c) of the Code, need the
Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted
by applicable law, the Pledgor waives all claims, damages and demands he may
acquire against the Pledgee arising out of the lawful exercise by it of any
rights hereunder. Neither the Pledgee nor any of its respective directors,
officers, employees or agents shall be liable for failure to sell or otherwise
dispose of the Collateral or for any delay in doing so. If any notice of a
proposed sale or other disposition of the Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least ten (10)
days before such sale or other disposition. In any event, notice of a proposed
sale or other disposition shall be given at least ten (10) days before such sale
or other disposition to the Pledgor and Abraham Weinzimer. The Pledgor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all of the Obligations and
any and all costs and expenses of every kind incurred by the Pledgee with
respect to the collection of such deficiency, including, without limitation, all
reasonable fees and disbursements of any attorneys employed by the Pledgee.
The Pledgor recognizes that the Pledgee may be unable to
effect a public sale of any or all the Collateral by reason of certain
restrictions contained in the Securities Act of 1933, as amended, and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable than if such sale were a public
sale
3
<PAGE>
and agrees that any such private sale under such circumstances shall not be
evidence that it has been made in other than a commercially reasonable manner.
The Pledgor agrees to use his best efforts to do or cause to
be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Collateral pursuant to this section valid and binding
and in compliance with any and all other applicable requirements of law.
(b) The rights of the Pledgee hereunder shall not be
conditioned or contingent upon the pursuit by the Pledgee of any right or remedy
against the Pledgor, any other person which may be or become liable in respect
of all or any part of the Obligations or against any collateral security
therefor, guarantee therefor or right of offset with respect thereto. Neither
the Pledgee nor any of its affiliates or representatives shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Pledgee be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any
other person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
7. TERMINATION OF AGREEMENT; PARTIAL RELEASE. (a) Upon (i) the
Pledgor's satisfaction of the Obligations in full (at which time the Pledgee
shall redeliver the Pledged Certificate and accompanying Stock Powers to the
Pledgor), or (ii) the conclusion of the actions contemplated by Section 6
hereof, this Agreement shall thereupon terminate.
(b) Provided that no Default has occurred and is continuing,
for each one dollar ($1.00) of principal amount of the Note, together with
accrued interest thereon, that is paid to the Pledgee, five (5) Pledged Shares
shall be released from the pledge created hereby and redelivered to the Pledgor.
8. DEFINED TERMS. The following terms shall have the following
meanings:
(a) "Code" means the Uniform Commercial Code from time to time
in effect in the State of New York.
(b) "Collateral" means the Pledged Shares and all Proceeds.
(c) "Pledged Shares" means five hundred seventy thousand
(570,000) shares of Common Stock of the Pledgee, together with any and all
shares, stock certificates, options or rights of any nature whatsoever that may
be issued or granted to the Pledgor with regard thereto, in substitution or
replacement thereof, as a conversion thereof, in exchange therefor or otherwise
in respect thereof.
(d) "Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the Pledged
Shares, collections thereon and distributions with respect thereto.
4
<PAGE>
9. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
(b) This Agreement contains the entire agreement and
understanding between the parties in respect of the subject matter hereof, and
cannot be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom enforcement of any modification,
change, discharge or termination is sought.
(c) A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any other breach of the
same or any other term or condition.
(d) This Agreement will be construed and governed in
accordance with the laws of the State of New York, excluding choice of law rules
thereof.
(e) All notices or other communications required or permitted
hereunder shall be sufficiently given if delivered by hand, or sent by certified
mail, return receipt requested, postage prepaid, facsimile transmission or
overnight mail or courier, addressed as follows:
If to the Pledgor:
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
Telecopier Number: (516) 735-7379
with a copy to:
Weil & Kestenbaum
42-40 Bell Boulevard
Bayside, New York 11361
Attention: Alan Kestenbaum, Esq.
Telecopier Number: (718) 281-0850
If to the Pledgee:
90 Merrick Avenue
East Meadow, New York 11554
Attention: Chairman of the Board
Telecopier Number: (516) 296-7111
5
<PAGE>
with a copy to:
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Attention: Fred Skolnik, Esq.
Telecopier Number: (516) 296-7111
(f) The Pledgor waives any and all notice of the extension or
modification of the terms of the Note.
(g) In the event that the Collateral or any portion thereof is
released to the Pledgor and any payments of, or proceeds of any security for,
the Obligations, or any part thereof, are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then the Pledgor shall redeliver the
Collateral and Stock Powers to the Pledgee and, until so redelivered, shall hold
the Collateral and Stock Powers as agent of, and in trust for, the Pledgee.
(h) If any provision hereof is declared to be invalid and
unenforceable, then, to the fullest extent permitted by law, the other
provisions hereof shall remain in full force and effect and shall be liberally
construed in favor of the Pledgee in order to carry out the intentions of the
parties hereto as nearly as may be possible.
(i) Each party acknowledges that he or it has been represented
by counsel in connection with this Agreement. Accordingly, any rule or law or
any legal decision that would require the interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/ Kevin Lang
--------------
Kevin Lang
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman,
Chairman of the Board
7
PLEDGE AGREEMENT, dated February 25, 1999, by and between
KEVIN LANG (the "Pledgor") and DCAP GROUP, INC. (formerly EXTECH Corporation), a
Delaware corporation (the "Pledgee").
WHEREAS, simultaneously herewith, the Pledgee is loaning to
the Pledgor the sum of One Hundred Twelve Thousand Five Hundred Dollars
($112,500) (the "Loan") and the Pledgor is executing and delivering to the
Pledgee a Promissory Note of even date in such principal amount (the "Note").
WHEREAS, the proceeds of the Loan are being used by the
Pledgor to purchase the Pledged Shares (as hereinafter defined).
WHEREAS, the Pledgee desires, and the Pledgor is willing, to
secure performance of the Note.
WHEREAS, certain capitalized terms used herein are defined in
Section 8 hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. PLEDGE. The Pledgor hereby grants to the Pledgee, as security for
the performance by the Pledgor of all of his obligations under the Note (the
"Obligations"), a valid and binding first security interest in the Collateral
(as hereinafter defined). The Pledgor has delivered simultaneously herewith to
the Pledgee, and the Pledgee hereby acknowledges receipt of, a certificate
evidencing the Pledged Shares registered in the name of the Pledgor (the
"Pledged Certificate"), accompanied by appropriate stock powers endorsed by the
Pledgor (the "Stock Powers").
2. TERM. This Agreement shall continue in effect until terminated in
accordance with Section 7 hereof.
3. SHARE RIGHTS; CASH DIVIDENDS.
(a) In the event of any change in the Pledged Shares during
the term of this Agreement by reason of any stock dividend, stock split-up,
reverse split, recapitalization, combination, reclassification, exchange of
shares, merger, consolidation or the like, all new, substituted, or additional
stock, or other securities, issued by reason of any such change (the "Adjusted
Shares") (the Pledged Shares and the Adjusted Shares are hereinafter referred to
collectively as the "Shares") shall be retained by or delivered to, as the case
may be, and held by the Pledgee under the terms of this Agreement in the same
manner as the Pledged Shares originally pledged hereunder.
(b) Unless and until the occurrence of a Default (as
hereinafter defined), the Pledgor shall have the right to vote the Shares. Upon
the occurrence of a Default, the Shares shall be registered in the name of the
Pledgee and the Pledgee shall have all incidents of ownership thereof.
1
<PAGE>
(c) Provided that no Default has occurred, any and all cash
dividends paid in respect of the Shares shall be paid to the Pledgor; provided,
however, that, in any event, any extraordinary distributions made in respect of
the Shares shall be retained by the Pledgee and held by it in accordance with
the terms hereof.
4. REPRESENTATIONS. The Pledgor hereby represents and warrants to the
Pledgee that:
(a) The Pledgor is the sole record and beneficial owner of the
Pledged Shares, free and clear of all liens, pledges, security interests,
encumbrances, restrictions, subscriptions, hypothecations, charges and claims of
any kind whatsoever.
(b) No consents of governmental and other regulatory agencies,
foreign or domestic, or of other parties are required to be received by or on
the part of the Pledgor to enable him to enter into and carry out this Agreement
and the transactions contemplated hereby.
(c) The Pledgor has the power to enter into this Agreement and
to carry out his obligations hereunder. This Agreement constitutes the valid and
binding obligation of the Pledgor, and is enforceable in accordance with its
terms.
(d) Neither the execution and delivery of this Agreement nor
compliance by the Pledgor with any of the provisions hereof nor the consummation
of the transactions contemplated hereby will violate or, alone or with notice or
the passage of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or declare a
default under, the terms of any agreement, understanding or arrangement to which
the Pledgor is a party or by which he or his assets or properties may be bound.
5. COVENANTS.
(a) The Pledgor hereby covenants that from and after the date
hereof and until the Obligations shall have been satisfied in full:
(i) The Pledgor will not grant, create, incur, assume
or suffer to exist any Lien in the Collateral (except for the Lien created
hereby).
(ii) The Pledgor will defend the Pledgee's right,
title, and security interest in and to the Collateral against the claims of any
person, firm, corporation or other entity.
(iii) The Pledgor shall at any time and from time to
time, upon the written request of the Pledgee, execute and deliver such other
instruments and documents and do such further acts and things as the Pledgee
may reasonably request in order to effect the purposes of this Agreement.
2
<PAGE>
(b) The Pledgee's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Pledgee deals with similar securities and property for its own
account.
6. DEFAULT. (a) In the event that the Pledgor fails to pay to the
Pledgee any Obligation when due or there shall otherwise occur an Event of
Default (as defined in the Note) ("Default"), the Pledgee shall have all of the
rights and remedies afforded to secured parties with respect to the Collateral
as set forth in the Code as well as all other rights and remedies granted in the
Note and this Agreement. Without limiting the generality of the foregoing, the
Pledgee, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, upon such terms and conditions and at such prices as it
may deem advisable, for cash or on credit or for future delivery without
assumption of any credit risk. The Pledgee shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold. The
Pledgee shall apply any proceeds from time to time held by it and the net
proceeds of any such sale or other disposition, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Pledgee hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to the
Pledgee, to the satisfaction in whole or in part of the Obligations, in such
order as the Pledgee may elect and only after such application and after the
payment by the Pledgee of any other amount required by any provision of law,
including, without limitation, Section 9-504 (1)(c) of the Code, need the
Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted
by applicable law, the Pledgor waives all claims, damages and demands he may
acquire against the Pledgee arising out of the lawful exercise by it of any
rights hereunder. Neither the Pledgee nor any of its respective directors,
officers, employees or agents shall be liable for failure to sell or otherwise
dispose of the Collateral or for any delay in doing so. If any notice of a
proposed sale or other disposition of the Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least ten (10)
days before such sale or other disposition. In any event, notice of a proposed
sale or other disposition shall be given at least ten (10) days before such sale
or other disposition to the Pledgor and Abraham Weinzimer.
The Pledgor recognizes that the Pledgee may be unable to
effect a public sale of any or all the Collateral by reason of certain
restrictions contained in the Securities Act of 1933, as amended, and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges and agrees that any such
3
<PAGE>
private sale may result in prices and other terms less favorable than if such
sale were a public sale and agrees that any such private sale under such
circumstances shall not be evidence that it has been made in other than a
commercially reasonable manner.
The Pledgor agrees to use his best efforts to do or cause to
be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Collateral pursuant to this section valid and binding
and in compliance with any and all other applicable requirements of law.
(b) The rights of the Pledgee hereunder shall not be
conditioned or contingent upon the pursuit by the Pledgee of any right or remedy
against the Pledgor, any other person which may be or become liable in respect
of all or any part of the Obligations or against any collateral security
therefor, guarantee therefor or right of offset with respect thereto. Neither
the Pledgee nor any of its affiliates or representatives shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Pledgee be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any
other person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
7. TERMINATION OF AGREEMENT. Upon (i) the Pledgor's satisfaction of the
Obligations in full (at which time the Pledgee shall redeliver the Pledged
Certificate and accompanying Stock Powers to the Pledgor), or (ii) the
conclusion of the actions contemplated by Section 6 hereof, this Agreement shall
thereupon terminate.
8. DEFINED TERMS. The following terms shall have the following
meanings:
(a) "Code" means the Uniform Commercial Code from time to time
in effect in the State of New York.
(b) "Collateral" means the Pledged Shares and all Proceeds.
(c) "Pledged Shares" means four hundred fifty thousand
(450,000) shares of Common Stock of the Pledgee, together with any and all
shares, stock certificates, options or rights of any nature whatsoever that may
be issued or granted to the Pledgor with regard thereto, in substitution or
replacement thereof, as a conversion thereof, in exchange therefor or otherwise
in respect thereof.
(d) "Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the Pledged
Shares, collections thereon and distributions with respect thereto.
9. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
4
<PAGE>
(b) This Agreement contains the entire agreement and
understanding between the parties in respect of the subject matter hereof, and
cannot be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom enforcement of any modification,
change, discharge or termination is sought.
(c) A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any other breach of the
same or any other term or condition.
(d) This Agreement will be construed and governed in
accordance with the laws of the State of New York, excluding choice of law rules
thereof.
(e) All notices or other communications required or permitted
hereunder shall be sufficiently given if delivered by hand, or sent by certified
mail, return receipt requested, postage prepaid, facsimile transmission or
overnight mail or courier, addressed as follows:
If to the Pledgor:
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
Telecopier Number: (516) 735-7379
with a copy to:
Weil & Kestenbaum
42-40 Bell Boulevard
Bayside, New York 11361
Attention: Alan Kestenbaum, Esq.
Telecopier Number: (718) 281-0850
If to the Pledgee:
90 Merrick Avenue
East Meadow, New York 11554
Attention: Chairman of the Board
Telecopier Number: (516) 296-7111
5
<PAGE>
with a copy to:
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Attention: Fred Skolnik, Esq.
Telecopier Number: (516) 296-7111
(f) The Pledgor waives any and all notice of the extension or
modification of the terms of the Note.
(g) In the event that the Collateral or any portion thereof is
released to the Pledgor and any payments of, or proceeds of any security for,
the Obligations, or any part thereof, are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then the Pledgor shall redeliver the
Collateral and Stock Powers to the Pledgee and, until so redelivered, shall hold
the Collateral and Stock Powers as agent of, and in trust for, the Pledgee.
(h) If any provision hereof is declared to be invalid and
unenforceable, then, to the fullest extent permitted by law, the other
provisions hereof shall remain in full force and effect and shall be liberally
construed in favor of the Pledgee in order to carry out the intentions of the
parties hereto as nearly as may be possible.
(i) Each party acknowledges that he or it has been represented
by counsel in connection with this Agreement. Accordingly, any rule or law or
any legal decision that would require the interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/ Kevin Lang
--------------
Kevin Lang
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman,
Chairman of the Board
7
<PAGE>
PLEDGE AGREEMENT, dated February 25, 1999, by and between
ABRAHAM WEINZIMER (the "Pledgor") and DCAP GROUP, INC. (formerly EXTECH
Corporation), a Delaware corporation (the "Pledgee").
WHEREAS, simultaneously herewith, the Pledgor is purchasing
from the Pledgee four hundred seventy-five thousand (475,000) shares of Common
Stock of the Pledgee and, in partial consideration therefor, is executing and
delivering to the Pledgee a Promissory Note of even date in the principal amount
of One Hundred Fourteen Thousand Dollars ($114,000) (the "Note").
WHEREAS, the Pledgee desires, and the Pledgor is willing, to
secure performance of the Note.
WHEREAS, certain capitalized terms used herein are defined in
Section 8 hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. PLEDGE. The Pledgor hereby grants to the Pledgee, as security for
the performance by the Pledgor of all of his obligations under the Note (the
"Obligations"), a valid and binding first security interest in the Collateral
(as hereinafter defined). The Pledgor has delivered simultaneously herewith to
the Pledgee, and the Pledgee hereby acknowledges receipt of, a certificate
evidencing the Pledged Shares registered in the name of the Pledgor (the
"Pledged Certificate"), accompanied by appropriate stock powers endorsed by the
Pledgor (the "Stock Powers").
2. TERM. This Agreement shall continue in effect until terminated in
accordance with Section 7 hereof.
3. SHARE RIGHTS; CASH DIVIDENDS.
(a) In the event of any change in the Pledged Shares during
the term of this Agreement by reason of any stock dividend, stock split-up,
reverse split, recapitalization, combination, reclassification, exchange of
shares, merger, consolidation or the like, all new, substituted, or additional
stock, or other securities, issued by reason of any such change (the "Adjusted
Shares") (the Pledged Shares and the Adjusted Shares are hereinafter referred to
collectively as the "Shares") shall be retained by or delivered to, as the case
may be, and held by the Pledgee under the terms of this Agreement in the same
manner as the Pledged Shares originally pledged hereunder.
(b) Unless and until the occurrence of a Default (as
hereinafter defined), the Pledgor shall have the right to vote the Shares. Upon
the occurrence of a Default, the Shares shall be registered in the name of the
Pledgee and the Pledgee shall have all incidents of ownership thereof.
(c) Provided that no Default has occurred, any and all cash
dividends paid in respect of the Shares shall be paid to the Pledgor; provided,
however, that, in any event, any extraordinary distributions made in respect of
the Shares shall be retained by the Pledgee and held by it in accordance with
the terms hereof.
1
<PAGE>
4. REPRESENTATIONS. The Pledgor hereby represents and warrants to the
Pledgee that:
(a) The Pledgor is the sole record and beneficial owner of the
Pledged Shares, free and clear of all liens, pledges, security interests,
encumbrances, restrictions, subscriptions, hypothecations, charges and claims of
any kind whatsoever.
(b) No consents of governmental and other regulatory agencies,
foreign or domestic, or of other parties are required to be received by or on
the part of the Pledgor to enable him to enter into and carry out this Agreement
and the transactions contemplated hereby.
(c) The Pledgor has the power to enter into this Agreement and
to carry out his obligations hereunder. This Agreement constitutes the valid and
binding obligation of the Pledgor, and is enforceable in accordance with its
terms.
(d) Neither the execution and delivery of this Agreement nor
compliance by the Pledgor with any of the provisions hereof nor the consummation
of the transactions contemplated hereby will violate or, alone or with notice or
the passage of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or declare a
default under, the terms of any agreement, understanding or arrangement to which
the Pledgor is a party or by which he or his assets or properties may be bound.
5. COVENANTS.
(a) The Pledgor hereby covenants that from and after the date
hereof and until the Obligations shall have been satisfied in full:
(i) The Pledgor will not grant, create, incur, assume
or suffer to exist any Lien in the Collateral (except for the Lien created
hereby).
(ii) The Pledgor will defend the Pledgee's right,
title, and security interest in and to the Collateral against the claims of any
person, firm, corporation or other entity.
(iii) The Pledgor shall at any time and from time to
time, upon the written request of the Pledgee, execute and deliver such other
instruments and documents and do such further acts and things as the Pledgee
may reasonably request in order to effect the purposes of this Agreement.
(b) The Pledgee's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Pledgee deals with similar securities and property for its own
account.
2
<PAGE>
6. DEFAULT. (a) In the event that the Pledgor fails to pay to the
Pledgee any Obligation when due or there shall otherwise occur an Event of
Default (as defined in the Note) ("Default"), the Pledgee shall have all of the
rights and remedies afforded to secured parties with respect to the Collateral
as set forth in the Code as well as all other rights and remedies granted in the
Note and this Agreement. Without limiting the generality of the foregoing, the
Pledgee, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, upon such terms and conditions and at such prices as it
may deem advisable, for cash or on credit or for future delivery without
assumption of any credit risk. The Pledgee shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold. The
Pledgee shall apply any proceeds from time to time held by it and the net
proceeds of any such sale or other disposition, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Pledgee hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to the
Pledgee, to the satisfaction in whole or in part of the Obligations, in such
order as the Pledgee may elect and only after such application and after the
payment by the Pledgee of any other amount required by any provision of law,
including, without limitation, Section 9-504 (1)(c) of the Code, need the
Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted
by applicable law, the Pledgor waives all claims, damages and demands he may
acquire against the Pledgee arising out of the lawful exercise by it of any
rights hereunder. Neither the Pledgee nor any of its respective directors,
officers, employees or agents shall be liable for failure to sell or otherwise
dispose of the Collateral or for any delay in doing so. If any notice of a
proposed sale or other disposition of the Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least ten (10)
days before such sale or other disposition. In any event, notice of a proposed
sale or other disposition shall be given at least ten (10) days before such sale
or other disposition to the Pledgor and Kevin Lang. The Pledgor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay all of the Obligations and any and all
costs and expenses of every kind incurred by the Pledgee with respect to the
collection of such deficiency, including, without limitation, all reasonable
fees and disbursements of any attorneys employed by the Pledgee.
The Pledgor recognizes that the Pledgee may be unable to
effect a public sale of any or all the Collateral by reason of certain
restrictions contained in the Securities Act of 1933, as amended, and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable than if such sale were a public
sale
3
<PAGE>
and agrees that any such private sale under such circumstances shall not be
evidence that it has been made in other than a commercially reasonable manner.
The Pledgor agrees to use his best efforts to do or cause to
be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Collateral pursuant to this section valid and binding
and in compliance with any and all other applicable requirements of law.
(b) The rights of the Pledgee hereunder shall not be
conditioned or contingent upon the pursuit by the Pledgee of any right or remedy
against the Pledgor, any other person which may be or become liable in respect
of all or any part of the Obligations or against any collateral security
therefor, guarantee therefor or right of offset with respect thereto. Neither
the Pledgee nor any of its affiliates or representatives shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Pledgee be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any
other person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
7. TERMINATION OF AGREEMENT; PARTIAL RELEASE. (a) Upon (i) the
Pledgor's satisfaction of the Obligations in full (at which time the Pledgee
shall redeliver the Pledged Certificate and accompanying Stock Powers to the
Pledgor), or (ii) the conclusion of the actions contemplated by Section 6
hereof, this Agreement shall thereupon terminate.
(b) Provided that no Default has occurred and is continuing,
for each one dollar ($1.00) of principal amount of the Note, together with
accrued interest thereon, that is paid to the Pledgee, five (5) Pledged Shares
shall be released from the pledge created hereby and redelivered to the Pledgor.
8. DEFINED TERMS. The following terms shall have the following
meanings:
(a) "Code" means the Uniform Commercial Code from time to time
in effect in the State of New York.
(b) "Collateral" means the Pledged Shares and all Proceeds.
(c) "Pledged Shares" means five hundred seventy thousand
(570,000) shares of Common Stock of the Pledgee, together with any and all
shares, stock certificates, options or rights of any nature whatsoever that may
be issued or granted to the Pledgor with regard thereto, in substitution or
replacement thereof, as a conversion thereof, in exchange therefor or otherwise
in respect thereof.
(d) "Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the Pledged
Shares, collections thereon and distributions with respect thereto.
4
<PAGE>
9. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
(b) This Agreement contains the entire agreement and
understanding between the parties in respect of the subject matter hereof, and
cannot be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom enforcement of any modification,
change, discharge or termination is sought.
(c) A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any other breach of the
same or any other term or condition.
(d) This Agreement will be construed and governed in
accordance with the laws of the State of New York, excluding choice of law rules
thereof.
(e) All notices or other communications required or permitted
hereunder shall be sufficiently given if delivered by hand, or sent by certified
mail, return receipt requested, postage prepaid, facsimile transmission or
overnight mail or courier, addressed as follows:
If to the Pledgor:
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
Telecopier Number: (516) 735-7379
with a copy to:
Weil & Kestenbaum
42-40 Bell Boulevard
Bayside, New York 11361
Attention: Alan Kestenbaum, Esq.
Telecopier Number: (718) 281-0850
If to the Pledgee:
90 Merrick Avenue
East Meadow, New York 11554
Attention: Chairman of the Board
Telecopier Number: (516) 296-7111
5
<PAGE>
with a copy to:
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Attention: Fred Skolnik, Esq.
Telecopier Number: (516) 296-7111
(f) The Pledgor waives any and all notice of the extension or
modification of the terms of the Note.
(g) In the event that the Collateral or any portion thereof is
released to the Pledgor and any payments of, or proceeds of any security for,
the Obligations, or any part thereof, are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then the Pledgor shall redeliver the
Collateral and Stock Powers to the Pledgee and, until so redelivered, shall hold
the Collateral and Stock Powers as agent of, and in trust for, the Pledgee.
(h) If any provision hereof is declared to be invalid and
unenforceable, then, to the fullest extent permitted by law, the other
provisions hereof shall remain in full force and effect and shall be liberally
construed in favor of the Pledgee in order to carry out the intentions of the
parties hereto as nearly as may be possible.
(i) Each party acknowledges that he or it has been represented
by counsel in connection with this Agreement. Accordingly, any rule or law or
any legal decision that would require the interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman,
Chairman of the Board
7
<PAGE>
PLEDGE AGREEMENT, dated February 25, 1999, by and between
ABRAHAM WEINZIMER (the "Pledgor") and DCAP GROUP, INC. (formerly EXTECH
Corporation), a Delaware corporation (the "Pledgee").
WHEREAS, simultaneously herewith, the Pledgee is loaning to
the Pledgor the sum of One Hundred Twelve Thousand Five Hundred Dollars
($112,500) (the "Loan") and the Pledgor is executing and delivering to the
Pledgee a Promissory Note of even date in such principal amount (the "Note").
WHEREAS, the proceeds of the Loan are being used by the
Pledgor to purchase the Pledged Shares (as hereinafter defined).
WHEREAS, the Pledgee desires, and the Pledgor is willing, to
secure performance of the Note.
WHEREAS, certain capitalized terms used herein are defined in
Section 8 hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. PLEDGE. The Pledgor hereby grants to the Pledgee, as security for
the performance by the Pledgor of all of his obligations under the Note (the
"Obligations"), a valid and binding first security interest in the Collateral
(as hereinafter defined). The Pledgor has delivered simultaneously herewith to
the Pledgee, and the Pledgee hereby acknowledges receipt of, a certificate
evidencing the Pledged Shares registered in the name of the Pledgor (the
"Pledged Certificate"), accompanied by appropriate stock powers endorsed by the
Pledgor (the "Stock Powers").
2. TERM. This Agreement shall continue in effect until terminated in
accordance with Section 7 hereof.
3. SHARE RIGHTS; CASH DIVIDENDS.
(a) In the event of any change in the Pledged Shares during
the term of this Agreement by reason of any stock dividend, stock split-up,
reverse split, recapitalization, combination, reclassification, exchange of
shares, merger, consolidation or the like, all new, substituted, or additional
stock, or other securities, issued by reason of any such change (the "Adjusted
Shares") (the Pledged Shares and the Adjusted Shares are hereinafter referred to
collectively as the "Shares") shall be retained by or delivered to, as the case
may be, and held by the Pledgee under the terms of this Agreement in the same
manner as the Pledged Shares originally pledged hereunder.
(b) Unless and until the occurrence of a Default (as
hereinafter defined), the Pledgor shall have the right to vote the Shares. Upon
the occurrence of a Default, the Shares shall be registered in the name of the
Pledgee and the Pledgee shall have all incidents of ownership thereof.
1
<PAGE>
(c) Provided that no Default has occurred, any and all cash
dividends paid in respect of the Shares shall be paid to the Pledgor; provided,
however, that, in any event, any extraordinary distributions made in respect of
the Shares shall be retained by the Pledgee and held by it in accordance with
the terms hereof.
4. REPRESENTATIONS. The Pledgor hereby represents and warrants to the
Pledgee that:
(a) The Pledgor is the sole record and beneficial owner of the
Pledged Shares, free and clear of all liens, pledges, security interests,
encumbrances, restrictions, subscriptions, hypothecations, charges and claims of
any kind whatsoever.
(b) No consents of governmental and other regulatory agencies,
foreign or domestic, or of other parties are required to be received by or on
the part of the Pledgor to enable him to enter into and carry out this Agreement
and the transactions contemplated hereby.
(c) The Pledgor has the power to enter into this Agreement and
to carry out his obligations hereunder. This Agreement constitutes the valid and
binding obligation of the Pledgor, and is enforceable in accordance with its
terms.
(d) Neither the execution and delivery of this Agreement nor
compliance by the Pledgor with any of the provisions hereof nor the consummation
of the transactions contemplated hereby will violate or, alone or with notice or
the passage of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or declare a
default under, the terms of any agreement, understanding or arrangement to which
the Pledgor is a party or by which he or his assets or properties may be bound.
5. COVENANTS.
(a) The Pledgor hereby covenants that from and after the date
hereof and until the Obligations shall have been satisfied in full:
(i) The Pledgor will not grant, create, incur, assume
or suffer to exist any Lien in the Collateral (except for the Lien created
hereby).
(ii) The Pledgor will defend the Pledgee's right,
title, and security interest in and to the Collateral against the claims of any
person, firm, corporation or other entity.
(iii) The Pledgor shall at any time and from time to
time, upon the written request of the Pledgee, execute and deliver such other
instruments and documents and do such further acts and things as the Pledgee
may reasonably request in order to effect the purposes of this Agreement.
2
<PAGE>
(b) The Pledgee's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Pledgee deals with similar securities and property for its own
account.
6. DEFAULT. (a) In the event that the Pledgor fails to pay to the
Pledgee any Obligation when due or there shall otherwise occur an Event of
Default (as defined in the Note) ("Default"), the Pledgee shall have all of the
rights and remedies afforded to secured parties with respect to the Collateral
as set forth in the Code as well as all other rights and remedies granted in the
Note and this Agreement. Without limiting the generality of the foregoing, the
Pledgee, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Pledgor (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, assign, give an option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, upon such terms and conditions and at such prices as it
may deem advisable, for cash or on credit or for future delivery without
assumption of any credit risk. The Pledgee shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold. The
Pledgee shall apply any proceeds from time to time held by it and the net
proceeds of any such sale or other disposition, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Pledgee hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to the
Pledgee, to the satisfaction in whole or in part of the Obligations, in such
order as the Pledgee may elect and only after such application and after the
payment by the Pledgee of any other amount required by any provision of law,
including, without limitation, Section 9-504 (1)(c) of the Code, need the
Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted
by applicable law, the Pledgor waives all claims, damages and demands he may
acquire against the Pledgee arising out of the lawful exercise by it of any
rights hereunder. Neither the Pledgee nor any of its respective directors,
officers, employees or agents shall be liable for failure to sell or otherwise
dispose of the Collateral or for any delay in doing so. If any notice of a
proposed sale or other disposition of the Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least ten (10)
days before such sale or other disposition. In any event, notice of a proposed
sale or other disposition shall be given at least ten (10) days before such sale
or other disposition to the Pledgor and Kevin Lang.
The Pledgor recognizes that the Pledgee may be unable to
effect a public sale of any or all the Collateral by reason of certain
restrictions contained in the Securities Act of 1933, as amended, and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges and agrees that any such
3
<PAGE>
private sale may result in prices and other terms less favorable than if such
sale were a public sale and agrees that any such private sale under such
circumstances shall not be evidence that it has been made in other than a
commercially reasonable manner.
The Pledgor agrees to use his best efforts to do or cause to
be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Collateral pursuant to this section valid and binding
and in compliance with any and all other applicable requirements of law.
(b) The rights of the Pledgee hereunder shall not be
conditioned or contingent upon the pursuit by the Pledgee of any right or remedy
against the Pledgor, any other person which may be or become liable in respect
of all or any part of the Obligations or against any collateral security
therefor, guarantee therefor or right of offset with respect thereto. Neither
the Pledgee nor any of its affiliates or representatives shall be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Pledgee be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or any
other person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
7. TERMINATION OF AGREEMENT. Upon (i) the Pledgor's satisfaction of the
Obligations in full (at which time the Pledgee shall redeliver the Pledged
Certificate and accompanying Stock Powers to the Pledgor), or (ii) the
conclusion of the actions contemplated by Section 6 hereof, this Agreement shall
thereupon terminate.
8. DEFINED TERMS. The following terms shall have the following
meanings:
(a) "Code" means the Uniform Commercial Code from time to time
in effect in the State of New York.
(b) "Collateral" means the Pledged Shares and all Proceeds.
(c) "Pledged Shares" means four hundred fifty thousand
(450,000) shares of Common Stock of the Pledgee, together with any and all
shares, stock certificates, options or rights of any nature whatsoever that may
be issued or granted to the Pledgor with regard thereto, in substitution or
replacement thereof, as a conversion thereof, in exchange therefor or otherwise
in respect thereof.
(d) "Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code on the date hereof and, in any event, shall
include, without limitation, all dividends or other income from the Pledged
Shares, collections thereon and distributions with respect thereto.
9. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
4
<PAGE>
(b) This Agreement contains the entire agreement and
understanding between the parties in respect of the subject matter hereof, and
cannot be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom enforcement of any modification,
change, discharge or termination is sought.
(c) A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any other breach of the
same or any other term or condition.
(d) This Agreement will be construed and governed in
accordance with the laws of the State of New York, excluding choice of law rules
thereof.
(e) All notices or other communications required or permitted
hereunder shall be sufficiently given if delivered by hand, or sent by certified
mail, return receipt requested, postage prepaid, facsimile transmission or
overnight mail or courier, addressed as follows:
If to the Pledgor:
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
Telecopier Number: (516) 735-7379
with a copy to:
Weil & Kestenbaum
42-40 Bell Boulevard
Bayside, New York 11361
Attention: Alan Kestenbaum, Esq.
Telecopier Number: (718) 281-0850
If to the Pledgee:
90 Merrick Avenue
East Meadow, New York 11554
Attention: Chairman of the Board
Telecopier Number: (516) 296-7111
5
<PAGE>
with a copy to:
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
Attention: Fred Skolnik, Esq.
Telecopier Number: (516) 296-7111
(f) The Pledgor waives any and all notice of the extension or
modification of the terms of the Note.
(g) In the event that the Collateral or any portion thereof is
released to the Pledgor and any payments of, or proceeds of any security for,
the Obligations, or any part thereof, are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then the Pledgor shall redeliver the
Collateral and Stock Powers to the Pledgee and, until so redelivered, shall hold
the Collateral and Stock Powers as agent of, and in trust for, the Pledgee.
(h) If any provision hereof is declared to be invalid and
unenforceable, then, to the fullest extent permitted by law, the other
provisions hereof shall remain in full force and effect and shall be liberally
construed in favor of the Pledgee in order to carry out the intentions of the
parties hereto as nearly as may be possible.
(i) Each party acknowledges that he or it has been represented
by counsel in connection with this Agreement. Accordingly, any rule or law or
any legal decision that would require the interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman,
Chairman of the Board
7
<PAGE>
STOCK OPTION AGREEMENT, dated as of February 25, 1999, between
DCAP GROUP, INC. (formerly EXTECH Corporation), a Delaware corporation (the
"Company"), and MORTON L. CERTILMAN (the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into
an Employment Agreement with the Optionee pursuant to which the Optionee is to
perform certain employment duties and services for the Company; and
WHEREAS, the Company desires to provide to the Optionee an
additional incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase Common Shares of
the Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to Two Hundred Twenty-Five Thousand
(225,000) Common Shares of the Company (the "Option Shares") during the
following periods:
(a) All or any part of One Hundred Twelve Thousand Five
Hundred (112,500) Common Shares may be purchased during the period commencing on
the first anniversary of the date hereof and terminating at 5:00 P.M. on the
fifth anniversary of the date hereof (the "Expiration Date").
(b) All or any part of an additional One Hundred Twelve
Thousand Five Hundred (112,500) Common Shares may be purchased during the period
commencing on the second anniversary of the date hereof and terminating at 5:00
P.M. on the Expiration Date.
2. NATURE OF OPTION. The Option to purchase the initial Thirty-Seven
Thousand One Hundred Seventy-Four (37,174) Option Shares commencing in each of
2000 and 2001 is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, relating to "incentive stock
options." The remaining Option to purchase Option Shares is not intended to meet
such requirements.
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Sixty-Nine Cents ($2.69) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. As soon as practicable after the receipt of
notice of exercise and payment of the Option Price as provided for in the Plan,
the Company shall tender to the Optionee a certificate issued in the Optionee's
name evidencing the number of Option Shares covered thereby.
<PAGE>
5. TRANSFERABILITY. The Option shall not be transferable other than by
will or the laws of descent and distribution and, during the Optionee's
lifetime, shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 90 Merrick
Avenue, East Meadow, New York 11554, Attention: President (fax number: (516)
296-7111), and to the Optionee at the address set forth below or to such other
address as either party may hereafter designate in writing to the other party in
accordance with the provisions hereof. Notices shall be deemed to have been
given on the date of mailing or transmission, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged. No amendment on the part of the Company shall be valid
unless approved by its Board of Directors.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same instrument.
12. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
13. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee
acknowledges that he has been represented by counsel in connection with this
Agreement. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived by the
Optionee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.
14. HEADINGS. The headings and captions under sections and paragraphs
of this
2
<PAGE>
Agreement are for convenience of reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the provisions
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By: /s/ Kevin Lang
------------------
Kevin Lang, President
/s/ Morton L. Certilman
-----------------------
Morton L. Certilman
90 Merrick Avenue
East Meadow, New York 11554
---------------------------
Address
(516) 296-7111
--------------
Fax Number
3
<PAGE>
STOCK OPTION AGREEMENT, dated as of February 25, 1999, between
DCAP GROUP, INC. (formerly EXTECH Corporation), a Delaware corporation (the
"Company"), and JAY M. HAFT (the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into
an Employment Agreement with the Optionee pursuant to which the Optionee is to
perform certain employment duties and services for the Company; and
WHEREAS, the Company desires to provide to the Optionee an
additional incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase Common Shares of
the Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to Two Hundred Twenty-Five Thousand
(225,000) Common Shares of the Company (the "Option Shares") during the
following periods:
(a) All or any part of One Hundred Twelve Thousand Five
Hundred (112,500) Common Shares may be purchased during the period commencing on
the first anniversary of the date hereof and terminating at 5:00 P.M. on the
fifth anniversary of the date hereof (the "Expiration Date").
(b) All or any part of an additional One Hundred Twelve
Thousand Five Hundred (112,500) Common Shares may be purchased during the period
commencing on the second anniversary of the date hereof and terminating at 5:00
P.M. on the Expiration Date.
2. NATURE OF OPTION. The Option to purchase the initial Thirty-Seven
Thousand One Hundred Seventy-Four (37,174) Option Shares commencing in each of
2000 and 2001 is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, relating to "incentive stock
options." The remaining Option to purchase Option Shares is not intended to meet
such requirements.
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Sixty-Nine Cents ($2.69) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. As soon as practicable after the receipt of
notice of exercise and payment of the Option Price as provided for in the Plan,
the Company shall tender to the Optionee a certificate issued in the Optionee's
name evidencing the number of Option Shares covered thereby.
<PAGE>
5. TRANSFERABILITY. The Option shall not be transferable other than by
will or the laws of descent and distribution and, during the Optionee's
lifetime, shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 90 Merrick
Avenue, East Meadow, New York 11554, Attention: President (fax number: (516)
296-7111), and to the Optionee at the address set forth below or to such other
address as either party may hereafter designate in writing to the other party in
accordance with the provisions hereof. Notices shall be deemed to have been
given on the date of mailing or transmission, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged. No amendment on the part of the Company shall be valid
unless approved by its Board of Directors.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same instrument.
12. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
13. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee
acknowledges that he has been represented by counsel in connection with this
Agreement. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived by the
Optionee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.
14. HEADINGS. The headings and captions under sections and paragraphs
of this
2
<PAGE>
Agreement are for convenience of reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the provisions
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By:/s/ Kevin Lang
-----------------
Kevin Lang, President
/s/ Jay M. Haft
---------------
Jay M. Haft
1001 Brickell Bay Drive
9th Floor
Miami, Florida 33131
---------------------
Address
(305) 373-0056
--------------
Fax Number
3
<PAGE>
STOCK OPTION AGREEMENT, dated as of February 25, 1999, between
DCAP GROUP, INC. (formerly EXTECH Corporation), a Delaware corporation (the
"Company"), and KEVIN LANG (the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into
an Employment Agreement with the Optionee pursuant to which the Optionee is to
perform certain employment duties and services for the Company; and
WHEREAS, the Company desires to provide to the Optionee an
additional incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase Common Shares of
the Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to Two Hundred Thousand (200,000)
Common Shares of the Company (the "Option Shares") during the following periods:
(a) All or any part of One Hundred Thousand (100,000) Common
Shares may be purchased during the period commencing on the first anniversary of
the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the
date hereof (the "Expiration Date").
(b) All or any part of an additional One Hundred Thousand
(100,000) Common Shares may be purchased during the period commencing on the
second anniversary of the date hereof and terminating at 5:00 P.M. on the
Expiration Date.
2. NATURE OF OPTION. The Option to purchase the initial Thirty-Seven
Thousand One Hundred Seventy-Four (37,174) Option Shares commencing in each of
2000 and 2001 is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, relating to "incentive stock
options." The remaining Option to purchase Option Shares is not intended to meet
such requirements.
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Sixty-Nine Cents ($2.69) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. As soon as practicable after the receipt of
notice of exercise and payment of the Option Price as provided for in the Plan,
the Company shall tender to the Optionee a certificate issued in the Optionee's
name evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than
by will or
<PAGE>
the laws of descent and distribution and, during the Optionee's lifetime, shall
not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 90 Merrick
Avenue, East Meadow, New York 11554, Attention: Chairman of the Board (fax
number: (516) 296-7111), and to the Optionee at the address set forth below or
to such other address as either party may hereafter designate in writing to the
other party in accordance with the provisions hereof. Notices shall be deemed to
have been given on the date of mailing or transmission, except notices of change
of address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged. No amendment on the part of the Company shall be valid
unless approved by its Board of Directors.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same instrument.
12. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
13. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee
acknowledges that he has been represented by counsel in connection with this
Agreement. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived by the
Optionee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.
14. HEADINGS. The headings and captions under sections and paragraphs
of this Agreement are for convenience of reference only and do not in any way
modify, interpret or construe
2
<PAGE>
the intent of the parties or affect any of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman
Chairman of the Board
/s/ Kevin Lang
--------------
Kevin Lang
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
----------------------------
Address
(516) 735-7379
--------------
Fax Number
3
<PAGE>
STOCK OPTION AGREEMENT, dated as of February 25, 1999, between
DCAP GROUP, INC. (formerly EXTECH Corporation), a Delaware corporation (the
"Company"), and ABRAHAM WEINZIMER (the "Optionee").
WHEREAS, simultaneously herewith, the Company is entering into
an Employment Agreement with the Optionee pursuant to which the Optionee is to
perform certain employment duties and services for the Company; and
WHEREAS, the Company desires to provide to the Optionee an
additional incentive to promote the success of the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
hereby grants to the Optionee the right and option to purchase Common Shares of
the Company under and pursuant to the terms and conditions of the Company's 1998
Stock Option Plan (the "Plan") and upon the following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to Two Hundred Thousand (200,000)
Common Shares of the Company (the "Option Shares") during the following periods:
(a) All or any part of One Hundred Thousand (100,000) Common
Shares may be purchased during the period commencing on the first anniversary of
the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the
date hereof (the "Expiration Date").
(b) All or any part of an additional One Hundred Thousand
(100,000) Common Shares may be purchased during the period commencing on the
second anniversary of the date hereof and terminating at 5:00 P.M. on the
Expiration Date.
2. NATURE OF OPTION. The Option to purchase the initial Thirty-Seven
Thousand One Hundred Seventy-Four (37,174) Option Shares commencing in each of
2000 and 2001 is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, relating to "incentive stock
options." The remaining Option to purchase Option Shares is not intended to meet
such requirements.
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be Two Dollars Sixty-Nine Cents ($2.69) (the "Option Price").
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. As soon as practicable after the receipt of
notice of exercise and payment of the Option Price as provided for in the Plan,
the Company shall tender to the Optionee a certificate issued in the Optionee's
name evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than
by will or
<PAGE>
the laws of descent and distribution and, during the Optionee's lifetime, shall
not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and delivered personally or sent by facsimile
transmission, overnight mail or courier or registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company at 90 Merrick
Avenue, East Meadow, New York 11554, Attention: Chairman of the Board (fax
number: (516) 296-7111), and to the Optionee at the address set forth below or
to such other address as either party may hereafter designate in writing to the
other party in accordance with the provisions hereof. Notices shall be deemed to
have been given on the date of mailing or transmission, except notices of change
of address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged. No amendment on the part of the Company shall be valid
unless approved by its Board of Directors.
10. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, excluding choice of law
rules thereof.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same instrument.
12. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via
facsimile shall be deemed original signatures.
13. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee
acknowledges that he has been represented by counsel in connection with this
Agreement. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived by the
Optionee. The provisions of this Agreement shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.
14. HEADINGS. The headings and captions under sections and paragraphs
of this Agreement are for convenience of reference only and do not in any way
modify, interpret or construe
2
<PAGE>
the intent of the parties or affect any of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
DCAP GROUP, INC.
By:/s/ Morton L. Certilman
--------------------------
Morton L. Certilman
Chairman of the Board
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
c/o Dealers Choice Automotive Planning Inc.
2545 Hempstead Turnpike
Suite 100
East Meadow, New York 11554
----------------------------
Address
(516) 735-7379
--------------
Fax Number
3
<PAGE>
