BRICK TO CLICKS SERVICE & LICENSEING AGREEMENT
                 ----------------------------------------------

Agreement  made  as  of  November  1  ,  2000  (Date)  between   eAutoclaims.com
Corporation  (eAuto) with offices located at 2708 Alt. 19 North, Suite 604, Palm
Harbor,  Florida and Inspire Claims  Management,  Inc.  ("Client")  with offices
located at 930 Florin Road, Sacramento, CA 95831. This Agreement encompasses the
offices located in the states of Washington, Oregon, California, Arizona, Nevada
and Texas.

As follows:

Whereas EAUTO provides certain online application claims management services and
has  developed a nationwide  network of vehicle  repair  Vendors and a system of
cooperation  between EAUTO and its Vendors to furnish economical,  quality,  and
efficient  vehicle  repairs or appraisals  for EAUTO and its clients and whereas
Client is engaged in the business of providing  physical damage insurance to its
Customers, EAUTO and client agree as follows:

1.       Definitions:

         When used in the Agreement the following terms have these meanings:

         B2C SYSTEM
                           BRICKS  TO   CLICKS   SYSTEM-   EAUTO's   proprietary
                           nationwide  Internet  Claims  Management  application
                           providing the administration,  estimating,  auditing,
                           appraising and  management of physical  damage repair
                           to vehicles via a network of contracted vendors.
         Customer          The client's insured, or third party claimant.
         Vendor            A  motor  vehicle  repair  facility,  rental  agency,
                           appraiser,   glass   replacement   company,   salvage
                           facility or other facility  providing Vehicle related
                           services.
         Repairs           Physical damage or mechanical repairs of vehicles.
         -------
         Vehicles          As listed on Appendix B.
         --------

2.       Client Agrees To:

     a.   Designate EAUTO as its agent to administer repair appraisals  services
          and procedures on behalf of Client as listed in Appendix A.

     b.   Communicate to EAUTO by way of B2C assignment application (or similar)
          form,  the names,  phone numbers and all pertinent  information on all
          the Client's Customers who have reported an accident and are using the
          eAuto's   member   network  in  order  that  EAUTO  can  follow-up  on
          assignments,  to perform  audit's on network  estimates and provide an
          explanation of the benefits of making use of the B2C system.

<PAGE>

     c.   Assign 600  claims as a minim  number of  monthly  customer  appraisal
          assignments  utilizing  the B2C SYSTEM for  estimating,  auditing  and
          appraisals in all accordance with Appendix A.

     d.   Communicate daily via the B2C "Data Repair Center" to EAUTO, repair or
          denial confirmations for each claim as per Appendix A.


     e.   Pay EAUTO for all  repair  services  rendered  as listed in  Article 4
          (compensation)  within seven (7) days of the invoice  date.  Upon late
          payment of repair  services,  client  agrees to forfeit  earned volume
          discount for those invoices that are not paid.

     f.   Pay EAUTO for all file  management  fees,  minus any  volume  discount
          applicable, for service rendered as listed in Article 4 (compensation)
          within  fifteen 15 days of the  monthly  "batch"  invoice or seven (7)
          days of the individual claim invoice date, as per Appendix A. If EAUTO
          does not receive  payment for repair  services in the  above-mentioned
          time, EAUTO may void any volume discount and at its own discretion and
          charge Client for the entire LAE Expense.

     g.   Hold-harmless  and  indemnify  EAUTO from any claims or judgments as a
          result of EAUTO following the claims or claims auditing guidelines set
          by the Client.  Inclusive  but not  limited to the use of  aftermarket
          parts.

     h.   Not in any way  duplicate  the B2C SYSTEM  provided by EAUTO,  or will
          compensate  EAUTO $100,000 for damages,  unless otherwise agreed to in
          writing.

     i.   Not  demonstrate,  give  access or show the B2C SYSTEM to any  outside
          vendor,  competitor or any non-Client  personnel or Client will accept
          the  responsibility  for damages as set forth in  paragraph  H, unless
          agreed to in writing by EAUTO.

     j.   Non-disclose  any information  regarding the B2C SYSTEM to any outside
          vendors, EAUTO competitors or any non-Client personnel, or Client will
          be held responsible for damages, unless agreed to in writing by EAUTO.

     k.   Use the  application as it is provided and understands and agrees that
          they will not make any changes to the  application and agrees they are
          being  licensed to use the B2C SYSTEM at the SOLE  discretion of EAUTO
          and or as described in this contract.

     l.   Adhere to procedures as set forth in Appendix A.


<PAGE>

3.       EAUTO Agrees To:


     a.   Maintain and make available to Client and its  Customers,  a toll-free
          telephone  number,  which shall be operated by EAUTO  personnel from 8
          a.m. to at least 8 p.m.  (Eastern Standard Time) Monday through Friday
          except for national holidays. It is agreed that EAUTO and Client shall
          amend as necessary.

     b.   Maintain a network of quality  physical damage repair Vendors in those
          states and cities where Client has insured Customers.  In the event no
          Vendor is available to a Customer,  EAUTO shall either obtain a Vendor
          within  twenty-four  (24) hours, or assign the claim to an Independent
          Adjuster,  as agreed to by the  Client,  and  notify the Client of the
          status change via the B2C SYSTEM.

     c.   Monitor all  Vendors  for timely  repairs,  quality  workmanship,  and
          courtesy. Any Vendor not providing consistent quality service shall be
          terminated and replaced with a quality Vendor.

     d.   Make certain that all Vendors maintain legally required  insurance and
          proper  equipment  to serve the  public in the  capacity  of a vehicle
          physical  damage repair facility in the city and state where Vendor is
          located.

     e.   Provide  electronic  audits on all B2C SYSTEM estimates  received from
          Vendors  (except  total  losses).  EAUTO shall obtain an agreed repair
          price from the  network  vendor on  estimates  prior to  approving  or
          seeking repair approval from Client.

     f.   Provide a warranty  on the  quality of all  physical  damage  repairs,
          original equipment  manufactured (OEM) replacement body parts,  labor,
          paint and  materials  shall be  warranted  for as long as the Customer
          owns the Vehicle.  This  warranty is exclusive of normal ware and tear
          on  replacement  parts.  All other  parts  carrier  the normal  market
          warranty.

     g.   Agrees to not in anyway  "Steer" the Clients  customer to use a repair
          shop for the  vehicles  repairs  and to clearly  state to the  Clients
          Customer that they are NOT required to use the B2C SYSTEM vendor.

     h.   Pay all vendors of authorized services  preformed,  in-full within the
          Vendors contracted timeline.

     i.   Obligate  Vendors to provide at least two (2) weeks free  storage when
          necessary to Client and/or Customers.

     j.   EAUTO  agrees to collect a signed  Direction  to Pay from are  vendors
          before repairs begin.


<PAGE>




     k.   Adhere to procedures as set forth in Appendix A.


4.       Compensation

         Client  shall  pay  EAUTO a  contracted  file  management  fee of fifty
         dollars ($50) for each estimate  preformed for the Client that utilizes
         the EAUTO B2C SYSTEM network in accordance with Appendix A.

                  -Should the Clients  Customer  decide to utilize the B2C SYTEM
                  network  vendor for repairs,  the file  management fee will be
                  reduced to twenty-five dollars ($25) per estimate.

                  -Should the Clients  customer decide to utilize the B2C SYSTEM
                  network   vendor  for   repairs  and  the  claim  is  assigned
                  "Approved",  the file  management fee will be reduced from the
                  original  fifty-dollar  ($50)  fee to ten  dollars  ($10)  per
                  estimate.

                  Additional Volume Discounts:

                  The earned  volume  discount  is one's  share of the  discount
                  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  one's  total  claims  submission  from the  previous
                  month.


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


                  Additional Services:

                  Condition Reports for Total Losses       $10.00 per file (plus
                                                            the estimate fees)
                  Desk Audits                              $25.00 per file
                  (Independent adjusters or non-network shops)

<PAGE>


         ALL FILE MANAGEMENT  FEES ARE BASED ON THE CONTRACTED  VOLUME STATED IN
         NUMBER 2, PARAGRPH C.

         Client  shall pay  EAUTO for all  Client  requested  re-inspections  by
         Independent  Adjusters.  Re-inspection fees shall be billed at the pass
         through rate charged by the vendor.

         EAUTO shall invoice  Client on a per file basis for all  repairs/losses
         being  repaired at a B2C SYSTEM network  vendor,  as they are incurred.
         Client shall remit to EAUTO  payment for said invoice  within seven (7)
         days of the invoice date. Upon late payment of repair services,  client
         agrees to forfeit earned volume discount.

         EAUTO will "Batch"  invoice the Client on a monthly  basis for all file
         management  fees  incurred.  EAUTO agrees will apply the earned  volume
         discount on a monthly  basis." , at the clients  request.  Client shall
         remit to EAUTO payment for said invoice within fifteen (15) days of the
         date of the  invoice.  If EAUTO  does not  receive  payment  for repair
         services  in the  above-mentioned  time,  EAUTO  may  void  any  volume
         discount and at its own discretion and charge Client for the entire LAE
         Expense.

         All  payments  to Vendors  for Repairs  shall be  responsible  of EAUTO
         except  Customers  shall be  responsible  for payment of deductible and
         betterments.

         EAUTO shall  "pass-through"  to Client any  Customer  payments  made to
         EAUTO for repairs  planed but NOT preformed as originally  requested by
         the Customer.  It is understood that the Customer may and has the right
         to change their  decision to use a B2C SYTEM network vendor without any
         penalty.  EAUTO shall begin processing any such claim  immediately upon
         discovery.

5.       Confidential Matter

         Client understands that the EAUTO Vendor network is proprietary and has
         incurred  much  expense.  Therefore,  Client  shall  not,  and shall be
         responsible   for   ensuring   that   its   employees,    agents,   and
         representatives shall not, knowingly disclose, reveal, or otherwise use
         for any  purpose  other  than the  limited  purpose of  performing  its
         obligations   under  this  Agreement,   any  information  of  any  type
         concerning EAUTO,  including,  and without  limitation,  any management
         information  or  Vendor  network  or  proprietary  information,  or any
         information  regarding  EAUTO's  practices,   procedures,   strategies,
         organization  or  profits.  If  Client  makes  any  copies  of any such
         information  that is  provided in  documentary  form,  or prepares  any
         notes, memoranda or other documents setting forth the same, all of such
         copies,  notes,  memoranda  other documents and all copies of the same,
         and all  documents  furnished  to Client by EAUTO and all copies of the
         same,  shall be turned over to EAUTO or destroyed  immediately upon the
         termination of this agreement.

<PAGE>


6.       Term

         This Agreement  shall commence on November 1, 2000 and shall  terminate
         at the close of business on October 31, 2001.


7.       Upon Termination

         Client understands that EAUTO's network is unique insofar that no other
         company  has the  identical  network of repair  facilities.  Therefore,
         after  termination  of this  Agreement,  either  for cause or  without,
         Client acknowledges and agrees that Client, its employees,  agents, and
         representatives  shall not knowingly,  for a period of one year, direct
         any of its Customer to any Vendor that is (a) under contract with EAUTO
         and b) located in an area where there are more than five (5) automobile
         body  repairing  and  painting  Vendors  listed in the  "Yellow  Pages"
         distributed in such area.  Except for the Client's current and previous
         Direct Repair Program as listed in Appendix C.

8.       Termination for Cause

         If  either  party  wishes  to  exercise  its  right to  terminate  this
         Agreement  for cause,  such party shall  provide the other party hereto
         with written notice to such effect,  which notice shall be given in the
         same manner as the written  notice  referred to in  paragraph 6 hereof,
         termination  hereof  shall be  effective  thirty  (30) days  after such
         notice has been do deposited.


9.       Exclusivity

         Client  understands that EAUTO is limited with respect to the number of
         insurance companies and/or Third Party  Administrators  (TPA's) that it
         will be  able to  service  by  virtue  of the  capacity  of its  Vendor
         network.  As EAUTO has no  intention  of  overloading  its Vendors to a
         point where quality of service shall be diminished,  EAUTO shall accept
         only that  amount  of  business  its  Vendors  will be able to  service
         properly. Because EAUTO will only solicit a limited number of insurance
         companies,  it will be  foregoing  opportunities  with other  insurance
         companies/TPA's. For this reason, Client agrees that during the term of
         this  Agreement,  Client will not utilize any person or entity relative
         to the B2C application other than EAUTO to perform any actions the same
         as those  contemplated to the performed by EAUTO  hereunder.  This does
         not  relate  to  services   other  than  the  Internet   Direct  Repair
         Application.

<PAGE>

10.      Client Acknowledgment

                  Client  acknowledges  the EAUTO receives fees from its Vendors
                  that participate in its proprietary program. The fees paid may
                  be in a flat  annual  fee,  a fee  based  upon the  volume  of
                  repairs, a fee based upon the dollar value of repairs,  and/or
                  a  monthly  fee  plus a  percentage  of the  dollar  value  of
                  repairs, and/or a monthly fee plus a fee based upon the number
                  of repairs.  Fees  received from  particular  Vendors may vary
                  from time to time.

11.      Governing Law

         The validity,  interpretation and performance of this Agreement will be
         controlled by and construed under the laws of the State of Florida.

12.      Indemnification

         Client  agrees to defend and hold  harmless  EAUTO from and against any
         and all claims, demands,  costs, and liabilities,  including reasonable
         attorney's  fees,  made or  charged  against  EAUTO  and  arising  from
         Client's breach of any of its obligations hereunder.

         EAUTO  agrees to defend and hold  harmless  Client from and against any
         and all claims,  demands,  costs and liabilities,  including reasonable
         attorney's  fees,  made or charged  against  Client that arise from the
         acts of EAUTO and/or its Vendors to the extent that EAUTO and/or Client
         are covered for such claims, demands, costs and liabilities,  including
         reasonable  attorney's  fees, under EAUTO's Errors and Omissions and/or
         Liability insurance policies.

13.      Assignment

         This  Agreement  may not be  assigned  by Client  without  the  written
         consent of EAUTO, which consent shall not be unreasonably withheld.

14.      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.


15.      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


<PAGE>



16.      Notice

         Notices to Client shall be made to the following address:


         Inspire Claims Management, Inc.
         930 Florin Rd.
         Sacramento, CA 95831


         Notices to EAUTO shall be mailed to the following address:

                  eAutoclaims.com
         Attn:    Eric Seidel, President/CEO
                  2708 Alt. 19 North, Suite 604
                  Palm Harbor, Florida  34683



         All notices  required or  permitted  hereunder  shall be in writing and
         shall be deemed to be properly given when personally delivered to EAUTO
         or to any officer or  designated  representative  of EAUTO  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.


17.      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.

         IN WITNESS  WHEREOF,  the parties  hereto have made and  executed  this
         Agreement as of the day and year first above written.


         E.AUTOCLAIMS.COM, CORP.            COMPANY NAME

<TABLE>
<CAPTION>

<S>                                                   <C>
         By:                                                  By:
             ----------------------------------------             ----------------------------------------

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

         Date:                                                Date:
               --------------------------------------               --------------------------------------

</TABLE>

<PAGE>




                                   APPENDIX A

                              B2C SYSTEM PROCEDURE






<PAGE>



                                   APPENDIX B



             VEHICLES THAT CAN BE SERVICED BY OUR REPAIR FACILITIES
             ------------------------------------------------------

     1.   All standard passenger cars.

     2.   All station wagons.

     3.   All sport utility vehicles (Blazer, Broncos)

     4.   Pick-up trucks including  4-wheel drive,  extended cabs, crew cabs and
          long beds up to and including one ton trucks

     5.   All cargo and  passenger  vans  including  extended body and high cube
          vans up to and including one ton vans.



            VEHICLES THAT CANNOT BE SERVICED BY OUR REPAIR FACILITIES
            ---------------------------------------------------------

     1.   All trucks over one ton including fire trucks,  tractors units and box
          trucks.

     2.   All trailers of any type

     3.   All heavy equipment

     4.   Ambulance

     5.   Any vehicle that has been  significantly  modified or customized  that
          does not conform to normal characteristics.