(Form of Warrant Certificate)

                        VOID AFTER 5:00 PM NEW YORK TIME
                                on May ___, 2001
                     or such earlier date as provided below

No. W-___                                                        ______ Warrants

                        WARRANT CERTIFICATE FOR PURCHASE
                               OF COMMON STOCK OF
                              eAUTOCLAIMS.COM, INC.

         THIS  CERTIFIES  THAT,  for  value  received,   _______________________
("Warrant Holder") or registered assigns, is the owner of the number of Warrants
specified above,  each of which Warrants  initially  entitles the holder hereof,
subject  to the  terms  and  conditions  set  forth  herein  and in the  Warrant
Agreement  dated as of __________,  2001 (the "Warrant  Agreement")  between the
Company and Warrant Holder, to purchase one fully paid and non-assessable  share
(subject to adjustment as hereinafter provided) of Common Stock, par value $.001
per share (the "Common Stock"), of eAutoclaims,  Inc., a Nevada corporation (the
"Company"),  at any time on or prior to _________,  200_. Each Warrant  entitles
the holder to  purchase  for a period of 10 years after  ______________2001  one
share of our  Common  Stock at the  exercise  prices  set forth in the  schedule
below, which are adjusted on each annual anniversary date.

                         Annual
                  Anniversary Date                            Exercise Price
                  ----------------                            --------------
                           1                                     $  4.00
                           2                                     $  5.00
                           3                                     $  6.00
                           4                                     $  7.00
                           5                                     $  8.00
                           6                                     $  9.00
                           7                                     $ 10.00

         The Warrants  represented  hereby are exercisable upon presentation and
surrender  of this  Warrant  Certificate,  with the  Election to Purchase on the
reverse hereof duly executed,  at the executive offices of the Company, and upon
payment of the Exercise Price for the shares of Common Stock purchasable on such
exercise,  in United States  currency,  either in cash, or by certified check or
official bank or bank cashier's check, payable to the order of the Company.

         The number of shares of Common Stock  purchasable upon exercise of each
Warrant  represented by this Certificate,  and the Exercise Price therefor,  are
subject to adjustment  from time to time as set forth in the Warrant  Agreement.
Except as provided in the Warrant  Agreement,  no  adjustment  shall be made for
dividends or  distributions on any shares of Common Stock issuable upon exercise
of any Warrant represented hereby.

         Irrespective  of any adjustments in the Exercise Price or the number of
shares purchasable upon the exercise of each Warrant,  this Warrant  Certificate
and other Warrant Certificates theretofore and thereafter issued may continue to
express  the  Exercise  Price  and the  number of  shares  purchasable  upon the
exercise  of  each  Warrant  as if the  same  were  expressed  in  such  Warrant
Certificates when initially issued.


<PAGE>


         The Warrants  represented hereby are exercisable at the election of the
registered  holder  hereof,  either as an entirety or from time to time for part
only (in whole  shares) of the number of shares  specified  herein,  and, in the
event that this Warrant  Certificate is exercised in respect of less than all of
such shares,  a new Warrant  Certificate or Certificates  will be issued on such
surrender  for the  number of  Warrants  represented  hereby  which  were not so
exercised.  The Company  shall not be required upon the exercise of the Warrants
represented  hereby  to  issue  any  fractions  of  shares,  but  shall  make an
adjustment  therefor  in cash on the  basis  of the  market  value  of any  such
fractional interest (computed as provided in the Warrant Agreement).

         This Warrant  Certificate is issued under,  and the rights  represented
hereby  are  subject  to,  the terms and  provisions  contained  in the  Warrant
Agreement,  to all the terms and  provisions of which the  registered  holder of
this Warrant  Certificate,  by acceptance hereof,  hereby assents.  Reference is
hereby made to the Warrant Agreement for a more complete statement of the rights
and limitations of the rights of the registered holder hereof and the rights and
obligations of the Company thereunder.

         If this Warrant  Certificate  shall be surrendered  for exercise of any
Warrant represented hereby within any period during which the transfer books for
shares or other securities purchasable upon the exercise of any such Warrant are
closed for any purpose,  the Company  shall not be required to make  delivery of
certificates for the securities purchasable upon such exercise until the date of
the reopening of said transfer books.

         Prior to the  exercise of any Warrant  represented  hereby,  the holder
hereof  shall not be entitled  to any rights of a  stockholder  of the  Company,
including,  without  limitation,  the right to vote or to receive  dividends  or
other  distributions,  and shall not be  entitled  to receive  any notice of any
proceedings of the Company except as provided in said Warrant Agreement.

         The Company  shall deem and treat the  registered  holder hereof as the
absolute owner hereof and of each Warrant  represented  hereby  (notwithstanding
any notation of ownership or other writing  hereon made by anyone other than the
Company or the Warrant Agent), for all purposes, and neither the Company not the
Warrant Agent shall be affected by any notice to the contrary.

         This Warrant  Certificate and each Warrant  represented hereby shall be
construed in accordance with and governed by the laws of the State of Nevada.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Date:__________________________             eAUTOCLAIMS.COM, INC.


                                       By:____________________________________
                                            Eric Seidel, President and
                                            Chief Executive Officer

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<PAGE>



                              ELECTION TO PURCHASE

TO:
   --------------------------------------------------
c/o
   --------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

        The  undersigned   hereby   irrevocably   elects  to  exercise  Warrants
represented  by this Warrant  Certificate,  and to purchase the Shares  issuable
upon the exercise of such  Warrants,  and requests  that  certificates  for such
shares by issued in the name of

--------------------------------------------------------------------------------
                                     (Name)

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                          (Address including Zip Code)

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                  (Social Security or other identifying number)

and be delivered to
                    ---------------------------------------------------
                                     (Name)

at
   -----------------------------------------------------------------------------
                          (Address including Zip Code)

and, if said number of warrants shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  undersigned at the
address stated below.

Dated: ___________________, 200___          Name of Warrant Holder:

                                            ------------------------
                                                 (Please Print)

                                            Address (including Zip Code)

                                            -----------------------------

                                            -----------------------------


                                            Signature:
                                                       ------------------



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