CHANGE OF CONTROL AND TERMINATION AGREEMENT

     THIS AGREEMENT, made effective as of _______________,  2001, by and between
__________________________  (the  "Executive")  and  eAUTOCLAIMS.COM,  INC. (the
"Company").

                               W I T N E S S E T H

     WHEREAS,  the Executive and the Company desire to establish  certain terms,
provisions  and  conditions   pursuant  to  which  (i)  the  Executive  will  be
compensated  in the event  that a merger,  combination,  consolidation,  sale or
similar business transaction of Company occurs or a change in the composition of
the board of directors and (ii) the Executive  will be  compensated in the event
that the Executive's employment with the Company is terminated without cause.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
hereinafter set forth, the parties hereby agree as follows:

         1.       Termination.
                  ------------

          (a)  For purposes of this Agreement, the term "cause" shall mean:

               (i)  the Executive's  conviction of a felony and all appeals with
                    respect  thereto have been  extinguished or abandoned by the
                    Executive;

               (ii) the Executive's conviction of misappropriating assets or

               (iii)otherwise  defrauding the Company or any of its subsidiaries
                    or affiliates.

          (b) If  during  the  Term  of  Executive's  Employment  Agreement  the
     Executive's  employment  is  terminated by the Company other than for cause
     after a Change of  Control  (as  defined  below),  the  Executive  shall be
     entitled  to receive a lump sum payment  equal to  _______% of  Executive's
     last twelve  (12) months base salary in addition to any other  compensation
     that  may be due and  owing to the  Executive  pursuant  to his  Employment
     Agreement.  In  addition,  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.

         2.       Change of Control.
                  -----------------

          (a) For purposes of this Agreement, "Change of Control" means:

               (1) The  closing of any  merger,  combination,  consolidation  or
          similar  business  transaction  involving  the  Company  in which  the
          holders of Common Stock  immediately prior to such closing are not the
          holders  of a  majority  of  the  ordinary  voting  securities  of the
          surviving person in such transaction (a "Business Combination"); or


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               (2)  The   closing  of  any  sale  by  the   Company  of  all  or
          substantially  all of its assets to an  acquiring  person in which the
          holders of Common Stock  immediately prior to such closing are not the
          holders  of a  majority  of  the  ordinary  voting  securities  of the
          acquiring person (an "Asset Sale"); or

               (3) The closing of any sale by the holders of Common  Stock of an
          amount of Common Stock that equals or exceeds a majority of the shares
          of Common Stock immediately prior to such closing to a person in which
          the holders of the Common Stock  immediately prior to such closing are
          not the holders of a majority of the  ordinary  voting  securities  (a
          "Stock Sales"); or

               (4) A change in the  composition  of the Board of Directors  such
          that the current  members of the Board of Directors  are no longer the
          majority in number of the Board of Directors.

          (b) In the event of a Change of Control and  Executive  is  terminated
     for any reason  other than for "cause",  Executive  shall have the right to
     payment  pursuant to Paragraph  1(b).  In the event of payment to Executive
     pursuant  to  Paragraph  1(b),  Executive  shall be  entitled to a lump sum
     payment.

         3. Severability. If any provision of this Agreement otherwise 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.  The remaining  provisions of this Agreement
shall be valid and binding  and/or like effect as though such provision were not
included.

         4.       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 addresses:

                  To the Company:   eAutoclaims.com, Inc.
                                    2708 Alternate 19 North, Suite 604
                                    Palm Harbor, FL 34683

                  To the Executive: __________________________


                  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.

                                       2
<PAGE>


         5.       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.

          (c)  Attorney's  Fees.  In the event  any  action  is  commenced,  the
     prevailing party shall be entitled to a reasonable attorneys fee, costs and
     expenses.

          (d) Entire Agreement.  This Agreement  represents the entire agreement
     between the parties with respect to the subject  matter of this  Agreement.
     This  Agreement  supersedes  any prior  agreements and shall control in the
     event of any inconsistent provisions.

          (e) Counterparts.  This Agreement may be executed in counterparts, all
     of which shall constitute one and the same instrument.

WITNESSES:                                                    "EXECUTIVE"



Print Name:                             Print Name:
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Print Name:
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                                        "COMPANY"

                                        eAUTOCLAIMS.COM, INC.,
                                        a Nevada corporation

                                        By:
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Print Name:                             Print Name:
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                                        Title:
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Print Name:
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