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


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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").

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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.