CLAIMS MANAGEMENT SERVICES and LICENSE AGREEMENT

         This Claims Management Services and License Agreement  ("Agreement") is
made and  entered  into as of the ____ day of  February,  2001,  by and  between
EAUTOCLAIMS.COM,  INC.,  a Nevada  corporation  ("EACC"),  and  ROYAL  INDEMNITY
COMPANY,  on its own behalf and on behalf of its affiliates and subsidiaries,  a
North Carolina corporation ("Client").

                                    RECITALS

         WHEREAS,  EACC  provides  certain  Internet-based  web  enabled  online
application claims management software products and services and has developed a
nationwide network of vehicle repair vendors and a system of cooperation between
EACC and its  vendors to furnish  economical,  quality,  and  efficient  vehicle
repairs or appraisals for EACC and its clients (the "Services"); and

         WHEREAS, Client is engaged in the business of providing physical damage
insurance to its  customers and desires to subscribe to and license the Services
under the terms and conditions described herein;

         WHEREAS,  EACC is agreeable  to  providing  the Services and desires to
grant  Client a  license  and  right to use the  Services  under  the  terms and
conditions described herein;

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
covenants and obligations of the parties set forth herein, EACC and Client agree
as follows:

1.       Definitions.

As used in this Agreement, the terms defined below have the meanings ascribed to
them herein:

"Consumer" means the Client's insured or a third party claimant.

"Documentation"  means EACC  materials  describing  the Services and the System,
which includes all web enabled updates, training tools, modules and changes made
to the System from time to time by EACC,  including  the web  enabled  custom IT
requirements and programming description materials described in Appendix A.

"Effective Date" means the date first indicated above.

"Services" means claims  management  services  described in the first recital of
this Agreement, Appendix A and the Documentation.

<PAGE>


"System" means EACC's  proprietary  Internet-based web enabled claims management
software products and services, including but not limited to EACC's core product
known as Bricks to Clicks or B2C,  which  provides  administration,  estimating,
auditing,  appraising and management of physical damage repair services to motor
vehicles and which also includes,  at the option of the Client,  access to and a
right to use the Vendors.

"Repairs" means physical damage or mechanical repairs for Vehicles.

"Vendors" means a motor vehicle repair facility, rental agency, appraiser, glass
replacement   company,    salvage   facility   or   other   facility   providing
vehicle-related services via the EACC network of automobile repair facilities.

2.       EACC Obligations.

         Subject  to the terms and  conditions  of this  Agreement,  EACC  shall
provide the Services and System during the term of this  Agreement.  EACC agrees
to the following:

         (a) EACC grants a  non-exclusive,  enterprise-wide license to Client to
use and have  access the System,  Services  and  Documentation  pursuant to this
Agreement

         (b) EACC shall  maintain and make available to Client and its Consumers
a toll-free  telephone number which shall be operated by EACC personnel 24 hours
a day, seven days a week.

         (c) EACC shall make  available to Client the EACC network of Vendors.
Client is under no  obligation  to use the Vendors  included as part of the EACC
System.

         (d)  EACC  shall  monitor  all  Vendors  for  timely  repairs,  quality
workmanship,  and courtesy. Any Vendor not providing consistent quality service,
as determined  by EACC,  shall be  terminated  and replaced with another  Vendor
selected by EACC.

         (e) EACC shall  provide  audits on all repair  estimates  received from
Vendors (except total losses). EACC shall obtain an agreed repair price from the
network Vendor on estimates  prior to approving or seeking repair  approval from
Client.

         (f)  Subject  to the terms and  conditions  of  Appendix  B, EACC shall
provide a  warranty  on the  quality  of all  Vendor  physical  damage  repairs,
original  equipment  manufacturer  (OEM)  replacement body parts, CAPA certified
after-market  parts,  and like-kind and quality (LKQ) and refurbished or rebuilt
parts, Vendor labor, and paint and materials that are provided by Vendors for as
long as the Consumer owns the Vehicle. This warranty is exclusive of normal wear
and tear on replacement  parts. All other parts carry the standard  manufacturer
warranty.

         (g) EACC shall not  require or  influence  Consumer to use a Vendor for
the vehicle  repairs when contacting  Consumer.  EACC shall inform Consumer that
they are not required to use any Vendor.

         (h) EACC shall pay Vendors for authorized services performed within the
Vendor's contracted timeline and payment terms.

                                       2
<PAGE>


         (i) EACC shall require  Vendors to provide at least two (2) weeks free
vehicle  storage when  necessary to Client and/or Consumers.

         (j) EACC shall provide all of the custom IT requirements and
programming items set forth in Appendix A.
                              -----------

3.       Client Obligations.

Client agrees to the following:

         (a)  Client  shall  designate  EACC  as  its  non-exclusive   agent  to
administer  motor vehicle repair  approval  services and procedures on behalf of
Client during the term of this Agreement.  Client shall have the  responsibility
to adjust claims.

         (b) Client  shall  communicate  to EACC,  by way of a  designated  EACC
assignment  application  form,  the  names,  phone  numbers  and  all  pertinent
information  on all the  Consumers  who have  reported an accident and are being
serviced  via the  System so that EACC is able to  monitor  Vendor  assignments,
perform audits on network  estimates and may contact the Consumer to assist with
Vendor appointments and facilitate the provision of Vendor services..

         (c)  Client  shall  provide  to EACC on a daily  basis  via the  System
information regarding repair or denial confirmations for each Consumer claim.

         (d) Client shall hold EACC harmless and shall  indemnify  EACC from any
claims or judgments as a result of EACC  following the claims  guidelines set by
Client, including, but not limited to, guidelines for use of aftermarket parts.

         (e) Other than as otherwise provided for in this Agreement or as may be
agreed to from time to time in  writing  by EACC,  Client  shall not in any way,
directly or indirectly,  copy or duplicate the System or  Documentation.  Client
shall use the System only for the evaluation  and processing of physical  damage
claims arising in connection with Client's business. Client shall not permit any
third party, other than authorized agents,  representatives and contractors,  to
use the System, Services or Documentation.

                  The Client  has the right to  demonstrate  the EACC  System to
existing and  potential  customers in the course of  marketing  Client's  claims
handling  and  processing  expertise or for training  purposes  within  Client's
organization.  Provided  that third party vendors are not  competitors  of EACC,
Client  shall have the right to grant such third  parties  access and a right to
use the EACC System,  provided that such third parties  execute  non-piracy  and
confidential  agreements  in form and  substance  agreeable  to  EACC.  Under no
circumstances  shall access to the EACC  System,  Services or  Documentation  be
provided to any  competitor of EACC. In order to  facilitate  the  objectives of
this  provision,  Client shall give prior notice (either by email or in writing)
to  EACC  prior  to any  demonstration  of or  access  to the  EACC  System  and
Documentation to any third party.  Client may only demonstrate or provide access
to the EACC System and Documentation  after EACC has consented (either by return
email or in writing) to such access or demonstration.

         (f) Client  shall use the  System as  provided  herein and shall not
make any  changes  to the  System  except as herein provided.

                                       3
<PAGE>


         (g) Client agrees to the custom IT requirements and programming items
set forth in Appendix A.

4.       Payment Terms.

        (a)  Client  and  EACC  agree  to the  pricing  and  payment  terms  and
provisions  set forth on Appendix C. All  payments to and charges of the Vendors
shall  be the  responsibility  of  EACC,  and  except  that  Consumers  will  be
responsible  for payment of  deductibles  and  additional  work requested by the
Consumer.  EACC will  invoice  Client on a per file basis for all Vendor  repair
charges at such time as EACC and Vendor have agreed to the final  repair  amount
to be charged by Vendor.

5.       Future Versions of the System.

         The System is improved and upgraded from time to time by EACC. The fees
payable by Client under this  Agreement  will not be  increased  during the term
hereof due to any such improvements and upgrades to the System, unless otherwise
agreed to in writing by both parties.

6.       Discontinuance

         In the event  that  EACC  discontinues  its  support  of the  System or
discontinues  its business,  and support is no longer  available  from any other
source, then EACC shall furnish to Client,  upon Client's written request,  such
documentation  including source code, as Client reasonably  requires to continue
to use the System in accordance with this Agreement. Upon delivery, Client shall
be  entitled  to make copies of, and create  derivative  works based upon,  such
documentation  to the extent necessary for such continued use. In the event that
EACC  discontinues  support of the System or  discontinues  its  business,  EACC
shall,  upon  written  request  from  Client,  provide  Client with the names of
persons providing  support for the System.  Client agrees that in no event shall
Client market the System,  or any derivative  based thereon,  at any time to any
third party.

7.       Technical Services.

EACC shall provide, upon Client's request and at EACC's standard hourly rate for
support,  technical  services  relating  to  the  installation,  implementation,
maintenance, correction, operation, modification, improvement, customization and
upgrade of the Licensed System ("Technical  Services").  Technical Services will
be provided by qualified  and  experienced  EACC  personnel in  accordance  with
industry standards. In the event an upgrade reduces,  impairs, or eliminates the
functionality  in the  previous  version  of the  Licensed  System,  EACC  shall
continue to support the then current version until such time that upgrades offer
equivalent functionality.

                                       4
<PAGE>


8.       Expenses.

Any  travel,  lodging or other  expenses  of EACC  related to the  providing  of
Technical  Services  will be  reimbursed  by Client  only if such  expenses  are
approved in advance by Client.

9.       Proprietary Rights.

EACC represents and warrants that it is the sole owner of all proprietary rights
and  intellectual  property  associated  with the System or that it has the full
right and  authority to grant the license and make the  warranties  set forth in
this  Agreement.  EACC shall take all actions that are necessary and appropriate
for the full  protection  of its  proprietary  rights in the System,  including,
without limitation,  obtaining copyright  registrations on copyrightable aspects
of the System and obtaining  written and executed  license  agreements  with all
users of the System or any portion thereof.  EACC's indemnification  obligations
with  respect  to claims of  infringement  shall be as set forth in  Section  10
below.

10.      Warranty on System.

EACC  represents  and  warrants  that the System will perform  substantially  in
accordance  with the  Documentation  during the term of this  Agreement.  If the
System does not  perform as  warranted  in this  Section 9 or Appendix A, Client
will notify EACC and EACC will utilize best efforts at no  additional  charge in
order to correct or replace the  defective  portions  of the  System.  EXCEPT AS
STATED ABOVE OR AS EXPRESSLY SET FORTH ELSEWHERE IN THIS  AGREEMENT,  EACC MAKES
NO  WARRANTIES  REGARDING  THE  SYSTEM,  EXPRESS OR IMPLIED.  EACC  SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.      Indemnification.

EACC shall  defend and hold Client  harmless  with respect to any claim that the
System  infringes  any patent,  copyright,  trade  secret or other  intellectual
property right of any third party,  provided  Client  promptly  notifies EACC in
writing of any such claim and gives EACC reasonable assistance in the defense of
such  claim.  EACC shall pay any  damages and costs  awarded  against  Client in
connection  with a claim for  infringement  under this section.  EACC shall have
sole control  over the  resolution  of any claim,  however EACC shall obtain the
prior  written  consent  of  Client  prior to  settlement.  EACC  shall  have no
liability or  obligation  to Client with respect to any such claim if such claim
is based upon any  modification of the System made by Client.  In the event that
any such claim of  infringement is made or threatened,  or injunctive  relief is
granted to the third-party claimant, EACC shall, at the option of Client either:
(a) obtain the right for Client to  continue  using the  System;  (b)  provide a
non-infringing work-around; or (c) modify the System to render it non-infringing
while retaining like capability.

                                       5
<PAGE>


12.      Work Product.

Any products, information,  reports, techniques,  inventions, writings, computer
programming  and other  material  related to the System and  developed  by EACC,
including, without limitation,  modifications,  enhancements,  improvements,  or
corrections to the System that are requested by Client or that EACC is obligated
to provide under this  Agreement  shall be, and for all purposes shall be deemed
to be,  EACC's work  product  with EACC  owning and  retaining  exclusively  and
completely  any and all rights,  title and interests in and to such work product
upon its creation,  including all intellectual  property  related thereto.  EACC
shall have the sole and  exclusive  right to apply for and obtain any  copyright
and patent registrations related to such work product.

13.      Limitation of Liability.

EXCEPT FOR  INFRINGEMENT  CLAIMS UNDER  SECTION 10 ABOVE,  either  party's TOTAL
LIABILITY,  IN THE  AGGREGATE,  FOR  ANY  CLAIMS  ARISING  OUT OF OR IN ANY  WAY
RELATING TO THIS AGREEMENT,  REGARDLESS OF THE FORM OF ACTION  (INCLUDING BREACH
OF  WARRANTY,  BREACH OF CONTRACT  AND TORT)  SHALL IN NO EVENT  EXCEED THE FEES
RECEIVED BY EACC  HEREUNDER.  IN NO EVENT SHALL  either  party BE LIABLE FOR ANY
CONSEQUENTIAL,  INDIRECT,  INCIDENTAL,  SPECIAL OR PUNITIVE DAMAGES,  OR FOR ANY
LOST REVENUE OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

14.      Independent Contractors / Arm's Length Transaction.

It is  acknowledged by the parties that they are  independent  contractors  with
respect to each other and that this  Agreement  constitutes  a bona fide,  arm's
length transaction between them. Neither party shall make any representations or
warranties  or incur any  liability on behalf of the other party.  Neither party
is, nor shall it be deemed to be, the  agent,  representative  or partner of the
other party.

15.      Force Majeure.

Each party shall be excused from performance under this Agreement and shall have
no liability to the other party for any period it is prevented  from  performing
any of its obligations (other than payment obligations), in whole or in part, as
a result of delays  caused by the other  party or by an act of God,  war,  civil
disturbance,   court  order,   labor   dispute,   third  party   performance  or
nonperformance, or other cause beyond its reasonable control, including failures
or fluctuations in electrical  power,  heat, light, or  telecommunications,  and
such nonperformance shall not be a default under, or grounds for termination of,
this Agreement.

16.      Confidential Matter.

         a. For purposes of this section,  the party disclosing any Confidential
Information as hereinafter  defined will be the "Disclosing Party" and the party
receiving such Confidential Information will be the "Recipient."

                                       6
<PAGE>


         b.  "Confidential  Information"  means any confidential,  non-public or
proprietary information,  data or material,  whether written, oral, via computer
disk or other electronic media,  which Recipient may obtain knowledge of through
or as a result of the  relationship  established  hereunder  with the Disclosing
Party, access to the Disclosing Party's premises,  web application or server, or
communications  with its employees,  agents or contractors,  including,  without
limitation,  product, technical,  systems, marketing, sales, process, financial,
strategic,   client/customer,   computer   programming  and  other  information.
Confidential  Information  also includes  information  of any direct or indirect
parent,  affiliate or subsidiary of the Disclosing Party. Recipient acknowledges
that the  Confidential  Information is proprietary  information that constitutes
trade  secrets of the  Disclosing  Party,  which if  disclosed  could damage the
Disclosing Party's business. Confidential Information shall not include any such
information which (a) is or becomes generally available to the public through no
fault of Recipient,  (b) is lawfully in  Recipient's  possession  before receipt
from the Disclosing Party, (c) has been or is made available to Recipient from a
third party which is not under an  obligation of  confidentiality  to Disclosing
Party,  (d) is independently  developed by the Recipient  without the use of any
Confidential Information provided by the Disclosing Party, or (e) is required to
be disclosed  pursuant to properly executed subpoena or other regulatory request
or court  order  ("Order"),  provided,  Recipient  gives  the  Disclosing  Party
reasonable notice,  reasonable  opportunity to respond, and limits disclosure to
that portion of the Confidential Information required by the Order.

         c. Recipient agrees to hold all Confidential Information in confidence,
not to use the  Confidential  Information  for any  purpose  other  than for the
purpose of its business  with the  Disclosing  Party and to only  disclose it to
each  other's  respective  officers,   directors,   employees,   consultants  or
independent   contractors   who  have  been  instructed  not  to  disclose  such
Confidential Information,  who are legally bound to confidentiality  obligations
similar  in  scope  to  those  herein,  and who  have a  specific  need-to-know.
Recipient further agrees to use commercially  reasonable  efforts to protect the
confidentiality of the Confidential  Information it receives from the Disclosing
Party, at least  equivalent to the degree of care that Recipient uses in its own
business to protect its own similar  Confidential  Information.  Recipient shall
notify  Disclosing  Party  immediately and cooperate with Disclosing  Party upon
Recipient's  discovery  of any  loss or  compromise  of the  Disclosing  Party's
Confidential Information.

         d. Client shall not,  and shall be  responsible  for ensuring  that its
employees,  agents and representatives  will not, disclose,  reveal or otherwise
use for any purpose any information concerning the Vendor network.  Client shall
be permitted to  demonstrate  the System as part of its  marketing  and business
development efforts and as part of its first notice of loss processes as long as
aggregate, collected Vendor network information is not disclosed.

         e.  EACC  acknowledges  and  agrees  that  Client  is the  owner of all
Consumer  data  entered  into the System.  EACC shall not  disclose to any third
party any Consumer  information,  including,  but not limited to, Consumer name,
address,  telephone number, Vehicle Identification Number (VIN), social security
number,  claim number,  or any other  information  regarding the Consumer to any
third party without the prior written consent of Client.

                                       7
<PAGE>


17.      Records Retention

EACC agrees to provide a record of all transactions processed by the System on a
monthly basis via CD ROM format.

18.      Term of Agreement and Termination Without Cause.

This  Agreement  shall  commence on April 4th,  2001 and shall  terminate at the
close of business on April 3rd,  2006. If either party wishes to terminate  this
Agreement  during the term hereof without cause,  such party must deliver to the
other party a written  notice of  termination.  In order to be  effective,  such
notice must be  delivered  by U.S.  mail,  postage  paid,  certified  and return
receipt  requested.  Termination  shall be effective ninety (90) days after such
notice has been so deposited in the U.S. mail.

19.      Termination for Cause.

Either party may terminate this  Agreement for cause.  Cause shall be defined as
the failure of a party to perform any of its  obligations  hereunder.  If either
party wishes to exercise its right to terminate this  Agreement for cause,  such
party shall provide the other party with written notice of default, which notice
shall be given in the same manner as the written  notice  referred to in Section
16 above.  Termination  for cause shall be  effective  sixty (60) days after the
notice of default has been  deposited in the U.S. mail if the  defaulting  party
has not cured the default within such 60-day period.

20.      Exclusivity.

Client  agrees  that during the term of this  Agreement  (other than the 90 days
prior to  termination  pursuant to Section 17 in which case EACC will  cooperate
with  Client in  obtaining  an  alternative  vendor to  provide a direct  repair
program),  Client  will not  utilize  any  person or entity  other  than EACC to
perform any services that are the same as those contemplated to the performed by
EACC hereunder.

21.      Client Acknowledgement.

Client  acknowledges  that EACC receives  discounted  rates and charges from its
collision  repair  vendors and fees from its vendors.  The fees paid may be in a
flat  annual fee, a fee based upon the volume of  assignments,  a fee based upon
the dollar  value of service or product,  and/or a monthly fee plus a percentage
of the dollar value of service or product, and/or a monthly fee plus a fee based
upon the number of  service or product  sales.  Fees  received  from  particular
Vendors may vary from time to time.  Vendors do not pay a fee for  participating
in the program.

22.      Indemnification.

Both parties shall be liable for and shall indemnify and hold each other,  their
subsidiaries  and  affiliates  and  all   shareholders,   directors,   officers,
employees,  agents,  successors and assigns harmless from and against all suits,
claims, fines, assessments,  penalties, injuries, liabilities,  losses, damages,
judgments,  settlements,  costs  and  expenses  (including  but not  limited  to
reasonable  attorneys'  fees) which arise  directly or  indirectly in connection
with the other party's negligence,  intentional misconduct, or breach or failure
to abide by any of its  covenants,  obligations,  representations  or warranties
contained in this Agreement.

                                       8
<PAGE>


23.      Assignment.

This Agreement may not be assigned by either party without prior written consent
which consent shall not be unreasonably withheld.

24.      Severability.

If any provision of this Agreement shall be held invalid or unenforceable,  such
invalidity or unenforceability shall attach only to such provision and shall not
affect or render invalid or unenforceable any other provision of this Agreement,
and this  Agreement  shall be  performed  as if such  invalid  or  unenforceable
provision were not contained herein.

25.      Independent Contractors.

Each  party  shall  undertake  its  performance   under  this  Agreement  as  an
independent  contractor.  Neither  party  shall  have the  authority  to bind or
obligate the other without the others written consent except as may be otherwise
provided for in this Agreement

26.      Notices.

         Notices to Client shall be made to the following address:

                  Royal & SunAlliance
                  9300 Arrowpoint Boulevard
                  M.S. _______
                  P.O. Box 1000___
                  Charlotte, NC 28201-1000
                  ATTN: Rick Morgan, Vice-President

                  With a copy to:

                  Royal & SunAlliance
                  9300 Arrowpoint Boulevard
                  M.S. 1314
                  P.O. Box 1000
                  Charlotte, NC  28201-1000
                  ATTN: General Counsel

         Notices to EACC shall be mailed to the following address:

                  eAutoclaims.com
                  Attn:    Eric Seidel, President/CEO
                  2708 Alt. 19 North, Suite 505
                  Palm Harbor, Florida  34683

                                       9
<PAGE>


All notices  required or  permitted  hereunder  shall be in writing and shall be
deemed to be properly given when personally  delivered to EACC or to any officer
or designated representative of EACC entitled to receive the notice or, five (5)
days after  mailing  when sent by  certified  or  registered  first  class mail,
postage prepaid, properly addressed to the party entitled to receive such notice
at the address set forth above.

27.      Entire Agreement.

This document  contains the entire agreement between the parties with respect to
the matters set forth  herein and may not be changed or  terminated  orally.  No
amendment or  modification  of this Agreement  shall be valid and binding unless
made in writing  and signed by the party  against  whom  enforcement  thereof is
sought.

28.      Counterparts.

This License Agreement may be executed in one or more duplicate  originals,  all
of which together shall be deemed to be one and the same instrument.

29.      Governing Law; Jurisdiction.

This Agreement and all rights and obligations of the parties  hereunder shall be
governed by and interpreted,  construed and enforced in accordance with the laws
of the State of  ________________.  Jurisdiction  and venue for any legal action
shall be in ____________________________________ [Arbitration?].

30.      Legal Fees.

In the event it shall  become  necessary  for either  party to  institute  legal
proceedings to enforce the terms of this Agreement,  the prevailing  party shall
be entitled to all costs, including reasonable attorney's fees at both trial and
appellate  levels,  against the  non-prevailing  party.  Prevailing  party shall
include,  without limitation,  a party who substantially  obtains or defeats the
relief sought, as the case may be, whether by compromise,  settlement,  judgment
or abandonment by the opposing party of its claims or defenses.

         IN WITNESS  WHEREOF,  authorized  representatives  of the parties  have
caused this Agreement to be executed as of the date set forth above.

EAUTOCLAIMS.COM, INC.

By:
   -----------------------------------------

Name:
     ---------------------------------------

Title:
      --------------------------------------


ROYAL INDEMNITY COMPANY

By:
   -----------------------------------------

Name:
     ---------------------------------------

Title:
      --------------------------------------

                                       10
<PAGE>





Attachments:
Appendix A - Documentation
Appendix B - Warranty Terms
Appendix C - Pricing and Payment Terms





                                       11
<PAGE>



Appendix A  --IT Requirements
1.       XML transfer of data--will  allow the insured's  data to be transferred
         from the R&SA CLAWS  system to the EACC B2C  application  to  eliminate
         redundant keystrokes by R&SA associates.
2.       Provide  assignment  instructions to be sent with the assignment to the
         Staff Adjuster (SA) or Independent  Adjuster (IA). The application will
         provide  instructions  for Minimum  Impact Soft Tissue  (MIST)  claims,
         Photos only, Straight Appraisal, and Desk Review.
3.       Reports to be included in the B2C application are:
a.                Cycle Time;  for SA, IA, or Direct  Repair  Program (DRP) from
                  the time dispatched to the time the claim is uploaded into the
                  EACC application via e-link.  Overall cycle time from the time
                  the claim enters B2C until the claim process is complete.
b.       Assignments or supplements.  Same metrics as above.
c.       Type assignments: MIST, Straight Appraisal, Photos Only, Desk Audit
d.       Report Average Paid by category: SA, IA, or DRP for assignments and
         supplements.
e.       Track Loss Adjustment Expense for DRP and IA assignments.
f.       Volume of claims handled by Adjuster
g.       Report outstanding Assignments by SA, IA, or DRP
h.                Provide R&SA accounting  department a screen to enable them to
                  pay  EACC  invoices  for  the  Standard  book of  business  by
                  printing the list of outstanding invoices. Non-Standard office
                  will have invoices  directed to the individual Staff Adjusters
                  Data  Repair  Center.  The Staff  Adjuster  will then send the
                  invoice to the respective R&SA Accounts Payable Department for
                  payment within seven days of date posted to the DRC.
i.       Ability to segregate Standard from Non-Standard for reporting purposes.


4.       Provide a dropdown list for reason DRP shop was not used.  List to be
         finalized prior to rollout.
5.       Provide a bilingual checkmark to assist in dispatching the claim by
         R&SA associates.
6.       Provide the ability to reassign claims and notify the respective
         parties of the reassignment for the following categories:
a.       SA to SA
b.       IA to IA

7.       Assignment  fields must be editable with the exception of claim number,
         deductible,  date entered,  coverage type, claim type, assigned by, and
         R&SA claim number and approval status.
8.       Add office codes to identify which carrier is the underwriter (pertains
         to Non-Standard offices)
9.       Allow search by claim number, insured or claimants name, policy number,
         vehicle identification number, year, make, or model of vehicle.
10.      Allow  access  to  summary  claim  information  by the  following  R&SA
         departments including Bodily Injury,  Subrogation,  etc. Access will be
         allowed using IP address and not password.
11.      Provide Help Screens
12.      Capture change information, date changed, and who changed.
13.      Allow Adjuster to sort the data in the Data Repair Center (DRC) by date
14.      Provide fields to capture Salvage information and return in report
         format.
15.      Create  visual aid for Staff  Adjuster  Dispatch.  Will indicate  which
         SA's are  available by zip code and their  respective
         current volume of claims in work.

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<PAGE>

16.      Allow Supervisor to modify assignments and reassign to other Staff
         Adjusters.
17.      Create a Periodic Purge routine.
18.      Add Field  Additions to allow SA's and IA's to input cost of LKQ,
         Aftermarket,  & OEM.  Provide this  information  in report format.
19.      Allow up to 15 photos to be uploaded and displayed for MIST claims only
20.      Provide a space for R&SA to include  "fun"  information  such as quote
         of the day or cartoon.  R&SA will be  responsible  for
         the subscription fees associated with this feature.
21.      Allow R&SA to broadcast information on the Adjusters Data Repair
         Center.
22.      Allow input of Salvage  related data when a vehicle is deemed a Total
         Loss.  This  information can be viewed in report format on B2C.



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<PAGE>



                                   Appendix B


                          The Eautoclaims.com Warranty
                          ----------------------------

"The  repairs that have been  performed on your vehicle by our Network  Facility
are  guaranteed  for the  duration  of the  time  you  own  your  vehicle.  This
encompasses  the  quality  of the  workmanship,  including  the  labor,  paint &
materials,  and parts, which carry the normal market guarantee. The guarantee is
exclusive of normal ware and tear on replacement parts and paint."














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                                   Appendix C


File Management Fee

A.       Drive-in Network Estimate: $50/file
         The  file   management   fee  is  the  fee   charge   for   using   the
              eautoClaims.com  network and physical auditing damage service.  In
              addition,  the file management fee allows the insurance company to
              settle  claims based on preferred  rates and terms.  The preferred
              rates are a  reflection  of  combining  buying  power  with  other
              eautoClaims.com customers.

B.       Drive-in Network Repair: $25/file
         The  original  file  management  fee has been  reduced  from  $50.00 to
              $25.00, if the insured/claimant  uses the eautoClaims.com shop for
              repairing their vehicle.

         Pre-approved Claims

C.       Drive-in Network Repair: $10/file
              The original file management fee is reduced from $50.00 to $10.00,
              if the claim was sent to an  eautoClaims.com  pre-approved and the
              insured/claimant   uses  the  eautoClaims.com   network  shop  for
              repairing their vehicle.

         Unassigned Files

              EautoClaims.com  charges  a $5  set-up  fee for  files in which no
              assignment (to either a shop or appraisal service) is made.

Additional Volume Discounts

         The earned  volume  discount is the share of discounts  eautoClaims.com
         receives from our contracted shops. The discount is applied directly to
         all estimates written and appears on each claims cover page. The volume
         discount  is based on the total  claims  submission  from the  previous
         month.

              Number of Monthly Files                 Percentage of Discount
              -----------------------                 ----------------------
                   1       -        100                        1%
                  101      -        250                        2%
                  251      -        500                        3%
                  501      -        800                        4%
                  801+                                         5%

Additional Services

Condition Reports for Total Losses:          $10/file (plus estimate fees)
IA dispatch & e-link upload Fee:             $6/file

Custom  programming  for  features  that are not  listed in the  original  scope
(exhibit  B)  will  be  addressed  on  a  case-by-case  basis.  R&SA  may  incur
programming charges for custom programming to the application.

                                       15
<PAGE>


                             Minimum Volume to EACC
Client  agrees to send 1600 claims per month to EACC  vendors  for Repair.  This
excludes  the volume  sent to vendors  only for  photos  and an  estimate.  This
requirement will become effective on October 30, 2001.

If the  volume is below 1600  claims  per  month,  a $25 fee will apply for each
claim that is less than 1600 claims per month.

     Example: 1400 claims are processed. An additional minimum volume fee of 200
     x $25 = $5,000 would be due to EACC by the  fifteenth  day of the following
     month.

Payment Terms
Payments to EACC are to made weekly via wire transfer for the prior weeks claims
processing service. No more than a seven day lag time for payments.

                                 EACC Invoicing
EACC will invoice client on a per file basis for all repair charges performed by
vendors at such time as a final repair price has been agreed to with the vendor.