SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X]      Preliminary Proxy Statement
[ ]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ]      Confidential, for use of the Commission only as permitted by Rule 14a-6
         (e)(2)

                              EXTECH Corporation                              
                (Name of Registrant as Specified in its Charter)

     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1) Title of each class of securities to which transaction applies:

          Common Stock

     2) Aggregate number of securities to which transaction applies:

          3,300,000

     3) Per unit  price  or  other  underlying  value  of  transaction  computed
     pursuant  to  Exchange  Act Rule  0-11:  (Set forth the amount on which the
     filing fee is calculated and state how it was determined)

          $1.3125: Average of high and low prices, November 12, 1998

     4) Proposed maximum aggregate value of transaction:

          $4,331,250

     5) Total fee paid:

          $866.25

     [ ] Fee paid previously with preliminary materials:

     [ ] Check box if any part of the fee is offset as provided by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the form or schedule and the date of its filing.

          1) Amount previously paid:

          2) Form, Schedule or Registration Statement no.:

          3) Filing Party:

          4) Date Filed:

K:\WPDOC\CORP\EXTECH\PROXY\COVER14.A98

                           PRELIMINARY PROXY MATERIALS

                               EXTECH CORPORATION
                      The Financial Center at Mitchel Field
                                90 Merrick Avenue
                           East Meadow, New York 11554

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON DECEMBER 18, 1998

To the Stockholders of EXTECH Corporation:

         NOTICE IS HEREBY  GIVEN that the 1998  Annual  Meeting of  Stockholders
(the "Meeting") of EXTECH Corporation,  a Delaware corporation (the "Company" or
"EXTECH"),  will be held on December 18, 1998 at The Financial Center at Mitchel
Field, 90 Merrick Avenue, 9th Floor, East Meadow, New York 11554, at the hour of
10:00 a.m., for the following purposes:

         1. To elect three directors of the Company for the coming year, subject
to modification thereto in the event of any stockholder approval of Proposal 2.

         2. To approve the Agreement,  dated as of May 8, 1998, by and among the
Company, Morton L. Certilman,  Jay M. Haft, Kevin Lang and Abraham Weinzimer, as
amended  (the  "DCAP  Agreement"),  and  the  consummation  of the  transactions
contemplated thereby (collectively,  the "DCAP Acquisition"). A copy of the DCAP
Agreement is attached as Exhibit A to the accompanying Proxy Statement.

         3. Subject to obtaining  stockholder  approval of the DCAP Acquisition,
to approve an amendment to the Company's  Certificate of Incorporation to change
the name of the Company to "DCAP Group, Inc."

         4. Subject to obtaining  stockholder  approval of the DCAP Acquisition,
to approve  an  amendment  to the  Company's  Certificate  of  Incorporation  to
increase  the number of  authorized  shares of Common Stock from  10,000,000  to
25,000,000.

         5. Subject to obtaining  stockholder  approval of the DCAP Acquisition,
to approve an amendment to the Company's  Certificate of Incorporation  pursuant
to which,  under certain  circumstances,  no action  required or permitted to be
taken at any annual or special  meeting of  stockholders  of EXTECH may be taken
without a meeting,  except upon the written consent of the holders of all of the
shares of capital stock of the Company entitled to vote on such action.

         6. To ratify the adoption of the Company's 1998 Stock Option Plan.

         7. To  transact  such other  business as may  properly  come before the
Meeting.

         Only  stockholders  of record at the close of  business  on December 2,
1998 are entitled to notice of and to vote at the Meeting or at any  adjournment
thereof.

                                                          Brian K. Ziegler
                                                          Secretary

East Meadow, New York
____________, 1998

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  PLEASE  VOTE,  DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND
RETURN  IT IN THE  PRE-ADDRESSED  ENVELOPE  PROVIDED  FOR  THAT  PURPOSE.  ANY
STOCKHOLDER  MAY  REVOKE  HIS PROXY AT ANY TIME  BEFORE  THE  MEETING BY WRITTEN
NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY  DATED PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.

                               EXTECH CORPORATION
                      The Financial Center at Mitchel Field
                                90 Merrick Avenue
                           East Meadow, New York 11554
                          ----------------------------

                                 PROXY STATEMENT
                          -----------------------------

                  SOLICITING, VOTING AND REVOCABILITY OF PROXY

     This  Proxy  Statement  is being  mailed to all  stockholders  of record of
EXTECH  Corporation  (the  "Company"  or  "EXTECH")  at the close of business on
December 2, 1998 in connection  with the  solicitation by the Board of Directors
of Proxies to be voted at the Annual Meeting of Stockholders  (the "Meeting") to
be held on  December  18, 1998 at 10:00 a.m.,  local  time,  or any  adjournment
thereof.  The Proxy and this Proxy  Statement were mailed to  stockholders on or
about____________, 1998.

     All shares  represented by Proxies duly executed and received will be voted
on the matters  presented  at the Meeting in  accordance  with the  instructions
specified in such Proxies.  Proxies so received without  specified  instructions
will be voted  (1) FOR the  nominees  named in the  Proxy to  EXTECH's  Board of
Directors,  subject  to  modification  thereto  in the event of any  stockholder
approval of Proposal 2; (2) FOR the approval of the  Agreement,  dated as of May
8, 1998, by and among the Company, Morton L. Certilman, President of EXTECH, Jay
M. Haft, Chairman of the Board of EXTECH,  Kevin Lang and Abraham Weinzimer,  as
amended  (the  "DCAP  Agreement"),  and  the  consummation  of the  transactions
contemplated  thereby  (collectively,  the  "DCAP  Acquisition");  (3)  FOR  the
approval  (subject  to  stockholder  approval  of the  DCAP  Acquisition)  of an
amendment to the Company's  Certificate of  Incorporation  to change the name of
the Company to "DCAP Group,  Inc."; (4) FOR the approval (subject to stockholder
approval of the DCAP  Acquisition) of an amendment to the Company's  Certificate
of  Incorporation  to increase the number of  authorized  shares of Common Stock
("Common  Shares") from 10,000,000 to 25,000,000;  (5) FOR the approval (subject
to  stockholder  approval  of  the  DCAP  Acquisition)  of an  amendment  to the
Company's  Certificate  of  Incorporation   pursuant  to  which,  under  certain
circumstances,  no action  required  or  permitted  to be taken at any annual or
special  meeting of  stockholders of the Company may be taken without a meeting,
except upon the  written  consent of the holders of all of the shares of capital
stock  of the  Company  entitled  to  vote  on  such  action;  and  (6)  FOR the
ratification  of the adoption of the Company's 1998 Stock Option Plan. The Board
does not know of any other  matters  that may be brought  before the Meeting nor
does it foresee or have reason to believe  that Proxy  holders will have to vote
for substitute or alternate  nominees to the Board.  In the event that any other
matter  should  come  before the  Meeting or any  nominee is not  available  for
election,  the  persons  named in the  enclosed  Proxy  will have  discretionary
authority  to vote all Proxies not marked to the  contrary  with respect to such
matters in accordance with their best judgment.

     The total number of Common  Shares  outstanding  and entitled to vote as of
December  2,  1998 was  5,591,367.  The  Common  Shares  are the  only  class of
securities  of the  Company  entitled to vote on all  matters  presented  to the
stockholders  of the  Company,  each  share  being  entitled  to one  vote.  The
Company's Certificate of Incorporation  provides for cumulative voting of shares
for the election of directors,  which means that each  stockholder has the right
to cumulate  his votes and give to one or more  nominees as many votes as equals
the number of directors to be elected (three) multiplied by the number of shares
he is entitled  to vote.  A  stockholder  may  therefore  cast his votes for one
nominee or distribute them among two or all three of the nominees. A majority of
the Common  Shares  outstanding  and entitled to vote as of December 2, 1998, or
2,795,684 Common Shares, must be present at the Meeting in person or by proxy in
order to constitute a quorum for the transaction of business.  Only stockholders
of record as of the close of  business  on  December 2, 1998 will be entitled to
vote.  With regard to the election of  directors,  votes may be cast in favor or
withheld.  The  directors  shall be elected by a plurality  of the votes cast in
favor.  Votes  withheld in  connection  with the  election of one or more of the
nominees  for director  will not be counted as votes cast for such  individuals.
Stockholders may expressly  abstain from voting on Proposals 2, 3, 4, 5 and 6 by
so indicating on the Proxy. Abstentions and broker non-votes will be counted for
purposes of determining  the presence or absence of a quorum for the transaction
of business.  Abstentions  are counted as present in the  tabulation of votes on
each of the  proposals  presented  to  stockholders.  Broker  non-votes  are not
counted for the purpose of  determining  whether a particular  proposal has been
approved. Since Proposals 2 and 6 require the affirmative approval of a majority
of the Common Shares  present in person or  represented  by proxy at the Meeting
and entitled to vote (assuming a quorum is present at the Meeting),  abstentions
will have the effect of a  negative  vote while  broker  non-votes  will have no
effect.  Since  Proposals  3, 4 and 5 require the  approval of a majority of the
outstanding Common Shares of the Company,  abstentions and broker non-votes will
have the effect of a negative vote.

     Any person giving a Proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. The Proxy may be revoked
by filing with EXTECH  written  notice of revocation or a fully  executed  Proxy
bearing a later date. The Proxy may also be revoked by affirmatively electing to
vote in person while in attendance at the Meeting.  However,  a stockholder  who
attends the Meeting need not revoke a Proxy given and vote in person  unless the
stockholder  wishes to do so. Written  revocations or amended  Proxies should be
sent to EXTECH at The Financial Center at Mitchel Field, 90 Merrick Avenue,  9th
Floor, East Meadow, New York 11554, Attention: Corporate Secretary.

     The Proxy is being solicited by the EXTECH Board of Directors.  EXTECH will
bear the cost of the solicitation of Proxies, including the charges and expenses
of brokerage firms and other custodians, nominees and fiduciaries for forwarding
Proxy  materials to beneficial  owners of EXTECH shares.  Solicitations  will be
made primarily by mail, but certain  directors,  officers or employees of EXTECH
may solicit  Proxies in person or by telephone,  telecopier or telegram  without
special compensation.

                                        2

     A list of  stockholders  entitled to vote at the Meeting  will be available
for  examination  by any  stockholder  for any purpose  germane to the  Meeting,
during  ordinary  business  hours,  for ten days  prior to the  Meeting,  at the
offices of the Company, 90 Merrick Avenue, East Meadow, New York 11554, and also
during the whole time of the Meeting for  inspection by any  stockholder  who is
present.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The  following  table  sets  forth  certain   information   concerning  the
compensation  of Morton L. Certilman,  President of the Company,  for the fiscal
years ended December 31, 1997, 1996 and 1995. No other executive  officer of the
Company as of December  31, 1997 had a total  salary and bonus for the year then
ended in excess of $100,000.

                                          Annual
                                        Compensation
Name and Principal                                        All Other
     Position               Year          Salary         Compensation
     --------               ----          ------         ------------

Morton L. Certilman         1997         $150,000           -0-*
President                   1996         $101,250           -0-*
                            1995         $ 50,000           -0-*

*    Excludes  fees  payable  during  1995,  1996  and  1997 by the  Company  to
     Certilman Balin Adler & Hyman,  LLP, a law firm of which Mr. Certilman is a
     member. See "Certain Relationships and Related Transactions."

Option Grants

     No grants of stock  options  were made to Mr.  Certilman  during the fiscal
year ended December 31, 1997.

     The DCAP  Agreement  contemplates  the grant of stock  options  to  Messrs.
Certilman, Haft, Lang and Weinzimer at the closing thereof. See "Proposal 2: The
DCAP Acquisition - The DCAP Agreement - Employment Agreements."

                                        3

Aggregated Option Exercises and Fiscal Year-End Option Value

     Mr.  Certilman did not exercise any options  during the year ended December
31, 1997 and held no options as of such date.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

     There are currently no employment agreements,  termination arrangements, or
change-in-control  arrangements  in place  between  the Company and any of its
officers or directors.

     The DCAP  Agreement  contemplates  that,  at the closing  thereof,  Messrs.
Certilman, Haft, Lang and Weinzimer will be offered employment agreements,  each
of which will contain payment-upon-termination provisions. See "Proposal 2: The
DCAP Acquisition - The DCAP Agreement Employment Agreements."

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     The following  table sets forth certain  information as of October 31, 1998
regarding the  beneficial  ownership of the Company's  Common Shares by (i) each
person who the Company  believes to be the  beneficial  owner of more than 5% of
the Company's outstanding Common Shares, (ii) each present director,  (iii) each
person listed in the Summary Compensation Table under "Executive  Compensation,"
and (iv) all of the  Company's  present  executive  officers and  directors as a
group.  Reference is made to "Proposal 2: The DCAP Acquisition - Stock Ownership
Following the DCAP  Acquisition  and Eagle Issuance" for a discussion of certain
material changes that will occur in the stockholdings of the Company as a result
of the consummation of the DCAP Acquisition.

  Name and Address              Number of Shares          Approximate
 of Beneficial Owner           Beneficially Owned      Percent of Class
 -------------------           ------------------      ----------------
Morton L. Certilman...........  2,611,893(1)(2)(3)         46.7%
  The Financial Center 
    at Mitchel Field
  90 Merrick Avenue
  East Meadow, New York

Adam R. Lieberman.............  1,800,000(2)(4)            32.2%
  1 Bay Club Drive
  Bayside, New York

                                        4

  Name and Address              Number of Shares          Approximate
 of Beneficial Owner           Beneficially Owned      Percent of Class
 -------------------           ------------------      ----------------

Jay M. Haft...................    905,393(1)(5)            16.3%
  201 S. Biscayne Blvd.
  Suite 30001
  Miami, Florida

Leon Lapidus..................     20,000                   *
  111 Sinnott Road
  Scarborough Ontario
  M1L 4S6 Canada

All executive officers
and directors as a group
(4 persons).................... 3,562,286(3)(5)(6)         63.7%

*    Less than 1%.

(1)  Each of Messrs.  Certilman and Haft has previously filed a Schedule 13D and
     amendments  thereto under the  Securities  Exchange Act of 1934, as amended
     (the "Exchange Act"),  with respect to their respective equity interests in
     the  Company.  In view of their  intention  to consult with each other with
     respect to the  acquisition,  voting and  disposition  of their  respective
     shares, Messrs. Certilman and Haft may be deemed a group. Accordingly,  the
     group of Messrs.  Certilman and Haft  beneficially  owns  3,517,286  Common
     Shares.  Such  amount  represents  approximately  62.9% of the  outstanding
     Common Shares of the Company.  However, each of Messrs.  Certilman and Haft
     independently  makes his own  decisions  with  respect to the  acquisition,
     voting and disposition of the Common Shares directly owned by him. Further,
     neither Mr. Certilman nor Mr. Haft has any economic  interest in the Common
     Shares directly owned by the other.

(2)  Pursuant to a certain Amended and Restated Voting Trust Agreement, dated as
     of December 30, 1996,  between  Sterling  Foster  Holding Corp.  ("Sterling
     Foster")  and  Mr.   Certilman,   as  voting  trustee  (the  "Voting  Trust
     Agreement"),  Sterling Foster transferred voting control over all 1,800,000
     Common Shares of the Company it presently owns to Mr.  Certilman during the
     three year term of the Voting Trust Agreement. Beneficial ownership of such
     shares is contemplated to be transferred, and the Voting Trust Agreement is
     contemplated  to  terminate,  at the  closing  of the DCAP  Agreement.  See
     "Proposal 2: The DCAP  Acquisition - The DCAP  Agreement -  Acquisition  of
     Common Shares."

(3)  Includes  1,800,000  shares  held by Mr.  Certilman  pursuant to the Voting
     Trust  Agreement  and  360,000  shares held in a  retirement  trust for his
     benefit.

                                        5

(4)  Represents  shares held by Mr.  Certilman as voting trustee as described in
     footnote  (2).  The  Company has been  advised  that Mr.  Lieberman  is the
     President and sole stockholder of Sterling Foster.

(5)  Includes  12,500  shares held in a retirement  trust for the benefit of Mr.
     Haft.

(6)  Includes  5,000  shares  held in a  retirement  trust for the benefit of an
     executive officer and 20,000 shares held by such executive  officer's wife.
     Such executive officer disclaims  beneficial  ownership of the shares owned
     by his wife.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 1996, the Company issued 3,200,000 Common Shares at a price of $.25
per share for a total subscription price of $800,000.  Of such amount,  $450,000
was paid by Sterling  Foster for the purchase of  1,800,000  shares and $175,000
was paid by each of Mr.  Certilman  and Mr.  Haft for the  purchase  of  700,000
shares each.

     As discussed in "Proposal 2: The DCAP Acquisition," the Company has entered
into an  agreement  with  respect  to the  acquisition  of all of the issued and
outstanding Common Shares of Dealers Choice Automotive Planning Inc. ("DCAP") as
well as interests in certain entities  affiliated with DCAP  (collectively,  the
"DCAP  Companies").  Four  of the  DCAP  Companies  are  one-half  owned  by Mr.
Certilman's daughter; however, her interest in such entities is not contemplated
to be purchased,  and no EXTECH Common  Shares or other  consideration  is to be
issued to her in connection with the DCAP Acquisition.

     Certilman Balin Adler & Hyman,  LLP, a law firm of which Mr. Certilman is a
member,  serves as counsel to the Company. It is presently anticipated that such
firm will  continue to  represent  the Company  and/or its  affiliates  and will
receive  fees for its services at rates and in amounts not greater than would be
paid to unrelated law firms performing similar services.

                        PROPOSAL 1: ELECTION OF DIRECTORS

     Three  directors  are to be elected at the  Meeting to serve until the next
annual meeting of stockholders and until their respective  successors shall have
been elected and have  qualified.  See,  however,  the  discussion of Proposal 2
below.

     The Company's  Certificate of Incorporation  provides for cumulative voting
of shares for the election of directors,  which means that each  stockholder has
the right to cumulate  his votes and give to one or more  nominees as many votes
as equals the number of directors to be elected (three) multiplied by the number
of shares he is entitled to vote. A stockholder may therefore cast his votes for
one nominee or distribute them among two or all three of the nominees.

                                        6

     As  discussed  under  Proposal 2 with  respect to the  approval of the DCAP
Acquisition,  in the  event  of  stockholder  approval  of  Proposal  2 and  the
consummation  of the  transactions  contemplated  by the DCAP  Agreement,  it is
contemplated that, at the closing,  the size of the Board of Directors of EXTECH
will be increased to four, Mr. Lapidus will resign as a director of the Company,
and  Kevin  Lang and  Abraham  Weinzimer,  the  stockholders  of  DCAP,  will be
appointed as members of the Board of Directors.  In addition, as discussed under
such Proposal 2, it is contemplated  that,  concurrently with the closing of the
DCAP  Agreement,  pursuant to a  Subscription  Agreement  dated  October 2, 1998
between  the Company  and Eagle  Insurance  Company  ("Eagle"),  a  wholly-owned
subsidiary  of The Robert  Plan  Corporation  ("The  Robert  Plan")  (the "Eagle
Subscription  Agreement"),  the  Company  will issue and sell  1,486,893  Common
Shares to Eagle, the size of the Board of Directors will be further increased to
five and Robert M. Wallach,  the President  and Chief  Executive  Officer of The
Robert  Plan,  will be  appointed  as a member of the Board of  Directors.  Such
actions,  if taken,  will be done so by the Board of  Directors  pursuant to the
provisions  of  the  Company's  By-Laws  without  further   stockholder  action.
Biographical  information with respect to Messrs. Lang, Weinzimer and Wallach is
set forth  below.  Except  for the  securities  of the  Company  to be issued to
Messrs.  Lang and Weinzimer  pursuant to the terms of the DCAP  Agreement and to
Eagle pursuant to the terms of the Eagle  Subscription  Agreement (see "Proposal
2: The DCAP Acquisition"), to the knowledge of the Company, neither Mr. Lang nor
Mr. Weinzimer nor Mr. Wallach beneficially owns, or upon the consummation of the
DCAP Agreement or the Eagle  Subscription  Agreement will own, any securities of
the Company.  In addition,  to date, except for the DCAP Agreement and the Eagle
Subscription Agreement and the transactions  contemplated thereby (see "Proposal
2: The DCAP  Acquisition"),  neither Mr. Lang nor Mr.  Weinzimer nor Mr. Wallach
has been employed by, received any compensation from, engaged in any transaction
with or had any other relationship with the Company.

Nominees for Directors

     All three of the nominees are currently  directors of EXTECH. The following
table sets forth each  nominee's  age as of October 31, 1998,  the positions and
offices presently held by him with the Company,  and the year in which he became
a director.  The Board recommends a vote FOR all nominees.  The persons named as
Proxies intend to vote  cumulatively  all shares  represented by Proxies equally
among all nominees for election as directors,  unless  Proxies are marked to the
contrary.

                               Positions and Offices
                               Presently Held with       Director
Name                  Age      the Company                Since 

Morton L. Certilman   66       President and Director     1989

Jay M. Haft           62       Chairman of the Board      1989

Leon Lapidus          53       Director                   1989

                                        7

     Morton L.  Certilman  has served as the Company's  President  since October
1989.  Mr.  Certilman  has been engaged in the practice of law for more than the
past  five  years  and is a member of the law firm of  Certilman  Balin  Adler &
Hyman,  LLP.  Mr.  Certilman  is Chairman of the Long Island  Regional  Planning
Board,   the  Nassau  County   Coliseum   Privitization   Commission,   and  the
Northrop/Grumman  Master Planning Council,  and is a director of the Long Island
Association,  the New  Long  Island  Partnership  and  the  Long  Island  Sports
Commission.  Mr.  Certilman has lectured  extensively  before bar  associations,
builders' institutes,  title companies, real estate institutes,  banking and law
school  seminars,  The Practicing  Law  Institute,  The Institute of Real Estate
Management  and at annual  conventions  of such  organizations  as the  National
Association  of Home  Builders,  the  Community  Associations  Institute and the
National Association of Corporate Real Estate Executives. He was a member of the
faculty of the American Law Institute/American  Bar Association,  as well as the
Institute on Condominium and Cluster Developments of the University of Miami Law
Center.  Mr. Certilman has written various articles in the condominium field, is
the author of the New York State Bar  Association  Condominium  Cassette and the
Condominium portion of the State Bar Association book on "Real Property Titles."
Mr. Certilman received an LL.B. degree, cum laude, from Brooklyn Law School.

     Jay M. Haft has served as the Company's Chairman of the Board since October
1989.  Mr. Haft has been  engaged in the  practice of law for more than the past
five  years  and  serves  as  counsel  to Parker  Duryee  Rosoff & Haft.  He was
previously a senior  corporate  partner of such firm (1989- 1994). Mr. Haft is a
strategic and financial  consultant for growth stage companies.  He is active in
international  corporate  finance,  mergers and acquisitions,  as well as in the
representation  of emerging growth  companies.  He has actively  participated in
strategic planning and fund raising for many high-tech  companies,  leading edge
medical  technology  companies  and  technical  product,  service and  marketing
companies. Mr. Haft is a Managing General Partner of Gen Am "1" Venture Fund, an
international  venture  capital  fund.  Mr.  Haft is also a director of numerous
public and private corporations,  including Robotic Vision Systems,  Inc., Noise
Cancellation Technologies,  Inc., Encore Medial Corporation,  PC Service Source,
Inc.,  DUSA  Pharmaceuticals,  Inc., Oryx  Technology  Corp.,  CCA Companies and
Thrift   Management,   Inc,   all  of  whose   securities   are  traded  in  the
over-the-counter   market,  and  serves  as  Chairman  of  the  Board  of  Noise
Cancellation  Technologies,  Inc. Mr. Haft is a member of the Florida Commission
for  Government  Accountability  to  the  People,  and a  national  trustee  and
Treasurer of the Miami Ballet.  Mr. Haft  received  B.A. and LL.B.  degrees from
Yale University.

     Leon Lapidus has been the  President of the Mibro Group,  a  privately-held
importer,  packager and  distributor  of  hardware,  for more than the past five
years.  Mr.  Lapidus  received a B.A.  degree from Hunter  College and an M.B.A.
degree from the Bernard M. Baruch College of the City of New York.

     Mr. Lapidus is the brother-in-law of Mr. Haft. Brian K. Ziegler,  Secretary
of the  Company,  is Mr.  Certilman's  son-in-law.  There  are no  other  family
relationships among any of EXTECH's executive officers and directors.

                                        8

Contemplated New Directors

     DCAP

     Kevin Lang,  age 40, has served as President of DCAP since its inception in
1982.  Mr. Lang also serves as an officer and director of each of the other DCAP
Companies.

     Abraham  Weinzimer,  age 41, has served as Vice President of DCAP since its
inception in 1982. Mr.  Weinzimer also serves as an officer and director of each
of the other DCAP Companies.

     Eagle

     Robert M.  Wallach,  age 46, has  served as  Chairman  and Chief  Executive
Officer of The Robert Plan since 1993.  See "Proposal 2: The DCAP  Acquisition -
Eagle."

Services

     Messrs.  Certilman and Haft currently devote,  and in the event of the DCAP
Acquisition,  pursuant to employment agreements  contemplated to be entered into
with them,  will  continue to devote,  part-time  services to the  Company.  The
employment  agreements  contemplated  to be entered into with  Messrs.  Lang and
Weinzimer provide that they are to devote all of their business time and efforts
to activities involving the Company. See "Proposal 2: The DCAP Acquisition - The
DCAP Agreement - Employment Agreements."

Committees

     The  Audit  Committee  of the Board of  Directors  is  responsible  for (i)
recommending  independent accountants to the Board, (ii) reviewing the Company's
financial  statements  with management and the  independent  accountants,  (iii)
making an appraisal of the Company's audit effort and the  effectiveness  of the
Company's  financial  policies and practices and (iv) consulting with management
and the  Company's  independent  accountants  with  regard  to the  adequacy  of
internal accounting  controls.  The members of the Audit Committee currently are
Messrs.  Certilman and Haft. See,  however,  "Proposal 2: The DCAP Acquisition -
Composition of the Board of Directors."

     The Finance  Committee  of the Board of Directors  is  responsible  for (i)
developing and analyzing plans for corporate expansion,  examining and adjusting
the  Company's   capital   structure  and   determining   long-range   financial
requirements  and (ii) other matters  relating to the  financial  affairs of the
Company.  The members of the Finance Committee  currently are Messrs.  Certilman
and Haft. See,  however,  "Proposal 2: The DCAP Acquisition - Composition of the
Board of Directors."

                                        9

     The  Company  does  not  have  any  standing   nominating  or  compensation
committees of the Board of Directors or committees performing similar functions.
These functions are currently performed by the Board as a whole.

Meetings

     The Board of  Directors  of the  Company  held  four  meetings  during  the
Company's  fiscal year ended December 31, 1997.  All of the Company's  directors
attended all such meetings.  The Board acted on one occasion  during such period
by unanimous  written consent in lieu of a meeting.  Neither the Audit Committee
nor the Finance  Committee  of the Board of  Directors  was in  existence  as of
December 31, 1997.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16 of the  Exchange Act  ("Section  16")  requires  that reports of
beneficial  ownership  of Common  Shares and changes in such  ownership be filed
with the Securities and Exchange Commission (the "SEC") by Section 16 "reporting
persons," including directors, certain officers, holders of more than 10% of the
outstanding  Common  Shares and certain  trusts of which  reporting  persons are
trustees.  EXTECH is required to disclose in this Proxy Statement each reporting
person whom it knows to have failed to file any required  reports  under Section
16 on a timely  basis during the fiscal year ended  December  31,  1997.  To the
Company's knowledge, based solely on a review of a copy of a Form 4 furnished to
it and written  representations that no other reports were required,  during the
fiscal year ended  December  31,  1997,  EXTECH's  officers,  directors  and 10%
stockholders  complied with all Section 16(a) filing requirements  applicable to
them.

                        PROPOSAL 2: THE DCAP ACQUISITION

     At the Meeting, the stockholders of the Company will consider and vote upon
a proposal to approve the DCAP Acquisition.

Summary

     The following is a summary of the material provisions of the DCAP Agreement
and certain other information  contained  elsewhere  herein.  The summary is not
intended  to be a complete  description  of such  matters  and is subject to and
qualified  in its  entirety  by  reference  to  the  more  detailed  information
contained elsewhere herein and the full text of the DCAP Agreement (inclusive of
the exhibits and  Schedules A and B thereto,  but  exclusive of other  schedules
thereto) attached hereto as Exhibit A.

     DCAP Agreement

     The Company,  Mr.  Certilman,  Mr. Haft,  Kevin Lang and Abraham  Weinzimer
(Messrs.  Lang and Weinzimer are sometimes referred to collectively as the "DCAP

                                       10

Shareholders")  have  entered  into an  Agreement,  dated as of May 8, 1998,  as
amended,  with  respect  to  the  acquisition  by  the  Company  from  the  DCAP
Shareholders  of all of the  issued  and  outstanding  Common  Shares of Dealers
Choice  Automotive  Planning Inc.  ("DCAP") as well as interests held by them in
certain entities  affiliated with DCAP. The DCAP Shareholders own (i) all of the
issued  and  outstanding  Common  Shares  of DCAP,  (ii) all of the  issued  and
outstanding Common Shares of certain other corporations as set forth on Schedule
A to the DCAP  Agreement,  as amended,  and (iii) at least 50% of the issued and
outstanding Common Shares of certain other corporations as set forth on Schedule
B to the DCAP Agreement,  as amended (collectively,  the "DCAP Companies").  See
"EXTECH and DCAP."

     Concurrently  with the  execution of the DCAP  Agreement,  EXTECH loaned to
DCAP the amount of $311,000. Previously, EXTECH had loaned to DCAP the aggregate
amount of $439,000. See "The DCAP Agreement - Loans."

     At the closing of the DCAP  Agreement,  and pursuant to the terms  thereof,
the following transactions and events, among others, are contemplated to occur:

     (i)  Messrs. Lang and Weinzimer will transfer all of the outstanding Common
          Shares  of DCAP as well as all of their  holdings  in the  other  DCAP
          Companies  (ranging  between  50% and 100%)  (collectively,  the "DCAP
          Shares") to the Company,  and the Company will issue 1,650,000  Common
          Shares to each of them (an aggregate of 3,300,000 Common Shares).  See
          "The DCAP Agreement - Acquisition of Common Shares."

     (ii) Messrs.  Lang and Weinzimer  will each  purchase  from EXTECH  475,000
          Common  Shares (an aggregate of 950,000  Common  Shares) at a purchase
          price of $.25 per share.  See "The DCAP  Agreement  -  Acquisition  of
          Common Shares."

    (iii)Messrs. Certilman and Haft (or their designees) will each purchase from
          EXTECH  226,000  Common Shares (an aggregate of 452,000 Common Shares)
          at a  purchase  price  of $.25 per  share.  See  "The  DCAP  Agreement
          Acquisition of Common Shares."

     (iv) Messrs. Certilman,  Haft, Lang and Weinzimer (or their designees) will
          each  purchase  450,000  Common  Shares of  EXTECH  (an  aggregate  of
          1,800,000 Common Shares) (the "Sterling Foster Shares"),  beneficially
          owned by Sterling  Foster and held by Mr.  Certilman as voting trustee
          pursuant to the Voting Trust  Agreement  with  Sterling  Foster,  at a
          purchase price of $.25 per share.  Mr.  Certilman will not receive any
          portion of such purchase  price.  The purchase of the Sterling  Foster
          Shares  is  conditioned  upon  the  termination  of the  Voting  Trust
          Agreement. See "The DCAP Agreement Acquisition of Common Shares."

                                       11

     (v)  EXTECH  will lend to each of  Messrs.  Lang and  Weinzimer  the sum of
          $112,500  (an  aggregate  of  $225,000)  (the  "Closing  Loans").  The
          proceeds  of the  Closing  Loans  will  be used by  Messrs.  Lang  and
          Weinzimer  solely  for  the  purpose  of  acquiring  their  respective
          Sterling  Foster  Shares.  See "The DCAP  Agreement -  Acquisition  of
          Common Shares."

     (vi) Messrs. Certilman, Haft, Lang and Weinzimer will enter into employment
          agreements with EXTECH and will be granted stock options in connection
          therewith. See "The DCAP Agreement - Employment Agreements."

   (vii) The size of the Board of Directors of EXTECH will be increased to four,
          Mr. Lapidus will resign as a director of the Company, and Messrs. Lang
          and Weinzimer will be appointed as directors thereof. See "Composition
          of  the  Board  of  Directors"  and  "Eagle"  for  a  discussion  of a
          contemplated further increase in the size of the Board to five and the
          appointment of a designee of Eagle as a member thereof.

     EXTECH and DCAP

     EXTECH's  primary  business is the operation of the  International  Airport
Hotel in San Juan, Puerto Rico. See "EXTECH and DCAP."

     The DCAP  Companies are engaged  primarily in the following  business:  (i)
retail automotive,  motorcycle,  boat, life, business and homeowner's  insurance
brokerage;  (ii) income tax return  preparation;  and (iii) auto club.  The DCAP
Companies  also  provide  brokerage  services  with regard to the  obtaining  of
premium  financing and personal and automobile  loans. The DCAP Companies intend
to provide direct insurance  premium financing  services and mortgage  brokerage
services to their clients.  There are an aggregate of 56 "DCAP" locations in the
New York metropolitan area. Of such locations,  four are wholly-owned by Messrs.
Lang and  Weinzimer,  25 are  owned  partially  by  Messrs.  Lang and  Weinzimer
(generally  ranging for the two of them  between 50% and 67%) and  partially  by
other  persons  who  generally  operate  the  location,  and 27 are  operated by
franchisees,  in which Messrs.  Lang and Weinzimer have no equity interest.  The
franchisor,  DCAP Management Corp., however, is wholly owned by Messrs. Lang and
Weinzimer and is one of the DCAP Companies whose shares are to be transferred to
EXTECH as the closing of the DCAP Agreement. See "EXTECH and DCAP."

     Accounting Treatment

     The DCAP  Acquisition  will be accounted for as a purchase.  See "Pro Forma
Financial Statements."

                                       12

     Eagle

     The Company and Eagle have  entered into the Eagle  Subscription  Agreement
which  provides  for the  issuance and sale by the Company to Eagle of 1,486,893
Common Shares for an aggregate  purchase price of approximately  $1,000,000,  or
$.67 per share. The issuance is to be made  concurrently with the closing of the
DCAP  Agreement.  Eagle is a New Jersey  insurance  company  wholly-owned by The
Robert Plan, one of the largest insurers of assigned-risk  drivers in the United
States.  Pursuant to separate agency  agreements  between certain DCAP Companies
and  certain  insurance  company  subsidiaries  of The  Robert  Plan,  such DCAP
Companies have been appointed  agents of the insurance  companies with regard to
the offering of automobile and other insurance  products.  Pursuant to the Eagle
Subscription  Agreement,  at the closing,  the size of the Board of Directors of
the Company is to be increased to five and Robert M. Wallach,  Eagle's  designee
and the  President  and Chief  Executive  Officer of The Robert  Plan,  is to be
appointed as a member of the Board of Directors. See "Eagle."

     Summary Historical and Pro Forma Financial Data

     The following tables set forth certain historical financial information for
EXTECH and the DCAP  Companies  which are  incorporated  by reference  into,  or
presented elsewhere in, this Proxy Statement.

     Summary Historical Financial Data - EXTECH

     The summary financial  information set forth below for EXTECH for the years
ended  December 31, 1997 and 1996 and for the six month  periods  ended June 30,
1998  and  1997  is  derived  from  the  more  detailed  consolidated  financial
statements  incorporated by reference herein. Such information should be read in
conjunction  with  such  financial   statements  and  the  notes  thereto.   The
consolidated financial statements for the years ended December 31, 1997 and 1996
were audited by Holtz  Rubenstein & Co., LLP. The  information for the six month
period ended June 30, 1998 is not  necessarily  indicative of operating  results
for the entire fiscal year.

     Statement of Operations

                     Six Months Ended June 30,      Year Ended December 31,
                        1998        1997               1997         1996
Revenues             $496,751      $552,108         $996,618     $1,118,647
Net (loss)            (53,824)      (19,440)        (143,992)        (5,099)

                                       13

          Balance Sheet

                                 June 30, 1998     December 31, 1997

Cash and cash equivalents         $  462,675           $1,040,389
Notes and other receivables          803,688              355,316
Working capital                    1,098,284            1,150,732
Total assets                       1,530,670            1,622,332
Total stockholders' equity         1,264,395            1,318,219

     Summary Historical Financial Data - DCAP Companies

     The summary  financial  information  set forth below for the DCAP Companies
for the years ended  December  31,  1997 and 1996 and for the six month  periods
ended June 30,  1998 and 1997 is  derived  from the more  detailed  consolidated
financial  statements included elsewhere herein. Such information should be read
in  conjunction  with  such  financial  statements  and the notes  thereto.  The
combined  financial  statements  for the years ended  December 31, 1997 and 1996
were audited by Deutsch, Marin & Company, LLP (except that the statement of cash
flows for the year ended December 31, 1996 is unaudited).  The  information  for
the six month  period  ended  June 30,  1998 is not  necessarily  indicative  of
operating results for the entire fiscal year.

     EXTECH and DCAP Companies

     Statement of Operations

                     Six Months Ended June 30,    Year Ended December 31,
                        1998         1997             1997        1996

Revenues             $3,973,776   $4,210,921      $8,376,890  $9,324,170
Sale of book
  of business              -         535,334         535,334        -
Net income (loss)      (380,148)      85,203         (50,556)   (367,380)

     Balance Sheet

                                   June 30, 1998      December 31, 1997

Cash and cash equivalents          $    17,747                -0-
Working capital (deficiency)        (1,399,889)          (753,164)
Total assets                         2,373,798          2,372,809
Total stockholders' (deficit)       (1,094,733)          (711,385)

     Summary Pro Forma Financial Data

     The following  summary of financial  information  is based on the unaudited
pro forma  condensed  consolidated  financial  statements of EXTECH and the DCAP
Companies  appearing  elsewhere  herein and should be read in  conjunction  with
those statements and the related notes thereto.

                                       14

     EXTECH and DCAP Companies

     Statement of Operations

                                    Six Months Ended           Year Ended
                                      June 30, 1998         December 31, 1997

         Revenues                      $4,461,771              $9,395,508
         Other income                     535,334                     -0-
         Net (loss)                      (461,972)               (250,548)
         Net (loss) per share                (.04)                   (.02)

         Balance Sheet
                                           June 30, 1998

         Cash and cash equivalents           $1,374,140
         Working capital                      1,024,067
         Total assets                         6,298,521
         Total stockholders' equity           3,436,113

EXTECH and DCAP

     EXTECH

     The Company's  primary business is the operation,  through its wholly-owned
subsidiary,  IAH, Inc. ("IAH"), of the International  Airport Hotel in San Juan,
Puerto Rico (the "Hotel").  The Hotel occupies the third and fifth floors of the
main terminal building at San Juan  International  Airport (the "Airport"),  and
generally caters to commercial and tourist travelers in transit.  The operations
of the Hotel are highly seasonal,  with a disproportionate share of its revenues
generated  during the first  several  months of the calendar  year.  For further
information,  reference is made to Item 1 of the Company's Annual Report on Form
10-KSB for the year ended December 31, 1997 (the "1997 Form 10-KSB"), which Item
1 is incorporated  herein by reference.  See also "Background of and Reasons for
the DCAP Acquisition."

     The Company was  incorporated  in Delaware in 1961 under the name Executive
House,  Inc. and changed its name to EXTECH  Corporation  in 1991. Its executive
offices are located at The Financial Center at Mitchel Field, 90 Merrick Avenue,
9th Floor,  East  Meadow,  New York  11554,  and its  telephone  number is (516)
794-6300.

                                       15

     DCAP

     The  following  information  has been  furnished to the Company by the DCAP
Shareholders for inclusion herein:

     General

     The DCAP Companies are engaged primarily in the following  businesses:  (i)
retail automotive,  motorcycle,  boat, life, business and homeowner's  insurance
brokerage;  (ii) income tax return  preparation;  and (iii) auto club.  The DCAP
Companies also provide  brokerage  services well as with regard to the obtaining
of premium  financing  and personal and  automobile  loans.  The DCAP  Companies
intend to provide  direct  insurance  premium  financing  services  and mortgage
brokerage  services  to their  clients.  There  are an  aggregate  of 56  "DCAP"
locations  in the New  York  metropolitan  area.  Of such  locations,  four  are
wholly-owned by Messrs. Lang and Weinzimer (each a "wholly-owned  location"), 25
are owned partially by Messrs. Lang and Weinzimer (generally ranging for the two
of them  between  50% and 67%) and  partially  by other  persons  who  generally
operate  the  location  (the "joint  venture  partner")  (each a "joint  venture
location"),  and 27 are operated by franchisees  (each a "franchise"),  in which
Messrs.  Lang and  Weinzimer  have no  equity  interest.  The  franchisor,  DCAP
Management Corp.,  however, is wholly-owned by Messrs. Lang and Weinzimer and is
one of the DCAP  Companies  whose shares are to be  transferred to EXTECH at the
closing of the DCAP Agreement.  Since DCAP's  inception,  Mr. Lang has served as
its President and Mr. Weinzimer has been its Vice President.

     DCAP was  incorporated  in New  York in 1982;  its  executive  offices  are
located at 2545 Hempstead  Turnpike,  Suite 100, East Meadow, New York 11554 and
its telephone number is (516) 735-0900.

     Description of Business

          Insurance and Other Brokerage

     Commissions  and other amounts  received in connection  with the selling of
automobile  insurance policies,  as well as other types of property and casualty
insurance,  represents  approximately 95% of the revenues of the DCAP Companies.
Initially,   the  DCAP  Companies  specialized  in  offering  assigned-risk  and
nonstandard  insurance  policies.  Assigned-risk  and  nonstandard  policies are
issued after an analysis of such factors as the driver's  accident  record,  the
kind of car being  insured,  the age and credit  risk of the  driver,  where the
insured lives, and other items.  Over the last several years, the DCAP Companies
have  also  been  marketing  and  selling   standard  and  preferred   policies;
commissions  and other  amounts  received  in  connection  with the  issuance of
standard and preferred  policies now represents  approximately 10% of their auto
insurance  revenues.  Because DCAP has underwriting  relationships  with several
nationally known insurance  carriers,  including Chubb,  Travelers,  Progressive

                                       16

Casualty,  General  Accident,  and The  Robert  Plan  (see  "Eagle"),  the  DCAP
Companies can offer their customers many carrier and premium options.

     The DCAP  Companies  have  established a presence in all five New York City
boroughs,  Westchester,  Nassau and Suffolk Counties,  New York and northern New
Jersey.  Locations are selected to maximize the  attraction of "walk-in"  retail
customers that constitute the majority of the DCAP Companies' business.

     In addition to automobile  insurance  brokerage,  the DCAP Companies  offer
property and casualty  insurance for  motorcycles  and boats,  life and mortgage
insurance,  commercial property insurance,  and homeowners' insurance.  The DCAP
Companies also offer agency and brokerage  services with regard to the obtaining
of premium  financing as well as personal and  automobile  loans,  and intend to
offer mortgage brokerage services.

          Income Tax Return Preparation

     Income tax return preparation services have been provided by a small number
of the DCAP Companies since 1997. The tax return preparation  service allows the
DCAP  Companies  to offer an  additional  service to the walk-in  customers  who
comprise the bulk of their customer base, as well as to existing customers.  The
participating DCAP Companies gather information from filers and forward it to an
unaffiliated third party, which processes the information,  generates returns to
be  submitted  to the Internal  Revenue  Service and other  taxing  authorities,
manually or  electronically  files the returns and processes  any refunds.  DCAP
intends to use a wholly-owned subsidiary,  DCAP Income Tax Services, Inc., as an
intermediary  between the various DCAP Companies and the third party  processor.
DCAP  management  believes that the provision of this service not only increases
the revenues of the DCAP  Companies,  but also  enhances  their  presence in the
various markets that they serve and aids in customer retention.  DCAP management
expects that greater emphasis will be placed upon this business operation in the
near future.

          Auto Club

     As a complement to the automobile insurance operations,  the DCAP Companies
offer automobile club services for roadside emergencies. Memberships are offered
by the DCAP Companies for such services,  and arrangements are made with service
stations and towing companies to fulfill service call requirements.

          Premium Financing

     Clients who purchase insurance policies are often unable to pay the premium
in a lump sum,  or make the  required  down  payment,  and,  therefore,  require
financing.  The DCAP Companies  currently  outsource  premium financing for more
than 500 clients a month and expect that number to increase in the near  future.
According  to  statistics  from  the  Bureau  of  Labor  Statistics  of the U.S.
Department of Labor,  while the cost of living averaged a 3.1% increase per year

                                       17

from 1991 to 1995,  the increase in the cost of  automobile  insurance  was 5.7%
during the same period. Based upon the perceived need for premium financing, the
DCAP Shareholders formed Payments,  Inc., a company that is wholly-owned by them
and  licensed  by the New York State  Banking  Department  as a premium  finance
agency.  Approval of the New York State Banking Department of the acquisition by
the Company of Payments, Inc. (as part of the DCAP Acquisition) has not yet been
obtained and no assurances can be given in this regard.  It is anticipated  that
approximately  $500,000 in capital  will be  utilized  to  initiate  the planned
premium  finance  business and that at least an additional  $2,000,000 in credit
availability will be sought in connection therewith.  Although no specific plans
or  arrangements  are in place,  negotiations  with  institutional  lenders have
begun, and it is anticipated that this credit  availability  will be sought from
institutional lenders. No assurance can be given that such financing will become
available to DCAP, or that, if such financing does become available,  it will be
on terms acceptable to DCAP.

     Structure and Operations

     As  indicated  above,  of the 56 "DCAP"  locations,  four are  wholly-owned
locations,  25 are joint  venture  locations  and 27 are  franchises.  The joint
venture locations and franchises consist of both "conversion" operations,  i.e.,
where an existing  insurance  brokerage with an established  business  becomes a
DCAP store,  and "startup"  operations,  i.e.,  where an entrepreneur  commences
business operations as a DCAP location.  The wholly-owned  locations are managed
by persons employed by the respective DCAP Company,  the joint venture locations
are managed either by the joint venture partner or persons  employed by the DCAP
Company,  and the  franchises  are  managed by or under the  supervision  of the
franchisee.

     To promote consistency and efficiency, all DCAP Company managers (including
a joint venture  partner,  if a manager) are trained by DCAP.  The DCAP training
program covers marketing and sales training,  office and logistics training, and
extensive  computer  training,  including  training  with regard to the software
system described below.

     DCAP  provides  the  administrative  services  and  functions of a "central
office" to the  wholly-owned  and joint  venture  locations.  Among the services
rendered to the DCAP storefront  locations are sales  training,  bookkeeping and
accounting,   processing   services  and  customer  service  functions  provided
primarily in connection with insurance policy brokerage.  DCAP has approximately
25 employees engaged in the provision of "central office"  services.  Franchises
operate without the assistance of DCAP's "central office" functions.

     The DCAP staff also  provides  management  support  services  that  include
assistance  with hiring of employees and the writing of local  advertising,  and
advice concerning appropriate potential carriers for particular customers.  DCAP
also  manages  the  cooperative  advertising  program  in which  all of the DCAP
Companies participate.

     In addition to the above  services,  DCAP provides to the DCAP  Companies a
direct business relationship with nationally-known and local insurance carriers

                                       18

that  would  otherwise  be  beyond  the reach of small,  privately-owned  retail
insurance  operations.  As a result, an individual DCAP Company can offer policy
and  premium  options to its  customers  that other local  insurance  brokerages
cannot. This direct relationship is enhanced by a software system,  known as the
DCAP Management  System ("DMS"),  that provides a direct link to certain carrier
databases.  DMS enables  each DCAP  Company to access  policy  coverage and cost
information,  application requirements,  and other kinds of information. It also
enables  the DCAP  Companies'  brokers  to search  various  databases  to obtain
pertinent information about potential customers.

     Strategy

     DCAP's  management  seeks to achieve an increase in market share  through a
two-pronged strategy of (i) increasing name recognition,  and (ii) expanding and
diversifying the products and services offered by the DCAP Companies.  Increased
name  recognition  will be pursued through the  establishment of additional DCAP
storefront sites (both  conversion and start-up types),  combined with increased
marketing  activities  such as a  proposed  consumer  education  newsletter.  In
addition,  the  cooperative   advertising  program  will  continue  to  use  the
aggregated  buying power of the DCAP Companies to advertise in various  editions
of directories, in automobile sales and other publications and on the radio.

     The second  goal,  to increase  and  diversify  the  products  and services
offered,  will  capitalize  on the nature of the typical  DCAP  customer.  It is
contemplated that such person, the "walk-in" customer,  will be offered not only
a variety of  automobile  insurance  products,  but, as noted above,  additional
types of insurance  currently  offered,  including  life,  mortgage,  commercial
property and  homeowners'  insurance,  other  brokerage  services with regard to
personal and automobile  loans, and other  contemplated  services,  including an
income tax return processing program, a premium financing service and a mortgage
brokerage service.

Background of and Reasons for the DCAP Acquisition

     The Company's  primary  business  activity is the operation of the Hotel in
San Juan, Puerto Rico,  through IAH, the Company's  subsidiary.  The decision of
the Company's Board of Directors to recommend  stockholder  approval of the DCAP
Acquisition has been reached after careful  consideration of several factors and
circumstances  concerning its current business as well as the business  operated
by the DCAP Companies.

     Declining Performance

     The Company has  recently  experienced  declining  revenues  and  increased
losses.  Total  revenues were $496,751 for the six months ended June 30, 1998 as
compared to $552,108  for the  comparable  period in 1997,  and $996,618 for the
fiscal year ended  December  31, 1997 as compared to  $1,118,647  for the fiscal
year ended  December 31, 1996.  Included  within such revenue  figures were room
rental and other  departmental  revenues for the Hotel of $444,331 for the first
six months of 1998 as compared to $512,635 for the comparable  1997 period,  and

                                       19

$895,238 for the fiscal year ended December 31, 1997 as compared to $936,976 for
the fiscal year ended December 31, 1996. In addition,  the Company  incurred net
losses of $53,824 for the six months ended June 30, 1998  (including the Hotel's
prime winter  season),  $143,992 for the fiscal year ended December 31, 1997 and
$5,099 for the fiscal year ended December 31, 1996.

     The Lease

     There is an ongoing  dispute  between the Company and the Puerto Rico Ports
Authority  (the  "Ports  Authority"),  the  owner of the San Juan  International
Airport in which the Hotel is situated, as to the length of IAH's lease. On July
22, 1988, IAH entered into a lease agreement with the Ports  Authority  pursuant
to which the Ports  Authority  granted IAH a lease to operate the Hotel for five
years until June 30, 1993,  plus, at the option of IAH, an additional  five year
term to end June 30, 1998 (subject to agreement as to the rental amount payable,
which the parties agreed to negotiate in good faith).

     In 1992, in accordance  with the lease  agreement,  IAH exercised its right
for a five year  extension of its lease.  At the time,  the Ports  Authority was
uncertain as to whether it wished to build a new hotel in the parking lot of the
Airport or upgrade the existing  Hotel  (located in the Airport  terminal)  and,
therefore,  requested that IAH accept a 30 month  extension of the then existing
term.  IAH  agreed  to a 30 month  extension  and  signed a  supplemental  lease
agreement  with the Ports  Authority  in May 1992  extending  the lease  term to
December 31, 1995. IAH is of the belief that, pursuant to the supplemental lease
agreement,  it retained  the option to  continue  the lease for a period of five
years to December 31, 2000.

     In July 1993, the Assistant  Director of Operations of the Ports  Authority
forwarded  to IAH a letter  containing  the terms of a  proposed  ten year lease
extension  which IAH  approved,  signed  and  returned  to the Ports  Authority.
Although the letter setting forth the terms of the extension  agreement with IAH
does not make the Ports  Authority's  approval  conditional upon the approval of
its Board of Directors,  the Ports  Authority has taken such position and, since
Board of Directors  approval was not obtained,  the Ports Authority has asserted
that  the  extension  is not in  effect.  IAH is of the  belief  that a ten year
agreement has been entered into between IAH and the Ports Authority  pursuant to
the foregoing or that, alternatively,  it exercised its right to extend the term
of the lease to December 31, 2000.

     Based upon IAH's refusal to acknowledge that, effective January 1, 1996, it
occupied  the Hotel on a  month-to-month  basis,  in  February  1996,  the Ports
Authority  requested  that IAH vacate,  surrender  and  deliver the  premises by
February 29, 1996.  Following the receipt of such request, IAH brought an action
in the  Superior  Court of San Juan,  Puerto Rico for  declaratory  judgment and
possessory injunction against the Ports Authority with respect to the Hotel. The
action  seeks  a  declaratory  judgment  that,  among  other  alternatives,  IAH
exercised  an option with respect to its lease for the Hotel for an extension of
the term of five years commencing on January 1, 1996 or that the Ports Authority
executed a new lease  agreement  for a ten year period  commencing on such date.
The action is still pending.

                                       20

     Competition

     The  Hotel  faces  little  direct  competition  currently,  but there is no
assurance  that this will continue.  A number of years ago, the Ports  Authority
requested  proposals for the construction of an additional hotel at the Airport;
although  the Ports  Authority  subsequently  abandoned  that  plan and  instead
determined  to  upgrade  and  expand the Hotel,  it  retains  the  authority  to
construct additional Airport hotels, which would provide direct competition with
the Hotel. In addition, with a general decline in the tourism industry in Puerto
Rico, Puerto Rican beachfront hotels have in some instances reduced rates to the
extent that such beachfront hotel rates are competitive with those of the Hotel.

     Board Determination

     The Company's declining performance,  the uncertainty caused by the lawsuit
and the  threat of  competition  with the Hotel  led the Board of  Directors  to
consider alternative  businesses.  The Company became aware of DCAP when in 1994
it became a client of Certilman Balin Adler & Hyman,  LLP, the law firm of which
the Company's President,  Morton L. Certilman,  is a partner (such firm has not,
however,  represented DCAP or the DCAP  Shareholders in connection with the DCAP
Acquisition).  Mr.  Certilman's  scrutiny  of the  DCAP  Companies  was  further
heightened after his daughter became a joint venture partner in four of the DCAP
Companies (see "Certain  Relationships and Related  Transactions"  above). After
the Company  considered a number of other acquisition  candidates and determined
not to  proceed,  and  following  Mr.  Certilman's  analysis  of  DCAP  and  its
operations,  he recommended that the Board consider an acquisition  transaction.
The Board then turned its attention to the  possibility  of a  transaction  with
DCAP. DCAP provided the Board with financial and other  information  with regard
to the existing  business of the DCAP  Companies  and their plans to expand into
related areas.

     The Board reviewed the information  provided,  including  certain  combined
financial information,  and undertook a due diligence  investigation of the DCAP
Companies.  Following such review and  investigation,  the Board concluded that,
despite the losses sustained by the DCAP Companies,  EXTECH's  management skills
and cash resources,  together with the  implementation  of certain cost controls
and  expansion  into  contemplated  new  businesses,  such as income  tax return
preparation and premium financing,  would significantly  increase the likelihood
of profitability. Based upon such determination, on November 26, 1997, the Board
unanimously  authorized  the  execution  and delivery of a letter of intent with
respect to the  acquisition of the DCAP Shares and a concurrent  loan to DCAP in
the amount of  $325,000.  See  "Loans."  On May 7, 1998,  the Board  unanimously
authorized the execution and delivery of the DCAP Agreement.

                                       21

The DCAP Agreement

     Acquisition of Common Shares

     Pursuant to the DCAP Agreement,  EXTECH will acquire the DCAP Shares if the
requisite  stockholder  approval is  obtained  and if certain  other  conditions
specified in the DCAP  Agreement are satisfied or waived.  The parties may waive
any conditions to their respective  obligation to consummate the DCAP Agreement,
except those required by law. See "Conditions to Closing."

     At the closing of the DCAP  Acquisition,  the  following  Common  Shares of
EXTECH are to be issued:

     (i)  3,300,000  Common  Shares to  Messrs.  Lang and  Weinzimer  (1,650,000
          Common Shares to each) (the "Acquisition Shares") in consideration for
          the transfer of the DCAP Shares;

     (ii) 950,000 Common Shares to Messrs.  Lang and Weinzimer  (475,000  Common
          Shares to each) (the "950,000  Additional Shares") at a purchase price
          of $.25 per share (an aggregate of $237,500), payable as follows:

          (a)  an  amount  in  cash  equal  to the  par  value  of  the  950,000
               Additional Shares (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 (a form of which is attached
               as Exhibit  2.4.1(a) to the DCAP  Agreement)  are to provide for,
               among other things, the following:

               (I)  interest at the rate of 6% per annum; and

               (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 the  respective  DCAP  Shareholder  receives any
                    proceeds  from the sale or other  disposition  of any Common
                    Shares (see "Sale of EXTECH Shares"); and

     (iii)452,000 Common Shares to Messrs. Certilman and Haft or their designees
          (226,000  Common  Shares to each) (the "EXTECH  Management  Additional
          Shares")  at a  purchase  price of $.25 per  share  (an  aggregate  of
          $113,000), payable in cash.

                                       22

     In addition, it is contemplated that, at the closing of the DCAP Agreement,
Messrs.  Certilman,  Haft,  Lang and  Weinzimer (or their  designees)  will each
purchase  450,000  Common  Shares  of  EXTECH  (1,800,000  Common  Shares in the
aggregate) (the "Sterling Foster Shares"), beneficially owned by Sterling Foster
and held by Mr.  Certilman  as  voting  trustee  pursuant  to the  Voting  Trust
Agreement  with  Sterling  Foster,  at a purchase  price of $.25 per share.  Mr.
Certilman will not receive any portion of such purchase  price.  The purchase of
the Sterling  Foster Shares is  conditioned  upon the  termination of the Voting
Trust Agreement.

     Sterling  Foster  has  entered  into an  agreement  with  each  of  Messrs.
Certilman,  Haft, Lang and Weinzimer  providing for the purchase and sale of the
Sterling Foster Shares upon the above terms concurrently with the closing of the
DCAP Agreement.  Each of the parties has the right to terminate the agreement if
the closing shall not have occurred by December 31, 1998.

     The DCAP Agreement provides that, at the closing, EXTECH will lend $112,500
to each of the DCAP  Shareholders  (an  aggregate  of  $225,000)  (the  "Closing
Loans"). The proceeds of the Closing Loans will be used by the DCAP Shareholders
solely for the purpose of purchasing  the Sterling  Foster  Shares.  Each of the
Closing  Loans  is to be  evidenced  by a  promissory  note (a form of  which is
attached as Exhibit  2.5.2(a) to the DCAP  Agreement) (the "Closing Loan Notes")
that will provide 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  the  respective  DCAP
          Shareholder  receives any proceeds from the sale or other  disposition
          of any Common Shares (see "Sale of EXTECH Shares");

     (iii)non-recourse   against   the   DCAP   Shareholder,   i.e.,   the  DCAP
          Shareholders  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 of the Sterling Foster Shares
          by the DCAP Shareholders, as discussed below; and

     (iv) the right of each DCAP  Shareholder  to satisfy  the amounts due under
          his respective Closing Loan Note by delivering Common Shares of EXTECH
          valued as provided in the DCAP Agreement.

     The payment of all amounts due under the  Additional  Shares Notes is to be
secured by a pledge by each of the DCAP Shareholders to EXTECH of 575,000 Common
Shares of EXTECH,  pursuant to pledge  agreements that are to be entered into at
the closing of the DCAP Acquisition. A form of such pledge agreement is attached

                                       23

to the DCAP Agreement as Exhibit 2.4.1(b).  The payment of all amounts due under
the  Closing  Loan  Notes  is to be  secured  by a  pledge  by each of the  DCAP
Shareholders to EXTECH of the Sterling  Foster Shares acquired by him,  pursuant
to pledge  agreements  that are to be  entered  into at the  closing of the DCAP
Acquisition.  A form of such pledge  agreement is attached to the DCAP Agreement
as Exhibit 2.5.2(b).

     Loans

     Simultaneously  with the  execution of the letter of intent with respect to
the DCAP  Acquisition in November 1997, the Company loaned  $325,000 to DCAP. In
March 1998, the Company loaned an additional $114,000 to DCAP.

     Simultaneously  with the execution of the DCAP Agreement,  EXTECH loaned to
DCAP an additional $311,000. Each of the loans is evidenced by a promissory note
(collectively,  the "DCAP Notes") that,  as amended,  provides for,  among other
things, the following:

     (i)  payment of the principal amount thereof on December 31, 1998; and

     (ii) interest  at the rate of 10% per  annum,  payable  with the  principal
          payment.

     The  payment  of all  amounts  due under the DCAP  Notes is  secured by the
pledge by the DCAP  Shareholders of the DCAP Shares,  pursuant to the terms of a
certain Pledge  Agreement dated as of November 26, 1997, as amended by the terms
of the DCAP Agreement.

     Employment Agreements

     It is  contemplated  that,  at the  closing  of the DCAP  Acquisition,  the
Company will enter into  employment  agreements  with Messrs.  Lang,  Weinzimer,
Certilman and Haft (collectively, the "Employment Agreements") pursuant to which
Mr. Lang will be employed  as the  Company's  President,  Mr.  Weinzimer  as its
Executive  Vice  President,  Mr.  Certilman as its Chairman of the Board and Mr.
Haft as its Vice Chairman.  The following summary of the terms of the Employment
Agreements  does not purport to be complete  and is qualified in its entirety by
reference to the form of Employment  Agreement attached to the DCAP Agreement as
Exhibit 7.8.

     General

     The Employment  Agreements to be entered into by Messrs.  Lang,  Weinzimer,
Certilman and Haft are to be identical in all respect, except as discussed below
under "Special Provisions for DCAP Shareholders."

                                       24

     Term

     The term of each  Employment  Agreement  is to be five years (the  "Initial
Term"),  with an automatic three year renewal term (the "Extended Term") unless,
at least 90 days prior to the  expiration of the Initial Term,  the Company,  by
vote of 75% of all of the  members  of its Board of  Directors  (including,  for
purposes  of  determining  the number of members  of the Board,  the  particular
employee,  if a member) (as provided for in the Company's  By-Laws) notifies the
employee of its desire not to extend the term of the  Employment  Agreement.  In
the event the Company  makes such  election,  the  employee  generally  shall be
entitled to receive, as termination payments,  his then annual base salary for a
period of two additional  years (the "Severance  Amount").  See "Agreement as to
Voting" with regard to a  contemplated  By-Law  provision  that would  require a
unanimous vote of the members of the Board under certain circumstances.

     Devotion of Time

     During the term of the Employment  Agreement,  each DCAP  Shareholder is to
expend all of his working time for the Company.  Messrs.  Certilman and Haft are
to perform  such  part-time  services as are  reasonably  necessary  for them to
fulfill their responsibilities as Chairman and Vice Chairman, respectively.

     Salary

     During the employment  period,  each DCAP  Shareholder  will be entitled to
receive a salary of $250,000 per annum, while Messrs.  Certilman and Haft are to
receive  annual  salaries of $125,000 and $22,500,  respectively.  Each employee
will also be entitled to such  additional  compensation  as may be determined by
the Board of Directors of the Company in its sole discretion.

     Disability

     If,  during the  employment  period,  an  employee  becomes  physically  or
mentally  incapable of  performing  his duties under his  Employment  Agreement,
then,  for the first six  months of such  disability,  he shall be  entitled  to
receive  his full  salary.  The  Company  will have the right to  terminate  the
employee's  employment if he is disabled for a continuous  period of nine months
or at least 250 business days within an 18 month  period.  If the Company has in
effect a disability policy with respect to the particular  employee,  or, if not
with respect to the  particular  employee,  then with  respect to any  executive
officer of the Company,  the employee shall be considered disabled only if he is
or would be so considered  under such policy.  The obligations of the Company to
make the foregoing  payments  during  periods of disability  may be satisfied in
whole or in part by payments to the employee of such disability insurance policy
proceeds.  See "Special Provisions for DCAP Shareholders - Disability  Insurance
Policy."

                                       25

     Termination

     Pursuant  to  the  terms  of  the  Employment  Agreements,   an  employee's
employment  terminates  automatically on his death and, at the Company's option,
if the employee  becomes  disabled (as discussed above under  "Disability").  In
addition,  an employee's  employment  may be terminated at any time for "cause."
"Cause" is defined in the Employment  Agreements as the employee's commission of
any act in the performance of his duties constituting common law fraud, a felony
or  other  gross  malfeasance  of duty,  the  employee's  commission  of any act
involving moral turpitude,  any material  misrepresentation  by the employee,  a
breach  of any  material  covenant  on the  employee's  part  set  forth  in the
Employment  Agreement,  or the  employee's  engagement  in  misconduct  which is
materially  injurious  to the Company.  Pursuant to the terms of the  Employment
Agreements  and the Company's  By-Laws,  the Company may terminate an employee's
employment  based  upon a claim  of  "cause"  only if a  majority  of all of the
members of its Board of Directors  (including,  for purposes of determining  the
number of members of the Board, the particular employee, if a member) shall have
approved  the  action.  As provided  for in the  Employment  Agreements  and the
Company's By-Laws, if the Company desires to terminate an employee's  employment
not based upon a claim of  "cause,"  then 75% of all of the members of the Board
of Directors (including,  for purposes of determining the number of members, the
particular employee,  if a member) must approve the action. See "Agreement as to
Voting"  with regard to a  contemplated  By-Law  provision  would that require a
unanimous vote of the members of the Board under certain circumstances.

     In the event of termination of an employee's  employment  without  "cause,"
the employee will be entitled to receive, as liquidated damages, an amount equal
to all  compensation  that he  would  have  been  entitled  to  receive  for the
remainder of the term, including the Extended Term, as if his employment had not
terminated;  however,  if the  termination  notice is given (i) prior to 90 days
before the expiration of the Initial Term, or (ii)  subsequent to such time, but
after the date the Company has given  timely  notice of its desire not to extend
the  Initial  Term,  the  terminated  employee  shall be entitled to receive the
Severance  Amount.  The  terminated  employee  is not  required  to  seek  other
employment after  termination of his employment  without "cause;"  however,  any
amounts paid or payable to the  terminated  employee  from other  employment  or
other services will reduce,  dollar for dollar, the amounts otherwise payable to
him pursuant to his Employment Agreement.

     Restrictive Covenants

     For a period  of two years  after  the  expiration  or  termination  of the
Employment  Agreement,  without the prior  written  consent of the Company,  the
terminated  employee is restricted,  within a radius of five miles of any office
or franchise of the Company,  from, among other things,  directly or indirectly,
engaging or  participating in a business which is similar to or competitive with
the business activities of the Company. The restrictive  covenants,  however, do
not apply if the Employment Agreement is terminated based on a disability of the
employee and will cease to apply if:

                                       26

     (i)  the Company  defaults in any  obligation  to pay any  post-termination
          amounts that are payable  pursuant to the provisions of the Employment
          Agreement and such default continues for a period of 20 days following
          receipt by the Company of written notice thereof; or

     (ii) if all  of  the  following  conditions  exist:  (a)  the  term  of the
          Employment  Agreement is extended for the Extended  Term; (b) prior to
          the  expiration  of the Extended  Term,  the employee is not offered a
          further  two-year  extension,  with the same base  annual  salary  and
          substantially  the  same  terms  as  provided  for in  the  Employment
          Agreement; (c) the employee's employment is not terminated for "cause"
          during the Extended  Term and he does not  voluntarily  terminate  his
          employment;  and (d) the employee's employment ends on the last day of
          the Extended Term.

     Stock Options

     It is contemplated  that, at the closing of the DCAP  Acquisition,  each of
Messrs.  Lang and  Weinzimer  will be granted  options to purchase up to 200,000
Common  Shares of the  Company  and each of Messrs.  Certilman  and Haft will be
granted  options to purchase up to 225,000  Common  Shares of the Company.  Such
options are to be granted upon the following terms:

     (i)  the  exercise  price of such  options  will be 110% of the fair market
          value of the Common Shares on the date of the grant;

     (ii) the options will expire five years from the date of grant; and

     (iii)the options  will vest to the extent of one-half  thereof on the first
          anniversary   of  the  date  of  grant  and  one-half  on  the  second
          anniversary.

     Special Provisions for DCAP Shareholders

          Loans

          For each of the twelve-month  periods of the Initial Term, the Company
     will be obligated,  upon the written request of each DCAP  Shareholder,  to
     lend  to the  DCAP  Shareholder  up to  $20,000.  Each  such  loan is to be
     evidenced by a promissory note of the DCAP  Shareholder (a form of which is
     attached  as Exhibit  4.3(a) to the form of  Employment  Agreement)  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

                                       27

          the  seventh  anniversary  of the  closing  of the DCAP  Acquisition),
          subject  to  acceleration  to the  extent  that the  DCAP  Shareholder
          receives any proceeds from the sale or other disposition of any Common
          Shares (see "Sale of EXTECH Shares").

     The  repayment  of all amounts due under each such note is to be secured by
the pledge by the DCAP  Shareholder,  pursuant  to a pledge  agreement,  of five
Common Shares of the Company for each one dollar  loaned.  A form of such pledge
agreement is attached to the form Employment Agreement as Exhibit 4.3(b).

          Bonus

     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 a DCAP  Shareholder's
Employment  Agreement (but  commencing  with the fiscal year ending December 31,
2000 and continuing only through the fiscal year ending December 31, 2005) is at
least $100,000,  the DCAP Shareholder will be entitled to receive a bonus in the
amount of $37,500  for such year.  No bonus  will be  payable  for a  particular
fiscal  year if no  amounts  are then  payable  by the DCAP  Shareholder  to the
Company pursuant to his Additional Shares Note.  Furthermore,  the amount of any
bonus  payable  may never  exceed  the amount  payable  by the DCAP  Shareholder
pursuant to his  Additional  Shares  Note,  and the Company  will be entitled to
offset against any such bonus any amount so payable.

          Automobile Allowance

     Each  DCAP  Shareholder  will be  entitled  to the use of a  Company-leased
automobile  during the employment  period for business  purposes.  The Company's
lease obligation is not to exceed $1,200 per month per automobile.  In addition,
the Company is to be responsible for all insurance  premiums with respect to the
automobile  (not to  exceed  $3,000  per  year  per  automobile)  as well as all
expenses for gasoline, maintenance and repairs.

          Disability Insurance Policy

     Pursuant to the  Employment  Agreements,  the Company  will be obligated to
obtain a  disability  insurance  policy on behalf of each DCAP  Shareholder  and
maintain such policy in effect during the employment  period. The maximum amount
of premiums for each policy is to be $6,500 per annum.

          Buy-Out Upon Death

     It is  contemplated  that,  at the  closing  of the DCAP  Acquisition,  the
Company   will  enter  into   agreements   with  Messrs.   Lang  and   Weinzimer
(collectively,  the "Death Buy-Out  Agreements")  that will provide that, in the
event of the death of either or both of the DCAP Shareholders, the estate of the
deceased  person shall sell to the Company,  and the Company shall purchase from

                                       28

the estate,  such  number of Common  Shares as shall equal the lesser of (i) the
quotient of the  proceeds of a  particular  insurance  policy on the life of the
particular  person divided by the Fair Market Value per Share (as defined in the
Death Buy-Out Agreement) or (ii) the number of shares owned,  beneficially or of
record, by the deceased  shareholder.  The purchase price per share will be such
Fair Market Value per Share. The Company's  obligation to purchase the shares of
the deceased  person will be  conditioned  upon its receipt of proceeds from the
insurance policies.

     Messrs.  Lang and Weinzimer  are the owners of insurance  policies on their
respective   lives  in  the  approximate   amounts  of  $400,000  and  $350,000,
respectively, and at the closing are to assign ownership of such policies to the
Company.  If the insurance proceeds exceed the purchase price of the shares, the
balance of the proceeds  will belong to the Company.  If the deceased  person is
indebted to the  Company at the time of his death,  the amount of such debt will
first be deducted from the amount payable to his estate.  The foregoing  summary
of the Death Buy-Out Agreements does not purport to be complete and is qualified
in its entirety by reference to the form of Death Buy- Out Agreement attached to
the DCAP Agreement as Exhibit 7.14.

     Restrictive Covenant Agreements

     It is contemplated  that, at the closing of the DCAP  Acquisition,  each of
the DCAP Shareholders will execute and deliver to EXTECH a restrictive  covenant
agreement  (collectively,  the "Restrictive  Covenant  Agreements")  pursuant to
which  each will agree  that he will not,  within  five years of the date of the
closing,  without the prior written  consent of EXTECH,  directly or indirectly,
anywhere  within  five  miles of the  location  of any office of any of the DCAP
Companies or any  franchisee,  among other things,  engage or  participate  in a
business which is similar to or competitive  with,  directly or indirectly,  the
DCAP  Business (as defined in the DCAP  Agreement).  The  restrictive  covenants
shall  cease  to  apply  in the  event  (i) the  particular  DCAP  Shareholder's
employment with EXTECH is terminated by EXTECH without "cause" (see  "Employment
Agreements - Termination"  above),  or (ii) EXTECH defaults in its obligation to
make any post- termination  payments as provided for in the Employment Agreement
and such default  continues for a period of 20 days following  receipt by EXTECH
of  written  notice  thereof.   The  restrictive   covenants  contained  in  the
Restrictive   Covenant   Agreements  are  separate  and  independent   from  the
restrictive  covenants  discussed  above  under  "Employment   Agreements."  The
foregoing summary of the Restrictive  Covenant Agreements does not purport to be
complete  and  is  qualified  in its  entirety  by  reference  to  the  form  of
Restrictive Covenant Agreement attached to the DCAP Agreement as Exhibit 7.9.

     Composition of the Board of Directors

     In the event of stockholder  approval of Proposal 2 and the consummation of
the DCAP Acquisition,  it is contemplated that, at the closing,  the size of the
Board of Directors of EXTECH will be increased to four,  Mr. Lapidus will resign
as a director of the Company and Messrs. Lang and Weinzimer will be appointed as
members  of the Board of  Directors.  In  addition,  as  discussed  below  under
"Eagle,"  it is  contemplated  that,  concurrently  with the closing of the DCAP

                                       29

Agreement, the Company will, in connection with its issuance of Common Shares to
Eagle, further increase the size of the Board of Directors to five and Robert M.
Wallach,  Eagle's  designee,  will be appointed  as a member of the Board.  Such
actions,  if taken,  will be done so by the Board of  Directors  pursuant to the
provisions  of  the  Company's  By-Laws  without  further   stockholder  action.
Biographical and other information with respect to Messrs.  Lang,  Weinzimer and
Wallach is set forth under "Proposal 1: Election of Directors."

     The DCAP Agreement also contemplates that, at the closing,  the size of the
Audit  Committee  and  Finance  Committee  of the  Board  of  Directors  will be
increased to four and Messrs.  Lang and  Weinzimer  will be appointed as members
thereof.

     Agreement as to Voting

     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 Agreement, (i) he will vote his respective shares of stock of EXTECH in
favor of each of the others as a director of EXTECH provided that the particular
person in whose favor the vote would be remains in the employ of EXTECH, (ii) in
the event Mr.  Certilman  or Mr.  Haft  dies or  otherwise  ceases to serve as a
director of EXTECH,  the DCAP  Shareholders will vote their respective shares of
stock of EXTECH 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 EXTECH,  Messrs.  Certilman  and Haft will vote their
respective shares of stock of EXTECH 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 EXTECH or (b) amend the  Certificate  of
Incorporation or By-Laws of EXTECH, 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,  EXTECH 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.

     Pursuant  to the DCAP  Agreement,  EXTECH's  By-Laws  will be amended at or
prior to the closing of the DCAP  Agreement  to provide  that,  in the event the
number of directors  in office is less than four,  any action taken by the Board
of Directors  would require the approval of all of the directors then in office.
During  such time as the number of  directors  in office is less than four,  the
Company may be unable to take actions that a majority of its Board members deems
desirable.

     Sale of EXTECH Shares

     Pursuant  to the  DCAP  Agreement,  while  any  loan  made to  either  DCAP
Shareholder  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,

                                       30

the  Additional  Shares Notes and the Closing Notes have been satisfied in full,
neither  DCAP  Shareholder  may sell or  otherwise  dispose of any of his EXTECH
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.

     Representations and Warranties

     The DCAP Agreement contains various  representations  and warranties of the
DCAP  Shareholders to EXTECH,  including with respect to the following  matters:
(i) the good  standing and  corporate  power of the DCAP  Companies  and similar
corporate  matters;  (ii) the  capitalization  of the DCAP Companies;  (iii) the
absence of required  consents,  approvals and governmental  filings,  except for
certain  specified and required  regulatory  filings and approvals in connection
therewith;   (iv)  the  binding  effect  of  the  DCAP  Agreement  on  the  DCAP
Shareholders;  (v)  the  accuracy  of  the  financial  statements  of  the  DCAP
Companies;  (vi) the absence of  undisclosed  liabilities;  (vii) the absence of
certain  changes  regarding  the DCAP  Companies;  (viii) the absence of adverse
developments  with respect to the DCAP  Companies;  (ix) tax  obligations of the
DCAP  Companies;  (x) assets owned or held by the DCAP  Companies;  (xi) certain
insurance  matters;  (xii) certain  litigation  matters and compliance with law;
(xiii) certain real property matters;  (xiv) certain material agreements entered
into by the  DCAP  Companies;  (xv)  the  condition  of the  assets  of the DCAP
Companies; (xvi) certain permits and licenses held by the DCAP Companies; (xvii)
certain  occupational  health  and  safety and  environmental  matters;  (xviii)
certain intellectual property matters;  (xix) certain compensation  information;
(xx)  certain  employee  benefit  plan  matters;  (xxi) the absence of conflicts
between the DCAP  Agreement and the  transactions  contemplated  thereby and the
Certificate  of  Incorporation  and  By-Laws  of  the  DCAP  Companies,  certain
agreements applicable to them or any judgment, order, injunction, decree, award,
law or  regulation  applicable  to them;  (xxii) the  absence of  broker's  fees
payable; (xxiii) employment relations;  (xxiv) prior names and addresses;  (xxv)
certain payments made by the DCAP Companies; (xxvi) the books and records of the
DCAP Companies; (xxvii) compliance by the DCAP Companies with the Americans with
Disabilities  Act; (xxviii)  information  furnished by the DCAP Shareholders and
the DCAP Companies for inclusion in this Proxy Statement; and (xxix) the absence
of certain  untrue or omitted  facts.  Such  representations  and warranties are
subject, in certain cases, to specified exceptions and qualifications.

     The DCAP Agreement also contains various  representations and warranties of
EXTECH  to the  DCAP  Shareholders,  including  with  respect  to the  following
matters:  (i) the good  standing  and  corporate  power of  EXTECH  and  similar
corporate  matters;  (ii) the  capitalization  of EXTECH;  (iii) the  absence of
required  consents,  approvals  and  governmental  filings,  except for  certain
specified and required regulatory filings and approvals in connection therewith;
(iv) the binding  effect of the DCAP  Agreement  on EXTECH;  (v) the accuracy of
EXTECH's SEC reports;  (vi) the absence of conflicts  between the DCAP Agreement
and the transactions  contemplated  thereby and the Certificate of Incorporation
and By-Laws of EXTECH,  certain  agreements  applicable  to it or any  judgment,
order, injunction,  decree, award, law or regulation applicable to it; (vii) the
absence of  certain  changes  regarding  EXTECH;  (viii) the  absence of adverse

                                       31

developments with respect to EXTECH;  (ix) tax obligations of EXTECH; (x) assets
owned  or  held  by  EXTECH;  (xi)  certain  insurance  matters;  (xii)  certain
litigation  matters  and  compliance  with law;  (xiii)  certain  real  property
matters;  (xiv) certain  material  agreements  entered into by EXTECH;  (xv) the
condition of the assets of EXTECH;  (xvi)  certain  permits and licenses held by
EXTECH; (xvii) certain occupational health and safety and environmental matters;
(xviii) intellectual property matters;  (xix) certain compensation  information;
(xx) certain employee  benefit plan matters;  (xxi) the absence of broker's fees
payable;  (xxii) employment relations;  (xxiii) certain payments made by EXTECH;
(xxiv) the books and  records of EXTECH;  (xxv)  compliance  by EXTECH  with the
Americans  with  Disabilities  Act;  (xxvi)  information  included in this Proxy
Statement;  and  (xxvii) the absence of certain  untrue or omitted  facts.  Such
representations  and  warranties  are subject,  in certain  cases,  to specified
exceptions and qualifications.

     Pre-Closing Covenants

     The DCAP  Shareholders  have agreed in the DCAP Agreement  that,  until the
closing or earlier  termination of the DCAP Agreement,  they will cause the DCAP
Companies to conduct  their  business  only in the ordinary and usual course and
make no change in any of their  business  practices  and  policies  without  the
written  prior  consent  of  EXTECH.  Without  limiting  the  generality  of the
foregoing,  the DCAP Shareholders have agreed that they will not cause or permit
any DCAP Company,  without the prior written consent of EXTECH, to (i) amend its
Certificate of  Incorporation  or By-Laws;  (ii) enter into,  adopt or amend any
employment  agreement or increase  the  compensation  or fringe  benefits of any
employee;  (iii) acquire or dispose of any material  assets outside the ordinary
course of business; (iv) acquire any business organization or division; (v) take
any other  action  outside the ordinary  course of  business;  or (vi) adopt any
resolution  or enter  into or amend  any  contract  with  respect  to any of the
foregoing.

     The DCAP  Shareholders have also agreed to use their best efforts to assure
that all of their  representations and warranties are true and correct as of the
closing, that no default shall occur with respect to any of their covenants, and
that all conditions to EXTECH's obligation to complete the closing are satisfied
in a timely manner.

     EXTECH has agreed in the DCAP Agreement that,  until the closing or earlier
termination  of the DCAP  Agreement,  subject  to  certain  exceptions,  it will
conduct its business only in the ordinary and usual course and make no change in
any of its business  practices and policies without the written prior consent of
the DCAP Shareholders.  Without limiting the generality of the foregoing, EXTECH
has  agreed  that it will not,  without  the prior  written  consent of the DCAP
Shareholders,  (i) amend its Certificate of Incorporation or By-Laws; (ii) enter
into,  adopt or amend any employment  agreement or increase the  compensation or
fringe benefits of any employee; (iii) acquire or dispose of any material assets
outside the ordinary course of business;  (iv) acquire any business organization
or division;  (v) take any other action outside the ordinary course of business;
or (vi) adopt any resolution or enter into or amend any contract with respect to
any of the foregoing.

                                       32

     EXTECH has also  agreed to use its best  efforts to assure  that all of its
representations  and warranties are true and correct as of the closing,  that no
default  shall  occur  with  respect  to any  of its  covenants,  and  that  all
conditions  to the DCAP  Shareholders'  obligation  to complete  the closing are
satisfied in a timely manner.

     No Negotiations

     The DCAP  Agreement  provides that neither of the DCAP  Shareholders  will,
directly or indirectly,  among other things,  solicit or initiate discussions or
engage in  negotiations  with any person  other than EXTECH with  respect to the
possible  acquisition,  financing or change of control of any DCAP Company.  The
DCAP  Shareholders  have also agreed that, if they or any DCAP Company  receives
any  unsolicited  offer or  proposal  to enter into  negotiations  relating to a
potential  transaction,  they shall  immediately  notify EXTECH of such fact and
shall return any such written offer to the sending party.

     Conditions to Closing

     The  respective   obligations  of  EXTECH  and  the  DCAP  Shareholders  to
consummate  the  DCAP  Acquisition  are  subject  to  a  number  of  conditions,
including,  among  others,  (i) the approval of the DCAP  Agreement and the DCAP
Acquisition  by the  stockholders  of the  Company;  (ii)  the  approval  by the
stockholders  of the  Company  of  Proposals  4, 5 and 6;  (iii) the  continuing
accuracy  of  the  representations  and  warranties,  and  compliance  with  all
covenants and  obligations,  of the respective  parties as set forth in the DCAP
Agreement;  (iv) except as  discussed  below,  the  obtaining  of all  consents,
licenses and permits  required from third parties,  including  state  regulatory
agencies;  (v) the parties'  receipt of certain opinions of counsel with respect
to certain  legal  matters;  (vi) the closing of the  purchases  of the Sterling
Foster Shares;  and (vii) EXTECH and the DCAP  Shareholders  having entered into
the Employment Agreements and Death Buy-Out Agreements.

     EXTECH's obligation to consummate the DCAP Agreement is further conditioned
upon, among other things, (i) its receipt of an opinion of an investment banking
firm satisfactory to it to the effect that the transactions  contemplated by the
DCAP Agreement are fair, from a financial viewpoint,  to the stockholders of the
Company;  (ii) its receipt of a "cold comfort" letter from the certified  public
accountant for the DCAP Companies, in form and substance reasonably satisfactory
to the Company;  (iii) its receipt of certain  audited and  unaudited  financial
statements for the DCAP Companies;  (iv) the execution by the DCAP  Shareholders
of their respective  Restrictive Covenant Agreements,  Closing Notes and Closing
Pledge Agreements;  and (v) the appointment of Messrs. Certilman and Haft to the
Board of  Directors  of DCAP  and the  Board  of  Directors  of each of the DCAP
Companies that is wholly-owned by the DCAP Shareholders.

     The DCAP  Shareholders'  obligation to consummate  the DCAP  Acquisition is
further  conditioned  upon,  among  other  things,  (i) the size of the Board of
Directors of the Company  having been  increased to four and the  appointment of
the two of them as members  thereof;  (ii) the  receipt  of an opinion  from tax
counsel to them to the effect that the DCAP Acquisition will not be a taxable

                                       33

event to them by reason of Section 351 of the Internal  Revenue Code of 1986, as
amended  (the  "Code");  (iii) the  execution  and delivery to them by EXTECH of
their respective Stock Option  Agreements;  (iv) the tender by EXTECH to them of
the Closing  Loans;  and (v) the  acquisition  by Messrs.  Certilman and Haft of
their respective EXTECH Management Additional Shares.

     The  obligation  of  Messrs.  Certilman  and  Haft to  consummate  the DCAP
Acquisition  is further  conditioned  upon,  among other  things,  (i)  EXTECH's
acquisition of the DCAP Shares; (ii) the acquisition by the DCAP Shareholders of
the  950,000  Additional  Shares;  (iii) the  closing  of the  purchases  of the
Sterling Foster Shares;  (iv)  stockholder  approval of Proposals 2, 4, 5 and 6;
and (v) the  execution  and  delivery  by  EXTECH  to them of  their  respective
Employment Agreements and Stock Option Agreements.

     Any condition to the  performance of the parties that legally can be waived
may be so waived by the particular party. If any of the above conditions are not
fulfilled  by December  31, 1998 or waived by the party  entitled to invoke such
condition,  such party may terminate the DCAP Agreement;  however, under certain
circumstances,  the parties will be obligated to consummate the DCAP Acquisition
notwithstanding  the  failure of a closing  condition  with  respect to, and the
failure to deliver to EXTECH the stock of, one or more of the DCAP Companies. In
such  event,  the  number  of  Common  Shares of EXTECH to be issued to the DCAP
Shareholders  shall not be reduced;  however,  the DCAP Shareholders have agreed
that,  among  other  things,  they will  provide to EXTECH  all of the  benefits
received  by either of them from the  excluded  DCAP  Companies  and will  grant
EXTECH an irrevocable proxy with respect to their shares in such DCAP Companies.
See "Termination."

     Closing of the DCAP Agreement

     The  closing of the DCAP  Agreement  is to take place on the  business  day
following  stockholder  approval  of  Proposals  2, 4, 5 and 6,  subject  to the
satisfaction or waiver of the other  conditions to closing set forth in the DCAP
Agreement (see  "Conditions to Closing"),  unless otherwise agreed to in writing
by the parties.

     Indemnification

     The  parties  have  agreed  that  their  respective   representations   and
warranties  contained in the DCAP Agreement  generally shall survive the closing
for a period of two years.

     The DCAP  Shareholders have agreed,  jointly and severally,  that they will
indemnify and hold  harmless  EXTECH,  among others,  against and in respect of,
among other things, any and all damages,  losses, costs and expenses that result
from,  relate to or arise out of any  misrepresentation,  breach of  warranty or
nonfulfillment  of  any  agreement  or  covenant  on the  part  of  either  DCAP
Shareholder  under  or in  connection  with the DCAP  Agreement  and any  untrue
statement or omission of material  fact in this Proxy  Statement  which is based
upon information furnished by any DCAP Shareholder.

                                       34

     EXTECH has agreed to  indemnify  and hold  harmless  the DCAP  Shareholders
against and in respect of,  among other  things,  any and all  damages,  losses,
costs and  expenses  incurred or suffered by the DCAP  Shareholders  that result
from,  relate to or arise out of any  misrepresentation,  breach of  warranty or
nonfulfillment  of any  agreement  or covenant on the part of EXTECH under or in
connection  with the DCAP  Agreement,  and any untrue  statement  or omission of
material  fact  in  this  Proxy  Statement,  except  to the  extent  based  upon
information furnished by either DCAP Shareholder.  Neither the DCAP Shareholders
nor EXTECH shall be liable to the other unless and until the  aggregate  claims,
losses, costs and expenses resulting from indemnifiable  matters exceeds $25,000
and then  shall  only be liable for the  excess  above  such  amount.  The total
indemnification  to which  EXTECH  shall be entitled  under the  indemnification
provisions of the DCAP Agreement (exclusive of legal fees and expenses) shall be
limited to $950,000.

     At the option of EXTECH, any indemnification obligation of EXTECH under the
DCAP  Agreement  may be  satisfied  in whole or in part  through the issuance of
additional Common Shares of EXTECH to the DCAP  Shareholders  based upon a value
of $.25 per Common Share.

     At the option of the DCAP Shareholders,  any indemnification  obligation of
them under the DCAP  Agreement  may be satisfied in whole or in part through the
redelivery  to  EXTECH  of any of the  EXTECH  Common  Shares  acquired  by them
pursuant to the DCAP  Agreement or other Common  Shares of EXTECH,  in each case
based upon a value of $.25 per share.

     Termination

     The DCAP  Agreement  may be  terminated  at any time  before  the  closing,
whether before or after the approval by the Company's  stockholders  of the DCAP
Acquisition,  (i) by mutual consent of the Board of Directors of the Company and
the DCAP  Shareholders;  (ii) by either the Company or the DCAP  Shareholders if
any of the conditions to their obligation to close have not been fulfilled on or
prior to December 31, 1998 or shall become incapable of fulfillment,  unless the
condition  was not  fulfilled  as a result  of any  action  or  inaction  by the
terminating party or was waived.

     If the DCAP  Agreement is terminated as provided for above,  no party shall
have any further liability or obligation except for any liability that may arise
from a breach of the  confidentiality  provisions of the DCAP  Agreement or as a
result of a party's  willful  failure to consummate the DCAP  Acquisition or for
any breach of representation, warranty or covenant.

     Amendment

     The DCAP  Agreement  may be amended by a written  instrument  signed by the
Company  and the DCAP  Shareholders  at any time  before  or  after  receipt  of
stockholder  approval of the DCAP Agreement and the DCAP Acquisition;  provided,
however, that after such approval, no amendment may be made that by law requires
further approval by the Company's  stockholders  without the further approval of
such stockholders.

                                       35

     Regulatory Requirements

     One of the DCAP Companies, Payments, Inc., is licensed as a premium finance
agency by the New York State Banking  Department.  It is contemplated  that such
entity will  provide  premium  financing  to the clients of the DCAP  Companies.
Payments, Inc. is wholly-owned by the DCAP Shareholders. An application has been
made to the New York State  Banking  Department  for approval of the transfer of
the  outstanding  stock  of  Payments,  Inc.  to  EXTECH  pursuant  to the  DCAP
Agreement.  No approval has yet been obtained and no assurances  can be given in
this regard.

Accounting Treatment

     The DCAP  Acquisition  will be accounted for as a purchase.  See "Pro Forma
Financial Statements."

Federal Income Tax Consequences

     Nonrecognition of Gain or Loss

     Under Section 1032 of the Code,  EXTECH will not recognize any gain or loss
on the issuance of the Acquisition  Shares in consideration  for the DCAP Shares
or  upon  issuance  of the  950,000  Additional  Shares  and  EXTECH  Management
Additional  Shares in consideration  for cash and promissory notes, as discussed
under "The DCAP Agreement - Acquisition of Common Shares."

     Basis of Properties Acquired in DCAP Acquisition

     The parties to the DCAP Agreement  intend that Section 351 of the Code will
apply to the  proposed  exchange of the DCAP Shares for the  Acquisition  Shares
(the "Exchange"). Section 351 provides for nonrecognition of gain or loss on the
Exchange with respect to the  transferors of property to EXTECH,  i.e., the DCAP
Shareholders. EXTECH will not recognize any gain or loss on the Exchange whether
or not Section 351 applies to the DCAP Shareholders.

     Assuming  that Section 351 applies to the proposed  Exchange,  the original
basis of EXTECH in the DCAP Shares acquired  pursuant to the DCAP Agreement will
be  governed  by Section  362(a)(1)  of the Code.  Pursuant  to such  provision,
property  acquired  by a  corporation  in an  exchange  solely  for its stock in
connection with a transaction to which Section 351 applies has an original basis
equal  to  the  basis  in  the  hands  of the  transferor  ("carryover  basis").
Accordingly,  based on the assumed  compliance with Section 351, EXTECH will for
tax purposes record a carryover  basis for the DCAP Shares acquired  pursuant to
the DCAP Agreement.

     Effect of Ownership Change on EXTECH Carryovers

     The   consolidated  net  operating  loss  carryover  and  the  consolidated
carryover  of excess  general  business  tax credits of the EXTECH  consolidated
return group may be adversely  affected by the changes in the stock ownership of

                                       36

EXTECH as a result of the issuance of Common Shares to the DCAP Shareholders and
Eagle.  Since  these new  stockholders  in EXTECH  will own more than 50% of the
outstanding  Common  Shares  of  EXTECH  after the  proposed  transactions,  the
consolidated  net operating loss  carryover of EXTECH may be materially  reduced
under the provisions of Section 382 of the Code.

     Since  the DCAP  Shareholders  and Eagle  will,  upon  consummation  of the
proposed  transactions,  own more than 50% of the  outstanding  stock of EXTECH,
there will be an  "ownership  change"  of EXTECH  stock  within  the  meaning of
Section 382(g) of the Code.  Following such ownership change,  the amount of any
EXTECH  consolidated  taxable income for any  post-change  year (i.e.,  any year
which ends after the date of the ownership  change,  including  the  post-change
period of the change  year) which may be offset by the  pre-change  consolidated
net  operating  loss  carryover  cannot  exceed  the  consolidated  Section  382
limitation for such year, i.e., an amount equal to the value of the EXTECH group
multiplied by the applicable  long-term tax exempt rate in effect at the time of
the ownership change.

     If all  businesses  conducted  by the  EXTECH  group  at  the  time  of the
ownership  change are  discontinued  during the two-year period beginning on the
date of the ownership change, the consolidated  Section 382 limitation generally
will be zero for all post-change years (including the post-change portion of the
change year).

     Effect of Transaction on DCAP Carryovers; Consolidated Group

     As discussed  above,  EXTECH  proposes to acquire  100% of the  outstanding
stock of certain of the DCAP Companies ("100% subsidiaries"),  67% of certain of
the DCAP Companies ("67% subsidiaries"), and generally 50% of the remaining DCAP
Companies ("50% subsidiaries").

     Under Section  1504(a) of the Code,  the 50%  subsidiaries  will not become
members of the EXTECH consolidated return group. Accordingly,  each will need to
file a  separate  tax  return.  EXTECH's  acquisition  of the stock of these 50%
subsidiaries,  taken in  isolation,  will not cause an  "ownership  change" with
respect  to their  stock  under  Section  382(g)  which  requires a more than 50
percentage  point change in stock  ownership.  However,  the ownership change in
Section 382(g) is tested over a three year period.  Accordingly, if coupled with
any other change of stock ownership  within the three year testing  period,  the
EXTECH acquisition will trigger an ownership change under Section 382(g).  Given
such an ownership  change,  the particular  50% subsidiary  will be subject to a
separately  computed  Section 382 limitation on its pre-change  loss  carryovers
with respect to its taxable income in its post-change years, as explained above.

     The  acquisition  of the 67%  subsidiaries  by  EXTECH  will  result  in an
"ownership  change"  under  Section  382(g)  as to each such  subsidiary.  These
subsidiaries  also will not become  members of the  EXTECH  consolidated  return
group. Consequently,  each will need to file a separate tax return and each will
be subject to a separately  computed  Section 382  limitation on its  pre-change
loss carryovers with respect to its taxable income in its post-change  years, as
explained above.

                                       37

     The 100% subsidiaries will become members of the EXTECH consolidated return
group for all periods commencing on the acquisition by EXTECH of their stock. As
members of the group,  their  income or loss  effective  with the closing of the
DCAP  Acquisition  will be includable in EXTECH's  consolidated  return and they
will be subject to the consolidated  Section 382 limitation  explained above. In
addition, generally for a five year period, each such subsidiary will be subject
to a separately computed Section 382 limitation with respect to the carryover of
its pre-change net operating loss carryovers to  consolidated  taxable income in
post-change  years, as explained  above. In addition,  each such 100% subsidiary
will be subject to the separate return limitation year ("SRLY")  limitation with
respect to its  pre-change  net operating  loss  carryovers.  Generally the SRLY
limitation  limits the  utilization  of the SRLY  member's  pre-affiliation  net
operating loss  carryovers to the amount of its separate  taxable income for the
year which is contributed to the consolidated income tax return.

     Termination of Subchapter S Elections

     Under Section 1362 (d)(2) of the Code,  any Subchapter S election by a DCAP
Company will  terminate  effective on the date of the  acquisition  by EXTECH of
some or all of its stock.  Each such  corporation  will be  required to file two
short year income tax returns for the year in which termination occurs - a short
period "S  return"  for the  portion  of the year  which  ends on the day before
termination  occurs and a short year return as a "C corporation" for the balance
of the tax year  (either as part of the  EXTECH  consolidated  group,  if a 100%
subsidiary, or separately, if a 50% subsidiary or 67% subsidiary).

     Accounting Method

     The DCAP Companies have reported their taxable income by utilizing the cash
method of  accounting.  Section  448 of the Code  prohibits  the use of the cash
method of accounting to any "C corporation"  whose gross receipts are $5,000,000
or more.  The gross  receipts  test is applied  with a rolling  average of gross
receipts over the three years  preceding the taxable year. The gross receipts of
two  or  more  corporations  (including  "S  corporations")  are  aggregated  in
computing the average if the same persons actually (or  constructively by reason
of rules of attribution) own more than 50% of their capital stock.

     If Section 448 applies,  the affected  DCAP  Companies  will be required to
change  to  another  method  of  accounting   (usually  the  accrual  method  of
accounting) for the first tax year following the end of the foregoing three year
averaging period.

     THE FOREGOING  DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE
DCAP  ACQUISITION  IS A SUMMARY  ONLY AND IS BASED ON EXISTING TAX LAW AS OF THE
DATE OF THIS PROXY STATEMENT,  WHICH MAY DIFFER ON THE DATE OF THE CLOSING.  THE
FOREGOING  DISCUSSION  IS NOT BINDING ON THE INTERNAL  REVENUE  SERVICE,  AND NO
RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN SOUGHT OR WILL BE SOUGHT WITH

                                       38

RESPECT TO SUCH TAX CONSEQUENCES. IN ADDITION, THE FOREGOING DISCUSSION DOES NOT
CONSIDER THE EFFECT OF ANY APPLICABLE FOREIGN, STATE, LOCAL OR OTHER TAX LAWS.

Eagle

     The Company and Eagle have  entered into the Eagle  Subscription  Agreement
which  provides  for the  issuance and sale by the Company to Eagle of 1,486,893
Common Shares for an aggregate  purchase price of approximately  $1,000,000,  or
$.67  per  share  (the  "Eagle  Issuance").  The  Eagle  Issuance  is to be made
concurrently with the closing of the DCAP Agreement. Each of the parties has the
right to terminate  the Eagle  Subscription  Agreement if the closing  shall not
have occurred by December 31, 1998.

     Eagle is a New Jersey  insurance  company  wholly-owned by The Robert Plan,
one of the  largest  insurers  of  assigned-risk  drivers in the United  States.
Pursuant to separate  agency  agreements  between  certain  DCAP  Companies  and
certain insurance  company  subsidiaries of The Robert Plan, such DCAP Companies
have  been  appointed  agents  of the  insurance  companies  with  regard to the
offering of automobile and other  insurance  products.  Certilman  Balin Adler &
Hyman,  LLP serves as counsel to The Robert Plan with respect to certain matters
(such firm,  however,  has not served as counsel to Eagle in connection with the
Eagle Subscription Agreement).

     Pursuant to the Eagle Subscription  Agreement,  at the closing, the size of
the Board of  Directors  of the Company is to be increased to five and Robert M.
Wallach, Eagle's Vice President and the President and Chief Executive Officer of
The Robert Plan, is to be appointed as a member of the Board of  Directors.  The
Company has agreed  that,  during the five year period  following  the  closing,
provided that Eagle remains the beneficial  owner of at least  1,000,000  Common
Shares (subject to adjustment for stock splits and the like),  the Company shall
continue to nominate Mr. Wallach as a director.

Stock Ownership Following the DCAP Acquisition and Eagle Issuance

     The following table sets forth certain information regarding the beneficial
ownership of the Company's  Common Shares  following the DCAP  Acquisition,  the
issuance of the Common Shares contemplated by the DCAP Agreement,  the purchases
of the  Sterling  Foster  Shares  and the  issuance  of the Eagle  Shares.  Such
information  is presented  for (i) each person who the Company  believes will be
the beneficial owner of more than 5% of the Company's  outstanding Common Shares
following  such  events,  (ii)  each  person  who it is  contemplated  will be a
director of the Company  following such events,  (iii) each person listed in the
Summary Compensation Table under "Executive  Compensation," and (iv) all persons
who it is contemplated  will be the Company's  executive  officers and directors
following such events, as a group.

                                       39

  Name and Address                  Number of Shares               Approximate
 of Beneficial Owner               Beneficially Owned           Percent of Class
 -------------------               ------------------           ----------------

Kevin Lang......................      2,575,000(1)                    21.9%
  2545 Hempstead Turnpike
  East Meadow, New York

Abraham Weinzimer................     2,575,000(1)                    21.9%
  2545 Hempstead Turnpike
  East Meadow, New York

Jay M. Haft......................     1,580,393(1)(2)(3)              13.4%
  201 S. Biscayne Blvd.
  Suite 3000
  Miami, Florida

Morton L. Certilman.............      1,486,893(1)(2)(4)              12.6%
  The Financial Center
    at Mitchel Field
  90 Merrick Avenue
  East Meadow, New York

Robert M. Wallach................     1,486,893(5)                    12.6%
  c/o The Robert Plan Corporation
  999 Stewart Avenue
  Bethpage, New York

All executive officers
and directors as a group
(6 persons)......................     9,731,179(1)(2)(3)(4)(5)(6)     82.6%
- -----------
(1)  Reference  is made to "The DCAP  Agreement - Agreement  as to Voting" for a
     discussion  of a  certain  agreement  as  to  voting  among  Messrs.  Lang,
     Weinzimer, Certilman and Haft.

(2)  As previously indicated,  each of Messrs. Certilman and Haft has previously
     filed a Schedule  13D and  amendments  thereto  under the Exchange Act with
     respect to their  respective  equity  interests in the Company.  In view of
     their intention to consult with each other with respect to the acquisition,
     voting and disposition of their respective  shares,  Messrs.  Certilman and
     Haft may be deemed a group.  Accordingly,  following the DCAP  Acquisition,
     the group of Messrs.  Certilman and Haft would  beneficially  own 3,067,286
     Common  Shares.  Such amount  would  represent  approximately  26.0% of the
     outstanding Common Shares of the Company following the DCAP Acquisition and

                                       40

     the Eagle Issuance.  However, as indicated above, each of Messrs. Certilman
     and  Haft  independently  makes  his  own  decisions  with  respect  to the
     acquisition,  voting and disposition of the Common Shares directly owned by
     him and neither Mr. Certilman nor Mr. Haft has any economic interest in the
     Common Shares directly owned by the other.

(3)  Includes shares held in a retirement trust for the benefit of Mr. Haft.

(4)  Includes  shares  held  in a  retirement  trust  for  the  benefit  of  Mr.
     Certilman.

(5)  Represents shares owned by Eagle, of which Mr. Wallach,  a contemplated new
     director  of the  Company,  is a Vice  President.  Eagle is a  wholly-owned
     subsidiary of The Robert Plan, of which Mr.  Wallach is President and Chief
     Executive Officer. The inclusion of the shares for Mr. Wallach shall not be
     deemed an admission that he is the beneficial owner of such shares.

(6)  Includes  5,000  shares  held in a  retirement  trust for the benefit of an
     executive officer and 22,000 shares held by such executive  officer's wife.
     Such executive officer disclaims  beneficial  ownership of the shares owned
     by his wife.

Price Range of Common Stock

     The Company's  Common Shares are traded in the  over-the-counter  market on
the NASD OTC Electronic  Bulletin Board (the "Bulletin  Board") under the symbol
"EXTH". The following table sets forth, for the periods indicated,  the high and
low  closing  bid prices for the  Company's  Common  Shares as  reported  by the
Bulletin Board:

1996 Calendar Year                  High        Low
- ------------------                  ----        ---

First Quarter                       $1/4        $1/16
Second Quarter                       7/16        1/4
Third Quarter                        7/16        3/8
Fourth Quarter                       3/8         3/8

1997 Calendar Year                  High        Low
- ------------------                  ----        ---

First Quarter                       $  1/2      $ 3/8
Second Quarter                         1/2        1/2
Third Quarter                        1-1/4        1/2
Fourth Quarter                       1-5/16      11/16

                                       41

1998 Calendar Year                  High        Low
- ------------------                  ----        ---

First Quarter                       $    3/4    $11/16
Second Quarter                         13/16      9/16
Third Quarter                        1-13/16      5/8
Fourth Quarter
  (through ______, 1998)

     On ________,  1998, the closing bid price for the Company's  Common Shares,
as reported by the Bulletin Board, was $__________ per share.

     The above quotations reflect  interdealer  prices,  without retail mark-up,
mark-down or commission, and may not necessarily represent actual transactions.

     As of October 31, 1998,  there were  approximately  3,000 record holders of
the Company's Common Shares.

     The DCAP Shares are privately  held and there is no trading market for such
stock.

     The Company has neither  declared nor paid any cash dividends on its Common
Shares during its two most recent  fiscal years and the Board of Directors  does
not  contemplate  the  payment  of  dividends  in the  foreseeable  future.  Any
decisions as to the future  payment of dividends will depend on the earnings and
financial  position  of the  Company  and such  other  factors  as the  Board of
Directors deems relevant.

Pro Forma Financial Statements

     The  following  unaudited  pro  forma  condensed   consolidated   financial
statements give effect to the acquisition by EXTECH of the DCAP Shares accounted
for  as a  purchase  transaction.  These  pro  forma  financial  statements  are
presented for  illustrative  purposes  only,  and therefore are not  necessarily
indicative of the operating results and financial  position that might have been
achieved had the DCAP  Acquisition  occurred as of an earlier date, nor are they
necessarily indicative of the operating results and financial position which may
occur in the future.

     A pro forma condensed consolidated balance sheet is provided as of June 30,
1998, giving effect to the DCAP Acquisition as though it had been consummated on
that date. Pro forma  condensed  consolidated  statements of income are provided
for the six month  period  ended June 30, 1998 and the year ended  December  31,
1997, giving effect to the DCAP Acquisition as though it had occurred on January
1, 1997.

     The pro forma  financial  statements are based on preliminary  estimates of
values and transaction costs and preliminary appraisals. The actual recording of

                                       42

the  transactions  will be based on final  appraisals,  values  and  transaction
costs. Accordingly,  the actual recording of the transactions can be expected to
differ from these pro forma financial statements.

     The  historical  consolidated  statement of income  presented  for the year
ended  December 31, 1997 is derived from the  separate  historical  consolidated
financial  statements  of EXTECH and combined  financial  statements of the DCAP
Companies,  and  should  be read in  conjunction  with the  companies'  separate
financial statements incorporated by reference or included elsewhere herein. The
historical  condensed financial statement for the six months ended June 30, 1998
is derived from the  historical  interim  consolidated  financial  statements of
EXTECH and combined financial statements of the DCAP Companies,  incorporated by
reference or included  elsewhere  herein,  and have been  prepared in accordance
with generally accepted  accounting  principles  applicable to interim financial
information,  and, in the opinion of the  respective  managements  of EXTECH and
DCAP, include all adjustments necessary for a fair presentation of the financial
information for such interim periods.

                                       43

                               EXTECH CORPORATION
                                       AND
        DEALERS CHOICE AUTOMOTIVE PLANNING INC. AND AFFILIATED COMPANIES
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

                                  June 30, 1998
                                   (Unaudited)

                                                            Historical                        Pro Forma                 
                                                    EXTECH             DCAP
                ASSETS                             Corporation      Companies        Adjustments        Consolidated
Current assets:
                                                                                                 
   Cash and cash equivalents                      $  462,675       $   17,747            9,500      (2)  $1,374,140
                                                                                       113,000      (3)
                                                                                      (225,000)     (4)
                                                                                       996,218      (6)
   Accounts receivable, net                           50,454          489,058                               539,512
   Notes and other receivables                       803,688             -            (776,488)     (5)     480,200
                                                                                       228,000      (2)
                                                                                       225,000      (4)
   Inventories                                         8,167             -                                    8,167
   Prepaid expenses and other current assets          39,015           69,680          (21,046)     (1)      87,649
                                                   ---------         --------        ---------            ---------
     Total Current Assets                          1,363,999          576,485          549,184            2,489,668

PROPERTY AND EQUIPMENT, net                          109,347        1,047,047                             1,156,394
LOAN RECEIVABLE - SHAREHOLDERS                                        360,521                               360,521
DEPOSITS                                               5,000           72,810                                77,810
DEFERRED INCOME TAXES                                   -             174,993         (118,093)     (1)      56,900
DUE FROM RELATED COMPANIES                              -              49,032                                49,032
GOODWILL                                                -                -           2,055,872      (1)   2,055,872
OTHER                                                 52,324             -                -                  52,324
                                                   ---------        ---------        ---------            ---------
                                                  $1,530,670       $2,280,888       $2,486,963           $6,298,521
                                                   =========        =========        =========            =========
   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and other accrued expenses    $   97,359       $  819,159       $  (26,488)     (5)  $  890,030
   Notes payable                                        -             955,388         (750,000)     (5)     205,388
   Debentures payable                                154,200             -                                  154,200
   Current portion of long-term                         -             158,044                               158,044
   Income taxes payable, current                      14,156           43,783             -                  57,939
                                                   ---------        ---------        ---------            ---------
      Total current liabilities                      265,715        1,976,374         (776,488)           1,465,601
                                                   ---------        ---------        ---------            ---------
MINORITY INTEREST                                        560        1,154,211                             1,154,771
LONG-TERM DEBT                                          -             187,136                               187,136
DEFERRED REVENUE                                                       54,900                                54,900
DEFERRED INCOME TAXES                                                   3,000           (3,000)     (1)        -

Stockholders' equity:
   Common stock, $.01 par value, authorized
   10,000,000 and 25,000,000 shares, respectively;
   issued and outstanding 5,591,367 and
   11,780,260 shares, respectively                    55,914                                                117,803
                                                                                        33,000      (1)
Common stock                                                           32,583          (32,583)     (1)        -
                                                                                         9,500      (2)
                                                                                         4,520      (3)
                                                                                        14,869      (6)
Capital in excess of par                           5,264,950          326,199                             7,374,779
                                                                                       792,000      (1)
                                                                                      (326,199)     (1)
                                                                                       228,000      (2)
                                                                                       108,480      (3)
                                                                                       981,349      (6)
Deficit                                           (4,056,469)      (1,357,943)       1,357,943      (1)  (4,056,469)
                                                   ---------        ---------        ---------            ---------
                                                   1,264,395         (999,161)       3,170,879            3,436,113
Treasury stock                                          -             (95,572)          95,572      (1)        -   
                                                   ---------        ---------        ---------            ---------
                                                   1,264,395       (1,094,733)       3,266,451            3,436,113
                                                   ---------        ---------        ---------            ---------
                                                  $1,530,670       $2,280,888       $2,486,963           $6,298,521
                                                   =========        =========        =========            =========

 See accompanying notes to pro forma condensed consolidated financial statements

                                       44

                               EXTECH CORPORATION
                                       AND
                     DEALERS CHOICE AUTOMOTIVE PLANNING INC.
                            AND AFFILIATED COMPANIES

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 1998

1.   To record the estimated  purchase  price of $846,000  (including  aggregate
     estimated  related  acquisition  costs of $21,000 which has been paid as of
     June  30,  1998)  for  the  DCAP  Acquisition  and the  elimination  of the
     historical  equity  capitalization of the DCAP Companies in accordance with
     the  purchase  method of  accounting.  Of such  estimated  purchase  price,
     $825,000  represents  the issuance of 3,300,000  Common Shares of EXTECH to
     the DCAP  Shareholders  in exchange for the DCAP  Shares.  The value of the
     EXTECH Common Shares of $.25 per share is based on independent appraisal.

     The preliminary allocation of the purchase price paid for the net assets of
     the DCAP Companies  based upon the estimated fair values of such net assets
     is as follows:

     Estimated acquisition costs                                      $  846,000
     Historical negative book value of net assets at June 30, 1998     1,210,000
                                                                       ---------
     Acquisition goodwill                                             $2,056,000
                                                                       =========

2.   To record  the  issuance  of  950,000  Common  Shares of EXTECH to the DCAP
     Shareholders at a purchase price of $.25 per share in consideration of cash
     of $9,500 and notes aggregating $228,000.  The notes will be payable in six
     equal annual  installments of principal and interest  commencing  April 15,
     2001 and will bear interest at the rate of 6% per annum.

3.   To record the  issuance of 452,000  shares of EXTECH $.01 par value  common
     stock to certain  stockholders  of EXTECH at a  purchase  price of $.25 per
     share payable in cash.

4.   Represents  loans to the DCAP  Shareholders in connection with the purchase
     of  950,000  Common  Shares  of EXTECH  directly  from an  existing  EXTECH
     stockholder.  The loans will be payable in six equal annual installments of
     principal and interest  commencing April 15, 2001 and will bear interest at
     the rate of 6% per annum.

5.   Elimination of intercompany loans and related accrued interest.

6.   To record the issuance of 1,486,893  Common  Shares of EXTECH to Eagle.  On
     October 2, 1998, Eagle entered into a subscription agreement to acquire the
     shares  at  $.67  per  share.   The  consummation  of  the  transaction  is
     contemplated  to take  place  concurrently  with  the  closing  of the DCAP
     Agreement.

                                       45

                               EXTECH CORPORATION
                                       AND
         DEALERS CHOICE AUTOMOTIVE PLANNING INC.AND AFFILIATED COMPANIES

              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

                         SIX MONTHS ENDED JUNE 30, 1998
                                  (Unaudited)

                                                          Historical                        Pro Forma    
                                                          ----------                        ---------    
                                                  EXTECH           DCAP
                                                Corporation       Companies      Adjustments          Consolidated
                                                -----------       ---------      -----------          ------------

                                                                                                
Revenues                                        $  496,751        $3,973,776       $  13,000      (4)  $ 4,461,771
                                                                                     (22,000)     (1)
                                                                                      41,000      (2)
Operating expenses                                 550,575         4,558,606         (22,000)     (1)    5,128,181
                                                 ---------         ---------          ------            

Loss before provision for income taxes
   and minority interest                           (53,824)         (584,830)        (28,000)             (666,654)
 
Benefit of income taxes                               -              (79,236)           -                  (79,236)
                                                 ---------         ---------          ------            ----------

Loss before minority interest                      (53,824)         (505,594)        (28,000)             (587,418)
                                                 ---------         ---------          ------            ----------

Minority interest in net loss of affiliates           -             (125,446)           -                 (125,446)
                                                 ---------         ---------          ------            ----------

Net loss                                        $  (53,824)       $ (380,148)      $ (28,000)          $  (461,972)
                                                 =========         =========        ========            ==========

Net loss per common share:
   Basic                                        $    (0.01)                                       (3)  $     (0.04)
                                                 =========                                              ==========
   Diluted                                      $    (0.01)                                       (3)  $     (0.04)
                                                 =========                                              ==========

Weighted average number of shares outstanding:
   Basic                                         5,591,367                                        (3)   11,780,260
                                                 =========                                              ==========
   Diluted                                       5,591,367                                        (3)   11,780,260 
                                                 =========                                              ==========

 See accompanying notes to pro forma condensed consolidated financial statements

                                       46

                               EXTECH CORPORATION
                                      AND
                    DEALERS CHOICE AUTOMOTIVE PLANNING INC.
                            AND AFFILIATED COMPANIES

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                        CONSOLIDATED STATEMENT OF INCOME

                         SIX MONTHS ENDED JUNE 30, 1998

1.   Elimination of interest charged on intercompany balances.

2.   Reflects  amortization  of  goodwill  based  on  the  preliminary  purchase
     accounting  allocations related to intangible assets acquired in connection
     with the acquisition of the DCAP Companies by EXTECH. The goodwill is being
     amortized over a 25 year life.

3.   Basic and Diluted pro forma loss per share is based on historical  weighted
     average  number of Common  Shares  and  equivalents  of EXTECH  outstanding
     during the six months  ended June 30,  1998,  adjusted  for the exchange of
     DCAP Shares for Common Shares of EXTECH.

4.   To accrue interest on notes issued in connection with the DCAP Acquisition.

                                       47

                               EXTECH CORPORATION
                                       AND
        DEALERS CHOICE AUTOMOTIVE PLANNING INC. AND AFFILIATED COMPANIES

              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

                          YEAR ENDED DECEMBER 31, 1997
                                   (Unaudited)

                                                         Historical                           Pro Forma
                                                         ----------                           ---------
                                                 EXTECH             DCAP
                                               Corporation        Companies         Adjustment        Consolidated
                                              -----------        ---------         ----------        ------------
                                                                                                 
Revenues                                       $  996,618          $8,376,890       $ 26,000       (4)  $ 9,395,508
                                                                                      (4,000)      (1)
                                                                                      82,000       (2)
Operating expenses                              1,136,616           8,959,984         (4,000)      (1)   10,174,600
                                                ---------           ---------         ------       --    ----------

Operating loss                                   (139,998)           (583,094)       (56,000)              (779,092)

Other income                                         -                535,334           -                   535,334
                                                 --------             -------                               -------

Loss before provision for income
   taxes and minority interest                   (139,998)            (47,760)       (56,000)              (243,758)

Provision for income taxes                          3,994              43,988           -                    47,982
                                                ---------           ---------        -------             ----------

Loss before minority interest                    (143,992)            (91,748)       (56,000)              (291,740)
                                                ---------           ---------        -------             ----------

Minority interest in net loss of affiliates          -                (41,192)          -                   (41,192)
                                                ---------           ---------        -------             ----------

Net loss                                       $ (143,992)         $  (50,556)      $(56,000)           $  (250,548)
                                                =========           =========        =======             ==========

Net loss per common share:
   Basic                                       $    (0.03)                                         (3)  $     (0.02)
                                                =========                                                ==========
   Diluted                                     $    (0.03)                                         (3)  $     (0.02)
                                                =========                                                ==========

Weighted average number of shares outstanding:
   Basic                                        5,591,367                                          (3)   11,780,260
                                                =========                                                ==========
   Diluted                                      5,591,367                                          (3)   11,780,260
                                                =========                                                ==========

 See accompanying notes to pro forma condensed consolidated financial statements

                                       48

                               EXTECH CORPORATION
                                       AND
                     DEALERS CHOICE AUTOMOTIVE PLANNING INC.
                            AND AFFILIATED COMPANIES

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                        CONSOLIDATED STATEMENT OF INCOME

                          YEAR ENDED DECEMBER 31, 1997

1.   Elimination of interest charged on intercompany balances.

2.   Reflects  amortization  of  goodwill  based  on  the  preliminary  purchase
     accounting  allocations related to intangible assets acquired in connection
     with the acquisition of the DCAP Companies by EXTECH. The goodwill is being
     amortized over a 25 year life.

3.   Basic and Diluted pro forma loss per share is based on historical  weighted
     average  number of Common  Shares  and  equivalents  of EXTECH  outstanding
     during the year ended December 31, 1997,  adjusted for the exchange of DCAP
     Shares for Common Shares of EXTECH.

4.   To accrue interest on notes issued in connection with the DCAP Acquisition.

                                       49

Management's Discussion and Analysis or Plan of Operation

     EXTECH

     Reference is made to Item 6 of the Company's 1997 Form 10-KSB and Item 2 of
Part I of the  Company's  Quarterly  Report on Form 10-QSB for the period  ended
June 30,  1998  (the  "June  30,  1998 Form  10-QSB"),  which  Items 6 and 2 are
incorporated herein by reference.

     DCAP

     The following  information has been furnished by the DCAP  Shareholders for
inclusion herein.

     Results of Operations

          Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

          Revenues

     Combined  revenue for the year ended  December 31, 1997 was  $8,376,890,  a
decrease of $947,280,  or 10.2%,  as compared to combined  revenue of $9,324,170
for the year ended  December 31, 1996.  The decrease was primarily the result of
the following:

          (a)  a reduction in the amount of contingency  revenue received from a
               third-party  financing  source as a result of pending  litigation
               with this financing source;

          (b)  reduced  sales of motor clubs and other  related fees as a result
               of the reduced revenue from assigned risk policies which generate
               higher motor clubs sales;

          (c)  decreased  renewals  due to the sale of a portion of the "book of
               business"  described  below;  and

          (d)  the DCAP Companies' only  non-assigned risk carrier in New Jersey
               going out of business in 1996.

          Operating Expenses

     Selling  Expenses - Combined  selling expenses were $2,649,304 for the year
ended  December 31, 1997,  representing  a decrease of  $306,980,  or 10.4%,  as
compared to $2,956,284  for the year ended  December 31, 1996.  The decrease was
primarily attributable to a reduction of radio and print advertising caused by a
lack of working capital.

     General and  Administrative  Expenses:  Combined general and administrative
expenses were  $6,050,690 for the year ended  December 31, 1997,  representing a
decrease of  $604,488,  or 9.1%,  as compared to  $6,655,178  for the year ended
December  31,  1996.  This  decrease  is  primarily  the  result  of  automation
efficiencies and management's  cost cutting efforts in the areas of salaries and
office expenses,  combined with a reduction in the expenses related to the sales
of motor clubs and other related fees.

                                       50

     Sale of Book of  Business:  In May  1997,  the  DCAP  Companies  sold,  for
$535,334,  the potential  future  commissions on renewal policies on Progressive
Northeastern  Insurance Company automobile  policies sold prior to May 30, 1997.
Such  policies  represented  approximately  15% of the "book of business" of the
DCAP  Companies.  No such sale occurred in 1996. The DCAP Companies  continue to
write insurance through Progressive Northeastern Insurance Company.

     Interest Expense: Combined interest expense for the year ended December 31,
1997 was $52,269 as compared to $84,371 for the year ended  December  31,  1996.
The net decrease of $32,102 is  primarily  attributable  to certain  notes being
paid off during 1997,  combined with the average  outstanding debt being less in
1997 than 1996.

     Provision  for Income  Taxes:  Provision  for income taxes  represents  the
minimum taxes or the taxes (benefit) on the individual  DCAP  Companies'  income
(loss) included in the Combined Statements of Operations.

     Minority Interest in Affiliated Companies:  Minority interest in affiliated
companies  was  ($41,192)  for the year ended  December 31, 1997, as compared to
($261,232) for the year ended December 31, 1996. This represents the interest of
minority  shareholders in the net income (loss) of the individual DCAP Companies
in the Combined Statements of Operations.  The change of $220,040 relates to the
decrease of $536,864 in the net loss before minority interest for the year ended
December 31, 1997, as compared to the year ended December 31, 1996.

          Six Months  Ended June 30, 1998  Compared to Six Months Ended June 30,
          1997

          Revenue

     Combined  revenue for the six months ended June 30, 1998 was $3,973,776,  a
decrease of $237,145, or 5.6%, as compared to combined revenue of $4,210,921 for
the six months ended June 30, 1997.  The  decrease was  primarily  the result of
major insurance  carriers (Geico,  Allstate and Colonial  Pacific)  entering the
DCAP Companies' market, coupled with a decrease in renewals due to the sale of a
portion of the "book of business" in May 1997, as discussed above.

          Operating Expenses

     Selling  Expenses - Combined  selling  expenses were $1,269,995 for the six
months  ended June 30, 1998,  representing  a decrease of $71,849,  or 5.4%,  as
compared to $1,341,844 for the six months ended June 30, 1997. This decrease was
primarily attributable to a reduction of radio and print advertising caused by a
lack of working capital.

     General and  Administrative  Expenses - Combined general and administrative
expenses were $3,157,729 for the six months ended June 30, 1998, representing an
increase of  $193,861,  or 6.5%,  as compared to  $2,963,868  for the six months
ended June 30, 1997.  This increase is primarily the result of payroll and other
operating  costs  associated  with the opening of new stores,  coupled  with the
professional fees associated with the proposed transaction with EXTECH.

                                       51

     Sale of Book of  Business:  As  discussed  above,  in May  1997,  the  DCAP
Companies  sold,  for $535,334,  the  potential  future  commissions  on renewal
policies on Progressive  Northeastern Insurance Company automobile policies sold
prior to May 30, 1997.  No such sale  occurred  during the six months ended June
30, 1998.

     Provision  for Income  Taxes:  Provision  for income taxes  represents  the
minimum taxes or the taxes (benefit) on the individual  DCAP  Companies'  income
(loss) included in the Combined Statements of Operations.

     Minority Interest in Affiliated Companies:  Minority interest in affiliated
companies was  ($125,446) for the six months ended June 30, 1998, as compared to
$181,081 for the six months ended June 30, 1997. This represents the interest of
minority  shareholders in the net income (loss) of the individual DCAP Companies
in the Combined Statements of Operations.  The change of $309,527 relates to the
increase of $771,878 in the net loss before minority interest for the six months
ended June 30, 1998, as compared to the six months ended June 30, 1997.

     Liquidity & Capital Resources

     As of December 31, 1997,  the DCAP  Companies had a combined cash overdraft
of $2,204 as compared to $70,252 at December 31, 1996,  representing  a decrease
in the  overdraft  of $68,048.  Such  decrease  was  primarily  the result of an
increase  in notes  payable  (including  $325,000  advanced  by  EXTECH)  and an
investment by minority  shareholders,  offset by a reduction in long-term  debt,
purchases of fixed assets and an increase in loans receivable from  shareholders
and related companies.

     At June 30,  1998,  the DCAP  Companies  had a  combined  cash  balance  of
$17,747,  representing  an increase in cash of $19,995 since  December 31, 1997.
This  increase  was  primarily  the  result  of an  increase  in  notes  payable
(including  $425,000  advanced  by  EXTECH),  offset by cash  used in  operating
activities and losses attributable to minority shareholders.

     Capital  expenditures were $75,693 during the year ended December 31, 1997,
and $16,651  during the six months ended June 30, 1998,  primarily  representing
computer equipment and leasehold  improvements for stores opened during 1997. At
June 30,  1998,  the DCAP  Companies  had no  material  commitments  for capital
expenditures.

     At June 30, 1998, DCAP had $80,000  available under its line of credit with
Chase  Manhattan  Bank.  At June 30,  1998,  the DCAP  Companies  had a combined
working  capital deficit of $1,399,889.  DCAP  management  believes that, in the
event the  contemplated  transaction  with EXTECH is not consummated or the DCAP
Companies are unable to obtain alternate  financing,  the DCAP Companies may not
have sufficient resources to continue operations.

     Year 2000

     The DCAP Companies have two separate  computers  systems.  One is in DCAP's
offices and is already Year 2000 compliant.  The second system is the storefront

                                       52

point of sale system located in each DCAP store and, at the current time, is not
Year 2000  compliant.  Plans are in place to bring all  storefront  systems into
compliance  by June 1999 at an  estimated  total cost of $75,000.  DCAP does not
expect Year 2000 issues to materially affect the products, services, competitive
position or financial performance of the DCAP Companies.

Recommendation and Required Vote

     The affirmative vote of the holders of a majority of the outstanding Common
Shares of the  Company  present at the Meeting in person or by Proxy is required
for  approval of this  proposal.  The Board of  Directors  recommends a vote FOR
approval of the DCAP Acquisition.

              PROPOSAL 3: AMENDMENT TO CERTIFICATE OF INCORPORATION
                                 TO CHANGE NAME

     The Company's Board of Directors has determined that,  subject to obtaining
stockholder  approval of the DCAP Acquisition,  it would be in the best interest
of the  Company  and its  stockholders  to amend the  Company's  Certificate  of
Incorporation  to change the Company's name to "DCAP Group,  Inc.". The Board of
Directors  believes  that the  proposed new name is more  identifiable  with the
business  activities of the DCAP Companies (which will be the Company's  primary
business following the closing of the DCAP Agreement) and that, accordingly, its
adoption  will enhance the Company's  competitive  position in its new business.
The amendment to the Certificate of  Incorporation  to change the Company's name
will not be effected if  stockholder  approval  of the DCAP  Acquisition  is not
obtained.

Recommendation and Required Vote

     The affirmative vote of the holders of a majority of the outstanding Common
Shares of the Company is required  for approval of this  proposal.  The Board of
Directors  recommends a vote FOR the  adoption of the proposed  amendment to the
Certificate of Incorporation.

              PROPOSAL 4: AMENDMENT TO CERTIFICATE OF INCORPORATION
                 TO INCREASE NUMBER OF AUTHORIZED COMMON SHARES

     The Board of  Directors  of the Company,  by  unanimous  vote,  has adopted
resolutions  approving and submitting to a vote of the stockholders an amendment
to Article 4 of the  Company's  Certificate  of  Incorporation  to increase  the
number  of  authorized   Common  Shares  from   10,000,000  to  25,000,000  (the
"Authorized Share Increase").  As discussed below,  stockholder  approval of the
Authorized  Share  Increase is a condition  precedent to the closing of the DCAP
Agreement and the Eagle Subscription Agreement. The amendment to the Certificate
of Incorporation to increase the number of authorized  Common Shares will not be
effected if stockholder  approval of the DCAP  Acquisition is not obtained.  The
Board believes that the  Authorized  Share Increase is also in the best interest
of  the  Company  so  as  to  make  additional   Common  Shares   available  for
acquisitions, financings, present and future employee benefit programs and other
corporate purposes.

     As indicated above, the Company is currently authorized to issue 10,000,000
Common Shares. As of _________,  1998, there were 5,591,367 Common Shares issued
and outstanding.  Since the  consummation of the DCAP  Acquisition  requires the

                                       53

issuance of an  aggregate  of  4,702,000  Common  Shares,  there is currently an
insufficient  number of authorized but unissued Common Shares available for such
issuances.  In addition, the DCAP Agreement contemplates the grant of options to
purchase an  aggregate  of 850,000  Common  Shares and the  reservation  of such
Common  Shares for such  purposes.  Further,  the Eagle  Subscription  Agreement
contemplates  the issuance of 1,486,893 Common Shares.  Accordingly,  without an
increase in the number of authorized Common Shares, the Company will not be able
to consummate the DCAP Acquisition or the Eagle Subscription Agreement.

     The additional Common Shares resulting from the stockholder approval of the
Authorized  Share  Increase  may be  issued  from  time to time as the  Board of
Directors  may  determine  without  further  action of the  stockholders  of the
Company.  Although  the Board has no  current  plans to utilize  such  shares to
entrench present  management  (however,  see "Proposal 2: The DCAP Acquisition -
The DCAP Agreement - Agreement as to Voting"), it may, in the future, be able to
use the additional  Common Shares as a defensive tactic against hostile takeover
attempts.  The  authorization  of such  additional  Common  Shares  will have no
current  anti-takeover  effect,  except that,  following the closing of the DCAP
Agreement and the Eagle Subscription Agreement,  Messrs. Certilman,  Haft, Lang,
Weinzimer and Wallach will  beneficially own  approximately  82.6% of the issued
and  outstanding  Common  Shares  of the  Company.  See  "Proposal  2:  The DCAP
Acquisition-Stock Ownership  Following the DCAP Acquisition and Eagle Issuance."
No  hostile  takeover  attempts  are,  to  management's   knowledge,   currently
threatened.  Except as noted  above or as  discussed  below under  "Proposal  5:
Amendment to  Certificate of  Incorporation  to Require  Unanimous,  Rather Than
Majority,  Written  Consent of  Stockholders  In Lieu of a Meeting Under Certain
Circumstances,"  there  are  no  provisions  in  the  Company's  Certificate  of
Incorporation  or ByLaws or other material  agreements to which the Company is a
party that would, in management's judgment, have an anti-takeover effect.

     The  relative  rights and  limitations  of the Common  Shares  would remain
unchanged  under the  amendment.  Stockholders  of the Company do not  currently
possess,  nor upon the approval of the proposed  Authorized  Share Increase will
they acquire, preemptive rights, that would entitle such persons, as a matter of
right,  to subscribe for the purchase of any shares,  rights,  warrants or other
securities or obligations  convertible into, or exchangeable for,  securities of
the Company.

Recommendation and Required Vote

     The affirmative vote of the holders of a majority of the outstanding Common
Shares of the Company is required  for approval of this  proposal.  The Board of
Directors  recommends  a vote FOR  approval  of the  proposed  amendment  to the
Certificate of Incorporation.

            PROPOSAL 5: AMENDMENT TO CERTIFICATE OF INCORPORATION TO
           REQUIRE UNANIMOUS, RATHER THAN MAJORITY, WRITTEN CONSENT OF
          STOCKHOLDERS IN LIEU OF A MEETING UNDER CERTAIN CIRCUMSTANCES

     The Board of  Directors  of the Company,  by  unanimous  vote,  has adopted
resolutions  approving and submitting to a vote of the stockholders an amendment
to the  Company's  Certificate  of  Incorporation  pursuant  to which no  action

                                       54

required  or  permitted  to be  taken  at  any  annual  or  special  meeting  of
stockholders  of the  Company  may be taken  without a meeting,  except upon the
written  consent of the  holders  of all of the  shares of capital  stock of the
Company entitled to vote on such action,  unless such action has been authorized
by the  Board of  Directors  (in which  event  such  action  may be taken by the
written  consent of the  holders  of not less than a  majority  of the shares of
capital stock entitled to vote on such action).

     This  amendment,  if  adopted,  would  have the  effect  of  narrowing  the
provisions  of Section 228 of the Delaware  General  Corporation  Law  ("Section
228").  Section  228  permits  the  taking of action by  stockholders  without a
meeting if, among other things,  a written consent or consents to the action are
signed by  stockholders  holding  the  minimum  number of shares  that  would be
necessary  to  authorize  the  action at an actual  meeting  at which all shares
entitled to vote on the matter were present and voted. The proposed amendment to
the Company's  Certificate of Incorporation would require the written consent of
all of the  stockholders,  unless the action has been authorized by the Board of
Directors.

     The purpose of the  provision  is to require,  in  practical  effect,  that
stockholder  proposals  that are not  authorized  by the Board of  Directors  be
approved only following the opportunity for a full discussion of the matter at a
meeting  of   stockholders.   The  proposal  is  also  intended  to  reduce  the
vulnerability  of the Company to takeovers  by other  corporations,  groups,  or
individuals,  which in the judgment of the Board of Directors  may not be in the
best interest of the stockholders. Persons seeking control in a hostile takeover
attempt would be deterred since,  following  their  acquisition of such control,
they would not be in a position to remove the then  incumbent  directors  of the
Company  until  the next  annual  meeting  of  stockholders.  Management  is not
presently  aware of any  threat of a tender  offer or other  means of  acquiring
control of the Company.  Stockholder approval of this proposal is a condition to
the  obligation  of  EXTECH  and  Messrs.  Certilman  and Haft to close the DCAP
Agreement.

     Although  the   objectives  of  the  proposed   amendment  are   desirable,
stockholders should note that there are certain disadvantages  stemming from it.
One  disadvantage  is that the  provision  could have the effect of  deterring a
future takeover  attempt which a majority of the  stockholders may deem to be in
their best interests or where the stockholders may receive a substantial premium
for their shares over market  value.  The provision may also make it less likely
that  incumbent  management  will be  replaced  even  though a  majority  of the
stockholders may deem it desirable.  Also, the provision might tend to encourage
persons  seeking  control of the  Company  to  negotiate  terms of the  proposed
acquisition   with  the  Company's  Board  of  Directors  which  may  impose  an
unavoidable conflict of interest for some members of the Board of Directors. For
example,  they may be confronted  with the prospect of losing their positions on
the Board of  Directors  or as  officers of the  Company if the  transaction  is
consummated,  yet the terms of the  proposed  transaction  may be  favorable  to
stockholders.  Additionally,  a determined  tender  offeror may elect to proceed
with his offer, but the price offered to stockholders may be lower than would be
the case if the proposed provision was not in effect.

                                       55

Recommendation and Required Vote

     The affirmative vote of the holders of a majority of the outstanding Common
Shares of the Company is required  for approval of this  proposal.  The Board of
Directors  recommends  a vote FOR  approval  of the  proposed  amendment  to the
Certificate of Incorporation.

                     PROPOSAL 6: THE 1998 STOCK OPTION PLAN

     The  Company's  Board of  Directors  has adopted the 1998 Stock Option Plan
(subject to  stockholder  approval  thereof as well as of the  Authorized  Share
Increase) (the "1998 Plan") and has reserved for issuance  thereunder  2,000,000
Common Shares of the Company.  The  following  statements  include  summaries of
certain  provisions  of the 1998  Plan.  The  statements  do not  purport  to be
complete and are qualified in their  entirety by reference to the  provisions of
the 1998 Plan, a copy of which is available at the offices of the Company.

Purpose

     The purpose of the 1998 Plan is to advance the  interests of the Company by
inducing  persons or entities of  outstanding  ability and potential to join and
remain with,  or provide  consulting  or advisory  services to, the Company,  by
encouraging and enabling eligible employees, non-employee directors, consultants
and advisors to acquire proprietary  interests in the Company,  and by providing
such  employees,  non-employee  directors,  consultants  and  advisors  with  an
additional incentive to promote the success of the Company.

Administration

     The  1998  Plan  provides  for  its  administration  by the  Board  or by a
committee  (the  "Stock  Option  Committee")  consisting  of at least one person
chosen by the Board of Directors  (which number is  contemplated to be increased
to four at the  closing of the DCAP  Agreement).  The Board or the Stock  Option
Committee has  authority  (subject to certain  restrictions)  to select from the
group of eligible employees,  non-employee  directors,  consultants and advisors
the  individuals  or entities to whom options will be granted,  and to determine
the times at which and the exercise price for which options will be granted. The
Board or the Stock Option Committee is authorized to interpret the 1998 Plan and
the  interpretation  and construction by the Board or the Stock Option Committee
of any provision of the 1998 Plan or of any option granted  thereunder  shall be
final and conclusive.  The receipt of options by directors or any members of the
Stock  Option  Committee  shall  not  preclude  their  vote  on any  matters  in
connection with the administration or interpretation of the 1998 Plan.

Nature of Options

     The Board or Stock Option  Committee  may grant options under the 1998 Plan
which are intended to either  qualify as "incentive  stock  options"  within the
meaning  of  Section  422 of the Code  ("Incentive  Stock  Options"),  or not so

                                       56

qualify  ("Nonstatutory  Stock  Options").  The Federal income tax  consequences
relating to the grant and exercise of Incentive  Stock Options and  Nonstatutory
Stock Options are described below under "Federal Income Tax Consequences."

Eligibility

     Subject to certain  limitations  as set forth in the 1998 Plan,  options to
purchase  shares may be granted  thereunder  to persons or entities  who, in the
case  of  Incentive  Stock  Options,  are  employees  (including  directors  and
officers)  of  either  the  Company  or its  subsidiaries  or,  in the  case  of
Nonstatutory Stock Options,  are employees (including directors and officers) or
non-employee directors of, or certain consultants or advisors to, the Company or
its  subsidiaries.  At October 31,  1998,  approximately  18  employees  and one
non-employee director were eligible to receive options under the 1998 Plan.

Option Price

     The option price of the shares subject to an Incentive Stock Option may not
be less than the fair market value (as such term is defined in the 1998 Plan) of
the Common Shares on the date upon which such option is granted. In addition, in
the case of a recipient of an Incentive Stock Option who, at the time the option
is granted, owns more than 10% of the total combined voting power of all classes
of stock of the Company or of a parent or subsidiary  corporation of the Company
(a "10%  Stockholder"),  the option  price of the shares  subject to such option
must be at least 110% of the fair market value of the Common  Shares on the date
upon which such option is granted.

     The option price of shares subject to a  Nonstatutory  Stock Option will be
determined  by the Board of Directors or the Stock Option  Committee at the time
of grant and need not be equal to or greater  than the fair market value for the
Company's Common Shares.

     On  _____________,  1998,  the closing bid price for the  Company's  Common
Shares, as reported by the Bulletin Board, was $____ per share.

Exercise of Options

     An option granted under the 1998 Plan shall be exercised by the delivery by
the holder  thereof to the Company at its  principal  office  (attention  of the
Secretary)  of written  notice of the number of shares with respect to which the
option is being exercised. Such notice shall be accompanied , or followed within
ten days, by payment of the full option price of such shares which shall be made
by the holder's  delivery of (i) a check  payable to the order of the Company in
such amount or (ii) previously  acquired Common Shares, the fair market value of
which shall be  determined as of the date of exercise,  or a combination  of (i)
and (ii).

Duration of Options

     No Incentive  Stock Option granted under the 1998 Plan shall be exercisable
after the  expiration  of ten years from the date of its grant.  However,  if an

                                       57

Incentive Stock Option is granted to a 10% Stockholder, such option shall not be
exercisable after the expiration of five years from the date of its grant.

     Nonstatutory  Stock  Options  granted  under  the 1998  Plan may be of such
duration as shall be determined by the Board or the Stock Option Committee.

Non-Transferability

     Options granted under the 1998 Plan are not transferable  otherwise than by
will or the laws of descent and  distribution  and such options are exercisable,
during a holder's lifetime, only by the optionee.

Death, Disability or Termination of Employment

     Subject  to the  terms of the  stock  option  agreement  pursuant  to which
options are  granted,  if the  employment  of an  employee or the  services of a
non-employee  director,  consultant or advisor shall be terminated for cause, or
such employment or services shall be terminated voluntarily, any options held by
such  persons or  entities  shall  expire  immediately.  If such  employment  or
services  shall   terminate  other  than  by  reason  of  death  or  disability,
voluntarily by the employee, non-employee director, consultant or advisor or for
cause,  then,  subject to the terms of the stock  option  agreement  pursuant to
which options are granted, such option may be exercised at any time within three
months  after such  termination,  but in no event  after the  expiration  of the
option.  For purposes of the 1998 Plan, the  retirement of an individual  either
pursuant to a pension or retirement plan adopted by the Company or at the normal
retirement  date  prescribed  from time to time by the Company is deemed to be a
termination  of such  individual's  employment  other  than  voluntarily  by the
employee or for cause.

     Subject  to the  terms of the  stock  option  agreement  pursuant  to which
options  are  granted,  if an option  holder  under the 1998 Plan (i) dies while
employed by the Company or its  subsidiary  or while  serving as a  non-employee
director of, or consultant or advisor to, the Company or its subsidiary, or (ii)
dies within three months after the  termination  of his  employment  or services
other than  voluntarily  or for cause,  then such option may be exercised by the
estate of the employee,  non-employee  director,  consultant or advisor, or by a
person who  acquired  such option by bequest or  inheritance  from the  deceased
option holder, at any time within one year after his death. Subject to the terms
of the stock option  agreement  pursuant to which  options are  granted,  if the
holder of an option under the 1998 Plan ceases employment or services because of
permanent and total  disability  (within the meaning of Section  22(e)(3) of the
Code) while  employed  by, or while  serving as a  non-employee  director of, or
consultant or advisor to, the Company or its subsidiary, then such option may be
exercised  at any time  within one year  after his  termination  of  employment,
termination   of   directorship,   or  termination  of  consulting  or  advisory
arrangement or agreement due to the disability.

                                       58

Amendment and Termination

     The 1998  Plan  (but  not  options  previously  granted  thereunder)  shall
terminate  on November  2, 2008,  ten years from the date that it was adopted by
the  Board.  Subject  to  certain  limitations,  the 1998 Plan may be amended or
modified  from time to time or  terminated at an earlier date by the Board or by
the stockholders.

Federal Income Tax Consequences

     Nonstatutory Stock Options

     Under the Code and the Treasury Department Regulations (the "Regulations"),
a Nonstatutory  Stock Option does not ordinarily  have a "readily  ascertainable
fair market  value" when it is  granted.  This rule will apply to the  Company's
grant of Nonstatutory Stock Options.  Consequently,  the grant of a Nonstatutory
Stock Option to an optionee will result in neither income to him nor a deduction
to the Company.  Instead, the optionee will recognize compensation income at the
time he  exercises  the  Nonstatutory  Stock  Option in an  amount  equal to the
excess,  if any, of the then fair market value of the shares  transferred to him
over the option price. Subject to the applicable  provisions of the Code and the
Regulations  regarding  withholding of tax, a deduction will be allowable to the
Company  in the year of  exercise  in the same  amount as is  includable  in the
optionee's income.

     For  purposes of  determining  the  optionee's  gain or loss on the sale or
other  disposition  of  the  shares  transferred  to  him  upon  exercise  of  a
Nonstatutory  Stock Option,  the optionee's basis in such shares will be the sum
of his option price plus the amount of compensation  income recognized by him on
exercise.  Such gain or loss will be capital  gain or loss and will be long-term
or short-term  depending upon whether the optionee held the shares for more than
one year or one year or less.  No part of any such  gain will be an "item of tax
preference" for purposes of the "alternative minimum tax."

     Incentive Stock Options

     Options  granted  under the 1998 Plan  which  qualify  as  Incentive  Stock
Options under Section 422 of the Code will be treated as follows:

     Except to the extent that the alternative  minimum tax rule described below
applies, no tax consequences will result to the optionee or the Company from the
grant of an Incentive  Stock  Option to, or the  exercise of an Incentive  Stock
Option by, the optionee.  Instead, the optionee will recognize gain or loss when
he sells or  disposes  of the shares  transferred  to him upon  exercise  of the
Incentive  Stock  Option.  For purposes of  determining  such gain or loss,  the
optionee's basis in such shares will be his option price. If the date of sale or
disposition  of such shares is at least two years after the date of the grant of
the  Incentive  Stock  Option,  and at least one year after the  transfer of the
shares to him upon  exercise of the Incentive  Stock  Option,  the optionee will
realize long-term capital gain treatment upon their sale or disposition.

                                       59

     The Company  generally  will not be allowed a deduction  with respect to an
Incentive  Stock  Option.  However,  if an optionee  fails to meet the foregoing
holding period requirements (a so-called  disqualifying  disposition),  any gain
recognized  by  the  optionee  upon  the  sale  or  disposition  of  the  shares
transferred to him upon exercise of an Incentive Stock Option will be treated in
the year of such sale or  disposition  as ordinary  income,  rather than capital
gain,  to the extent of the  excess,  if any,  of the fair  market  value of the
shares at the time of  exercise  (or,  if less,  in  certain  cases  the  amount
realized on such sale or disposition)  over their option price, and in that case
the Company will be allowed a corresponding deduction.

     For purposes of the alternative  minimum tax, the amount,  if any, by which
the fair  market  value of the  shares  transferred  to the  optionee  upon such
exercise exceeds the option price will be included in determining the optionee's
alternative  minimum taxable income. In addition,  for purposes of such tax, the
basis of such shares will include such excess.

     To the extent that the aggregate fair market value  (determined at the time
the option is  granted)  of the stock  with  respect  to which  Incentive  Stock
Options are  exercisable  for the first time by the optionee during any calendar
year exceeds $100,000, such options will not be Incentive Stock Options. In this
regard, upon the exercise of an option which is deemed, under the rule described
in the preceding sentence, to be in part an Incentive Stock Option and in part a
Nonstatutory Stock Option,  under existing Internal Revenue Service  guidelines,
the Company may designate  which shares issued upon exercise of such options are
Incentive Stock Options and which shares are Non-statutory Stock Options. In the
absence of such  designation,  a pro rata  portion of each share issued is to be
treated as issued  pursuant to the exercise of an Incentive Stock Option and the
balance  of  each  share  treated  as  issued  pursuant  to  the  exercise  of a
Nonstatutory Stock Option.

Options to be Granted

     Pursuant to the DCAP  Agreement,  it is  contemplated  that, at the closing
thereof,  Messrs.  Certilman,  Haft,  Lang and Weinzimer will be granted options
under the 1998 Plan to purchase the following number of Common Shares:

         Certilman..........   225,000
         Haft...............   225,000
         Lang...............   200,000
         Weinzimer..........   200,000

     The options are to have the following  terms:  (i) an expiration  date five
years from the date of grant;  (ii) an exercise  price equal to 110% of the fair
market value of the Common Shares on the date of the grant; and (iii) vesting to
the extent of one-half thereof on each of the first and second  anniversaries of
the date of grant.  See "Proposal 2: The DCAP Acquisition - The DCAP Agreement -
Employment Agreements; and - Conditions to Closing."

                                       60

Recommendation and Required Vote

     The affirmative vote of the holders of a majority of the outstanding Common
Shares of the  Company  present at the Meeting in person or by Proxy is required
for  approval of this  proposal.  The Board of  Directors  recommends a vote FOR
ratification of the adoption of the 1998 Stock Option Plan.

                         INDEPENDENT PUBLIC ACCOUNTANTS

     Holtz  Rubenstein & Co. has served as auditors for the Company  since 1990.
The Board of Directors  has not yet selected the  Company's  independent  public
accountants with respect to the fiscal year ending December 31, 1998.

     A  representative  of Holtz  Rubenstein & Co. is not expected to attend the
Meeting.

STOCKHOLDER PROPOSALS

     Stockholder proposals intended to be presented at the Company's 1999 Annual
Meeting  of  Stockholders  pursuant  to the  provisions  of  Rule  14a-8  of the
Securities and Exchange Commission,  promulgated under the Exchange Act, must be
received at the Company's offices in East Meadow, New York by ___________,  1999
for inclusion in the  Company's  Proxy  Statement and form of Proxy  relating to
such meeting. The Company,  however,  intends to hold next year's annual meeting
earlier in the year than this year's meeting.  Accordingly, the Company suggests
that  stockholder  proposals  intended to be  presented  at next  year's  annual
meeting be submitted  well in advance of April 15, 1999,  the earliest date upon
which the Company  anticipates the proxy statement and form of proxy relating to
such meeting will be released to stockholders.

     In order for a stockholder to nominate a candidate for director,  under the
Company's  ByLaws,  timely  notice of the  nomination  must be  received  by the
Company in advance of the meeting.  Ordinarily,  such notice must be received at
the principal executive offices of the Company (as provided below) not less than
60 days nor more than 90 days prior to the meeting;  however,  in the event that
less than 70 days'  notice of the date of the  meeting is given to  stockholders
and public  disclosure  of the meeting  date,  pursuant to a press  release,  is
either not made at all or is made less than 70 days prior to the  meeting  date,
notice by such  stockholder  to be timely made must be so received no later than
the close of business on the tenth day  following  the earlier of (i) the day on
which the notice of the date of the meeting was mailed to stockholders,  or (ii)
the day on which  such  public  disclosure  of the  meeting  date was made.  The
stockholder  filing the notice of  nomination  must  describe  various  matters,
including  such  information  as (a)  the  name,  age,  business  and  residence
addresses,  occupation  or  employment  and shares held by the nominee;  (b) any
other  information  relating to such nominee required to be disclosed in a Proxy
Statement; and (c) the name, address and shares held by the stockholder.

     In order for a stockholder to bring other business before an annual meeting
of stockholders,  under the Company's By-Laws, timely notice must be received by
the Company within the time limits described above. A stockholder's  notice must

                                       61

set forth as to each matter the stockholder  proposes to bring before the annual
meeting  certain  information  regarding  the  proposal,  including  (a) a brief
description  of the  business  desired to be brought  before the meeting and the
reasons for conducting  such business at such meeting;  (b) the name and address
of such stockholder proposing such business;  (c) the class and number of shares
of the Company which are  beneficially  owned by such  stockholder;  and (d) any
material interest of such stockholder in such business.  These  requirements are
separate from and in addition to the  requirements  a  stockholder  must meet to
have a proposal included in the Company's Proxy Statement.

     Any notice given pursuant to the foregoing requirements must be sent to
the  Secretary  of the  Company at The  Financial  Center at Mitchel  Field,  90
Merrick Avenue,  9th Floor, East Meadow, New York 11554. The foregoing is only a
summary of the  provisions  of the Company's  ByLaws that relate to  stockholder
nominations for director and stockholder  proposals.  Any shareholder desiring a
copy of the Company's  By-Laws will be furnished one without charge upon receipt
of a written request therefor.

                                 OTHER BUSINESS

     While the  accompanying  Notice of Annual Meeting of Stockholders  provides
for the  transaction  of such other  business  as may  properly  come before the
Meeting,  the Company has no  knowledge  of any matters to be  presented  at the
Meeting other than those listed as Proposals 1 through 6 in the notice. However,
the  enclosed  Proxy gives  discretionary  authority in the event that any other
matters should be presented.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Proxy  Statement is  accompanied  by a copy of the Company's 1997 Form
10-KSB and June 30, 1998 Form 10-QSB.

     The following  information  from the Company's  1997 Form 10-KSB,  as filed
with the SEC  pursuant  to Section 13 or 15(d) of the  Exchange  Act,  is hereby
incorporated by reference into this Proxy Statement:

     (i)  "Description of Business," included in Item 1 thereof;

     (ii) "Description of Property," included in Item 2 thereof;

     (iii) "Legal Proceedings," included in item 3 thereof;

     (iv) "Management's  Discussion and Analysis or Plan of Operation," included
          in Item 6 thereof;
      
     (v)  the  consolidated  financial  statements of the Company as of December
          31, 1997 and for the years ended December 31, 1996 and 1997,  included
          in Item 7 thereof; and

                                       62

     (vi) "Changes in and Disagreements  with  Accountants,"  included in Item 8
          thereof.

     The following additional  information from the Company's June 30, 1998 Form
10-QSB,  as filed with the SEC  pursuant to Section 13 or 15(d) of the  Exchange
Act, is hereby incorporated by reference into this Proxy Statement:

     (i)  the  consolidated  financial  statements of the Company as of June 30,
          1998 and for the six months ended June 30, 1997 and 1998,  included in
          Item 1 of Part I thereof; and

     (ii) "Management's  Discussion and Analysis or Plan of Operation," included
          in Item 2 of Part I thereof.

     Any  statement  contained  in a document  incorporated  herein by reference
shall be  deemed  to be  modified  or  superseded  for  purposes  of this  Proxy
Statement to the extent that a statement contained herein modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except  as so  modified  or  superseded,  to  constitute  a part of  this  Proxy
Statement.

                                               Morton L. Certilman
                                               President

East Meadow, New York
__________, 1998

                                       63

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Dealers Choice Automotive Planning, Inc.
 and Affiliated Companies
East Meadow, New York

     We have audited the accompanying  Combined Balance Sheets of Dealers Choice
Automotive  Planning,  Inc. and Affiliated Companies as of December 31, 1997 and
1996 and the related Combined Statements of Operations and Stockholder's  Equity
for the years then  ended,  and the  Statement  of Cash Flows for the year ended
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.

     The Company has presented an unaudited Statement of Cash Flows for the year
ended December 31, 1996.  Presentation of an audited  statement  summarizing the
Company's operating, investing and financing activities is required by generally
accepted accounting policies.

     In our opinion,  except that the  omission of an audited  statement of cash
flows  results in an  incomplete  presentation  as  explained  in the  preceding
paragraph,  the financial  statements  referred to above present fairly,  in all
material respects, the financial position of Dealers Choice Automotive Planning,
Inc. and  Affiliated  Companies as of December 31, 1997 and 1996 and the results
of its  operations  for the years 1997 and 1996 and its  statement of cash flows
for the  year  ended  1997 in  conformity  with  generally  accepted  accounting
principles.

                                      F - 1

                                     - 2 -

     The financial statements referred to above have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements, the Company has suffered losses, has a capital deficit and
has negative working capital. These conditions raise substantial doubt as to the
Company's  ability to continue as a going  concern.  While the Company  plans to
raise  additional  capital,  there can be no assurance that such efforts will be
successful.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                               Deutsch, Marin & Company, LLP

October 15, 1998

                                      F - 2

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                            COMBINED BALANCE SHEETS
                               AS AT DECEMBER 31,

                                                        1997           1996   
                                                    ----------     ----------
                                     ASSETS

Current Assets
  Accounts receivable (Note 1)                      $  548,061     $  497,078
  Prepaid expenses and other current assets             61,239         54,228
                                                     ---------      ---------

      Total Current Assets                             609,300        551,306
      --------------------

Fixed assets (Notes 1,2)                             1,130,696      1,259,115

Due from related companies (Note 3)                     76,455         43,533
Loan receivable - shareholders                         352,346        202,195
Loan receivable - minority shareholders (Note 3)        47,500         45,000
Deferred taxes (Note 1)                                 92,500         82,800
Deposits and other assets                               64,012         55,883
                                                     ---------      ---------

                                                    $2,372,809     $2,239,832
                                                     =========      =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current portion of long-term debt (Note 4)        $  158,044     $  120,103
  Notes payable - Extech Corporation (Note 5)          325,000           -   
  Notes payable - other (Note 6)                       230,583        169,173
  Cash overdraft                                         2,204         70,252
  Accounts payable and accrued expenses                587,215        644,357
  Premiums payable                                      22,309        139,794
  Income taxes payable (Note 9)                         37,109         47,121
                                                    ----------      ---------

      Total Current Liabilities                      1,362,464      1,190,800
      -------------------------

Long-term debt (Note 4)                                249,273        415,119
Loans payable - minority shareholders (Note 3)          79,800         74,800
Deferred revenue                                        73,000           -   
Deferred income taxes (Note 1)                          49,800         44,100

Commitments and contingencies (Note 10)                   -              -   

Minority interest in affiliated companies (Note 7)   1,269,857      1,111,236

Shareholders' Equity (Deficit) (Note 11)            (  711,385)      (596,223)
- ------------------------------                       ---------      ---------

                                                    $2,372,809     $2,239,832
                                                     =========      =========

The accompanying notes are an integral part of these combined statements

                                      F - 3

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                       COMBINED STATEMENTS OF OPERATIONS
                             FOR THE CALENDAR YEARS

                                                     1997               1996   
                                                   ---------          ---------

Revenue
  From - commissions                              $4,966,158         $5,029,981
       - fees and other                            3,410,732          4,294,189
                                                   ---------          ---------

      Total Revenue                                8,376,890          9,324,170
      -------------

Operating Expenses
  Selling                                          2,649,304          2,956,284
  General and administrative                       6,050,690          6,655,178
  Depreciation and amortization                      207,721            204,471
                                                   ---------          ---------

      Total Operating Expenses                     8,907,715          9,815,933
      ------------------------                     ---------          ---------

Net Operating (Loss) for Year Before
        Other Income/Expense                        (530,825)          (491,763)
- ------------------------------------

  Sale of book of business (Note 8)                  535,334               -   
  Interest expense                                    52,269             84,371
                                                   ---------          ---------

Net (Loss) for Year Before Provision
          for Income Taxes                           (47,760)          (576,134)
- ------------------------------------

  Provision for income taxes (Note 9)                 43,988             52,478
                                                   ---------          ---------

Net (Loss) for Year Before Minority Interest         (91,748)          (628,612)
- --------------------------------------------

  Minority interest in affiliated companies          (41,192)          (261,232)
                                                   ---------          ---------

Net (Loss) for Year                               $  (50,556)        $ (367,380)
- -------------------                                =========          =========

The accompanying notes are an integral part of these combined statements

                                      F - 4

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                  COMBINED STATEMENTS OF SHAREHOLDERS' DEFICIT
                      FOR THE CALENDAR YEARS 1997 AND 1996

                                 Common     Paid in    Accumulated    Treasury      
                                 Stock      Capital      Deficit        Stock        Total
                                 -----      -------      -------        -----        -----

Balance - January 1, 1996       $25,617     $135,703    ($528,309)     $  -        ($366,989)
  Issuance of stock               8,300      190,496         -            -          198,796
  Redemption of stock          (    500)        -           2,050     ( 47,000)    (  45,450)
  Net loss for year                -            -       ( 367,380)        -        ( 367,380)
  Dividends                        -            -       (  15,200)        -        (  15,200)
                                -------     --------     --------      -------      --------

Balance - December 31, 1996      33,417      326,199    ( 908,839)    ( 47,000)     (596,223)
  Issuance of stock                 666         -            -            -              666
  Redemption of stock          (  1,500)        -            -        ( 48,572)    (  50,072)
  Net loss for year                -            -       (  50,556)        -        (  50,556)
  Dividends                        -            -       (  15,200)        -        (  15,200)
                                -------     --------     --------      -------      --------

Balance - December 31, 1997     $32,583     $326,199    ($974,595)    ($95,572)    ($711,385)
                                =======     ========     ========      =======      ========

The accompanying notes are an integral part of these combined statements

                                      F - 5

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                        COMBINED STATEMENT OF CASH FLOWS
                             FOR THE CALENDAR YEARS

                                                      1997            1996
                                                   (Audited)      (Unaudited)
                                                   ---------      -----------
Cash Flows from Operating Activities:
  Net (loss) for year                              ($ 50,556)      ($367,380)
  Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
    Depreciation and amortization                    207,721         204,471
    Deferred taxes                                 (  11,738)      (  82,800)
    Changes in assets and liabilities:
       Accounts receivable                         (  50,983)      ( 130,004)
       Prepaid expenses and other assets           (   7,011)          7,403
       Deposits                                    (   9,700)           -   
       Accounts payable and accrued expenses       (  57,142)        277,269
       Premiums payable                            ( 117,485)         57,610
       Deferred revenue and taxes                     78,700            -   
       Income taxes payable                        (  10,012)          6,113
                                                    --------        --------

        Net cash (used in) operating activities    (  28,206)      (  27,318)
        ---------------------------------------     --------        --------

Cash Flows from Investing Activities:
  (Redemption)/issuance of stock (net)             (  49,406)        153,346
  Purchase of fixed assets                         (  75,693)      ( 177,449)
  Dividends                                        (  15,200)      (  15,200)
  Increase/(decrease) in minority interest in
   affiliated companies                              158,621       ( 276,232)
                                                    --------        --------

        Net cash provided by/(used in)
             investing activities                     18,322       ( 315,535)
        ------------------------------              --------        --------

Cash Flows from Financing Activities:
  (Increase)/Decrease due from related companies   (  32,922)         32,922
  Decrease in loan receivable - shareholders       ( 150,151)      ( 217,116)
  Increase in loan payable - minority
    shareholders (net)                                 2,500            -   
  (Reduction)/increase of long-term debt           ( 127,905)         85,691
  Increase in notes payable                          386,410         169,173
                                                    --------        --------

        Net cash provided by financing activities     77,932          70,670
        -----------------------------------------   --------        --------

Net Changes in Cash Equivalents                       68,048       ( 272,183)
- -------------------------------

Cash overdraft - January 1,                        (  70,252)        201,931
                                                    --------        --------

Cash overdraft - December 31,                      ($  2,204)      ($ 70,252)
                                                    ========        ========

     Supplemental  Disclosure of Cash Flow Information 
       for: Cash paid during the year
         Interest                                   $ 39,984        $ 21,627
                                                    ========        ========
         Taxes                                      $ 48,735        $ 14,611
                                                    ========        ========

The accompanying notes are an integral part of these combined statements

                                      F - 6

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 1: - Business Activities and Significant Accounting Policies

          Business  Activities - Dealers Choice Automotive  Planning,  Inc. (the
          Company),  through a network of retail offices, is engaged in the sale
          of retail auto,  motorcycle,  boat,  life,  business  and  homeowner's
          insurance, income tax preparation, and automobile club in the New York
          metropolitan area.

          Going Concern - The Company's financial  statements have been prepared
          assuming  that the  Company  will  continue  as a going  concern.  The
          Company has  suffered  losses for a number of years,  and has negative
          working  capital.  The Company has relied on loans and the sale of its
          book of  business to  supplement  operating  revenues  and sustain its
          working  capital needs.  Management  believes that the additional cash
          infusion from the proposed  transactions with Extech  Corporation (see
          Notes 5 and 11) will be sufficient to meet its cash flow needs for the
          coming year. However,  there can be no assurance that the transactions
          will  be  completed.  The  financial  statements  do not  include  any
          adjustments that might result from the outcome of this uncertainty.

          Principles of Combination - The combined financial  statements include
          the  accounts of the  Company and  thirty-seven  (37)  affiliates.  An
          affiliated  company is defined as an independent  agency,  operating a
          retail  office  under the DCAP  name,  where the  shareholders  of the
          Company  own  at  least  fifty  (50%)  percent  of  the  agency.   All
          significant   Intercompany   transactions   and  balances   have  been
          eliminated in the combination.

          Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

          Revenue  Recognition - The Company recognizes  commission revenue from
          insurance  policies  and  automotive  club  at  the  beginning  of the
          contract  period and on income tax  preparation  when the services are
          completed.  Refunds of  commissions on the  cancellation  of insurance
          policies  are  reflected at the time of  cancellation  and no reserves
          have been established.

                                      F - 7

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 1: - Business Activities and Significant Accounting Policies (Continued)

          Accounts  Receivable  - A majority of the  Company's  receivables  are
          derived   from   commissions   earned   from   insurance    companies.
          Concentration  of  credit  risk with  respect  to its  receivables  is
          considered  to be limited  due to its  regulated  customer  base.  The
          Company's  policy  is not  to  establish  an  allowance  for  doubtful
          accounts,  but rather to write off bad debts against  earnings when an
          account is deemed uncollectible.

          Fixed Assets and  Depreciation  - Property and equipment are stated at
          cost and are  depreciated  over the  useful  life of the  assets  on a
          straight  line  basis,  starting  with the date the asset is placed in
          service.

          The ranges of estimated  useful  lives used in computing  depreciation
          are as follows:

             Computer hardware and software
               and other office equipment                               5 years
             Transportation equipment                                   5 years
             Office furniture and fixtures                              7 years
             Leasehold improvements                             31.5 - 39 years

          Property sold or retired is eliminated  from the asset and accumulated
          depreciation  accounts  in the year of  disposition.  Any  differences
          between proceeds on disposition and undepreciated  costs are reflected
          in other income.

          Expenditures for ordinary maintenance repairs and minor renewals which
          do not  naturally  extend  the  life of  assets  are  charged  against
          earnings when incurred. Additions and major renewals are capitalized.

          Long-lived  Assets - Statement of Financial  Accounting  Standards No.
          121,   "Accounting  for  Impairment  of  Long-lived   Assets  and  for
          Long-lived Assets to be Disposed of"requires that long-lived assets be
          reviewed for impairment  whenever  events of changes in  circumstances
          indicate  that the carrying  amounts of the assets in question may not
          be recovered. This standard,  adopted in 1996, did not have a material
          effect on the Company's result of operations,  cash flows or financial
          position.

                                      F - 8

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 1: - Business Activities and Significant Accounting Policies (Continued)

          Income Taxes - Deferred tax assets and  liabilities are recognized for
          the future tax  consequences  attributable to differences  between the
          financial   statement   carrying   amounts  of  existing   assets  and
          liabilities  and their  respective tax bases.  Deferred tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable income in the years those  temporary  differences are expected
          to be recovered or settled.  Deferred  tax assets are  recognized  for
          operating losses that are anticipated to be utilized in the future.

          Advertising Expense - Advertising costs are expensed as incurred.  The
          total expense for 1997 and 1996 approximated  $835,400 and $1,116,200,
          respectively.

Note 2: - Fixed Assets

          The summary of fixed assets and accumulated  depreciation is stated at
          cost and is as follows:

                                December 31, 1997
                                -----------------

                                                    Accumulated        Net
                                        Cost       Depreciation       Value  
                                        ----       ------------       -----  
Office furniture and fixtures        $  786,845     $505,730       $  281,115
Computer hardware and software
  and other office equipment            534,794      260,100          274,694
Leasehold improvements                  626,240       89,139          537,101
Transportation equipment                 53,980       16,194           37,786
                                     ----------     --------       ----------

Total                                $2,001,859     $871,163       $1,130,696
                                     ==========     ========       ==========

                                December 31, 1996
                                -----------------

                                                    Accumulated        Net
                                        Cost       Depreciation       Value  
                                        ----       ------------       -----  
Office furniture and fixtures        $  787,004     $467,620       $  319,384
Computer hardware and software
  and other office equipment            534,202      176,514          357,688
Leasehold improvements                  625,671       92,210          533,461
Transportation equipment                 53,980        5,398           48,582
                                     ----------     --------       ----------

Total                                $2,000,857     $741,742       $1,259,115
                                     ==========     ========       ==========

          Depreciation  expense is $204,112 for calendar  year 1997 and $200,862
          for calendar year 1996.

                                      F - 9

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 3: - Related Party Transactions

          From time to time,  the Company will make and/or  receive  advances of
          working capital to/from related parties.  The working capital advances
          are  usually  for short  durations,  without  collateral  and  without
          interest. The Company allocates a portion of its operating expenses to
          the  related  party,  based  on  management's   estimate  of  expenses
          incurred.

          The Company has also  advanced/received  funds to/from stockholders of
          several of the  affiliated  companies.  These  loans are  non-interest
          bearing,  without a fixed  maturity.  Management has classified  these
          loans as a noncurrent asset/liability.

Note 4: - Long-term Debt

          Long-term debt is comprised as follows:

                                                      1997              1996    
                                                    --------         ---------

          Capitalized equipment leases, pay-
            able in monthly installments
            maturing at various dates               $289,812         $367,726

          Notes payable for acquisition of
            transportation equipment, payable
            in monthly installments, maturing
            at various dates                          36,054           46,263

          Notes payable for purchase of
            treasury stock, payable in
            monthly installments, maturing
            at various dates                          81,451           45,833

            Note payable - other                        -              75,400
                                                    --------         --------

                                                     407,317          535,222

            Less: current maturities of
              long-term debt                         158,044          120,103
                                                    --------         --------

                Total                               $249,273         $415,119
                -----                               ========         ========

          The capitalized lease obligations and notes payable are collateralized
          by the related equipment.

                                     F - 10

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 4: - Long-term Debt (Continued)

          Maturities of long-term debt,  including  capital leases,  for 1998 to
          2002 as of December 31, 1997 are as follows:

             1998                     $158,044
             1999                      141,960
             2000                       78,572
             2001                       19,056
             2002                        9,685
                                      --------
                                      $407,317

Note 5: - Notes Payable - Extech Corporation

          November 26, 1997 Extech  Corporation  loaned $325,000  evidenced by a
          promissory note, bearing interest at ten (10%) percent and maturing on
          September  30, 1998.  In addition in March,  1998 and May, 1998 Extech
          Corporation  also loaned the Company  $114,000 and $311,000  under the
          same  terms and  conditions.  The note is secured by the pledge of the
          majority  shareholders  stock pursuant to terms of a pledge agreement.
          Prior  to  September  30,  1998 the  maturity  date of the  notes  was
          extended to December 31, 1998.

Note 6: - Notes Payable - Other

          At December 31, 1997,  the Company has a $250,000  line of credit from
          Chase Manhattan Bank of which $195,195 was outstanding. Advances under
          the line bear  interest at one and one half (1 1/2) percent  above the
          prime rate. The loan is collateralized with a security interest in all
          personal  property  of  the  Company,  including  equipment,  accounts
          receivable  and  intangibles,  and  is  personally  guaranteed  by the
          shareholders of the Company.

          At December 31, 1996,  the Company had a $150,000  line of credit from
          Fleet Bank, of which  $169,173 was  outstanding.  During 1997 the bank
          required that $133,785 be repaid,  leaving  $35,388  outstanding as of
          December 31, 1997.  Advances  under the line bear interest at two (2%)
          percent above the prime rate.

                                     F - 11

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 7: - Minority Interest

          The Company has expanded by opening new retail  offices under the DCAP
          name,  with the  shareholders of the Company owning no less than fifty
          (50%) percent of the new business  entity.  The minority  stockholders
          are required to provide an initial  capital  investment to be used for
          working capital, equipment, and store improvements.  Typically, profit
          and loss will be shared proportionately.

          The  minority  interest  in  affiliated   companies  consists  of  the
          following:

                                                     1997                1996  
                                                  ----------         ----------

               Common stock                       $   14,217         $   14,383
               Additional paid-in capital          1,719,901          1,504,722
               Retained earnings (deficit)       (   464,261)       (   407,869)
                                                  ----------         ----------

                   Total                          $1,269,857         $1,111,236
                   -----                          ==========         ==========

Note 8: - Sale of Book of Business

          During 1997,  the Company sold the  potential  future  commissions  on
          renewal  policies  on all  Progressive  Insurance  Company  automobile
          policies  sold  prior  to May 30,  1997  for  approximately  $535,000.
          Commissions  will be received  for  policies  sold after May 30, 1997,
          including future renewals.

Note 9: - Income Taxes

          Seventeen  (17)  of  the  affiliates   have  elected   Subchapter  "S"
          Corporation  status,  whereby  both Federal and State income taxes are
          paid  at the  shareholder  level.  In all  instances,  New  York  City
          corporation  tax, if applicable,  is paid at the corporate  level. The
          provision for income taxes,  which  includes all non-Subchapter  "S"
          Corporations, as well as the applicable City Corporation tax, consists
          of the following:

                                                    1997          1996 
                                                   -------      -------

               Current - Federal                   $11,439      $24,812
                       - State and local            36,549       32,666
               Tax benefit of net operating
                 loss carryforwards               (  4,000)    (  5,000)
                                                   -------      -------

               Total                               $43,988      $52,478
               -----                               =======      =======

                                     F - 12

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 9: - Income Taxes (Continued)

          The Company  and its  affiliates  have  approximately  $1,016,000  net
          operating loss carryforwards  available at December 31, 1997 to reduce
          future taxable income. These carryforwards expire at various times and
          amounts through December 31, 2012.

Note 10: - Commitments and Contingencies

          The Company and each of its affiliates lease office space in different
          locations.  These  leases are for various  terms and expire at various
          dates.  The future minimum lease payments under these rental leases as
          of December 31, 1997 are as follows:

               1998                     $  724,045
               1999                        624,494
               2000                        526,465
               2001                        465,433
               2002                        386,824
             2003-2007                     715,204
             ---- ----                     -------
                                        $3,442,465
                                        ==========

          The Company and its affiliates  lease office  equipment  under various
          operating  leases.  The future  minimum  lease  payments  under  these
          equipment leases are as follows:

               1998                     $329,141
               1999                      302,271
               2000                      248,568
               2001                       67,939
               2002                        5,445
                                        --------
                                        $953,364
                                        ========

Note 11: - Subsequent Events

          On May 8, 1998,  the principal  shareholders  of the Company signed an
          agreement  to exchange  all their  common stock of the Company and its
          affiliated  companies and a membership  interest in a certain  limited
          liability  company  for  3,300,000  shares of  common  stock of Extech
          Corporation,  subject to a number of  conditions.  The parties  intend
          that this  transaction  satisfy the  provisions  of Section 351 of the
          Internal  Revenue  Code.  In addition,  as described in Note 5, Extech
          Corporation  has loaned  the  Company a total of seven  hundred  fifty
          thousand dollars ($750,000).

                                     F - 13

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 and 1996

Note 11: - Subsequent Events (Continued)

          On October 2, 1998,  Eagle  Insurance  Company  signed a  subscription
          agreement  to  acquire  a certain  number  of common  shares of Extech
          Corporation for one million dollars  ($1,000,000).  The closing of the
          transaction is subject to a number of conditions and is anticipated to
          close simultaneously with the above transaction.

                                     F - 14

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                            COMBINED BALANCE SHEETS
                                 AS AT JUNE 30,
                                   (Unaudited)

                                                   1998              1997   
                                                ----------        ----------

                                     ASSETS

Current Assets
  Cash in bank                                  $   17,747        $     -   
  Accounts receivable                              489,058           495,319
  Prepaid expenses and other current assets         69,680            85,637
                                                 ----------        ---------

      Total Current Assets                         576,485           580,956
      --------------------

Fixed assets                                     1,047,047         1,190,762

Due from related companies                          49,032            80,000
Loan receivable - shareholders                     343,431           236,847
Loan receivable - minority shareholders            110,000            45,000
Deferred taxes                                     174,993            72,300
Deposits and other assets                           72,810            58,981
                                                 ---------         ----------

Total Assets                                    $2,373,798        $2,264,846
- ------------                                     =========         ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current portion of long-term debt             $  158,044        $  141,317
  Notes payable - Extech Corporation               750,000              -   
  Notes payable - other                            205,388            35,388
  Cash overdraft                                      -               97,524
  Accounts payable and accrued expenses            755,737           580,009
  Premiums payable                                  63,422            30,866
  Income taxes payable                              43,783            57,551
                                                 ---------         ----------

      Total Current Liabilities                  1,976,374           942,655
      -------------------------

Long-term debt                                     187,136           296,324
Loans payable - minority shareholders               92,910            79,800
Deferred revenue                                    54,900            68,200
Deferred income taxes                                3,000            14,400

Minority interest in affiliated companies        1,154,211         1,385,486

Shareholders' Equity (Deficit)                 ( 1,094,733)      (   522,019)
- ------------------------------                  ----------        ----------

Total                                           $2,373,798        $2,264,846
- -----                                            =========         =========

                                     F - 15

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                       COMBINED STATEMENTS OF OPERATIONS
                      FOR THE PERIOD JANUARY 1, - JUNE 30,
                                   (Unaudited)

                                                 1998               1997   
                                              ----------         ----------

Revenue
  From - commissions                          $2,257,722        $2,429,454
       - fees and other                        1,716,054         1,781,467
                                               ----------        ---------

      Total Revenue                            3,973,776         4,210,921
      -------------

Operating Expenses
  Selling                                      1,269,995         1,341,844
  General and administrative                   3,157,729         2,963,868
  Depreciation and amortization                  100,300           105,700
                                               ----------        ---------

      Total Operating Expenses                 4,528,024         4,411,412
      ------------------------                 ----------        ---------

Net Operating (Loss) for Period
  Before Other Income/Expense                 (  554,248)      (   200,491)
- --------------------------------

  Sale of book of business                          -              535,334
  Interest expense                                30,582            32,386
                                               ----------        ---------

Net (Loss) Income for Period Before
    Provision for Income Taxes                (  584,830)          302,457
- -----------------------------------

  Provision for income taxes                  (   79,236)           36,173
                                               ----------        ---------

Net (Loss) Income for Period Before
         Minority Interest                    (  505,594)          266,284
- -----------------------------------

  Minority interest in affiliated companies   (  125,446)          181,081
                                               ----------        ----------

Net (Loss) Income for Period                  ($ 380,148)       $   85,203
- ----------------------------                   ==========        ==========

                                     F - 16

                    DEALERS CHOICE AUTOMOTIVE PLANNING, INC.
                            AND AFFILIATED COMPANIES
                        COMBINED STATEMENT OF CASH FLOWS
                      FOR THE PERIOD JANUARY 1, - JUNE 30,
                                   (Unaudited)

                                                         1998          1997  
                                                         ----          ----  
Cash Flows from Operating Activities:
  Net (loss) income for period                        ($380,148)     $ 85,203
  Adjustments to reconcile net (loss) income to
   net cash (used in)/provided by
    operating activities:
    Depreciation and amortization                       100,300       105,700
    Deferred taxes                                    (  82,493)       10,500
    Changes in assets and liabilities:
       Accounts receivable                               59,007         1,759
       Prepaid expenses and other assets              (   8,441)    (  31,409)
       Deposits and other assets                      (   8,798)    (   3,098)
       Accounts payable and accrued expenses            168,522     (  64,348)
       Premiums payable                                  41,113     ( 108,928)
       Deferred revenue and taxes                     (  64,900)       38,500
       Income taxes payable                               6,674        10,430
                                                       --------      --------

        Net cash (used in)/provided by
             operating activities                     ( 169,164)       44,309
        ------------------------------                 --------      --------

Cash Flows from Investing Activities:
  Redemption of stock (net)                           (   3,200)    (  10,999)
  Purchase of fixed assets                            (  16,651)    (  37,347)
  (Decrease)/increase in minority interest
    in affiliated companies                           ( 115,646)      274,250
                                                       --------      --------

        Net cash (used in)/provided by
             investing activities                     ( 135,497)      225,904
        ------------------------------                 --------      --------

Cash Flows from Financing Activities:
  Increase/(decrease) due from related companies         27,423     (  36,467)
  Increase/(decrease) in loan receivable
   - shareholders                                         8,915     (  34,652)
  Decrease in loan payable - minority
    shareholders (net)                                (  49,390)        5,000
  Reduction of long-term debt                         (  62,137)    (  97,581)
  Increase/(decrease) in notes payable                  399,805     ( 133,785)
                                                       --------      --------

        Net cash provided by/(used in)
             financing activities                       324,616     ( 297,485)
        ------------------------------                 --------      --------

Net Changes in Cash Equivalents                          19,955     (  27,272)
- -------------------------------
Cash overdraft - January 1,                           (   2,208)    (  70,252)
                                                       --------      --------

Cash balance (overdraft) - June 30,                   $  17,747     ($ 97,524)
                                                       ========      ========

  Supplemental Disclosure of Cash Flow Information 
       Cash paid during the year for:
       Interest                                       $  13,710     $  32,386
                                                       ========      ========
       Taxes                                          $  18,582     $  23,000
                                                       ========      ========

                                     F - 17

                                   AGREEMENT

                                     AMONG

                               EXTECH CORPORATION

                              MORTON L. CERTILMAN

                                  JAY M. HAFT

                                   KEVIN LANG

                                      AND

                               ABRAHAM WEINZIMER

                               As of May 8, 1998

                                TABLE OF CONTENTS
                                                                            Page

RECITALS:......................................................................2

                                    ARTICLE I

DEFINED TERMS; SCHEDULES.......................................................3
     1.1 Defined Terms.........................................................3
     1.2 Schedules.............................................................3

                                   ARTICLE II

PURCHASE AND SALE; LOANS.......................................................3
     2.1 Agreement to Sell.....................................................3
     2.2 Agreement to Purchase.................................................3
     2.3 Purchase Price........................................................3
          2.3.1 Purchase Price.................................................3
          2.3.2 Delivery of Purchase Price.....................................3
          2.3.3 Allocation of Purchase Price...................................4
     2.4 Additional Purchases..................................................4
          2.4.1 Purchases from EXTECH..........................................4
          2.4.2 Purchases from Sterling Foster.................................5
     2.5 Loans to DCAP and the Shareholders....................................5
          2.5.1 $311,000 Loan..................................................5
          2.5.2 Closing Loans..................................................6
          2.5.3 Prior Loans....................................................6

                                   ARTICLE III

REPRESENTATIONS AND WARRANTIES THE SHAREHOLDERS................................7
     3.1 Valid Existence; Qualification........................................7
     3.2 Capitalization; Subsidiaries; Affiliated Entities.....................8
     3.3 Consents..............................................................8
     3.4 Authority; Binding Nature of Agreement................................8
     3.5 Financial Statements..................................................9
     3.6 Liabilities...........................................................9
     3.7 Actions Since the Balance Sheet Date..................................9
     3.8 Adverse Developments.................................................10
     3.9 Taxes................................................................10
     3.10 Ownership of Assets; Interest in Assets.............................10
          3.10.1 Assets Generally.............................................10

EXTECH CORPORATION

          3.10.2 Interest in Assets...........................................10
          3.11 Insurance......................................................10
          3.12 Litigation; Compliance with Law................................11
          3.13 Real Property..................................................11
          3.14 Agreements and Obligations; Performance........................12
          3.15 Condition of Assets............................................12
          3.16 Permits and Licenses...........................................12
          3.17 Occupational Heath and Safety and Environmental Matters........13
          3.18 Intellectual Property..........................................13
          3.19 Compensation Information.......................................14
          3.20 Employee Benefit Plans.........................................14
          3.21 No Breach......................................................15
          3.22 Brokers........................................................16
          3.23 Employment Relations...........................................16
          3.24 Prior Names and Addresses......................................17
          3.25 Payments.......................................................17
          3.26 Books and Records..............................................17
          3.27 Americans with Disabilities Act Compliance.....................17
          3.28 Proxy Statement................................................17
          3.29 Untrue or Omitted Facts........................................18

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EXTECH......................................18
     4.1 Valid Corporate Existence............................................18
     4.2 Capitalization.......................................................18
     4.3 Consents.............................................................18
     4.4 Corporate Authority; Binding Nature of Agreement.....................19
     4.5 SEC Report...........................................................19
     4.6 No Breach............................................................19
     4.7 Actions Since the Balance Sheet Date.................................19
     4.8 Adverse Developments.................................................20
     4.9 Taxes................................................................20
     4.10 Ownership of Assets; Interest in Assets.............................21
          4.10.1 Assets Generally.............................................21
          4.10.2 Interest in Assets...........................................21
     4.11 Insurance...........................................................21
     4.12 Litigation; Compliance with Law.....................................21
     4.13 Real Property.......................................................21
     4.14 Agreements and Obligations; Performance.............................21
     4.15 Condition of Assets.................................................22
     4.16 Permits and Licenses................................................22
     4.17 Occupational Heath and Safety and Environmental Matters. ...........22

EXTECH CORPORATION

     4.18 Intellectual Property...............................................23
     4.19 Compensation Information............................................23
     4.20 Employee Benefit Plans..............................................23
     4.21 Brokers.............................................................25
     4.22 Employment Relations................................................25
     4.23 Payments............................................................26
     4.24 Books and Records...................................................26
     4.25 Americans with Disabilities Act Compliance..........................26
     4.26 Proxy Statement.....................................................26
     4.27 Untrue or Omitted Facts.............................................26

                                    ARTICLE V

PRE-CLOSING COVENANTS.........................................................26

     5.1  Shareholder Covenants...............................................26
     5.2  EXTECH Covenants....................................................29

                                   ARTICLE VI

ACQUISITION OF SHARES.........................................................31
     6.1  Investment Intent; Qualification as Purchaser.......................31
     6.2  Restrictive Legend..................................................32
     6.3  Certain Risk Factors................................................33

                                   ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATION OF EXTECH TO CLOSE.....................33
     7.1  Representations and Warranties......................................33
     7.2  Covenants...........................................................33
     7.3  Certificate.........................................................33
     7.4  Shares; Purchase Price..............................................33
     7.5  Sterling Foster Purchases...........................................33
     7.6  Stockholder Approval................................................33
     7.7  DCAP Financial Statements...........................................33
     7.8  Employment Agreements...............................................34
     7.9  Restrictive Covenant Agreements.....................................34
     7.10 Fairness Opinion....................................................34
     7.11 "Cold Comfort" Letter...............................................34
     7.12 Closing Notes; Closing Pledge Agreements............................34
     7.13 Opinions of Counsel.................................................34
     7.14 Buy Out Agreement...................................................34
     7.15 Size of Boards; Election as Members ................................34

EXTECH CORPORATION

     7.16 No Actions..........................................................34
     7.17 Consents; Licenses and Permits......................................35
     7.18 Sections 4(2) and 4(1) Compliance...................................35
     7.19 Actions.............................................................35
     7.20 Additional Documents................................................35
 
                                  ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SHAREHOLDERS TO CLOSE...........35
     8.1  Representations and Warranties......................................36
     8.2  Covenants...........................................................36
     8.3  Certificate.........................................................36
     8.4  EXTECH Shares.......................................................36
     8.5  Sterling Foster Purchases...........................................36
     8.6  Stockholder Approval................................................36
     8.7  Employment Agreements; Stock Option Agreements......................36
     8.8  Certilman and Haft Purchases........................................36
     8.9  Closing Loans.......................................................36
     8.10 Size of Board and Committees; Election as Directors and Members.....36
     8.11 Tax Opinion.........................................................37
     8.12 Opinion of Counsel..................................................37
     8.13 Buy Out Agreement...................................................37
     8.14 No Actions..........................................................37
     8.15 Consents; Licenses and Permits......................................37
     8.16 Corporate Actions...................................................37
     8.17 Additional Documents................................................37

                                   ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF CERTILMAN AND HAFT TO CLOSE.........38
     9.1  Shares/EXTECH Acquisition Shares....................................38
     9.2  Sterling Foster Purchases...........................................38
     9.3  Stockholder Approval................................................38
     9.4  EXTECH Additional Shares............................................38
     9.5  Shareholder Purchases...............................................38
     9.6  Employment Agreements; Stock Option Agreements......................38
     9.7  No Actions..........................................................38
     9.8  Corporate Actions...................................................38
     9.9  Additional Documents................................................39

EXTECH CORPORATION

                                    ARTICLE X

CLOSING.......................................................................39
     10.1 Time and Location...................................................39
     10.2 Items to be Delivered by the Shareholders...........................39
     10.3 Items to be Delivered by EXTECH.....................................40
     10.4 Items to be Delivered by Certilman and Haft.........................40

                                   ARTICLE XI

POST-CLOSING MATTERS..........................................................40
     11.1 Further Assurances..................................................40
     11.2 Agreement as to Voting..............................................40
     11.3 Sales of EXTECH Shares..............................................41

                                   ARTICLE XII

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION..................................41
     12.1 Survival............................................................41
     12.2 Indemnification.....................................................41
          12.2.1  General Indemnification Obligation of the Shareholders......41
          12.2.2  General Indemnification Obligation of EXTECH................42
          12.2.3  Method of Asserting Claims, Etc.............................42
          12.2.4  Limitations.................................................44
     12.3 Arbitration.........................................................44
     12.4 Other Rights and Remedies Not Affected..............................45

                                  ARTICLE XIII

TERMINATION AND WAIVER........................................................45
     13.1 Termination.........................................................45
     13.2 Waiver..............................................................46

                                   ARTICLE XIV

DEFINED TERMS.................................................................46
     14.1 Defined Terms.......................................................46

                                   ARTICLE XV

MISCELLANEOUS PROVISIONS......................................................52
     15.1 Expenses............................................................52
     15.2 Confidential Information............................................52

EXTECH CORPORATION

     15.3  Equitable Relief...................................................53
     15.4  Publicity..........................................................53
     15.5  Entire Agreement...................................................53
     15.6  Notices............................................................53
     15.7  Choice of Law; Severability........................................54
     15.8  Successors and Assigns; No Assignment..............................54
     15.9  Counterparts.......................................................54
     15.10 Facsimile Signatures...............................................55
     15.11 Representation by Counsel; Interpretation..........................55
     15.12 Headings; Gender...................................................55

                                    SCHEDULES

         A        Affiliated Companies
         B        Joint Ventures
         2.5.1    Uses of Loan Proceeds
         3.2(a)   Liens
         3.2(b)   Investments
         3.3      Consents
         3.5      Financial Statements
         3.7      Actions Since the Balance Sheet Date
         3.8      Adverse Developments
         3.10.1   Assets Generally
         3.11     Insurance
         3.12     Litigation; Compliance with Law
         3.13     Real Property
         3.14     Agreements and Obligations; Performance
         3.15     Condition of Assets
         3.16     Permits and Licenses
         3.18     Intellectual Property
         3.19     Compensation Information
         3.20     Employee Benefits
         3.21     No Breach
         3.24     Prior Names and Addresses
         4.3      Consents
         4.7      Actions Since the Balance Sheet Date
         4.8      Adverse Developments
         4.11     Insurance
         4.12     Litigation; Compliance with Law
         4.13     Real Property
         4.14     Agreements and Obligations; Performance
         4.15     Condition of Assets
         4.16     Permits and Licenses
         4.18     Intellectual Property
         4.19     Compensation Information
         4.20     Employee Benefits
         8        Excluded DCAP Entity Provisions

EXTECH CORPORATION

                                    EXHIBITS

         2.4.1(a) Additional Shares Note
         2.4.1(b) Additional Shares Pledge Agreement
         2.5.2(a) Closing Loan Note
         2.5.2(b) Closing Loan Pledge Agreement
         7.8      Employment Agreement
         7.9      Restrictive Covenant Agreement
         7.13     Opinion of Counsel
         7.14     Buy Out Agreement
         8.7      Stock Option Agreement

EXTECH CORPORATION

         AGREEMENT,  dated as of May 8,  1998  (the  "Agreement"),  by and among
EXTECH  CORPORATION,  a Delaware  corporation  ("EXTECH"),  MORTON L.  CERTILMAN
("Certilman"),  JAY M. HAFT ("Haft"),  KEVIN LANG ("Lang") and ABRAHAM WEINZIMER
("Weinzimer"  and  together  with  Lang,   individually,   a  "Shareholder"  and
collectively, the "Shareholders").

                                    RECITALS:

         The  Shareholders  own  (i) all of the  outstanding  Common  Shares  of
Dealers Choice Automotive Planning Inc. ("DCAP") and certain other corporations,
as set  forth on  Schedule  A  attached  hereto  (collectively  with  DCAP,  the
"Affiliated   Companies")  (the  "Company  Shares")  and  (ii)  certain  of  the
outstanding  Common Shares of certain other  corporations and certain membership
interests in a certain limited liability company, all as set forth on Schedule B
attached  hereto  (collectively,  the "Joint  Ventures"  and  together  with the
Affiliated  Companies,  the "DCAP Entities") (the "Joint Venture  Shares").  The
Joint Venture Shares and the Company Shares are referred to  collectively as the
"Shares".

         The DCAP Entities are engaged in the following  businesses:  (i) retail
automotive,  motorcycle  and boat  casualty and  liability  insurance  brokerage
("Insurance  Brokerage");  (ii) insurance premium finance  ("Premium  Finance");
(iii) income tax preparation ("Tax Preparation"); and (iv) automobile and travel
club ("Auto Club") (collectively,  the "DCAP Business"),  as identified for each
DCAP Entity on Schedules A and B attached hereto.

         Subject  to  the  terms  and  conditions  hereof,  at the  Closing  (as
hereinafter  defined),  the  Shareholders  desire to sell to EXTECH,  and EXTECH
desires to purchase from the Shareholders, the Shares.

         Subject to the terms and  conditions  hereof,  at the Closing,  each of
Lang and Weinzimer  desires to purchase from EXTECH,  and EXTECH desires to sell
to each  of  them,  475,000  shares  of  Common  Stock  (950,000  shares  in the
aggregate) of EXTECH.

         Subject to the terms and  conditions  hereof,  at the Closing,  each of
Certilman  and Haft  desires to purchase  from EXTECH  (directly  or  indirectly
through a retirement  trust or designee),  and EXTECH desires to sell to each of
them,  226,000  shares of Common  Stock  (452,000  shares in the  aggregate)  of
EXTECH.

         Subject  to the  terms and  conditions  hereof,  concurrently  with the
Closing,  each of Certilman,  Haft, Lang and Weinzimer  desires to purchase from
Sterling Foster Holding Corp.  450,000 shares of Common Stock (1,800,000  shares
in the aggregate) of EXTECH  currently  registered in the name of Certilman,  as
voting trustee.

         The parties intend that the  transactions  contemplated  hereby satisfy
the  provisions of Section 351 of the Internal  Revenue Code of 1986, as amended
(the "Code").

EXTECH CORPORATION
                                        2

         NOW,  THEREFORE,  in  consideration  of the recitals and the respective
covenants,  representations,  warranties  and  Agreements  herein  contained and
intending to be legally bound hereby, the parties hereby agree as follows:

                                    ARTICLE I

                            DEFINED TERMS; SCHEDULES

1.1  Defined  Terms.  Capitalized  terms  used in this  Agreement  will have the
meanings given such terms in Article XIV hereof or elsewhere in the text of this
Agreement,  and variants and  derivatives  of such terms shall have  correlative
meanings.

1.2 Schedules.  References to a Schedule will include any applicable  disclosure
expressly  set  forth  on  the  face  of  any  other  Schedule  if  specifically
cross-referenced  to such other  Schedule.  Each  Schedule and the  information,
Agreements and documents  expressly listed in each Schedule will be considered a
part of this  Agreement  as if set  forth  herein  in full and will be deemed to
constitute  representations and warranties under this Agreement,  limited as set
forth in the applicable provision of this Agreement under which such Schedule is
delivered;  provided, however, that the representations and warranties set forth
in this Agreement shall not be affected or deemed qualified, modified or limited
in any respect by the information provided in the Schedules except to the extent
that any  qualification,  modification or limitation to any  representation  and
warranty is expressly and conspicuously set forth on the face of such particular
Schedule.

                                   ARTICLE II

                           PURCHASES AND SALES; LOANS

2.1  Agreement  to Sell.  At the  Closing,  upon and  subject  to the  terms and
conditions of this Agreement,  the Shareholders  shall sell, assign and transfer
to EXTECH all of their  right,  title and  interest in and to all of the Shares,
free and clear of all Liens.

2.2  Agreement  to Purchase.  At the Closing,  upon and subject to the terms and
conditions of this Agreement,  EXTECH shall purchase the respective  Shares from
the Shareholders in exchange for the Acquisition Purchase Price.

2.3 Purchase Price.

     2.3.1Purchase  Price.  The  aggregate  purchase  price for the Shares  (the
"Acquisition  Purchase  Price") shall be Three  Million  Three Hundred  Thousand
(3,300,000) shares of Common Stock of EXTECH (the "EXTECH Acquisition Shares").

     2.3.2 Delivery of Purchase Price. At the Closing,  subject to the terms and
conditions  hereof, in payment of the Acquisition  Purchase Price,  EXTECH shall

EXTECH CORPORATION
                                        3

deliver to each of the Shareholders a certificate  representing  one-half of the
EXTECH  Acquisition  Shares against delivery by the Shareholders of certificates
representing  their  respective  Shares,  duly endorsed or  accompanied by stock
powers duly executed.  The  certificates  representing  the Shares shall also be
accompanied by evidence  satisfactory to EXTECH of the Shareholders'  payment of
all transfer taxes with respect thereto.

     2.3.3 Allocation of Purchase Price. The Acquisition Purchase Price shall be
allocated  among the  Shares  acquired  hereunder  as may be agreed to among the
parties hereto in order to properly reflect the respective fair market values of
the Shares. The Shareholders and EXTECH hereby covenant and agree that they will
not take a position on any income tax  return,  before any  governmental  agency
charged with the  collection  of any income tax, or in any  judicial  proceeding
that is in any way inconsistent with the terms of this Section 2.3.3.

2.4 Additional Purchases.

     2.4.1  Purchases  from  EXTECH.  (a)  Subject  to the terms and  conditions
hereof,  at the Closing,  each of Certilman  and Haft will  purchase (or, to the
extent  necessary  to comply with the  requirements  of Section 351 of the Code,
will cause a retirement trust  established for his benefit and/or other designee
to purchase)  from EXTECH,  and EXTECH shall issue and sell to each of them, Two
Hundred Twenty-Six  Thousand (226,000) shares of Common Stock (452,000 shares in
the  aggregate)  of EXTECH  (collectively,  the  "EXTECH  Management  Additional
Shares") at a purchase price of Twenty-Five  Cents ($.25) per share (the "EXTECH
Additional Shares Purchase Price").  The EXTECH Additional Shares Purchase Price
shall be paid by certified  check or, at the option of EXTECH,  wire transfer to
EXTECH of immediately available funds.

          (b) Subject to the terms and conditions  hereof, at the Closing,  each
     of Lang and Weinzimer will purchase (or, in the case of Lang,  will cause a
     retirement trust established for his benefit to purchase) from EXTECH,  and
     EXTECH  shall  issue and sell to each of them,  Four  Hundred  Seventy-Five
     Thousand (475,000) shares of Common Stock (950,000 shares in the aggregate)
     of EXTECH (collectively,  the "950,000 Additional Shares" and together with
     the EXTECH Management Additional Shares, the "EXTECH Additional Shares" and
     together further with the EXTECH  Acquisition  Shares, the "EXTECH Shares")
     at the EXTECH  Additional  Shares  Purchase  Price.  The EXTECH  Additional
     Shares Purchase Price shall be paid as follows: (i) an amount in cash equal
     to the par value of the  950,000  Additional  Shares  ($.01 per share or an
     aggregate  of $9,500) and (ii) the balance  thereof by the delivery by each
     of Lang and Weinzimer of a promissory  note in the principal  amount of One
     Hundred  Fourteen  Thousand  Dollars  ($114,000) (an aggregate of $228,000)
     (collectively,  the "Additional Shares Notes") that will provide for, among
     other things, the following:

               (i) interest at the rate of six percent (6%) per annum; and

               (ii)  payment of the  principal  amount  thereof,  together  with
          accrued  interest  thereon,  in six  (6)  equal  annual  installments,

EXTECH CORPORATION
                                                         4

          commencing  April 15, 2001 and  continuing  through April 15, 2006, in
          such  annual  amount  as  shall  be  necessary  to  self-amortize  the
          Additional  Shares Note by April 15, 2006,  subject to acceleration to
          the extent the respective  Shareholder  receives any proceeds from the
          sale or other disposition of any shares of Common Stock of EXTECH.

     The Additional  Shares Notes shall be in, or substantially  in, the form of
Exhibit 2.4.1(a) attached hereto.

     The payment of all amounts due under the  Additional  Shares Notes shall be
secured  by a pledge  by each of the  Shareholders  to  EXTECH  of Five  Hundred
Seventy  Thousand  (570,000) shares of Common Stock of EXTECH pursuant to pledge
agreements  that  will  be  entered  into  at  the  Closing  (collectively,  the
"Additional Shares Pledge Agreements").  The Additional Shares Pledge Agreements
shall be in, or substantially in, the form of Exhibit 2.4.1(b) attached hereto.

     2.4.2  Purchases from Sterling  Foster.  The parties  acknowledge  that One
Million Eight Hundred Thousand (1,800,000) shares of Common Stock of EXTECH (the
"Sterling  Foster  Shares") are  registered in the name of "Morton  Certilman as
Voting  Trustee U/A dated  December 30, 1996" and are held  pursuant to a Voting
Trust  Agreement  dated as of December 30, 1996 between  Certilman  and Sterling
Foster Holding Corp. ("Sterling Foster") (the "Voting Trust Agreement") pursuant
to which a voting trust certificate was issued to Sterling Foster with regard to
the Sterling Foster Shares.  Subject to the terms and conditions hereof, each of
Certilman,  Haft,  Lang and  Weinzimer  shall use his best  efforts to purchase,
contemporaneously with the Closing, Four Hundred Fifty Thousand (450,000) of the
Sterling Foster Shares  (1,800,000  shares in the aggregate) at a purchase price
of  Twenty-Five  Cents  ($.25) per share  (collectively,  the  "Sterling  Foster
Purchases").  The parties  acknowledge  and agree that any such purchase will be
conditioned upon the concurrent termination of the Voting Trust Agreement.

2.5 Loans to DCAP and the Shareholders.

     2.5.1 $311,000 Loan. Simultaneously herewith, EXTECH is loaning to DCAP the
sum of Three Hundred Eleven Thousand Dollars  ($311,000) (the "$311,000  Loan").
The $311,000  Loan is evidenced by a promissory  note in such  principal  amount
(the "311,000 Note") that provides for, among other things, the following:

          (i) payment of the principal amount thereof on September 30, 1998; and

          (ii) interest at the rate of ten percent (10%) per annum, payable with
     the principal payment.

     The  $311,000  Loan may be used by DCAP only for the  purposes set forth on
Schedule 2.5.1 attached hereto, and for no other purpose.

     The  repayment of all amounts due under the $311,000 Note is secured by the
pledge by the  Shareholders  of the  Shares  pursuant  to the terms of a certain

EXTECH CORPORATION
                                        5

Pledge  Agreement,  dated as of November 26, 1997, by and among the Shareholders
and EXTECH, as amended by the terms hereof (the "Initial Pledge Agreement").

     2.5.2 Closing  Loans.  Subject to the terms and conditions  hereof,  at the
Closing,  EXTECH  will  loan to each of Lang and  Weinzimer  the  amount  of One
Hundred  Twelve  Thousand  Five  Hundred  Dollars  ($112,500)  (an  aggregate of
$225,000) (collectively, the "Closing Loans"). The proceeds of the Closing Loans
will be used by the  Shareholders  solely  for the  purpose  of  purchasing  the
Sterling Foster Shares from Sterling Foster. The Closing Loans will be evidenced
by promissory notes of the respective Shareholders, each in the principal amount
of One Hundred Twelve Thousand Five Hundred Dollars ($112,500)  ($225,000 in the
aggregate)  (collectively,  the  "Closing  Loan  Notes"  and  together  with the
Additional  Shares Notes,  the "Closing  Notes"),  that will provide for,  among
other things, the following:

          (i) interest at the rate of six percent (6%) per annum;

          (ii) payment of the principal  amount  thereof,  together with accrued
     interest thereon,  in six (6) equal annual  installments,  commencing April
     15, 2001 and  continuing  through  April 15, 2006, in such annual amount as
     shall be  necessary  to  self-amortize  the Closing  Loan Note by April 15,
     2006,  subject to  acceleration  to the extent the  respective  Shareholder
     receives any proceeds from the sale or other  disposition  of any shares of
     Common Stock of EXTECH;

          (iii) non-recourse against the Shareholder; and

          (iv) the right of the Shareholder to satisfy the amounts due under the
     Closing Loan Note by delivering  his  respective  shares of Common Stock of
     EXTECH valued at the greater of (A)  twenty-five  cents ($.25) per share or
     (B) the average  Market  Price (as such term is defined in the Closing Loan
     Note) for the twenty (20) trading days  immediately  preceding  the date of
     delivery of the shares.

     The  Closing  Loan  Notes  shall be in, or  substantially  in,  the form of
Exhibit 2.5.2(a) attached hereto.

     The  repayment  of all amounts  due under the  Closing  Loan Notes shall be
secured  by a pledge by each of the  Shareholders  to  EXTECH of his  respective
acquired  Sterling  Foster  Shares  pursuant to pledge  agreements  that will be
entered into at the Closing (collectively,  the "Closing Loan Pledge Agreements"
and together with the Additional Shares Pledge  Agreements,  the "Closing Pledge
Agreements").  The Closing Loan Pledge  Agreements shall be in, or substantially
in, the form of Exhibit 2.5.2(b) attached hereto.

     2.5.3 Prior Loans. (a) The parties  acknowledge that, on November 26, 1997,
EXTECH loaned to DCAP Three Hundred Twenty-Five Thousand Dollars ($325,000) (the
"$325,000  Loan").  The $325,000 Loan is evidenced by a promissory  note in such
principal amount (the "$325,000 Note"). The parties acknowledge further that, on

EXTECH CORPORATION
                                        6

March 20, 1998, EXTECH loaned to DCAP the additional sum of One Hundred Fourteen
Thousand  Dollars  ($114,000)  (the  "$114,000  Loan").  The  $114,000  Loan  is
evidenced by a promissory note in such principal  amount (the "$114,000  Note").
The  repayment of all amounts due under the $325,000  Note and $114,000  Note is
secured by the pledge by the Shareholders of the Shares pursuant to the terms of
the Initial Pledge Agreement.

          (b) The  parties  agree that the  $325,000  Note is amended to provide
     that (i) the  principal  amount  thereof  shall be payable on September 30,
     1998, subject to acceleration as set forth therein (except that the payment
     default  occurring  prior to the date  hereof is hereby  waived by EXTECH),
     (ii) the reference in the $325,000 Note to that certain letter of intent of
     even date  therewith  by and among DCAP,  Lang,  Weinzimer  and EXTECH (the
     "Letter of Intent")  shall  hereafter  refer instead to this  Agreement and
     (iii) the payment of amounts due thereunder shall be subject to no defense,
     counter-claim  or right of offset or setoff (it being  understood  that, in
     all other  respects,  the  $325,000  Note shall  continue in full force and
     effect in  accordance  with its terms).  The parties agree further that the
     $114,000  Note is amended to  provided  that the  reference  therein to the
     Letter of Intent shall  hereafter refer instead to this Agreement (it being
     understood that, in all other respects, the $114,000 Note shall continue in
     full force and effect in accordance with its terms).

          (c) The parties  agree  further that the Initial  Pledge  Agreement is
     hereby amended to provide that all references  therein to "Pledged  Shares"
     as being  security for the  performance  by DCAP of all of its  obligations
     under the Notes (as defined  therein,  which shall be deemed to include the
     $325,000  Note, the $114,000 Note and the $311,000 Note) shall be deemed to
     include (i) all proceeds  thereof (as such term is defined in Section 9-306
     of the Code (as  defined  therein)),  including,  without  limitation,  all
     dividends or other income from the Pledged Shares,  collections thereon and
     distributions  with respect  thereto,  whether  arising before or after the
     date hereof and (ii) all shares,  stock certificates,  options or rights of
     any nature  whatsoever  that may be  issued,  or may have been  issued,  to
     either  Shareholder  with regard  thereto,  in  substitution or replacement
     thereof,  as a  conversion  thereof,  in exchange  therefor or otherwise in
     respect thereof.

                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES OF
                                THE SHAREHOLDERS

     The Shareholders, jointly and severally, make the following representations
and warranties to EXTECH, each of which shall be deemed material, and EXTECH, in
executing,  delivering  and  consummating  this  Agreement,  has relied upon the
correctness and completeness of each of such representations and warranties:

3.1 Valid Existence;  Qualification.  Each DCAP Entity (other than Tax Services)
is a corporation organized, validly existing and in good standing under the laws
of the state of its  incorporation.  Tax Services is a limited liability company

EXTECH CORPORATION
                                        7

duly  organized,  validly  existing and in good  standing  under the laws of New
York. Each DCAP Entity has the power to carry on its respective DCAP Business as
now  conducted  and to own its assets.  No DCAP Entity is required to qualify in
any other  jurisdiction in order to own its assets or to carry on its respective
DCAP  Business as now  conducted,  and there has not been any claim by any other
jurisdiction  to the  effect  that any DCAP  Entity is  required  to  qualify or
otherwise  be  authorized  to do  business as a foreign  corporation  or foreign
limited liability company therein.  The copies of each DCAP Entity's Certificate
of Incorporation, as amended to date (certified by the Secretary of the State of
the state of its incorporation),  and each DCAP Entity's By-Laws or, in the case
of Tax Services, Articles of Organization and Operating Agreement, as amended to
date (certified by the Secretary of the respective DCAP Entity), which have been
delivered  to EXTECH,  are true and  complete  copies of those  documents  as in
effect on the date hereof.

3.2 Capitalization;  Subsidiaries; Affiliated Entities. (a) The Shareholders own
(i) all of the outstanding Common Shares of each of the Affiliated Companies and
(ii) the  percentage  of the  outstanding  Common  Shares or, in the case of Tax
Services,  membership interests of each of the Joint Ventures as is set forth on
Schedule B attached hereto,  in each case free and clear of all Liens (except as
set forth on  Schedule  3.2(a)  attached  hereto).  All of the  Shares  are duly
authorized,  validly  issued,  fully paid and  nonassessable.  No DCAP Entity is
authorized  to issue any capital  stock other than Common  Shares,  there are no
outstanding  securities or evidences of indebtedness of any DCAP Entity that are
convertible  into or  exchangeable  for any  Common  Shares  of any DCAP  Entity
("Derivative  Securities")  and there are no  outstanding  options,  warrants or
other rights or commitments for the purchase or acquisition of any Common Shares
or Derivative Securities of any DCAP Entity. At the Closing, EXTECH will acquire
good and marketable title to the Shares, free and clear of all Liens.

     (b) The DCAP Entities are engaged in the respective  businesses  identified
on Schedule B attached  hereto.  No DCAP Entity has made any  investments in, or
owns,  any of the capital  stock of, or any other  proprietary  interest in, any
other Person.

     (c)  Except  for the  DCAP  Entities  or as set  forth on  Schedule  3.2(b)
attached hereto,  neither  Shareholder has made any investments in, or owns, any
of the capital stock of, or any other proprietary  interest in, any other Person
engaged  in any  business  which  is  similar  to or  competitive  with the DCAP
Business.

3.3 Consents. Except as set forth on Schedule 3.3 attached hereto, no consent of
any Body or other  Person was or is required to be received by or on the part of
any DCAP Entity or either of the  Shareholders  to enable either  Shareholder to
enter  into and  carry  out this  Agreement  and the  transactions  contemplated
hereby,  including,  without  limitation,  the  transfer to EXTECH of all of the
right,  title and interest of the  Shareholders in and to the Shares.  Except as
set forth on Schedule 3.3, all such consents have been obtained.

3.4 Authority;  Binding Nature of Agreement.  Each of the  Shareholders  has the
power to enter into this Agreement and to carry out his  respective  obligations

EXTECH CORPORATION
                                        8

hereunder.  This Agreement  constitutes the valid and binding obligation of each
of the Shareholders and is enforceable in accordance with its terms.

3.5  Financial  Statements.  The  DCAP  Financial  Statements  (i) are  true and
complete,  (ii)  are in  accordance  with  the  Books  and  Records  of the DCAP
Entities,  (iii)  fairly  present the  combined  financial  position of the DCAP
Entities  and  separate  financial  position  of each DCAP Entity as of the DCAP
Balance Sheet Date and the combined and separate results of their operations for
the year then  ended,  and (iv)  were  prepared  in  conformity  with  generally
accepted  accounting  principles  consistently  applied  throughout  the periods
covered thereby.

3.6  Liabilities.  As at the DCAP  Balance  Sheet  Date,  no DCAP Entity had any
Liabilities,  other than those Liabilities  reflected or reserved against in the
DCAP Balance  Sheet,  and there was no basis for the assertion  against any DCAP
Entity of any material  Liability not so reflected or reserved  against therein.
As of the date hereof, the aggregate  Liabilities of the Affiliated Companies to
the Joint Ventures do not exceed $104,000.

3.7 Actions Since the Balance Sheet Date. Except as otherwise expressly provided
or set forth in, or required by, this Agreement, or as set forth in Schedule 3.7
attached  hereto,  since the DCAP  Balance  Sheet  Date,  no DCAP Entity has (i)
incurred  any  material  Liability,  (ii) made any wage or salary  increases  or
granted any bonuses;  (iii)  mortgaged,  pledged or subjected to any Lien any of
its assets,  or permitted  any of its assets to be  subjected to any Lien;  (iv)
sold,  assigned or  transferred  any of its assets,  except in the  ordinary and
usual  course  of  business  consistent  with past  practice;  (v)  changed  its
accounting  methods,  principles or practices;  (vi) revalued any of its assets,
including,  without  limitation,  writing down the value of inventory or writing
off notes or accounts receivable; (vii) incurred any damage, destruction or loss
(whether or not covered by insurance) adversely affecting its assets or business
which has had or could be reasonably expected to have a Material Adverse Effect;
(viii) cancelled any indebtedness or waived or released any right or claim which
has had or could be reasonably  expected to have a Material Adverse Effect; (ix)
incurred  any  material  adverse  change in  employee  relations;  (x)  amended,
cancelled or  terminated  any Contract or Permit or entered into any Contract or
Permit  which is not in the  ordinary  course of business  consistent  with past
practice;  (xi) increased or changed its assumptions  underlying,  or methods of
calculating,  any doubtful  account  contingency or other reserves;  (xii) paid,
discharged or satisfied  any  Liabilities  other than the payment,  discharge or
satisfaction  in the  ordinary  course of business of  Liabilities  set forth or
reserved  for on the DCAP Balance  Sheet or incurred in the  ordinary  course of
business;  (xiii)  made any  capital  expenditure,  entered  into  any  lease or
incurred any obligation to make any capital expenditure;  (xiv) failed to pay or
satisfy  when due any  Liability;  (xv)  failed to carry on its  business in the
ordinary  course,  consistent with the past practices,  so as to reasonably keep
available the services of its employees, and to preserve its assets and business
and the goodwill of its  suppliers,  customers,  distributors  and others having
business  relations  with it;  (xvi)  disposed  of or  allowed  the lapse of any
Proprietary  Rights or  disclosed  to any  person  any  Proprietary  Rights  not
theretofore a matter of public knowledge; or (xvii) other than this Agreement or
the transactions  contemplated hereby, entered into any transaction or course of
conduct not in the ordinary and usual  course of business  and  consistent  with
past practice.

EXTECH CORPORATION
                                        9

3.8 Adverse  Developments.  Except as set forth on Schedule 3.8 attached hereto,
since the DCAP Balance Sheet Date,  there has been no material adverse change in
the assets, business,  operations (financial or otherwise),  or prospects of any
DCAP Entity, there has been no act or omission on the part of any DCAP Entity or
others which would form the basis for the  assertion  against any DCAP Entity of
any material  Liability,  no other event has occurred  which could be reasonably
expected to have a Material Adverse Effect and neither of the Shareholders knows
of any  development  or  threatened  development  of a  nature  which  could  be
reasonably expected to have a Material Adverse Effect.

3.9 Taxes. All taxes, including,  without limitation,  income, property,  sales,
use,  utility,  franchise,   capital  stock,  excise,  value  added,  employees'
withholding,  social  security  and  unemployment  taxes  imposed  by the United
States,  any state,  locality or any  foreign  country,  or by any other  taxing
authority,  which have or may become due or payable by each DCAP Entity, and all
interest and penalties thereon,  whether disputed or not, have been paid in full
or  adequately  provided  for by reserves  shown in its Books and  Records;  all
deposits  required  by law to be made by each  DCAP  Entity or with  respect  to
estimated  income,  franchise and  employees'  withholding  taxes have been duly
made; and all tax returns, including estimated tax returns, required to be filed
have been duly and timely  filed.  No  extension of time for the  assessment  of
deficiencies for any year is in effect. No deficiency notice is proposed,  or to
the knowledge of either Shareholder, threatened against any DCAP Entity. The tax
returns of the DCAP Entities have never been audited.  No sales or use taxes are
required to be collected in connection with the operation of the DCAP Business.

3.10 Ownership of Assets; Interest in Assets.

     3.10.1 Assets  Generally.  Except as set forth on Schedule  3.10.1 attached
hereto,  the DCAP Entities own outright,  and have good and marketable title to,
or lease pursuant to leases  described on Schedule 3.14, all of their respective
assets (including all assets reflected in the DCAP Balance Sheet,  except as the
same may have been  disposed  of in the  ordinary  and usual  course of business
consistent with past practice since the DCAP Balance Sheet Date), free and clear
of all  Liens.  Upon  consummation  of the  transactions  contemplated  by  this
Agreement,  except as set forth on Schedule  3.10.1,  the DCAP Entities will own
their  respective  assets,  free and clear of all Liens.  The assets of the DCAP
Entities  are  sufficient  to permit  them to conduct  the DCAP  Business as now
conducted.  None  of  the  assets  of  the  DCAP  Entities  are  subject  to any
restriction  with regard to  transferability.  There are no  Contracts  with any
Person with respect to the acquisition of any of the assets of the DCAP Entities
or any rights or interests therein.

     3.10.2  Interest in Assets.  Neither  Shareholder,  directly or indirectly,
owns any  property  or  rights,  tangible  or  intangible,  used in or  related,
directly or indirectly, to the DCAP Business.

3.11  Insurance.  Schedule 3.11  attached  hereto sets forth a true and complete
list and brief description of all policies of fire, liability and other forms of
insurance held by each DCAP Entity.  Except as set forth in Schedule 3.11,  such
policies are valid,  outstanding and enforceable  policies, as to which premiums

EXTECH CORPORATION
                                       10

have  been  paid  currently,   are  with  reputable  insurers  believed  by  the
Shareholders  to be financially  sound and are consistent  with the practices of
similar concerns engaged in substantially  similar operations as those currently
conducted  by the DCAP  Entities.  Except as set forth in Schedule  3.11,  there
exists no state of facts, and no event has occurred,  which might reasonably (i)
form the  basis for any claim  against  any DCAP  Entity  not fully  covered  by
insurance  for  liability  on account of any  express  or  implied  warranty  or
tortious  omission or  commission,  or (ii) result in any  material  increase in
insurance premiums.

3.12  Litigation;  Compliance  with Law.  Except as set forth on  Schedule  3.12
attached hereto,  there are no Actions relating to any DCAP Entity or any of its
assets or business  pending or, to the  knowledge  of each of the  Shareholders,
threatened, or any order, injunction,  award or decree outstanding,  against any
DCAP Entity or against or relating to any of its assets or  business;  and there
exists no basis for any such Action which would have a Material  Adverse Effect.
No  Affiliated  Company and, to the  knowledge of each of the  Shareholders  and
DCAP, no Joint Venture is in violation of any law, regulation, ordinance, order,
injunction,  decree,  award, or other  requirement of any  governmental or other
regulatory  body,  court or arbitrator  relating to its assets or business,  the
violation of which would have a Material  Adverse Effect.  Without  limiting the
generality of the foregoing,  each of the  Affiliated  Companies has complied in
all material respects with all laws,  regulations and other  requirements of all
government and other regulatory  bodies with respect to franchises.  Neither the
establishment   nor  operation  of  the  Joint  Ventures   (including,   without
limitation,  the use by the Joint  Ventures  of the  "DCAP" or "DCAP  Insurance"
name)  required or requires  any filings with the New York State  Department  of
State or any  other  governmental  or other  regulatory  body  with  respect  to
franchising,  or was or is  subject  to any laws,  rules or  regulations  of the
States of New York or New Jersey or the Untied States of America with respect to
franchising.  None of the DCAP Entities has any Liability to any franchisee, for
rescission or otherwise,  in connection with the offering or sale of franchises.
DCAP  Management  Inc.  ("Management")  is the only  DCAP  Entity  that has ever
offered or sold  franchises.  No DCAP Entity has ever offered or sold franchises
to any  Person  residing  or doing  business  outside  of the State of New York.
Management did not offer or sell  franchises  prior to the effective date of its
registration with the State of New York with respect thereto.

3.13 Real Property. Schedule 3.13 attached hereto sets forth a brief description
of all real  properties  which are leased to the DCAP  Entities and the terms of
the respective leases, including the identity of the lessor, the rental rate and
other charges,  and the term of the lease.  No DCAP Entity owns outright the fee
simple title in and to any real property.  The real property leases described in
Schedule 3.13 that relate to the leased properties described therein are in full
force and effect and all amounts payable  thereunder have been paid. All uses of
such real  properties by the Affiliated  Companies and, to the knowledge of each
of the  Shareholders  and  DCAP,  the Joint  Ventures  conform  in all  material
respects to the terms of the leases relating thereto and conform in all material
respects to all applicable building and zoning ordinances, laws and regulations.
None of such  leases may be expected  to result in the  expenditure  of material
sums for the restoration of the premises upon the expiration of their respective
terms.

EXTECH CORPORATION
                                       11

3.14  Agreements  and  Obligations;  Performance.  Except as listed and  briefly
described in Schedule 3.14 attached  hereto (the "Listed  Agreements"),  no DCAP
Entity is a party to, or bound by, and neither Shareholder,  with respect to any
DCAP  Entity,  is a party to, or bound by,  any:  (i)  Contract  which  involves
aggregate  payments or receipts in excess of $5,000 that cannot be terminated at
will without  penalty or premium or any continuing  Liability;  (ii) Contract of
any kind with any officer, director, shareholder,  manager, member or partner of
the DCAP Entity;  (iii)  Contract  which is violation of  applicable  law;  (iv)
Contract for the purchase, sale or lease of any materials, products, supplies or
services which  contains,  or which commits or will commit it for, a fixed term;
(v) Contract of employment not terminable at will without  penalty or premium or
any continuing Liability; (vi) deferred compensation, bonus or incentive plan or
Contract not  cancelable  at will without  penalty or premium or any  continuing
obligation or liability;  (vii) management or consulting Contract not terminable
at will without penalty or premium or any continuing Liability; (viii) except as
set forth in Schedule 3.13, lease for real or personal property; (ix) license or
royalty Contract; (x) Contract relating to indebtedness for borrowed money; (xi)
union or other  collective  bargaining  Contract;  (xii) Contract  which, by its
terms,  requires  the consent of any party  thereto to the  consummation  of the
transactions  contemplated hereby; (xiii) Contract containing covenants limiting
the freedom of the DCAP Entity or any  officer,  employee,  partner,  manager or
member  thereof to engage or compete in any line of  business or with any Person
in any  geographical  area; (xiv) Contract or option relating to the acquisition
or sale of any business; (xv) voting agreement or similar Contract; (xvi) option
for the  purchase of any asset,  tangible or  intangible;  or (xvii)  franchise,
license  or  advertising  Contract;  (xviii)  Contract  with the  United  States
government,  any state,  local or foreign government or any agency or department
thereof;  (xix)  Contract  that grants any person any right of first  refusal or
similar right; (xx) other Contract which materially affects any of its assets or
business,  whether directly or indirectly,  or which was entered into other than
in the ordinary and usual course of business  consistent  with past practice.  A
true  and  correct  copy of each  of the  written  Listed  Agreements  has  been
delivered,  or made available,  to EXTECH.  Each DCAP Entity has in all material
respects performed all obligations  required to be performed by it to date under
all  of  the  Listed  Agreements,  is not in  Default  under  any of the  Listed
Agreements and has received no notice of any dispute, Default or alleged Default
thereunder  which  has  not  heretofore  been  cured  or  which  notice  has not
heretofore been withdrawn. Neither Shareholder knows of any Default under any of
the Listed  Agreements  by any other party  thereto or by any other Person bound
thereunder.

3.15 Condition of Assets.  Except as set forth on Schedule 3.15 attached hereto,
all machinery, equipment, vehicles and other assets used by the DCAP Entities in
the conduct of the DCAP Business are in good operating condition,  ordinary wear
and tear excepted.

3.16 Permits and Licenses.  Schedule 3.16 attached  hereto sets forth a true and
complete  list of all Permits  from all Bodies held by the DCAP  Entities.  Each
DCAP Entity has all Permits of all Bodies  required to carry on its  business as
presently  conducted and to offer and sell its products and  services;  all such
Permits are in full force and effect, and, to the knowledge of the Shareholders,
no suspension or  cancellation  of any of such Permits is  threatened;  and each
DCAP Entity is in  compliance in all material  respects  with all  requirements,
standards and procedures of the Bodies which have issued such Permits. Except as

EXTECH CORPORATION
                                       12

set forth on Schedule 3.16, no notice to,  declaration,  filing or  registration
with,  or Permit  from,  any Body or any other  Person is required to be made or
obtained  by any DCAP  Entity  or  either  Shareholder  in  connection  with the
execution, delivery or performance of this Agreement and the consummation of the
transactions contemplated hereby.

3.17 Occupational Heath and Safety and Environmental  Matters. The operations of
the DCAP  Business do not require,  and no DCAP Entity has, any Permits from any
Bodies relating to occupational  health and safety or  environmental  matters to
lawfully  conduct the DCAP Business.  There is no litigation,  investigation  or
other  proceeding  pending  or, to the  knowledge  of each of the  Shareholders,
threatened or known to be  contemplated by any Body in respect of or relating to
the  DCAP  Business  or  the  assets  of  the  DCAP  Entities  with  respect  to
occupational health and safety or environmental  matters.  All operations of the
DCAP Business have been conducted in compliance  with all, and no DCAP Entity is
liable in any respect for any  violation of any,  applicable  federal,  state or
local  laws or  regulations  pertaining  to  occupational  health and safety and
environmental  matters,  including,  without  limitation,  those relating to the
emission,  discharge, storage, release or disposal of Materials of Environmental
Concern  into  ambient  air,  surface  water,  ground  water or land  surface or
sub-surface  strata  or  otherwise  relating  to  the  manufacture,  processing,
distribution, use, handling, disposal or transport of Materials of Environmental
Concern.  No DCAP Entity nor either  Shareholder  has  received  any notice of a
possible claim or citation  against or in respect of any real property leased by
any  DCAP  Entity,  or with  regard  to its  assets  or  business,  relating  to
occupational  health  and safety or  environmental  matters  and  neither of the
Shareholders is aware of any basis for any such Action.

3.18  Intellectual  Property.  Schedule 3.18 sets forth a true and complete list
and brief  description  of all  Proprietary  Rights  which are owned by any DCAP
Entity  or in which,  or with  regard  to  which,  it has any right or  interest
(including,   without  limitation,   the  identity  of  the  DCAP  Entity,  each
application number,  serial number or registration number, the class of goods or
services covered and the expiration date for each country in which  Intellectual
Property has been  registered).  Except as set forth in Schedule  3.14  attached
hereto,  DCAP owns all right, title and interest in and to all software utilized
by the DCAP Entities in the operation of their  business  (such  software  being
described  on  Schedule  3.18),  free and clear of all  Liens,  subject  only to
license  agreements  with the Joint  Ventures as described on Schedule  3.14. No
other  Person has any  proprietary  or other  interest  in any such  Proprietary
Rights and no DCAP Entity is a party to or bound by any Contract  requiring  the
payment to any Person of any  royalty.  No DCAP  Entity is  infringing  upon any
Proprietary  Rights or otherwise is violating the rights of any third party with
respect thereto, and no proceedings have been instituted,  and no claim has been
received  by any DCAP  Entity,  and neither  Shareholder  is aware of any claim,
alleging any such violation.  There are no pending  applications  with regard to
any  Proprietary  Right.  Each DCAP Entity has taken all  reasonable and prudent
steps to protect the Proprietary  Rights from  infringement by any other Person.
No other Person (i) has the right to use any Trademark of any DCAP Entity either
in  identical  form or in such near  resemblance  thereto as to be likely,  when
applied to the goods or services of any such  Person,  to cause  confusion  with
such Trademarks or to cause a mistake or to deceive,  (ii) has notified any DCAP
Entity  that it is claiming  any  ownership  of or right to use any  Proprietary
Rights, or (iii) to the best of each Shareholder's knowledge, is infringing upon
any Proprietary Rights in any way.

EXTECH CORPORATION
                                       13

3.19 Compensation Information. Schedule 3.19 attached hereto contains a true and
complete list of the names and current  salary rates of, bonus  commitments  to,
and other  compensatory  arrangements  with,  all  officers  and  other  persons
employed and/or retained by each DCAP Entity.

3.20 Employee Benefit Plans.

     (a)  Schedules  3.20  (a),  (b) and (c)  attached  hereto  list  all of the
"pension"  and  "welfare"  benefit  plans  (within  the  respective  meanings of
sections 3(2) and 3(1) of the Employee  Retirement  Income Security Act of 1974,
as amended  ["ERISA"]),  maintained  by each DCAP  Entity,  or to which it makes
employer  contributions  with respect to its  employees,  a complete and correct
copy of each of which has been  delivered  to  EXTECH.  There are no vested  and
unfunded benefits under any such plans.

     (b) All of the  pension and profit  sharing  plans  maintained  by the DCAP
Entities (herein collectively  referred to as the "Pension Plans") are listed in
Schedule   3.20(a).   Each  of  the  Pension  Plans  has  received  a  favorable
determination  letter as to its  qualification  under section 401(a) of the Code
(including,  but not limited to, amendments made by ERISA), nothing has occurred
with  respect  to any such  Pension  Plan  which  would  cause  the loss of such
qualification,  and the  Shareholders  have delivered to EXTECH true and correct
copies of all such determination letters.

     (c) All of the pension  plans not  maintained  by the DCAP  Entities but to
which they make employer  contributions  with respect to their employees (herein
collectively  referred to as the "Other  Pension  Plans") are listed in Schedule
3.20(b). Each of the Other Pension Plans is a "multi- employer plan" (within the
meaning  of  section  3(37) of  ERISA),  but no DCAP  Entity  is a  "substantial
employer"  (within the meaning of section  4001(a)(2)  of ERISA) with respect to
any of the Other Pension Plans.

     (d) All  contributions  required by law or required under the Pension Plans
with  respect to plan years ended  prior to the  Closing  Date have been made by
each DCAP  Entity.  With  regard to the  current  plan year of each of the Other
Pension  Plans,  all  contributions  required to meet the employer  contribution
obligations of each DCAP Entity,  under section 412 of the Code, Part 3 of Title
I(B) of ERISA, such Other Pension Plan or any applicable  collective  bargaining
agreement,  with  respect to that portion of the current plan year ending on the
Closing Date,  shall have been made on or prior to the Closing Date by such DCAP
Entity.

     (e) No Pension Plan or related  trust has  terminated,  and no  "reportable
event"  (within  the  meaning of section  4043(b)  of ERISA) has  occurred  with
respect to any of the Pension Plans or the  participation  of any DCAP Entity in
any of the Other Pension Plans, other than the transactions contemplated by this
Agreement, since the effective date of ERISA.

     (f) None of the  Pension  Plans  which are  subject  to the  provisions  of
section 412 of the Code or Part 3 of Title I(B) of ERISA or their related trusts

EXTECH CORPORATION
                                       14

has  incurred  any  "accumulated  funding  deficiency"  (within the  meanings of
section 412(a) of the Code and section 302 of ERISA) since the effective date of
ERISA.

     (g) No DCAP Entity has incurred any Liability  (except for required premium
payments,  which  premium  payments have been made for plan years ended prior to
the Closing Date, to the Pension Benefit Guaranty Corporation),  with respect to
the Pension Plans.

     (h) All of the welfare plans  maintained by each DCAP Entity or to which it
makes employer  contributions with respect to its employees (herein collectively
referred to as the "Welfare Plans" and together with the Pension Plans and Other
Pension Plans, the "Pension and Welfare Plans")) are listed in Schedule 3.20(c).
There are no Actions pending or, to the knowledge of either of the Shareholders,
threatened, and neither of the Shareholders has any knowledge of any facts which
could  give rise to any  Actions  against  any of the  Pension  Plans,  or (with
respect to the  participation  of any DCAP  Entity  therein)  against any of the
Other  Pension Plans or Welfare  Plans,  or against any DCAP Entity with respect
thereto.

     (i) Each DCAP Entity has  satisfied in all material  respects all reporting
and disclosure  requirements applicable to it under ERISA, and the Department of
Labor and Internal  Revenue Service  regulations  promulgated  thereunder,  with
respect  to all of the  Pension  and  Welfare  Plans,  and each DCAP  Entity has
delivered  to EXTECH true and  complete  copies of the most  recently  filed and
disclosed  Forms  EBS-1,  Forms 5500 and 5500-C  (with  exhibits),  1976  "ERISA
Notices" and summary plan description for the Pension and Welfare Plans.

     (j) None of the Pension and Welfare Plans or any of their  related  trusts,
or any DCAP Entity or any trustee, administrator or other "party in interest" or
"disqualified  person"  (within the meaning of section 3(14) of ERISA or section
4975(e)(2)  of the Code,  respectively)  with  respect to the Pension or Welfare
Plans,  has  engaged in any  "prohibited  transaction"  (within  the  meaning of
section 408 of ERISA or section 4975(c)(23) or (d) of the Code), with respect to
the  participation  of any DCAP Entity  therein,  which could subject any of the
Pension or Welfare Plans or related  trusts,  or any trustee,  administrator  or
other  fiduciary of any Plan,  or any DCAP Entity or EXTECH,  or any other party
dealing  with the  Pension  or Welfare  Plans,  to the  penalties  or excise tax
imposed on prohibited transactions by section 502(i) of ERISA or section 4975 of
the Code.

     (k) The Trustees of each of the Pension Plans have completed their required
annual  accountings for the most recent plan years, such accountings  accurately
reflect the financial  positions of the Pension Plans as at such date,  and true
and complete  copies of the Trustees'  reports or schedules of such  accountings
have been delivered to EXTECH.

3.21 No Breach.  Neither  the  execution  and  delivery  of this  Agreement  nor
compliance by either of the Shareholders  with any of the provisions  hereof nor
the consummation of the transactions contemplated hereby, will:

EXTECH CORPORATION
                                       15

     (a)  violate  or  conflict  with  any  provision  of  the   Certificate  of
Incorporation, ByLaws or other organizational document of any DCAP Entity;

     (b) except as set forth on Schedule  3.21  attached  hereto (the  "Required
Waivers"), (i) violate or, alone or with notice or the passage of time, or both,
result in a breach or  termination  of, or otherwise give any party the right to
terminate, or declare a Default under, or have any right of first refusal under,
the  terms  of any  real  property  lease,  license  agreement  or  shareholders
agreement  to  which  either  Shareholder  or any DCAP  Entity  is a party or is
otherwise bound or (ii) require either  Shareholder to resign, or permit another
Person to require that either  Shareholder  resign, as an officer or director of
any DCAP Entity (it being represented and warranted that, except as set forth on
Schedule 3.21, all Required Waivers have been obtained);

     (c)  violate  or,  alone or with  notice or the  passage of time,  or both,
result in the breach or termination of, or otherwise give any party the right to
terminate,  or declare a Default under, the terms of any other Contract to which
any DCAP Entity or either of the Shareholders is a party or by which any of them
may be bound,  the violation,  breach or termination of which,  or Default under
which, would have a Material Adverse Effect ;

     (d) result in the  creation  of any Lien upon any of the assets of any DCAP
Entity;

     (e) violate any judgment,  order,  injunction,  decree or award against, or
binding upon, any DCAP Entity or either of the  Shareholders  or upon any of the
assets of any DCAP Entity; and/or

     (f)  violate  any law or  regulation  of any  jurisdiction  relating to any
Affiliated Company, either of the Shareholders, or the DCAP Business, or, to the
knowledge of each of the Shareholders and DCAP, any Joint Venture, the violation
of which would have a Material Adverse Effect.

3.22  Brokers.  No DCAP  Entity  nor  either of the  Shareholders  has  engaged,
consented to, or authorized any broker, finder, investment banker or other third
party to act on its or his behalf, directly or indirectly, as a broker or finder
in connection with the transactions contemplated by this Agreement.

3.23  Employment  Relations.  (a) Each  DCAP  Entity is in  compliance  with all
Federal,  state and other  applicable  laws,  rules and  regulations  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages and hours,  and has not engaged in any unfair labor practice which, in any
of the foregoing cases,  could have a Material Adverse Effect;  (b) there is not
pending,  or, to the  knowledge  of each of the  Shareholders,  threatened,  any
unfair labor practice  charge or complaint  against any DCAP Entity by or before
the National Labor Relations Board or any comparable  state agency or authority;
(c) there is no labor strike,  dispute,  slowdown or stoppage pending or, to the
knowledge of each of the Shareholders,  threatened against or involving any DCAP
Entity;  (d)  neither  of the  Shareholders  is aware of any union  organization

EXTECH CORPORATION
                                       16

effort respecting the employees of any DCAP Entity; (e) no grievance which might
have a  Material  Adverse  Effect  on any  DCAP  Entity  or the  conduct  of its
business,  nor any arbitration proceeding arising out of or under any collective
bargaining agreement, is pending and no claim therefor has been asserted; (f) no
litigation, arbitration, administrative proceeding or governmental investigation
is now pending, and, to the knowledge of each of the Shareholders, no Person has
made  any  claim  or  has  threatened  litigation,  arbitration,  administrative
proceeding  or  governmental  investigation  against,  arising  out of  any  law
relating to  discrimination  against employees or employment  practices;  (g) no
collective  bargaining  agreement  is  currently  being  negotiated  by any DCAP
Entity;  and (h) no DCAP Entity has experienced any material labor  difficulties
during  the last  three  (3)  years.  There  has not been,  and  neither  of the
Shareholders  anticipates,   any  material  adverse  change  in  relations  with
employees of any DCAP Entity as a result of the announcement of the transactions
contemplated by this Agreement.

3.24 Prior Names and Addresses. Since inception, except as set forth on Schedule
3.24  attached  hereto,  no DCAP  Entity has used any  business  name or had any
business  address other than its current name and the business address set forth
in Schedule A and B attached hereto.

3.25  Payments.  No  Affiliated  Company  and, to the  knowledge  of each of the
Shareholders  and DCAP, no Joint Venture has,  directly or  indirectly,  paid or
delivered any fee, commission or other sum of money or item or property, however
characterized,  to any finder,  agent, client,  customer,  supplier,  government
official or other Person,  in the United States or any other  country,  which is
illegal under any federal,  state or local laws of the United States (including,
without limitation, the U.S. Foreign Corrupt Practices Act).

3.26 Books and Records. Each Affiliated Company and, to the knowledge of each of
the  Shareholders  and DCAP,  each  Joint  Venture  has made and kept (and given
EXTECH access to) Books and Records and accounts,  which, in reasonable  detail,
accurately and fairly reflect the activities of its business. No DCAP Entity has
engaged in any  material  transaction,  maintained  any bank account or used any
corporate funds in connection with its business  except for  transactions,  bank
accounts and funds which have been and are reflected in the normally  maintained
books and records of the DCAP Entity.

3.27 Americans with Disabilities Act Compliance. All facilities owned, leased or
used  by  the  Affiliated  Companies  and,  to  the  knowledge  of  each  of the
Shareholders and DCAP, the Joint Ventures (collectively  "Facilities") have been
constructed  and  maintained  in full  compliance  with the ADA.  No  Affiliated
Company and, to the  knowledge of each of the  Shareholders  and DCAP,  no Joint
Venture has received any notice to the effect,  or otherwise been advised,  that
any such Facilities are not in compliance with the ADA. Neither  Shareholder has
any  reason  to  anticipate  that  any  existing  circumstances  at  any  of the
Facilities are likely to result in violation of the ADA.

3.28 Proxy  Statement.  The information to be furnished by the  Shareholders and
each DCAP Entity for inclusion in the Proxy  Statement,  when furnished,  and at
all times to and including the time of the  stockholders'  meeting  convened for

EXTECH CORPORATION
                                       17

the  purpose of  obtaining  Stockholder  Approval,  will not  contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary to
make the statements therein contained not misleading.

3.29 Untrue or Omitted Facts.  No  representation,  warranty or statement by the
Shareholders in this Agreement contains any untrue statement of a material fact,
or omits  to state a fact  necessary  in  order  to make  such  representations,
warranties  or  statements  not  materially  misleading.  Without  limiting  the
generality  of  the  foregoing,  there  is  no  fact  known  to  either  of  the
Shareholders  that has had,  or which  may be  reasonably  expected  to have,  a
Material Adverse Effect that has not been disclosed in this Agreement.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF EXTECH

     EXTECH  makes  the  following   representations   and   warranties  to  the
Shareholders,  each of which shall be deemed material, and the Shareholders,  in
executing,  delivering and  consummating  this  Agreement,  have relied upon the
correctness and completeness of each of such representations and warranties:

4.1 Valid Corporate  Existence.  EXTECH is a corporation validly existing and in
good standing  under the laws of the State of Delaware.  EXTECH has the power to
carry  on its  business  as now  conducted  and to own  its  assets.  EXTECH  is
qualified to do business in the State of New York, is not required to qualify in
any other jurisdiction in order to own its assets or to carry on its business as
now conducted, and there has not been any claim by any other jurisdiction to the
effect  that  EXTECH is required to qualify or  otherwise  be  authorized  to do
business as a foreign corporation therein. The copies of EXTECH's Certificate of
Incorporation,  as amended to date  (certified  by the Secretary of the State of
Delaware) and By-Laws,  as amended to date (certified by its  Secretary),  which
have been delivered to the  Shareholders,  are true and complete copies of those
documents as in effect on the date hereof.

4.2  Capitalization.  The  authorized  capital  stock of EXTECH  consists of Ten
Million  (10,000,000)  shares of Common  Stock,  $.01 par  value,  of which Five
Million Five Hundred Ninety- One Thousand Three Hundred Sixty-Seven  (5,591,367)
shares are issued and outstanding.  All of such issued and outstanding shares of
Common Stock are duly authorized,  validly issued, fully paid and nonassessable.
The EXTECH Shares to be issued and delivered to the Shareholders as contemplated
by Article II hereof will be duly and validly authorized and, when so issued and
delivered, will be duly and validly issued, fully paid and nonassessable.

4.3 Consents. Except as set forth on Schedule 4.3 attached hereto, no consent of
any Body or other  Person is required to be received by or on the part of EXTECH
to enable it to enter  into and carry out this  Agreement  and the  transactions
contemplated hereby.

EXTECH CORPORATION
                                       18

4.4 Corporate Authority;  Binding Nature of Agreement.  EXTECH has the corporate
power to enter into this Agreement and to carry out its  obligations  hereunder.
The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of EXTECH and,  except for  Stockholder  Approval,  no other corporate
proceedings  on the part of EXTECH are  necessary to authorize the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.  This Agreement  constitutes the valid and binding  obligation of EXTECH
and is enforceable in accordance with its terms.

4.5 SEC Report.  EXTECH has previously  delivered to the Shareholders a true and
complete copy,  including exhibits,  of its Annual Report on Form 10-KSB for the
fiscal year ended  December 31, 1997 (the "SEC  Report"),  such report being the
only report filed by EXTECH with the SEC since  January 1, 1998.  The SEC Report
does not contain any untrue  statement of a material  fact, or fail to state any
material fact required to be stated  therein or necessary to make the statements
made therein not materially misleading.

4.6 No  Breach.  Neither  the  execution  and  delivery  of this  Agreement  nor
compliance by EXTECH with any of the provisions  hereof nor the  consummation of
the transactions contemplated hereby, will:

     (a)  violate  or  conflict  with  any  provision  of  the   Certificate  of
Incorporation or By- Laws of EXTECH;

     (b)  violate,  or alone or with  notice or the  passage  of time,  or both,
result in the breach or termination of, or otherwise give any party the right to
terminate, or declare a Default under, the terms of any Contract to which EXTECH
is a party or by which it may be bound, the violation,  breach or termination of
which, or Default under which, would have a Material Adverse Effect;

     (c) result in the creation of any Lien upon any of the assets of EXTECH;

     (d) violate any judgment,  order,  injunction,  decree or award against, or
binding upon, EXTECH or upon any of its assets; or

     (e) subject to the accuracy of the representations made by the Shareholders
in Article VI hereof, violate any law or regulation of any jurisdiction relating
to EXTECH, the violation of which would have a Material Adverse Effect.

4.7 Actions Since the Balance Sheet Date. Except as otherwise expressly provided
or set forth in, or  required  by,  this  Agreement,  or as set forth in the SEC
Report or Schedule 4.7 attached  hereto,  since the EXTECH  Balance  Sheet Date,
EXTECH has not (i) incurred any material Liability, (ii) made any wage or salary
increases or granted any bonuses;  (iii) mortgaged,  pledged or subjected to any
Lien any of its assets,  or  permitted  any of its assets to be subjected to any
,

EXTECH CORPORATION
                                       19

Lien;  (iv)  sold  assigned  or  transferred  any of its  assets,  except in the
ordinary and usual course of business consistent with past practice; (v) changed
its  accounting  methods,  principles  or  practices;  (vi)  revalued any of its
assets,  including,  without limitation,  writing down the value of inventory or
writing off notes or accounts receivable; (vii) incurred any damage, destruction
or loss (whether or not covered by insurance)  adversely affecting its assets or
business  which  has had or  could be  reasonably  expected  to have a  Material
Adverse  Effect;  (viii)  cancelled any  indebtedness  or waived or released any
right or claim which has had or could be reasonably  expected to have a Material
Adverse Effect; (ix) incurred any material adverse change in employee relations;
(x) amended,  cancelled or terminated any Contract or Permit or entered into any
Contract or Permit  which is not in the ordinary  course of business  consistent
with past practice;  (xi) increased or changed its  assumptions  underlying,  or
methods of  calculating,  any doubtful  account  contingency or other  reserves;
(xii) paid,  discharged  or satisfied  any  Liabilities  other than the payment,
discharge or  satisfaction in the ordinary course of business of Liabilities set
forth or reserved  for on the EXTECH  Balance  Sheet or incurred in the ordinary
course of business; (xiii) made any capital expenditure,  entered into any lease
or incurred any obligation to make any capital expenditure;  (xiv) failed to pay
or satisfy when due any  Liability;  (xv) failed to carry on its business in the
ordinary  course,  consistent with the past practices,  so as to reasonably keep
available the services of its employees, and to preserve its assets and business
and the goodwill of its  suppliers,  customers,  distributors  and others having
business  relations  with it;  (xvi)  disposed  of or  allowed  the lapse of any
Proprietary  Rights or  disclosed  to any  person  any  Proprietary  Rights  not
theretofore a matter of public knowledge; or (xvii) other than this Agreement or
the transactions  contemplated hereby, entered into any transaction or course of
conduct not in the ordinary and usual  course of business  and  consistent  with
past practice..

4.8 Adverse Developments. Since the EXTECH Balance Sheet Date, there has been no
material  adverse  change in the  assets,  business,  operations  (financial  or
otherwise),  or  prospects  of EXTECH,  there has been no act or omission on the
part of EXTECH or others  which would form the basis for the  assertion  against
EXTECH of any material  Liability,  no other event has  occurred  which could be
reasonably  expected to have a Material  Adverse Effect and, except as set forth
in the SEC Report or set forth in Schedule 4.8 attached hereto,  EXTECH does not
know of any  development  or threatened  development  of a nature which could be
reasonably expected to have a Material Adverse Effect.

4.9 Taxes. All taxes, including,  without limitation,  income, property,  sales,
use,  utility,  franchise,   capital  stock,  excise,  value  added,  employees'
withholding,  social  security  and  unemployment  taxes  imposed  by the United
States,  any state,  locality or any  foreign  country,  or by any other  taxing
authority,  which have or may become due or payable by EXTECH,  and all interest
and  penalties  thereon,  whether  disputed  or not,  have  been paid in full or
adequately provided for by reserves shown in its Books and Records; all deposits
required  by law to be made by  EXTECH  or with  respect  to  estimated  income,
franchise  and  employees'  withholding  taxes have been duly made;  and all tax
returns,  including  estimated tax returns,  required to be filed have been duly
and timely filed.  No extension of time for the assessment of  deficiencies  for
any year is in effect. No deficiency notice is proposed,  or to the knowledge of
EXTECH, threatened against EXTECH.

EXTECH CORPORATION
                                       20

4.10  Ownership  of  Assets;   Interest  in  Assets.  EXTECH  owns  outright  or
indirectly, and has good and marketable title to, directly or indirectly, all of
its  respective  assets  (including  all assets  reflected in the EXTECH Balance
Sheet,  except as the same may have been  disposed of in the  ordinary and usual
course of business  consistent with past practice since the EXTECH Balance Sheet
Date),  free and clear of all  Liens.  The assets of EXTECH  are  sufficient  to
permit it to conduct its business as now conducted.  There are no Contracts with
any Person with respect to the acquisition of any of the assets of EXTECH or any
rights or interests therein.

4.11  Insurance.  Schedule 4.11  attached  hereto sets forth a true and complete
list and brief description of all policies of fire, liability and other forms of
insurance held by EXTECH.  Except as set forth in Schedule  4.11,  such policies
are valid,  outstanding and enforceable policies, as to which premiums have been
paid currently, are with reputable insurers believed by EXTECH to be financially
sound and are  consistent  with the  practices  of similar  concerns  engaged in
substantially  similar operations as those currently conducted by EXTECH. Except
as set forth in Schedule 4.11,  there exists no state of facts, and no event has
occurred, which might reasonably (i) form the basis for any claim against EXTECH
not fully  covered by  insurance  for  liability  on  account of any  express or
implied  warranty or  tortious  omission  or  commission,  or (ii) result in any
material increase in insurance premiums.

4.12  Litigation;  Compliance with Law. Except as described in the SEC Report or
Schedule 4.12 attached hereto, there are no Actions relating to EXTECH or any of
its assets or business  pending or, to the knowledge of EXTECH,  threatened,  or
any order, injunction, award or decree outstanding, against EXTECH or against or
relating  to any of its assets or  business;  and there  exists no basis for any
such  Action  which  would  have a  Material  Adverse  Effect.  EXTECH is not in
violation of any law, regulation,  ordinance, order, injunction,  decree, award,
or other  requirement of any  governmental or other  regulatory  body,  court or
arbitrator relating to its assets or business, the violation of which would have
a Material Adverse Effect.

4.13 Real  Property.  The SEC Report sets forth a brief  description of all real
properties  which are leased to EXTECH and the terms of the  respective  leases,
including the identity of the lessor, the rental rate and other charges, and the
term of the lease.  EXTECH does not own  outright the fee simple title in and to
any real  property.  The real  property  leases  described in Schedule 4.13 that
relate to the leased  properties  described therein are in full force and effect
and all  amounts  payable  thereunder  have  been  paid.  All uses of such  real
properties by EXTECH conform in all material respects to the terms of the leases
relating thereto and conform in all material respects to all applicable building
and zoning ordinances, laws and regulations. None of such leases may be expected
to  result  in the  expenditure  of  material  sums for the  restoration  of the
premises upon the expiration of their respective terms.

4.14  Agreements  and  Obligations;  Performance.  Except as listed and  briefly
described in Schedule 4.14 attached  hereto (the "Listed  Agreements") or listed
in the SEC  Report,  EXTECH is not a party to, or bound by,  any:  (i)  Contract
which involves aggregate payments or receipts in excess of $5,000 that cannot be

EXTECH CORPORATION
                                       21

terminated at will without penalty or premium or any continuing Liability;  (ii)
Contract of any kind with any officer,  director or shareholder of EXTECH; (iii)
Contract  which is violation of applicable  law; (iv) Contract for the purchase,
sale or lease of any materials,  products,  supplies or services which contains,
or which commits or will commit it for, a fixed term; (v) Contract of employment
not terminable at will without  penalty or premium or any continuing  Liability;
(vi) deferred  compensation,  bonus or incentive plan or Contract not cancelable
at will without  penalty or premium or any  continuing  obligation or liability;
(vii)  management or consulting  Contract not terminable at will without penalty
or premium or any continuing  Liability;  (viii) except as set forth in Schedule
4.13, lease for real or personal property; (ix) license or royalty Contract; (x)
Contract  relating  to  indebtedness  for  borrowed  money;  (xi) union or other
collective bargaining Contract; (xii) Contract which, by its terms, requires the
consent  of  any  party  thereto  to  the   consummation  of  the   transactions
contemplated  hereby;  (xiii) Contract containing covenants limiting the freedom
of EXTECH or any officer or employee thereof to engage or compete in any line of
business or with any Person in any  geographical  area; (xiv) Contract or option
relating to the  acquisition or sale of any business;  (xv) voting  agreement or
similar  Contract;  (xvi)  option for the  purchase  of any asset,  tangible  or
intangible;  or (xvii)  franchise,  license  or  advertising  Contract;  (xviii)
Contract  with the  United  States  government,  any  state,  local  or  foreign
government  or any agency or  department  thereof;  (xix) other  Contract  which
materially  affects  any  of  its  assets  or  business,   whether  directly  or
indirectly,  or which was  entered  into  other than in the  ordinary  and usual
course of business  consistent  with past  practice.  A true and correct copy of
each of the written Listed Agreements has been delivered,  or made available, to
the Shareholders.  EXTECH has in all material respects performed all obligations
required to be  performed by it to date under all of the Listed  Agreements,  is
not in Default under any of the Listed  Agreements and has received no notice of
any dispute, Default or alleged Default thereunder which has not heretofore been
cured or which notice has not heretofore been withdrawn. EXTECH does not know of
any Default under any of the Listed  Agreements by any other party thereto or by
any other Person bound thereunder.

4.15 Condition of Assets.  Except as set forth on Schedule 4.15 attached hereto,
all  machinery,  equipment,  vehicles  and  other  assets  used by EXTECH in the
conduct of its business are in good operating condition,  ordinary wear and tear
excepted.

4.16 Permits and Licenses.  Schedule 4.16 attached  hereto sets forth a true and
complete  list of all  Permits  from all Bodies  held by EXTECH.  EXTECH has all
Permits of all Bodies  required to carry on its business as presently  conducted
and to offer and sell its  products and  services;  all such Permits are in full
force and effect, and, to the knowledge of EXTECH, no suspension or cancellation
of any of such  Permits  is  threatened;  and  EXTECH  is in  compliance  in all
material respects with all requirements,  standards and procedures of the Bodies
which have issued such Permits.  Except as set forth on Schedule 4.16, no notice
to,  declaration,  filing or registration  with, or Permit from, any Body or any
other Person is required to be made or obtained by EXTECH in connection with the
execution, delivery or performance of this Agreement and the consummation of the
transactions contemplated hereby.

4.17 Occupational Heath and Safety and Environmental  Matters. The operations of
EXTECH's business do not require, and EXTECH does not have, any Permits from any

EXTECH CORPORATION
                                       22

Bodies relating to occupational  health and safety or  environmental  matters to
lawfully  conduct its business.  There is no litigation,  investigation or other
proceeding  pending or, to the  knowledge of EXTECH,  threatened  or known to be
contemplated  by any Body in respect of or relating to EXTECH's  business or the
assets of EXTECH with respect to occupational health and safety or environmental
matters.  All operations of EXTECH's  business have been conducted in compliance
with all,  and EXTECH is not liable in any  respect  for any  violation  of any,
applicable   federal,   state  or  local  laws  or  regulations   pertaining  to
occupational  health and safety and environmental  matters,  including,  without
limitation,  those  relating to the  emission,  discharge,  storage,  release or
disposal of Materials of Environmental  Concern into ambient air, surface water,
ground water or land surface or subsurface  strata or otherwise  relating to the
manufacture,  processing,  distribution, use, handling, disposal or transport of
Materials  of  Environmental  Concern.  EXTECH has not  received any notice of a
possible claim or citation  against or in respect of any real property leased by
EXTECH,  or with  regard to its assets or  business,  relating  to  occupational
health and safety or environmental  matters and EXTECH is not aware of any basis
for any such Action.

4.18  Intellectual  Property.  Schedule 4.18 sets forth a true and complete list
and brief description of all Proprietary  Rights which are owned by EXTECH or in
which, or with regard to which, it has any right or interest (including, without
limitation,  each application number,  serial number or registration number, the
class of goods or services  covered and the expiration  date for each country in
which  Intellectual  Property  has  been  registered).  Except  as set  forth on
Schedule 4.18, no other Person has any proprietary or other interest in any such
Proprietary  Rights  and  EXTECH  is not a party  to or  bound  by any  Contract
requiring  the payment to any Person of any  royalty.  EXTECH is not  infringing
upon any  Proprietary  Rights or otherwise is violating  the rights of any third
party with respect  thereto,  and no proceedings  have been  instituted,  and no
claim has been  received  by  EXTECH,  and  EXTECH  is not  aware of any  claim,
alleging any such violation.  There are no pending  applications  with regard to
any  Proprietary  Right.  EXTECH has taken all  reasonable  and prudent steps to
protect the Proprietary  Rights from  infringement by any other Person. No other
Person (i) has the right to use any Trademark of EXTECH either in identical form
or in such near resemblance  thereto as to be likely,  when applied to the goods
or services of any such Person,  to cause  confusion with such  Trademarks or to
cause a mistake or to deceive,  (ii) has notified EXTECH that it is claiming any
ownership  of or right to use any  Proprietary  Rights,  or (iii) to the best of
EXTECH's knowledge, is infringing upon any Proprietary Rights in any way.

4.19 Compensation Information. Schedule 4.19 attached hereto contains a true and
complete list of the names and current  salary rates of, bonus  commitments  to,
and other  compensatory  arrangements  with,  all  officers  and  other  persons
employed and/or retained by EXTECH.

4.20 Employee Benefit Plans.

     (a)  Schedules  4.20  (a),  (b) and (c)  attached  hereto  list  all of the
"pension"  and  "welfare"  benefit  plans  (within  the  respective  meanings of
sections  3(2) and 3(1) of ERISA),  maintained  by EXTECH,  or to which it makes
employer  contributions  with respect to its  employees,  a complete and correct
copy of each of which  has been  delivered  to the  Shareholders.  There  are no
vested and unfunded benefits under any such plans.

EXTECH CORPORATION
                                       23

     (b) All of the  pension  and  profit  sharing  plans  maintained  by EXTECH
(herein collectively  referred to as the "Pension Plans") are listed in Schedule
4.20(a). Each of the Pension Plans has received a favorable determination letter
as to its  qualification  under section 401(a) of the Code  (including,  but not
limited to, amendments made by ERISA),  nothing has occurred with respect to any
such Pension Plan which would cause the loss of such  qualification,  and EXTECH
has  delivered  to  the  Shareholders  true  and  correct  copies  of  all  such
determination letters.

     (c) All of the pension plans not maintained by EXTECH but to which it makes
employer  contributions  with  respect  to its  employees  (herein  collectively
referred to as the "Other Pension Plans") are listed in Schedule  4.20(b).  Each
of the Other  Pension  Plans is a  "multiemployer  plan"  (within the meaning of
section 3(37) of ERISA), but EXTECH is not a "substantial  employer" (within the
meaning of section 4001(a)(2) of ERISA) with respect to any of the Other Pension
Plans.

     (d) All  contributions  required by law or required under the Pension Plans
with  respect to plan years ended  prior to the  Closing  Date have been made by
EXTECH. With regard to the current plan year of each of the Other Pension Plans,
all  contributions  required to meet the employer  contribution  obligations  of
EXTECH, under section 412 of the Code, Part 3 of Title I(B) of ERISA, such Other
Pension Plan or any applicable collective bargaining agreement,  with respect to
that  portion of the current  plan year ending on the Closing  Date,  shall have
been made on or prior to the Closing Date by EXTECH.

     (e) No Pension Plan or related  trust has  terminated,  and no  "reportable
event"  (within  the  meaning of section  4043(b)  of ERISA) has  occurred  with
respect to any of the Pension Plans or the participation of EXTECH in any of the
Other Pension Plans, other than the transactions contemplated by this Agreement,
since the effective date of ERISA.

     (f) None of the  Pension  Plans  which are  subject  to the  provisions  of
section 412 of the Code or Part 3 of Title I(B) of ERISA or their related trusts
has  incurred  any  "accumulated  funding  deficiency"  (within the  meanings of
section 412(a) of the Code and section 302 of ERISA) since the effective date of
ERISA.

     (g) EXTECH has not incurred  any  Liability  (except for  required  premium
payments,  which  premium  payments have been made for plan years ended prior to
the Closing Date, to the Pension Benefit Guaranty Corporation),  with respect to
the Pension Plans.

     (h) All of the  welfare  plans  maintained  by  EXTECH or to which it makes
employer  contributions  with  respect  to its  employees  (herein  collectively
referred to as the "Welfare Plans" and together with the Pension Plans and Other
Pension Plans, the "Pension and Welfare Plans")) are listed in Schedule 4.20(c).
There are no Actions  pending or, to the  knowledge of EXTECH,  threatened,  and
EXTECH  does not have any  knowledge  of any facts  which could give rise to any
Actions against any of the Pension Plans, or (with respect to the  participation
of EXTECH  therein)  against any of the Other Pension Plans or Welfare Plans, or
against EXTECH with respect thereto.

EXTECH CORPORATION
                                       24

     (i) EXTECH  has  satisfied  in all  material  respects  all  reporting  and
disclosure  requirements  applicable  to it under ERISA,  and the  Department of
Labor and Internal  Revenue Service  regulations  promulgated  thereunder,  with
respect to all of the Pension and Welfare Plans, and EXTECH has delivered to the
Shareholders  true and complete  copies of the most recently filed and disclosed
Forms EBS-1,  Forms 5500 and 5500-C (with  exhibits),  1976 "ERISA  Notices" and
summary plan description for the Pension and Welfare Plans.

     (j) None of the Pension and Welfare Plans or any of their  related  trusts,
or  EXTECH,  or any  trustee,  administrator  or other  "party in  interest"  or
"disqualified  person"  (within the meaning of section 3(14) of ERISA or section
4975(e)(2)  of the Code,  respectively)  with  respect to the Pension or Welfare
Plans,  has  engaged in any  "prohibited  transaction"  (within  the  meaning of
section 408 of ERISA or section 4975(c)(23) or (d) of the Code), with respect to
the  participation of EXTECH therein,  which could subject any of the Pension or
Welfare  Plans  or  related  trusts,  or any  trustee,  administrator  or  other
fiduciary of any Plan, or EXTECH, or any other party dealing with the Pension or
Welfare Plans, to the penalties or excise tax imposed on prohibited transactions
by section 502(i) of ERISA or section 4975 of the Code.

     (k) The Trustees of each of the Pension Plans have completed their required
annual  accountings for the most recent plan years, such accountings  accurately
reflect the financial  positions of the Pension Plans as at such date,  and true
and complete  copies of the Trustees'  reports or schedules of such  accountings
have been delivered to the Shareholders.

4.21 Brokers.  EXTECH has not engaged,  consented to, or authorized  any broker,
finder, investment banker or other third party to act on its behalf, directly or
indirectly,   as  a  broker  or  finder  in  connection  with  the  transactions
contemplated by this Agreement.

4.22 Employment Relations.  (a) EXTECH is in compliance with all Federal,  state
and other  applicable  laws,  rules and  regulations  respecting  employment and
employment  practices,  terms and  conditions of employment and wages and hours,
and has not engaged in any unfair labor practice  which, in any of the foregoing
cases,  could have a Material Adverse Effect;  (b) there is not pending,  or, to
the  knowledge  of EXTECH,  threatened,  any  unfair  labor  practice  charge or
complaint  against EXTECH by or before the National Labor Relations Board or any
comparable  state agency or authority;  (c) there is no labor  strike,  dispute,
slowdown or stoppage pending or, to the knowledge of EXTECH,  threatened against
or involving EXTECH;  (d) EXTECH is not aware of any union  organization  effort
respecting the employees of EXTECH; (e) no grievance which might have a Material
Adverse Effect on EXTECH or on the conduct of its business,  nor any arbitration
proceeding  arising  out of or under any  collective  bargaining  agreement,  is
pending and no claim therefor has been asserted; (f) no litigation, arbitration,
administrative proceeding or governmental  investigation is now pending, and, to
the  knowledge  of  EXTECH,  no  Person  has  made any  claim or has  threatened
litigation, arbitration, administrative proceeding or governmental investigation
against,  arising out of any law relating to discrimination against employees or
employment practices;  (g) no collective bargaining agreement is currently being
negotiated  by EXTECH;  and (h) EXTECH has not  experienced  any material  labor

EXTECH CORPORATION
                                       25

difficulties  during the last three (3)  years.  There has not been,  and EXTECH
does not anticipate,  any material adverse change in relations with employees of
EXTECH as a result of the announcement of the transactions  contemplated by this
Agreement.

4.23 Payments.  EXTECH has not,  directly or  indirectly,  paid or delivered any
fee,   commission   or  other  sum  of  money  or  item  or  property,   however
characterized,  to any finder,  agent, client,  customer,  supplier,  government
official or other Person,  in the United States or any other  country,  which is
illegal under any federal,  state or local laws of the United States (including,
without limitation, the U.S. Foreign Corrupt Practices Act).

4.24 Books and  Records.  EXTECH  has made and kept (and given the  Shareholders
access  to) Books  and  Records  and  accounts,  which,  in  reasonable  detail,
accurately  and fairly  reflect the  activities of its business.  EXTECH has not
engaged in any  material  transaction,  maintained  any bank account or used any
corporate funds in connection with its business  except for  transactions,  bank
accounts and funds which have been and are reflected in the normally  maintained
books and records of EXTECH.

4.25 Americans with Disabilities Act Compliance. All facilities owned, leased or
used by EXTECH (collectively  "Facilities") have been constructed and maintained
in full  compliance  with the ADA.  EXTECH  has not  received  any notice to the
effect,  or  otherwise  been  advised,  that  any  such  Facilities  are  not in
compliance  with the ADA.  EXTECH has no reason to anticipate  that any existing
circumstances  at any of the Facilities are likely to result in violation of the
ADA.

4.26 Proxy Statement. The Proxy Statement (excluding information to be furnished
by the  Shareholders or any DCAP Entity to EXTECH for inclusion  therein),  when
furnished to the Company's  stockholders,  and at all times to and including the
time  of the  stockholders'  meeting  convened  for  the  purpose  of  obtaining
Stockholder  Approval,  will not contain any untrue statement of a material fact
or omit to state any  material  fact  necessary to make the  statements  therein
contained not misleading.

4.27 Untrue or Omitted Facts. No representation, warranty or statement by EXTECH
in this Agreement  contains any untrue statement of a material fact, or omits to
state a fact  necessary  in order to make such  representations,  warranties  or
statements not  materially  misleading.  Without  limiting the generality of the
foregoing,  there is no fact  known to  EXTECH  that  has had,  or which  may be
reasonably  expected  to  have,  a  Material  Adverse  Effect  that has not been
disclosed in this Agreement.

                                    ARTICLE V

                              PRE-CLOSING COVENANTS

5.1  Shareholder  Covenants.  The  Shareholders,  jointly and severally,  hereby
covenant  that,  from and after the date hereof and until the Closing or earlier
termination of this Agreement:

EXTECH CORPORATION
                                       26

     (a) Access. The Shareholders shall cause the DCAP Entities to afford to the
officers, attorneys,  accountants and other authorized representatives of EXTECH
free and full access,  during regular business hours and upon reasonable notice,
to all of their Books and Records,  personnel and properties so that EXTECH,  at
its own expense, may have full opportunity to make such review,  examination and
investigation  as EXTECH may desire of the DCAP Entities and the DCAP  Business.
The  Shareholders  will cause the  employees,  accountants,  attorneys and other
agents and  representatives  of the DCAP  Entities to cooperate  fully with said
review,  examination and investigation and to make full disclosure to EXTECH and
its  representatives  of all material  facts  affecting the DCAP  Business.  The
Shareholders acknowledge and agree that no review,  examination or investigation
heretofore or hereafter undertaken by EXTECH or its representatives  shall limit
or  affect  any  representation  or  warranty  made by the  Shareholders  in, or
otherwise relieve the Shareholders from any liability under, this Agreement.

     (b) Conduct of Business.  The Shareholders shall cause the DCAP Entities to
conduct their  business only in the ordinary and usual course and make no change
in any of its business  practices and policies without the prior written consent
of EXTECH.  Without  limiting the  generality  of the  foregoing,  and except as
otherwise  expressly  provided  in this  Agreement,  prior to the  Closing,  the
Shareholders  shall not  cause or  permit  any DCAP  Entity,  without  the prior
written consent of EXTECH, to:

          (i)  amend  its  Certificate  of   Incorporation,   By-Laws  or  other
     organizational document;

          (ii)  enter  into,   adopt  or  amend  any  bonus,   profit   sharing,
     compensation,  severance,  termination,  stock option,  stock  appreciation
     right,  restricted  stock,   performance  unit,  stock  equivalent,   stock
     purchase, pension, retirement, deferred compensation, employment, severance
     or other employee benefit Contract,  trust, plan, fund or other arrangement
     for the benefit or welfare of any director,  officer,  manager or employee,
     or  (except  for  normal  increases  in the  ordinary  course  of  business
     consistent  with past practice that, in the  aggregate,  do not result in a
     material  increase in benefits or compensation  expense to the DCAP Entity)
     increase in any manner the compensation or fringe benefits of any director,
     officer,  manager or employee  or pay any benefit not  required by any plan
     and arrangement as in effect as of the date hereof;

          (iii)  acquire,  sell,  lease or  dispose of any  assets  outside  the
     ordinary  course of business  consistent  with past  practice or any assets
     which in the aggregate are material to the DCAP Entity;

          (iv) acquire (by merger,  consolidation,  or  acquisition  of stock or
     assets) any  corporation,  partnership  or other business  organization  or
     division thereof;

          (v) take any other  action  outside  the  ordinary  course of business
     consistent with past practice; or

EXTECH CORPORATION
                                       27

          (vi) adopt any resolution,  or enter into or amend any Contract,  with
     respect to any of the foregoing.

     (c) Insurance.  The Shareholders  shall cause the DCAP Entities to maintain
in force the insurance  policies  listed in Schedule 4.11,  except to the extent
that they may be replaced with  equivalent  policies at the same or lower rates.
If, in EXTECH's  opinion,  additional  coverage is necessary to keep  adequately
insured the DCAP Entities'  properties,  the  Shareholders  shall cause the DCAP
Entities  to obtain (to the extent  available)  such  additional  insurance,  at
EXTECH's  expense,  from financially  sound and reputable  insurers for a period
ending no sooner than the close of business on the Closing Date;  provided that,
if the  Closing  shall  fail to occur,  the  Shareholders  shall  cause the DCAP
Entities to promptly cancel such policies for additional insurance and return to
EXTECH any refunds of premiums paid by EXTECH on account thereof.

     (d) Liabilities. The Shareholders shall not cause or permit any DCAP Entity
to incur any  Liability,  except for those  incurred in the  ordinary  and usual
course of its business consistent with past practice,  without the prior written
consent of EXTECH; nor shall the Shareholders cause or permit any DCAP Entity to
pay any Liability other than: (i) the foregoing  Liabilities;  (ii)  Liabilities
set forth in the Balance  Sheet;  (iii)  Liabilities  arising  after the Balance
Sheet Date in the  ordinary and usual  course of business  consistent  with past
practice;  and (iv) Liabilities with respect to which the DCAP Entity shall have
received the prior written consent of EXTECH.

     (e)  Preservation  of  Business.  The  Shareholders  shall  cause  the DCAP
Entities  to  use  their  best  efforts  to  preserve   intact  their   business
organization  and  keep  available  the  services  of  their  present  officers,
managers, employees and consultants,  maintain good relationships with customers
and suppliers and preserve their goodwill.

     (f) No Breach.

          (i) The Shareholders will each (A) use his best efforts to assure that
     all of his  representations  and warranties  contained  herein are true and
     correct as of the Closing as if  repeated  at and as of such time,  that no
     Default shall occur with respect to any of his  covenants,  representations
     or warranties  contained  herein that has not been cured by the Closing and
     that all  conditions to EXTECH's  obligation to enter into and complete the
     Closing are  satisfied in a timely  manner;  (B) not  voluntarily  take any
     action or do anything which will cause a Default respecting such covenants,
     representations  or  warranties  or would impede the  satisfaction  of such
     conditions;  and (C)  promptly  notify  EXTECH of any  event or fact  which
     represents  or is  likely  to cause  such a  Default  or  result in such an
     impediment.

          (ii) Without  limiting the  generality of the  foregoing,  each of the
     Shareholders  agrees to use his best efforts to take, or cause to be taken,
     all  actions,  and to do,  or  cause  to be  done,  all  things  reasonably
     necessary,  proper or advisable  under  applicable  laws and regulations to
     consummate  and  make  effective  the  transactions  contemplated  by  this

EXTECH CORPORATION
                                       28

     Agreement, including, without limitation, taking such actions as reasonably
     may be required to have the Proxy Statement  cleared by the SEC as promptly
     as practicable after filing.

     (g) Consents.  Promptly following the execution of this Agreement,  each of
the Shareholders will use his best efforts,  and will cause the DCAP Entities to
use their best  efforts,  to obtain  consents  of all  Bodies and other  Persons
necessary  for  the  consummation  of  the  transactions  contemplated  by  this
Agreement.

     (h) Unaudited  Financial  Statements.  The Shareholders will cause the DCAP
Entities to provide  EXTECH with such  unaudited  financial  statements  of, and
other  financial  information  with  respect  to,  the DCAP  Entities  up to and
including the Closing Date as EXTECH may reasonably request.

     (i) No Negotiations.  For so long as this Agreement shall remain in effect,
neither of the  Shareholders  will,  nor will either of them cause or permit any
DCAP Entity to, directly or indirectly,  (a) solicit or initiate  discussions or
engage in  negotiations  with any Person  ("Potential  Offeror")  (whether  such
negotiations  are  initiated  by them or  otherwise),  other than  EXTECH,  with
respect to the possible acquisition,  financing or change of control of any DCAP
Entity, whether by way of merger,  acquisition of stock,  acquisition of assets,
or otherwise  (a  "Potential  Transaction");  (b) provide any  information  with
respect to any DCAP Entity or any of their  respective  businesses  or assets to
any Person, other than EXTECH, in connection with a Potential  Transaction;  (c)
enter into any  Contract  with any  Person,  other than  EXTECH,  concerning  or
relating  to a  Potential  Transaction;  or (d) act in any way in  response to a
Potential  Transaction.  If the Shareholders,  the DCAP Entities, or any of them
receives any unsolicited offer or proposal to enter into  negotiations  relating
to a Potential  Transaction,  they shall immediately  notify EXTECH of such fact
and shall return any such written offer to such Potential Offeror.

5.2 EXTECH  Covenants.  EXTECH hereby  covenants  that,  from and after the date
hereof and until the Closing or earlier termination of this Agreement:

     (a) Access. EXTECH shall afford to the officers, attorneys, accountants and
other  authorized  representatives  of the  Shareholders  free and full  access,
during regular  business hours and upon reasonable  notice,  to all of its Books
and Records,  personnel and  properties so that the  Shareholders,  at their own
expense,  may  have  full  opportunity  to make  such  review,  examination  and
investigation  as they may desire of EXTECH and its business.  EXTECH will cause
its employees,  accountants,  attorneys and other agents and  representatives to
cooperate fully with said review, examination and investigation and to make full
disclosure to the Shareholders and their  representatives  of all material facts
affecting  its  business.   EXTECH  acknowledges  and  agrees  that  no  review,
examination  or  investigation   heretofore  or  hereafter   undertaken  by  the
Shareholders or their  representatives  shall limit or affect any representation
or warranty  made by EXTECH in, or otherwise  relieve  EXTECH from any liability
under, this Agreement.

EXTECH CORPORATION
                                       29

     (b) Conduct of  Business.  EXTECH will  conduct  its  business  only in the
ordinary and usual  course and make no change in any of its  business  practices
and policies without the prior written consent of the  Shareholders  except that
EXTECH  may,  without  such  consent,  take  such  actions  with  regard  to its
subsidiary,   IAH,  Inc.  ("IAH"),   and/or  the  International  Airport  Hotel,
including, without limitation, the settlement of the pending lawsuit between the
Puerto Rico Ports  Authority  and IAH (unless the  settlement  provides  for the
payment of monetary damages by IAH) and the sale, lease or other  disposition of
the  assets of IAH as it, in its sole  discretion,  deems  necessary  or proper.
Without  limiting  the  generality  of the  foregoing,  and except as  otherwise
expressly  provided in this  Agreement,  prior to the Closing,  EXTECH will not,
without the prior written consent of the Shareholders:

          (i) amend its Certificate of  Incorporation or By-Laws (except that it
     may amend it By-Laws to adopt provisions that are contemplated herein to be
     included as an  amendment  to EXTECH's  Certificate  of  Incorporation  and
     subject to Stockholder Approval);

          (ii)  enter  into,   adopt  or  amend  any  bonus,   profit   sharing,
     compensation,  severance,  termination,  stock option,  stock  appreciation
     right,  restricted  stock,   performance  unit,  stock  equivalent,   stock
     purchase, pension, retirement, deferred compensation, employment, severance
     or other employee benefit Contract,  trust, plan, fund or other arrangement
     for the benefit or welfare of any director, officer or employee, or (except
     for normal  increases in the ordinary  course of business  consistent  with
     past practice that, in the aggregate,  do not result in a material increase
     in benefits or compensation  expense to EXTECH)  increase in any manner the
     compensation or fringe benefits of any director, officer or employee or pay
     any benefit not required by any plan and arrangement as in effect as of the
     date hereof;

          (iii)  acquire,  sell,  lease or  dispose of any  assets  outside  the
     ordinary  course of business  consistent  with past  practice or any assets
     which in the aggregate are material to EXTECH;

          (iv) acquire (by merger,  consolidation,  or  acquisition  of stock or
     assets) any  corporation,  partnership  or other business  organization  or
     division thereof;

          (v) take any other  action  outside  the  ordinary  course of business
     consistent with past practice; or

          (vi) adopt any resolution,  or enter into or amend any Contract,  with
     respect to any of the foregoing.

     (c)  Preservation  of Business.  Except as provided  for in Section  5.2(b)
hereof,  EXTECH  will use its best  efforts  to  preserve  intact  its  business
organization and keep available the services of its present officers,  employees
and consultants,  maintain good  relationships  with customers and suppliers and
preserve its goodwill.

EXTECH CORPORATION
                                       30

     (d) No Breach.

          (i) EXTECH  will (A) use its best  efforts  to assure  that all of its
     representations and warranties  contained herein are true and correct as of
     the Closing as if repeated  at and as of such time,  that no Default  shall
     occur with respect to any of its covenants,  representations  or warranties
     contained  herein  that has not  been  cured  by the  Closing  and that all
     conditions to the  Shareholders'  obligation to enter into and complete the
     Closing are  satisfied in a timely  manner;  (B) not  voluntarily  take any
     action or do anything which will cause a Default respecting such covenants,
     representations  or  warranties  or would impede the  satisfaction  of such
     conditions;  and (C) promptly notify the  Shareholders of any event or fact
     which  represents or is likely to cause such a Default or result in such an
     impediment.

          (ii) Without  limiting the generality of the foregoing,  EXTECH agrees
     to use its best efforts to take, or cause to be taken, all actions,  and to
     do,  or  cause to be done,  all  things  reasonably  necessary,  proper  or
     advisable  under  applicable  laws and  regulations  to consummate and make
     effective  the  transactions  contemplated  by this  Agreement,  including,
     without  limitation,  taking such actions as reasonably  may be required to
     have the Proxy  Statement  cleared by the SEC as  promptly  as  practicable
     after filing.

     (e) Consents;  Proxy  Statement.  Promptly  following the execution of this
Agreement, EXTECH will use its best efforts to obtain consents of all Bodies and
other Persons necessary for the consummation of the transactions contemplated by
this Agreement.  EXTECH will furnish the  Shareholders  with a copy of the Proxy
Statement for their review and comment at least two (2) days prior to the filing
thereof with the SEC.

                                   ARTICLE VI

                              ACQUISITION OF SHARES

6.1 Investment Intent; Qualification as Purchaser.

     (a) Certilman,  Haft and each Shareholder  represents and warrants that the
particular  EXTECH Shares and Sterling Foster Shares to be acquired  pursuant to
the terms hereof are being acquired for his own account, for investment purposes
and not  with a view to the  distribution  thereof.  Certilman,  Haft  and  each
Shareholder  each agrees that he will not sell,  assign,  transfer,  encumber or
otherwise  dispose of any of the  particular  EXTECH  Shares or Sterling  Foster
Shares unless (i) a registration statement under the Securities Act with respect
thereto is in effect and the prospectus  included therein meets the requirements
of Section  10 of the  Securities  Act,  or (ii)  EXTECH has  received a written
opinion of its counsel that, after an investigation of the relevant facts,  such
counsel  is of the  opinion  that  such  proposed  sale,  assignment,  transfer,
encumbrance or disposition  does not require  registration  under the Securities
Act.

EXTECH CORPORATION
                                       31

     (b)  Certilman,  Haft and each  Shareholder  understands  that  none of the
EXTECH  Shares  or  Sterling  Foster  Shares  are  being  registered  under  the
Securities  Act and  must be held  indefinitely  unless  they  are  subsequently
registered thereunder or an exemption from such registration is available.

     (c) Certilman,  Haft and each  Shareholder  represents and warrants that he
and  his  purchaser  representative,  if any,  have  reviewed  the  SEC  Report.
Certilman, Haft and each Shareholder represents and warrants further that (i) he
is either an  "accredited  investor,"  as such term is  defined  in Rule  501(a)
promulgated by the SEC under the  Securities  Act, or that he, alone or with his
purchaser representative, if any, has such knowledge and experience in financial
and business  matters that he is capable of  evaluating  the merits and risks of
the  acquisition  of the  particular  EXTECH  Shares and Sterling  Foster Shares
contemplated  hereby; (ii) he is able to bear the economic risk of an investment
in the particular EXTECH Shares and Sterling Foster Shares,  including,  without
limitation,  the  risk of the  loss of  part  or all of his  investment  and the
inability to sell or transfer the particular  EXTECH Shares and Sterling  Foster
Shares  for an  indefinite  period  of  time;  (iii)  he has  adequate  means of
providing for current needs and  contingencies  and has no need for liquidity in
his investment in the particular  EXTECH Shares and Sterling Foster Shares;  and
(iv) he does not have an overall commitment to investments which are not readily
marketable that is excessive in proportion to his net worth and an investment in
the  particular  EXTECH  Shares and Sterling  Foster  Shares will not cause such
overall  commitment to become  excessive.  Certilman,  Haft and each Shareholder
will  execute  and  deliver to EXTECH such  documents  as EXTECH may  reasonably
request in order to confirm the accuracy of the foregoing.

6.2  Restrictive  Legend.  The EXTECH  Shares and Sterling  Foster  Shares to be
issued  or  transferred,  as the  case  may  be,  to  Certilman,  Haft  and  the
Shareholders may not be sold, assigned,  transferred,  encumbered or disposed of
unless they are registered  under the Securities Act or unless an exemption from
such registration is available.  Accordingly,  the following  restrictive legend
will be placed on any instrument,  certificate or other document  evidencing the
EXTECH Shares and Sterling Foster Shares:

           "The shares  represented by this certificate have not been registered
           under the Securities Act of 1933, as amended.  These shares have been
           acquired for investment and not for distribution or resale.  They may
           not be sold, assigned,  mortgaged, pledged, hypothecated or otherwise
           transferred   or  disposed  of  without  an  effective   registration
           statement  for such  shares  under  the  Securities  Act of 1933,  as
           amended or an opinion of counsel for the Company that registration is
           not  required  under  such  Act.  The  shares   represented  by  this
           certificate are held subject to the terms and conditions of a certain
           Agreement,   dated  May  __,  1998,  among  the  Company,  Morton  L.
           Certilman,  Jay M. Haft, Kevin Lang and Abraham Weinzimer,  a copy of
           which is available at the offices of the Company."

EXTECH CORPORATION
                                       32

6.3  Certain  Risk  Factors.  Certilman,  Haft  and  each  of  the  Shareholders
acknowledges that there are significant risks relating to the acquisition of the
EXTECH Shares and Sterling Foster Shares  including,  without  limitation,  as a
result of the matters described in the SEC Report.

                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE
                          OBLIGATION OF EXTECH TO CLOSE

     The obligation of EXTECH to consummate the transactions contemplated hereby
is  subject  to the  fulfillment,  prior  to or at the  Closing,  of each of the
following  conditions,  any one or more of which may be waived by EXTECH (except
when the fulfillment of such condition is a requirement of law):

7.1  Representations  and Warranties.  All representations and warranties of the
Shareholders contained in this Agreement and in any written statement (including
financial  statements),   exhibit,  certificate,   schedule  or  other  document
delivered  pursuant hereto or in connection with the  transactions  contemplated
hereby shall be true and correct in all material  respects (except to the extent
that  any  such   representation   and  warranty  is  already  qualified  as  to
materiality,  in which case such  representation  and warranty shall be true and
correct without further qualification) as at the Closing Date, as if made at the
Closing and as of the Closing Date.

7.2 Covenants. Each of the Shareholders shall have performed and complied in all
material  respects with all covenants and agreements  required by this Agreement
to be performed or complied with by him prior to or at the Closing.

7.3  Certificate.  EXTECH shall have received a  certificate,  dated the Closing
Date,  signed  by  each  of  the  Shareholders,  as to the  satisfaction  of the
conditions contained in Sections 7.1 and 7.2 hereof.

7.4 Shares;  Purchase Price. The Shareholders  shall have tendered to EXTECH the
Shares  and  their  respective   EXTECH  Additional  Shares  Purchase  Price  in
accordance with the provisions of Sections 2.3.2 and 2.4.1 hereof, respectively.

7.5 Sterling Foster Purchases. The Sterling Foster Purchases shall have occurred
concurrently with the Closing as contemplated by Section 2.4.2 hereof.

7.6 Stockholder Approval. Stockholder Approval shall have occurred.

7.7 DCAP  Financial  Statements.  EXTECH  shall have  received  such  historical
audited and unaudited financial statements for the DCAP Entities as are required
by the rules and  regulations  of the SEC to be  included by EXTECH in a Current
Report  on  Form  8-K  with  regard  to the  transactions  contemplated  hereby,
including, without limitation, with respect to the audited financial statements,

EXTECH CORPORATION
                                       33

an  unqualified   report  thereon  by  certified  public   accountants  who  are
"independent"  within  the  meaning  ascribed  to such term in  Regulation  S-X,
promulgated by the SEC.

7.8  Employment  Agreements.  Each of the  Shareholders  shall have executed and
tendered to EXTECH an  employment  agreement in, or  substantially  in, the form
attached hereto as Exhibit 7.8 (the "Employment Agreement").

7.9  Restrictive  Covenant  Agreements.  Each  of the  Shareholders  shall  have
executed  and  tendered  to  EXTECH a  restrictive  covenant  agreement  in,  or
substantially  in, the form  attached  hereto as Exhibit  7.9 (the  "Restrictive
Covenant Agreement").

7.10 Fairness Opinion.  EXTECH shall have received an opinion from an investment
banking firm satisfactory to it to the effect that the transactions contemplated
hereby are fair, from a financial viewpoint, to the stockholders of EXTECH.

7.11 Cold Comfort  Letter.  EXTECH shall have received a "cold  comfort"  letter
from Deutsch  Marin & Company,  dated the Closing  Date,  in form and  substance
reasonably satisfactory to EXTECH (the "Cold Comfort Letter").

7.12 Closing  Notes;  Closing Pledge  Agreements.  The  Shareholders  shall have
executed  and  tendered  to EXTECH  the  Closing  Notes and the  Closing  Pledge
Agreements.

7.13  Opinions of  Counsel.  EXTECH  shall have  received an opinion of counsel,
dated the  Closing  Date,  from (a) Ruskin  Moscou,  Evans &  Faltischek,  P.C.,
counsel  to  the  Shareholders  and  the  DCAP  Entities,  with  respect  to the
representations  and  warranties  set forth in Sections 3.1, 3.4 and 3.21 hereof
and (b) Harold L. Kestenbaum,  P.C. in, or  substantially  in, the form attached
hereto as Exhibit 7.13 (collectively, the "DCAP Opinions").

7.14  Buy Out  Agreement.  Each of the  Shareholders  shall  have  executed  and
tendered to EXTECH a death buy out agreement in, or  substantially  in, the form
attached hereto as Exhibit 7.14 (the "Buy Out Agreement").

7.15 Size of Boards;  Election as Members. The size of the Board of Directors of
each of the Affiliated Companies shall have been fixed at four (4) and Certilman
and Haft shall have been elected as members thereof.

7.16 No Actions. No Action shall have been instituted and be continuing before a
court or before or by Body, or shall have been threatened and be unresolved,  to
restrain or prevent, or obtain any material amount of damages in respect of, the
carrying out of the transactions  contemplated hereby, or which might materially
affect the right of EXTECH to own the Shares  after the Closing  Date,  or which
might have a materially adverse effect thereon.

EXTECH CORPORATION
                                       34

7.17  Consents;  Licenses and Permits.  The  Shareholders  and EXTECH shall have
obtained all  consents,  licenses and other  Permits of Bodies and other Persons
necessary  for the  performance  by each  of  them  of all of  their  respective
obligations under this Agreement, including, without limitation, the transfer of
the Shares as  contemplated  hereby,  and such other  agreements,  consents  and
waivers, if any, including, without limitation, the Required Waivers, to prevent
the  occurrence  of a Default  under any  Contract  to which any DCAP  Entity or
either  Shareholder is a party or is otherwise bound or to otherwise confirm the
representations set forth in Section 3.21 hereof without qualification.

7.18  Sections 4(2) and 4(1)  Compliance.  Each of the  Shareholders  shall have
delivered  to  EXTECH  evidence  reasonably  satisfactory  to  EXTECH  that  his
representations set forth in Article VI hereof are true and correct.

7.19 Actions.  All actions  necessary to authorize the  execution,  delivery and
performance of this Agreement by the  Shareholders  and the  consummation of the
transactions  contemplated hereby shall have been duly and validly taken and the
Shareholders  shall have full  power and right to  consummate  the  transactions
contemplated by this Agreement.

7.20  Additional  Documents.  The  Shareholders  shall have  delivered  all such
certified  resolutions,  certificates  and  documents  with  respect to the DCAP
Entities and the transactions  contemplated  hereby as EXTECH or its counsel may
have reasonably requested.

     Notwithstanding  the  provisions of Sections 7.4, 7.16 and 7.17 hereof,  in
the event of the  institution  of an Action  with  respect to one or more of the
DCAP Entities and/or the failure to obtain any consent,  license or other Permit
of any Body or other  Person with  respect to one or more of the DCAP  Entities,
then,  subject to the other  conditions  hereof,  EXTECH  shall be  obligated to
consummate the transactions  contemplated  hereby if the Shareholders  notify it
that they are willing to exclude the affected  DCAP Entity or DCAP Entities from
the purchase and sale  contemplated  hereby. In such event, the number of EXTECH
Acquisition  Shares  shall  not  be  reduced;   however,  at  the  Closing,  the
Shareholders  and EXTECH  shall  enter  into an  agreement  with  respect to the
excluded  DCAP  Entity  or DCAP  Entities  containing  substantially  the  terms
provided for in Schedule 8 attached hereto.

                                  ARTICLE VIII

                    CONDITIONS PRECEDENT TO THE OBLIGATION OF
                            THE SHAREHOLDERS TO CLOSE

     The  obligation  of  the   Shareholders  to  consummate  the   transactions
contemplated  hereby is subject to the fulfillment,  prior to or at the Closing,
of each of the following  conditions,  any one or more of which may be waived by
the Shareholders (except when the fulfillment of such condition is a requirement
of law):

EXTECH CORPORATION
                                       35

8.1 Representations and Warranties. All representations and warranties of EXTECH
contained in this Agreement and in any written  statement  (including  financial
statements), exhibit, certificate, schedule or other document delivered pursuant
hereto or in connection with the transactions  contemplated hereby shall be true
and  correct  in all  material  respects  (except  to the  extent  that any such
representation  and warranty is already  qualified as to  materiality,  in which
case such  representation and warranty shall be true and correct without further
qualification)  as at the Closing  Date, as if made at the Closing and as of the
Closing Date.

8.2 Covenants. EXTECH shall have performed and complied in all material respects
with all covenants and agreements  required by this Agreement to be performed or
complied with by it prior to or at the Closing.

8.3 Certificate.  The Shareholders shall have received a certificate,  dated the
Closing Date,  signed by the Chairman of the Board or President of EXTECH, as to
the satisfaction of the conditions contained in Sections 8.1 and 8.2 hereof.

8.4 EXTECH Shares.  EXTECH shall have tendered to the Shareholders  certificates
evidencing the respective EXTECH Acquisition Shares and EXTECH Additional Shares
in  accordance   with  the   provisions  of  Section  2.3.2  and  2.4.1  hereof,
respectively.

8.5 Sterling Foster Purchases. The Sterling Foster Purchases shall have occurred
concurrently with the Closing as contemplated by Section 2.4.2 hereof.

8.6 Stockholder  Approval.  Stockholder Approval shall have occurred with regard
to the matters set forth as (i), (ii)(a) and (iii) under the definition thereof.

8.7 Employment Agreements;  Stock Option Agreements.  EXTECH shall have executed
and tendered to the  Shareholders  the  Employment  Agreements  and stock option
agreements in, or  substantially  in, the forms attached  hereto as Exhibits 7.8
and 8.7 (the "Stock Option Agreements"), respectively.

8.8 Certilman and Haft  Purchases.  Certilman and Haft shall have acquired their
respective EXTECH Additional Shares in accordance with the provisions of Section
2.4.1 hereof.

8.9 Closing Loans.  EXTECH shall have tendered to the  Shareholders  the Closing
Loans in accordance with the provisions of Section 2.5.2 hereof.

8.10 Size of Board and Committees;  Election as Directors and Members.  The size
of the Board of Directors of EXTECH and any Audit and Finance Committees thereof
shall have been fixed at four (4) and the  Shareholders  shall have been elected
as members thereof.

EXTECH CORPORATION
                                       36

8.11 Tax Opinion. The Shareholders shall have received an opinion of tax counsel
or other tax advisor to the effect  that the  receipt of the EXTECH  Acquisition
Shares is not a taxable event to the Shareholders by reason of the provisions of
Section 351 of the Code.

8.12  Opinion of Counsel.  The  Shareholders  shall have  received an opinion of
counsel,  dated the Closing Date, from Certilman  Balin Adler & Hyman,  LLP with
respect to the representations and warranties set forth in Sections 4.1, 4.4 and
4.6 hereof (the "EXTECH Opinion").

8.13  Buy  Out  Agreement.  EXTECH  shall  have  executed  and  tendered  to the
Shareholders  the Buy Out Agreement in, or  substantially  in, the form attached
hereto as Exhibit 7.14.

8.14 No Actions. No Action shall have been instituted and be continuing before a
court or before or by a Body, or shall have been  threatened  and be unresolved,
to restrain or prevent,  or obtain any material amount of damages in respect of,
the  carrying  out of the  transactions  contemplated  hereby,  or  which  might
materially affect the right of the Shareholders to own their EXTECH Shares after
the Closing Date, or which might have a materially adverse effect thereon.

8.15  Consents;  Licenses and Permits.  The  Shareholders  and EXTECH shall have
obtained all  consents,  licenses and other  Permits of Bodies and other Persons
necessary for the  performance  by them of all of their  respective  obligations
under  this  Agreement,  including,  without  limitation,  the  issuance  of the
respective  EXTECH Shares to the Shareholders as contemplated  hereby,  and such
other  consents,  if any,  to  prevent  the  occurrence  of a Default  under any
Contract to which EXTECH is a party or is otherwise bound.

8.16  Corporate  Actions.  All actions  necessary  to authorize  the  execution,
delivery and performance of this Agreement by EXTECH and the consummation of the
transactions  contemplated  hereby  shall have been duly and  validly  taken and
EXTECH  shall  have  full  power  and  right  to  consummate  the   transactions
contemplated by this Agreement.

8.17  Additional  Documents.  EXTECH  shall have  delivered  all such  certified
resolutions,   certificates  and  documents  with  respect  to  EXTECH  and  the
transactions  contemplated  hereby as the Shareholders or their counsel may have
reasonably requested.

     Notwithstanding  the  provisions of Sections  8.14 and 8.15 hereof,  in the
event of the  institution  of an Action with  respect to one or more of the DCAP
Entities  and/or the failure to obtain any  consent,  license or other Permit of
any Body or other Person with respect to one or more of the DCAP Entities, then,
subject to the other conditions  hereof,  the Shareholders shall be obligated to
consummate the transactions  contemplated hereby if EXTECH notifies them that it
is  willing  to exclude  the  affected  DCAP  Entity or DCAP  Entities  from the
purchase  and sale  contemplated  hereby.  In such  event,  the number of EXTECH
Acquisition  Shares  shall  not  be  reduced;   however,  at  the  Closing,  the
Shareholders  and EXTECH  shall  enter  into an  agreement  with  respect to the
excluded  DCAP  Entity  or DCAP  Entities  containing  substantially  the  terms
provided for in Schedule 8 attached hereto.

EXTECH CORPORATION
                                                        37

                                   ARTICLE IX

                           CONDITIONS PRECEDENT TO THE
                   OBLIGATIONS OF CERTILMAN AND HAFT TO CLOSE

     The  obligation  of  Certilman  and  Haft to  consummate  the  transactions
contemplated  hereby is subject to the fulfillment,  prior to at the Closing, of
each of the  following  conditions,  any one or more of which  may be  waived by
Certilman  and  Haft  (except  when  the  fulfillment  of  such  condition  is a
requirement of law):

9.1 Shares/EXTECH  Acquisition Shares.  EXTECH shall have acquired the Shares in
consideration  for the issuance of the EXTECH  Acquisition  Shares in accordance
with the provisions of Sections 2.1 and 2.2 hereof.

9.2 Sterling Foster Purchases. The Sterling Foster Purchases shall have occurred
concurrently with the Closing as contemplated by Section 2.4.2 hereof.

9.3 Stockholder Approval. Stockholder Approval shall have occurred.

9.4 EXTECH Additional  Shares.  EXTECH shall have tendered to Certilman and Haft
certificates  evidencing their respective EXTECH Additional Shares in accordance
with the provisions of Section 2.4.1 hereof.

9.5 Shareholder Purchases. The Shareholders shall have acquired their respective
EXTECH  Additional  Shares in  accordance  with the  provisions of Section 2.4.1
hereof.

9.6 Employment Agreements;  Stock Option Agreements.  EXTECH shall have executed
and  tendered to  Certilman  and Haft  Employment  Agreements  and Stock  Option
Agreements in, or  substantially  in, the forms attached  hereto as Exhibits 7.8
and 8.7, respectively.

9.7 No Actions.  No Action shall have been instituted and be continuing before a
court or before or by a Body, or shall have been  threatened  and be unresolved,
to restrain or prevent,  or obtain any material amount of damages in respect of,
the  carrying  out  of the  transactions  contemplated  hereby  or  which  might
materially affect the right of Certilman and Haft to own their respective EXTECH
Additional  Shares  after the Closing  Date,  or which  might have a  materially
adverse effect thereon.

9.8  Corporate  Actions.  All actions  necessary  to  authorize  the  execution,
delivery and performance of this Agreement by EXTECH and the consummation of the
transactions  contemplated  hereby  shall have been duly and  validly  taken and
EXTECH  shall  have  full  power  and  right  to  consummate  the   transactions
contemplated by this Agreement.

EXTECH CORPORATION
                                       38

9.9  Additional  Documents.  EXTECH  shall  have  delivered  all such  certified
resolutions,   certificates  and  documents  with  respect  to  EXTECH  and  the
transactions contemplated hereby as Certilman and Haft or their counsel may have
reasonably requested.

                                    ARTICLE X

                                     CLOSING

10.1 Time and Location.  The closing (the  "Closing")  provided for herein shall
take place at the  offices of  Certilman  Balin  Adler & Hyman,  LLP, 90 Merrick
Avenue,  East Meadow, New York 11554 at 10:00 A.M. on the business day following
Stockholder  Approval or, if, as of such date,  any party shall not be obligated
to close and shall not have waived  such  closing  condition(s),  subject to the
provisions of Article XIII hereof,  on the business day after such later date as
such party or parties  shall be  obligated  to close or shall have  waived  such
closing condition(s),  or at such time and place as may be mutually agreed to by
the parties. Such date is referred to in this Agreement as the "Closing Date."

10.2 Items to be Delivered by the Shareholders. At the Closing, the Shareholders
will deliver or cause to be delivered to EXTECH:

     (a) the certificate required by Section 7.3 hereof;

     (b) certificates  representing the Shares,  duly endorsed or accompanied by
stock powers duly executed, together with evidence satisfactory to EXTECH of the
Shareholders' payment of all transfer taxes with respect thereto;

     (c) the EXTECH Additional Shares Purchase Price for their EXTECH Additional
Shares;

     (d) their respective Employment Agreements and Stock Option Agreements;

     (e) their respective Restrictive Covenant Agreements;

     (f) the Cold Comfort Letter;

     (g) their respective Closing Notes;

     (h) their respective Closing Pledge Agreements;

     (i) the DCAP Opinions; and

     (j) such other  certified  resolutions,  documents and  certificates as are
required to be delivered by the Shareholders  pursuant to the provisions of this

EXTECH CORPORATION
                                       39

Agreement or which otherwise confirm that all of the conditions precedent to the
obligation of EXTECH and/or Certilman and Haft to close have been satisfied.

10.3 Items to be  Delivered by EXTECH.  At the  Closing,  EXTECH will deliver or
cause to be delivered to the  Shareholders  or Certilman  and Haft (and/or their
designee(s)), as the case may be:

     (a) the certificate required by Section 8.3 hereof;

     (b) certificates representing the EXTECH Shares;

     (c) the Employment  Agreements  and Stock Option  Agreements for Certilman,
Haft and the Shareholders;

     (d) the Closing Loans;

     (e) the Closing Pledge Agreements;

     (f) the EXTECH Opinion; and

     (g) such other  certified  resolutions,  documents and  certificates as are
required to be delivered by EXTECH  pursuant to the provisions of this Agreement
or otherwise  confirm that all of the conditions  precedent to the obligation of
the Shareholders and/or Certilman and Haft to close have been satisfied.

10.4 Items to be Delivered by Certilman and Haft. At the Closing,  Certilman and
Haft will deliver or cause to be delivered to EXTECH or the Shareholders, as the
case may be:

     (a) the EXTECH Additional Shares Purchase Price for their EXTECH Additional
Shares; and

     (b) their respective Employment Agreements and Stock Option Agreements.

                                   ARTICLE XI

                              POST-CLOSING MATTERS

11.1 Further  Assurances.  On and after the Closing Date, the parties shall take
all such further  actions and execute and deliver all such  further  instruments
and documents as may be necessary or appropriate  to carry out the  transactions
contemplated by this Agreement.

11.2 Agreement as to Voting. Each of Certilman,  Haft and the Shareholders agree
that,  during the eight (8) year period following the Closing,  (i) he will vote
his respective shares of stock of EXTECH in favor of the others as a director of
EXTECH  provided  that the  particular  person in whose  favor the vote would be

EXTECH CORPORATION
                                       40

remains  in the employ of EXTECH,  (ii) in the event  Certilman  or Haft dies or
otherwise ceases to serve as a director of EXTECH,  the  Shareholders  will vote
their  respective  shares  of stock of EXTECH  in favor of the  designee  of the
survivor of Certilman or Haft (or, in the case of a reason other than death, the
one  remaining  as a  director),  (iii) in the event Lang or  Weinzimer  dies or
otherwise ceases to serve as a director of EXTECH,  Certilman and Haft will vote
their  respective  shares  of stock of EXTECH  in favor of the  designee  of the
survivor of Lang or 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  EXTECH  or (b)  amend  the
Certificate  of  Incorporation  or By-Laws of EXTECH,  in each case  without the
written approval of the others.  In the event of the death or other cessation of
directorship of Certilman, Haft or either Shareholder during such period, unless
the Board  vacancy  is  otherwise  filled as  provided  for above,  EXTECH  will
promptly call a special meeting of stockholders to fill such vacancy.

11.3 Sales of EXTECH Shares.  From time to time after the Closing and during any
time as any promissory note issued pursuant to either  Shareholder's  Employment
Agreement is  outstanding,  the  particular  Shareholder  shall sell, as soon as
possible,  the  maximum  number of shares of Common  Stock of EXTECH that may be
permitted to be sold pursuant to any  registration  statement filed by EXTECH on
their behalf and/or pursuant to Rule 144,  promulgated under the Securities Act,
and to use the proceeds  thereof to satisfy in full his obligations  thereunder.
Until the  foregoing  notes,  the  Additional  Shares Notes and the Closing Loan
Notes have been satisfied in full,  neither  Shareholder shall sell or otherwise
dispose of any of his EXTECH  Shares for less than Fair Market Value without the
prior written consent of EXTECH (which consent shall require the approval of the
Board of Directors of EXTECH) .

                                   ARTICLE XII

                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

12.1  Survival.  The parties  agree that their  respective  representations  and
warranties contained in this Agreement shall survive the Closing for a period of
two (2) years,  except  that the  representations  and  warranties  set forth in
Sections 3.1 (with respect to the valid  existence and good standing of the DCAP
Entities),  3.2, 4.1 (with  respect to the valid  existence and good standing of
EXTECH) and 4.2 shall be of an indefinite  duration and the  representations and
warranties  set forth in Sections 3.9 and 4.9 shall survive until the expiration
of the applicable statute of limitations period.

12.2 Indemnification.

     12.2.1 General  Indemnification  Obligation of the  Shareholders.  From and
after the Closing,  the  Shareholders,  jointly and severally,  will  reimburse,
indemnify  and hold harmless  EXTECH or any DCAP Entity,  as the case may be (in
each case, an "Indemnified EXTECH Party"), against and in respect of:

EXTECH CORPORATION
                                       41

          (a) any and all damages, losses, deficiencies,  liabilities, costs and
     expenses  incurred or suffered by any Indemnified  EXTECH Party that result
     from, relate to or arise out of:

               (i) any  misrepresentation,  breach of warranty or nonfulfillment
          of any agreement or covenant on the part of either  Shareholder  under
          this Agreement,  or from any misrepresentation in or omission from any
          certificate,  schedule, statement, document or instrument furnished to
          EXTECH  pursuant  hereto  or  in  connection  with  the   negotiation,
          execution or performance of this Agreement; and

               (ii) any untrue  statement or omission of a material  fact in the
          Proxy Statement which was based upon  information  furnished by either
          Shareholder individually or on behalf of any DCAP Entity.

          (b) any and all Actions, assessments,  audits, fines, judgments, costs
     and other expenses (including,  without limitation,  reasonable legal fees)
     incident to any of the  foregoing  or to the  enforcement  of this  Section
     12.2.1.

     12.2.2  General  Indemnification  Obligation of EXTECH.  From and after the
Closing,  EXTECH will  reimburse,  indemnify and hold harmless the  Shareholders
against and in respect of:

          (a) any and all damages, losses, deficiencies,  liabilities, costs and
     expenses  incurred or suffered by the Shareholders that result from, relate
     to or arise out of:

               (i) any misrepresentation,  breach of warranty or non-fulfillment
          of any  agreement  or  covenant  on the  part  of  EXTECH  under  this
          Agreement,  or from  any  misrepresentation  in or  omission  from any
          certificate,  schedule, statement, document or instrument furnished to
          the   Shareholders   pursuant   hereto  or  in  connection   with  the
          negotiation, execution or performance of this Agreement; and

               (ii) any untrue  statement or omission of a material  fact in the
          Proxy Statement except to the extent based upon information  furnished
          by either Shareholder individually or on behalf of any DCAP Entity.

          (b) any and all Actions, assessments,  audits, fines, judgments, costs
     and other expenses (including,  without limitation,  reasonable legal fees)
     incident to any of the  foregoing  or to the  enforcement  of this  Section
     12.2.2.

     12.2.3 Method of Asserting Claims, Etc.

          (a) In the event that any claim or demand for which either Shareholder
     would be  liable to an  Indemnified  EXTECH  Party  hereunder  is  asserted
     against or sought to be  collected  from an  Indemnified  EXTECH Party by a
     third party,  EXTECH shall notify the Shareholders of such claim or demand,
     specifying  the  nature  of such  claim or  demand  and the  amount  or the
     estimated

EXTECH CORPORATION
                                       42

     amount  thereof to the extent then feasible  (which  estimate  shall not be
     conclusive  of the final  amount  of such  claim and  demand)  (the  "Claim
     Notice"). The Shareholders shall thereupon, at their sole cost and expense,
     defend the  Indemnified  EXTECH  Party  against  such claim or demand  with
     counsel reasonably satisfactory to EXTECH.

          (b) The  Shareholders  shall not, without the prior written consent of
     the Indemnified EXTECH Party,  consent to the entry of any judgment against
     the  Indemnified  EXTECH Party or enter into any  settlement  or compromise
     which does not include, as an unconditional term thereof (i.e., there being
     no requirement that the Indemnified EXTECH Party pay any amount of money or
     give any other  consideration),  the giving by the claimant or plaintiff to
     the  Indemnified  EXTECH  Party  of  a  release,   in  form  and  substance
     satisfactory to the Indemnified  EXTECH Party, as the case may be, from all
     liability in respect of such claim or litigation. If any Indemnified EXTECH
     Party  desires to  participate  in, but not  control,  any such  defense or
     settlement,  it  may  do so at  its  sole  cost  and  expense.  If,  in the
     reasonable  opinion  of the  Indemnified  EXTECH  Party,  any such claim or
     demand or the litigation or resolution of any such claim or demand involves
     an issue or matter  which  could have a  materially  adverse  effect on the
     business,  operations,  assets,  properties or prospects of the Indemnified
     EXTECH Party or its  affiliates,  then the  Indemnified  EXTECH Party shall
     have the right to control  the defense or  settlement  of any such claim or
     demand  and  its  costs  and  expenses  shall  be  included  as part of the
     indemnification   obligation  of  the  Shareholders  hereunder;   provided,
     however,  that the Indemnified EXTECH Party shall not settle any such claim
     or demand  without the prior  written  consent of the  Shareholders,  which
     consent shall not be unreasonably  withheld or delayed.  If the Indemnified
     EXTECH Party should elect to exercise such right,  the  Shareholders  shall
     have  the  right  to  participate  in,  but not  control,  the  defense  or
     settlement of such claim or demand at their sole cost and expense.

          (c)  Notwithstanding   anything  hereinabove  to  the  contrary,   the
     Indemnified  EXTECH Party shall have the right to employ  separate  counsel
     (including local counsel),  and the Shareholders  shall bear the reasonable
     fees,  costs and expenses of such separate  counsel (and local  counsel) if
     (i)  the  use of  counsel  chosen  by the  Shareholders  to  represent  the
     Indemnified  EXTECH  Party would  present  such  counsel with a conflict of
     interest,  (ii) the actual or potential  defendants  in, or targets of, any
     such action include both the Indemnified  EXTECH Party and the Shareholders
     and the Indemnified EXTECH Party shall have reasonably concluded that there
     may  be  legal  defenses  available  to it  which  are  different  from  or
     additional to those available to the  Shareholders,  (iii) the Shareholders
     shall not have employed counsel reasonably  satisfactory to the Indemnified
     EXTECH Party to represent the Indemnified  EXTECH Party within a reasonable
     time  after  notice  of  the   institution  of  such  action  or  (iv)  the
     Shareholders  shall  authorize  the  Indemnified  EXTECH  Party  to  employ
     separate counsel at the expense of the Shareholders.

          (d) In the event EXTECH should have a claim  against the  Shareholders
     hereunder that does not involve a claim or demand being asserted against or
     sought to be collected from it by a third party,  EXTECH shall send a Claim
     Notice with respect to such claim to the Shareholders.  If the Shareholders
     dispute their liability with respect to such claim or demand,  such dispute
     shall  be  resolved  in  accordance  with  Section  12.3  hereof;   if  the
     Shareholders do not notify EXTECH,

EXTECH CORPORATION
                                       43

     within twenty (20) days from receipt of the Claim Notice, that they dispute
     such  claim,  the  amount  of such  claim  shall be  conclusively  deemed a
     liability of the Shareholders hereunder.

          (e) All  claims for  indemnification  by the  Shareholders  under this
     Agreement  shall be asserted and resolved  under the  procedures  set forth
     hereinabove by substituting in the appropriate place "the Shareholders" for
     "the  Indemnified  EXTECH  Party"  or  "EXTECH",  as the case  may be,  and
     "EXTECH" for "the Shareholders".

     12.2.4 Limitations.

          (a)  Notwithstanding  anything  herein to the contrary,  as to matters
     which are subject to indemnification pursuant to this Section 12.2, neither
     the Shareholders,  on the one hand, nor EXTECH, on the other hand, shall be
     liable unless and until the aggregate claims,  liabilities,  losses,  costs
     and expenses to the Indemnified EXTECH Parties or the Shareholders,  as the
     case may be,  resulting  from such  otherwise  indemnifiable  matters shall
     exceed a cumulative  aggregate of Twenty- Five Thousand  Dollars  ($25,000)
     (the  "Indemnification  Threshold")  and then  shall only be liable for the
     excess above the  Indemnification  Threshold.  For purposes of this section
     only, in determining  whether there was any failure to disclose,  breach or
     failure of observance or performance or any untruth or incorrect  statement
     with  regard  to  any  representation,  warranty,  covenant,  agreement  or
     commitment,  the  terms  "material"  and  "materially,"  as  used  in  such
     representations,  warranties,  covenants, agreements and commitments, shall
     be deemed deleted therefrom.

          (b) The total  indemnification to which the Indemnified EXTECH Parties
     shall be entitled  under this  Section  12.2  (exclusive  of legal fees and
     expenses)  shall be limited to an amount not to exceed Nine  Hundred  Fifty
     Thousand Dollars ($950,000).

          (c) At the option of EXTECH, any indemnification  obligation of EXTECH
     under this  Agreement  may be  satisfied  in whole or in part  through  the
     issuance of additional  shares of EXTECH  Common Stock to the  Shareholders
     having an aggregate Fair Market Value equal to such indemnification amount.

          (d) At the option of the Shareholders,  any indemnification obligation
     of the  Shareholders  under this  Agreement may be satisfied in whole or in
     part through the  redelivery  to EXTECH of any of the EXTECH  Shares or the
     delivery  to  EXTECH  of  any  other  shares  of  Common  Stock  of  EXTECH
     (including,  without limitation,  the Sterling Foster Shares), in each case
     having an aggregate Fair Market Value equal to such indemnification amount.

12.3 Arbitration.

     (a) All  disputes  under  this  Article  XII shall be  settled  by  binding
arbitration  pursuant  to the  rules of the  American  Arbitration  Association.
Arbitration  may be  commenced at any time by any party  hereto  giving  written
notice to each other  party to a dispute of its  demand for  arbitration,  which
demand  shall set forth the name and address of its  arbitrator.  Within  twenty

EXTECH CORPORATION
                                       44

(20) days of such  notice,  the other party shall select its  arbitrator  and so
notify  the  demanding  party.  Within  twenty  (20)  days  thereafter,  the two
arbitrators so selected shall select the third arbitrator.  In default of either
side naming its  arbitrator  as aforesaid or in default of the  selection of the
third  arbitrator  as  aforesaid,  the American  Arbitration  Association  shall
designate such arbitrator upon the application of either party.  The arbitration
proceeding shall take place at a mutually agreeable location in Nassau County or
such other  location as agreed to by the parties.  The dispute shall be heard by
the arbitrators within thirty (30) days after selection of the third arbitrator.
The decision of the arbitrators  shall be rendered within thirty (30) days after
the  hearing.  Each party  shall pay its own  expenses  of  arbitration  and the
expenses of the arbitrators shall be equally shared; provided, however, that if,
in the opinion of the majority of the arbitrators, any claim for indemnification
or any  defense or  objection  thereto was  unreasonable,  the  arbitrators  may
assess,  as part of their award, all or any part of the arbitration  expenses of
the other party  (including  reasonable  attorneys' fees) and of the arbitrators
and the  arbitration  proceeding  against the party  raising  such  unreasonable
claim, defense or objection.

     (b) To the extent that arbitration may not be legally  permitted  hereunder
and the parties to any  dispute  hereunder  may not at the time of such  dispute
mutually agree to submit such dispute to  arbitration,  any party may commence a
civil  Action  in a  court  of  appropriate  jurisdiction  to  resolve  disputes
hereunder.

     (c) The decision of a majority of the arbitrators  shall be final,  binding
and conclusive,  shall be specifically enforceable,  and judgment may be entered
upon it in accordance with applicable law in the appropriate  court in the State
of New York with no right of appeal therefrom.

12.4 Other Rights and Remedies Not Affected.  The indemnification  rights of the
parties under this Article XII are independent of and in addition to such rights
and  remedies as the parties may have at law or in equity or  otherwise  for any
misrepresentation,  breach of warranty or failure to fulfill  any  agreement  or
covenant hereunder on the part of any party hereto, including without limitation
the right to seek specific performance, rescission or restitution, none of which
rights or remedies shall be affected or diminished hereby.

                                  ARTICLE XIII

                             TERMINATION AND WAIVER

13.1 Termination.  Anything herein or elsewhere to the contrary notwithstanding,
this  Agreement  may be  terminated  and the  transactions  provided  for herein
abandoned at any time prior to the Closing:

     (a) By  mutual  consent  of the  Board  of  Directors  of  EXTECH  and  the
Shareholders;

EXTECH CORPORATION
                                       45

     (b) By EXTECH if any of the  conditions  set forth in  Article  VII  hereof
shall not have been  fulfilled on or prior to the four month  anniversary of the
date hereof, or shall have become incapable of fulfillment,  in each case except
as such shall have been the  result,  directly or  indirectly,  of any action or
inaction by EXTECH, and shall not have been waived; or

     (c) By the Shareholders, if any of the conditions set forth in Article VIII
hereof shall not have been  fulfilled on or prior to the four month  anniversary
of the date hereof, or shall have become incapable of fulfillment,  in each case
except as such shall have been the result, directly or indirectly, of any action
or inaction by either Shareholder, and shall not have been waived.

     If this Agreement is terminated as described above, this Agreement shall be
of no further force and effect,  without any liability or obligation on the part
of any of the  parties  except for any  liability  which may arise  pursuant  to
Section 15.2 hereof or as a result of a party's  willful  failure to  consummate
the transactions  contemplated  hereby or for any breach of any  representation,
warranty or covenant.

13.2 Waiver.  Any condition to the  performance of the parties which legally may
be waived on or prior to the Closing Date may be waived at any time by the party
entitled to the benefit  thereof by action taken or  authorized by an instrument
in writing  executed by the relevant party or parties.  The failure of any party
at any time or times to require  performance of any provision hereof shall in no
manner  affect the right of such party at a later time to enforce  the same.  No
waiver by any  party of the  breach of any  term,  covenant,  representation  or
warranty contained in this Agreement as a condition to such party's  obligations
hereunder shall release or affect any Liability  resulting from such breach, and
no waiver of any  nature,  whether by conduct or  otherwise,  in any one or more
instances,  shall be deemed to be or construed as a further or continuing waiver
of  any  such  condition  or  of  any  breach  of  any  other  term,   covenant,
representation or warranty of this Agreement.

                                   ARTICLE XIV

                                  DEFINED TERMS

14.1 Defined  Terms.  As used herein,  the terms below shall have the  following
meanings.  Any of such terms, unless the context otherwise requires, may be used
in the singular or plural, depending upon the reference.

     "Action"  shall  mean  any  action,   claim,  suit,   demand,   litigation,
governmental or other proceeding,  labor dispute, arbitral action,  governmental
audit, inquiry,  investigation,  criminal  prosecution,  investigation or unfair
labor practice charge or complaint.

     "Acquisition  Purchase  Price"  shall have the  meaning  ascribed  to it in
Section 2.3.1 hereof.

     "ADA" shall mean the Americans with Disabilities Act of 1990.

EXTECH CORPORATION
                                       46

     "Additional  Shares Notes" shall have the meaning ascribed to it in Section
2.4.1(b) hereof.

     "Additional  Shares Pledge Agreement" shall have the meaning ascribed to it
in Section 2.4.1(b) hereof.

     "Auto Club" shall have the meaning ascribed to it in the Recitals hereof.

     "Body" shall mean a federal,  state,  local,  and foreign  governmental  or
other regulatory body.

     "Books and Records" shall mean all books, ledgers,  files, reports,  plans,
drawings,  records  and  lists,  including,  without  limitation,  all  computer
programs and other  software,  of every kind  relating to an entity's  business,
operations, assets, liabilities, personnel, customers and suppliers.

     "Buy Out Agreement"  shall have the meaning  ascribed to it in Section 7.14
hereof.

     "Claim Notice" shall have the meaning  ascribed to it in Section  12.2.3(a)
hereof.

     "Closing" shall have the meaning ascribed to it in Section 10.1 hereof.

     "Closing  Date"  shall have the  meaning  ascribed  to it in  Section  10.1
hereof.

     "Closing  Loans"  shall have the meaning  ascribed  to it in Section  2.5.2
hereof.

     "Closing Loan Notes" shall have the meaning ascribed to it in Section 2.5.2
hereof.

     "Closing Notes" shall have the meaning  ascribed to it in Section  2.4.1(b)
hereof.

     "Closing  Pledge  Agreements"  shall  have the  meaning  ascribed  to it in
Section 2.5.2 hereof.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Cold Comfort Letter" shall have the meaning ascribed to it in Section 7.11
hereof.

     "Contract" shall mean any agreement,  contract,  note,  lease,  evidence of
indebtedness,  purchase order, letter of credit,  indenture,  security or pledge
agreement, franchise agreement, undertaking, covenant not to compete, employment
agreement,  license, instrument,  obligation,  commitment,  course of dealing or
practice,  understanding  or  arrangement,  whether  written or oral, to which a
particular Person is a party or is otherwise bound.

EXTECH CORPORATION
                                       47

     "Copyrights" shall mean registered  copyrights,  copyright applications and
unregistered copyrights.

     "DCAP  Balance  Sheet"  shall mean the combined  balance  sheet of the DCAP
Entities as of the DCAP Balance Sheet Date which is included as part of the DCAP
Financial Statements.

     "DCAP Balance Sheet Date" shall mean December 31, 1997.

     "DCAP Business" shall have the meaning set forth in the preamble hereof.

     "DCAP Financial Statements" shall mean the combined financial statements of
the DCAP Entities and separate financial statements of each DCAP Entity, in each
case as of the  Balance  Sheet Date and for the year ended  December  31,  1997,
attached hereto as Schedule 3.5.

     "DCAP  Opinions"  shall have the  meaning  ascribed  to it in Section  7.13
hereof.

     "Default" shall mean any breach, default and/or other violation, and/or the
occurrence  of any event that with or without  the passage of time or the giving
of notice or both would constitute a breach, default or other violation,  under,
or give any  Person  the right to  accelerate,  terminate  or  renegotiate,  any
Contract.

     "Derivative  Securities"  shall have the meaning  ascribed to it in Section
3.2 hereof.

     "Employment Agreement" shall have the meaning ascribed to it in Section 7.8
hereof.

     "ERISA" shall have the meaning ascribed to it in Section 3.20(a) hereof.

     "ERISA  Notice"  shall have the meaning  ascribed to it in Section  3.20(i)
hereof.

     "EXTECH  Acquisition  Shares"  shall  have the  meaning  ascribed  to it in
Section 2.3.1 hereof.

     "EXTECH Management Additional Shares" shall have the meaning ascribed to it
in Section 2.4.1 hereof.

     "EXTECH  Additional  Shares Purchase Price" shall have the meaning ascribed
to it in Section 2.4.1 hereof.

     "EXTECH Balance Sheet" shall mean the consolidated  balance sheet of EXTECH
as of the EXTECH Balance Sheet Date which is included as part of the SEC Report.

EXTECH CORPORATION
                                       48

     "EXTECH Balance Sheet Date" shall mean September 30, 1997.

     "EXTECH  Opinion"  shall have the meaning  ascribed  to it in Section  8.12
hereof.

     "EXTECH  Shares"  shall have the meaning  ascribed  to it in Section  2.4.1
hereof.

     "Facilities" shall have the meaning ascribed to it in Section 3.27 hereof.

     "Fair Market  Value," when used with regard to EXTECH Common  Stock,  shall
mean Twenty-Five Cents ($.25) per share, subject to adjustment for stock splits,
reverse stock splits, stock dividends and like recapitalizations.

     "IAH" shall have the meaning ascribed to it in Section 5.2 hereof.

     "Indemnified EXTECH Party" shall have the meaning ascribed to it in Section
12.2.1 hereof.

     "Information" shall have the meaning ascribed to it in Section 15.2 hereof.

     "Initial Pledge Agreement" shall have the meaning ascribed to it in Section
2.5.1 hereof.

     "Insurance Brokerage" shall have the meaning ascribed to it in the Recitals
hereof.

     "Liability"  shall  mean any  direct  or  indirect  liability,  obligation,
indebtedness,  obligation,  commitment,  expense, claim, deficiency, guaranty or
endorsement  of or by  any  Person  of  any  type,  whether  accrued,  absolute,
contingent, matured, unmatured or otherwise.

     "Lien" shall mean any claim, lien,  pledge,  option,  charge,  restriction,
easement,   security   interest,   deed  of   trust,   mortgage,   right-of-way,
encroachment,   building  or  use  restriction,   conditional  sales  agreement,
encumbrance or other right of third  parties,  whether  voluntarily  incurred or
arising by operation of law, and includes,  without limitation, any agreement to
give any of the foregoing in the future,  and any contingent sale or other title
retention agreement or lease in the nature thereof.

     "Listed Agreements" shall mean those Contracts described on Schedule 3.14.

     "Material  Adverse  Effect" shall mean any material  adverse  effect on the
business, properties,  operations, assets, liabilities,  condition (financial or
otherwise), or prospects of EXTECH, on the one hand, or the DCAP Entities, taken
as a whole, on the other hand.

     "Materials of Environmental  Concern" shall mean pollutants,  contaminants,
hazardous or noxious or toxic materials or wastes.

EXTECH CORPORATION
                                       49

     "950,000  Additional  Shares"  shall  have the  meaning  ascribed  to it in
Section 2.4.1(b) hereof.

     "$114,000 Loan" shall have the meaning  ascribed to it in Section  2.5.3(a)
hereof.

     "$114,000 Note" shall have the meaning  ascribed to it in Section  2.5.3(a)
hereof.

     "Other  Pension  Plans"  shall have the  meaning  ascribed to it in Section
3.20(c) hereof.

     "Patents" shall mean all patents,  patent applications,  registered designs
and registered design applications.

     "Pension  Plans" shall have the meaning  ascribed to it in Section  3.20(b)
hereof.

     "Pension  and  Welfare  Plans"  shall have the  meaning  ascribed  to it in
Section 3.20(h) hereof.

     "Permits"  shall  mean  all  licenses,  permits,   franchises,   approvals,
authorizations, consents or orders of, or filings with, any and all Bodies.

     "Person"  shall mean and  include an  individual,  a  partnership,  a joint
venture,  a  corporation,  a limited  liability  company,  a  limited  liability
partnership,  a trust, an unincorporated  organization and a government or other
department or agency thereof.

     "Potential  Offer"  shall have the  meaning  ascribed  to it in Section 5.1
hereof.

     "Potential  Transaction"  shall have the meaning  ascribed to it in Section
5.1 hereof.

     "Premium  Finance"  shall have the meaning  ascribed to it in the  Recitals
hereof.

     "Proprietary  Rights" shall mean  Copyrights,  Patents,  Trademarks,  other
technology   rights  and  licenses,   computer  software   (including,   without
limitation,  any  source or  object  codes  thereof  or  documentation  relating
thereto), trade secrets, franchises, inventions, designs, specifications, plans,
drawings, data bases, know-how, domain names, world wide web addresses and other
intellectual property rights used or under development.

     "Proxy  Statement"  shall mean the proxy  statement  prepared  by EXTECH in
connection with its seeking to obtain Stockholder Approval.

     "Restrictive  Covenant  Agreement" shall have the meaning ascribed to it in
Section 7.9 hereof.

EXTECH CORPORATION
                                       50

     "Required Waivers" shall have the meaning ascribed to it in Section 3.21(b)
hereof.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "SEC Report" shall have the meaning ascribed to it in Section 4.5 hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Sterling  Foster"  shall have the meaning  ascribed to it in Section 2.4.2
hereof.

     "Sterling Foster Purchase" shall have the meaning ascribed to it in Section
2.4.2 hereof.

     "Sterling  Foster Shares" shall have the meaning  ascribed to it in Section
2.4.2 hereof.

     "Stockholder Approval" shall mean approval by the stockholders of EXTECH of
(i) this  Agreement and the  transactions  contemplated  hereby,  if required by
applicable  law  or  otherwise  sought  by  EXTECH;  (ii)  an  amendment  to the
Certificate  of  Incorporation  of EXTECH  pursuant  to which (a) the  number of
authorized shares of Common Stock of EXTECH is increased to at least 20,000,000,
(b) in the event the number of directors in office is less than four (4),  then,
any action taken by the Board of Directors  shall require the approval of all of
the  directors  then in office,  and (c) no action  required or  permitted to be
taken at any annual or special  meeting of  stockholders  of EXTECH may be taken
without a meeting, except upon the written consent of the holders of one hundred
percent (100%) of the shares of capital stock of the Company entitled to vote on
such action,  unless such action has been  authorized by the Board of Directors,
in which event such action may be taken by the written consent of the holders of
not less than a majority of the shares of capital stock entitled to vote on such
action;  and (iii) an  amendment  to EXTECH's  Amended and  Restated  1990 Stock
Option Plan pursuant to which the number of shares of Common Stock authorized to
be issued  thereunder  is increased to at least 500,000 or the adoption of a new
stock  option  plan by  EXTECH  that  provides  for,  among  other  things,  the
authorization  of  at  least  500,000  shares  of  Common  Stock  to  be  issued
thereunder.

     "$311,000  Loan"  shall have the meaning  ascribed  to it in Section  2.5.1
hereof.

     "$311,000 Note" shall have the meaning ascribed to it in 2.5.1 hereof.

     "$325,000  Loan"  shall have the meaning  ascribed  to it in Section  2.5.3
hereof.

     "$325,000  Note"  shall have the meaning  ascribed  to it in Section  2.5.3
hereof.

     "Tax  Preparation"  shall have the meaning  ascribed to it in the  Recitals
hereof.

EXTECH CORPORATION
                                       51

     "Tax Services" shall mean DCAP Income Tax Services LLC.

     "Trademarks"  shall mean registered  trademarks,  registered service marks,
trademark and service mark applications and unregistered  trademarks and service
marks.

     "Voting Trust  Agreement"  shall have the meaning ascribed to it in Section
2.4.2 hereof.

     "Welfare  Plans" shall have the meaning  ascribed to it in Section  3.20(h)
hereof.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

15.1  Expenses.  Each of the  parties  shall  bear  its or his own  expenses  in
connection herewith.

15.2 Confidential Information. All information that a disclosing party furnishes
in connection with the transactions contemplated hereby (the "Information") will
be kept  confidential,  will be used solely in connection with the  contemplated
transactions  and will not,  without  prior  written  consent of the  disclosing
party, be used or disclosed,  directly or indirectly,  in any manner whatsoever,
in whole or in part.

     Notwithstanding  anything  hereinabove  to the  contrary,  the  obligations
imposed upon the parties herein shall not apply to Information:

     (a) which is publicly available prior to the date hereof; or

     (b) which hereafter becomes available to the public through no wrongful act
of the receiving party; or

     (c)  which  was in the  possession  of the  receiving  party  prior  to the
commencement of negotiations between the parties with regard to the transactions
contemplated  hereby and not  subject to an  existing  agreement  of  confidence
between the parties; or

     (d)  which is  received  from a third  party  without  restriction,  not in
violation of an agreement of confidence and without breach of this Agreement;

     (e) which is independently developed by the receiving party; or

     (f) which is disclosed pursuant to a requirement or request of a government
agency, arbitrator or court.

EXTECH CORPORATION
                                       52

     Upon the  request  of a  disclosing  party,  which  may be made at any time
following any termination of this Agreement in accordance with the terms hereof,
the receiving  party will redeliver to the disclosing  party any and all written
Information  furnished  to the  receiving  party and will not  retain any copies
thereof.

15.3 Equitable  Relief.  The parties agree that the remedy at law for any breach
or threatened  breach of the  provisions of Section 15.2 will be inadequate  and
the  aggrieved  party  shall be  entitled  to  injunctive  relief to compel  the
breaching  party to  perform or  refrain  from  action  required  or  prohibited
thereunder.

15.4 Publicity. Neither EXTECH, or the one hand, nor the Shareholders,  directly
or through any DCAP Entity on the other hand, will issue any report,  statement,
release or other public announcement  pertaining to the matters  contemplated by
this Agreement  without the prior written consent of the other.  Notwithstanding
the  foregoing,   EXTECH  is  permitted  to  make  any   disclosures  or  public
announcements of the transactions  contemplated  hereby and/or the terms thereof
without the prior written  consent and approval of the  Shareholders if it shall
determine  that such  disclosure  is required in order for EXTECH to comply with
applicable securities laws and regulations.

15.5 Entire  Agreement.  This  Agreement,  including  the schedules and exhibits
attached  hereto,  which are a part hereof,  constitutes the entire agreement of
the parties  with respect to the subject  matter  hereof.  The  representations,
warranties,  covenants  and  agreements  set forth in this  Agreement and in the
financial statements, schedules or exhibits delivered pursuant hereto constitute
all the representations, warranties, covenants and agreements of the parties and
upon which the parties  have  relied,  shall not be deemed  waived or  otherwise
affected by any  investigation  made by any party  hereto and,  except as may be
specifically provided herein, no change,  modification,  amendment,  addition or
termination  of this  Agreement  or any part  thereof  shall be valid  unless in
writing and signed by or on behalf of the party to be charged therewith.

15.6 Notices. Any and all notices or other communications or deliveries required
or  permitted  to be given or made  pursuant  to any of the  provisions  of this
Agreement  shall be deemed to have been duly given or made for all purposes when
in writing and hand  delivered or sent by certified or registered  mail,  return
receipt  requested and postage prepaid,  overnight mail,  nationally  recognized
overnight courier or telecopier as follows:

         If to EXTECH:

         90 Merrick Avenue
         East Meadow, New York 11554
         Attention:  Morton L. Certilman, President
         Telecopier Number:  (516) 296-7111

EXTECH CORPORATION
                                       53

         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

         If to either Shareholder:

         c/o DCAP
         2545 Hempstead Turnpike
         Suite 100
         East Meadow, New York  11554
         Telecopier:  (516) 735-7379

         With a copy to:

         Ruskin, Moscou, Evans & Faltischek, P.C.
         170 Old Country Road
         Mineola, New York  11501
         Attention:  William A. Ubert, Esq.
         Telecopier: (516) 663-6643

or at such other  address as any party may specify by notice  given to the other
party in accordance with this Section 15.6.

15.7 Choice of Law;  Severability.  This  Agreement  shall be  governed  by, and
interpreted and construed in accordance with, the laws of the State of New York,
excluding choice of law principles thereof. In the event any clause,  section or
part of this Agreement shall be held or declared to be void,  illegal or invalid
for any reason, all other clauses, sections or parts of this Agreement which can
be effected without such void, illegal or invalid clause,  section or part shall
nevertheless continue in full force and effect.

15.8 Successors and Assigns; No Assignment. This Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns;  provided,  however, that neither Shareholder nor EXTECH may assign any
of its rights or delegate  any of its duties  under this  Agreement  without the
prior written  consent of the other,  except that EXTECH shall have the right to
assign any or all of its rights hereunder to a wholly-owned subsidiary thereof.

15.9  Counterparts.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.

EXTECH CORPORATION
                                       54

15.10  Facsimile  Signatures.   Signatures  hereon  which  are  transmitted  via
facsimile shall be deemed original signatures.

15.11 Representation by Counsel; Interpretation. Each party acknowledges that he
or it has been  represented by counsel in connection with this Agreement and the
transactions  contemplated  hereby.  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.

15.12 Headings; Gender. The headings, captions and/or use of a particular gender
under  sections of this  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.

EXTECH CORPORATION
                                       55

     WITNESS the execution of this Agreement as of the date first above written.

                                           EXTECH CORPORATION

                                           By:/s/ Morton L. Certilman           
                                                Morton L. Certilman, President

                                           /s/ Morton L. Certilman              
                                           Morton L. Certilman

                                           /s/ Jay M. Haft                      
                                           Jay M. Haft

                                           /s/ Kevin Lang                       
                                           Kevin Lang

                                           /s/ Abraham Weinzimer                
                                           Abraham Weinzimer

Agreed to:

DEALERS CHOICE AUTOMOTIVE
PLANNING INC.

By:/s/ Kevin Lang                               
   Kevin Lang, President

EXTECH CORPORATION

                                   Schedule A

                                        Number of Common
                                        Shares of Company
                                        Owned by each
Name and Address of Company             Shareholder                         Business
- ---------------------------             -----------                         --------

Dealers Choice Automotive Planning          50              Insurance Brokerage and performs administrative
Inc.                                                        duties including processing applications,
2545 Hempstead Turnpike                                     claims, advertising and accounting
East Meadow, NY  11554                                       

A DCAP Brokerage, Inc.                      37.5            Insurance Brokerage and Tax Preparation
167-10A Hillside Avenue
Jamaica, NY  11432

DCAP Management Corp.                       50              Franchisor
2545 Hempstead Turnpike
East Meadow, NY  11554

Payments Inc.                               50              Premium finance
2545 Hempstead Turnpike
East Meadow, NY  11554

Diversified Coverage Asset Planning         50              Insurance Brokerage and Tax Preparation
Inc.
28 Main Street
Hempstead, NY  11550

Intandem Corporation                        50              Auto Club
2545 Hempstead Turnpike
East Meadow, NY  11554

Fulton Street, Inc.                         50              Insurance Brokerage and Tax Preparation
483 Hudson Avenue
Brooklyn , NY  11201

FASK Agency Inc.                            50              dormant, holds lease on Fulton Street, Inc.
483 Hudson Avenue
Brooklyn , NY  11201

DCAP Jackson Heights, Inc.                  50              Insurance Brokerage
c/o DCAP
2545 Hempstead Turnpike
East Meadow, NY  11554

EXTECH CORPORATION

                                   Schedule B

                                      Percentage of
                                   Outstanding Common
                                Shares of Joint Venture       Number of Common
                                      Owned by the         Shares of Joint Venture
Name and Address of                   Shareholders            Owned by each
Joint Venture                         Collectively             Shareholder                     Business
- -------------                         ------------             -----------                     --------

DCAP Flushing, Inc.                     66.7                         25                    Insurance Brokerage
159-03 Northern Blvd.
Flushing, NY  11358

DCAP Hicksville, Inc.                   66.7                         25                    Insurance Brokerage
418 South Broadway
Hicksville, NY  11801

DCAP Manhattan Inc.                     50                           25                    Insurance Brokerage
90 Worth Street
New York, NY  10128

MC DCAP, Inc.                           50                           25                    Insurance Brokerage
89-13 37th Avenue
Jackson Heights, NY
11372

DCAP Huntington, Inc.                   50                           25                    Insurance Brokerage
809 Jericho Turnpike
Huntington Station, NY
11746

A DCAP Services, Inc.                   50                           25                    Insurance Brokerage
1980 Tremont Avenue
Bronx, NY  10462

DCAP Medford Inc.                       50                           25                    Insurance Brokerage
2852A Route 112
Medford, NY  11763

DCAP Bayshore, Inc.                     50                           25                    Insurance Brokerage
709 North Broadway
Amityville, NY  11701

The Manhattan Agency Inc.                   50                           25                Insurance Brokerage
667 Amsterdam Avenue                                                                       Tax Preparation
New York, NY  10025

DCAP Agency, Inc.                       50                           25                    Insurance Brokerage
100 East 96th Street
New York, NY  10128

DCAP White Plains Inc.                  50                           25                    Insurance Brokerage
200 Hamilton Avenue
White Plains, NY  10601

AAA DCAP Agency, Inc.                   50                           25                    Insurance Brokerage
6KA Mall Walk
Yonkers, NY  10704

The Yonkers Agency Ltd.                 50                           25                    Insurance Brokerage
6KA Mall Walk
Yonkers, NY  10704

DCAP Peekskill, Inc.                    50                           25                    Insurance Brokerage
1045 Parl Street
Peekskill, NY  10566

DCAP Ridgewood, Inc.                    50                           25                    Insurance Brokerage
59-30 Myrtle Avenue                                                                        Tax Preparation
Ridgewood, NY  11385

DCAP East Meadow, Inc.                  50                           25                    Insurance Brokerage
1905 Hempstead Turnpike
East Meadow, NY  11554

DCAP Garden City Park Inc.              50                           25                    Insurance Brokerage
2226 Jericho Turnpike
Garden City Park, NY 11040

DCAP Oceanside, Inc.                    50                           25                    Insurance Brokerage
3214 Long Beach Road
Oceanside, NY  11572

DCAP Hari, Inc.                         50                           25                    Insurance Brokerage
2048 Victory Blvd.
Staten Island, NY  10314

DCAP Woodhaven, Inc.                    50                           25                    Insurance Brokerage
86-56 Woodhaven Blvd.                                                                      Tax Preparation
Woodhaven, NY  11421

The Bronx Agency Inc.                   50                           25                    Insurance Brokerage
3434 Boston Road
Bronx, NY  10469

The White Plains Agency Inc.            50                           25                    Insurance Brokerage
200 Hamilton Avenue
White Plains, NY  10601

DCAP Woodside Inc.                      50                           25                    Insurance Brokerage
60-15 Woodside Avenue
Woodside, NY  11377

DCAP Seaford, Inc.                      50                           25                    Insurance Brokerage
3789 Merrick Road
Seaford, NY  11783

DCAP Brentwood Inc.                     50                           25                    Insurance Brokerage
776 Suffolk Avenue
Brentwood, NY  11717

DCAP Freeport, Inc.                     50                           25                    Insurance Brokerage
17-19 West Sunrise
Highway
Freeport, NY  11520

DCAP Queens Agency Inc.                 50                           25                    Insurance Brokerage
120-01 Liberty Avenue
Richmond Hill, NY  11419

DCAP Bayside, Inc.                      50                           25                    Insurance Brokerage
43-04A Bell Blvd.
Bayside, NY  11361

AADCAP Greenbrook Inc.                  50                           25                    Insurance Brokerage
119-131 Rte. 22 East
Greenbrook, NJ  08812

DCAP Income Tax                         50                                                 Tax Preparation
Services LLC
c/o DCAP
2545 Hempstead Turnpike
East Meadow, NY  11554

EXTECH CORPORATION

                                                                EXHIBIT 2.4.1(a)

                                                               ___________, 1998

                                                                        $114,000

                                 PROMISSORY NOTE

     FOR VALUE  RECEIVED,  _______________  (the "Maker"),  having an address as
indicated  under  his  name,  hereby  promises  to pay to the  order  of  EXTECH
CORPORATION,  a Delaware  corporation  ("Extech"),  at 90 Merrick  Avenue,  East
Meadow,  New York or at such other  place as the holder  hereof may from time to
time  designate  in  writing,  in  immediately  available  New York  funds,  the
principal sum of ONE HUNDRED FOURTEEN THOUSAND DOLLARS ($114,000), together with
interest on the outstanding  principal  balance from the date hereof at the rate
of six percent (6%) per annum. The principal amount of this Note,  together with
accrued interest thereon,  shall be payable in six (6) equal annual installments
of principal  and interest,  commencing on April 15, 2001 and  continuing on the
first day of April of each  subsequent  year  through  April 15,  2006,  in such
annual  amount as shall be  necessary  to  self-amortize  this Note by April 15,
2006; provided,  however,  that the amounts due under this Note shall be payable
sooner to the  extent of any  proceeds  received  by the Maker  from the sale or
other  disposition  of any shares of Common Stock of Extech on or after the date
hereof (the proceeds being immediately payable to Extech).

     The  payment of all  amounts  due under this Note is secured by a pledge of
570,000 shares of Common Stock of Extech owned by the Maker pursuant to a Pledge
Agreement of even date between the Maker and Extech (the "Pledge Agreement").

     In the event (a) the Maker shall (i) fail to make any payment due hereunder
and  such  failure  shall  continue  unremedied  for a period  of ten (10)  days
following  the date of written  notice of  default;  (ii)  admit in writing  his
inability to pay his debts as they mature;  (iii) make a general  assignment for
the benefit of creditors;  (iv) be adjudicated a bankrupt or insolvent; (v) file
a  voluntary  petition  in  bankruptcy  or a  petition  or an answer  seeking an
arrangement with creditors; (vi) take advantage of any bankruptcy, insolvency or
readjustment  of debt law or statute or file an answer  admitting  the  material
allegations  of a petition  filed against him in any  proceeding  under any such
law; or (vii) have entered  against him a court order approving a petition filed
against him under the Federal  Bankruptcy Act; or (b) there shall be a breach of
any  representation,  warranty,  covenant  or other  agreement  set forth in the
Pledge  Agreement  and such breach  shall  continue  unremedied  for a period of
fifteen (15) days following the date of written notice thereof, then and in each
and every such event (an "Event of Default"),  Extech may, by written  notice to
the  Maker,  declare  the  entire  unpaid  principal  amount  of this  Note then
outstanding plus accrued interest to be forthwith due and payable  whereupon the
same shall become forthwith due and payable.

     The Maker may prepay  the  principal  amount of this  Note,  in whole or in
part,  from time to time,  without  premium or penalty,  provided that the Maker
pays all interest  accrued with regard to the  principal  prepaid to the date of
prepayment.

     If the  Maker  shall  fail to pay when  due,  whether  by  acceleration  or
otherwise,  all or any portion of the principal  amount hereof,  any such unpaid
amount  shall bear  interest for each day from the date it was so due until paid
in full at the rate of sixteen percent (16%) per annum, payable on demand.

     Notwithstanding  anything to the contrary  contained in this Note, the rate
of interest payable on this Note shall never exceed the maximum rate of interest
permitted under applicable law.

     This Note may not be waived,  changed,  modified or discharged  orally, but
only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceedings  (whether at the trial or appellate  level),  or should this Note be
placed in the hands of any agent or  attorneys  for  collection  upon default or
maturity,  the Maker  agrees to pay, in  addition  to all other  amounts due and
payable hereunder, all reasonable costs and expenses of collection or attempting
to collect this Note, including reasonable attorneys' fees.

     The Maker and any endorsers  hereof,  for themselves  and their  respective
representatives,  successors  and  assigns,  expressly  (a)  waive  presentment,
protest, notice of dishonor,  notice of non-payment,  notice of maturity, notice
of  protest,  diligence  in  collection,  and  the  benefit  of  any  applicable
exemptions,  including,  but not limited to, exemptions claimed under insolvency
laws,  and (b)  consent  that  Extech may  release  or  surrender,  exchange  or
substitute  any property or other  collateral  or security now held or which may
hereafter be held as security  for the payment of this Note,  and/or may release
any guarantor,  and/or may extend the time for payment and/or  otherwise  modify
the terms of payment of any part or the whole of the debt evidenced hereby.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by a nationally  recognized  overnight mail or courier service,  or when sent by
facsimile  transmission (with transmission  confirmation) to any party hereto at
its  address  stated  herein or at such  other  address  of which it shall  have
notified the party giving such notice in writing as aforesaid.

     Extech  shall be entitled to assign all or any portion of his right,  title
and interest in and to this Note at his sole  discretion  without  notice to the
Maker,  provided  that  the  Maker  shall  continue  to make  payments  required
hereunder to Extech until he has received notice of change of payee for payments
as provided herein.

                                                         2

     Notwithstanding  any  other  provision  of this  Note,  all  payments  made
hereunder shall be applied first to payment of sums payable hereunder other than
interest and principal,  secondly, interest on the principal balance outstanding
hereunder from time to time, and thirdly to principal.

     The Maker  acknowledges and agrees that the obligations under this Note are
unconditional  and are not  subject to any  defense,  counterclaim,  or right of
offset or setoff.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of New York, excluding conflict of law principles thereof.

     The  Maker  acknowledges  that  he  has  been  represented  by  counsel  in
connection  with this Note.  Accordingly,  any rule or law or any legal decision
that would require the  interpretation  of any claimed  ambiguities in this Note
against the party that drafted it has no application and is expressly  waived by
the Maker.  The  provisions  of this Note shall be  interpreted  in a reasonable
manner to give effect to the intent of the Maker and Extech.

                                           [name]
                                           Address: 2545 Hempstead Turnpike
                                                    Suite 100
                                                    East Meadow, New York  11554
                                           Telecopier Number: (516) 735-7379

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\241A3.NOT
                                        3

                                 ACKNOWLEDGMENT

STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NASSAU           )

     On  ____________,  1998 before me personally  came  ________________  to me
known,  and  known to be the  individual  described  in,  and who  executed  the
foregoing Note, and duly acknowledged to me that he executed the same.

                                                      Notary Public

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\241A3.NOT
                                        4

                                                                EXHIBIT 2.4.1(b)

     PLEDGE AGREEMENT,  dated ____________,  1998, by and between _________ (the
"Pledgor") and 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,

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\241BPLE3.DGE
                                        1

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.

     (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

                                        2

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 [for Lang:  Abraham  Weinzimer;  and for
Weinzimer:  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

                                        3

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 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.

                                        4

     (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.

     (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:

         Ruskin, Moscou, Evans & Faltischek, P.C.
         170 Old Country Road
         Mineola, New York  11501
         Attention: William A. Ubert, Esq.
         Telecopier Number:  (516) 663-6643

                                        5

         If to the Pledgee:

         90 Merrick Avenue
         East Meadow, New York  11554
         Attention:  President
         Telecopier Number:  (516) 296-7111

         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

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

                                                  EXTECH CORPORATION

                                                  By:                           
                                                          Morton L. Certilman,
                                                          President

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\241BPLE3.DGE
                                        7

                                                                EXHIBIT 2.5.2(a)

                                                             _____________, 1998

                                                                        $112,500

                                 PROMISSORY NOTE

     FOR VALUE  RECEIVED,  _______________  (the "Maker"),  having an address as
indicated  under  his  name,  hereby  promises  to pay to the  order  of  EXTECH
CORPORATION,  a Delaware  corporation  ("Extech"),  at its offices at 90 Merrick
Avenue,  East Meadow, New York 11554 or at such other place as the holder hereof
may from time to time designate in writing,  in  immediately  available New York
funds,  the principal sum of ONE HUNDRED  TWELVE  THOUSAND FIVE HUNDRED  DOLLARS
($112,500), together with interest on the outstanding principal balance from the
date hereof at the rate of six percent (6%) per annum.  The principal  amount of
this Note,  together with accrued interest thereon,  shall be payable in six (6)
equal annual  installments  of principal and  interest,  commencing on April 15,
2001 and  continuing on the first day of April of each  subsequent  year through
April 15, 2006,  in such annual  amount as shall be  necessary to  self-amortize
this Note by April 15, 2006; provided,  however, that the amounts due under this
Note shall be payable sooner to the extent of any proceeds received by the Maker
from the sale or other disposition of any shares of Common Stock of Extech on or
after the date hereof (the proceeds being immediately payable to Extech).

     The Maker may pay any or all amounts due hereunder by delivery to Extech of
certificates  representing shares of Common Stock of Extech duly endorsed by the
Maker or accompanied  by stock powers duly executed by the Maker,  together with
evidence of the payment of all  transfer  taxes in  connection  therewith  and a
written notice that it is making  payment under this Note by such delivery.  Any
such  shares of  Common  Stock of  Extech  so  delivered  shall be valued at the
greater of (a)  twenty-five  cents ($.25) per share,  subject to adjustment  for
stock splits,  reverse stock splits, stock dividends and like  recapitalizations
that take  effect  after the date  hereof or (b) the  average  Market  Price (as
hereinafter  defined) of Extech's  shares of Common Stock during the twenty (20)
trading days immediately  preceding the date of delivery of the shares.  As used
herein,  the term "Market Price" shall mean the closing selling price or, if not
available,  the mean of the closing bid and asked prices,  or, if not available,
the mean of the highest  bid and lowest  asked  prices,  of the shares of Common
Stock of Extech as  reported  by a national  securities  exchange  or The Nasdaq
Stock Market ("Nasdaq") or, if Extech's shares of Common Stock are not listed on
a national securities exchange or Nasdaq, as reported by the NASD OTC Electronic
Bulletin Board (the "Bulletin Board'), or if Extech's shares of Common Stock are
not listed on the Bulletin Board, as reported by the National  Quotation Bureau,
LLC, or other similar  organization if such  organization is no longer reporting
such information, as the case may be.

     The  payment of all  amounts  due under this Note is secured by a pledge of
450,000  shares of Extech owned by the Maker  pursuant to a Pledge  Agreement of
even date between the Maker and Extech (the "Pledge Agreement").

     In the event (a) the Maker shall (i) fail to make any payment due hereunder
and  such  failure  shall  continue  unremedied  for a period  of ten (10)  days
following  the date of written  notice of  default;  (ii)  admit in writing  his
inability to pay his debts as they mature;  (iii) make a general  assignment for
the benefit of creditors;  (iv) be adjudicated a bankrupt or insolvent; (v) file
a  voluntary  petition  in  bankruptcy  or a  petition  or an answer  seeking an
arrangement with creditors; (vi) take advantage of any bankruptcy, insolvency or
readjustment  of debt law or statute or file an answer  admitting  the  material
allegations  of a petition  filed against him in any  proceeding  under any such
law; or (vii) have entered  against him a court order approving a petition filed
against him under the Federal  Bankruptcy Act; or (b) there shall be a breach of
any  representation,  warranty,  covenant  or other  agreement  set forth in the
Pledge  Agreement  and such breach  shall  continue  unremedied  for a period of
fifteen (15) days following the date of written notice thereof, then and in each
and every such event (an "Event of Default"),  Extech may, by written  notice to
the  Maker,  declare  the  entire  unpaid  principal  amount  of this  Note then
outstanding plus accrued interest to be forthwith due and payable  whereupon the
same shall become forthwith due and payable.

     The Maker may prepay  the  principal  amount of this  Note,  in whole or in
part,  from time to time,  without  premium or penalty,  provided that the Maker
pays all interest  accrued with regard to the  principal  prepaid to the date of
prepayment.

     If the  Maker  shall  fail to pay when  due,  whether  by  acceleration  or
otherwise,  all or any portion of the principal  amount hereof,  any such unpaid
amount  shall bear  interest for each day from the date it was so due until paid
in full at the rate of sixteen percent (16%) per annum, payable on demand.

     Notwithstanding  anything to the  contrary  contained  in this Note,  if an
Event of  Default  shall  occur  and any  suit is  brought  hereunder,  then any
judgment obtained in such suit may be enforced solely against the Collateral (as
such  term is  defined  in the  Pledge  Agreement).  Nothing  contained  in this
paragraph, however, shall be deemed to constitute a release or impairment of any
of Extech's rights under the Pledge  Agreement or the security  interest granted
therein.

     Notwithstanding  anything to the contrary  contained in this Note, the rate
of interest payable on this Note shall never exceed the maximum rate of interest
permitted under applicable law.

     This Note may not be waived,  changed,  modified or discharged  orally, but
only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceedings  (whether at the trial or appellate  level),  or should this Note be
placed in the hands of any agent or  attorneys  for  collection  upon default or
maturity,  the Maker  agrees to pay, in  addition  to all other  amounts due and
payable hereunder, all reasonable costs and expenses of collection or attempting
to collect this Note, including reasonable attorneys' fees.

                                        2

     The Maker and any endorsers  hereof,  for themselves  and their  respective
representatives,  successors  and  assigns,  expressly  (a)  waive  presentment,
protest, notice of dishonor,  notice of non-payment,  notice of maturity, notice
of  protest,  diligence  in  collection,  and  the  benefit  of  any  applicable
exemptions,  including,  but not limited to, exemptions claimed under insolvency
laws,  and (b)  consent  that  Extech may  release  or  surrender,  exchange  or
substitute  any property or other  collateral  or security now held or which may
hereafter be held as security  for the payment of this Note,  and/or may release
any guarantor,  and/or may extend the time for payment and/or  otherwise  modify
the terms of payment of any part or the whole of the debt evidenced hereby.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by a nationally  recognized  overnight mail or courier service,  or when sent by
facsimile  transmission (with transmission  confirmation) to any party hereto at
its address  stated herein or at such other address of which he or it shall have
notified the party giving such notice in writing as aforesaid.

     Extech  shall be entitled to assign all or any portion of its right,  title
and interest in and to this Note at its sole  discretion  without  notice to the
Maker,  provided  that  the  Maker  shall  continue  to make  payments  required
hereunder to Extech until he has received notice of change of payee for payments
as provided herein.

     Notwithstanding  any  other  provision  of this  Note,  all  payments  made
hereunder shall be applied first to payment of sums payable hereunder other than
interest and principal,  secondly, interest on the principal balance outstanding
hereunder from time to time, and thirdly to principal.

     The Maker  acknowledges and agrees that the obligations under this Note are
unconditional  and are not  subject to any  defense,  counterclaim,  or right of
offset or setoff.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of New York, excluding conflict of law principles thereof.

     The  Maker  acknowledges  that  he  has  been  represented  by  counsel  in
connection  with this Note.  Accordingly,  any rule or law or any legal decision
that would require the  interpretation  of any claimed  ambiguities in this Note
against the party that drafted it has no application and is expressly  waived by
the Maker.  The  provisions  of this Note shall be  interpreted  in a reasonable
manner to give effect to the intent of the Maker and Extech.

                                       [name]
                                       Address:  2545 Hempstead Turnpike
                                                 Suite 100
                                                 East Meadow, New York  11554
                                       Telecopier Number: (516) 735-7379

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252A3.NOT
                                        3

                                 ACKNOWLEDGMENT

STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NASSAU        )

     On ____________,  1998 before me personally came _____________ to me known,
and known to be the  individual  described  in, and who executed  the  foregoing
Note, and duly acknowledged to me that he executed the same.

                                                       Notary Public

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252A3.NOT
                                        4

                                                                EXHIBIT 2.5.2(b)

     PLEDGE AGREEMENT,  dated ____________,  1998, by and between _________ (the
"Pledgor") and 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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        1

     (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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        2

     (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 [for Lang:  Abraham  Weinzimer;  and for
Weinzimer: 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

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        3

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 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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        4

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:

         Ruskin, Moscou, Evans & Faltischek, P.C.
         170 Old Country Road
         Mineola, New York  11501
         Attention: William A. Ubert, Esq.
         Telecopier Number:  (516) 663-6643

         If to the Pledgee:

         90 Merrick Avenue
         East Meadow, New York  11554
         Attention:  President
         Telecopier Number:  (516) 296-7111

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        5

         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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        6

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

                                                  EXTECH CORPORATION

                                                  By:                      
                                                     Morton L. Certilman,
                                                     President

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\252BPLE3.DGE
                                        7

                                                                     EXHIBIT 7.8

     EMPLOYMENT   AGREEMENT,   dated  as  of  ,  1998,  by  and  between  EXTECH
CORPORATION,  a Delaware  corporation (the "Company"),  and  _____________  (the
"Employee").

                                    RECITALS

     WHEREAS,  the Company and the Employee  desire to enter into an  employment
agreement  which will set forth the terms and conditions upon which the Employee
shall be employed by the Company and upon which the Company shall compensate the
Employee.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
hereinafter set forth,  the parties hereto have agreed,  and do hereby agree, as
follows:

1. EMPLOYMENT; TERM

     1.1 (a) The Company  will  employ the  Employee  in its  business,  and the
Employee will work for the Company therein, as its [Lang - President;  Weinzimer
- - Executive  Vice  President;  Certilman - Chairman of the Board and Chairman of
the Company's Audit Committee and Finance Committee; Haft - Vice Chairman of the
Board and Vice Chairman of the Company's Audit Committee and Finance  Committee]
for a term  commencing  as of the  date  hereof  and  terminating  on the  fifth
anniversary  of the date  hereof (the "Fifth  Anniversary  Date") (the  "Initial
Term"),  except that the term of this Agreement shall continue for an additional
three (3) years (the "Extended Term") unless, at least ninety (90) days prior to
the Fifth  Anniversary  Date,  the Company,  by vote of a majority of all of the
members of its Board of Directors  (including,  for purposes of determining  the
number of  members of the  Board,  the  Employee,  if a  member),  notifies  the
Employee  of  its  desire  not  to  extend  the  term  of  this  Agreement  (the
"Non-Extension  Notice"). The term of this Agreement,  as it may be extended, is
hereinafter referred to as the "Employment Period".

          (b) The Employee's  employment may be terminated by the Company at any
     time during the  Employment  Period upon written  notice for  "cause".  The
     Company  agrees that it will not terminate the  Employee's  employment  for
     "cause" or  otherwise  unless a majority of all of the members of its Board
     of Directors (including,  for purposes of determining the number of members
     of the Board,  the Employee,  if a member) shall have approved such action.
     As used in this Agreement,  "cause" shall mean the Employee's commission of
     any act in the performance of his duties  constituting  common law fraud, a
     felony or other gross malfeasance of duty, the Employee's commission of any
     act  involving  moral  turpitude,  any  material  misrepresentation  by the
     Employee (including, without limitation, a breach of any representation set
     forth in Paragraph 13.1 hereof), any breach of any material covenant on the
     Employee's  part  herein  set  forth,  or  the  Employee's   engagement  in
     misconduct   which  is   materially   injurious   to  the  Company  or  its
     subsidiaries.

     1.2 Unless sooner terminated as provided for in this Agreement,  at the end
of the Employment Period (the "Expiration Date"), the Employee's employment with
the Company shall terminate. Upon termination of the Employee's employment with

the Company for any reason  whatsoever,  he shall be deemed to have resigned his
positions as an officer and director of the Company and as an employee,  officer
and director of each of the Company's subsidiaries.

2. DUTIES

     2.1 During the Employment Period, the Employee shall serve as the Company's
[Lang - President; Weinzimer - Executive Vice President; Certilman - Chairman of
the Board and Chairman of the Company's Audit  Committee and Finance  Committee;
Haft - Vice  Chairman  of the Board and Vice  Chairman  of the  Company's  Audit
Committee  and  Finance  Committee]  and shall  perform  duties of an  executive
character consisting of administrative and managerial responsibilities on behalf
of the Company and such further duties of an executive  character as shall, from
time to time,  be  delegated or assigned to him by the Board of Directors of the
Company consistent with the Employee's position.

3. DEVOTION OF TIME

     3.1 During the  Employment  Period,  the  Employee  shall expend all of his
working time for the Company [except that,  Certilman and Haft need only perform
such part-time  services as are  reasonably  necessary for them to fulfill their
responsibilities   hereunder  as  Chairman  of  the  Board  and  Vice  Chairman,
respectively];  shall devote his best efforts,  energy and skill to the services
of the Company and the  promotion of its  interests;  and shall not take part in
activities detrimental to the best interests of the Company.

4. COMPENSATION [FOR LANG AND WEINZIMER ONLY:; LOANS]

     4.1 For all services to be rendered by the Employee  during the  Employment
Period and in consideration of the Employee's  representations and covenants set
forth in this  Agreement,  the  Employee  shall be entitled to receive  from the
Company  compensation  as set forth herein.  [For Lang and Weinzimer  only:  The
Employee  acknowledges and agrees that,  notwithstanding  the provisions of this
Agreement, his compensation hereunder is subject to reduction as provided for in
a certain Agreement, dated as of ___________, 1998, by and among the Company and
the Employee,  among others (the  "Acquisition  Agreement"),  with regard to any
particular  Joint Venture with respect to which the  provisions of Schedule 8 to
the Acquisition Agreement are applicable.]

     4.2 During the Employment Period, the Employee shall be entitled to receive
a salary at the rate of [Lang -  $250,000;  Weinzimer  -  $250,000;  Certilman -
$125,000;  Haft - $22,500]  per annum.  The  Employee  shall be entitled to such
additional compensation as shall be determined from time to time by the Board of
Directors of the Company in its sole discretion. All amounts due hereunder shall
be payable in accordance with the Company's standard payroll practices.

     4.3 [For Lang and Weinzimer only: From time to time during each of the five
(5)  twelve  (12)  month  periods  of the  Initial  Term,  within  ten (10) days
following receipt of written request from the Employee, the Company will loan to

                                        2

the Employee up to $20,000 (up to $100,000 in the aggregate)] (collectively, the
"Loans");  provided,  however,  that the Company's  obligation to make each such
Loan shall be subject to the condition  that, at the time the particular Loan is
to be made,  the  Employee  is in the employ of the  Company.  Each Loan will be
evidenced by a promissory  note of the Employee in the principal  amount thereof
(collectively,  the  "Notes")  that will provide for,  among other  things,  the
following:

          (i)  interest  at a rate per  annum  equal  to the  "prime  rate"  (as
     reported in the Wall Street  Journal) in effect as of the date each Loan is
     made; and

          (ii) payment of the principal  amount  thereof,  together with accrued
     interest thereon, in four (4) equal annual installments  commencing one (1)
     year from the date of each Loan and  continuing on the  anniversary  day of
     the date thereof of each subsequent year, in such annual amount as shall be
     necessary to self-amortize the Note at the end of such four (4) year period
     (provided,  however,  that no payments  shall be due later than the seventh
     anniversary of the date hereof),  subject to acceleration to the extent the
     Employee  receives any proceeds from the sale or other  disposition  of any
     shares of Common Stock of the Company;

     The Notes  shall be in, or  substantially  in, the form of  Exhibit  4.3(a)
attached hereto.

     The  repayment  of all  amounts due under each Note shall be secured by the
pledge by the Employee, pursuant to a pledge agreement that will be entered into
at the time of each Loan (the "Pledge Agreement"),  of five (5) Common Shares of
the Company for each one dollar ($1) loaned.

     The Pledge Agreement shall be in, or substantially  in, the form of Exhibit
4.3(b) attached hereto.]

[4.4  For  Lang  and  Weinzimer  only:  In the  event  Pre-Tax  Net  Income  (as
hereinafter  defined) for any fiscal year falling entirely within the Employment
Period (but not before the fiscal year  ending  December  31, 2000 and not after
the fiscal year ending  December  31, 2005) is at least  $100,000,  the Employee
shall be entitled to receive a bonus in the amount of $37,500 (a "Bonus").]

[4.5 For Lang and Weinzimer  only:  For purposes  hereof,  the term "Pre-Tax Net
Income" for any particular  fiscal year shall mean the  consolidated  net income
before all taxes of the Company for such fiscal year  determined  in  accordance
with generally accepted accounting  principles  consistently applied, as audited
and  reported  upon  by  the  Company's  then   independent   certified   public
accountants.]

[4.6 For Lang and Weinzimer only: Any Bonus payable pursuant to the provisions
hereof shall be paid on April 15 following the particular fiscal year.]

[4.7  For  Lang and  Weinzimer  only:  Notwithstanding  anything  herein  to the
contrary,  (a) the  Company  shall  not be  obligated  to pay any  Bonus  to the
Employee for a particular fiscal year if, at the time the particular Bonus would

                                        3

be  otherwise  payable,  no amounts are  payable by the  Employee to the Company
pursuant  to his  Additional  Shares  Note  (as  such  term  is  defined  in the
Acquisition Agreement),  and (b) if any amounts are then payable by the Employee
pursuant to his  Additional  Shares Note,  (i) the amount of the Bonus shall not
exceed the amount then payable pursuant to his Additional  Shares Note; and (ii)
the Company may offset against the Bonus any amount then payable by the Employee
pursuant to his Additional Shares Note.]

5. AUTOMOBILE ALLOWANCE; REIMBURSEMENT OF EXPENSES

     5.1 [For Lang and Weinzimer only: The Employee shall be entitled to the use
of a Company-leased  automobile (the "Company Car") during the Employment Period
for business  purposes.  In no event shall the Company's lease  obligations with
respect to the  Company  Car  exceed  $1,200 per  month.  The  Company  shall be
responsible  for all insurance  premiums with respect to the Company Car (not to
exceed  $3,000 per year) as well as all expenses for gasoline,  maintenance  and
repairs with respect thereto. The Employee acknowledges and agrees that under no
circumstances  shall the foregoing  provisions  create any implication  that the
Company  shall  be  liable  for,  or that the  Employee  shall  be  entitled  to
reimbursement with respect to, any other insurance premiums,  including, without
limitation,  any  life  insurance  premiums  or  premiums  with  respect  to any
insurance for any automobile  other than the Company Car, or with respect to any
country club or similar membership. The Employee acknowledges and agrees further
that, until sold or otherwise  disposed of, the Company-owned boat shall be used
by the Employee solely for business purposes.]

     5.2 The Company shall pay directly, or reimburse the Employee for, all [for
Lang  and  Weinzimer  only:  other]   reasonable  and  necessary   expenses  and
disbursements  incurred by the  Employee for and on behalf of the Company in the
performance  of his duties  during the  Employment  Period,  including,  without
limitation,  reasonable and necessary  expenses incurred by the Employee for and
on behalf of the Company in the  performance of his duties during the Employment
Period for (a) client  entertainment  and the use of a  cellular  telephone  and
beeper,  and (b) food,  lodging and  transportation if he is required to perform
any of his duties away from his primary place of residence.

     5.3 The Employee  shall  submit to the Company,  not less than once in each
calendar  month,  reports  of such  expenses  and  other  disbursements  in form
normally used by the Company and receipts with respect thereto and the Company's
obligations  under  Paragraphs 5.1 and 5.2 hereof shall be subject to compliance
therewith.

6. DISABILITY; INSURANCE

     6.1 If, during the  Employment  Period,  the Employee,  in the opinion of a
majority  of  all of the  members  of the  Board  of  Directors  of the  Company
(excluding  the Employee),  as confirmed by competent  medical  evidence,  shall
become  physically  or  mentally  incapacitated  to  perform  his duties for the
Company hereunder  ("Disabled") for a continuous period,  then for the first six
(6)  months  of such  period  he shall  receive  his full  salary.  In no event,
however,  shall the  Employee be entitled  to receive  any  payments  under this
Paragraph 6.1 beyond the expiration or termination date of this Agreement.

                                        4

Effective with the date of his resumption of full employment, the Employee shall
be re-entitled to receive his full salary.  If such illness or other  incapacity
shall endure for a continuous period of at least nine (9) months or for at least
two hundred fifty (250) business days during any eighteen (18) month period, the
Company shall have the right,  by written  notice,  to terminate the  Employee's
employment hereunder as of a date (not less than thirty (30) days after the date
of the sending of such  notice) to be  specified  in such  notice.  The Employee
agrees to submit himself for appropriate  medical  examination to a physician of
the Company's designation as necessary for purposes of this Paragraph 6.1.

     6.2 The obligations of the Company under this Paragraph 6 may be satisfied,
in whole or in part,  by payments to the  Employee  under  disability  insurance
provided by the Company.

     6.3  Notwithstanding  the  foregoing,  in the  event,  at the  time  of any
apparent incapacity,  the Company has in effect a disability policy with respect
to the Employee (or, if not with respect to the  Employee,  then with respect to
any executive officer of the Company), the Employee shall be considered Disabled
for purposes of Paragraph  6.1 only if he is (or the executive  officer,  had he
had the apparent  incapacity,  would be) considered disabled for purposes of the
policy.

     6.4 [For Lang and Weinzimer only: The Company agrees to obtain a disability
insurance policy on behalf of the Employee (subject to the Employee's satisfying
any  requirements  therefor)  and  maintain  such  policy in effect  during  the
Employment  Period.  In no event  shall the  Company be liable for  premiums  in
excess of $6,500 per annum with respect thereto.]

7. RESTRICTIVE COVENANTS

     7.1 The services of the Employee are unique and extraordinary and essential
to the business of the Company,  especially since the Employee shall have access
to the  Company's  customer  lists,  trade  secrets  and  other  privileged  and
confidential  information  essential to the Company's business.  Therefore,  the
Employee  agrees that, if the term of his employment  hereunder  shall expire or
his employment  shall at any time terminate for any reason  whatsoever,  with or
without cause, the Employee will not at any time within two (2) years after such
expiration or termination (the "Restrictive Covenant Period"), without the prior
written  consent of the Company (which consent shall require the approval of the
Board of Directors of the Company), directly or indirectly, anywhere within five
(5) miles of the location of any office of the Company or any franchisee thereof
at  the  date  of  expiration  or  termination,  whether  individually  or  as a
principal,  officer, employee,  partner, member, manager, director, agent of, or
consultant or independent  contractor to, any entity,  (i) engage or participate
in a business which, as of such expiration or termination date, is similar to or
competitive with, directly or indirectly, that of the Company and shall not make
any  investments  in any such  similar or  competitive  entity,  except that the
foregoing  shall not restrict the Employee from acquiring up to one percent (1%)
of the outstanding  voting stock of any entity whose  securities are listed on a
stock exchange or Nasdaq; (ii) cause or seek to persuade any director,  officer,
employee,  customer,  client,  account,  agent or supplier of, or  consultant or
independent  contractor  to, the Company,  or others with whom the Company has a
business relationship (collectively "Business Associates"), to discontinue or

                                        5

materially  modify the  status,  employment  or  relationship  of such person or
entity with the Company,  or to become  employed in any  activity  similar to or
competitive with the activities of the Company;  (iii) cause or seek to persuade
any prospective  customer,  client,  account or other Business  Associate of the
Company  (which at or about the date of cessation of the  Employee's  employment
with the Company was then actively being  solicited by the Company) to determine
not to enter  into a business  relationship  with the  Company or to  materially
modify its contemplated business relationship; (iv) hire, retain or associate in
a business relationship with, directly or indirectly,  any director,  officer or
employee of the Company;  or (v) solicit or cause or authorize to be  solicited,
or accept, for or on behalf of him or any third party, any business from, or the
entering  into of a business  relationship  with,  (a)  others who are,  or were
within one (l) year prior to the cessation of his employment with the Company, a
customer, client, account or other Business Associate of the Company, or (b) any
prospective customer, client, account or other Business Associate of the Company
which at or about the date of such cessation was then actively  being  solicited
by the Company. The foregoing restrictions set forth in this Paragraph 7.1 shall
apply likewise during the Employment Period.  Notwithstanding the foregoing, (x)
in the event the  Employee  is  entitled  to receive  the  Severance  Amount (as
hereinafter  defined) or his  employment is  terminated  by the Company  without
cause,  then the  obligations  under this  Paragraph 7.1 shall  terminate in the
event the Company  defaults in its obligation to make any payments  provided for
in  Paragraph  11.2 or 11.3 hereof and such  default  continues  for a period of
twenty (20) days following receipt by the Company of written notice thereof from
the Employee;  and (y) the provisions of this Paragraph 7.1 shall cease to apply
in the event (I) this  Agreement is  terminated  pursuant to the  provisions  of
Paragraph  11.1(a) hereof or (II) (A) the term of this Agreement is extended for
the  Extended  Term;  (B)  prior to the  expiration  of the  Extended  Term (the
"Extended  Expiration  Date"),  the  Employee  is not  offered by the  Company a
further two (2) year  extension of the term of this  Agreement at an annual base
salary at least  equal to his  annual  base  salary  in  effect at the  Extended
Expiration  Date and  otherwise  substantially  upon the terms set forth  herein
[(for Lang and  Weinzimer  only:  except for any loans and bonuses  provided for
herein)];  (C) prior to the Extended Expiration Date, the Employee's  employment
with  the  Company  is not  terminated  in  accordance  with the  provisions  of
Paragraph  11.1(b) hereof and he does not  voluntarily  terminate his employment
with the Company; and (D) the Employee's  employment with the Company terminates
on the Extended Expiration Date.

     7.2 The  Employee  agrees to  disclose  promptly in writing to the Board of
Directors  of the  Company  all ideas,  processes,  methods,  devices,  business
concepts,  inventions,  improvements,  discoveries,  know-how and other creative
achievements (hereinafter referred to collectively as "discoveries"), whether or
not the same or any part  thereof  is capable  of being  patented,  trademarked,
copyrighted,  or otherwise protected,  which the Employee, while employed by the
Company,  conceives,  makes, develops,  acquires or reduces to practice, whether
acting alone or with others and whether during or after usual working hours, and
which are related to the Company's business or interests,  or are used or usable
by the Company,  or arise out of or in connection  with the duties  performed by
the  Employee.  The  Employee  hereby  transfers  and assigns to the Company all
right, title and interest in and to such discoveries  (whether conceived,  made,
developed,  acquired  or reduced to  practice  on or prior to the date hereof or
hereafter during his employment with the Company), including any and all

                                        6

domestic and foreign  copyrights and patent and trademark rights therein and any
renewals  thereof.  On request of the Company,  the Employee  will,  without any
additional  compensation,  from time to time during, and after the expiration or
termination  of,  the  Employment  Period,   execute  such  further  instruments
(including, without limitation, applications for copyrights, patents, trademarks
and assignments  thereof) and do all such other acts and things as may be deemed
necessary  or desirable  by the Company to protect  and/or  enforce its right in
respect of such  discoveries.  All expenses of filing or prosecuting any patent,
trademark  or  copyright  application  shall be borne  by the  Company,  but the
Employee shall cooperate in filing and/or prosecuting any such application.

     7.3 (a) The Employee  represents  that he has been  informed that it is the
policy of the  Company  to  maintain  as  secret  all  confidential  information
relating to the Company, including, without limitation, any and all knowledge or
information with respect to secret or confidential  methods,  processes,  plans,
materials,  customer lists or data, or with respect to any other confidential or
secret aspect of the Company's  activities,  and further  acknowledges that such
confidential  information  is of  great  value  to  the  Company.  The  Employee
recognizes  that, by reason of his employment with the Company,  he will acquire
confidential  information  as  aforesaid.  The  Employee  confirms  that  it  is
reasonably necessary to protect the Company's goodwill, and, accordingly, hereby
agrees that he will not, directly or indirectly  (except where authorized by the
Board  of  Directors  of the  Company),  at any  time  during  the  term of this
Agreement or thereafter divulge to any person,  firm or other entity, or use, or
cause  or  authorize  any  person,  firm  or  other  entity  to  use,  any  such
confidential information.

          (b) The Employee agrees that he will not, at any time, remove from the
     Company's  premises  any  drawings,  notebooks,  software,  data  or  other
     confidential information relating to the business and procedures heretofore
     or hereafter acquired,  developed and/or used by the Company,  except where
     necessary in the fulfillment of his duties hereunder.

          (c) The Employee  agrees that,  upon the  expiration or termination of
     this Agreement for any reason whatsoever,  he shall promptly deliver to the
     Company any and all drawings, notebooks, software, data and other documents
     and material,  including all copies thereof, in his possession or under his
     control relating to any confidential  information or discoveries,  or which
     is otherwise the property of the Company.

          (d) For purposes hereof,  the term  "confidential  information"  shall
     mean all information given to the Employee,  directly or indirectly, by the
     Company  and  all  other  information  relating  to the  Company  otherwise
     acquired  by the  Employee  during  the course of his  employment  with the
     Company  (whether on or prior to the date hereof or hereafter),  other than
     information which (i) was in the public domain at the time furnished to, or
     acquired by, the  Employee,  or (ii)  thereafter  enters the public  domain
     other than through disclosure,  directly or indirectly,  by the Employee or
     others in violation of an agreement of confidentiality or nondisclosure.

                                        7

     7.4 For  purposes of this  Paragraph 7, the term  "Company"  shall mean and
include  any and all  subsidiaries  and  affiliated  entities  of the Company in
existence from time to time.

8. VACATIONS

     8.1 The  Employee  shall be  entitled  to an  aggregate  of four (4)  weeks
vacation  time for each twelve (12) month period  during the  Employment  Period
commencing  on the date hereof [for  Certilman  and Haft,  giving  effect to the
provisions of Paragraph 3.1 hereof and the part-time  nature of their services],
the time and duration thereof to be determined by mutual  agreement  between the
Employee and the Company.

9. PARTICIPATION IN EMPLOYEE BENEFIT PLANS; STOCK OPTIONS

     9.1 The Employee  shall be accorded the right to participate in and receive
benefits  under and in accordance  with the  provisions  of any pension,  profit
sharing,  insurance,  medical and dental insurance or reimbursement (with family
coverage) or other plan or program of the Company  either in existence as of the
date hereof or  hereafter  adopted for the benefit  generally  of its  executive
employees.

     9.2  Concurrently  with the  execution  hereof,  pursuant to the  Company's
Amended and Restated 1990 Stock Option Plan and a Stock Option Agreement of even
date,  the Company is granting to the  Employee the right and option to purchase
up to [Lang - 200,000; Weinzimer - 200,000; Certilman - 100,000; Haft - 100,000]
Common Shares of the Company upon the following terms: (a) an expiration date of
five (5) years from the date  hereof;  (b) an exercise  price equal to $____ per
share [110% of fair market value, as defined in the Plan, on the date of grant;]
and (c)  vesting  to the  extent of  one-half  thereof  on each of the first and
second anniversaries of the date hereof (the "Option").

10. SERVICE AS OFFICER OF SUBSIDIARIES; SERVICE AS DIRECTOR

     10.1  During the  Employment  Period,  the  Employee  shall,  if elected or
appointed,  serve  as (a) an  officer  of any  subsidiaries  of the  Company  in
existence or hereafter  created or acquired  [except for Certilman who need only
serve as President  of IAH,  Inc. and Haft who need not serve as an officer] and
(b) a director of the Company and/or any such  subsidiaries  of the Company,  in
each case without any additional compensation for such services.

11. EARLIER TERMINATION; PAYMENT FOLLOWING TERMINATION

     11.1 The Employee's employment hereunder shall automatically terminate upon
his death and may terminate at the option of the Company in the event of:

          (a) the  Employee's  incapacity,  as  provided  for in  Paragraph  6.l
     hereof; or

                                        8

          (b) "cause", as provided for in Paragraph 1.1 hereof.

Upon the termination of the Employee's  employment,  the Employment Period shall
be considered to have ended.

     11.2 In the event of the following:

          (a) the Company timely sends the Non-Extension  Notice to the Employee
     in accordance with the provisions of Paragraph 1.1 hereof;

          (b) prior to the Fifth  Anniversary  Date, the  Employee's  employment
     with the Company is not  terminated  in accordance  with the  provisions of
     Paragraph 11 hereof and he does not  voluntarily  terminate his  employment
     with the Company; and

          (c) the Employee's employment with the Company terminates on the Fifth
     Anniversary Date,

then,  the Company  shall  continue to pay to the  Employee his then annual base
salary for a period of two (2) years following the Fifth  Anniversary  Date (the
"Severance  Amount").  The  Severance  Amount  shall  be  payable  in  a  manner
consistent with the payment to the Employee theretofore of his salary.

     11.3 In the event of the  termination of the  Employee's  employment by the
Company during the Employment Period without cause, as liquidated  damages,  the
Employee shall be entitled to receive an amount equal to all  compensation  that
he would have been  entitled  to receive  for the  remainder  of the  Employment
Period  pursuant  to  Paragraph  4  hereof  as if his  employment  had not  been
terminated (the  "Post-Termination  Payments").  The  Post-Termination  Payments
shall  be  made  in a  manner  consistent  with  the  payment  to  the  Employee
theretofore of his salary as if he had remained in the employ of the Company. In
the event the  notice of  termination  of  employment  is given (a) prior to the
ninetieth  (90th) day prior to the Fifth  Anniversary  Date or (b) subsequent to
such ninetieth (90th) day but after the date of any Non-Extension  Notice timely
given,  then,  instead of any  obligation  to pay the  Employee  any amount with
regard to the  Extended  Term,  the  Employee  shall be  entitled to receive the
Severance Amount,  payable, as provided for in Paragraph 11.2 hereof,  following
the expiration of the Post-Termination Payments.

     11.4 The  Employee  shall not be required  to  mitigate  any damages he may
incur for any  termination of employment by the Company without cause by seeking
other  employment;  however,  any amounts paid or payable to the  Employee  from
other employment or other services shall reduce on a dollar-for-dollar basis any
amount otherwise payable to him pursuant to Paragraph 11 hereof.

                                        9

12. INJUNCTIVE RELIEF; REMEDIES

     12.1 The  Employee  acknowledges  and  agrees  that,  in the event he shall
violate or  threaten  to violate any of the  restrictions  of  Paragraph 3 (with
regard to the last clause  thereof) or 7 hereof,  the Company will be without an
adequate  remedy  at  law  and  will  therefore  be  entitled  to  enforce  such
restrictions  by temporary or permanent  injunctive  or mandatory  relief in any
court of competent jurisdiction without the necessity of proving damages.

     12.2 The Employee  agrees further that the Company shall have the following
additional rights and remedies:

          (i) The right and remedy to require  the  Employee  to account for and
     pay over to the  Company  all  profits  derived or  received  by him as the
     result of any  transactions  constituting a breach of any of the provisions
     of Paragraph  7.1, and the  Employee  hereby  agrees to account for and pay
     over such profits to the Company; and

          (ii) The right to recover  attorneys'  fees  incurred in any action or
     proceeding in which it seeks to enforce its rights under Paragraph 7 hereof
     and is successful on any grounds.

     12.3 Each of the rights and remedies  enumerated above shall be independent
of the other,  and shall be  severally  enforceable,  and all of such rights and
remedies  shall be in  addition  to,  and not in lieu of,  any other  rights and
remedies available to the Company under law or in equity.

     12.4 The parties hereto intend to and hereby confer jurisdiction to enforce
the  covenants  contained in Paragraph  7.1 upon the courts of any  jurisdiction
within the geographical scope of such covenants (a "Jurisdiction"). In the event
that  the  courts  of any  one or more of such  Jurisdictions  shall  hold  such
covenants unenforceable by reason of the breadth of their scope or otherwise, it
is the intention of the parties hereto that such determination not bar or in any
way affect the Company's right to the relief provided above in the courts of any
other  Jurisdiction,  as to breaches of such covenants in such other  respective
Jurisdictions,  the above covenants as they relate to each  Jurisdiction  being,
for this purpose, severable into diverse and independent covenants.

13. NO RESTRICTIONS

     13.l The Employee  hereby  represents  that  neither the  execution of this
Agreement  nor his  performance  hereunder  will (a) violate,  conflict  with or
result in a breach of any  provision  of, or  constitute  a default (or an event
which,  with notice or lapse of time or both,  would constitute a default) under
the  terms,  conditions  or  provisions  of any  contract,  agreement  or  other
instrument or obligation to which the Employee is a party, or by which he may be
bound, or (b) violate any order, judgment, writ, injunction or decree applicable
to the Employee.  In the event of a breach hereof,  in addition to the Company's
right to terminate this Agreement,  the Employee shall indemnify the Company and
hold it harmless from and against any and all claims, losses, liabilities, costs
and expenses (including reasonable attorneys' fees) incurred or suffered in

                                       10

connection with or as a result of the Company's  entering into this Agreement or
employing the Employee hereunder.

14. ARBITRATION

     14.1 Except with regard to Paragraph 12.1 hereof and any other matters that
are not a proper subject of arbitration, all disputes between the parties hereto
concerning the  performance,  breach,  construction  or  interpretation  of this
Agreement or any portion thereof, or in any manner arising out of this Agreement
or the  performance  thereof,  shall be  submitted  to binding  arbitration,  in
accordance  with  the  rules  of the  American  Arbitration  Association,  which
arbitration shall be carried out in the manner hereinafter set forth.

     14.2 Within twenty (20) days after written notice by one party to the other
of its demand for arbitration, which demand shall set forth the name and address
of its arbitrator, the other party shall select its arbitrator and so notify the
demanding  party.  Within twenty (20) days  thereafter,  the two  arbitrators so
selected  shall  select  the  third  arbitrator.  The  decision  of any  two (2)
arbitrators shall be binding upon the parties.  In default of either side naming
its  arbitrator  as  aforesaid  or in  default  of the  selection  of  the  said
arbitrator as aforesaid,  the American  Arbitration  Association shall designate
such arbitrator upon the application of either party. The arbitration proceeding
shall take place at a mutually  agreeable location in Nassau County, New York or
such other location as agreed to by the parties.

     14.3 A party who files a notice of demand for  arbitration  must  assert in
the demand all claims then known to that party on which arbitration is permitted
to be  demanded.  When a party  fails  to  include  a claim  through  oversight,
inadvertence or excusable neglect,  or when a claim has matured or been acquired
subsequently,  the  arbitrators may permit  amendment.  A demand for arbitration
shall be made within a  reasonable  time after the claim has  arisen,  and in no
event  shall it be made after the date when  institution  of legal or  equitable
proceedings  based on such claim  would be barred by the  applicable  statute of
limitations.

     14.4 The award  rendered  by the  arbitrators  shall be final,  binding and
conclusive,  shall be specifically enforceable, and judgment may be entered upon
it in accordance with  applicable law in the  appropriate  court in the State of
New York, with no right of appeal therefrom.

     14.5 Each party shall pay its or his own expenses of  arbitration,  and the
expenses of the  arbitrators  and the  arbitration  proceeding  shall be equally
shared;  provided,  however,  that,  if, in the  opinion  of a  majority  of the
arbitrators, any claim or defense was unreasonable,  the arbitrators may assess,
as part of their award, all or any part of the arbitration expenses of the other
party  (including  reasonable  attorneys'  fees) and of the  arbitrators and the
arbitration  proceeding  against the party  raising such  unreasonable  claim or
defense;  provided,  further, that, if the arbitration proceeding relates to the
issue of "cause"  for  termination  of  employment,  (a) if, in the opinion of a
majority of the arbitrators,  "cause" existed,  the arbitrators shall assess, as
part of their award, all of the arbitration  expenses of the Company  (including
reasonable   attorneys'  fees)  and  of  the  arbitrators  and  the  arbitration
proceeding  against the  Employee or (b) if, in the opinion of a majority of the
arbitrators, "cause" did not exist, the arbitrators shall assess, as part of

                                       11

their  award,  all of  the  arbitration  expenses  of  the  Employee  (including
reasonable   attorneys'  fees)  and  of  the  arbitrators  and  the  arbitration
proceeding against the Company.

15. ASSIGNMENT

     15.1 This Agreement,  as it relates to the employment of the Employee, is a
personal contract and the rights and interests of the Employee hereunder may not
be sold, transferred, assigned, pledged or hypothecated.

16. NOTICES

     16.1  Any  notice  required  or  permitted  to be  given  pursuant  to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certified or registered mail,  return receipt  requested and postage prepaid,
overnight mail or courier or telecopier as follows:

                If to the Employee:

                ------------------------
                ------------------------
                Telecopier Number:  _______________

                with a copy to:

                [for Lang and Weinzimer]
                Ruskin, Moscou, Evans & Faltischek, P.C.
                170 Old Country Road
                Mineola, NY  11501
                Attention: William A. Ubert, Esq.
                Telecopier Number: (516) 663-6641

                [for Certilman and Haft:]

                Certilman Balin Adler & Hyman, LLP
                90 Merrick Avenue
                East Meadow, New York 11554
                Attention:  Fred S. Skolnik, Esq.
                Telecopier Number:  (516) 296-7111

                                       12

                If to the Company:

                90 Merrick Avenue
                East Meadow, New York 11554
                Attention: Morton L. Certilman
                Telecopier Number: (516) 296-7111

                with a copy to:

                Certilman Balin Adler & Hyman, LLP
                90 Merrick Avenue
                East Meadow, New York 11554
                Attention:  Fred S. Skolnik, Esq.
                Telecopier Number:  (516) 296-7111

or at such other  address as any party  shall  designate  by notice to the other
party given in accordance with this Paragraph 16.1.

17. GOVERNING LAW

     17.1 This  Agreement  shall be governed by, and  construed  and enforced in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed entirely in New York.

18. WAIVER OF BREACH; PARTIAL INVALIDITY

     18.1 The  waiver  by  either  party of a breach  of any  provision  of this
Agreement  shall not  operate  or be  construed  as a waiver  of any  subsequent
breach. If any provision, or part thereof, of this Agreement shall be held to be
invalid or unenforceable,  such invalidity or unenforceability shall attach only
to such provision and not in any way affect or render  invalid or  unenforceable
any other provisions of this Agreement,  and this Agreement shall be carried out
as if such  invalid  or  unenforceable  provision,  or part  thereof,  had  been
reformed,  and any court of competent  jurisdiction or arbitrators,  as the case
may be, are authorized to so reform such invalid or unenforceable  provision, or
part thereof,  so that it would be valid,  legal and  enforceable to the fullest
extent permitted by applicable law.

19. ENTIRE AGREEMENT

     19.1 This Agreement  constitutes the entire  agreement  between the parties
with  respect to the  subject  matter  hereof and there are no  representations,
warranties or commitments except as set forth herein. This Agreement supersedes

                                       13

all prior  agreements,  understandings,  negotiations and  discussions,  whether
written or oral, of the parties  hereto  relating to the subject  matter hereof.
This  Agreement  may be amended,  and any  provision  hereof  waived,  only by a
writing  executed by the party  sought to be charged.  No amendment or waiver on
the  part of the  Company  shall  be  valid  unless  approved  by its  Board  of
Directors.

20. COUNTERPARTS

     20.1 This  Agreement may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original,  and all of which  taken  together  shall
constitute one and the same instrument.

21. FACSIMILE SIGNATURES

     21.1 Signatures  hereon which are transmitted via facsimile shall be deemed
original signatures.

22. REPRESENTATION BY COUNSEL; INTERPRETATION

     22.1 The Employee  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 Employee.  The  provisions of this  Agreement  shall be
interpreted  in a reasonable  manner to give effect to the intent of the parties
hereto.

23. HEADINGS

     23.1 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 the intent of the parties or affect any of the  provisions
of this Agreement.

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\EMPLOY5.FRM

                                       14

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
day and year above written.

                               EXTECH CORPORATION

                                          By:                                  

                                          -------------------------------------

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\EMPLOY5.FRM

                                       15

                                                                  EXHIBIT 4.3(a)

                                                             -------------, ----

                                                                    $-----------

                                 PROMISSORY NOTE

     FOR  VALUE  RECEIVED,_____________  (the  "Maker"),  having an  address  as
indicated  under  his  name,  hereby  promises  to pay to the  order  of  EXTECH
CORPORATION,  a Delaware  corporation  ("Extech"),  at 90 Merrick  Avenue,  East
Meadow,  New York or at such other  place as the holder  hereof may from time to
time  designate  in  writing,  in  immediately  available  New York  funds,  the
principal sum of  _____________________  THOUSAND DOLLARS ($________),  together
with interest on the outstanding  principal  balance from the date hereof at the
rate of ___ percent  (__%) per annum [Wall Street  Journal prime rate at time of
execution].  The principal  amount of this Note,  together with accrued interest
thereon,  shall be payable in four (4) equal annual installments  commencing one
(1) year from the date hereof and continuing on the  anniversary day of the date
hereof of each  subsequent  year, in such annual amount as shall be necessary to
selfamortize  this Note at the end of such four (4) year period [if this Note is
dated later than three (3) years after the Closing Date,  then the payment terms
shall be amended so that any payment that would be otherwise due after seven (7)
years from the  Closing  Date shall be due on such  seventh  anniversary  date];
provided,  however, that the amounts due under this Note shall be payable sooner
to the  extent of any  proceeds  received  by the  Maker  from the sale or other
disposition  of any shares of Common Stock of Extech on or after the date hereof
(the proceeds being immediately payable to Extech).

     The  payment of all  amounts  due under this Note is secured by a pledge of
________  shares of Common Stock of Extech [five times the  principal  amount of
this  Note]  owned by the  Maker  pursuant  to a Pledge  Agreement  of even date
between the Maker and Extech (the "Pledge Agreement").

     In the event (a) the Maker shall (i) fail to make any payment due hereunder
and  such  failure  shall  continue  unremedied  for a period  of ten (10)  days
following  the date of written  notice of  default;  (ii)  admit in writing  his
inability to pay his debts as they mature;  (iii) make a general  assignment for
the benefit of creditors;  (iv) be adjudicated a bankrupt or insolvent; (v) file
a  voluntary  petition  in  bankruptcy  or a  petition  or an answer  seeking an
arrangement with creditors; (vi) take advantage of any bankruptcy, insolvency or
readjustment  of debt law or statute or file an answer  admitting  the  material
allegations  of a petition  filed against him in any  proceeding  under any such
law; or (vii) have entered  against him a court order approving a petition filed
against him under the Federal  Bankruptcy Act; or (b) there shall be a breach of
any  representation,  warranty,  covenant  or other  agreement  set forth in the
Pledge  Agreement or that certain  Employment  Agreement dated  _________,  1998
between the Maker and Extech and such breach  shall  continue  unremedied  for a
period of fifteen (15) days following the date of written notice  thereof,  then
and in each and every such event,  Extech  may, by written  notice to the Maker,
declare the entire unpaid  principal  amount of this Note then  outstanding plus
accrued interest to be forthwith due and payable whereupon the same shall become
forthwith due and payable.

     The Maker may prepay  the  principal  amount of this  Note,  in whole or in
part,  from time to time,  without  premium or penalty,  provided that the Maker
pays all interest  accrued with regard to the  principal  prepaid to the date of
prepayment.

     If the  Maker  shall  fail to pay when  due,  whether  by  acceleration  or
otherwise,  all or any portion of the principal  amount hereof,  any such unpaid
amount  shall bear  interest for each day from the date it was so due until paid
in full at the rate of sixteen percent (16%) per annum, payable on demand.

     Notwithstanding  anything to the contrary  contained in this Note, the rate
of interest payable on this Note shall never exceed the maximum rate of interest
permitted under applicable law.

     This Note may not be waived,  changed,  modified or discharged  orally, but
only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceedings  (whether at the trial or appellate  level),  or should this Note be
placed in the hands of any agent or  attorneys  for  collection  upon default or
maturity,  the Maker  agrees to pay, in  addition  to all other  amounts due and
payable hereunder, all reasonable costs and expenses of collection or attempting
to collect this Note, including reasonable attorneys' fees.

     The Maker and any endorsers  hereof,  for themselves  and their  respective
representatives,  successors  and  assigns,  expressly  (a)  waive  presentment,
protest, notice of dishonor,  notice of non-payment,  notice of maturity, notice
of  protest,  diligence  in  collection,  and  the  benefit  of  any  applicable
exemptions,  including,  but not limited to, exemptions claimed under insolvency
laws,  and (b)  consent  that  Extech may  release  or  surrender,  exchange  or
substitute  any property or other  collateral  or security now held or which may
hereafter be held as security  for the payment of this Note,  and/or may release
any guarantor,  and/or may extend the time for payment and/or  otherwise  modify
the terms of payment of any part or the whole of the debt evidenced hereby.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by a nationally  recognized  overnight mail or courier service,  or when sent by
facsimile  transmission (with transmission  confirmation) to any party hereto at
its  address  stated  herein or at such  other  address  of which it shall  have
notified the party giving such notice in writing as aforesaid.

     Extech  shall be entitled to assign all or any portion of his right,  title
and interest in and to this Note at his sole  discretion  without  notice to the
Maker,  provided  that  the  Maker  shall  continue  to make  payments  required
hereunder to Extech until he has received notice of change of payee for payments
as provided herein.

                                        2

     Notwithstanding  any  other  provision  of this  Note,  all  payments  made
hereunder shall be applied first to payment of sums payable hereunder other than
interest and principal,  secondly, interest on the principal balance outstanding
hereunder from time to time, and thirdly to principal.

     The Maker  acknowledges and agrees that the obligations under this Note are
unconditional  and are not  subject to any  defense,  counterclaim,  or right of
offset or setoff.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of New York, excluding conflict of law principles thereof.

     The  Maker  acknowledges  that  he  has  been  represented  by  counsel  in
connection  with this Note.  Accordingly,  any rule or law or any legal decision
that would require the  interpretation  of any claimed  ambiguities in this Note
against the party that drafted it has no application and is expressly  waived by
the Maker.  The  provisions  of this Note shall be  interpreted  in a reasonable
manner to give effect to the intent of the Maker and Extech.

                                       [                                     ]
                        Address: 2545 Hempstead Turnpike
                                    Suite 100
                           East Meadow, New York 11554
                        Telecopier Number: (516) 735-7379

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43A.NOT
                                        3

                                 ACKNOWLEDGMENT

STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NASSAU        )

     On ____________, ____ before me personally came ______________ to me known,
and known to be the  individual  described  in, and who executed  the  foregoing
Note, and duly acknowledged to me that he executed the same.

                                                       Notary Public

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43A.NOT
                                        4

                                                                  EXHIBIT 4.3(b)

     PLEDGE AGREEMENT, dated ____________,  ____, by and between __________ (the
"Pledgor") and EXTECH CORPORATION, a Delaware corporation (the "Pledgee").

     WHEREAS, simultaneously herewith, the Pledgee is loaning to the Pledgor the
amount of ___________  Thousand Dollars ($________) and the Pledgor is executing
and delivering to the Pledgee a Promissory  Note in such  principal  amount (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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        1

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 (collectively, "Liens").

     (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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        2

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 [for Lang:  Abraham  Weinzimer and for
Weinzimer:  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

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        3

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 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  _____________  thousand  (________)  shares of
Common  Stock of the  Pledgee  [five  times the  principal  amount of the Note],
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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        4

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:

            Ruskin, Moscou, Evans & Faltischek, P.C.
            170 Old Country Road
            Mineola, New York  11501
            Attention: William A. Ubert, Esq.
            Telecopier Number:  (516) 663-6643

            If to the Pledgee:

            90 Merrick Avenue
            East Meadow, New York  11554
            Attention:  President
            Telecopier Number:  (516) 296-7111

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        5

            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.

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        6

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

                                               [---------------]

                                               EXTECH CORPORATION

                                               By:                             
                                                       Morton L. Certilman,
                                                       President

K:\WPDOC\CORP\EXTECH\DCAP\EXHIBITS\EMPL43B.PLG
                                        7

                                                                     EXHIBIT 7.9

                         RESTRICTIVE COVENANT AGREEMENT

                                                              ____________, 1998

EXTECH Corporation
90 Merrick Avenue
East Meadow, New York  11554

Dear Sirs:

     The  undersigned  has entered into an agreement,  dated March __, 1998 (the
"Agreement"),  with, among others, EXTECH Corporation ("EXTECH") with regard to,
among other things,  the  acquisition  by EXTECH of all the  outstanding  Common
Shares of Dealers Choice Automotive Planning Inc., all of the outstanding Common
Shares of the Affiliated  Companies (as defined in the Agreement) and certain of
the  outstanding  Common  Shares  of  the  Joint  Ventures  (as  defined  in the
Agreement).  The Agreement provides that, as a condition to EXTECH's  obligation
to consummate the transactions contemplated thereby, it shall have received this
letter from the undersigned.

     All  capitalized  terms used herein that are defined in the Agreement shall
have the meanings ascribed to them therein.

     1. In order to induce EXTECH to consummate the transactions contemplated by
the  Agreement,  the  undersigned  hereby  covenants  and agrees  with EXTECH as
follows:

          (i) The undersigned  will not at any time within five (5) years of the
     date hereof, without the prior written consent of EXTECH (which consent the
     undersigned  acknowledges and agrees will require the approval of the Board
     of Directors of EXTECH),  directly or indirectly,  anywhere within five (5)
     miles of the  location  of any  office of any of the DCAP  Entities  or any
     franchisee  thereof,  whether  individually  or  as a  principal,  officer,
     employee,  partner, member, manager, director or agent of, or consultant or
     independent  contractor to, any entity,  other than on behalf of or for the
     benefit of EXTECH, any of the DCAP Entities or any entity over which EXTECH
     has control:

               (a) engage or  participate  in a business  which is similar to or
          competitive with, directly or indirectly,  the DCAP Business and shall
          not make any  investments in any such similar or  competitive  entity,
          except that the  foregoing  shall not  restrict the  undersigned  from
          acquiring  up to one percent (1%) of the  outstanding  voting stock of
          any entity whose securities are listed on a stock exchange or Nasdaq;

               (b) cause or seek to persuade any  director,  officer,  employee,
          customer,  client,  account,  agent or supplier of, or  consultant  or
          independent  contractor  to, any DCAP Entity,  or others with whom any

                                        1

          DCAP Entity has had a business relationship  (collectively,  "Business
          Associates"),   to  discontinue  or  materially   modify  the  status,
          employment  or  relationship  of such  person or entity with such DCAP
          Entity  following  the  date  hereof,  or to  become  employed  in any
          activity similar to or competitive with the business activities of any
          DCAP Entity;

               (c) cause or seek to persuade any prospective  customer,  client,
          account or other  Business  Associate of any DCAP Entity (which at the
          date hereof was then actively being  solicited by such DCAP Entity) to
          determine  not to enter  into a business  relationship  with such DCAP
          Entity or to materially modify its contemplated business relationship;

               (d) hire,  retain or associate in a business  relationship  with,
          directly or indirectly,  any director, officer or employee of any DCAP
          Entity; or

               (e) solicit or cause or authorize to be solicited, or accept, for
          or on behalf of the undersigned or any third party, any business from,
          or the entering into a business relationship with, (I) others who are,
          or were  within one (1) year  prior to the date  hereof,  a  customer,
          client, account or other Business Associate of any DCAP Entity or (II)
          any prospective customer,  client, account or other Business Associate
          of any DCAP  Entity  which at or about the date  hereof  was  actively
          being solicited by such DCAP Entity.

          (ii) The foregoing  restrictions shall cease to apply in the event (a)
     the  undersigned's  employment  with EXTECH is terminated by EXTECH without
     cause (as such term is defined in that certain Employment Agreement of even
     date  between  EXTECH  and the  undersigned),  (b) EXTECH  defaults  in its
     obligation  to make any  payments  provided  for in  Paragraph  11.3 of the
     Employment  Agreement and (c) such default continues for a period of twenty
     (20) days  following  receipt by EXTECH of written  notice thereof from the
     undersigned.

          (iii) The restrictive  covenants contained in this letter are material
     elements of the  consideration to be paid by EXTECH under the Agreement and
     are  reasonable  and properly  required for the adequate  protection of the
     business interests being acquired thereby.

          (iv) The covenants  contained herein are separate and independent from
     any other  covenants  contained in any other  agreement and may be enforced
     irrespective of any other such covenants.

          (v) If any provision, or part thereof, of this letter shall be held to
     be invalid or  unenforceable,  such  invalidity or  unenforceability  shall
     attach only to such  provision and not in any way affect or render  invalid
     or unenforceable any other provision of this letter,  and this letter shall
     be carried  out as if such  invalid  or  unenforceable  provision,  or part
     thereof,  had been  reformed,  and any court of competent  jurisdiction  or
     arbitrators,  as the case may be, are  authorized to so reform such invalid
     or  unenforceable  provision,  or part thereof,  so that it would be valid,
     legal and enforceable to the fullest extent permitted by applicable law.

                                        2

     2. The parties recognize that,  because of the nature of the subject matter
of this letter, it would be impracticable  and extremely  difficult to determine
actual  damages to EXTECH in the event of a breach or  threatened  breach of any
provision of this letter by the undersigned.  Accordingly, in such event, EXTECH
shall have the following rights and remedies:

          (i) The  right  and  remedy  to have  the  provisions  of this  letter
     specifically   enforced  by  any  court  or   arbitrators   having   equity
     jurisdiction,   by  way  of  injunctive  relief  or  otherwise,   it  being
     acknowledged  and agreed  that any such  breach or  threatened  breach will
     cause irreparable injury to EXTECH, and that money damages will not provide
     an adequate remedy to EXTECH;

          (ii) The right and remedy to require  the  undersigned  to account for
     and pay over to EXTECH all profits  derived or received by the  undersigned
     as the  result  of any  transactions  constituting  a breach  of any of the
     provisions of Section 1, and the  undersigned  hereby agrees to account for
     and pay over such profits to EXTECH; and

          (iii) The right to recover  attorneys'  fees incurred in any action or
     proceeding in which it seeks to enforce its rights hereunder.

          Each of the rights and remedies  enumerated above shall be independent
     of the other,  and shall be severally  enforceable,  and all of such rights
     and remedies  shall be in addition to, and not in lieu of, any other rights
     and remedies available to EXTECH under law or in equity.

     3. The parties hereto intend to and hereby confer  jurisdiction  to enforce
the covenants  contained in Section 1 upon the courts of any jurisdiction within
the geographical scope of such covenants (a  "Jurisdiction").  In the event that
the courts of any one or more of such  Jurisdictions  shall hold such  covenants
unenforceable  by reason of the breadth of their scope or  otherwise,  it is the
intention of the parties  hereto that such  determination  not bar or in any way
affect  EXTECH's  right to the relief  provided above in the courts of any other
Jurisdiction,  as to  breaches  of  such  covenants  in  such  other  respective
Jurisdictions,  the above covenants as they relate to each  Jurisdiction  being,
for this purpose, severable into diverse and independent covenants.

     4. This letter  shall be  construed,  and the legal  relations  between the
parties hereto determined,  in accordance with the laws of the State of New York
applicable to agreements  made and to be performed  entirely within the State of
New York.

     5. The waiver by EXTECH of a breach of any  provision  of this letter shall
not operate or be  construed  as a waiver of any  subsequent  breach.  No waiver
shall be  effective  unless in  writing,  executed  by EXTECH  and  approved  by
EXTECH's Board of Directors.

     6.  This  Agreement   supersedes  all  prior  agreements,   understandings,
negotiations  and  discussions,  whether written or oral, of the undersigned and

                                        3

EXTECH relating to the matters set forth herein. This letter may be amended only
by a writing executed by the undersigned and EXTECH. No amendment on the part of
EXTECH shall be valid unless approved by its Board of Directors.

                                                Very truly yours,

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\RESTCOV3.FRM
                                        4

                                                                    Exhibit 7.13

                           HAROLD L. KESTENBAUM, P.C.
                                 Attorney At Law
                               585 Stewart Avenue
                                    Suite 700
                           Garden City, New York 11530
                                 (516) 745-0099
                               Fax (516) 745-6642

                                                            May 8, 1998

EXTECH Corporation
90 Merrick Avenue
East Meadow, New York  11554

Gentlemen:

     I have acted as counsel to DCAP Management Inc. (the "Company") since on or
about November of 1992 in connection  with the Company's  offerings and sales of
"DCAP  Insurance"  franchises  (the  "Franchises")  to various  entities.  To my
knowledge,  the  Company  is the  only  entity  that has  ever  offered  or sold
Franchises.  I have been  advised  that Kevin Lang  ("Lang")  and Abe  Weinzimer
("Weinzimer")   wish  to  enter  into  an  agreement  with  EXTECH   Corporation
("EXTECH"),  Morton L. Certilman and Jay M. Haft (the  "Agreement")  pursuant to
which, among other matters,  Lang and Weinzimer are to sell to EXTECH all of the
issued and  outstanding  Common Stock of the  Company.  I have been advised that
EXTECH has required my opinion with respect to the Company and the Franchises as
a condition to its execution, delivery and consummation of the Agreement.

     All capitalized  terms used herein which are defined in the Agreement shall
have the meanings ascribed to them therein.

     In my  capacity  as  such  counsel  to the  Company,  I have  examined  all
documents  relating  to the  Company's  registration  of the  offer  and sale of
franchises in the State of New York (the "Registration"), and all relevant laws,
rules and regulations  pertaining thereto,  including,  without limitation,  the
Franchise  Sales Act (the "Act") and all relevant  regulations  thereunder,  and
relevant Federal Trade Commission rules relating to franchising.

     I am of the opinion that:

     1. The Company's Registration was current, effective and in compliance with
all laws,  regulations  and other  requirements  of all  governmental  and other
regulatory  bodies with  respect to  franchises  from  October 24, 1994  through
October 31, 1997, and except as set forth in paragraph 2 of this opinion,  since

                                                              EXTECH Corporation
                                                                     May 8, 1998
                                                                          Page 2

such date. To my knowledge,  the Company did not offer or sell Franchises before
October 24, 1994.

     2. From October 31, 1997 through May 5, 1998,  the  Company's  Registration
was not in compliance with the requirements of the Act. During such time period,
the Company  offered and sold six Franchises in New York to various  individuals
(the  "Franchisees"),  one  such  sale  being  an  exempt  sale  under  the Act.
Notwithstanding  that such offers and sales were made at a time when the Company
was not in compliance with the requirements of the Act, the Company subsequently
filed with all necessary governmental  authorities all documentation required to
properly make rescission  offers to the various  Franchisees with respect to the
improperly  offered  Franchises,  all  of  the  Franchisees  duly  rejected  the
Company's  rescission offer, none of the Franchisees has any continuing right to
rescind  his  purchase  of a  Franchise  under  the Act and the  Company  has no
obligation or liability to any person, entity or governmental body in connection
with any of the foregoing under the Act.

     3. The Company's Registration has been current, effective and in compliance
with  the  Act  and  all  laws,   regulations  and  other  requirements  of  all
governmental and other regulatory bodies with respect to franchises since May 5,
1998 and through the date hereof.

     4. To my knowledge,  the Company has not offered or sold any  Franchises to
any Person  residing or doing  business in the State of New Jersey or  otherwise
outside the State of New York.

     5. Based upon representations made to me by Lang and Weinzimer that the fee
paid by a joint venture partner was an additional  capital  contribution to such
joint venture, then neither the establishment nor operation of the entities (the
"Joint  Ventures")  that utilize the "DCAP" name and are owned  one-half by Lang
and  Weinzimer,  the two  shareholders  of the  Company,  on the one  hand,  and
one-half by the operator(s) of the Joint Venture, on the other hand, required or
requires  any  filings  with  the New York  State  Department  of Law,  or other
governmental or other regulatory body with respect to franchising,  or was or is
otherwise  subject to any laws,  rules or regulations of the states of New York,
or New  Jersey or the  United  States of America  with  respect to  franchising.
However, the foregoing is only my opinion. There can be no assurance that any of
the above mentioned governmental authorities would concur with this opinion. The
creation of the Joint  Ventures  and whether they are  franchises  or not, is an
issue  that would be subject to  interpretation  by the  aforesaid  governmental
agencies, thereby qualifying my opinion regarding same. Whether or not any Joint
Venture is deemed to be a  franchise  that is subject  to the Act,  any  private
right of action for rescission under Section 691.2 of the Act (which is the sole
remedy  under the Act) with respect to such Joint  Venture  would be time barred
under the Act as of the date that is three years from the date of the  execution
of the agreements  relating to the  establishment  of such Joint Venture.  Under
Section  691.2 of the Act, in the event of a  rescission  the sole remedy is the
return of  consideration  paid the  franchisor,  less the  amount  earned by the
franchisee  from the  franchise.  The New York State  Department  of Law may not
bring a civil action under  Section  691.2 of the Act with regard to a violation
of the Act.

                                                              EXTECH Corporation
                                                                     May 8, 1998
                                                                          Page 3

     EXTECH  Corporation  May 8,  1998 Page 3 6. No  consent  of any Body or any
other Person is required to be received by or on the part of the  Company,  with
respect to Franchises,  to enable the  Shareholders  to enter into and carry out
the Agreement and the  transactions  contemplated  thereby,  including,  without
limitation,  the  transfer to EXTECH of all of the right,  title and interest of
the Shareholders in and to outstanding shares of Common Stock of the Company.

     7. To the  best of my  knowledge,  there  are no  Actions  relating  to the
Company or any of its assets or business  pending or  threatened,  or any order,
injunction,  order or decree  outstanding,  against  the  Company  or against or
relating  to any of its assets or  business.  To the best of my  knowledge,  the
Company  is  not  in  violation  of  any  law,  regulation,   ordinance,  order,
injunction,  decree,  award, or any other  requirements  of any  governmental or
other regulatory body, court or arbitrator relating to Franchises.

     8. Neither the execution  and delivery of the  Agreement nor  compliance by
either  of the  Shareholders  with  any  of  the  provisions  thereof,  nor  the
consummation of the transactions  contemplated thereby, will (a) violate,  alone
or with  notice  or the  passage  of time,  or both,  result  in the  breach  or
termination of, or otherwise give any party the right to terminate, or declare a
Default under the terms of any Contract with respect to Franchises,  known to me
to which the Company is a party,  or (b) violate  any law or  regulation  of any
jurisdiction relating to the Company with respect to Franchises.

                                                    Very truly yours,

                                                    /s/ Harold L. Kestenbaum

                                                    Harold L. Kestenbaum

HLK:ljw

                                                                    Exhibit 7.14

                        AGREEMENT FOR PURCHASE OF SHARES

     This  AGREEMENT  dated as of the ___ day of  __________,  1998 by and among
KEVIN LANG ("Lang"),  ABRAHAM WEINZIMER ("Weinzimer" and together with Lang, the
"Shareholders") and EXTECH CORPORATION, a Delaware corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the  Shareholders  are each the owners of shares of the Company's
Common Stock, $.01 par value ("Common  Shares"),  and may in the future acquire,
through direct or beneficial ownership, additional Common Shares;

     WHEREAS,  Lang and Weinzimer are the owners of insurance  policies on their
respective   lives  in  the  amounts  of  $______  and  $_______,   respectively
(individually,   a  "Policy"  and   collectively,   the  "Policies"),   and  are
concurrently assigning ownership of the Policies to the Company;

     WHEREAS,   __________   and   __________   are  currently  the   respective
beneficiaries  of the Policies and,  upon the  assignment of the Policies to the
Company, the Company shall become the beneficiary thereof;

     WHEREAS,  Lang and Weinzimer  hereby  represent that the annual premiums on
their  respective  Policies are  $_________  and  $_____________  (the  "Current
Premiums"); and

     WHEREAS,  the  Company  and the  Shareholders  have agreed that the Company
shall  purchase  a certain  number  of Common  Shares  from the  estates  of the
Shareholders  following the death of either or both of them,  upon the terms and
conditions hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:

                                        1

     1. Purchase of Shares Upon Death of a Shareholder.

          (a) In the event of the death of either or both of the Shareholders (a
     "Deceased  Shareholder"),  the  estate  of the  Deceased  Shareholder  (the
     "Estate")  shall sell to the Company,  and the Company shall  purchase from
     the Estate,  such  number of Common  Shares as equals the lesser of (i) the
     quotient  of  the  proceeds  of  the  particular   Policy  (the  "Insurance
     Proceeds")  divided  by the Fair  Market  Value  per Share (as such term is
     hereinafter defined), rounded to the nearest whole number of Shares or (ii)
     the number of Shares  owned,  beneficially  or of record,  by the  Deceased
     Shareholder (the "Shares").  The purchase price per Share shall be the Fair
     Market Value per Share (the "Purchase Price").

          (b) Upon the  appointment  of a legal  representative  for a  Deceased
     Shareholder (the "Legal  Representative"),  the Legal  Representative shall
     give notice of such fact to the Company (the "Notice of Appointment").  The
     purchase and sale  provided  for in  paragraph  (a) shall take place at the
     offices of the Company  thirty (30) days following the later of (i) receipt
     of the Notice of Appointment or (ii) receipt of the Insurance Proceeds,  or
     at such other  place or on such other  date as the  parties  may agree upon
     (the "Closing").

          (c) At the Closing, the Purchase Price shall be paid by the Company to
     the  Estate  by  certified  check  or wire  transfer  against  delivery  of
     certificates representing the Shares, duly endorsed or accompanied by stock
     powers duly executed,  and  accompanied by evidence that all transfer taxes
     with  respect   thereto  have  been  paid.   At  the  Closing,   the  Legal
     Representative  shall  represent  to  the  Company  that  (i)  he  is  duly
     authorized  to sell the Shares to the  Company and (ii) the Shares are held

                                        2

     by the Estate,  and  pursuant  to the  purchase  and sale,  the Estate will
     deliver  good  title to the  Shares,  free and clear of any and all  liens,
     pledges, security interests, claims, rights, options and other encumbrances
     (collectively "Liens").
         
          (d)  The  Company's   obligation  to  purchase  the  Shares  shall  be
     conditioned  upon its receipt of the Insurance  Proceeds.  If the Insurance
     Proceeds  shall  exceed the Purchase  Price for the Shares,  the balance of
     said proceeds shall be and remain the property of the Company.

          (e) Notwithstanding the foregoing,  if a Deceased Shareholder shall be
     indebted to the  Company at the time of his death,  the amount of such debt
     shall first be deducted from the amount payable to his Estate hereunder.

     2.  Determination of Fair Market Value.  For purposes  hereof,  Fair Market
Value per Share shall be deemed to be the Closing Price (as hereinafter defined)
for the Company's  Common Shares on the business day  immediately  preceding the
date of the Shareholder's death. The Closing Price for any day shall be the last
sale price  regular way or, in case no last sale  information  is available  for
such day, the average of the last reported bid and asked prices  regular way for
such day, in either case on the principal national  securities exchange on which
the  Common  Shares  are  listed or  admitted  to  trading,  or if not listed or
admitted to trading on such exchange, as reported by NASDAQ for such day, or, if
the  Common  Shares  are not  listed  on  NASDAQ,  as  reported  by the NASD OTC
Electronic Bulletin Board (the "Bulletin Board") for such day, or, if not listed
on the  Bulletin  Board,  the  average of the  highest  reported  bid and lowest
reported  asked prices as reported by the  National  Quotation  Bureau,  LLC, or
other similar  organization  if such  organization  is no longer  reporting such
information,  for such day, or if none of the  foregoing is so  available,  Fair
Market  Value per Share for such day shall be  determined  in good  faith by the
Board of Directors of the Company.

                                        3

          3. Life Insurance  Policies.  Each Shareholder  hereby  represents and
     warrants to the Company that he owns his  respective  Policy free and clear
     of all Liens.  The  Shareholders  hereby assign to the Company all of their
     right, title and interest in and to the respective Policies, free and clear
     of all Liens.  The Company  hereby  agrees to maintain in effect during the
     respective  Shareholder's Employment Period (as such term is defined in the
     respective  Shareholder's  Employment  Agreement  with the  Company of even
     date), at its sole cost and expense, the respective Policies (provided that
     the premiums with respect thereto do not exceed the Current Premiums).  The
     Company shall be the owner and beneficiary of each Policy.
       
          4. Notices.  Any and all notices or other communications or deliveries
     required or permitted to be given or made pursuant to any of the provisions
     of this  Agreement  shall be deemed to have been duly given or made for all
     purposes  when in  writing  and  hand  delivered  or sent by  certified  or
     registered mail,  return receipt  requested and postage prepaid,  overnight
     mail, nationally recognized overnight courier or telecopier as follows:

         If to the Company:

         90 Merrick Avenue
         East Meadow, New York 11554
         Attention:  Morton L. Certilman, Chairman of the Board
         Telecopier Number:  (516) 296-7111

         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

                                        4

         If to either Shareholder:

         c/o DCAP
         2545 Hempstead Turnpike
         Suite 100
         East Meadow, New York  11554
         Telecopier:  (516) 735-7379

         With a copy to:

         Ruskin, Moscou, Evans & Faltischek, P.C.
         170 Old Country Road
         Mineola, New York  11501
         Attention:  William A. Ubert, Esq.
         Telecopier: (516) 663-6643

     or at such other  address as any party may  specify by notice  given to the
     other party in accordance with this Section 4.
  
     5.  Governing  Law.  This  Agreement  shall be  construed  and  enforced in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed in such state.

     6. Entire Agreement. This Agreement contains the entire agreement among the
parties with respect to the subject  matter  hereof and  supersedes  any and all
prior written or oral understandings with respect to the subject matter hereof.

     7.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit  of the legal  representatives,  successors  and  assigns of the
parties hereto.

     8.  Modification.  This  Agreement  may  be  modified  only  by  a  written
instrument  executed by the Company and the respective  Shareholder whose Shares
are affected thereby.

     9. Further  Assurances.  Each of the Shareholders shall execute and deliver
such additional  instruments and documents as the Company may reasonably request
in order to carry out the provisions of this Agreement.

                                        5

         
     10.  Facsimile  Signatures.  Signatures  hereon which are  transmitted  via
facsimile shall be deemed original signatures.

     11  Representation  by Counsel;  Interpretation.  Each  Shareholder and the
Company acknowledges that he or it has been represented by counsel in connection
with this Agreement and the transactions contemplated hereby.  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

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                              EXTECH CORPORATION

                                              By:                           
                                                  Morton L. Certilman
                                                  Chairman of the Board

                                              Kevin Lang

                                              Abraham Weinzimer

K:\WPDOC\CORP\EXTECH\DCAP\CLOSING\SHARE2.AGT

                                        7

                                                                     EXHIBIT 8.7

     STOCK OPTION  AGREEMENT,  dated as of  ___________,  1998,  between  EXTECH
CORPORATION,  a Delaware  corporation (the "Company"),  and  _____________  (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  Amended
and Restated  1990 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 __________  Thousand  (__,000)  [Lang -
200,000; Weinzimer - 200,000; Certilman - 100,000; Haft - 100,000] Common Shares
of the Company (the "Option Shares") during the following periods:

          (a) All or any part of _________  Thousand (__,000)  [one-half] 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  ___________  Thousand  (__,000)
     [one-half]  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 is intended  to meet the  requirements  of
Section  422 of the  Internal  Revenue  Code of 1986,  as  amended,  relating to
"incentive stock options".

     3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
________  ($___) [110% of fair market value, as defined in the Plan, on the date
of grant] (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 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:  Chief Executive Officer (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

                                        2

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.

                                                   EXTECH CORPORATION

                                                   By:                   

                                                   Address

                                                   Fax Number

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\STKOPTN1.FRM
                                        3

                               EXTECH Corporation
                                90 Merrick Avenue
                           East Meadow, New York 11554

                                                              September 9, 1998

Kevin Lang
Abraham Weinzimer
c/o Dealers Choice Automotive
  Planning Inc.
2545 Hempstead Turnpike
East Meadow, NY 11554

Morton L. Certilman
90 Merrick Avenue
East Meadow, NY 11554

Jay M. Haft
c/o Parker, Duryee, Rosoff & Haft
529 Fifth Avenue, 8th Floor
New York, NY 10017

Gentlemen:

     Reference is made to that certain  Agreement,  dated as of May 8, 1998,  by
and among EXTECH Corporation,  Morton L. Certilman,  Jay M. Haft, Kevin Lang and
Abraham Weinzimer (the "Agreement").

     All capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Agreement.

     Each  of the  parties  to the  Agreement  hereby  agrees  to the  following
amendments to the Agreement:

     (i)  The number of Common  Shares of EXTECH that each of Messrs.  Certilman
          and Haft shall be granted  the right and option to  purchase  shall be
          225,000 and all  references  in the  Agreement  and the  exhibits  and
          schedules  thereto,  including,  without  limitation,  Section  9.2 of
          Exhibit  7.8  (Employment  Agreement  ) and  Section 1 of Exhibit  8.7
          (Stock Option Agreement), are hereby amended accordingly.

     (ii) EXTECH  acknowledges  receipt of the  preliminary  unaudited  combined
          balance  sheet  of the  DCAP  Entities  as of June  30,  1998  and the
          preliminary  unaudited  combined  financial  statements  of  the  DCAP

                                        1

          Entities  for the six  month  period  then  ended  attached  hereto as
          Schedule 1. EXTECH  acknowledges  that such  financial  statements are
          subject to normal year-end audit adjustments, which Lang and Weinzimer
          represent will not be material. The receipt of the foregoing shall not
          be construed  as a limitation  or waiver of any rights that EXTECH may
          have under the Agreement with respect thereto.

     (iii)Lang and Weinzimer  acknowledge  receipt of EXTECH's  Quarterly Report
          on Form 10-QSB for the period ended June 30, 1998.  Lang and Weinzimer
          acknowledge  that such  financial  statements  are subject to year-end
          audit adjustments,  which EXTECH represents will not be material.  The
          receipt of the  foregoing  shall not be construed  as a limitation  or
          waiver  of any  rights  that  Lang or  Weinzimer  may have  under  the
          Agreement with respect thereto.

     (iv) EXTECH consents to the following:

          (a)  the sale by DCAP  Garden  City Park,  Inc ("GCP") of its books of
               account upon the terms set forth on Schedule 2 attached hereto;

          (b)  the acquisition by GCP of the 50% interest of Peter Gazzo therein
               upon the terms set forth on Schedule 2 attached hereto (GCP to be
               moved from Schedule B to Schedule A to the Agreement);

          (c)  the contemplated  acquisition by DCAP or DCAP White Plains,  Inc.
               ("WP") or White Plains Agency,  Inc.  ("WPA") of the 50% interest
               of Fred and  Helene  Small in WP and WPA upon the terms set forth
               on Schedule 2 attached hereto;

          (d)  the contemplated  sale by DCAP Oceanside,  Inc.  ("Oceanside") of
               its books of  account  upon the terms  set  forth on  Schedule  2
               attached hereto;

          (e)  the taking of the other  actions set forth on Schedule 2 attached
               hereto;

          (f)  the addition of DCAP Income Tax  Services,  Inc. to Schedule A to
               the  Agreement as an entity  wholly owned by Lang and  Weinzimer;
               and

          (g)  the granting of additional DCAP franchises, the closing by one or
               more of the DCAP Entities of their respective store locations and
               the sale by one or more of the DCAP Entities of their  respective
               books of account upon terms reasonably satisfactory to EXTECH.

     (v)  Lang and Weinzimer consent to the following:

          (a)  the issuance and sale by EXTECH of 1,486,893 shares of Common

                                        2

               Stock to Eagle Insurance Company ("Eagle") at a purchase price of
               $.67 per share (an  aggregate  of  $996,218.31)  pursuant  to the
               terms and conditions of a Subscription Agreement substantially in
               the form of the draft thereof dated September 2, 1998 (the "Eagle
               Agreement"),  such issuance and sale to occur  concurrently  with
               the Closing of the Agreement;

          (b)  an  increase in the size of the Board of  Directors  of EXTECH at
               the Closing of the Agreement to five and the appointment  thereto
               of a nominee  designated by Eagle (which  nominee shall be either
               William Wallach or Robert Wallach);

          (c)  the agreement by EXTECH to nominate as a director thereof, during
               the  five  year  period   following  the  closing  of  the  Eagle
               Agreement, one person designated by Eagle (which nominee shall be
               either  William  Wallach or Robert  Wallach)  provided that Eagle
               remains  the  beneficial  owner of at least  1,000,000  shares of
               Common Stock of EXTECH  (subject to adjustment  for stock splits,
               reverse stock splits and the like);

          (d)  the  adoption  by the  Board  of  Directors  of  EXTECH,  without
               approval by the stockholders of EXTECH,  of a By-Law provision to
               the  effect  set forth in clause  (ii)(b)  of the  definition  of
               "Stockholder Approval" in the Agreement; and

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

     (vi) Paragraph  (b) and (c) of Section 13.1 of the  Agreement is amended to
          substitute  "December 31, 1998" for "the four month anniversary of the
          date hereof."

                                        3

     (vii)Section  15.6 of the  Agreement  is amended to include  the  following
          addresses for Certilman and Haft:

                  If to Certilman:

                  c/o Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York 11554
                  Telecopier Number: (516) 296-7111

                  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

                  If to Haft:

                  c/o Parker, Duryee, Rosoff & Haft
                  529 Fifth Avenue, 8th Floor
                  New York, New York 10017
                  Telecopier Number: (212) 972-9487

                  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

     Except as amended hereby, the provisions of the Agreement shall continue in
full force and effect.

     Reference  is also made to those  certain  Promissory  Notes of DCAP  dated
November 26, 1997, March 20, 1998 and May 8, 1998 payable to the order of EXTECH
in the principal amounts of $325,000,  $114,000 and $311,000,  respectively,  as
amended  (collectively,  the "Notes").  The parties hereto hereby agree that the
respective  principal  amounts of the Notes,  together with accrued  interest as
provided for therein,  shall be due and payable on December 31, 1998 (subject to
acceleration as provided for in the respective Notes). Except as amended hereby,
the Notes  shall  continue  in full  force and effect in  accordance  with their

                                        4

respective  terms and  EXTECH  shall not be deemed to have  waived or  otherwise
limited any of its rights with respect thereto.

     If the foregoing accurately sets your understanding,  please so indicate by
signing in the space provided below.

                                              Very truly yours,

                                              EXTECH Corporation

                                              By:__________________________
                                                 Morton L. Certilman, President

Agreed:

- -----------------------------
Morton L. Certilman

- -----------------------------
Jay M. Haft

- ---------------------------
Kevin Lang

- ---------------------------
Abraham Weinzimer

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\AGREEAM3.998
                                        5

                                   Schedule 2

GCP - Sale of Books of Account

     Purchase price of $85,000, payable to the extent of $20,000 in cash and the
balance of $65,000 by the  delivery to GCP of a  promissory  note (the  "$65,000
Note") that provides for interest at the rate of 8% per annum and the payment of
36 equal monthly installments of principal and interest (subject to acceleration
to the extent of the receipt of commission  payments arising out of or generated
by such book of accounts).

GCP- Acquisition from Gazzo

     Purchase  price  equal to $32,500  less an amount  equal to one-half of all
liabilities  of GCP (such  purchase  price being  payable  only to the extent of
monies  received by GCP  pursuant to the $65,000 Note and only after the receipt
by  GCP  pursuant  to  the  $65,000  Note  of an  amount  equal  to  all  of its
liabilities).

WP and WPA - Acquisition from Smalls

     Aggregate purchase price of $125,000 payable,  with interest at the rate of
9% per  annum,  in 60 equal  monthly  installments  of  principal  and  interest
(subject to any obligation of DCAP being non-recourse).

Oceanside - Sale of Books of Account

     Purchase price equal to commission  payments arising out of or generated by
transferred  books of account  for one year  period  following  closing  (with a
minimum purchase price of $40,000).

Changes in Employment Arrangements

    Stuart Greenvald -         Promotion to sales manager with salary and perks 
                               increased by an aggregate of $25,000
    Andrew Lerner -            Promotion to Regional Manager
    Kathleen Cerrochi -        Promotion to Regional Manager
    Allen Bellinger -          Promotion to Regional Manager with $10,000 
                               increase in salary

New Franchise Locations

    Sunset Park, Brooklyn
    Lawrence
    Riverhead

Store Closure

    Rego Park

K:\WPDOC\CORP\EXTECH\DCAP\AGREEMEN\AGREEAM3.998
                                        6

                               EXTECH CORPORATION
                               ------------------
                      The Financial Center at Mitchel Field
                      -------------------------------------
                                90 Merrick Avenue
                                -----------------
                           East Meadow, New York 11554
                           ---------------------------

           This Proxy is Solicited on Behalf of the Board of Directors
           -----------------------------------------------------------

     The  undersigned  hereby  appoints  Jay M. Haft and Morton L.  Certilman as
Proxies,  each with the power to appoint his substitute,  and hereby  authorizes
them,  and each of them, to represent and vote,  as  designated  below,  all the
shares of Common Stock of EXTECH  Corporation  held of record by the undersigned
at the  close  of  business  on  December  2,  1998  at the  Annual  Meeting  of
Stockholders to be held on December 18, 1998 or any adjournment thereof.

1.   Election of Directors:

          FOR all nominees  listed below  WITHHOLD  AUTHORITY to vote (except as
          marked to the contrary) for all nominees listed below

(Instruction:  To withhold authority to vote for any individual nominee,  strike
- --------------------------------------------------------------------------------
such nominee's name from the list below.)
- -----------------------------------------

       Jay M. Haft ___          Morton L. Certilman ___         Leon Lapidus___

     A vote  FOR  includes  discretionary  authority  to  cumulate  votes  among
nominees.  To cumulate  specifically votes for any nominee, set forth the number
of votes after the name of each nominee below:

       Jay M. Haft ___          Morton L. Certilman ___         Leon Lapidus ___

2.   Proposal to approve the  Agreement,  dated as of May 8, 1998,  by and among
     the  Company,  Morton L.  Certilman,  Jay M. Haft,  Kevin Lang and  Abraham
     Weinzimer,   as  amended,   and  the   consummation  of  the   transactions
     contemplated thereby (the "DCAP Acquisition").

         FOR ____                  AGAINST ____                   ABSTAIN ____

3.   Subject to obtaining stockholder approval of the DCAP Acquisition, proposal
     to amend the Company's  Certificate of  Incorporation to change the name of
     the Company to "DCAP Group, Inc."

         FOR ____                  AGAINST ____                   ABSTAIN ____

4.   Subject to obtaining stockholder approval of the DCAP Acquisition, proposal
     to amend the Company's  Certificate of Incorporation to increase the number
     of authorized shares of Common Stock from 10,000,000 to 25,000,000.

         FOR ____                  AGAINST ____                   ABSTAIN ____

5. Subject to obtaining  stockholder approval of the DCAP Acquisition,  proposal
to amend the Company's  Certificate  of  Incorporation  to provide  that,  under
certain circumstances, no action required or permitted to be taken at any annual
or  special  meeting  of  stockholders  of the  Company  may be taken  without a
meeting,  except upon the written consent of the holders of all of the shares of
capital stock of the Company entitled to vote on such action.

         FOR ____                 AGAINST ____                   ABSTAIN ____

6.   Proposal to ratify the adoption of the Company's 1998 Stock Option Plan.

         FOR ____                 AGAINST ____                   ABSTAIN ____

7.   In their  discretion,  the Proxies are  authorized  to vote upon such other
     business as may properly come before the meeting.

This proxy, when properly executed,  will be voted in the manner directed by the
undersigned  stockholder.  If no direction is made, this proxy will be voted FOR
                           -----------------------------------------------------
the election of Directors and FOR Proposals 2, 3, 4, 5 and 6.
- -------------------------------------------------------------

PLEASE MARK,  SIGN,  DATE AND RETURN THE PROXY CARD PROMPTLY  USING THE ENCLOSED
- --------------------------------------------------------------------------------
ENVELOPE.
- ---------

                                                     Please sign exactly as
                                                name  appears  below.  When
                                                shares  are  held by  joint
                                                tenants,  both should sign.
                                                When  signing as  attorney,
                                                executor,    administrator,
                                                trustee or guardian, please
                                                give full title as such. If
                                                a corporation,  please sign
                                                in full  corporate  name by
                                                the   President   or  other
                                                authorized  officer.  If  a
                                                partnership, please sign in
                                                partnership     name     by
                                                authorized person.

                                                Dated:_______________, 1998

                                                Signature

                                                Signature if held jointly

K:\WPDOC\CORP\EXTECH\PROXY\PRXYCARD.N98