Comp-Est and EACC Distribution Agreement
                    ----------------------------------------

This agreement states the terms and conditions agreed upon between Comp-Est Inc.
and  eAutoClaims.com.  Upon  the  selling  and  redistributing  of the  Comp-Est
product, the following terms and conditions will apply:

     1.   EACC has purchased 20 units for the price of $800 each.

     2.   A unit is to be  defined  as 1 year of  Com-Est  estimating  software,
          including the Motor(C) Database,  Hein-Werner(C)  Frame illustrations,
          Comp-Est for CE (handheld estimating) and x 12 communications. It will
          be the  responsibility  of Comp-Est to keep all EACC customers updated
          with 12 monthly  updates  per year.  The  yearly  term will start upon
          installation of the estimating software into any specific shop sold.

     3.   EACC is permitted to sell the Com-Est  software to  automotive  repair
          facilities only.

     4.   EACC is permitted to sell Com-Est in the United States only,  with the
          exception of NJ without the written consent of Mike Lovullo.

     5.   Upon EACC buying 20 or more units in any given  month,  the price will
          fall to $700 for the next units they  purchase  equal to the number of
          units bought the previous month.  Renewals are not to be considered as
          a new sale and are not counted in the above pricing structure.

     6.   In any month  that  EACC  does not buy  twenty  units,  the  following
          month's price will be $800 per unit.

     7.   The  above  pricing   structure  is  based  upon  full  prepayment  in
          quantities of no less than 20 at a time.

     8.   EACC is to provide  payment to Com-Est for any of its customers up for
          renewal  within 30 days of the  renewal  date.  EACC may use a prepaid
          unit as payment for above.

     9.   Upon EACC  buying a minimum of 100 units  within 10  months,  starting
          November  1,  2000,  and upon EACC  buying an  average of 15 units per
          month  thereafter,  starting July 1, 2001, will prohibit Comp-Est from
          letting any EACC (n the EDI or claims management  business) competitor
          be a distributor of the Comp-Est  estimating  software.  Comp-Est will
          give  EACC 10 months  before  making  any  distribution  agreement  as
          mentioned  above,  and only  after 10 months if EACC does not make the
          above quota.

     10.  After EACC has bought 100 units,  Comp-Est will agree to allow EACC to
          continue to buy and sell the software for a period of 10 years.

     11.  Comp-Est will have no restrictions as to opening all of its electronic
          communications  to any  party  in any  industry.  The  intent  of this
          provision is for Com-Est  products to be  compliant  with the industry
          CIECA standards.

     12.  Contracts are the  responsibility  of the company that originally sold
          the customer,  either Com-Est or EACC.  EACC agrees not to re-sell any
          of Comp-Est's (or any of its rep's) current customers. Comp-Est agrees
          not to re-sell any renewals that originated from EACC.

     13.  EACC is to provide Comp-Est with the Motor, Hein-Werner,  and Comp-Est
          End User Agreements within 30 days of the sale of any system.


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     14.  Comp-Est Inc. has the right to immediate termination of this agreement
          upon the buyout of EACC by any  competitor  of Comp-Est,  any agent or
          company owned by a competitor,  or if EACC forms a partnership to/with
          any competitor of  Comp-Est(for  example,  ADP,  Mitchell,  CCC or any
          other   collision   estimating   software   distributor  or  affiliate
          associated with the above mentioned). This does not preclude EACC from
          subscribing  to any of the  competing  estimating  software  companies
          provided it is for EACC's estimating uses only.

     15.  Comp-Est  will  provide  quality   technical  support  to  all  EACC's
          customers in a timely  fashion at no additional  charge to EACC or its
          customers.

     16.  In the event that Comp-Est finds EACC in violation of any term listed,
          or EACC fails to keep current on any payment of any of EACC's Comp-Est
          customers, EACC will have 30 days to correct the situation (payment in
          full) or Comp-Est  will have the right to  immediately  terminate  all
          parts of this agreement.

     17.  Comp-Est  will continue to permit EACC to sell the renewals of any and
          all  estimating  customers  sold by  EACC  for  the  life of the  said
          customer. The renewal price will remain the same from Comp-Est for the
          life of the said customer.

     18.  Comp-Est will provide the  estimating  disks to EACC's sold  customers
          with the EACC logo printed on the disks.  EACC will be required to pay
          any additional expenses associated with this added service.

     19.  Comp-Est agrees to provide EACC with reasonable selling aids, but will
          be entitled to charge EACC for such marketing items, with exception to
          the customary free 30 day trial period for prospective new customers.



--------------------------------
Chris Trevethan
President/CEO
Comp-Est, Inc.




--------------------------------
Eric Seidel
President and CEO
eAutoclaims.com






MTC/ej/236772