Brick To Clicks Service & Licenseing Agreement - EAUTOCLAIMS, INC - 11-13-2001 by EACC-Agreements

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									BRICK TO CLICKS SERVICE & LICENSEING AGREEMENT Agreement made as of November 1 , 2000 (Date) between eAutoclaims.com Corporation (eAuto) with offices located at 2708 Alt. 19 North, Suite 604, Palm Harbor, Florida and Inspire Claims Management, Inc. ("Client") with offices located at 930 Florin Road, Sacramento, CA 95831. This Agreement encompasses the offices located in the states of Washington, Oregon, California, Arizona, Nevada and Texas. As follows: Whereas EAUTO provides certain online application claims management services and has developed a nationwide network of vehicle repair Vendors and a system of cooperation between EAUTO and its Vendors to furnish economical, quality, and efficient vehicle repairs or appraisals for EAUTO and its clients and whereas Client is engaged in the business of providing physical damage insurance to its Customers, EAUTO and client agree as follows: 1. Definitions: When used in the Agreement the following terms have these meanings: B2C SYSTEM
BRICKS TO CLICKS SYSTEMEAUTO's proprietary nationwide Internet Claims Management application providing the administration, estimating, auditing, appraising and management of physical damage repair to vehicles via a network of contracted vendors. The client's insured, or third party claimant. A motor vehicle repair facility, rental agency, appraiser, glass replacement company, salvage facility or other facility providing Vehicle related services. Physical damage or mechanical repairs of vehicles. As listed on Appendix B.

Customer Vendor

Repairs ------Vehicles --------

2. Client Agrees To: a. Designate EAUTO as its agent to administer repair appraisals services and procedures on behalf of Client as listed in Appendix A. b. Communicate to EAUTO by way of B2C assignment application (or similar) form, the names, phone numbers and all pertinent information on all the Client's Customers who have reported an accident and are using the eAuto's member network in order that EAUTO can follow-up on assignments, to perform audit's on network estimates and provide an explanation of the benefits of making use of the B2C system.

c. Assign 600 claims as a minim number of monthly customer appraisal assignments utilizing the B2C SYSTEM for estimating, auditing and appraisals in all accordance with Appendix A. d. Communicate daily via the B2C "Data Repair Center" to EAUTO, repair or denial confirmations for each claim as per Appendix A. e. Pay EAUTO for all repair services rendered as listed in Article 4 (compensation) within seven (7) days of the invoice date. Upon late payment of repair services, client agrees to forfeit earned volume discount for those invoices that are not paid. f. Pay EAUTO for all file management fees, minus any volume discount applicable, for service rendered as listed in Article 4 (compensation) within fifteen 15 days of the monthly "batch" invoice or seven (7) days of the individual claim invoice date, as per Appendix A. If EAUTO does not receive payment for repair services in the above-mentioned time, EAUTO may void any volume discount and at its own discretion and charge Client for the entire LAE Expense. g. Hold-harmless and indemnify EAUTO from any claims or judgments as a result of EAUTO following the claims or claims auditing guidelines set by the Client. Inclusive but not limited to the use of aftermarket parts. h. Not in any way duplicate the B2C SYSTEM provided by EAUTO, or will compensate EAUTO $100,000 for damages, unless otherwise agreed to in writing. i. Not demonstrate, give access or show the B2C SYSTEM to any outside vendor, competitor or any non-Client personnel or Client will accept the responsibility for damages as set forth in paragraph H, unless agreed to in writing by EAUTO. j. Non-disclose any information regarding the B2C SYSTEM to any outside vendors, EAUTO competitors or any non-Client personnel, or Client will be held responsible for damages, unless agreed to in writing by EAUTO. k. Use the application as it is provided and understands and agrees that they will not make any changes to the application and agrees they are being licensed to use the B2C SYSTEM at the SOLE discretion of EAUTO and or as described in this contract. l. Adhere to procedures as set forth in Appendix A.

3. EAUTO Agrees To: a. Maintain and make available to Client and its Customers, a toll-free telephone number, which shall be operated by EAUTO personnel from 8 a.m. to at least 8 p.m. (Eastern Standard Time) Monday through Friday except for national holidays. It is agreed that EAUTO and Client shall amend as necessary. b. Maintain a network of quality physical damage repair Vendors in those states and cities where Client has insured Customers. In the event no Vendor is available to a Customer, EAUTO shall either obtain a Vendor within twenty-four (24) hours, or assign the claim to an Independent Adjuster, as agreed to by the Client, and notify the Client of the status change via the B2C SYSTEM. c. Monitor all Vendors for timely repairs, quality workmanship, and courtesy. Any Vendor not providing consistent quality service shall be terminated and replaced with a quality Vendor. d. Make certain that all Vendors maintain legally required insurance and proper equipment to serve the public in the capacity of a vehicle physical damage repair facility in the city and state where Vendor is located. e. Provide electronic audits on all B2C SYSTEM estimates received from Vendors (except total losses). EAUTO shall obtain an agreed repair price from the network vendor on estimates prior to approving or seeking repair approval from Client. f. Provide a warranty on the quality of all physical damage repairs, original equipment manufactured (OEM) replacement body parts, labor, paint and materials shall be warranted for as long as the Customer owns the Vehicle. This warranty is exclusive of normal ware and tear on replacement parts. All other parts carrier the normal market warranty. g. Agrees to not in anyway "Steer" the Clients customer to use a repair shop for the vehicles repairs and to clearly state to the Clients Customer that they are NOT required to use the B2C SYSTEM vendor. h. Pay all vendors of authorized services preformed, in-full within the Vendors contracted timeline. i. Obligate Vendors to provide at least two (2) weeks free storage when necessary to Client and/or Customers. j. EAUTO agrees to collect a signed Direction to Pay from are vendors before repairs begin.

k. Adhere to procedures as set forth in Appendix A. 4. Compensation Client shall pay EAUTO a contracted file management fee of fifty dollars ($50) for each estimate preformed for the Client that utilizes the EAUTO B2C SYSTEM network in accordance with Appendix A. -Should the Clients Customer decide to utilize the B2C SYTEM network vendor for repairs, the file management fee will be reduced to twenty-five dollars ($25) per estimate. -Should the Clients customer decide to utilize the B2C SYSTEM network vendor for repairs and the claim is assigned "Approved", the file management fee will be reduced from the original fifty-dollar ($50) fee to ten dollars ($10) per estimate. Additional Volume Discounts: The earned volume discount is one's share of the discount eAutoclaims.com receives from our contracted shops. The discount is applied directly to all estimates written and appears on each claims cover page. The volume discount is based on one's total claims submission from the previous month.
Number of Monthly Files ----------------------1 -100 101 -250 251 -500 501 -800 801+ Percentage of Discounts ----------------------1% 2% 3% 4% 5%

Additional Services: Condition Reports for Total Losses $10.00 per file (plus the estimate fees) Desk Audits $25.00 per file (Independent adjusters or non-network shops)

ALL FILE MANAGEMENT FEES ARE BASED ON THE CONTRACTED VOLUME STATED IN NUMBER 2, PARAGRPH C. Client shall pay EAUTO for all Client requested re-inspections by Independent Adjusters. Re-inspection fees shall be billed at the pass through rate charged by the vendor. EAUTO shall invoice Client on a per file basis for all repairs/losses being repaired at a B2C SYSTEM network vendor, as they are incurred. Client shall remit to EAUTO payment for said invoice within seven (7) days of the invoice date. Upon late payment of repair services, client agrees to forfeit earned volume discount. EAUTO will "Batch" invoice the Client on a monthly basis for all file management fees incurred. EAUTO agrees will apply the earned volume discount on a monthly basis." , at the clients request. Client shall remit to EAUTO payment for said invoice within fifteen (15) days of the date of the invoice. If EAUTO does not receive payment for repair services in the above-mentioned time, EAUTO may void any volume discount and at its own discretion and charge Client for the entire LAE Expense. All payments to Vendors for Repairs shall be responsible of EAUTO except Customers shall be responsible for payment of deductible and betterments. EAUTO shall "pass-through" to Client any Customer payments made to EAUTO for repairs planed but NOT preformed as originally requested by the Customer. It is understood that the Customer may and has the right to change their decision to use a B2C SYTEM network vendor without any penalty. EAUTO shall begin processing any such claim immediately upon discovery. 5. Confidential Matter Client understands that the EAUTO Vendor network is proprietary and has incurred much expense. Therefore, Client shall not, and shall be responsible for ensuring that its employees, agents, and representatives shall not, knowingly disclose, reveal, or otherwise use for any purpose other than the limited purpose of performing its obligations under this Agreement, any information of any type concerning EAUTO, including, and without limitation, any management information or Vendor network or proprietary information, or any information regarding EAUTO's practices, procedures, strategies, organization or profits. If Client makes any copies of any such information that is provided in documentary form, or prepares any notes, memoranda or other documents setting forth the same, all of such copies, notes, memoranda other documents and all copies of the same, and all documents furnished to Client by EAUTO and all copies of the same, shall be turned over to EAUTO or destroyed immediately upon the termination of this agreement.

6. Term This Agreement shall commence on November 1, 2000 and shall terminate at the close of business on October 31, 2001. 7. Upon Termination Client understands that EAUTO's network is unique insofar that no other company has the identical network of repair facilities. Therefore, after termination of this Agreement, either for cause or without, Client acknowledges and agrees that Client, its employees, agents, and representatives shall not knowingly, for a period of one year, direct any of its Customer to any Vendor that is (a) under contract with EAUTO and b) located in an area where there are more than five (5) automobile body repairing and painting Vendors listed in the "Yellow Pages" distributed in such area. Except for the Client's current and previous Direct Repair Program as listed in Appendix C. 8. Termination for Cause If either party wishes to exercise its right to terminate this Agreement for cause, such party shall provide the other party hereto with written notice to such effect, which notice shall be given in the same manner as the written notice referred to in paragraph 6 hereof, termination hereof shall be effective thirty (30) days after such notice has been do deposited. 9. Exclusivity Client understands that EAUTO is limited with respect to the number of insurance companies and/or Third Party Administrators (TPA's) that it will be able to service by virtue of the capacity of its Vendor network. As EAUTO has no intention of overloading its Vendors to a point where quality of service shall be diminished, EAUTO shall accept only that amount of business its Vendors will be able to service properly. Because EAUTO will only solicit a limited number of insurance companies, it will be foregoing opportunities with other insurance companies/TPA's. For this reason, Client agrees that during the term of this Agreement, Client will not utilize any person or entity relative to the B2C application other than EAUTO to perform any actions the same as those contemplated to the performed by EAUTO hereunder. This does not relate to services other than the Internet Direct Repair Application.

10. Client Acknowledgment Client acknowledges the EAUTO receives fees from its Vendors that participate in its proprietary program. The fees paid may be in a flat annual fee, a fee based upon the volume of repairs, a fee based upon the dollar value of repairs, and/or a monthly fee plus a percentage of the dollar value of repairs, and/or a monthly fee plus a fee based upon the number of repairs. Fees received from particular Vendors may vary from time to time. 11. Governing Law The validity, interpretation and performance of this Agreement will be controlled by and construed under the laws of the State of Florida. 12. Indemnification Client agrees to defend and hold harmless EAUTO from and against any and all claims, demands, costs, and liabilities, including reasonable attorney's fees, made or charged against EAUTO and arising from Client's breach of any of its obligations hereunder. EAUTO agrees to defend and hold harmless Client from and against any and all claims, demands, costs and liabilities, including reasonable attorney's fees, made or charged against Client that arise from the acts of EAUTO and/or its Vendors to the extent that EAUTO and/or Client are covered for such claims, demands, costs and liabilities, including reasonable attorney's fees, under EAUTO's Errors and Omissions and/or Liability insurance policies. 13. Assignment This Agreement may not be assigned by Client without the written consent of EAUTO, which consent shall not be unreasonably withheld. 14. Severability If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be performed as if such invalid or unenforceable provision were not contained herein. 15. Independent Contractors Each party shall undertake its performance under this Agreement as an independent contractor. Neither party shall have the authority to bind or obligate the other without the others written consent except as may be otherwise provided for in this Agreement

16. Notice Notices to Client shall be made to the following address: Inspire Claims Management, Inc. 930 Florin Rd. Sacramento, CA 95831 Notices to EAUTO shall be mailed to the following address:
eAutoclaims.com Eric Seidel, President/CEO 2708 Alt. 19 North, Suite 604 Palm Harbor, Florida 34683

Attn:

All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered to EAUTO or to any officer or designated representative of EAUTO entitled to receive the notice or, five (5) days after mailing when sent by certified or registered first class mail, postage prepaid, properly addressed to the party entitled to receive such notice at the address set forth above. 17. Entire Agreement This document contains the entire Agreement between the parties with respect to the matters set forth herein and may not be changed or terminated orally. No amendment or modification of this Agreement shall be valid and binding unless made in writing and signed by the party against whom enforcement thereof is sought. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. E.AUTOCLAIMS.COM, CORP. COMPANY NAME
By: ---------------------------------------Title: ------------------------------------Date: -------------------------------------Date: -------------------------------------By: ---------------------------------------Title: -------------------------------------

APPENDIX A B2C SYSTEM PROCEDURE

APPENDIX B VEHICLES THAT CAN BE SERVICED BY OUR REPAIR FACILITIES 1. All standard passenger cars. 2. All station wagons. 3. All sport utility vehicles (Blazer, Broncos) 4. Pick-up trucks including 4-wheel drive, extended cabs, crew cabs and long beds up to and including one ton trucks 5. All cargo and passenger vans including extended body and high cube vans up to and including one ton vans. VEHICLES THAT CANNOT BE SERVICED BY OUR REPAIR FACILITIES 1. All trucks over one ton including fire trucks, tractors units and box trucks. 2. All trailers of any type 3. All heavy equipment 4. Ambulance 5. Any vehicle that has been significantly modified or customized that does not conform to normal characteristics.

Lease Agreement for eAUTOCLAIMS.COM, INC. Location: 110 East Douglas Road Oldsmar, Florida 34677 Property Managed by: Robert L. Vollmer 1930 Saddle Hill Road Southo Dunedin Florida 34698o (727)784-1933

LEASE THIS LEASE made and entered into this _____ day of ____, 2001 by and between Robert L. Vollmer, as Trustee of the Octavia S. Vollmer Family Trust, hereinafter referred to as "Lessor", and eAutoClaims.com, Inc., a Nevada corporation, hereinafter referred to as "Lessee". WITNESSETH THAT; For and in consideration of the mutual promises and covenants hereinafter contained, parties have agreed and do hereby enter into a lease upon the following terms and conditions. 1. Premises 1.1 The Lessor/Seller is the owner of that certain parcel of land comprising approximately 3.87 acres, the legal description for which is attached hereto and by reference made a part hereof as Exhibit A. The subject matter of this lease is the west 30,000 square feet of the building located thereon also known as 110 East Douglas Road, Oldsmar, Florida 34677 (the "Premises"). Exhibit "B" is a drawing of the building which identifies the west 30,000 square feet, which is the Premises to be occupied by Lessee. Lessor represents the building in which the Premises is located is legally divisible and that the division of the building in which the Premises is located will not adversely affect Lessee's quiet use and enjoyment of the Premises as it relates to Lessee's business and operations. 1.2 Lessee is granted a right of first refusal to lease part of all of the remaining space located in the building which contains the Premises (the "Remaining Space"). Lessee acknowledges the Remaining Space is currently subject to a lease and that this right of first refusal shall not apply to the existing lease or any extension thereof. The Remaining Space is identified in the drawing set forth on Exhibit "B". In the event Lessor has located a bona fide tenant for all or part of the Remaining Space the Lessee will be given the opportunity to lease the Remaining Space first, and will, upon written notification by Lessor, notify Lessor within thirty (30) days of its intent to lease the remaining space on the same terms and conditions asset forth in a lease term sheet. Lessor's notice will include at a minimum a lease term sheet executed by the proposed tenant and Lessor substantially in the form of Exhibit "C". Should Lessee decide not to rent the Remaining Space, the Lessor shall be free to lease the Remaining Space to a bona fide tenant. If any lease with a bona fide tenant fails to close, Lessee will again be granted a right of first refusal. 1

2. Term of Lease 2.1 Term. This Lease shall be for an initial term of five (5) years. It shall commence on November 1, 2001 and expire on October 31, 2006 ("Expiration Date") unless extended or changed according to Paragraph 2.3. 2.2 Lessee and its employees, agents and representatives shall have access to the property beginning September 1, 2001. Lessee will be responsible for any and all utility costs associated with their access to the property. 2.3 Renewal Option. Subsequent to the expiration of the initial 5 year term hereof, and provided Lessee shall not be in default hereunder, Lessee shall have the option to renew this Lease for two (2) additional or one (1)year periods ("Extended Terms") at the then lease rate subject to the three percent (3%) rent escalation clause set forth in Section 4.3, except that there shall be no option to extend this Lease beyond the Extended Terms. Lessee's options set forth in this Paragraph shall be exercised, if at all, by written notice to Lessor given at least thirty (30) days prior to the expiration of the Initial Term of this lease or the initial one (1) year extended term. 2.4 Lessee shall have the option to terminate this Lease on 12/01/04 by giving Lessor 120 days prior written notice together with the payment of a penalty of $30,000. Exercise of the purchase option in Section 18 shall not trigger this penalty. 3. Use of the Premises 3.1 The Premises are being leased to the Lessee for the primary purpose of operating general offices. Lessee shall have the additional right to use the Premises during the term hereof for other lawful purposes reasonably similar to the aforesaid operations. 3.2 Lessee shall, at its sole expense observe and comply during the term with all municipal, state and federal laws, ordinances, statutes and regulations in force regulating the use of the premises. 3.3 Lessee shall have access to 160 parking spaces located closest to the Premises and this number shall increase proportionally with the amount of space leased, up to the number of total spaces on the property. This assumes a total of 200 spaces and 62,000 square feet of total leasable space. Further, if Lessee alters their portion of the building, site, or parking rules for its employees and this increases parking spaces, all of the increase would inure to Lessee's parking allocation. In no event may Lessor, any other tenant or Lessee impede access, ingress or egress for any of the building's other occupants or Lessee. 2

3.4 Lessee shall at all times keep the premises in good order, condition and repair, except for structural portions of the premises, which (together with exterior portions of the building, its foundation, outer walls, varied conduits, roof, windows, doors, plate glass, the parking lot surfaces and lawn) shall be maintained by Lessor. If Lessor is required to make repairs to structural or exterior portions of the premises by reason of Lessee's negligent acts or omissions to act, the cost of such repair shall be deemed additional rent payable by Lessee upon demand. If Lessor fails to commence and proceed with reasonable diligence to complete its obligations to maintain the Premises as described in the first sentence of this Section 3.4, which includes exterior portions of the building, its roof, foundation, outer walls, varied conduits, the parking lot surfaces, windows, doors, plate glass and lawn, Lessee may after ten (10) days written notice to Lessor, perform such obligations on Lessor's behalf and deduct the cost of performing such obligations from the next rental payment coming due. 3.5 Lessee shall, at its sole expense during the term hereof, expeditiously repair, maintain and keep the premises in good and clean condition including plumbing, mechanical and HVAC systems, so that the premises shall be, at the termination of this lease, in such condition. Lessee will accept responsibility for HVAC subject to Lessee's review of dated purchase and warranty agreements. 3.6 Interior works of construction, improvement or alteration which are non-structural in nature (i.e. which do not materially and detrimentally affect the structural integrity of structures on the premises) may be commenced by Lessee without the prior written consent thereto of Lessor. Works of construction, improvement or alteration which are structural in nature may be commenced by Lessee only with Lessor's written consent, which consent Lessor agrees not to unreasonably or arbitrarily withhold. All such additions must be maintained as specified in 3.5 above. 3.7 Each such work or repair, construction, improvement or alteration accomplished by Lessee shall be at its sole expense, and Lessee shall save and hold Lessor and the premises free of and harmless from any cost, charge, expense or lien arising from or on account of such work. This provision excludes Lessor's build out allowance obligations described in Section 3.8. 3.8 Lessee agrees to complete the build out of the Premises substantially in accordance with the Preliminary Plans and Specifications in Exhibit "D" attached hereto and made an integral part of this Lease. No minor change from the Preliminary Plans and Specifications, which may be necessary during the preparation of the Premises for Lessee shall validate change or affect this Lease. Any material change to the Preliminary Plans and Specifications shall require the consent of Lessor. All construction work and services will be provided by licensed Florida contractors and subcontractors. All plans must be approved by Lessor. Lessor will fund 65% of the construction costs associated with the initial build out, as such fees and costs are incurred up to $75,000 on a draw completion basis for the build out of the Premises. Furthermore, Lessor will be responsible, in addition to the $75,000 build out allowance, for any modification, change order or alterations required by any governmental unit that are not part of the Initial Plans and Specifications. 3

3.9 Lessee will have a pro-rata share of allowable rights for signage based on Lessee's percentage of the building's square footage occupied by Lessee and Lessee's signage will be separate from any other building tenant. Lessee shall be responsible for the costs of any signs. 4. Rent 4.1 Lessee shall pay to Lessor in lawful money of the United States, without deduction or offset, at the address of Lessor hereinbefore indicated (or such other address of Lessor as Lessee shall be advised by Lessor) rent as set forth below: 4.2 Lessee shall be required to pay applicable Florida Sales Tax in addition to any rent. Applicable state tax and the amount thereof to be as required and determined by the State of Florida. 4.3 The rent shall be escalated three percent (3%) per year on the anniversary date of November 1st. 4.4 For the months of November and December 2001, the rental rate will be reduced to $8,560 including applicable sales taxes. 4.5 If the Lessee by reason of his use of the demised premises or for any reason whatsoever causes an increase in insurance rates, then the Lessee shall compensate the Lessor by paying additional rent equal to the increase in insurance cost. The increase in rent will be effective with the next rent payment. 4.6 The following amounts must be paid in advance on the first day of each month that this Lease is in effect.
Monthly w/Sales Tax -------------------------------------------------------------------------------1. 30,000 $6.30 $189,000 $15,750.00 $16,852.50 2. 30,000 $6.49 $194,670 $16,222.50 $17,358.08 3. 30,000 $6.68 $200,541 $16,711.75 $17,881.75 4. 30,000 $6.88 $206,012 $17,201.00 $18,405.07 5. 30,000 $7.09 $212,592 $17,716.00 $18,956.12 YearSq. Ft. Rental rate Yearly Monthly

4.7 The sum of $23,560 representing a Security Deposit of $15,000 plus the November 2001 rent of $8,560 (including taxes) shall be paid upon execution of this Lease Agreement. 4

4.8 In lieu of receiving cash rent for the months between December 1, 2001 through March 31, 2002 (4 months), Lessor agrees to accept $77,548 in value of eAutoclaims common stock valued at the date this Lease is executed. The number of shares to be received is based upon the average of the closing bid price of Lessee's common stock for the previous thirty (30) trading days as quoted on the OTC-BB. Lessee agrees to grant Lessor piggyback registration rights and covenants to include such shares in the next registration statement it files under cover of Form SB-2 pursuant to the Securities Act of 1933, as amended. Lessee agrees to send a letter of instructions to its transfer agent to issue Lessor these shares as expeditiously as possible within three (3) business days of executing this Lease. Lessor agrees to a lock-up provision that it shall sell no more than 8,000 shares in any month from and after the effective date of the subject registration statement. 4.9 Lessor agrees to cooperate with Lessee to obtain the maximum benefits through Enterprise Florida, Inc. Any credits, abatements or tax relief received by Lessor relating to incentives provided by government agencies shall be immediately passed through to the Lessee in the form of rent abatement. 5. Taxes 5.1 Definition of "Real Property Taxes". As used herein, the term "real property taxes" shall include any form of tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance or income, estate, or similar taxes) imposed on the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, against any legal or equitable interest of Lessor in the Premises or in the real property of which the Premises is a part, or against Lessor's right to rent or other income therefrom, or against Lessor's business of leasing the Premises. The term "real property tax" shall also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally, any tax, fee, levy, assessment or charge hereinabove included within the definition of "real property tax" or (ii) the nature of which was hereinbefore included within the definition of "real property tax," or (iii) which is imposed as a result of a transfer, either partial or total, of Lessor's possessory interest in the Premises, or which is added to a tax or charge hereinbefore included within the definition of real property tax by reason of such transfer, or (iv) which is imposed by reason of this transaction, any modifications or changes hereto, or any transfers hereof. The term "real property tax" shall not include any income, estate or inheritance tax assessed against Lessor, documentary stamp tax imposed as a result of Lessor's transfer of the fee interest in the Premises, or any sales tax on rent or other payments due from Lessee hereunder. 5.2 Payment of Taxes. Lessor shall pay the real property taxes, as defined in Section 5.1. 5

5.3 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained on the Premises or elsewhere or on any leasehold improvements made to the Premises by Lessee, regardless of the validity thereof or whether title to such improvements shall be in the name of Lessee or Lessor. When possible, Lessee shall cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's personal property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's personal property within fifteen (15) days after receipt of a written statement from Lessor setting forth the taxes applicable to Lessee's property. 6. Utilities Lessee shall pay before delinquency all charges for water, gas, electricity, trash removal, pest control and other utilities supplied to the Premises leased to the Lessee during the term hereof. If such services are not separately metered as to the Premises, Lessee shall bear a reasonable portion proportioned to be determined by Lessor or all charges jointly metered with other Premises or occupants of the building. 7. Personal Property Taxes Lessee shall pay at least ten (10) days prior to delinquency all personal property taxes imposed upon its personal property and improvements, if any, located upon the premises, or any part thereof, which property shall include without limitation all of Lessee's equipment, fixtures, supplies and the like which Lessee shall at anytime bring upon or maintain on the premises. Upon receipt of written request therefor, Lessee shall deliver to Lessor a receipt or other reasonable evidence of Lessee's payment of such personal property taxes. 8. Lessee's Rights and Obligations at Expiration of Term 8.1 At the end of the term of this lease or upon any default by Lessee hereunder resulting in a termination of this lease, as the case may be, all buildings and other improvements (other than trade fixtures) then situated on the premises shall (except as otherwise provided for in 8.2 below) be surrendered by Lessee to Lessor, free of the occupancy of any person or party, in the condition required under Paragraph 3.5 hereof. 8.2 Lessee shall have the right to remove, at its sole cost and at any time within the term hereof, any property installed by Lessee during or prior to the term hereof. Lessee shall immediately upon such removal repair, at its sole cost, any damage caused to the premises by reason of such removal. 8.3 If after termination of this lease, Lessee fails to remove, pursuant to the foregoing paragraph, any of Lessee's property, the same shall, at Lessor's option, be conclusively deemed to be abandoned by Lessee and shall belong to Lessor absolutely without claim or right on the part of Lessee. Any such property so abandoned by Lessee which Lessor elects not to retain on the premises shall be removed and disposed of by Lessor at Lessee's expense, which expense shall be payable to Lessor forthwith. 6

9. Insurance 9.1 The Lessor shall purchase and maintain in full force and effect throughout the term hereof, fire insurance policy plus extended coverage on physical loss and with broad form coverage as may from time to time be customary, on all buildings and other improvements excluding paving and foundations located on the demised premises, issued by insurance companies selected by Lessor and naming Lessor as the insured party. The premiums for said insurance shall be paid by Lessor. 9.2 Lessee shall procure and keep in force during the term hereof, without expense to Lessor, $l,000,000 Umbrella insurance coverage in the name of Lessee (and naming Lessor as an additional insured) against any liability to the public resulting from any occurrence in or about the premises and any building or improvement thereon to indemnify against the claims of any person or persons for any damage, whether personal or property damage. True copies of said policies or certificates thereof showing the premiums thereon to have been paid) shall be delivered to Lessor promptly upon Lessor's request therefor. All such policies shall provide that they shall not be cancelable by the insurer without first giving at least ten (10) days' notice in writing to Lessor. 9.3 Lessee shall be totally responsible for any and all insurance necessary or required for the property of Lessee moved into the premises and Lessor shall have no responsibility therefor. 9.4 In the event that the premises are damaged by fire or other casualty to such an extent that the Lessee's access to the premises shall not be restricted for longer than sixty (60) days, the Lessor shall reconstruct the premises within said time. The rent shall be abated for the period the Lessee's access is restricted. The Lessee shall not be excused from the performance of its other obligations under this lease. 9.5 In the event the premises are substantially damaged by fire or other casualty rendering the Premises untenable by the Lessee and the repairs thereof cannot be accomplished by the Lessor within sixty (60) days, then this Lease shall be terminated and Lessee shall have no further liability hereunder. The Lessor shall have no further responsibility or obligation to the Lessee except Lessor shall refund any prepayment of rents not used during the period of actual occupancy. Lessee shall have no obligation to pay rent during any portion of this sixty (60) day period that the Premises are untenable. 9.6 In event of loss or damage to the building, the premises and/or any contents, each party shall look first to any insurance in its favor before making any claim against the other party, and, to the extent possible without additional cost, each party shall obtain, for each policy of insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of such insurance, and each party, to the extent permitted for itself and its insurers waives all such insured claims against the other party. 7

10. Indemnification of Lessor/Lessee If Lessee fails to pay any charge or assessment required hereby to be paid by it, or to do any act required hereby to be done by it, Lessor may (but shall not be required to) pay said charge or assessment and do said act and the cost thereof to Lessor (including any attorneys' fees, court and all other costs incurred by Lessor), together with interest on such costs at the maximum rate then permitted by law, from the date of incurrence thereof, shall, upon delivery of notice thereof to Lessee, be immediately due and owing with the next following installment of rent and shall be treated in all respects as rent. Likewise, if Lessor fails to pay any charge, amount or assessment required to be paid hereunder, or otherwise breaches any representation, warranty or covenant or fails to do any acts required by Lessor hereunder, Lessee may (but shall not be required to) pay said charge or assessment and to do said act and the cost thereof to Lessee (including any attorneys fees, court and other costs incurred by Lessee), together with interest on such costs at the maximum rate then permitted by law, from the date of incurrent thereof, shall be an offset to future rental payments due under this Lease commencing with the next due lease payments. 11. Assignment or Sub-Lease 11.l Subject to the next sentence, Lessee shall not assign or sub-lease the premises or any portion thereof without the prior consent of Lessor, which will not be unreasonably withheld. However, the Right of First Refusal and Purchase Option in Sections 17 and 18 are assignable by Lessee (which include all purchase price credits) without Lessor's consent. 12. DEFAULTS; REMEDIES. Failure of the Lessee to pay the rent or any other sums of money due from the Lessee to Lessor within fifteen (15) days after the same shall be due, shall constitute a default hereof. In the event of a default, each of the Lessor and Lessee shall have all of those remedies allowed by the laws of the State of Florida for situations involving commercial leases. If Lessee has a bona fide dispute as to any payment, assessment or charge, which includes Lessee's rights to offset future lease payments granted hereunder, then such exercise of an offset right by Lessee shall not be considered a default under this Lease unless otherwise determined by a court of law. 8

13. Condemnation If the Premises or building in which the Premises is located or any portion thereof is taken under the power of eminent domain, or sold under the threat of the exercise of said power (either of which is herein called "condemnation"), such that the normal operation of Lessee's business is materially impaired, then Lessee shall have the option to terminate this Lease by written notice to Lessor, as of the date the condemning authority takes title or possession, whichever first occurs. Lessor expressly agrees that Lessor shall have no claim against Lessee for the value of any unexpired portion of the term of this Lease, nor shall Lessee be entitled to any part of the condemnation award, except that Lessor shall have no interest in any separate award made to Lessee for loss of business, moving expenses or the taking of Lessee's trade fixtures or equipment. If Lessee does not exercise its option to terminate this Lease, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the proportion that the floor area taken bears to the total floor area of the Premises, and Lessee shall have no other rights or remedies as a result of such condemnation. Lessor shall at its expense repair and restore the Premises following such condemnation, but shall have no obligation to expend funds in excess of proceeds received from such condemnation action. 14. Right to Inspect and Repair Lessor may enter the premises but shall not be obligated to do so (except as required by any specific provision of this Lease) at any reasonable time on reasonable notice to Lessee (except that no notice need be given in case of emergency) for the purpose of inspection or the making of such repairs, replacement or additions in, to, on and about the premises or the building, as Lessor deems necessary or desirable. Lessee shall have no claims or cause of action against Lessor by reason thereof. In no event shall Lessee have any claim against Lessor for interruption to Lessee's business, however occurring. All such work shall be done so far as is practical in such a manner to avoid interference with Lessee's use of the Premises. 15. Right to Show Premises Lessor may show the premises to prospective purchasers and mortgagees; and during the six (6) months prior to termination of this Lease, to prospective Lessees, during business hours on reasonable notice to Lessee. 16. Late Charge Anything in this Lease to the contrary notwithstanding, at Lessor's option, Lessee shall pay a "Late Charge" of eight (8%) percent of any installment or rent or additional rent paid more than five (5) days after the due date thereof, to cover the extra expense involved in handling delinquent payment. 9

17. Right of First Refusal. In the event that a prospective purchaser makes an offer to Lessor to purchase the building, Lessor shall promptly send written notice (the "Notice") to Lessee of the offer. The Notice shall outline the terms, conditions and price of the offer. Lessee, after Notice shall have the initial right of first refusal (but not the obligation) to purchase the real property and building upon the same terms, conditions and price as the offer. If Lessee elects not to purchase the building within fifteen (15) days after Notice, Lessor may sell the building to the prospective purchaser. This right of first refusal shall also apply to successors and assigns of Lessee. Lessee's decision not to exercise its right of first refusal shall not effect the Lessee's purchase option rights in Section 18 below, which shall survive any transfer, sale or assignment by Lessor. 18. Purchase Option On or after December 31, 2004 including any extended term of this Lease, provided the Lessee is not then in default, Lessor grants to Lessee, or its successors or assigns, the right to purchase the building on the terms and for a price, payable in cash, as described below. The option purchase price for the building will be $2,950,000 ("Purchase Price"). Lessee shall exercise its option to purchase by giving written notice to the Lessor. The closing shall occur on or before the 90th day from the date of Lessor's receipt of Lessee's exercise of the purchase option. Lessor shall pay the documentary stamps on the deed and for an owner's title insurance policy insuring Lessee in the amount of the Purchase Price. Lessor shall pay all broker fees. Lessee shall pay the cost of recording the deed and all expenses incurred in connection with third party financing, if any. Lessee shall pay for all inspection costs. Each party shall pay its own attorneys fees and costs, if any. Real estate taxes shall be pro rated as of the date of closing. All other terms and conditions of Lessee's purchase of the building not in conflict with the foregoing shall be as provided in the FlaBar form "Contract for Sale and Purchase", a copy of which is attached hereto and incorporated as Exhibit "E". In consideration of Lessor granting the Lessee the purchase option for the building described herein, Lessee shall issue Lessor shares of its common stock equal to a value of $58,823.53. These shares should be valued as the date this Lease is executed. Lessee agrees to send a letter of instructions to its transfer agent to issue Lessor these shares as expeditiously as possible within three (3) business days of executing this Lease. The number of shares to be received is based upon the average of the closing bid price of the Lessee's common stock for the previous thirty (30) trading days prior to execution of this Lease as quoted on the OTC-BB. Such shares shall bear a restrictive legend and shall be subject to the resale provisions of Rule 144, promulgated under the Securities Act. The building and related real estate shall be transferred free and clear of all liens, claims, encumbrances, mortgages or other obligations other than easements, restrictions and reservations of record then in existence. Lessor shall, as an incident to the above referenced closing, transfer, assign and convey any and all warranties, mechanical or otherwise that Lessor may possess or have rights under, affecting the equipment, fixtures, HVAC, plumbing system, pertinent to the Premises and Lessor shall transfer whatever interest Lessor may have to any personal property located upon or within the Building. 10

The shares of Lessee's common stock issued to Lessor upon execution of this Lease in consideration of the purchase option are non-refundable. Lessor agrees to provide Lessee a credit of $50,000 plus five percent (5%) of all cash rental payments received prior to December 31, 2004 by Lessor as a credit against the Purchase Price. 19. Lessee Subordination Lessee acknowledges that this Lease shall be subordinate to all existing and future mortgages, and Lessee shall execute all documents reasonably requested by lessor or any mortgages to confirm such subordination, in a form acceptable to lessor or mortgagee, and shall deliver such documents to Lessor within thirty (30) days after receipt. Notwithstanding the foregoing, this subordination shall in no way adversely affect Lessee's leasehold interests in the Premises and Lessee shall be entitled to the full rights, use and enjoyment of the Premises during the term of this Lease regardless of any existing or future mortgages placed on the Premises. Lessee shall be entitled to file a Memorandum of Lease and an Attornment and Non-disturbance Agreement in the Public Records of Pinellas County, Florida evidencing its interests in the leasehold Premises including the right of first refusal and purchase option in Sections 17 and 18. 20. Personal Liability Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessor, that there shall be absolutely no personal liability on the part of Lessor, its successors, assigns or any mortgagee in possession (for the purposes of this paragraph, collectively to as "Lessor"), with respect to any of the terms, covenants and conditions of this Lease and that Lessee shall look solely to the equity of Lessor in the demised premises for the satisfaction of each and every remedy of Lessor in the event of any breach by Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, such exculpation of liability to be absolute and without any exceptions whatsoever. 21. Estoppel Certificate At any time and from time to time, either party, within ten (10) days of written request therefore, shall execute, acknowledge and deliver to the other party a certificate evidencing whether or not (i) this Lease is in full force and effect; (ii) this Lease has been amended in any way; (iii) there are any existing defaults on the part of the other party hereunder, and specifying the nature of such defaults, if any; (iv) the date to which Rent and other amounts due hereunder, if any, have been paid; and (v) such other matters as may be reasonably requested. Each certificate delivered pursuant to this paragraph may be relied on by any prospective purchaser of the building or transferee of Lessor's interest hereunder or by any holder or prospective holder of any mortgage instrument or deed to secure debt now or hereafter encumbering the building. 11

22. General Provisions 22.1 Any holding over after the expiration of the term, with the express or implied consent of Lessor shall be construed to be a tenancy from month to month only, at 150% of the rental per month as paid during the last month of the term and upon all other terms and conditions as are herein set forth. 22.2 Time is of the essence of this Lease. No course of dealings between Lessor and Lessee, nor any failure, neglect or delay by either party in exercising any rights or rights hereunder, shall operate as a waiver, forfeiture or abandonment or any other right or rights provided herein except only to the extent expressly waived in writing. 22.3 The title or captions of the paragraphs of this Lease are for referenced purposes only and have no effect upon the construction or interpretation of any part thereof. The use herein of the singular number includes the plural, and vice versa, and the use herein of the neuter gender includes the masculine and the feminine and vice versa, whenever and wherever the context so requires. 22.4 Lessor warrants and represents to Lessee that Lessor has lawful title to the land of which the premises is a part, the right to make this lease for the term hereof and that Lessor will put Lessee into complete and exclusive possession of the premises (except as herein otherwise provided). Lessor further covenants that if Lessee shall pay the rental and perform all the covenants and provisions of this Lease to be performed by Lessee, Lessee shall during the term freely, peaceably, and quietly occupy and enjoy the full possession of the premises (except as herein otherwise provided) and the tenements, hereditaments, and appurtenances thereto belonging and the rights and privileges herein granted without molestation or hindrance, subject nevertheless to all of the terms and conditions hereof. 22.5 This Lease sets forth the entire understanding of the parties hereto with respect to all matters referred to herein and the provisions hereof may not be changed or modified except by an instrument in writing signed by all parties hereto. Wherever in this Lease the consent of Lessor is required, such consent shall not be unreasonably or arbitrarily withheld. 22.6 If either party commences litigation against the other for the specific performance of this Lease, for damages for the breach hereof or to enforce any remedy hereunder, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorney's fees as may be incurred. 12

22.7 In the event that Lessee shall file a voluntary petition in bankruptcy, or it shall be the subject of an involuntary petition in bankruptcy, the same shall constitute a default under the terms of this Lease and the Lessor shall have such rights as are credited Lessor in default situations as provided for by the laws of the State of Florida. 23. Indemnification For Environmental Damage And Hazardous Waste Disposal Lessor shall provide Lessee with complete chronological list of tenants (occupants) and any known environmental history of said property since its original construction. Lessor states that the demised premises are free of hazardous substances or wastes or violation of Environmental Laws as of the date of Lease execution. Lessee, in consideration of Lessor's agreement to execute this Lease, hereby agrees to indemnify, reimburse, defend and hold harmless the Lessor for, from and against all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities, costs, expenses, fees and disbursements asserted against, imposed on or incurred by Lessor, directly or indirectly, pursuant to or in connection with the application of any Environmental Law for acts or omissions caused by Lessee and occurring during Lessee's occupancy of the premises pursuant to this Lease. For the purpose of this indemnification, "Environmental Law" shall mean any federal, state, local or foreign statutory or common laws relating to pollution or protection of the environment, including without limitation, any common law or nuisance or trespass, and any law or regulation relating to emissions discharges, releases or threatened release of pollutants contaminants or chemicals, or industrial, toxic of hazardous substances or wastes into the environment (including without limitation ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants or chemicals, or industrial, toxic or hazardous substances or wastes. 24. Broker Lessee and Lessor represent and warrant one to the other that no real estate broker finder or other party entitled to a fee or commission was involved in this transaction other than Commercial Partners Realty, Inc. and Arvida Realty Services. The broker shall be compensated by Lessor in accordance with the terms of the listing agreement relating to the Premises. 25. Radon Gas Disclosure. The following language is required by law in any contract involving the sale or lease of any building within the State of Florida: 13

"RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PROPERTY. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
For Octavia S. Vollmer Family Trust as Lessor. By: ---------------------------------------------Robert L. Vollmer, as Trustee of the Octavia S. Vollmer Family Trust

-----------------------------------------------(Signature of Witness)

-----------------------------------------------(Signature of Witness)

For eAutoClaims.com, Inc.

as Lessee By: ---------------------------------------------Eric Seidel, in his capacity as President of eAutoclaims.com, Inc. and not in his personal capacity ----------------------------------------------

-----------------------------------------------(Signature of Witness)

-----------------------------------------------(Signature of Witness)

14

Exhibit A Exhibit B

Legal description of Real Property Rendering of building "Remaining Space". identifying the "Premises" and

Exhibit C

Form of Lease Term Sheet for Lessee's exercise of its right of first refusal relating to the lease of Remaining Space. Preliminary Plans and tenant improvements. Specifications for build out and

Exhibit D

Exhibit E

Form of FlaBar Contract for Purchase and Sale.

15

EAUTOCLAIMS.COM PROPRIETARY INFORMATION AND EMPLOYEE INVENTIONS AGREEMENT IT IS AGREED BETWEEN eAutoclaims.com ("the Company") and ________________________________ ("Employee") as follows: 1. Employment. The Company has hired Employee to work in the position of ____________________________. This employment is not for any particular period and may be terminated, with or without cause, at any time. Employee acknowledges that, as part of his/her employment, he/she may create inventions, ideas software or other proprietary information of value to the Company. 1. Confidential Information of Others. Employee does not have in his/her possession any confidential information or documents belonging to others, and will not use, disclose to the Company or induce the Company to use any such information or documents during his/her employment. Employee represents that his/her employment will not require him/her to violate any obligation to or confidence with another. 1. Definition of Proprietary Information. As used herein, the term "Proprietary Information" refers to any and all information of a confidential, proprietary, or secret nature which is or may be either applicable to, or related in any way to (i) the business, present or future, of the Company, (ii) the research and development or investigations of the Company, or (iii) the business of any customer of the Company. Proprietary Information includes, for example and without limitation, trade secrets, processes, formulas, data, software, know-how, improvements, inventions, techniques, marketing plans and strategies, and information concerning customers or vendors. 1. Proprietary Information to be Kept in Confidence. Employee acknowledges that the Company's Proprietary Information is a special, valuable, and unique asset of the Company, and Employee agrees at all times during the period of his/her employment and thereafter to keep in confidence and trust all Proprietary Information. Employee agrees that during the period of his/her employment and

thereafter he/she will not directly or indirectly use the Proprietary Information other than in the course of performing duties as an employee of the Company, nor will Employee directly or indirectly disclose any Proprietary Information or anything relating thereto to any person or entity, except in the course of performing duties as an employee of the Company and with the consent of the Company. Employee will abide by the Company's policies and regulations, as established from time to time, for the protection of its Proprietary Information. 1. Other Employment. Employee agrees that during the period of his/her employment by the Company, he/she will not, without the Company's prior written consent, directly or indirectly engage in any employment, consulting, or activity other than for the Company relating to any line of business in which the Company is now or at such time is engaged, or which would otherwise conflict with his/her employment obligations to the Company. 1. Return of Materials at Termination. In the event of any termination of his/her employment whether or not for cause and whatever the reason, Employee will promptly deliver to the Company all documents, data, records, and other information pertaining to his/her employment, and Employee shall not take any documents or data, or any reproduction of excerpt of any documents or data, containing or pertaining to the Company's Proprietary Information. 1. Disclosure to Company. Employee agrees promptly to disclose to the Company any and all inventions, discoveries, improvements, trade secrets, formulas, software, techniques, processes, and know-how, whether or not patentable and whether or not reduced to practice, conceived or learned by employee during the period of his/her employment, either alone or jointly with others, which relate to or result from the actual or anticipated business, work, research, or investigations of the Company, or which result, to any extent, from use of the Company's premises or property (the work being hereinafter collectively referred to as the "Inventions").

1. Assignment of Inventions to the Company. Employee acknowledges and agrees that all the Inventions shall be the sole property of the Company or any other entity designated by it, and the Employee hereby assigns to the Company his/her entire right and interest in all the Inventions. Employee further agrees as to all Inventions to assist the Company in every way (at the Company's expense) to obtain and from time to time enforce patents, copyrights or trade secret rights on the Inventions. To that end, by way of illustration but not limitation, Employee will testify in any suit or other proceeding involving any of the Inventions, execute all documents which the Company reasonably determines to be necessary or convenient for use in applying for and obtaining patents thereon and enforcing same, and execute all necessary assignments thereof to the Company or persons designated by it. Employee's obligation to assist the Company in obtaining and enforcing patents for the Inventions shall continue beyond the termination of his/her employment, but the Company shall compensate Employee at a reasonable rate after such termination for time actually spent by Employee at the Company's request on such assistance. 1. List of Prior Inventions. All inventions, if any, which Employee made prior to employment by the Company are excluded from the scope of this Agreement. As a matter of record, Employee has set forth on Exhibit A attached hereto a complete list of all inventions, discoveries, or improvements relating to the Company's business which have been made by Employee prior to his/her employment with the Company. 1. General. a. To the extent that any of the agreements set forth herein, or any word, phrase, clause, or sentence thereof, shall be found to be illegal or enforceable for any reason, such agreement, word, clause, phrase, or sentence shall be modified or deleted in such a manner so as to make the agreement as modified legal and enforceable under applicable laws, and the balance of the agreements or parts thereof shall not be affected thereby, the balance being construed as severable and independent. b. This Agreement shall be binding upon Employee and his/her heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its successors and assigns. c. This Agreement shall be governed by the laws of the State of Florida, which state shall have jurisdiction of the subject matter hereof. d. This Agreement represents the entire agreement between Employee and the Company with respect to the subject matter hereof, superseding all previous oral or written communications, representations, or agreements. This Agreement may be modified only by a duly authorized and executed writing.
Date:___________________ Employee:__________________________ Signature --------------------------Print or Type Name Date:___________________ By:___________________________ Signature --------------------------Print or Type Name

CAUTION TO EMPLOYEE: This Agreement affects important rights. DO NOT sign it unless you have read it carefully, and are satisfied that you understand it completely.

JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A. ATTORNEYS AND COUNSELLORS AT LAW
E. D. ARMSTRONG III JOHN T. BLAKELY BRUCE H. BOKOR GUY M. BURNS JONATHAN S. COLEMAN MICHAEL T. CRONIN ROBERT M. DAISLEY ELIZABETH J. DANIELS MARION HALE SCOTT C. ILGENFRITZ FRANK R. JAKES TIMOTHY A. JOHNSON, JR. SHARON E. KRICK ROGER A. LARSON JOHN R. LAWSON, JR.* MICHAEL G. LITTLE MICHAEL C. MARKHAM STEPHANIE T. MARQUARDT A.R. "CHARLIE" NEAL F. WALLACE POPE, JR. ROBERT V. POTTER, JR. DONALD P. REED DARRYL R. RICHARDS PETER A. RIVELLINI DENNIS G. RUPPEL* CHARLES A. SAMARKOS PHILIP M. SHASTEEN

PLEASE REPLY TO CLEARWATER FILE NO. 41287.102070
Paul Matecki, Esq. General Counsel Raymond James & Associates, Inc. 880 Carillon Pkwy. St. Petersburg, FL 33716 Re: Liviakis Financial Communications, Inc. Attn.: Mr. John Liviakis 495 Miller Ave. Mill Valley, CA 94941

Liviakis Financial Communications, Inc. - Margin Situation

Dear Paul and John: The purpose of this letter is to confirm our previous telephone conversations regarding the treatment of 1,654,200 shares of eautoClaims.com, Inc. ("EACC") common stock which were previously issued to Liviakis Financial Communications, Inc. ("Liviakis") in connection with a Consulting Agreement entered into between Liviakis and EACC. As you are aware, EACC and Liviakis have differences regarding Liviakis' entitlement to the shares that were issued in connection with the Consulting Agreement. It is my further understanding that Liviakis has pledged the EACC common shares to Raymond James & Associates, Inc. ("Raymond James") that Liviakis holds of record as additional collateral for a margin account that Liviakis maintains at Raymond James. The EACC shares pledged to Raymond James by Liviakis are subject to resale restrictions imposed by Rule 144. As I explained, EACC is currently in registration with the SEC in connection with a firm commitment underwriting through Dirks & Company, Inc. ("Underwriter"). In connection with this underwriting, the Underwriter is requiring that holders of our restricted securities enter into certain lock-up arrangements. The Underwriter has requested a 270 day lock-up period. It is my understanding that Liviakis and Raymond James are agreeable to entering into a lock-up agreement for a 270 day period subject to the Underwriter and EACC granting Raymond James the right to sell certain of the EACC shares pledged to Raymond James by Liviakis in accordance with the provisions of Rule 144 in the event Raymond James determines in its sole and absolute discretion that the liquidation of the EACC common shares is required to cover a margin call on the Liviakis margin account maintained at Raymond James. If any such margin call occurs and Raymond James decides to sell EACC's securities pursuant to Rule 144, then Raymond James shall give the Underwriter two (2) days' prior written notice of its intent to liquidate the EACC shares and shall provide the Underwriter or it's designee the right of first refusal to act as the agent, market maker or broker in any such sale for the two (2) subsequent business days after receipt of notice from Raymond James.
CLEARWATER OFFICE 911 CHESTNUT STREET POST OFFICE BOX 1368 CLEARWATER, FLORIDA 33757-1368 TELEPHONE: (727) 461-1818 TELECOPIER (727) 462-0365 TAMPA OFFICE 100 NORTH TAMPA STREET SUITE 1800 POST OFFICE BOX 1100 TAMPA, FLORIDA 33601-1100 TELEPHONE (813) 225-2500

TELECOPIER (727)462-0365

Paul Matecki, Esq. Mr. John Liviakis Page 2 This letter also confirms that Liviakis is agreeable to returning 160,000 shares to EACC for cancellation, or transferring said 160,000 shares to a designee of EACC. Liviakis and Raymond James agree to cooperate in affecting this transfer and further agree to make physical delivery of the current certificates to the transfer agent for re-issuance reflecting the reduction of 160,000 shares. EACC agrees to withdraw its stop transfer instructions to the transfer agent and acknowledges the enforceability of the Consulting Agreement. Upon execution of this letter agreement and performance of the understandings described in this letter eAuto and Liviakis agree that all dispute have been settled and release each other from any claims other than performance required under this letter agreement. Attached to this letter is the lock-up agreement. Please execute this letter and the lock-up agreement. The effective date of these agreements is April 24, 2001. Thank you for your attention to these matters. Very truly yours, JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A. Michael T. Cronin MTC:afs Enclosure cc: Eric Seidel Ray Dirks Bill Schifino, Esq.

Paul Matecki, Esq. Mr. John Liviakis Page 3 AGREED AND ACCEPTED: LIVIAKIS FINANCIAL COMMUNICATION, INC. By:_____________________________ John Liviakis Effective Date: April 24, 2001 RAYMOND JAMES FINANCIAL SERVICES, INC. By:_____________________________ Effective Date: April 24, 2001 eAUTOCLAIMS.COM, INC. By:_____________________________ Eric Seidel Effective Date: April 24, 2001

[Liviakis Lock-up] LOCK-UP LETTER April 24 2001 Board of Directors Gentlemen: By virtue of the execution of this letter agreement (the "Agreement") the undersigned individual and/or entity (hereinafter referred to as the "Shareholder"), as record and beneficial owner of the number of shares of Common Stock, $.0001 par value per share and/or options to acquire common shares set forth opposite the Shareholder's name at the end of this Agreement (the "Shares"), of eAutoClaims.com, Inc., a Nevada corporation (the "Company") hereby represents and warrants to the Company as follows: a) The undersigned has full power and authority to enter into this Agreement and to restrict the transferability and saleability of the Shares other than certain agreements with Raymond James & Associates, Inc., which the undersigned understands has consented to this lock-up letter; b) The undersigned's compliance with the terms and conditions of this Agreement will not conflict with any instrument or agreement pertaining to the Shares or the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which the Shareholder is a party other than certain agreements with Raymond James & Associates, Inc., which the undersigned understands has consented to this lock-up letter; c) The undersigned owns the Shares free and clear of any and all liens and encumbrances other than the lien of Raymond James & Associates, Inc. for a margin account. By virtue of the execution of this Agreement and solely in consideration for the Company's utilizing its best efforts to cause the preparation and filing with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), causing the same to be ordered effective by the SEC; and the undertaking by Dirks & Company, Inc. to act as underwriter (the "Underwriter") in connection with the offering of an aggregate of 1,000,000 Units, each Unit consisting of three shares of common stock and four common stock purchase warrants (the "Units") on a firm commitment basis," and the execution of an Underwriting Agreement between the Underwriter and the Company, the terms and conditions of which are hereby incorporated herein by reference and which document is hereinafter referred to as the "Underwriting Agreement"; the Shareholder hereby agrees with the Underwriter and the Company as follows: Pursuant to the applicable paragraphs of the Underwriting Agreement, the shareholder agrees that he shall not sell any unregistered stock, pursuant to Rule 144 or otherwise, for a period of two hundred seventy (270) days after the date of the final and definitive prospectus, without the prior consent of the Underwriter. Notwithstanding the foregoing, Raymond & Associates, Inc. ("Raymond James") shall have the right to sell certain of the Shares in compliance with Rule 144 under the Act if Raymond James determines in it's sole discretion to sell the Shares in order to meet certain margin requirements of the Shareholder due to Raymond James. In such event Raymond James shall give the Underwriter two (2) days' prior written notice of Raymond James intention to sell the Shares under Rule 144 and the Underwriter, or it's designee, shall have the right for two (2) business days of the receipt of notice from Raymond James to act as the market maker or broker for the sale of the Shares pursuant to Rule 144.

Nothing in this Agreement shall, or shall be deemed to, restrict the right and option of the Shareholder to sell all or any portion of the Units to any other individual, firm or entity in a private transaction exempt from the registration provisions of the Act and pursuant to the terms of a duly executed investment letter. By virtue of the execution of this Agreement, the Shareholder manifests his agreement and understanding that any purchaser of the Shares in a private transaction must execute and deliver to the Shareholder an investment letter wherein he agrees to hold the Shares for a one (1) year period commencing from the date of such sale and without the benefit of any period of time during which the Shareholder held the Shares. This lock-up letter is subject to all other holders of restricted securities of the Company entering into lock-up letters with the Company in form and substance satisfactory to the Underwriter. This lock-up letter is subject to the offering closing on or before June 30, 2001. In the event the proposed offering described in this lock-up letter does not close for any reason then this lock-up letter shall be null and void. Very truly yours,
No. of Shares ---------------------Name of Stockholder No. of Options ------------------------------------Signature -------------------------Street Address -------------------------City, State and Zip Code -------------------------Telephone Number __________________________

JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A. ATTORNEYS AND COUNSELLORS AT LAW
E. D. ARMSTRONG III JOHN T. BLAKELY BRUCE H. BOKOR GUY M. BURNS JONATHAN S. COLEMAN MICHAEL T. CRONIN ROBERT M. DAISLEY ELIZABETH J. DANIELS MARION HALE SCOTT C. ILGENFRITZ FRANK R. JAKES TIMOTHY A. JOHNSON, JR. SHARON E. KRICK ROGER A. LARSON JOHN R. LAWSON, JR.* MICHAEL G. LITTLE MICHAEL C. MARKHAM STEPHANIE T. MARQUARDT A.R. "CHARLIE" NEAL F. WALLACE POPE, JR. ROBERT V. POTTER, JR. DONALD P. REED DARRYL R. RICHARDS PETER A. RIVELLINI DENNIS G. RUPPEL* CHARLES A. SAMARKOS PHILIP M. SHASTEEN

PLEASE REPLY TO CLEARWATER FILE NO. 41287.102070 April 20, 2001 Mr. Anthony D. Altavilla Mr. Jens Dalsgaard c/o Redwood Consultants 81 Throckmorton Ave., Suite 201 Mill Valley, CA 94941 Re: eautoClaims.com, Inc. Dear Tony and Jens: The purpose of this letter is to set forth in writing and confirm the agreements and understandings by and between eautoClaims.com, Inc. ("EACC") and each of you as the current holders of 201,900 shares of EACC common stock. This letter confirms the following: o Each of you are agreeable to returning 20,000 shares to EACC for cancellation or transferring said 20,000 shares to a designee of EACC. Thus, each of you agree that you are the holder of record of 181,900 shares of EACC common stock. Such shares were issued to you in consideration for consulting services performed by Liviakis Financial Communications, Inc. on behalf of EACC when you were employees of Liviakis. You are each agreeing to return 20,000 shares in consideration of the resolution of differences between Liviakis and EACC regarding Liviakis' entitlement to shares issued as consideration for the consulting services. o Each of you agrees to a 270 day lock-up period from the date of the prospectus subject to the allowable sales during lock-up described below. o Each of you will be free to sell up to ten percent (10%) of your adjusted number of shares per quarter or 18,900 shares per quarter, pursuant to Rule 144 during your 270 day lock-up period. Thus, you may sell up to 18,900 shares on May 26, 2001, 18,900 shares between May 27, 2001 and August 26, 2001 and 18,900 between November 26, 2001 and the termination of the 270 lock-up period.
CLEARWATER OFFICE 911 CHESTNUT STREET POST OFFICE BOX 1368 CLEARWATER, FLORIDA 33757-1368 TELEPHONE: (727) 461-1818 TELECOPIER (727) 462-0365 TAMPA OFFICE 100 NORTH TAMPA STREET SUITE 1800 POST OFFICE BOX 1100 TAMPA, FLORIDA 33601-1100 TELEPHONE (813) 225-2500 TELECOPIER (727)462-0365

Mr. Anthony D. Altavilla Mr. Jens Dalsgaard April 20, 2001 Page 2 o The parties agree that the one year holding period shall commence upon the effective date of the merger between TPI and EACC which is agreed to as May 25, 2000. Thus, on May 26, 2001 each of you will be free to sell the agreed upon number of shares pursuant to the provisions of Rule 144. Each of you agree to comply with all provisions of Rule 144. o Each of you agree that you will send to me your original certificates for re-issuance. You agree that each of you will reduce the total number of shares you own by 20,000. New certificates will be re-issued in denominations that reflect the number of shares subject to lock-up and the number of shares that are free to sell pursuant to Rule 144. o On or before May 25, 2001, I will issue an opinion of counsel authorizing the sale of shares in accordance with the provisions of Rule 144. This opinion of counsel will be subject to my receipt of all necessary paperwork, including but not limited to, Form 144, broker representation and seller representation letters. This opinion is also subject to my receipt of written authorization from Eric Seidel to release this opinion. I trust that this letter accurately reflects our agreements and understandings. If so, I would appreciate you initialing or executing this letter indicating your acceptance of the terms and provisions. I will then have Eric Seidel execute this letter evidencing the EACC acceptance of these terms and provisions. If you have any additional questions, please do not hesitate to call me. Very truly yours, JOHNSON, BLAKELY, POPE, BOKOR, RUPPEL & BURNS, P.A. Michel T. Cronin MTC:afs cc: Eric Seidel AGREED AND ACCEPTED: Anthony D. Altavilla Date:___________________________ Jens Dalsgaard Date:___________________________ eautoClaims.com, Inc. By:_____________________________ Eric Seidel Date:___________________________

CLAIMS MANAGEMENT SERVICES and LICENSE AGREEMENT This Claims Management Services and License Agreement ("Agreement") is made and entered into as of the ____ day of February, 2001, by and between EAUTOCLAIMS.COM, INC., a Nevada corporation ("EACC"), and ROYAL INDEMNITY COMPANY, on its own behalf and on behalf of its affiliates and subsidiaries, a North Carolina corporation ("Client"). RECITALS WHEREAS, EACC provides certain Internet-based web enabled online application claims management software products and services and has developed a nationwide network of vehicle repair vendors and a system of cooperation between EACC and its vendors to furnish economical, quality, and efficient vehicle repairs or appraisals for EACC and its clients (the "Services"); and WHEREAS, Client is engaged in the business of providing physical damage insurance to its customers and desires to subscribe to and license the Services under the terms and conditions described herein; WHEREAS, EACC is agreeable to providing the Services and desires to grant Client a license and right to use the Services under the terms and conditions described herein; NOW, THEREFORE, in consideration of the foregoing premises and the covenants and obligations of the parties set forth herein, EACC and Client agree as follows: 1. Definitions. As used in this Agreement, the terms defined below have the meanings ascribed to them herein: "Consumer" means the Client's insured or a third party claimant. "Documentation" means EACC materials describing the Services and the System, which includes all web enabled updates, training tools, modules and changes made to the System from time to time by EACC, including the web enabled custom IT requirements and programming description materials described in Appendix A. "Effective Date" means the date first indicated above. "Services" means claims management services described in the first recital of this Agreement, Appendix A and the Documentation.

"System" means EACC's proprietary Internet-based web enabled claims management software products and services, including but not limited to EACC's core product known as Bricks to Clicks or B2C, which provides administration, estimating, auditing, appraising and management of physical damage repair services to motor vehicles and which also includes, at the option of the Client, access to and a right to use the Vendors. "Repairs" means physical damage or mechanical repairs for Vehicles. "Vendors" means a motor vehicle repair facility, rental agency, appraiser, glass replacement company, salvage facility or other facility providing vehicle-related services via the EACC network of automobile repair facilities. 2. EACC Obligations. Subject to the terms and conditions of this Agreement, EACC shall provide the Services and System during the term of this Agreement. EACC agrees to the following: (a) EACC grants a non-exclusive, enterprise-wide license to Client to use and have access the System, Services and Documentation pursuant to this Agreement (b) EACC shall maintain and make available to Client and its Consumers a toll-free telephone number which shall be operated by EACC personnel 24 hours a day, seven days a week. (c) EACC shall make available to Client the EACC network of Vendors. Client is under no obligation to use the Vendors included as part of the EACC System. (d) EACC shall monitor all Vendors for timely repairs, quality workmanship, and courtesy. Any Vendor not providing consistent quality service, as determined by EACC, shall be terminated and replaced with another Vendor selected by EACC. (e) EACC shall provide audits on all repair estimates received from Vendors (except total losses). EACC shall obtain an agreed repair price from the network Vendor on estimates prior to approving or seeking repair approval from Client. (f) Subject to the terms and conditions of Appendix B, EACC shall provide a warranty on the quality of all Vendor physical damage repairs, original equipment manufacturer (OEM) replacement body parts, CAPA certified after-market parts, and like-kind and quality (LKQ) and refurbished or rebuilt parts, Vendor labor, and paint and materials that are provided by Vendors for as long as the Consumer owns the Vehicle. This warranty is exclusive of normal wear and tear on replacement parts. All other parts carry the standard manufacturer warranty. (g) EACC shall not require or influence Consumer to use a Vendor for the vehicle repairs when contacting Consumer. EACC shall inform Consumer that they are not required to use any Vendor. (h) EACC shall pay Vendors for authorized services performed within the Vendor's contracted timeline and payment terms. 2

(i) EACC shall require Vendors to provide at least two (2) weeks free vehicle storage when necessary to Client and/or Consumers. (j) EACC shall provide all of the custom IT requirements and programming items set forth in Appendix A. 3. Client Obligations. Client agrees to the following: (a) Client shall designate EACC as its non-exclusive agent to administer motor vehicle repair approval services and procedures on behalf of Client during the term of this Agreement. Client shall have the responsibility to adjust claims. (b) Client shall communicate to EACC, by way of a designated EACC assignment application form, the names, phone numbers and all pertinent information on all the Consumers who have reported an accident and are being serviced via the System so that EACC is able to monitor Vendor assignments, perform audits on network estimates and may contact the Consumer to assist with Vendor appointments and facilitate the provision of Vendor services.. (c) Client shall provide to EACC on a daily basis via the System information regarding repair or denial confirmations for each Consumer claim. (d) Client shall hold EACC harmless and shall indemnify EACC from any claims or judgments as a result of EACC following the claims guidelines set by Client, including, but not limited to, guidelines for use of aftermarket parts. (e) Other than as otherwise provided for in this Agreement or as may be agreed to from time to time in writing by EACC, Client shall not in any way, directly or indirectly, copy or duplicate the System or Documentation. Client shall use the System only for the evaluation and processing of physical damage claims arising in connection with Client's business. Client shall not permit any third party, other than authorized agents, representatives and contractors, to use the System, Services or Documentation. The Client has the right to demonstrate the EACC System to existing and potential customers in the course of marketing Client's claims handling and processing expertise or for training purposes within Client's organization. Provided that third party vendors are not competitors of EACC, Client shall have the right to grant such third parties access and a right to use the EACC System, provided that such third parties execute non-piracy and confidential agreements in form and substance agreeable to EACC. Under no circumstances shall access to the EACC System, Services or Documentation be provided to any competitor of EACC. In order to facilitate the objectives of this provision, Client shall give prior notice (either by email or in writing) to EACC prior to any demonstration of or access to the EACC System and Documentation to any third party. Client may only demonstrate or provide access to the EACC System and Documentation after EACC has consented (either by return email or in writing) to such access or demonstration. (f) Client shall use the System as provided herein and shall not make any changes to the System except as herein provided. 3

(g) Client agrees to the custom IT requirements and programming items set forth in Appendix A. 4. Payment Terms. (a) Client and EACC agree to the pricing and payment terms and provisions set forth on Appendix C. All payments to and charges of the Vendors shall be the responsibility of EACC, and except that Consumers will be responsible for payment of deductibles and additional work requested by the Consumer. EACC will invoice Client on a per file basis for all Vendor repair charges at such time as EACC and Vendor have agreed to the final repair amount to be charged by Vendor. 5. Future Versions of the System. The System is improved and upgraded from time to time by EACC. The fees payable by Client under this Agreement will not be increased during the term hereof due to any such improvements and upgrades to the System, unless otherwise agreed to in writing by both parties. 6. Discontinuance In the event that EACC discontinues its support of the System or discontinues its business, and support is no longer available from any other source, then EACC shall furnish to Client, upon Client's written request, such documentation including source code, as Client reasonably requires to continue to use the System in accordance with this Agreement. Upon delivery, Client shall be entitled to make copies of, and create derivative works based upon, such documentation to the extent necessary for such continued use. In the event that EACC discontinues support of the System or discontinues its business, EACC shall, upon written request from Client, provide Client with the names of persons providing support for the System. Client agrees that in no event shall Client market the System, or any derivative based thereon, at any time to any third party. 7. Technical Services. EACC shall provide, upon Client's request and at EACC's standard hourly rate for support, technical services relating to the installation, implementation, maintenance, correction, operation, modification, improvement, customization and upgrade of the Licensed System ("Technical Services"). Technical Services will be provided by qualified and experienced EACC personnel in accordance with industry standards. In the event an upgrade reduces, impairs, or eliminates the functionality in the previous version of the Licensed System, EACC shall continue to support the then current version until such time that upgrades offer equivalent functionality. 4

8. Expenses. Any travel, lodging or other expenses of EACC related to the providing of Technical Services will be reimbursed by Client only if such expenses are approved in advance by Client. 9. Proprietary Rights. EACC represents and warrants that it is the sole owner of all proprietary rights and intellectual property associated with the System or that it has the full right and authority to grant the license and make the warranties set forth in this Agreement. EACC shall take all actions that are necessary and appropriate for the full protection of its proprietary rights in the System, including, without limitation, obtaining copyright registrations on copyrightable aspects of the System and obtaining written and executed license agreements with all users of the System or any portion thereof. EACC's indemnification obligations with respect to claims of infringement shall be as set forth in Section 10 below. 10. Warranty on System. EACC represents and warrants that the System will perform substantially in accordance with the Documentation during the term of this Agreement. If the System does not perform as warranted in this Section 9 or Appendix A, Client will notify EACC and EACC will utilize best efforts at no additional charge in order to correct or replace the defective portions of the System. EXCEPT AS STATED ABOVE OR AS EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, EACC MAKES NO WARRANTIES REGARDING THE SYSTEM, EXPRESS OR IMPLIED. EACC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11. Indemnification. EACC shall defend and hold Client harmless with respect to any claim that the System infringes any patent, copyright, trade secret or other intellectual property right of any third party, provided Client promptly notifies EACC in writing of any such claim and gives EACC reasonable assistance in the defense of such claim. EACC shall pay any damages and costs awarded against Client in connection with a claim for infringement under this section. EACC shall have sole control over the resolution of any claim, however EACC shall obtain the prior written consent of Client prior to settlement. EACC shall have no liability or obligation to Client with respect to any such claim if such claim is based upon any modification of the System made by Client. In the event that any such claim of infringement is made or threatened, or injunctive relief is granted to the third-party claimant, EACC shall, at the option of Client either: (a) obtain the right for Client to continue using the System; (b) provide a non-infringing work-around; or (c) modify the System to render it non-infringing while retaining like capability. 5

12. Work Product. Any products, information, reports, techniques, inventions, writings, computer programming and other material related to the System and developed by EACC, including, without limitation, modifications, enhancements, improvements, or corrections to the System that are requested by Client or that EACC is obligated to provide under this Agreement shall be, and for all purposes shall be deemed to be, EACC's work product with EACC owning and retaining exclusively and completely any and all rights, title and interests in and to such work product upon its creation, including all intellectual property related thereto. EACC shall have the sole and exclusive right to apply for and obtain any copyright and patent registrations related to such work product. 13. Limitation of Liability. EXCEPT FOR INFRINGEMENT CLAIMS UNDER SECTION 10 ABOVE, either party's TOTAL LIABILITY, IN THE AGGREGATE, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT AND TORT) SHALL IN NO EVENT EXCEED THE FEES RECEIVED BY EACC HEREUNDER. IN NO EVENT SHALL either party BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST REVENUE OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. 14. Independent Contractors / Arm's Length Transaction. It is acknowledged by the parties that they are independent contractors with respect to each other and that this Agreement constitutes a bona fide, arm's length transaction between them. Neither party shall make any representations or warranties or incur any liability on behalf of the other party. Neither party is, nor shall it be deemed to be, the agent, representative or partner of the other party. 15. Force Majeure. Each party shall be excused from performance under this Agreement and shall have no liability to the other party for any period it is prevented from performing any of its obligations (other than payment obligations), in whole or in part, as a result of delays caused by the other party or by an act of God, war, civil disturbance, court order, labor dispute, third party performance or nonperformance, or other cause beyond its reasonable control, including failures or fluctuations in electrical power, heat, light, or telecommunications, and such nonperformance shall not be a default under, or grounds for termination of, this Agreement. 16. Confidential Matter. a. For purposes of this section, the party disclosing any Confidential Information as hereinafter defined will be the "Disclosing Party" and the party receiving such Confidential Information will be the "Recipient." 6

b. "Confidential Information" means any confidential, non-public or proprietary information, data or material, whether written, oral, via computer disk or other electronic media, which Recipient may obtain knowledge of through or as a result of the relationship established hereunder with the Disclosing Party, access to the Disclosing Party's premises, web application or server, or communications with its employees, agents or contractors, including, without limitation, product, technical, systems, marketing, sales, process, financial, strategic, client/customer, computer programming and other information. Confidential Information also includes information of any direct or indirect parent, affiliate or subsidiary of the Disclosing Party. Recipient acknowledges that the Confidential Information is proprietary information that constitutes trade secrets of the Disclosing Party, which if disclosed could damage the Disclosing Party's business. Confidential Information shall not include any such information which (a) is or becomes generally available to the public through no fault of Recipient, (b) is lawfully in Recipient's possession before receipt from the Disclosing Party, (c) has been or is made available to Recipient from a third party which is not under an obligation of confidentiality to Disclosing Party, (d) is independently developed by the Recipient without the use of any Confidential Information provided by the Disclosing Party, or (e) is required to be disclosed pursuant to properly executed subpoena or other regulatory request or court order ("Order"), provided, Recipient gives the Disclosing Party reasonable notice, reasonable opportunity to respond, and limits disclosure to that portion of the Confidential Information required by the Order. c. Recipient agrees to hold all Confidential Information in confidence, not to use the Confidential Information for any purpose other than for the purpose of its business with the Disclosing Party and to only disclose it to each other's respective officers, directors, employees, consultants or independent contractors who have been instructed not to disclose such Confidential Information, who are legally bound to confidentiality obligations similar in scope to those herein, and who have a specific need-to-know. Recipient further agrees to use commercially reasonable efforts to protect the confidentiality of the Confidential Information it receives from the Disclosing Party, at least equivalent to the degree of care that Recipient uses in its own business to protect its own similar Confidential Information. Recipient shall notify Disclosing Party immediately and cooperate with Disclosing Party upon Recipient's discovery of any loss or compromise of the Disclosing Party's Confidential Information. d. Client shall not, and shall be responsible for ensuring that its employees, agents and representatives will not, disclose, reveal or otherwise use for any purpose any information concerning the Vendor network. Client shall be permitted to demonstrate the System as part of its marketing and business development efforts and as part of its first notice of loss processes as long as aggregate, collected Vendor network information is not disclosed. e. EACC acknowledges and agrees that Client is the owner of all Consumer data entered into the System. EACC shall not disclose to any third party any Consumer information, including, but not limited to, Consumer name, address, telephone number, Vehicle Identification Number (VIN), social security number, claim number, or any other information regarding the Consumer to any third party without the prior written consent of Client. 7

17. Records Retention EACC agrees to provide a record of all transactions processed by the System on a monthly basis via CD ROM format. 18. Term of Agreement and Termination Without Cause. This Agreement shall commence on April 4th, 2001 and shall terminate at the close of business on April 3rd, 2006. If either party wishes to terminate this Agreement during the term hereof without cause, such party must deliver to the other party a written notice of termination. In order to be effective, such notice must be delivered by U.S. mail, postage paid, certified and return receipt requested. Termination shall be effective ninety (90) days after such notice has been so deposited in the U.S. mail. 19. Termination for Cause. Either party may terminate this Agreement for cause. Cause shall be defined as the failure of a party to perform any of its obligations hereunder. If either party wishes to exercise its right to terminate this Agreement for cause, such party shall provide the other party with written notice of default, which notice shall be given in the same manner as the written notice referred to in Section 16 above. Termination for cause shall be effective sixty (60) days after the notice of default has been deposited in the U.S. mail if the defaulting party has not cured the default within such 60-day period. 20. Exclusivity. Client agrees that during the term of this Agreement (other than the 90 days prior to termination pursuant to Section 17 in which case EACC will cooperate with Client in obtaining an alternative vendor to provide a direct repair program), Client will not utilize any person or entity other than EACC to perform any services that are the same as those contemplated to the performed by EACC hereunder. 21. Client Acknowledgement. Client acknowledges that EACC receives discounted rates and charges from its collision repair vendors and fees from its vendors. The fees paid may be in a flat annual fee, a fee based upon the volume of assignments, a fee based upon the dollar value of service or product, and/or a monthly fee plus a percentage of the dollar value of service or product, and/or a monthly fee plus a fee based upon the number of service or product sales. Fees received from particular Vendors may vary from time to time. Vendors do not pay a fee for participating in the program. 22. Indemnification. Both parties shall be liable for and shall indemnify and hold each other, their subsidiaries and affiliates and all shareholders, directors, officers, employees, agents, successors and assigns harmless from and against all suits, claims, fines, assessments, penalties, injuries, liabilities, losses, damages, judgments, settlements, costs and expenses (including but not limited to reasonable attorneys' fees) which arise directly or indirectly in connection with the other party's negligence, intentional misconduct, or breach or failure to abide by any of its covenants, obligations, representations or warranties contained in this Agreement. 8

23. Assignment. This Agreement may not be assigned by either party without prior written consent which consent shall not be unreasonably withheld. 24. Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be performed as if such invalid or unenforceable provision were not contained herein. 25. Independent Contractors. Each party shall undertake its performance under this Agreement as an independent contractor. Neither party shall have the authority to bind or obligate the other without the others written consent except as may be otherwise provided for in this Agreement 26. Notices. Notices to Client shall be made to the following address: Royal & SunAlliance 9300 Arrowpoint Boulevard M.S. _______ P.O. Box 1000___ Charlotte, NC 28201-1000 ATTN: Rick Morgan, Vice-President With a copy to: Royal & SunAlliance 9300 Arrowpoint Boulevard M.S. 1314 P.O. Box 1000 Charlotte, NC 28201-1000 ATTN: General Counsel Notices to EACC shall be mailed to the following address: eAutoclaims.com Attn: Eric Seidel, President/CEO 2708 Alt. 19 North, Suite 505 Palm Harbor, Florida 34683 9

All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered to EACC or to any officer or designated representative of EACC entitled to receive the notice or, five (5) days after mailing when sent by certified or registered first class mail, postage prepaid, properly addressed to the party entitled to receive such notice at the address set forth above. 27. Entire Agreement. This document contains the entire agreement between the parties with respect to the matters set forth herein and may not be changed or terminated orally. No amendment or modification of this Agreement shall be valid and binding unless made in writing and signed by the party against whom enforcement thereof is sought. 28. Counterparts. This License Agreement may be executed in one or more duplicate originals, all of which together shall be deemed to be one and the same instrument. 29. Governing Law; Jurisdiction. This Agreement and all rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of ________________. Jurisdiction and venue for any legal action shall be in ____________________________________ [Arbitration?]. 30. Legal Fees. In the event it shall become necessary for either party to institute legal proceedings to enforce the terms of this Agreement, the prevailing party shall be entitled to all costs, including reasonable attorney's fees at both trial and appellate levels, against the non-prevailing party. Prevailing party shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or abandonment by the opposing party of its claims or defenses. IN WITNESS WHEREOF, authorized representatives of the parties have caused this Agreement to be executed as of the date set forth above. EAUTOCLAIMS.COM, INC. By: Name: Title: ROYAL INDEMNITY COMPANY By: Name: Title: 10

Attachments: Appendix A - Documentation Appendix B - Warranty Terms Appendix C - Pricing and Payment Terms 11

Appendix A --IT Requirements 1. XML transfer of data--will allow the insured's data to be transferred from the R&SA CLAWS system to the EACC B2C application to eliminate redundant keystrokes by R&SA associates. 2. Provide assignment instructions to be sent with the assignment to the Staff Adjuster (SA) or Independent Adjuster (IA). The application will provide instructions for Minimum Impact Soft Tissue (MIST) claims, Photos only, Straight Appraisal, and Desk Review. 3. Reports to be included in the B2C application are: a. Cycle Time; for SA, IA, or Direct Repair Program (DRP) from the time dispatched to the time the claim is uploaded into the EACC application via e-link. Overall cycle time from the time the claim enters B2C until the claim process is complete. b. Assignments or supplements. Same metrics as above. c. Type assignments: MIST, Straight Appraisal, Photos Only, Desk Audit d. Report Average Paid by category: SA, IA, or DRP for assignments and supplements. e. Track Loss Adjustment Expense for DRP and IA assignments. f. Volume of claims handled by Adjuster g. Report outstanding Assignments by SA, IA, or DRP h. Provide R&SA accounting department a screen to enable them to pay EACC invoices for the Standard book of business by printing the list of outstanding invoices. Non-Standard office will have invoices directed to the individual Staff Adjusters Data Repair Center. The Staff Adjuster will then send the invoice to the respective R&SA Accounts Payable Department for payment within seven days of date posted to the DRC. i. Ability to segregate Standard from Non-Standard for reporting purposes. 4. Provide a dropdown list for reason DRP shop was not used. List to be finalized prior to rollout. 5. Provide a bilingual checkmark to assist in dispatching the claim by R&SA associates. 6. Provide the ability to reassign claims and notify the respective parties of the reassignment for the following categories: a. SA to SA b. IA to IA 7. Assignment fields must be editable with the exception of claim number, deductible, date entered, coverage type, claim type, assigned by, and R&SA claim number and approval status. 8. Add office codes to identify which carrier is the underwriter (pertains to Non-Standard offices) 9. Allow search by claim number, insured or claimants name, policy number, vehicle identification number, year, make, or model of vehicle. 10. Allow access to summary claim information by the following R&SA departments including Bodily Injury, Subrogation, etc. Access will be allowed using IP address and not password. 11. Provide Help Screens 12. Capture change information, date changed, and who changed. 13. Allow Adjuster to sort the data in the Data Repair Center (DRC) by date 14. Provide fields to capture Salvage information and return in report format. 15. Create visual aid for Staff Adjuster Dispatch. Will indicate which SA's are available by zip code and their respective current volume of claims in work. 12

16. Allow Supervisor to modify assignments and reassign to other Staff Adjusters. 17. Create a Periodic Purge routine. 18. Add Field Additions to allow SA's and IA's to input cost of LKQ, Aftermarket, & OEM. Provide this information in report format. 19. Allow up to 15 photos to be uploaded and displayed for MIST claims only 20. Provide a space for R&SA to include "fun" information such as quote of the day or cartoon. R&SA will be responsible for the subscription fees associated with this feature. 21. Allow R&SA to broadcast information on the Adjusters Data Repair Center. 22. Allow input of Salvage related data when a vehicle is deemed a Total Loss. This information can be viewed in report format on B2C. 13

Appendix B The Eautoclaims.com Warranty "The repairs that have been performed on your vehicle by our Network Facility are guaranteed for the duration of the time you own your vehicle. This encompasses the quality of the workmanship, including the labor, paint & materials, and parts, which carry the normal market guarantee. The guarantee is exclusive of normal ware and tear on replacement parts and paint." 14

Appendix C File Management Fee A. Drive-in Network Estimate: $50/file The file management fee is the fee charge for using the eautoClaims.com network and physical auditing damage service. In addition, the file management fee allows the insurance company to settle claims based on preferred rates and terms. The preferred rates are a reflection of combining buying power with other eautoClaims.com customers. B. Drive-in Network Repair: $25/file The original file management fee has been reduced from $50.00 to $25.00, if the insured/claimant uses the eautoClaims.com shop for repairing their vehicle. Pre-approved Claims C. Drive-in Network Repair: $10/file The original file management fee is reduced from $50.00 to $10.00, if the claim was sent to an eautoClaims.com pre-approved and the insured/claimant uses the eautoClaims.com network shop for repairing their vehicle. Unassigned Files EautoClaims.com charges a $5 set-up fee for files in which no assignment (to either a shop or appraisal service) is made. Additional Volume Discounts The earned volume discount is the share of discounts eautoClaims.com receives from our contracted shops. The discount is applied directly to all estimates written and appears on each claims cover page. The volume discount is based on the total claims submission from the previous month.
Number of Monthly Files ----------------------1 100 101 250 251 500 501 800 801+ Additional Services Condition Reports for Total Losses: IA dispatch & e-link upload Fee: $10/file (plus estimate fees) $6/file Percentage of Discount ---------------------1% 2% 3% 4% 5%

Custom programming for features that are not listed in the original scope (exhibit B) will be addressed on a caseby-case basis. R&SA may incur programming charges for custom programming to the application. 15

Minimum Volume to EACC Client agrees to send 1600 claims per month to EACC vendors for Repair. This excludes the volume sent to vendors only for photos and an estimate. This requirement will become effective on October 30, 2001. If the volume is below 1600 claims per month, a $25 fee will apply for each claim that is less than 1600 claims per month. Example: 1400 claims are processed. An additional minimum volume fee of 200 x $25 = $5,000 would be due to EACC by the fifteenth day of the following month. Payment Terms Payments to EACC are to made weekly via wire transfer for the prior weeks claims processing service. No more than a seven day lag time for payments. EACC Invoicing EACC will invoice client on a per file basis for all repair charges performed by vendors at such time as a final repair price has been agreed to with the vendor.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement is effective as of the 21st day of May, 2001 ("Agreement") and is by and between EAUTOCLAIMS.COM, INC., a Nevada corporation ("Company"), and ERIC SEIDEL, a resident of the State of Florida ("Executive"). WHEREAS, the Company and the Executive entered into an Employment Agreement dated February 1, 2000; WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company pursuant to revised terms and conditions; and WHEREAS, the Company and the Executive wish to enter into a new employment agreement covering the continued employment of the Executive by the Company. NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows: 1. Term of Employment (a) Offer/Acceptance/Effective Date. The Company hereby offers employment to the Executive, and the Executive hereby accepts employment with the Company, subject to the terms and conditions set forth in this Agreement. (b) Termination of Prior Agreement. Upon execution of this Agreement by both parties, the Employment Agreement dated February 1, 2000, will automatically terminate and this Agreement will supersede and replace the Employment Agreement dated February 1, 2000. (c) Term. The term of this Agreement shall commence on the date first indicated above and shall remain in effect for two (2) years thereafter ("Term"). 2. Duties. (a) General Duties. The Executive shall serve as the President and Chief Executive Officer of the Company with duties and responsibilities that are customary for such executives including, without limitation, the overall management, leadership and future vision of the Company subject to the approval and ratification of such other duties from time to time by the Board of Directors of the Company.

(b) Best Efforts. The Executive covenants to use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement in a competent, diligent and faithful manner. (c) Devotion of Time. The Executive shall devote substantially all of his time, attention and energies during normal business hours to the Company's affairs (exclusive of periods of sickness and disability and of such normal holiday and vacation periods as have been established by the Company). Notwithstanding the foregoing, Executive shall have the right and is encouraged to devote time, attention and energies during normal business hours to Junior Chamber International (Jaycees) including running for and holding local, national and international office. Executive's devotion of time, attention and energies during normal business hours to the Jaycees shall not be a breach of this employment agreement. 3. Compensation and Expenses. (a) Base Salary. For the services of the Executive to be rendered by him under this Agreement, the Company shall pay the Executive for each of the periods indicated below an annual base salary ("Base Salary") as follows: (i) From May 21, 2001 to December 31, 2001, the amount of $200,000; (ii) From January 1, 2002, the amount of $250,000 until increased, but not decreased, based on a review by the Compensation Committee prior to the end of the Company's 2002 fiscal year. The Base Salary shall be prorated for any period of less than a full calendar year. The Company shall pay the Executive his Base Salary in equal installments no less frequently than semi-monthly. (b) Base Salary Adjustment. The Base Salary may not be decreased hereunder during the term of this Agreement, but may be increased upon review by, and at the sole discretion of, the Company's Board of Directors. (c) Bonus. The Company shall pay the Executive a special one-time performance and merit bonus equal to 15% of Base Salary by January 15, 2002. Executive shall also be entitled to receive bonus compensation in an amount as approved by the Company's Board of Directors based upon the performance criteria as may be established by the Compensation committee from time to time. Such bonuses may be paid in cash or issued in shares of the Company's common stock as elected by Executive. At no time may the bonus be less than 5% of the Company's income before taxes as computed under GAAP. The Executive may elect to receive the bonus in the Company's common stock at 90% of the current market value. Current market value shall be the closing base price of the Company's common stock on the date such bonus is declared by the Board of Directors. 2

(d) Expenses. In addition to any compensation received pursuant to Section 3, the Company will reimburse the Executive for all reasonable, ordinary and necessary travel, educational, seminar, trade shows, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly accounts for such expenses to the Company in accordance with the Company's practices. Such reimbursement shall include travel, lodging and food costs for Executive's immediate family to the extent they accompany the Executive on business related travel. (e) Subsidiary and Affiliate Payments. In recognition of the fact that in the course of the performance of his duties hereunder, the Executive may provide substantial benefits to the Company's subsidiaries or affiliated companies, the Executive and the Company may at any time and from time to time agree that all or any portion of the compensation due the Executive hereunder may be paid directly to the Executive by one or more of the Company's subsidiaries or affiliated companies. (f) Additional Equity Based Incentive Compensation. The Executive shall be entitled to additional annual equitybased incentive compensation as set forth in the Company's Management Incentive Compensation Plan as established by the Compensation Committee of the Board of Directors. (g) Personal Expense Allowance. In addition to the reimbursement of expenses under subsection (d) above, the Company shall pay the Executive a personal expense allowance of $2,000 per month during the term of this Agreement. (h) Non-Interest Loans. Upon execution of this Agreement by both parties, the Company shall loan the Executive the sum of $50,000 pursuant to the terms of a loan agreement which will require repayment of such amount, without interest, twenty-four (24) months after the date of the loan, subject to the other provisions of this Agreement. Within five (5) working days following the completion of an initial public offering, the Company shall loan the Executive an additional $250,000 pursuant to the terms of a loan agreement which will require repayment of such amount, without interest, twenty-four (24) months after the date of the loan, subject to the other provisions of this Agreement. The Company shall release the Executive from the obligation to pay back such loans if (i) the Executive fully performs his obligations under this Agreement for the entire term hereof; (ii) there is a Change of Control of the Company as provided in Section 7 below; or (iii) the Executive's employment is terminated for any reason other than for "Cause" pursuant to Section 5(a). 4. Benefits. (a) Vacation. For each calendar year during the Term during which the Executive is employed, the Executive shall be entitled to vacation (which shall accrue and vest, except as may be hereinafter provided to the contrary, on each January lst thereof) without loss of compensation or other benefits to which he is entitled under this Agreement, as follows: 3

(i) For the remainder of calendar year 2001, 20 work days; (ii) For calendar year 2002, 25 work days; and (iii) For 2003 until termination of this Agreement, 35 work days. If the Executive is unable to take all of his vacation days during a year for which he becomes vested therein, then the Executive at his sole option, may elect to (x) carry over any unused vacation to the next calendar year to be used solely in that next year or (y) receive an appropriate pro rata portion of his Base Salary corresponding to the year in which vacation days vested. The Executive shall take his vacation at such times as the Executive may select and the affairs of the Company or any of its subsidiaries or affiliates may permit. (b) Employee Benefit Programs. In addition to the compensation to which the Executive is entitled pursuant to the provisions of Section 3 hereof, during the Term the Executive will be entitled to participate in any stock option plan, stock purchase plan, pension or retirement plan, and insurance or other employee benefit plan that is maintained at that time by the Company for its employees, including any programs of life, disability, basic medical and dental, and supplemental medical and dental insurance. (c) Automobile Allowance. During the term of this Agreement, the Company shall pay the Executive an additional $750 per month as an automobile allowance to be applied to any automobile expense incurred by the Executive. (d) Annual Physical. The Executive agrees to have an annual physical examination performed by a physician of his choice during each year of this Agreement. The Company shall reimburse Executive for the costs of his annual physical examination. (e) Additional Benefits. The Company shall provide to the Executive additional benefits with a fair market value of $24,000 per year for the balance of the term of this Agreement. Such additional benefits may include an additional automobile allowance, a housing allowance, additional vacation, and/or membership to organizations or clubs. (f) Educational Benefits. The Company shall pay or reimburse the Executive for all educational endeavors of the Executive, provided the educational establishment is considered of good reputation and the studies are relevant to the Company's business or the Executive's management duties. 5. Termination. (a) Termination by Company for Cause. The Company may only terminate the Executive's employment pursuant to this Agreement before expiration of the Term for cause only upon fulfillment of the events described in subparagraph 5(a)(i) below. Upon any such termination for cause, the 4

Executive shall have no right to other compensation, bonus or reimbursement under Section 3 or to participate in any employee benefit programs or other benefits to which he may be entitled under Section 4 for any period subsequent to the effective date of termination; provided, however, that any vested but unexercised options shall remain in effect following any such termination but all unvested options shall expire. The loans described in Section 3(h) shall not be released, waived and forgiven in the event of a termination of the Executive's employment by the Company for cause. For purposes of this Agreement, the term "cause" shall mean only: (i) the Executive's conviction of a crime involving fraud, theft or misappropriation involving the Company or any of its subsidiaries or affiliates and all appeals with respect thereto have been extinguished or abandoned by the Executive; (b) Death or Disability. This Agreement and the Company's obligations hereunder will terminate upon the death or disability of the Executive. For purposes of this Section 5(b), "disability" shall mean that for a period of six (6) months in any twelve-month period, the Executive is incapable of substantially fulfilling the duties set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease as determined by an independent physician mutually acceptable to the Company and the Executive. Upon any termination of this Agreement due to death or disability, the Company will pay the Executive or his legal representative, as the case may be, any accrued but unpaid then current Base Salary (which may include any accrued but unused vacation time) through the date of such termination of employment plus any other compensation that may be due and unpaid plus a lump-sum payment equal to 2.99 times the then current Base Salary. Any unexercised options will remain in effect in accordance with such options terms. The loans described in Section 3(h) shall be released, waived and forgiven in the event of a termination of this Agreement upon the death or disability of the Executive. (c) Voluntary Termination. Prior to any other termination of this Agreement, the Executive may, on ninety (90) days' prior written notice to the Company given at any time during the Term, terminate his employment with the Company. Upon any such termination with proper notice, the Company shall pay the Executive any accrued but unpaid Base Salary through the date of such termination of employment (not including any accrued but unused vacation time) plus a payment equal to two (2) times the then current Base Salary (payable in one lump sum or in monthly payments as elected by the Executive) and the Executive shall have no further right to other compensation, bonus or reimbursement under Section 3 or to participate in any employee benefit programs or other benefits to which he may be entitled under Section 4 for any period subsequent to the effective date of such termination; provided, however, that any vested but unexercised options shall remain in effect following any such termination and all unvested options shall immediately vest upon such termination. The loans described in Section 3(h) shall be released, waived and forgiven in the event of a voluntary termination of employment by the Executive. 5

(d) Termination for any reason other than for "Cause", Death or Disability or Voluntary Termination. In the event the Executive's employment is terminated for any reason other than (i) for "Cause" (paragraph 5(a)), (ii) Death or Disability (paragraph 5(b)), or (iii) Voluntary Termination by Executive (paragraph 5(c)), then the Company shall be obligated to immediately pay the Executive a cash lump sum equal to 2.99 times the then current Base Salary and the loans described in Section 3(h) shall be released, waived and forgiven and any vested but unexercised options shall remain in effect and all unvested options shall immediately vest upon the effective date of termination pursuant to this paragraph. 6. Restrictive Covenants. (a) Competition with the Company. The Executive covenants and agrees that during the Term of this Agreement and for a period of eighteen (18) months after termination of this Agreement, the Executive shall not, without the prior written consent of the Company, directly or indirectly (whether as a sole proprietor, partner, member, stockholder, director, officer, employee or in any other capacity as principal or agent) compete with the Company. Notwithstanding the foregoing, if the Executive is terminated pursuant to Section 5(d) or termination occurs for any reason other than for "Cause" (including voluntary termination) after a Change of Control as described in Section 7, the 18 month non-compete provision set forth in this Section 6(a) shall be released and of no further force or effect unless the Executive elects to have the non-competition covenant take effect in which case the Company shall pay the Executive his Base Salary within the 18 month (or such shorter period as elected by Executive) non-compete period. Notwithstanding this restriction, Executive shall be entitled to invest in stock of other competing public companies so long as his ownership is less than 5% of such company's outstanding shares. If the Company does not employ the Executive beyond the expiration of the Term, the Company shall pay the Executive the Base Salary in effect upon expiration of the Term during the 18 month non-compete period stated above, or, with the approval of the Executive, may release and waive the foregoing non-competition provision. (b) Disclosure of Confidential Information. The Executive acknowledges that during his employment he will gain and have access to confidential information regarding the Company and its subsidiaries and affiliates. The Executive acknowledges that such confidential information as acquired and used by the Company or any of its subsidiaries or affiliates constitutes a special, valuable and unique asset in which the Company or its subsidiaries or affiliates, as the case may be, holds a legitimate business interest. All records, files, materials and confidential information (the "Confidential Information") obtained by the Executive in the course of his employment with the Company shall be deemed confidential and proprietary and shall remain the exclusive property of the Company or its subsidiaries or affiliates, as the case may be. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, (i) use any Confidential Information for his own benefit or the benefit of any person or entity with which he may be associated other than the Company; or (ii) disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of the Board of Directors of the Company, unless such information previously shall have become public knowledge through no action by or omission of the Executive. 6

(c) Subversion, Disruption or Interference. At no time during the term of this Agreement shall the Executive, directly or indirectly, interfere, induce, influence, combine or conspire with, or attempt to induce, influence, combine or conspire with, any of the employees of, or consultants to, the Company to terminate their relationship with the Company or compete with or ally against the Company or any of its subsidiaries or affiliates in the business in which the Company or any of its subsidiaries or affiliates is then engaged in. (d) Enforcement of Restrictions. The parties hereby agree that any violation by Executive of the covenants contained in this Section 6 will likely cause irreparable damage to the Company or its subsidiaries and affiliates and may be restrained by process issued out of a court of competent jurisdiction, in addition to any other remedies provided by law. 7. Change of Control. (a) For purposes of this Agreement, "Change of Control" means: (i) the closing of any merger, combination, consolidation or similar business transaction involving the Company in which the holders of a majority of the shares of the common stock of the Company immediately prior to such closing are not the holders of a majority of the ordinary voting securities of the surviving entity in such transaction; or (ii) the closing of any sale by the Company of all or substantially all of its assets to an acquiring entity in which the holders of a majority of the shares of common stock of the Company immediately prior to such closing are not the holders of a majority of the ordinary voting securities of the acquiring entity; or (iii) the closing of any sale by the holders of common stock of the Company of an amount of common stock that equals or exceeds a majority of the shares of common stock of the Company immediately prior to such closing to an entity in which the holders of a majority of the shares of the common stock of the Company immediately prior to such closing are not the holders of a majority of the ordinary voting securities; or (iv) a change in the composition of the Board of Directors of the Company such that the current members of the Board of Directors are no longer the majority in number of the Board of Directors. 7

(v) An Event of Default is declared under the Securities Purchase Agreement, Registration Rights Agreement, Certificate of Designation of Series A Preferred Stock or other related agreements with the holders of the Company's Series A Preferred Stock. (vi) Any holder of the Series A Preferred Stock elects to convert the Series A Preferred Stock into shares of the Company's common stock, which results in the holders of the Series A Preferred Stock (or their affiliates) owning greater than fifteen percent (15%) of the outstanding number of shares of the Company's common stock. (b) If, during the Term, the Executive's employment is terminated by the Company after a Change of Control, the Executive shall be entitled to receive, subject to the provisions of subsection (c) below, a lump-sum payment equal to 299% of the Executive's current Base Salary in addition to any other compensation that may be due to and owing to the Executive under Section 3 hereof and all stock options issued to Executive shall immediately vest and be exercisable in full at any time over the remaining term of the stock options. In addition, in the event of a Change of Control, the Executive shall be released from the non-competition provisions of Section 6(a) and such restrictive covenants against competition shall be of no further fee or effect. (c) If, during the Term, a Change of Control event occurs and the Executive voluntarily terminates pursuant to Section 5(c), the Executive shall be released from the non-competition provisions of Section 6(a) and this noncompete restrictive covenant shall be of no further force or effect. (d) The amounts payable to the Executive under any other compensation arrangement maintained by the Company which become payable after payment of the lump-sum provided for in subsection (b) above upon or as a result of the exercise by Executive of rights which are contingent on a Change of Control (and would be considered a "parachute payment" under Internal Revenue Code 280G and regulations thereunder), shall be reduced to the extent necessary so that such amounts, when added to such lumps-sum, do not exceed 299% of the Executive's Base Salary (as computed in accordance with provisions of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder) for determining whether the Executive has received an excess parachute payment. Any such excess amount shall be deferred and paid in the next tax year. (e) In the event of a proposed Change of Control, the Company will allow the Executive to participate in all meetings and negotiations related thereto. (f) The loans described in Section 3(i) shall be released, waived and forgiven in the event of a Change of Control. 8

8. Assignability. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the assets and business of the Company. The Executive's rights and obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void. 9. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other; provided, however, that the provisions of Section 6 may be modified and enforced by a court in any legal or equitable action as necessary to comply with applicable law as determined by the court. The remaining provisions of this Agreement shall be valid and binding. 10. Notice. Notices given pursuant to the provisions of this Agreement shall be sent by certified mail, postage prepaid, or by overnight courier, or telecopier to the following address:
To the Company: eAutoclaims.com 2708 Alt 19 North, Suite 604 Palm Harbor, FL 34683 To the Executive: Eric Seidel 134 Lake Shore Drive Palm Harbor, FL 34684

Either party may, from time to time, designate any other address to which any such notice to it or him shall be sent. Any such notice shall be deemed to have been delivered upon the earlier of actual receipt or four days after deposit in the mail, if by certified mail. 11. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal, substantive laws of the State of Florida without giving effect to the conflict of laws rules thereof. (b) Waiver/Amendment. The waiver by any party to this Agreement of a breach of any provision hereof by any other party shall not be construed as a waiver of any subsequent breach by any party. No provision of this Agreement may be terminated, amended, supplemented, waived or modified other than by an instrument in writing signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. 9

(c) Attorney's Fees. In the event any legal or equitable action is commenced to enforce the terms and conditions hereof, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses. (d) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and replaces and supersedes any prior agreements or understandings. (e) Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one and the same instrument. (f) Attorney Review. The parties acknowledge that each has had an opportunity to retain an attorney to review the terms and conditions of this Agreement. No provision hereof shall be interpreted against the interests of one party solely because such provision was drafted by such party or by the attorney for such party. (g) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach of this Agreement, shall be settled by arbitration in accordance with the rules of the American Arbitration Association conducted in a location selected by Executive. A judgment of a court having jurisdiction may be entered upon the arbitrator's award. IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the day and year first above written. COMPANY: EAUTOCLAIMS.COM, INC. By: Name: Its: EXECUTIVE: ERIC SEIDEL 10

Amendment to Certificate of Designations, Rights, Preferences and Limitations eAUTOCLAIMS.COM, INC. SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Title 7, Chapter 78, Section 78.199 of the Nevada Revised Statutes It is certified that: A. The name of the corporation is eAutoclaims.com, Inc., a Nevada corporation (hereinafter the "Company"). B. The certificate of incorporation of the Company, as amended, authorizes the issuance of five million (5,000,000) shares of Preferred Stock, $.001 par value per share, and expressly vests in the Board of Directors of the Company the authority provided therein to issue all of said shares in one or more series and by resolution or resolutions to establish the designation and number and to fix the relative rights and preferences of each series to be issued. C. That on August 28, 2000, the Company filed a Certificate of Designations, Rights, Preferences and Limitations authorizing the issuance of its Series A Convertible Preferred Stock pursuant to File No. C16891-96. D. Pursuant to the authority conferred upon the Board of Directors, the Board of Directors of the Company, effective May 21, 2001, duly adopted and authorized the following amendments to the provisions of the original Certificate of Designations, Rights, Preferences and Limitations filed on August 28, 2000: (a) Section 1 shall be amended to increase the number of shares of Preferred Stock from 500 to 600 shares. (b) Section 5(b)(ii) shall be revised to indicate that through June 30, 2001 each share of Preferred Stock may be converted into 6,667 shares of fully paid and non-assessable shares of common stock. If the currently pending Registration Statement is not declared effective by June 30, 2001, the conversion price shall equal the lesser of (i) sixty-two and one-half cents ($0.625) or (ii) seventy-five percent (75%) of the average of the closing bid prices for the common stock for the three (3) lowest trading days out of the twenty (20) consecutive trading days immediately preceding the date of conversion, as reported on the National Association of Security Dealers OTC Bulletin Board Market (or such other National Securities Exchange or market on which the common stock may trade at such time).

(c)

A new Section 12 shall be added entitled "Special Mandatory Redemption", which will provide that the Company is obligated to redeem the one hundred (100) shares of Preferred Stock being purchased by Governors Road pursuant to the Binding Bridge Financing Term Sheet at one hundred twenty percent (120%) of the face amount ($6,000 per share of Preferred Stock), plus accrued interest, upon the earlier of August 15, 2001 or the closing of the Company's anticipated public offering under cover of the Registration Statement underwritten by Dirks & Company. If the Company does not redeem the one hundred (100) shares of Preferred Stock acquired by Governors Road pursuant to the Binding Bridge Financing Term Sheet for any reason, then the amended conversion features set forth in revised Section 5(b)(ii) above shall apply. All of the terms and provisions of the original Certificate of Designations, Rights, Preferences and Limitations shall remain in full force and effect.

(d)

Signed and attested on May ____, 2001. eAUTOCLAIMS.COM, INC. By: ----------------------------------------------Name: ----------------------------------------------Title: ----------------------------------------------Attest: --------------------------Secretary STATE OF COUNTY OF FLORIDA ) ) PINELLAS )

SS

On this ___ day of May, 2001, before me personally appeared and who are

personally known to me Eric Seidel, the President and Susan L. Abels, the Assistant Secretary of eAUTOCLAIMS.COM, INC., a Nevada corporation, on behalf of said corporation. Notary Public My Commission Expires: 2

SOFTWARE DEVELOPMENT, EXCLUSIVE LICENSE RELATIONSHIP AND JOINT MARKETING AGREEMENT THIS SOFTWARE DEVELOPMENT, EXCLUSIVE LICENSE RELATIONSHIP AND JOINT MARKETING AGREEMENT (the "Agreement") is made and entered this 4th day of May, 2001, by and between EAUTOCLAIMS, INC., a Nevada Corporation ("EAUTOCLAIMS"), and PARTS.COM, INC., a Nevada corporation ("PARTS.COM"). WHEREAS, EAUTOCLAIMS has developed a business-to-business Internet infrastructure that utilizes the Internet to streamline and lower the overall cost of automotive repairs paid by insurance companies and on corporately owned fleet vehicles. WHEREAS, PARTS.COM is in the business of designing, producing, and maintaining Internet web sites and the software to implement and operate such web sites and continues to develop and maintain a marketplace under the uniform resource locator http://www.parts.com. WHEREAS, EAUTOCLAIMS seeks to establish a exclusive relationship with PARTS.COM's marketplace on the worldwide web for the procurement of automotive collision parts to automotive body shops and otherwise; and WHEREAS, EAUTOCLAIMS seeks to have PARTS.COM's design team develop a new look for two of EAUTOCLAIMS' sites under the uniform resource locator http://www.eautoclaims.com and http://www.hmoforyourcar.com. WHEREAS, PARTS.COM desires to grant to EAUTOCLAIMS, and EAUTOCLAIMS desires to obtain from PARTS.COM, an exclusive license to access, market and sell PARTS.COM's software programs and any enhancements thereto together with all associated rights and intellectual property pursuant to the terms of this Agreement; and WHEREAS, EAUTOCLAIMS desires to grant to PARTS.COM, and PARTS.COM desires to obtain from EAUTOCLAIMS, an exclusive license to act as the OEM and Aftermarket parts procurement company of record for all associated mechanical, collision and accessory parts, which may be purchased by EAUTOCLAIMS, its body shops, and insurance companies whom utilize its services and/or software; and WHEREAS, EAUTOCLAIMS wishes to hire PARTS.COM to develop, create, test, and deliver a software program called Raptor; and WHEREAS, PARTS.COM has developed graphical reporting software called Reallyknow.com and EAUTOCLAIMS desires to purchase PARTS.COM's rights to Reallyknow.com software.

WHEREAS, EAUTOCLAIMS and PARTS.COM wish to develop a relationship pursuant to which each will sell the services offered by the other, pursuant to the terms and conditions described below. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements of the parties set forth herein, PARTS.COM and EAUTOCLAIMS hereby agree as follows: 1. Definitions. a. "Software Programs" shall mean PARTS.COM's proprietary software programs known as "Raptor" and "Reallyknow", including and all related source code, trade secrets, designs, formulations, know-how, technology, processes, data files, algorithims, coding sheets, routines, sub-routines, assemblers, enhancements, updates, modifications, engineering notes and drawings, specifications, flow charts, technical manuals, patents, copyrights, trademarks and all other intellectual property related to, or necessary to exercise all rights with respect to, said Raptor and ReallyKnow software programs, excluding any and all hardware related to Software Programs such as servers, workstations, kiosks, card readers, card formatters, printers, network hardware, third party operating systems, third party algorithms or third party licenses associated with the Software Programs. Software Programs does not include TradeMotion, StoreFront or any other software program owned by or licensed to PARTS.COM. b. "Effective Date" shall mean the date on which the first deposit was made by EAUTOCLAIMS with PARTS.COM, which was March 23, 2001. c. "Storefront" "TradeMotion Storefront" and/or "TradeMotion products" shall mean the PARTS.COM proprietary software program used by Original Equipment Manufacturer (OEM) parts suppliers and aftermarket parts suppliers to access the PARTS.COM TradeMotion SupplyChain. d. "Raptor" shall mean the software product to be developed by PARTS.COM to permit the transfer of digital data between collision industry professionals in need of automotive parts and supplier members of the PARTS.COM system. 2. Software Purchase a. Software Programs. PARTS.COM agrees to sell and EAUTOCLAIMS agrees to purchase the Software Programs ReallyKnow and Raptor and all of the intellectual property rights associated therewith. b. Suitability for Immediate Use. EAUTOCLAIMS acknowledges that the Raptor software program has not been developed.

c. Raptor Development. PARTS.COM shall be solely responsible for the development of the Raptor software program, except that EAUTOCLAIMS agrees to provide all of the data necessary to develop Raptor to PARTS.COM. PARTS.COM shall deliver Raptor, in a final, installation-ready form ready for use by EAUTOCLAIMS users within one hundred twenty (120) days of the delivery to Parts.com of the technical specifications for the Raptor Software Program. During the development process, PARTS.COM shall demonstrate completed reasonable customizations from time to time as reasonably requested by EAUTOCLAIMS. d. Intellectual Property Rights to ReallyKnow. PARTS.COM shall convey to EAUTOCLAIMS all right, title, and interest in and to all work and materials relating to the ReallyKnow Software Program including the copyright, trade secret rights, and all other right, title, and interest therein, and consisting of all existing source code, object code, documentation, flow charts, design documents, and record and file layouts relating thereto, and all trademarks, service marks, logos, trade dress and universal resource locators associated therewith, if any. This exclusive conveyance shall include, but is not limited to, the rights to publish, reproduce, transmit, adapt, prepare derivative works, sell, or otherwise make use of the software (including all subsequent additions, revisions, supplements to, and versions of the software and derivatives, regardless of length or nature) throughout the world, in any form or medium and in any language, and to license or otherwise transfer to others the rights commensurate herewith in connection with the software. e. Intellectual Property Rights to Raptor. EAUTOCLAIMS acknowledges that the Raptor Software Program shall be a derivative work of the TradeMotion software program owned by PARTS.COM. EAUTOCLAIMS acknowledges that PARTS.COM is the exclusive owner of all intellectual property rights associated with TradeMotion and nothing in this Agreement shall be construed to transfer any such rights to EAUTOCLAIMS. Notwithstanding the foregoing, PARTS.COM shall convey to EAUTOCLAIMS all right, title, and interest in and to all new and original work and materials relating to the Raptor Software Program not currently included in the TradeMotion software program, including the copyright, patent, trade secret rights, and all other right, title, and interest therein, and consisting of all existing source code, object code, documentation, flow charts, design documents, and record and file layouts relating thereto, and all trademarks, service marks, logos, trade dress and universal resource locators associated therewith, if any. This exclusive conveyance shall include, but is not limited to, the rights to publish, reproduce, transmit, adapt, prepare derivative works, sell, or otherwise make use of the software (including all subsequent additions, revisions, supplements to, and versions of the software and derivatives, regardless of length or nature) throughout the world, in any form or medium and in any language, and to license or otherwise transfer to others the rights commensurate herewith in connection with the software. 3. Exclusive Rights to Access, Market and Sell. a. TradeMotion Products. PARTS.COM grants to EAUTOCLAIMS the right to market and sell PARTS.COM TradeMotion Products in accordance with the PARTS.COM Software Dealer Agreement attached hereto as Exhibit A and incorporated herein. Said Software Dealer Agreement shall include the right to include TradeMotion StoreFront as part of the "EAUTOCLAIMS Management System." The sales of all TradeMotion products shall be invoiced by and through PARTS.COM. b. EAUTOCLAIMS Software Products. EAUTOCLAIMS grants to PARTS.COM the right to market and sell EAUTOCLAIMS Products in accordance with the EAUTOCLAIMS Software Dealer Agreement attached hereto as Exhibit B and incorporated herein. The sales of all EAUTOCLAIMS products shall be invoiced by and through EAUTOCLAIMS. c. Fulfillment Procedures. The Parties hereto agree to cooperate in the development of reasonable fulfillment and implementation procedures related to the respective products of the parties. d. Exclusivity of TradeMotion Products. Except as provided herein and during the term hereof, the rights of EAUTOCLAIMS to market and sell TradeMotion products shall be exclusive, except that PARTS.COM may also market and sell TradeMotion products directly to car dealerships and/or automotive manufacturers. e. Exclusivity of EAUTOCLAIMS Products. Except as provided herein and during the term hereof, the rights of PARTS.COM to market and sell EAUTOCLAIMS products shall be exclusive, except that EAUTOCLAIMS may also market and sell EAUTOCLAIMS products.

f. Exclusive Access to Claims Area Procurement System. PARTS.COM grants to EAUTOCLAIMS the exclusive right to access the PARTS.COM "Claims Area Procurement System," known as CAPS. EAUTOCLAIMS may access the CAPS system for the purpose of marketing and offering CAPS and similar products to prospective customers and users. PARTS.COM shall not allow any third party including, but not limited to, any competitor of EAUTOCLAIMS or any other claims organization, to access the CAPS system, or any similar products, for the purpose of marketing and allowing use thereof and access thereto, without the prior written consent of EAUTOCLAIMS, during the term of this agreement. Nothing herein shall prohibit PARTS.COM from directly accessing, marketing and otherwise selling the CAPS system.

g. Exclusive Procurement Rights. EAUTOCLAIMS grants and awards to PARTS.COM the exclusive right to procure all automotive collision and mechanical parts and accessories for both on-line and off-line sales in connection with all claims filed with EAUTOCLAIMS. EAUTOCLAIMS shall not partner, market or recommend the use of another company, whether or not the company may be internet-based, for the procurement of automotive parts during the term of this Agreement. h. Breach of Exclusivity. The Parties acknowledge that a breach or threatened breach of the exclusivity of the right to access, market and/or sell products granted in this Agreement will result in immediate and irreparable harm to the party receiving that exclusive right, entitling the party receiving that right to immediate injunctive relief. The parties further acknowledge that injunctive relief is in addition to all other remedies at law or in equity available to the receiving party. i. Liquidated Damages. The parties agree that the amount of damages which would be sustained by a party for a breach of their exclusive rights to market and sell products are substantial, but not reasonably ascertainable at this time. It is therefore agreed to by the parties, that the amount of five million dollars is a fair and proper amount of liquidated damages. The liability as herein set forth is fixed as liquidated damages and not as a penalty and this liability shall be complete and exclusive. 4. Consideration. a. ReallyKnow. In consideration for the purchase of the ReallyKnow Software Program, EAUTOCLAIMS shall pay to PARTS.COM a total of Three Hundred Thousand Dollars ($300,000.00), payable as follows: 1. $5,000 on March 23, 2001; and 2. $45,000 on April 11, 2001; and 3. $50,000 on April 23, 2001; and 4. $50,000 on May 8, 2001; and 5. $50,000 on May 22, 2001; and 6. $50,000 on June 5, 2001; and 7. $50,000 on June 19, 2001. b. Raptor. In consideration for the purchase of the Raptor Software Program, EAUTOCLAIMS shall pay to PARTS.COM a total of Sixty Thousand Dollars ($60,000.00), payable as follows:

1. $5,000 on March 23, 2001; and 2. $5,000 on April 11, 2001; and 3. $10,000 on April 23, 2001; and 4. $10,000 on May 8, 2001; and 5. $10,000 on May 22, 2001; and 6. $10,000 on June 5, 2001; and 7. $10,000 on June 19, 2001. c. TradeMotion Products. For the right to market and sell any and all TradeMotion products, EAUTOCLAIMS shall pay to PARTS.COM the following: 1. Seventy percent (70%) of all setup and subscription fees paid to PARTS.COM for each dealership enrolled to receive any TradeMotion Products; and 2. Fifty percent (50%) of the gross revenue actually received by PARTS.COM generated by all transactions for the procurement of parts purchased by EAUTOCLAIMS directly or through dealerships enrolled by EAUTOCLAIMS; and 3. The amounts paid by EAUTOCLAIMS to PARTS.COM pursuant to Sections 4(c)(1) and 4(c)(2) herein shall be a minimum of Twenty-Five Thousand Dollars ($25,000.00) per month for the first Calendar Month for which payment are due. The minimum amount due shall increase two thousand dollars ($2,000.00) each successive calendar month until the amount shall reach thirty-five thousand dollars ($35,000.00), after which it shall remain at that amount for the remaining term of this Agreement. d. EAUTOCLAIMS Software Products. For the sale and placement of any and all EAUTOCLAIMS Software products by PARTS.COM, EAUTOCLAIMS shall pay to PARTS.COM as follows: 1. Thirty percent (30%) of all setup and subscription fees paid to EAUTOCLAIMS for each dealership enrolled to receive any EAUTOCLAIMS Products; and 2. Fifty percent (50%) of the gross revenue actually received by EAUTOCLAIMS generated by all transactions through dealerships enrolled by PARTS.COM. e. Settlement. Payments to the respective parties pursuant to this section shall be made by wire transfer not later than the last business day of the calendar month following the calendar month in which funds generated by the transaction were actually received. Payments to either party hereto not made when due, shall bear interest, compounded monthly at a rate of one percent (1%) per month, or the highest rate then lawful, whichever is lower, from the date the payment was due until it is received by the party due such payment

f. Accounting. For purposes of validating payments made and paid for under this Agreement, each party reserves the right, at its own expense, to inspect the invoice, financial records and/or any other documents that reveal revenues generated by the products described in Section 3 herein. Each party shall make available such documents during normal hours of business, and for at least 2 years following the termination of this Agreement. 5. Customizations of Software Programs; Installation; Technical Services. a. Installation of Software Programs. As part of its consideration herein and with no further costs to EAUTOCLAIMS, PARTS.COM shall install the Software Programs on EAUTOCLAIMS' computer systems and shall tests to insure the Software Program operate in accordance with the technical specifications attached hereto as Exhibit C. Installation shall be completed by PARTS.COM no later than six (6) months from the Effective Date of this Agreement. b. Customization of Raptor Software Program. As part of its consideration herein and with no further costs to EAUTOCLAIMS, PARTS.COM shall configure the Client version of the Raptor Software Program within the EAUTOCLAIMS computer system to be available for download to EAUTOCLAIMS' body shops Members. c. Technical Services. As part of its consideration herein and with no further costs to EAUTOCLAIMS, for the first six months after the Effective Date of this Agreement, PARTS.COM shall provide technical services to (a) update and re-code EAUTOCLAIMS' website in accordance with reasonable specifications and design requirements provided by EAUTOCLAIMS, and (b) develop a new website named HMOFORYOURCAR.COM under the direction and control of EAUTOCLAIMS in accordance with reasonable specifications and design requirements provided by EAUTOCLAIMS. 6. Term of Agreement; Termination. a. Term. The term of this Agreement shall be five (5) years, beginning on the Effective Date hereof, unless terminated by either party for "cause," as defined herein. b. Termination for Cause. Either party hereto may terminate this Agreement for "cause," such cause being limited to any uncured material breach by the other party of its obligations under this Agreement, including but not limited to any party filing for bankruptcy or being adjudicated insolvent.

c. Notice of Cause/Breach. The Notice of Cause/Breach shall describe such breach or cause in such particularity as to provide the receiving party with reasonable notice of the alleged breach or cause. d. Cure of Cause/Breach. The party receiving Notice of Cause/Breach shall have thirty (30) days from the receipt of notice of Cause/Breach to cure the alleged Cause/Breach or otherwise reasonable dispute such alleged Cause/Breach exists. e. Bankruptcy by PARTS.COM. In the event of PARTS.COM's bankruptcy, insolvency, or other inability to host the TradeMotion system, upon reasonable notice, PARTS.COM shall make its best efforts to permit EAUTOCLAIMS to utilize a third party internet host, determined by EAUTOCLAIMS, to host TradeMotion until such time as PARTS.COM has the ability to host the TradeMotion system. 7. Intellectual Property and other Confidential Information. a. Nondisclosure of Intellectual Property and Other Confidential Information. The parties hereto acknowledge and recognize that, in connection with the performance of their duties and obligations hereunder, each has and will have access to certain intellectual property and other confidential information of the other, including, but not limited to, the identity of clients, the identity of prospective clients, the existence of negotiations with prospective clients of the parties, all drawings, records, sketches, models, financial information, customer information, trade secrets, product development, software, source codes and micro codes (hereinafter referred to as the "Confidential Information"). The parties hereto hereby acknowledge that the maintenance of the confidentiality of the Confidential Information and restrictions on the use of the Confidential Information is essential to the parties hereto. The parties hereto shall not, at any time, whether during the term of this Agreement or after the termination hereof for any reason whatsoever, divulge or reveal any of the Confidential Information to any person, party or entity, directly or indirectly. In addition, the parties hereto shall not utilize any of the Confidential Information for either of their respective benefit, for the benefit of any

subsequent employer or competitor of such party. The parties hereto shall maintain the Confidential Information in strict confidence and shall not copy, duplicate or otherwise reproduce, in whole or in part, such Confidential Information, except as necessary for such party to perform services pursuant to this Agreement. Upon the termination hereof each party hereto shall immediately surrender to the other any and all memoranda, records, files or other documents and any other materials (including photocopies or other reproductions) relating to the Confidential Information. The parties hereto shall indemnify and hold the other harmless from any loss, damage, expense, cost or liability arising out of any unauthorized use or disclosure of the Confidential Information. Both parties agree that they will not disclose the fact that they have entered into or terminated this Agreement, nor any provisions hereof, or use the other's name, trademarks or service marks in connection with any advertising or promotional activity unless the other gives its prior written consent to such disclosure or use of its name in each instance. The parties will develop a joint communique or press release to be released after approval of this Agreement. The provisions of this Section shall survive the termination of this Agreement. b. Use of PARTS.COM Intellectual Property. The parties hereto acknowledge that PARTS.COM is granting a non-transferable restricted license to EAUTOCLAIMS for the use of TradeMotion products. EAUTOCLAIMS acknowledges that PARTS.COM exclusively owns all TradeMotion product intellectual property. PARTS.COM licenses EAUTOCLAIMS to utilize TradeMotion products for the sole purpose of displaying the products offered for sale by PARTS.COM and EAUTOCLAIMS on each of their respective private websites. PARTS.COM shall retain all ownership of and right to utilize all TradeMotion products, and all related software and technology in connection with PARTS.COM's own business. EAUTOCLAIMS agrees that it will not challenge the ownership, title and/or rights of PARTS.COM related to any TradeMotion product. EAUTOCLAIMS shall not at any time acquire any ownership rights to such property by virtue of any of its duties or rights described in this Agreement. EAUTOCLAIMS shall not disclose any information associated with any property or information owned or controlled by PARTS.COM to any third parties without the written consent of PARTS.COM, except with respect to the presentation of the functionality of such property for the purpose of the sale of services generally sold by EAUTOCLAIMS. c. Non-Pirating of Software. The parties shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the Source Code/Microcode of any software delivered by either party in Object Code form from the others. Nothing in this Agreement shall otherwise prevent EAUTOCLAIMS from independently developing its own unique system and source code to perform similar functions as those contemplated for Raptor. Neither party shall remove or modify any notices or legends contained in or placed upon any technological, software or other property of either of the parties hereto without the express written consent of such consenting party. d. Work for Hire. All results of the services performed by PARTS.COM in the development of the Raptor Software Program and the customization of the ReallyKnow Software Program hereunder, in any form, shall be work for hire. EAUTOCLAIMS shall own the exclusive, entire right, title and interest in and to any such developments or improvements.

e. Survivability. The provisions of this Section shall survive the termination of this Agreement. 8. Release. Each party hereto releases the other from any liability associated with any inaccuracies or errors in the information furnished by the furnishing party which was unintentional and not reasonably obvious to the producing party. 9. Injunctive Relief. The parties hereto acknowledge that (i) each would be irreparably harmed as a result of a breach by the other of the provisions of this Agreement, (ii) no amount of money would adequately compensate the non-breaching party for such harm, and (iii) it would be difficult, if not impossible, to calculate the monetary damages which might accrue to the non-breaching party as a result of such breach. The breaching party therefore agrees that in the event of any breach or contemplated breach of the terms or provisions of this Agreement, the non-breaching party shall be entitled to obtain an injunction or similar equitable relief against the breaching party from any court of competent jurisdiction in order to enforce the provisions hereof. Notwithstanding the foregoing, the non-breaching party shall also be entitled to obtain monetary damages to the extent calculable as a result of the breach by the breaching party of the provisions of this Agreement. 10. Indemnity. Each party hereto ("Indemnitor") shall indemnify, defend and hold harmless the other party hereto, its officers, directors, employees, agents, shareholders, others (collectively "Indemnitee") against and in respect of any and all claims, settlements, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorneys' fees and disbursements (including, but not limited to, any attorneys' fees and disbursements incident to any appeals), that Indemnitee may incur or suffer which arise, result from, or relate to either (i) any breach of or failure by the Indemnitor to perform any of its duties and/or responsibilities described in this Agreement or other instrument furnished or to be furnished by the Indemnitor under this Agreement, (ii) any action (or failure to act) of Indemnitor, including, without limitation, noncompliance with any local, federal and state statutes, rules and regulations, or (iii) any transfer to third parties or misappropriations of any proprietary information of Indemnitee. Indemnitor shall promptly notify Indemnitee of the existence of any claim, demand or other matter to which the Indemnitee's indemnification obligations would apply, and shall give Indemnitee a reasonable opportunity to defend the same at Indemnitor's expense and with counsel of Indemnitee's selection; provided that Indemnitee shall at all times also have the right to fully participate in the defense at its expense. If Indemnitor shall, within five (5) days after such notice, fail to initiate such a defense, Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account, and at the risk of the Indemnitor.

11. Survival. The terms, conditions, obligations and covenants of this Agreement shall survive its execution by the parties hereto and the execution of all contracts hereafter entered into between the parties hereto except to the extent that such transactions and contracts may be inconsistent with this Agreement. 12. Title to Software Programs. PARTS.COM has good and marketable title to the Software Programs, free and clear of restrictions or conditions on the licensing or assignment thereof, and free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions or restrictions of any kind whatsoever, except for the lien granted to EAUTOCLAIMS and attached hereto as Exhibit D. PARTS.COM has granted no licenses or rights of any kind to third parties relating to any of the Software Programs. 13. Litigation. There are (i) no actions, proceedings or investigations pending or, to the best knowledge of PARTS.COM after due inquiry, threatened, or verdicts or judgments entered against PARTS.COM or any officer thereof, before any court or before any administrative agency or officer, the existence of which would materially detract from the value of the Software Programs to EAUTOCLAIMS, or (ii) to the best knowledge of PARTS.COM, no violations by PARTS.COM of any foreign, state or local laws, regulations or orders which would materially detract from the value of the Software Programs to EAUTOCLAIMS. 14. No Infringement. PARTS.COM represents and warrants that the Software Programs do not infringe upon or violate any United States or foreign patent, copyright, trademark or trade secret of any third party. 15. Full Disclosure. All information relating to the Software Programs has been or will be delivered to EAUTOCLAIMS. PARTS.COM warrants that the specifications to be delivered to EAUTOCLAIMS are in sufficient detail to enable EAUTOCLAIMS to use and maintain the Software Programs. 16. Warranty. PARTS.COM warrants that the Software Programs conform to, and will operate in accordance with, the written specifications and documentation provided to EAUTOCLAIMS hereunder and are free from material defects. In the event the Software Programs do not operate in accordance with said specifications or contain material defects, PARTS.COM shall promptly provide technical services at no charge to EAUTOCLAIMS in order to correct such operational problems or material defects. 17. Limitation of Liability. EXCEPT AS SET FORTH ABOVE, PARTS.COM MAKES NO REPRESENTATION OF ANY KIND REGARDING THE SOFTWARE PROGRAMS, AND SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTY OF MERCHANTABILITY. 18. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and venue for any legal proceeding or action at law arising out of or construing this Agreement shall lie in the state courts of Pinellas County, Florida, for judicial acceptance of award and an order of acceptance as the case may be.

19. Attorney's Fees and Costs. In the event a dispute arises between the parties hereto and suit is instituted, the prevailing party in such litigation shall be entitled to recover reasonable attorney's fees and other costs and expenses from the non-prevailing party, whether incurred at the trial level or in any appellate proceeding. 20. Severability. If any provision of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions hereof, and this Agreement shall be construed and enforced in all respects as if such invalid or unenforceable provision was omitted. 21. Completeness of Agreement. All understandings and agreements heretofore made between the parties hereto with respect to the subject matter of this Agreement are merged into this document which alone fully and completely expresses their agreement. No change or modification may be made to this Agreement except by instrument in writing duly executed by the parties hereto with the same formalities as this document. 22. Notices. Any and all notices or other communications provided for herein shall be given in writing and shall be (i) delivered by hand, or (ii) delivered through the United States mail, postage prepaid, certified or registered, return receipt requested, or (iii) delivered through Federal Express, Express Mail, Airborne, Emery or other expedited mail or courier service which provides proof of delivery, addressed as follows:
If to PARTS.COM: PARTS.COM, Inc. 121 E. First Street Sanford, Florida 32771 Attention: Shawn D. Lucas, President Kevin Hubbart & Associates 420 Park Place, Suite 100 Clearwater Beach, Florida 33759 Attention: Kevin J. Hubbart EAUTOCLAIMS, Inc. 2708 U.S. Alternate 19 North Suite 604 Palm Harbor, Florida 34683 Attention: Eric Seidel, President Johnson, Blakely, Pope & Bokor, P.A. Clearwater Office 911 Chestnut Street Clearwater, Florida 33757Attention: Mike Cronin, Legal Counsel

With copy to:

If to EAUTOCLAIMS:

With a copy to:

Any party may, from time to time, give notice to the other party of some other address to which notices or other communications to such party shall be sent, in which event, notices or other communications to such party shall be sent to such address. Any notice or other communication shall be deemed to have been given and received hereunder as of the date the same is actually hand delivered or, if mailed, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested. 23. Assignment. Neither party hereto may assign its rights or obligations hereunder without the prior written consent of the other party hereto. In the event of a sale of the business of either party hereto to a third party (whether by sale of all or a majority of its issued and outstanding shares of stock, by merger or reorganization, or by a sale of all or substantially all of its assets), then the covenants and provisions contained herein shall be assigned by such party to such third party purchaser without the prior written consent of the other party. 24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, legal representatives, successors and permitted assigns. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 26. Bankruptcy and Source Code Escrow. In the event a petition for involuntary bankruptcy is filed against PARTS.COM and is not dismissed within thirty (30) days, or upon PARTS.COM filing a voluntary petition under any section of the United States Bankruptcy Code ("Code"), the following terms shall apply (i) EAUTOCLAIMS may exercise, and PARTS.COM agrees not to contest EAUTOCLAIMS' exercise of, any rights that may be available to creditors under the Code, including, without limitation, any rights EAUTOCLAIMS may have under Section 365(n) thereof; or (ii) EAUTOCLAIMS may contract directly with current and former employees and consultants of PARTS.COM for technical services notwithstanding the provisions of any non-competition agreements or other contractual restrictions that may be in effect with respect to such individuals, but limited to the Software Programs as herein defined; or (iii) Third parties selected by EAUTOCLAIMS may assume and perform any of PARTS.COM's warranty and service obligations under this Agreement without violating any of the terms and conditions of this Agreement and PARTS.COM waives any infringement claims it may have with respect to the work product of such third parties; and (iv) EAUTOCLAIMS may obtain a copy of the Source Code as set forth below. Upon execution of this Agreement by both parties, PARTS.COM shall place one complete copy of the source code for the Software Programs and for CAPS ("Source Code") in escrow with a third-party escrow agent selected by EAUTOCLAIMS. The parties shall execute an escrow agreement with the escrow agent which shall provide, among other things, that the Source Code shall be released to EAUTOCLAIMS without charge upon (i) a bankruptcy event as set forth above; (ii) the sale of PARTS.COM to, or the merger of PARTS.COM with, any entity other than EAUTOCLAIMS; (iii) any change in control of PARTS.COM, except if control is obtained by EAUTOCLAIMS; or (iv) the failure to pay applicable escrow charges to the escrow agent. Applicable charges for escrowing the source code shall be the responsibility of PARTS.COM.

27. Captions. The captions appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any provisions of this Agreement or in any way affect this Agreement. 28. Waiver. Any failure by either party to enforce any of the provisions of this Agreement shall not constitute a waiver and shall not preclude either party from requiring strict compliance at any future time. 29. Time. Time is of the essence in all matters pertaining to this Agreement. 30. Force Majeure. Neither party shall be responsible for delays or failures on performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, government regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters. 31. Drafting. The fact that one of the parties hereto may have drafted or structured any provision hereof shall not be considered in construing the particular provision either in favor of, or against, such party. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the first date written above. PARTS.COM, INC. EAUTOCLAIMS, INC.
By: --------------------------------------Print Name: -------------------------------Its: --------------------------------------By: ------------------------------Print Name: -------------------------------Its: --------------------------------

EXHIBIT A TradeMotion Products Dealer Agreement

EXHIBIT B EAUTOCLAIMS Products Dealer Agreement

EXHIBIT C Technical Specifications for Software Programs

EXHIBIT D EAUTOCLAIMS lien on Software Programs MTC/ej/241778

No. 001 Amount: $350,000 eAUTOCLAIMS.COM, INC. CONVERTIBLE DEBENTURE DUE on or before September 30, 2001 THIS DEBENTURE is one of a duly authorized issue of Debentures of eAutoclaims.com, Inc., a Nevada corporation (the "Company"), designated as its Convertible Debentures, due on or September 30, 2001 (the "Debentures"), in an aggregate principal amount of up to $1,000,000. FOR VALUE RECEIVED, the Company promises to pay to Christopher Korge or registered assigns (the "Holder"), the principal sum of Three Hundred Fifty Thousand Dollars ($350,000), on the earlier of (i) the closing of the Company's public offering underwritten by Dirks & Company, Inc. under Form SB-2 or (ii) September 30, 2001 (the "Maturity Date") and to pay interest to the Holder on the principal sum, at the Libor rate plus 3% per annum, payable on the Maturity Date. Interest shall accrue daily commencing on the Original Issue Date (as defined in Section 4) until payment in full of the principal sum, together with all accrued and unpaid interest, has been made or duly provided for. Interest shall be calculated on the basis of a 360-day year. All accrued and unpaid interest shall bear interest at Libor rate plus 3% per annum from the Maturity Date, through and including the date of payment. Interest due and payable hereunder shall be paid to the person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of the Debentures (the "Debenture Register"). The principal of this Debenture is payable in shares of common stock of the Company at the time of conversion of part or all of the Debenture in accordance with Section 3 hereof, at the address of the Holder last appearing on the Debenture Register, and if there is an Event of Default or Redemption pursuant to the terms hereof, accrued and unpaid interest shall become due and payable as provided herein. Interest on this Debenture may be paid in shares of common stock of the Company or in cash, at the time of conversion, at the option of the Holder. The right to receive principal and interest under this Debenture shall be transferable only through an appropriate entry in the Debenture Register as provided herein. This Debenture is subject to the following additional provisions: Section 1. The Debentures are issuable in denominations of One Thousand Dollars ($1,000.00) and integral multiples of One Thousand Dollars ($1,000.00) in excess thereof. The Debentures are exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same but shall not be issuable in denominations of less than integral multiplies of One Thousand Dollars ($1,000.00). No service charge will be made for such registration of transfer or exchange.

Section 2. Events of Default and Remedies. I. "Event of Default", wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): (a) any default in the payment of the principal of or interest on this Debenture as and when the same shall become due and payable either at the Maturity Date, by acceleration or otherwise; (b) the Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of, this Debenture, and such failure or breach shall not have been remedied within 30 days after the date on which notice of such failure or breach shall have been given; (c) the Company or any of its subsidiaries shall commence a voluntary case under the United States Bankruptcy Code as now or hereafter in effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Company under the Bankruptcy Code and the petition is not controverted within 30 days, or is not dismissed within 60 days, after commencement of the case; or a "custodian" (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the property of the Company or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the Company any such proceeding which remains undismissed for a period of 60 days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or the Company shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing; (d) the Company shall default in any of its obligations under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company in an amount exceeding One Hundred Thousand Dollars ($100,000.00), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; 2

(e) the Company shall have its Common Stock (as defined in Section 6) delisted from the OTCBB or other national securities exchange or market on which such Common Stock is listed for trading or suspended from trading thereon, and shall not have its Common Stock relisted or have such suspension lifted, as the case may be, within five days; (f) the Company shall fail to deliver to the Holder share certificates representing the Common Shares to be issued upon conversion of the Debentures within 20 calendar days of the Conversion Date; (g) the Company shall issue a Press Release, or otherwise make publicly known, that it was not honoring properly executed Holder Conversion Notices for any reason whatsoever. II. (a) If any Event of Default occurs and is continuing, and in every such case, then so long as such Event of Default shall then be continuing the Holder may, by notice to the Company, accelerate all of the payments due under this Debenture by declaring all amounts of this Debenture, to be, whereupon the same shall become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are waived by the Company, notwithstanding anything herein contained to the contrary, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. (b) Holder may thereupon proceed to protect and enforce its rights either by suit in equity, or by action at law, or by other appropriate proceedings whether for the specific performance (to the extent permitted by law) of any covenant or agreement contained in this Debenture or in aid of the exercise of any power granted in this Debenture, and proceed to enforce the payment of any of the Note held by it, and to enforce any other legal or equitable right of such holder. (c) Except or expressly provided for herein, the Company specifically waives all rights it may have (i) to notice of nonpayment, demand, presentment, protest and notice of protest with respect to any of the obligations hereunder or the shares; (ii) notice of acceptance hereof or of any other action taken in reliance hereon, notice and opportunity to be heard before the exercise by Holder of the remedies of self-help, set-off, or other summary procedures and all other demands and notices of any description; and (iii) releases Holder, its officers, directors, agents, employees and attorneys from all claims for loss, damage caused by any act or failure to act on the part of Holder, its officers, attorneys, agents and employees. Section 3. Conversion (a) This Debenture shall be convertible into shares of Common Stock at the Conversion Ratio (as defined in Section 3(c)(i)), at the option of the Holder in 3

whole or in part, at any time, commencing on the Original Issue Date. Any conversion under this Section 3(a) shall be of a minimum principal amount of Ten Thousand Dollars ($10,000) of Debentures and the interest due on such amount as of the Holder Conversion Date (as defined below). The Holder shall effect conversions by surrendering the Debentures (or such portions thereof) to be converted to the Company, together with the form of conversion notice attached hereto as Exhibit A (the "Holder Conversion Notice") in the manner set forth in Section 3(j). Each Holder Conversion Notice shall specify the principal amount of Debentures and related interest to be converted, and the date on which such conversion is to be effected (the "Holder Conversion Date"). Subject to Section 3, each Holder Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by the Debenture(s) tendered with the Holder Conversion Notice, the Company shall promptly deliver to the Holder a new Debenture for such principal amount as has not been converted. The Company has the option of redeeming up to one-half of the principal amount of this Debenture for cash prior to or at the Maturity Date. Debentures that have not been redeemed for cash prior to or at the Maturity Date shall mandatorily convert into shares of the Company's common stock at the Maturity Date at the Conversion Ratio and Conversion Price defined below. (b) Not later than ten Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of Debentures and (ii) Debentures in principal amount equal to the principal amount of Debentures not converted; provided, however that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Debentures, until Debentures are either delivered for conversion to the Company or any transfer agent for the Debentures or Common Stock, or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides a bond (or other adequate security reasonably acceptable to the Company) satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section 3(b). In the case of a conversion pursuant to a Holder Conversion Notice, if such certificate or certificates are not delivered by the date required under this Section 3(b), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Debentures tendered for conversion. In the event the average closing bid price for the five (5) Trading Days immediately preceding the Conversion Date of the common stock is less than or equal to $.75, the Company shall notify the Holder within one (1) Business Day of receipt of the Notice of Conversion, if the Company intends to redeem the unconverted amount of the Debenture. If the Company opts to redeem the unconverted amount of the Debenture, the Company shall make full payment of the redemption amount as set forth in Section 3(b) hereof within five (5) Business Days of notifying the Holder of the Redemption. If the Company fails to pay to the Holder the redemption amount within five (5) Business Days, then the Conversion shall proceed without delay as the Conversion Date. 4

(c) (i) The Conversion Price for each Debenture in effect on any Conversion Date shall be $.63 (the "Conversion Price"). (ii) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Securities payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Adjusted Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 3(c)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. (iii) If the Company, at any time while any Debentures are outstanding, shall issue rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value of Common Stock at the record date mentioned below, the Adjusted Conversion Price at the record date designated in Section 3(c)(i) shall be multiplied by a fraction, of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Adjusted Conversion Price designated in Section 3(c)(i) pursuant to this Section 3(c)(iii), if any such right or warrant shall expire and shall not have been exercised, the Adjusted Conversion Price designated in Section 3(c)(i) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Adjusted Conversion Price made pursuant to the provisions of this Section 3 5

after the issuance of such rights or warrants) had the adjustment of the Adjusted Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised. (iv) If the Company, at any time while Debentures are outstanding, shall distribute to all holders of Common Stock (and not to holders of Debentures) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in Section 3(c)(iii) above) then in each such case the Adjusted Conversion Price at which each Debenture shall thereafter be convertible shall be determined by multiplying the Adjusted Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the holders of a majority of the principal amount of the Debentures then outstanding; and provided, further that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the Holder and all other holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (v) All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (vi) In the event the Adjusted Conversion Price is not adjusted pursuant to Section 3(c)(ii), (iii), (iv), or (v), the Company shall promptly redeem the Debentures at 125% of the par value of the Debentures and pay such amount and all accrued interest and dividends to the Holder. (vii) Whenever the Adjusted Conversion Price is adjusted pursuant to Section 3(c)(ii),(iii), (iv) or (v), or redeemed pursuant to Section 3(c)(vi), the Company shall promptly mail to the Holder and to each other holder of Debentures, a notice setting forth the Adjusted Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 6

(viii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Debentures then outstanding shall have the right thereafter to convert such Debentures only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Debentures could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 3(c)(viii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (ix) If: (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Debentures, and shall cause to be mailed to the Holder and each other holder of Debentures at their last addresses as it shall appear upon the Debenture Register, at least 30 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) 7

the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. (x) Nothing in this agreement shall preclude the Company from issuing employee/director/officer stock options, and any such issuance shall not cause a recalculation of the Conversion Price. (d) If at any time conditions shall arise by reason of action taken by the Company which in the opinion of the Board of Directors are not adequately covered by the other provisions hereof and which might materially and adversely affect the rights of the Holder and all other holders of Debentures (different than or distinguished from the effect generally on rights of holders of any class of the Company's capital stock) or if at any time any such conditions are expected to arise by reason of any action contemplated by the Company, the Company shall, at least 30 calendar days prior to the effective date of such action, mail a written notice to each holder of Debentures briefly describing the action contemplated and the material adverse effects of such action on the rights of such holders and an Appraiser selected by the holders of majority in principal amount of the outstanding Debentures shall give its opinion as to the adjustment, if any (not inconsistent with the standards established in this Section 3), of the Conversion Price (including, if necessary, any adjustment as to the securities into which Debentures may thereafter be convertible) and any distribution which is or would be required to preserve without diluting the rights of the holders of Debentures; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case the adjustment shall be equal to the average of the adjustments recommended by each such Appraiser. The Board of Directors shall make the adjustment recommended forthwith upon the receipt of such opinion or opinions or the taking of any such action contemplated, as the case may be; provided, however, that no such adjustment of the Conversion Price shall be made which in the opinion of the Appraiser(s) giving the aforesaid opinion or opinions would result in an increase of the Conversion Price to more than the Conversion Price then in effect. (e) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Debentures as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Debentures, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 3(b) and Section 3(c) hereof) upon the conversion of the aggregate principal amount of all outstanding Debentures. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. 8

(f) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Company shall eliminate such fractional share interest by issuing Holder an additional full share of Common Stock. (g) The issuance of certificates for shares of Common Stock on conversion of Debentures shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. (h) Debentures converted into Common Stock shall be canceled. (i) On the Maturity Date, the Debentures and all interest due thereon shall convert automatically into shares of Common Stock at the Conversion Price set forth in Section 3(c)(i), unless Holder notifies the Company he desires to be repaid in cash. (j) Each Holder Conversion Notice shall be given by facsimile and by mail, postage prepaid, addressed to the Treasurer of the Company at the facsimile telephone number and address of the principal place of business of the Company. Each Company Conversion Notice shall be given by facsimile and by mail, postage prepaid, addressed to each holder of Debentures at the facsimile telephone number and address of such holder appearing on the books of the Company or provided to the Company by such holder for the purpose of such Company Conversion Notice, or if no such facsimile telephone number or address appears or is so provided, at the principal place of business of the holder. A Conversion Notice must be sent via facsimile no later than 3:00 pm on the Holder Conversion Date. Any such notice shall be deemed given and effective upon the earliest to occur of (i) receipt of such facsimile at the facsimile telephone number specified in this Section 3(j), (ii) five days after deposit in the United States mails or (iii) upon actual receipt by the party to whom such notice is required to be given. Section 4. Definitions. For the purposes hereof, the following terms shall have the following meanings: "Adjusted Conversion Price" means the Conversion Price one day prior to the record date set for the determination of stockholders entitled to received dividends, distributions, rights, and warrants as provided for in Section 3(c)(ii), (iii) and (iv). 9

"Business Day" means any day of the year on which commercial banks are not required or are authorized to be closed in New York City. "Common Stock" means shares now or hereafter authorized of the class of Common Stock, $0.01 par value, of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed. "Conversion Date" means the date on which a Conversion Notice is dated. "Conversion Price" has the meaning giving in Section 3(c)(i) of this Debenture. "Conversion Ratio" means, at any time, a fraction, of which the numerator is the principal amount represented by any Debenture plus accrued but unpaid interest, and of which the denominator is the Conversion Price at such time. "Junior Securities" means the Common Stock, all other equity securities of the Company and all other debt that is subordinated to the Debtors by its terms. "Original Issue Date" shall mean the date of the first issuance of this Debenture regardless of the number of subsequent transfers hereof. "Per Share Market Value" means on any particular date (a) the closing bid price per share of the Common Stock on such date on the Over-The-Counter Bulletin Board ("OTCBB") or other stock exchange on which the Common Stock has been listed or if there is no such price on such date, then the last bid price on such exchange on the date nearest preceding such date, or (b) if the Common Stock is not listed on OTCBB or any stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the NASD at the close of business on such date, or (c) if the Common Stock is not quoted by the NASD, the closing bid price for a share of Common Stock in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), or (d) if the Common Stock is no longer publicly traded the fair market value of a share of Common Stock as determined by an Appraiser (as defined in Section 3(c)(iv) above) selected in good faith by the holders of a majority of principal amount of outstanding Debentures; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Appraiser. "Person" means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency. "Trading Day" means (a) a day on which the Common Stock is traded on the OTCBB or principal stock exchange on which the Common Stock has been listed, or (b) if the Common Stock is not listed on the OTCBB or any stock exchange, a day on which the Common Stock is traded in the over-the-counter market, as reported by the NASD, or (c) if the Common Stock is not quoted on the NASD, a day on 10

which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices). Section 5. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. The Company may not prepay any portion of the outstanding principal amount on the Debentures. Section 6. This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof. Section 7. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Company. Section 8. This Debenture shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of laws thereof. Section 9. All notices or other communications hereunder shall be given, and shall be deemed duly given and received, if given, in the manner set forth in Section 3(j). Section 10. Any waiver by the Company or the Holder a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Company or the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing. Section 11. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 11

Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Section 13. If the Company files a registration statement on Form S-1, Form SB-2 or Form S-3, or such other form of registration statement in which the underlying shares may be included, then the Company will, subject to any limitations contained in any other agreement to which the Company is then bound, include in such registration statement the underlying shares issuable upon conversion of any then outstanding Debentures so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Company. These covenants exclude the Form SB-2 registration statement proposed to be underwritten by Dirks & Company, Inc. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized as of the date first above indicated. eAUTOCLAIMS.COM, INC. Attest: ________________________ __________________________________ Name: Eric Seidel Title: President 12

EXHIBIT A NOTICE OF CONVERSION AT THE ELECTION OF HOLDER (To be Executed by the Registered Holder in order to Convert the Debenture) The undersigned hereby irrevocably elects to convert the above Debenture No. 001 into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of eAutoclaims.com, Inc. (the "Company") according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. Conversion calculations: Date to Effect Conversion Principal Amount of Debentures to be Converted Interest to be Converted Applicable Conversion Price (to the nearest hundredth) Signature Name Address 13

WARRANT TO PURCHASE UP TO 1,000,000 SHARES OF COMMON STOCK OF eAUTOCLAIMS.COM, INC. Void after 5:00 p.m., New York Time on June 30, 2011 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE BEING OFFERED AND SOLD PURSUANT TO RULE 506 OF REGULATION D FOR VALUE RECEIVED, eAutoclaims.com, Inc., a Nevada corporation (the "Company"), grants the following rights to Christopher Korge, 230 Palermo Avenue, Coral Gables, Florida 33134, and/or his assigns ("Holder"): ARTICLE 1. DEFINITIONS. As used herein, the following terms shall have the following meanings, unless the context shall otherwise require: (a) "Common Stock" shall mean the common stock, par value $0.001 per share, of the Company. (b) "Corporate Office" shall mean the office of the Company (or its successor) at which its principal business shall be administered. (c) "Closing" shall mean the date the Company receives funds from the related Convertible Debenture. (d) "Exercise Date" shall mean any date upon which the Holder shall give the Company a Notice of Exercise. (e) "Exercise Price" shall mean the price to be paid to the Company for each share of Common Stock to be purchased upon exercise of this Warrant in accordance with the terms hereof which, Exercise Price shall be $3.00 per share.

(f) "Expiration Date" shall mean 5:00 p.m. (New York time) on June 30, 2011. (g) "SEC" shall mean the United States Securities and Exchange Commission. (h) ""Underlying Shares" shall mean the shares of the Common Stock issuable upon exercise of the Warrant. ARTICLE 2. EXERCISE AND AGREEMENTS. 2.1 Exercise of Warrant. This Warrant shall entitle Holder to purchase up to One Million (1,000,000) shares of Common Stock (the "Shares") at the Exercise Price. This Warrant shall be exercisable at any time and from time to time prior to the Expiration Date (the "Exercise Period"). This Warrant and the right to purchase Shares hereunder shall expire and become void at the Expiration Date. 2.2 Manner of Exercise. (a) Holder may exercise this Warrant at any time, starting at the time of closing and from time to time during the Exercise Period, in whole or in part (but not in denominations of fewer than 1,000 Shares, except upon an exercise of this Warrant with respect to the remaining balance of Shares purchasable hereunder at the time of exercise), by delivering to the Company: (i) a duly executed Notice of Exercise in substantially the form attached as Appendix 1 hereto, and (ii) a bank cashier's or certified check payable to the Company for the aggregate Exercise Price of the Shares being purchased. (b) From time to time upon exercise of this Warrant, in whole or part, in accordance with its terms, the Company will instruct its transfer agent to deliver stock certificates to the Holder representing the number of Shares being purchased pursuant to such Notice of Exercise, subject to adjustment as described herein. (c) Promptly following any exercise of this Warrant, if the Warrant has not been fully exercised and has not expired, the Company will deliver to the Holder a new Warrant for the balance of the Shares covered hereby. 2.3 Termination. All rights of the Holder in this Warrant, to the extent they have not been exercised, shall terminate on the Expiration Date. 2.4 No Rights Prior to Exercise. Prior to its exercise pursuant to Section 2.2 above, this Warrant shall not entitle the Holder to any voting or other rights as holder of Shares. 2.5 Adjustments. In case of any reclassification, capital reorganization, stock dividend or other change of outstanding shares of Common Stock, or in case 2

of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization, stock dividend or other change of outstanding shares or Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization, stock dividend or other change, consolidation, merger, sale or conveyance as the Holder would have been entitled to receive had the Holder exercised this Warrant in full immediately before such reclassification, capital reorganization, stock dividend or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2.5. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations, stock dividends and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. 2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded up to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by issuing Holder an additional full Share. ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder as follows: (a) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant shall, upon issuance, be duly authorized, validly issued, fully-paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws, and not subject to any pre-emptive rights. (b) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, and has the full power and authority to issue this Warrant and to comply with the terms hereof. The execution, delivery and performance by the Company of its obligations under this Warrant, including, without limitation, the issuance of the Shares upon any exercise of the Warrant have been duly authorized by all necessary corporate action. This Warrant has been duly executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting enforceability of creditors' rights generally and except as the availability of the remedy of specific enforcement, injunctive relief or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. 3

(c) The Company is not subject to or bound by any provision of any certificate or articles of incorporation or bylaws, mortgage, deed of trust, lease, note, bond, indenture, other instrument or agreement, license, permit, trust, custodianship, other restriction or any applicable provision of any law, statute, rule, regulation, judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator which could prevent or be violated by or under which there would be a default (or right of termination) as a result of the execution, delivery and performance by the Company of this Warrant. (d) The Company is subject to the reporting requirements of Section 13 or Section 15d of the Securities Exchange Act of 1934, as amended. The Company is eligible to issue the Warrants and the Underlying Shares pursuant to Rule 506 of Regulation D promulgated under the Securities Act. ARTICLE 4. PIGGY BACK REGISTRATION If the Company files a registration statement on Form S-1, Form SB-2 or Form S-3, or such other form of registration statement in which the underlying shares may be included, then the Company will include in such registration statement the underlying shares issuable upon conversion of any then outstanding Debentures so as to permit the public resale thereof. All costs and expenses of registration shall be borne by the Company. These covenants exclude the Form SB-2 underwritten by Dirks & Company, Inc. ARTICLE 5. MISCELLANEOUS. 5.1 Transfer. This Warrant may not be transferred or assigned, in whole or in part, at any time, except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of an investment representation letter and a legal opinion reasonably satisfactory to the Company), provided that this Warrant may not be transferred or assigned such that either the Holder or any transferee will, following such transfer or assignment, hold a Warrant for the right to purchase fewer than 1,000 Shares. 5.2 Transfer Procedure. Subject to the provisions of Section 5.1, Holder may transfer or assign this Warrant by giving the Company notice setting forth the name, address and taxpayer identification number of the transferee or assignee, if applicable (the "Transferee") and surrendering this Warrant to the Company for reissuance to the Transferee (and the Holder, in the event of a transfer or assignment of this Warrant in part). (Each of the persons or entities in whose name any such new Warrant shall be issued are herein referred to as a Holder"). 5.3 Loss, Theft, Destruction or Mutilation. If this Warrant shall become mutilated or defaced or be destroyed, lost or stolen, the Company shall execute and deliver a new Warrant in exchange for and upon surrender and cancellation of such mutilated or defaced Warrant or, in lieu of and in substitution for such Warrant so destroyed, lost or stolen, upon the Holder filing with the Company evidence satisfactory to it that such Warrant has been so mutilated, defaced, destroyed, lost or stolen. However, the Company shall be entitled, as a condition to the execution and delivery of such new Warrant, to demand indemnity satisfactory to it and payment of the expenses and charges incurred in connection with the delivery of such new Warrant. Any Warrant so surrendered to the Company shall be canceled. 4

5.4 Notices. All notices and other communications from the Company to the Holder or vice versa shall be deemed delivered and effective when given personally, by facsimile transmission and confirmed in writing or mailed by first-class registered or certified mail, postage prepaid at such address and/or facsimile number as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or the Holder from time to time. 5.5 Waiver. This Warrant and any term hereof may be changed, waived, or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 5.6 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law.
Dated: eAUTOCLAIMS.COM, INC.

Attest: ____________________

By: ------------------------Name: Eric Seidel Title: President

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APPENDIX 1 NOTICE OF EXERCISE 1. The undersigned hereby elects to purchase __________ shares of the Common Stock of eAutoclaims.com, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as are specified below: 3. The undersigned represents it is acquiring the shares solely for its own account and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws. (Signature) (Date) 6

eAUTOCLAIMS.COM, INC. SUBSCRIPTION AGREEMENT 1. General: This Subscription Agreement sets forth the terms under which the undersigned investor, ________________________________________ (the "Investor"), will invest $______ as evidenced by a Convertible Debenture (the "Debenture") of eAUTOCLAIMS.COM, INC., a Nevada corporation (the "Company"). The Company is offering the Debenture to a suitable Investor pursuant to Rules 504, 505 or 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. Execution of this Subscription Agreement by the Investor shall constitute an offer by the Investor to subscribe for the Debenture on the terms and conditions specified herein. The Company reserves the right to accept or reject such subscription offer. If the Investor's offer is accepted, the Company will execute this Subscription Agreement and issue the Debenture. If the Investor's offer is rejected, the payment accompanying this Subscription Agreement will be returned to the Investor, with no interest thereon, together with a notice of rejection. 2. Acceptance of Subscription Agreement: It is understood and agreed by the undersigned that the Company will have the unconditional right to reject this subscription, in whole or in part, if it believes that the undersigned is not a qualified purchaser under Regulation D promulgated under the Securities Act of 1933, as amended, or for any other reason. 3. Investor's Representations, Warranties and Covenants: The Investor represents, warrants and covenants to the Company as follows: a. He acknowledges that he has been furnished with and has been given access to all underlying documents in connection with this transaction as well as such other information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating his investment in the Debenture. He further acknowledges that the Company has given him the opportunity to obtain additional information and to evaluate the merits and risks of his investment. He acknowledges that he has had the opportunity to ask questions of, and receive satisfactory answers from, the officers and directors of the Company concerning the terms and conditions of the offering. b. He acknowledges that this transaction has not been scrutinized by the United States Securities and Exchange Commission (the 'SEC") or by any state securities commissions. c. He has adequate means of providing for his current and future needs and foreseeable personal contingencies, and has no need for liquidity of his investment in the Debenture. d. He can bear the economic risk of losing his entire investment in the Debenture. e. He is acquiring the Debenture for his own account, for investment only and not with a view toward the resale, fractionalization, division or distribution thereof and he has no present plans to enter into any

contract, undertaking, agreement or arrangement for any such resale, distribution, division or fractionalization thereof. f. He does not have an overall commitment to investments that are not readily marketable, including the Debenture and other similar investments, disproportionate to his net worth or gross income. g. He understands that the offer and sale of the Debenture is being made by means of a private placement of Debentures to a small group of prospective investors and that he has read or reviewed and is familiar with this Subscription Agreement. h. He was previously informed that all documents, records and books pertaining to this investment were at all times available at the offices of the Company, 2708 Alt. 19 N., Suite 604, Palm Harbor, FL 34683; that all such documents, records and books pertaining to this investment requested by the Investor have been made available to him and any persons he has retained to advise him; and that he has no questions concerning any aspect of the investment for which he has not previously received satisfactory answers. i. He and his agents or advisers have had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, concerning the terms and conditions of this Subscription Agreement and the transactions contemplated hereby and thereby, as well as the affairs of the Company and related matters. j. He has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (i) hereof. k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND OPERATING HISTORY AND THAT THE COMPANY HAS INCURRED OPERATING LOSSES AND IS CURRENTLY OPERATING AT A LOSS. l. HE UNDERSTANDS THAT THE DEBENTURE IS A SPECULATIVE INVESTMENT WHICH INVOLVES A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE INVESTMENT. m. He understands all aspects of this investment and the risks associated therewith, or have consulted with his own financial adviser who has advised with respect to this investment and neither he nor his advisor, if any, has any further questions with respect thereto. n. He is knowledgeable and experienced in financial and business matters. He and/or his financial or business advisers, if any, are capable of evaluating the merits and risks of an investment in the Debenture. o. All information which he has provided to the Company concerning his financial position and knowledge of financial and business matters is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material change in such information prior to acceptance of this Subscription Agreement by the Company, he will immediately provide the Company with such information. 2

p. He is purchasing the Debenture without relying on any offering literature or prospectus other than the information set forth herein, information furnished by the Company and the information incorporated herein by reference. The Company has furnished him with copies of the term sheet summarizing the terms of the Debentures, and the Company's Quarterly Report on Form 10-QSB as filed with the SEC on June 14, 2001. In addition to the foregoing documents, the Company incorporates by reference all filings it has made with the SEC. The complete forms of such filings are available for review at www.sec.org, or may be obtained from the Company at the address shown above. q. He is a bona fide resident of the State of ___________________, maintains his principal residence there, and is at least eighteen (18) years of age. r. If he is executing this Subscription Agreement on behalf of a corporation, partnership, trust or other entity, he has been duly authorized by such entity to execute this Subscription Agreement and all other instruments in connection with the purchase of the Debenture, his signature is binding upon such corporation, partnership, trust or other entity and he represents and warrants that such corporation, partnership, trust or other entity was not organized for the purpose of acquiring the Debenture subscribed for pursuant to this Subscription Agreement and that the acquisition of the Debenture is an authorized investment of the corporation, partnership, trust or other entity. s. This Subscription Agreement shall be binding upon the heirs, estate, legal representatives, successors and assigns of the undersigned. 4. Conversion, Registration and Lock-Up Provisions: The Debentures are subject to voluntary conversion at the option of the Investor or the Company and mandatory conversion under certain circumstances, all as described in the Debenture. The Investor has certain registration rights with respect to the shares of the Company's Common Stock received by the Investor upon conversion of the Debenture, as described in the Debenture. 5. Responsibility and Indemnification: The Company will exercise its best judgment in the conduct of all matters arising under this Subscription Agreement. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement. 6. Company Solely Responsible for Disclosure; No Independent Review or Opinions. The Company has assumed sole responsibility for compliance with the disclosure requirements of federal and state securities laws in connection with the offer and sale of the Debenture. No law firm, accounting firm, securities broker/ dealer or other third party has conducted any due diligence review of the Company and its business and affairs or any disclosures with respect thereto, written or oral, made by the Company or others. The 3

Company's law firm has not rendered any legal opinions concerning any aspect of the Company's business and affairs, including but not limited to, the validity or enforceability of any contracts, agreements, obligations or security interests related to an investment in the Company. By execution of this Subscription Agreement, the undersigned acknowledges that the Company is solely responsible for all disclosures to potential Investors concerning the Company and its business and affairs and that the Company's law firm has rendered no legal opinions described above. For value received, the undersigned does hereby release the Company's law firm and its officers, directors, shareholders and employees from any claim, loss, liability or damage with respect to the foregoing. 7. Survival of Representations, Warranties, Covenants and Agreements: The representations, warranties, covenants and agreements contained herein shall survive the delivery of, and the payment for, the Debenture. 8. Notices: Any and all notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing by registered or certified mail which shall be addressed to, in the case of the Company, 2708 Alt. 19 N., Suite 604, Palm Harbor, Florida 34683, and in the case of the Investor, to the address set forth in this Subscription Agreement. 9. Miscellaneous: This Subscription Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, both substantive and remedial. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Subscription Agreement, the Debenture, or any other agreement referred to herein or delivered in connection with this investment. This Subscription Agreement shall be enforceable in accordance with its terms and be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, executors and administrators, but this Subscription Agreement and the respective rights and obligations of the parties hereunder shall not be assignable by any party hereto without the prior written consent of the other. This Subscription Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof; supersedes all prior negotiations, letters and understandings relating to the subject matter hereof; and cannot be amended, supplemented or modified except by an instrument in writing signed by the party against whom enforcement of any such amendment, supplement or modification is sought. In the event of any litigation between the parties to this Subscription Agreement relating to, or arising out of, this Subscription Agreement, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs, whether incurred before, during or after trial or at the appellate level. The failure or finding of invalidity of any provision of this Subscription Agreement shall in no manner affect the right to enforce the other provisions of same, and the waiver by any party of any breach of any provision of this Subscription Agreement shall not be construed to be a waiver by such party of any subsequent breach of any other provision. 4

10. Subscription Amount and Payments: Investor hereby subscribes for the herein described Convertible Debenture in the amount of $______________ and tenders to the Company the Investor's check payable to the order of eAUTOCLAIMS.COM, INC. 11. THE UNDERSIGNED HEREBY REPRESENTS THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THE RELATED PRIVATE PLACEMENT MEMORANDUM. 12. Suitability Questions: Please answer completely all the following suitability questions. a. I am an Accredited Investor because I meet one of the following standards: _____ (i) An individual whose individual net worth or joint net worth with that individual's spouse, exceeds $1,000,000 (including the value of homes, home furnishings and personal automobiles). _____ (ii) Natural person(s) who had an income in excess of $200,000 (individual) or $300,000 (joint) in each of the years 1999 and 2000 and who reasonably expects an income in excess of $200,000 (individual) or $300,000 (joint) in 2001. For purposes of this offering, individual income shall equal adjusted income, as reported in the Investor's federal tax return, increased by the following amounts: (i) the amount of any tax exempt interest received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) amounts contributed to an IRA or Keogh retirement plan, (v) alimony paid, and (vi) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code. For the individual test, income related to a spouse is excluded. ___ (iii) Employee Benefit Plan which has total assets in excess of $5,000,000. ___ (iv) A Self-Directed Plan with investment decisions made solely by persons that are accredited investors. ___ (v) A Trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b) (2) (ii) of the Securities Act. ___ (vi) Any entity in which all of the equity owners are accredited investors. b. Do you think you have sufficient knowledge of the Company to evaluate the risks associated with investing in the Debenture? Yes_____ No_____ If you answered No - why?

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c. If you answered "No" to the preceding question, do you have an Investment Advisor or Purchaser Representative upon whom you rely for investment advice? Yes_____ No_____ If so, please provide his name and address

d. Do you understand the nature of the investment in the Debenture and the risks involved? Yes_____ No_____ e. Do you understand that you will not be able to resell the Debenture which you purchase or the underlying shares of Common Stock into which the Debenture is convertible, unless you do so in an exempt transaction or unless you, or the Company, take steps to register them under the federal Securities Act of 1933 and applicable state securities laws? Yes_____ No_____ f. Do you understand that there is no assurance of any financial return on this investment and that you run the risk of losing your entire investment? Yes_____ No_____ g. Are you aware that you have the opportunity to inspect the Company's financial records, legal documents, and other records? Yes_____ No_____ Did you do so? Yes____ No____ h. Do you understand that this investment is illiquid? Yes_____ No_____ i. Are you acting for your own account? Yes_____ No_____ If No, complete the following: (1) Capacity in which you are acting (agent, trustee or otherwise):_____________________________________________________________ (2) Name, address and telephone number(s) of person(s) you represent:______________________________________________________________ (3) Nature of evidence of authority attached: IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ___ day of June 2001. 6

Print Name:________________________ TYPE OF OWNERSHIP (Check One)
___ INDIVIDUAL OWNERSHIP (One Signature Required) ___ COMMUNITY PROPERTY (One Signature Required if Interest in One Name, Two Signatures Required if Interest Held in Both Names)

___ JOINT TENANTS WITH RIGHT ___ TENANTS IN COMMON (Both OF SURVIVORSHIP (Both or or all Parties Must Sign)
all Parties Must Sign) ___ PARTNERSHIP (Please Include a Copy of the Partnership Agreement Authorizing Signature) CORPORATION (Please Ininclude Certified Corporate Resolution Authorizing Signature) ___ ___ ___ GRANTOR TRUST

___

___

CUSTODIAN

PROFIT SHARING PLAN IRA

___ ___

PENSION PLAN KEOGH

---------------------------------------------------------------------------WITNESSES: ------------------------------Print Name:_____________________ ------------------------------Print Name:_____________________ ----------------------------------Investor Signature ----------------------------------Print or Type Name ----------------------------------Social Security Number ----------------------------------Street Address ----------------------------------City, State and Zip SUBSCRIPTION ACCEPTED: eAUTOCLAIMS.COM, INC., a Nevada corporation

By:____________________________ Eric Seidel, President

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