UNIT PURCHASE WARRANT

Date of Issuance: February 16, 2005      Warrant to Purchase an Aggregate of
                                         1,616,250 Units consisting of Common
                                         Stock and Warrants

         1. Number and Price of Units, each Unit consisting of one share of
Common Stock and one-half Warrant to purchase one share of common stock at an
exercise price of $0.30 (collectively, the `Unit'). Subject to the terms and
conditions hereinafter set forth, Nico P. Pronk (the "Holder"), is entitled to
purchase from eAutoclaims, Inc., a Florida corporation (the "Company"), at any
time and from time to time during the period from February 16, 2005 (the
"Commencement Date") until 5:00 p.m., Miami, Florida Time, on February 16, 2010
(the "Expiration Date") for $100.00, at which time this Unit Purchase Warrant
(the "Warrant") shall expire and become void, an aggregate of 1,616,250 Units,
which number of Warrants is subject to adjustment from time to time, as
described below, upon payment therefore of the exercise price $0.16 per Warrant
in lawful funds of the United States of America, such amounts (the "Basic
Exercise Price") being subject to adjustment in the circumstances set forth
herein below. This applicable Basic Exercise Price, until such adjustment is
made and, thereafter, as adjusted from time to time, is called the "Exercise
Price."

         2. Exercise of Warrant. This Warrant may be exercised in whole or in
part at any time from and after the Commencement Date and on or before the
Expiration Date, provided however, if such Expiration Date is a day on which
Federal or State chartered banking institutions located in the State of Florida
are authorized by law to close, then the Expiration Date shall be deemed to be
the next succeeding day which shall not be such a day, by presentation and
surrender to the Company at its principal office, or at the office of any
transfer agent for the Warrants ("Transfer Agent"), designated by the Company,
of this Warrant accompanied by the form of election to purchase on the last page
hereof signed by the Holder and upon payment of the Exercise Price for the
Warrant purchased thereby, by cashier's check or by wire transfer of immediately
available funds. Notwithstanding anything contained herein to the contrary, this
Warrant may be exercised, using a cashless exercise calculation. In such event,
and in lieu of paying the Exercise Price in cash, the Holder shall surrender
this Warrant (or any portion thereof) for that number of the Company's common
stock shares and warrants, to purchase common stock shares at an exercise price
of 30 cents per share, determined by multiplying the number of Warrants for
which this Warrant is being exercised by the closing price for the Company's
common stock on the principal market for such common stock on the date preceding
the Exercise Date plus the `in the money' value of the warrant component of this
Unit, based on the same closing price of the Company's common stock, minus the
Exercise Price in effect at such time, divided by such closing price and the `in
the money value' of the warrant component of the Unit, based on the same closing
price of the Company's common stock. Therefore, by way of example, if the stock
price is 50 cents on the Exercise Date, then for each Warrant exercised, 50
minus 16 plus 50 minus 30 or a total of 54 is divided by 50 plus 54 or a total
of 104 equaling .51923 Units for each Unit Warrant exercised. As promptly as
practicable, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
full Warrants issuable upon such exercise, together with cash in lieu of any
fraction of a share as provided below.

         3. Registration Statement. The Company shall use its best efforts to
keep effective the registration statement originally filed on or before February
28, 2005 and the shares underlying the Units for the life of the Units;
provided, that, the Company shall not be required to register any Registrable
Securities pursuant to this section (c) that are eligible for resale pursuant to
Rule 144(k) promulgated under the 1933 Act or that are the subject of a then
effective Registration Statement.

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<PAGE>

         4. Reservation of Common Stock. The Company covenants that, during the
period this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares of Common Stock to
provide for the issuance of the Warrant Shares upon the exercise of this
Warrant. The Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for Warrant Shares
upon the exercise of this Warrant.

         5. No Shareholder Rights. This Warrant, as such, shall not entitle the
Holder to any rights of a shareholder of the Company, until the Holder has
exercised this Warrant in accordance with Section 2 hereof.

         6. Adjustment of Exercise Price and Number of Warrant Shares.

            6.1 The number and kind of securities issuable upon the exercise of
this Warrant shall be subject to adjustment from time to time, and the Company
agrees to provide notice upon the happening of certain events, as follows:

                a. If the Company is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or smaller
number of shares of Common Stock, the number of shares of Common Stock for which
this Warrant may be exercised shall be increased or reduced, as of the record
date for such recapitalization, in the same proportion as the increase or
decrease in the outstanding shares of Common Stock, and the Exercise Price shall
be adjusted so that the aggregate amount payable for the purchase of all of the
Warrant Shares issuable hereunder immediately after the record date for such
recapitalization shall equal the aggregate amount so payable immediately before
such record date.

                b. If the Company declares a dividend on its Common Stock
payable in shares of its Common Stock or securities convertible into shares of
its Common Stock, the number of shares of Common Stock for which this Warrant
may be exercised shall be increased as of the record date for determining which
holders of Common Stock shall be entitled to receive such dividend, in
proportion to the increase in the number of outstanding shares of Common Stock
(and shares of Common Stock issuable upon conversion of all such securities
convertible into shares of Common Stock) as a result of such dividend, and the
Exercise Price shall be adjusted so that the aggregate amount payable for the
purchase of all the Warrant Shares issuable hereunder immediately after the
record date for such dividend shall equal the aggregate amount so payable
immediately before such record date.

                c. If the Company effects a general distribution to holders of
its Common Stock, other than as part of the Company's dissolution or liquidation
or the winding up of its affairs, of any shares of its capital stock, any
evidence of indebtedness or any of its assets (other than cash, shares of Common
Stock or securities convertible into shares of Common Stock), the Company shall
give written notice to the Holder of any such general distribution at least
fifteen (15) days prior to the proposed record date in order to permit the
Holder to exercise this Warrant on or before the record date. There shall be no
adjustment in the number of shares of Common Stock for which this Warrant may be
exercised, or in the Exercise Price, by virtue of any such general distribution,
except as otherwise provided herein.

                d. If the Company offers rights or warrants (other than the
Warrant) to all holders of its Common Stock which entitle them to subscribe to
or purchase additional shares of Common Stock or securities convertible into

                                       2
<PAGE>

shares of Common Stock, the Company shall give written notice of any such
proposed offering to the Holder at least fifteen (15) days prior to the proposed
record date in order to permit the Holder to exercise this Warrant on or before
such record date.

                e. In the event an adjustment in the Exercise Price or the
number of Warrant Shares issuable hereunder is made under subsection a. or b.
above, and such an event does not occur, then any adjustments in the Exercise
Price or number of Warrant Shares issuable upon exercise of this Warrant that
were made in accordance with such subsection a. or b. shall be readjusted to the
Exercise Price and number of Warrant Shares as were in effect immediately prior
to the record date for such an event.

                f. If and whenever the Company issues or sells, or in accordance
with Subsection 6.1 is deemed to have issued or sold, any shares of its Common
Stock for a consideration per share less than the Exercise Price in effect
immediately prior to the time of such issuance or sale (except for the issuance
or deemed issuance of securities in a transaction described in paragraph g. of
this Subsection 6.1), then immediately upon such issuance or sale the Exercise
Price will be reduced to an Exercise Price determined by multiplying the
Exercise Price in effect immediately prior to the issuance or sale by a
fraction, the numerator of which shall be the sum of (i) the number of shares of
Common Stock outstanding prior to the issuance or sale plus (ii) the number of
Warrant Shares issuable hereunder that the maximum aggregate amount of
consideration receivable by the Company upon such issuance or sale would
purchase at the Exercise Price in effect immediately prior to the issuance or
sale, and the denominator of which shall be the number of shares of Common Stock
deemed outstanding, as hereinafter determined, immediately after such issuance
or sale.

                g. The following securities or transactions shall be excluded
from the operation of paragraph f. of this Subsection 6.1:

                   (i) The existence and any exercise of any option, convertible
promissory note, warrant, or other right to purchase Common Stock, that is
outstanding on the date hereof; and

                   (ii) Any grant or exercise of options for Common Stock
granted under the Company's stock option plans, in existence as of the date
hereof, provided said grant or exercise is not effectuated as a result of any
amendment to such plans subsequent to the date hereof, with an exercise price
equal to at least the fair market value of the shares of Common Stock on the
date of grant. As used herein, the term "fair market value" shall mean the
closing bid price, or, if not available, the highest bid price, of the shares of
Common Stock as quoted on a national securities exchange, or in the
over-the-counter market as reported by Nasdaq or, if not available, by the
National Quotation Bureau, Incorporated, as the case may be (or, if there is no
bid price on a particular day, then the closing bid price or, if not available,
the highest bid price on the nearest trading date before that day and for which
such prices are available), and if the shares of Common Stock are not listed on
such an exchange or traded in such a market on such particular day, then the
fair market value per share shall be determined by mutual agreement of the Board
of Directors and the Holders by taking into consideration all relevant factors,
including, but not limited to, the Company's net worth, prospective earning
power and dividend paying capacity.

                h. If the Company in any manner grants any rights or options to
subscribe for or to purchase Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Rights" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities"), and the price per share for which
Common Stock is issuable upon the exercise of such Rights or upon conversion or
exchange of such Convertible Securities is less than the Exercise Price in

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<PAGE>

effect immediately prior to the time of the granting of such Rights, then the
total maximum number of shares of Common Stock issuable upon the exercise of
such Rights or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Rights will be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of this Section, the "price per share for which Common
Stock is issuable upon exercise of such Rights or upon conversion or exchange of
such Convertible Securities" will be determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Rights, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Rights, plus, in
the case of Rights that relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
issuance or sale of such Convertible Securities and the conversion or exchange
thereof' by (ii) the total maximum number of shares of Common Stock then
issuable upon the exercise of such Rights or upon the conversion or exchange of
all Convertible Securities issuable upon the exercise of such Rights. Except as
otherwise provided in Subsections j. and k. below, no adjustment of the Exercise
Price will be made when Convertible Securities are actually issued upon the
exercise of such Rights or when Common Stock is actually issued upon the
exercise of such Rights or the conversion or exchange of such Convertible
Securities.

                i. If the Company in any manner issues or sells any Convertible
Securities, and the price per share for which Common Stock is issuable upon such
conversion or exchange is less than the Exercise Price in effect immediately
prior to the time of such issuance or sale, then the maximum number of shares of
Common Stock then issuable upon conversion or exchange of all such Convertible
Securities will be deemed to be outstanding and to have been issued and sold by
the Company for such price per share, as determined below. For the purposes of
this Section, the "price per share for which Common Stock is issuable upon such
conversion or exchange" will be determined by dividing (i) the total amount
received or receivable by the Company as consideration for the issuance or sale
of such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock then
issuable upon the conversion or exchange of all such Convertible Securities.
Except as otherwise provided in Subsections j. and k. below, no adjustment of
the Exercise Price will be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issuance
or sale of such Convertible Securities is made upon exercise of any Convertible
Securities for which adjustments of the Exercise Price had been or are to be
made pursuant to other provisions of this Section 6, no further adjustment of
the Exercise Price will be made by reason of such issuance or sale.

                j. If the purchase price provided for in any Rights, the
additional consideration, if any, payable upon the conversion or exchange of any
Convertible Securities, or the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock changes at any time (other
than under or by reason of provisions that are designed to protect against
dilution of the type set forth in this Section 6 and are no more favorable to
the holders of such Rights or Convertible Securities than this Section 6 would
have been if this Section 6 were included in such Rights or Convertible
Securities), then the Exercise Price in effect at the time of such change will
be re-adjusted to the Exercise Price that would have been in effect at such time
had such Rights or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration, or changed conversion rate, as
the case may be, at the time initially granted, issued, or sold; and such
adjustment of the Exercise Price will be made whether the result thereof is to

                                       4
<PAGE>

increase or reduce the Exercise Price then in effect under this Warrant,
provided that no such adjustment shall increase the Exercise Price above the
initial Exercise Price hereof and that such adjustments shall be made by the
Board of Directors of the Company, who shall promptly provide notice of the new
Exercise Price to the Holder.

                k. Upon the expiration of any Right, or the termination of any
right to convert or exchange any Convertible Security, without the exercise of
such Right, or the conversion of such Convertible Security, the Exercise Price
then in effect hereunder will be adjusted to the Exercise Price that would have
been in effect at the time of such expiration or termination had such Right or
Convertible Security never been issued, but such subsequent adjustment shall not
affect the number of shares of Common Stock issued upon any exercise of this
Warrant prior to the date such adjustment is made.

                l. If any shares of Common Stock, Rights, or Convertible
Securities are issued or sold or deemed to have been issued or sold for
consideration that includes cash, then the amount of cash consideration actually
received by the Company will be deemed to be the cash portion thereof. If any
shares of Common Stock, Rights, or Convertible Securities are issued or sold or
deemed to have been issued or sold for a consideration part or all of which is
other than cash, then the amount of the consideration other than cash received
by the Company will be the fair value of such consideration as determined by the
Board of Directors of the Company, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the market value thereof as of the date of receipt. If any shares of
Common Stock, Rights, or Convertible Securities are issued in connection with
any merger or consolidation in which the Company is the surviving corporation,
then the amount of consideration therefor will be deemed to be the fair value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Rights, or Convertible Securities, as the
case may be.

                m. If any Right is issued in connection with the issuance or
sale of other securities of the Company, together comprising one integrated
transaction in which no specific consideration is allocated to such Right by the
parties thereto, the Right will be deemed to have been issued without
consideration.

                n. The number of shares of Common Stock deemed outstanding at
any given time shall include the number of shares of Common Stock outstanding,
as adjusted as provided herein, but shall not include shares owned or held by or
for the account of the Company, and the disposition of any shares so owned or
held will be considered an issuance or sale of Common Stock hereunder.

                o. No adjustment of the Exercise Price shall be made if the
amount of such adjustment would be less than one cent per Warrant Share, but in
such case any adjustment that otherwise would be required to be made shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment that, together with any adjustment or adjustments so
carried forward, shall amount to not less than one cent per Warrant Share.

            6.2 In the event of any reorganization or reclassification of the
outstanding shares of Common Stock (other than a change in par value, or from no
par value to par value, or from par value to no par value, or as a result of a
subdivision or combination) or in the event of any consolidation or merger of
the Company with another entity at any time prior to the expiration of this
Warrant other than a share exchange, merger or other business combination in
which the Company is the surviving entity, the Holder shall have the right to
exercise this Warrant. Upon such exercise, the Holder shall have the right to

                                       5
<PAGE>

receive the same kind and number of shares of capital stock and other
securities, cash or other property as would have been distributed to the Holder
upon such reorganization, reclassification, consolidation or merger. The Holder
shall pay upon such exercise the Exercise Price that otherwise would have been
payable pursuant to the terms of this Warrant. If any such reorganization,
reclassification, consolidation or merger results in a cash distribution in
excess of the then applicable Exercise Price, the Holder may, at the Holder's
option, exercise this Warrant without making payment of the Exercise Price, and
in such case the Company shall, upon distribution to the Holder, consider the
Exercise Price to have been paid in full, and in making settlement to the
Holder, shall deduct an amount equal to the Exercise Price from the amount
payable to the Holder. In the event of any such reorganization, merger or
consolidation, the corporation formed by such reorganization, consolidation or
merger or the corporation which shall have acquired the assets of the Company
shall execute and deliver a supplement hereto to the foregoing effect, which
supplement shall also provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided in the Warrant.

            6.3 If the Company shall, at any time before the expiration of this
Warrant, dissolve, liquidate or wind up its affairs, the Holder shall have the
right to exercise this Warrant. The Company shall give Holder notice of such
action and the Holder shall have fifteen (15) days from receipt of such notice
to exercise this Warrant. Upon such exercise the Holder shall have the right to
receive, in lieu of the shares of Common Stock of the Company that the Holder
otherwise would have been entitled to receive, the same kind and amount of
assets as would have been issued, distributed or paid to the Holder upon any
such dissolution, liquidation or winding up with respect to such stock
receivable upon exercise of this Warrant on the date for determining those
entitled to receive any such distribution. If any such dissolution, liquidation
or winding up results in any cash distribution in excess of the Exercise Price
provided by this Warrant, the Holder may, at the Holder's option, exercise this
Warrant without making payment of the Exercise Price and, in such case, the
Company shall, upon distribution to the Holder, consider the Exercise Price to
have been paid in full and, in making settlement to the Holder, shall deduct an
amount equal to the Exercise Price from the amount payable to the Holder.

            6.4 Upon each adjustment of the Exercise Price pursuant to Section 6
hereof, the Holder shall thereafter (until another such adjustment) be entitled
to purchase, at the adjusted Exercise Price in effect on the date this Warrant
is exercised, the number of Warrant Shares, calculated to the nearest number of
Warrant Shares, determined by (a) multiplying the number of Warrant Shares
purchasable hereunder immediately prior to the adjustment of the Exercise Price
by the Exercise Price in effect immediately prior to such adjustment, and (b)
dividing the product so obtained by the adjusted Exercise Price in effect on the
date of such exercise. The provisions of Section 9 shall apply, however, so that
no fractional share of Common Stock or fractional Warrant shall be issued upon
exercise of this Warrant.

            6.5 The Company may retain a firm of independent public accounts of
recognized standing (who may be any such firm regularly employed by the Company)
to make any computation required under this Section 6, and a certificate signed
by such firm shall be conclusive evidence of the correctness of any computation
made under this Section 6.

         7. Notice to Holder. So long as this Warrant shall be outstanding (a)
if the Company shall pay any dividends or make any distribution upon the Common
Stock otherwise than in cash or (b) if the Company shall offer generally to the
holders of Common Stock the right to subscribe to or purchase any shares of any
class of capital stock or securities convertible into capital stock or any
similar rights or (c) if there shall be any capital reorganization of the
Company in which the Company is not the surviving entity, recapitalization of

                                       6
<PAGE>

the capital stock of the Company, consolidation or merger of the Company with or
into another corporation where the Company is not the surviving entity, sale,
lease or other transfer of all or substantially all of the property and assets
of the Company, or voluntary or involuntary dissolution, liquidation or winding
up of the Company, then in such event, the Company shall cause to be mailed by
registered or certified mail to the Holder, at least fifteen (15) days prior to
the relevant date described below (or such shorter period as is reasonably
possible if fifteen (15) days is not reasonably possible), a notice containing a
description of the proposed action and stating the date or expected date on
which a record of the Company's shareholders is to be taken for the purpose of
any such dividend, distribution of rights, reorganization, recapitalization,
consolidation, merger, sale, lease, transfer, dissolution, liquidation or
winding up is to take place and the date or expected date, if any is to be
fixed, as of which the holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such event.

         8. Certificate of Adjustment. Whenever the Exercise Price or number or
type of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, the Company shall promptly deliver to the Holder of this Warrant a
certificate of an officer of the Company setting forth the nature of such
adjustment and a brief statement of the facts requiring such adjustment.

         9. No Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined in good faith by the
Company's Board of Directors.

         10. Transfer or Loss of Warrant.

             10.1 All or any part of this Warrant may be transferred to any of
the shareholders, directors, officers, employees or partners of the Holder or
any successor upon the delivery of this Warrant as specified in Section 2 hereof
accompanied by a certificate from the Holder that each of the transferees have
such status with the Holder. Except as provided in the preceding sentence, prior
to any proposed transfer of this Warrant or the Warrant Shares received on the
exercise of this Warrant (the "Securities"), unless there is in effect a
registration statement under the Securities Act, covering the proposed transfer,
the Holder thereof shall give written notice to the Company of such Holder's
intention to effect such transfer. Each such notice shall describe the manner
and circumstances of the proposed transfer in sufficient detail, and shall, if
the Company so requests, be accompanied by an unqualified written opinion of
legal counsel who shall be reasonably satisfactory to the Company addressed to
the Company and reasonably satisfactory in form and substance to the Company's
counsel, to the effect that the proposed transfer of the Securities may be
effected without registration under the Securities Act, whereupon the Holder of
the Securities shall be entitled to transfer the Securities in accordance with
the terms of the notice delivered by the Holder to the Company. Each certificate
evidencing the Securities transferred as above provided shall not bear such
restrictive legends if in the opinion of counsel for the Company such legends
are not required in order to establish compliance with any provisions of the
Securities Act.

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<PAGE>

             10.2 Upon receipt by the Company of evidence satisfactory to it of
loss, theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, or, in the
case of mutilation, upon surrender of this Warrant, the Company will execute and
deliver, or instruct the Transfer Agent to execute and deliver, a new Warrant of
like tenor and date and any such lost, stolen or destroyed Warrant thereupon
shall become void.

         11. Notices. Notices and other communications to be given to the Holder
shall be deemed sufficiently given if delivered by hand, or five days after
mailing by registered or certified mail, postage prepaid, to the Holder at 6501
Congress Avenue, Boca Raton, Florida 33487. Notices or other communications to
the Company shall be deemed to have been sufficiently given if delivered by hand
or five days after mailing if mailed by registered or certified mail postage
prepaid, to the Company at . A party may change the address to which notice
shall be given by notice pursuant to this Section 11.

         12. Entire Agreement and Modification. The Company and the Holder of
this Warrant hereby represent and warrant that this Warrant is intended to and
does contain and embody all of the understandings and agreements, both written
and oral, of the parties hereto with respect to the subject matter of this
Warrant, and that there exists no oral agreement or understanding, express or
implied, whereby the absolute, final and unconditional character and nature of
this Warrant shall be in any way invalidated, impaired or affected. A
modification or waiver of any of the terms, conditions or provisions of this
Warrant shall be effective only if made in writing and executed with the same
formality of this Warrant.

         13. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Florida, without application of the
principles of conflicts of laws.

         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
______ day of ____________, 2005.

                             EAUTOCLAIMS, INC., a Florida corporation

                             By:_____________________________________
                             Name:__________________________________
                             Title:____________________________________



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<PAGE>

                                    EXHIBIT 1

                               EXERCISE AGREEMENT

To:_____________________________                    Dated:________________

The undersigned record Holder, pursuant to the provisions set forth in the
within Warrant, hereby subscribed for and purchases _______ Units of
eAutoclaims, Inc. covered by such Warrant and hereby (i) makes full cash payment
of $___________ for such Units at the Exercise Price or (ii) exercises this
Warrant pursuant to the Cashless Exercise provisions thereof.


                                   (Signature)


                                   (Print or type name of Holder)


                                   (Title, if applicable)




                                    (Address)

If the record holder is electing a Cashless Exercise, the number of Units of
eAutoclaims, Inc. to be issued is ______________ (see following calculation).

                             Calculation of Cashless Exercise for the Units

                             X = Y (A+B-C)
                             -------------
                                 A+B

X  = the number of Units to be issued to Holder _____________________
Y  = the number of Units for which the Warrant is being exercised ______________
A  = the closing price of a Unit on the date preceding exercise  ______________
B  = the `in the money'  value of the  Warrant  based on the  closing  price of
     the shares on the date preceding exercise less $0.35. _____________________
C  = the exercise price. ________________

         NOTICE: The signature on this Exercise Agreement must correspond with
the name as written upon the face of the within Warrant, or upon the Assignment
thereof, if applicable, in every particular, without alteration, enlargement or
any change whatsoever.



<PAGE>


                                    EXHIBIT 2

                                   ASSIGNMENT

FOR VALUE RECEIVED, ___________________________, the undersigned Holder hereby
sells, assigns, and transfers all of the rights of the undersigned under the
within Warrant with respect to the Units set forth below, unto the Assignee
identified below, and does hereby irrevocably constitute and appoint
_____________________ to effect such transfer of rights on the books of the
Corporation, with full power of substitution:



Name of Assignee         Address of Assignee     Number of Units







Dated:________________        _________________________________________________

                              (Signature of Holder)


                             _________________________________________________
                              (Print or type name)


                             _________________________________________________
                              (Print or type title, if applicable)

         NOTICE: The signature on this Assignment must correspond with the name
of the Holder as written upon the face of the within Warrant, or upon the
Assignment thereof, if applicable, in every particular, without alteration,
enlargement or any change whatsoever.

                               CONSENT OF ASSIGNEE

         I HEREBY CONSENT to abide by the terms and conditions of the within
Underwriter's Warrant.

Dated:_______________
                              ---------------------------------------------
                              (Signature of Assignee)


                             --------------------------------------------------
                              (Print or type name)


                             --------------------------------------------------
                              (Print or type title, if applicable)