UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

                  For the quarterly period ended June 30, 1998

                                       or

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

For the transition period from                                 to

Commission File Number:  0-1665

                               EXTECH CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

90 Merrick Avenue, East Meadow, New York                     11554
(Address of principal executive offices)                   (Zip Code)

                                 (516) 794-6300
              (Registrant's telephone number, including area code)

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  5,591,367 shares as of July
24, 1998

                                      INDEX

                       EXTECH CORPORATION AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION
- -----------------------------

Item 1. Financial Statements

     Condensed Consolidated Balance Sheet - June 30, 1998 (Unaudited)

     Condensed Consolidated Statements of Operations - Six months ended June 30,
     1998 and 1997 (Unaudited)

     Condensed  Consolidated  Statements of Operations - Three months ended June
     30, 1998 and 1997 (Unaudited)

     Condensed Consolidated Statements of Cash Flows - Six months ended June 30,
     1998 and 1997 (Unaudited)

     Notes to Condensed  Consolidated Financial Statements Six months ended June
     30, 1998 and 1997 (Unaudited)

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

PART II.  OTHER INFORMATION
- ---------------------------

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

SIGNATURES

                                        2

PART I. FINANCIAL INFORMATION
- -----------------------------

Item 1. FINANCIAL STATEMENTS

                       EXTECH CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                       June 30, 1998
                                                       -------------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                            $  462,675
  Accounts receivable                                      50,454
  Notes and other receivables                             803,688
  Inventories                                               8,167
  Prepaid expenses and
         other current assets                              39,015
                                                           ------
                  Total current assets                  1,363,999
                                                        ---------

PROPERTY AND EQUIPMENT, net                               109,347
                                                          -------

OTHER ASSETS:
  Operating equipment, net                                 12,324
  Deposits                                                  5,000
  Restricted certificate of deposit                        40,000
                                                       ----------

                  Total other assets                       57,324
                                                           ------

                                                       $1,530,670
                                                       ----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                     $    4,435
  Accrued expenses                                         92,924
  Debentures payable                                      154,200
  Accrued taxes payable                                    14,156
                                                       ----------

                  Total current liabilities               265,715
                                                          -------

MINORITY INTEREST                                             560
                                                              ---

STOCKHOLDERS' EQUITY:
  Common Stock, $.01 par value;
    authorized, 10,000,000 shares;
    issued and outstanding,
    5,591,367 shares                                       55,914
  Capital in excess of par                              5,264,950
  Deficit                                              (4,056,469)
                                                       -----------
                                                        1,264,395
                                                        ---------
                                                       $1,530,670
                                                       ==========

See notes to condensed consolidated financial statements.

                                        3

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                           Six months ended
                                                June 30,
                                            1998        1997
                                            ----        ----
Revenues:
    Rooms                                $ 444,331    $  512,635
    Other                                   10,204         9,273
    Interest                                42,216        30,200
                                         ---------     ---------
         Total revenues                    496,751       552,108
                                         ---------     ---------

Costs and expenses:
    General, administrative
      and sundry                           258,868       259,612
    Departmental                           146,598       149,256
    Depreciation and amortization           19,851        25,926
    Energy costs                            10,441        11,366
    Lease rentals                           90,473       100,695
    Marketing                               10,067        11,610
    Property operation
      and maintenance                       13,177        12,483
    Provision for bad debt                   1,100           600
                                         ---------     ---------

                                           550,575       571,548
                                           -------       -------

Net loss                                $  (53,824)   $  (19,440)
                                        ==========     =========

Basic loss per common share:

    Net loss                            $     (.01)   $     (.01)
                                        ==========     ==========

Weighted average number of common
  shares outstanding                     5,591,367    $5,591,367
                                        ==========    ==========

See notes to condensed consolidated financial statements.

                                        4

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                           Three months ended
                                                June 30,
                                            1998        1997
                                            ----        ----
Revenues:
    Rooms                                $ 182,010     $ 205,164
    Other                                    5,767         4,135
    Interest                                24,265        16,940
                                         ---------     ---------
         Total revenues                    212,042       226,239
                                         ---------     ---------

Costs and expenses:
    General, administrative
      and sundry                           131,638       145,137
    Departmental                            67,497        68,922
    Depreciation and amortization           10,021        13,106
    Energy costs                             4,961         6,459
    Lease rentals                           37,910        38,964
    Marketing                                4,395         4,412
    Property operation
      and maintenance                        7,265         6,642
    Provision for bad debt                     600           300
                                         ---------     ---------

                                           264,287       283,942
                                           -------       -------

Net loss                                $  (52,245)    $ (57,703)
                                        ==========     =========

Basic loss per common share:

    Net loss                            $     (.01)    $    (.01)
                                        ==========     ==========

Weighted average number of common
  shares outstanding                     5,591,367     5,591,367
                                        ==========    ==========

See notes to condensed consolidated financial statements.

                                        5

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                               Six months ended
                                                  June 30,
                                              1998         1997
                                              ----         ----

Cash flows from operating activities:
  Net loss                               $  (53,824)  $  (19,440)
  Adjustments to reconcile net loss
  to net cash (used in) provided
  by operating activities:
   Depreciation and amortization             19,851       25,926
   Provision for bad debts                    1,100          600
Decrease (increase) in assets:
    Accounts receivable                     (13,316)      13,454
    Inventories                              (2,045)       1,582
    Prepaid expenses and other
           current assets                   (28,057)     109,851
    Notes receivable                       (450,110)      38,012
    Other assets                             (3,133)      (1,669)
    Deposits                                   -0-        (5,000)
Increase (decrease) in liabilities:
    Accounts payable                          2,948        3,092
    Accrued expenses                        (54,942)     (75,473)
    Accrued taxes payable                    14,156       14,993
    Other Long Term Liabilities               -0-         59,883
                                           --------    ---------
  Net cash (used in) provided by
  operating activities                     (567,372)     165,811
                                          ----------   ---------

Cash flows from investing activities:
  Purchases of property and equipment       (10,342)     (12,306)
                                          ----------  -----------
  Net cash (used in)
  investing activities:                     (10,342)     (12,306)
                                          ----------  -----------

Net (decrease) increase in cash and
cash equivalents                           (577,714)     153,505
Cash, beginning of period                 1,040,389    1,318,121
                                         -----------  ----------
Cash, end of period                      $  462,675   $1,471,626
                                         ===========  ==========

See notes to condensed consolidated financial statements.

                                        6

                       EXTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)

1.   The Condensed Consolidated Balance Sheet as of June 30, 1998, the Condensed
     Consolidated  Statements of  Operations  for the three and six months ended
     June 30, 1998 and 1997 and the  Condensed  Consolidated  Statements of Cash
     Flows for the six months ended June 30, 1998 and 1997 have been prepared by
     EXTECH  Corporation  ("EXTECH"  or the  "Company")  without  audit.  In the
     opinion of the Company, the accompanying  unaudited condensed  consolidated
     financial  statements  contain all adjustments  necessary to present fairly
     its financial  position as of June 30, 1998,  results of operations for the
     three and six months  ended  June 30,  1998 and 1997 and cash flows for the
     six months  ended June 30,  1998 and 1997.  This  report  should be read in
     conjunction  with the  Company's  Annual Report on Form 10-KSB for the year
     ended December 31, 1997.

2.   The results of operations  and cash flows for the six months ended June 30,
     1998 are not  necessarily  indicative of the results to be expected for the
     full year.

                                        7

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

                     SIX MONTHS ENDED JUNE 30, 1998 AND 1997

Results of Operations:

     The  Company's  net loss for the six months ended June 30, 1998 was $53,824
as compared to a net loss of $19,440 for the six months ended June 30, 1997. The
loss for the six months ended June 30, 1998 was caused by lower room occupancies
of $68,304 as compared to the six months ended June 30, 1997.  The foregoing was
partially  offset by increased  interest income of $12,016 as a result of a loan
made  in  November  1997 to  Dealers  Choice  Automotive  Planning  Inc.  ("DCAP
Insurance")  which bears interest at the rate of 10% per annum (see  "Prospects"
below) and lower lease rental expense of $10,222.

Liquidity and Capital Resources:

     As of June 30, 1998, the Company had $462,675 in cash and cash  equivalents
and a working  capital  surplus of  $1,098,284.  As of December  31,  1997,  the
Company  had  $1,040,389  in cash and cash  equivalents  and a  working  capital
surplus of  $1,150,732.  The reduction in cash was due primarily to loans in the
aggregate  amount of $425,000 made to DCAP Insurance during the six months ended
June 30, 1998.

     Except as described below under  "Prospects,"  the Company did not have any
material commitments for capital expenditures as of June 30, 1998.

Prospects:

     On May 8, 1998,  the Company  entered into an agreement with respect to the
acquisition of all of the issued and outstanding Common Shares of DCAP Insurance
as well as interests in certain  entities  affiliated with DCAP Insurance.  DCAP
Insurance  and  such  affiliates  are  privately-held  and  offer,  as  brokers,
primarily retail automotive, motorcycle, and various other property and casualty
insurance  products.  DCAP  Insurance  has  an  aggregate  of  approximately  54
wholly-owned, joint venture and franchise locations in the New York metropolitan
area.

     The  agreement  provides  that,  in  consideration  for the  shares of DCAP
Insurance and  interests in such  affiliates,  the Company will issue  3,300,000
shares of its  Common  Stock.  In  addition,  the  agreement  contemplates  that

                                        8

management of DCAP Insurance,  together with Morton L.  Certilman,  President of
EXTECH, and Jay M. Haft, Chairman of the Board of EXTECH, will purchase,  in the
aggregate,  the  1,800,000  shares of Common  Stock of the Company  beneficially
owned  by  Sterling  Foster  Holding  Corp.  ("Sterling  Foster")  as well as an
aggregate  of 1,402,000  other  shares of Common  Stock from the  Company.  As a
result  of  the  foregoing,   the  shareholders  of  DCAP  Insurance  would  own
approximately one-half of the outstanding shares of Common Stock of the Company.
The agreement  provides that the  purchases by the DCAP  Insurance  shareholders
will be made  following  loans of funds by the  Company for such  purpose  (with
respect to the purchases from Sterling  Foster) or by the delivery of promissory
notes as part of the purchase price (with regard to the additional  shares to be
acquired from the Company).

     Simultaneously  with the signing of the  agreement,  the  Company  advanced
$311,000 to DCAP Insurance  (increasing its aggregate advances to DCAP Insurance
to $750,000).  The outstanding  advances,  together with interest at the rate of
10% per annum, are payable on September 30, 1998.

     The  consummation  of the  transaction is subject to the  satisfaction of a
number of conditions,  including certain third party and governmental approvals.
No assurances can be given that the  acquisition  will take place upon the terms
described above or otherwise.

                                        9

PART II.  OTHER INFORMATION
- ---------------------------

Item 1. LEGAL PROCEEDINGS

     None 

Item 2. CHANGES IN SECURITIES

     None

Item 3. DEFAULTS UPON SENIOR SECURITIES

     None

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

     None

Item 5. OTHER INFORMATION

     None 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

          2    Agreement,  dated as of May 8, 1998, by and among EXTECH,  Morton
               L. Certilman, Jay M. Haft, Kevin Lang and Abraham Weinzimer

          3(a) Certificate of Incorporation, as amended1

          3(b) By-laws, as amended2

          27   Financial Data Schedule

     (b) Reports on Form 8-K

          None

- --------

1    Denotes document filed as an exhibit to the Company's Annual Report on Form
     10-KSB for the year ended  December  31,  1993 and  incorporated  herein by
     reference.

2    Denotes  document filed as an exhibit to the Company's  Quarterly Report on
     Form 10-QSB for the quarter ended March 31, 1998 and incorporated herein by
     reference.

                                       10

                                   SIGNATURES

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

                                           EXTECH CORPORATION

Dated:  August 12, 1998                    By:/s/ Morton L. Certilman
                                              --------------------------
                                              MORTON L. CERTILMAN
                                              President (Chief Operating Officer
                                              and Principal Financial Officer)

                                                        11

                                    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.

     2.3.1  Purchase  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,  commencing April

EXTECH CORPORATION
                                        4

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  "substan  tial
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

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                                       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

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                                       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 sub- surface 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 Share  holders cause or permit any DCAP Entity
to  pay  any  Liability  other  than:  (i)  the  foregoing  Liabili  ties;  (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)

EXTECH CORPORATION
                                       29

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.

     (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
     
EXTECH CORPORATION
                                       30

     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.

     (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

EXTECH CORPORATION
                                       31

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.

     (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.

EXTECH CORPORATION
                                       32

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  trans  ferred 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."

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.

EXTECH CORPORATION
                                       33

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,
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

EXTECH CORPORATION
                                       34

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.

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,

EXTECH CORPORATION
                                       35

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):

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.

EXTECH CORPORATION
                                       36

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.

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.

EXTECH CORPORATION
                                       37

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.

                                   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.

EXTECH CORPORATION
                                       38

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.

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;

EXTECH CORPORATION
                                       39

     (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
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

EXTECH CORPORATION
                                       40

     (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
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

EXTECH CORPORATION
                                       41

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:

     (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

EXTECH CORPORATION
                                       42

          (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  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

EXTECH CORPORATION
                                       43

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,  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).

EXTECH CORPORATION
                                       44

     (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
(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

EXTECH CORPORATION
                                       45

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;

     (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.

EXTECH CORPORATION
                                       46

                                  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.

     "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.

EXTECH CORPORATION
                                       47

     "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.

     "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 CORPORATION
                                       48

     "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 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.

EXTECH CORPORATION
                                       49

"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.

     "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.

EXTECH CORPORATION
                                       50

     "Restrictive  Covenant  Agreement" shall have the meaning ascribed to it in
Section 7.9 hereof.

     "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.

     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,

EXTECH CORPORATION
                                       52

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

  

                     5

The  schedule  contains  summary  financial   information   extracted  from  the
statements  and is qualified  in its  entirety by  reference  to such  financial
statements

                                   1
                                     U.S.   

                   6-MOS
                              DEC-31-1998
                                 JAN-01-1998
                                   JUN-30-1998
                                1
                                         462,675
                                   0
                                  891,980
                                   37,838
                                    8,167
                               1,363,999
                                         396,152
                                 286,805
                                 1,530,670
                          265,715
                                        0
                          0
                                    0
                                       55,914
                                     1,208,481
                   1,530,670
                                        0
                               496,751
                                          0
                                  550,575
                               0
                               0
                             0
                                (53,824)
                                   0
                            (53,824)
                                 0
                                0
                                      0
                                   (53,824)
                                  (.01)
                                  0