BRICKS TO CLICKS SERVICE & LICENSING AGREEMENT

Agreement made as of _______________ (Date) between EACC claims.com, Inc. (eacc)
with offices located at 2708 Alt. 19 North, Suite 604, Palm Harbor,  Florida and
_____________________________________   ("Client")   with  offices   located  at
__________________________________________________________________________
___________________________.

As follows:

Whereas EACC provides certain online application claims management  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 and whereas
Client is engaged in the business of providing  physical damage insurance to its
Customers, FACC and client agree as follows:

1.       Definitions:
         -----------

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

         B2C               SYSTEM BRICKS TO CLICKS  SYSTEM-  EACC'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  EACC as its  agent  to  administer  repair  appraisals
               services and procedures on behalf of Client as listed in Appendix
               A.

          b.   Communicate  to EACC  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 EACC's member  network in order that
               EACC can  follow-up  on all  assignments,  to perform  audit's on
               network  estimates and provide an  explanation of the benefits of
               making use of the B2C system.

          c.   Assign  _______________  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 EACC,
               repair or denial confirmations for each claim as per Appendix A.

          e.   Pay EACC for all repair services  rendered as listed in Article 4
               (compensation) within seven (7) days of the invoice date.


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          f.   Pay EACC for all file  management  fees 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.

          g.   Hold-harmless  and indemnify EACC from any claims or judgments as
               a  result  of  EACC  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 EACC, or will
               compensate  EACC  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 I-L unless agreed to in writing by EACC.

          j.   Not-disclose  any  information  regarding  the B2C  SYSTEM to any
               outside vendors, EACC competitors or any non-Client personnel, or
               Client will be held responsible for damages,  unless agreed to in
               writing by EACC.

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

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

3.       EACC Agrees To:
         --------------

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

          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, EACC 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).  EACC 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
               wear and tear on  replacement  parts.  All other  parts carry the
               normal market warranty.

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

          h.   Pay ail vendors for 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.   Adhere to procedures as set forth in Appendix A.

4.       Compensation
         ------------

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

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

          o    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 fifteen dollars ($15) per estimate.

         ALL FILE  MANAGEMENT  FEES ARE BASED ON THE  CONTRACTED  VOLUME  STATED
         NUMBER 2, PARAGRAPH C. NON-COMPLIANCE WILL RESULT IN AN ADDITIONAL FILE
         MAN AGENT FEE OF FINE DOLLARS ($.5) PER FILE.

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

         EACC 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 EACC payment.  for said invoice  within seven (7)
         days of the invoice date.

         EACC will  "Batch"  invoice the Client on a monthly  basis for all file
         management fees incurred, at the clients request. Client shall remit to
         EACC payment for said invoice  within  fifteen (15) days of the date of
         the invoice.

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

         EACC shall  "pass-through" to the Clients Customer any payments made to
         EACC 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 SYSTEM network vendor without any
         penalty.  EACC shall begin  processing any such claim  immediately upon
         discovery.

5.       Confidential Matter
         -------------------

         Client  understands that the EACC 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  EACC,  including,  and without  limitation,  any management
         information  or  Vendor  network  or  proprietary  information,  or any
         information   regarding  EACC's  practices,   procedures,   strategies,
         organization  or  profits.  If  Client  makes  any  copies  of any such

                                       3
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         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 EACC and all  copies of the
         same,  shall be turned over to EACC or destroyed  immediately  upon the
         termination of this agreement.

6.       Term
         ----

         This Agreement shall commence on  ________________  and shall terminate
         at the close of business on _________________________.  However, during
         the first  ninety  (90) days of the term  hereof the Client or EACC may
         terminate  this  agreement for any reason  whatsoever,  and whether for
         cause or without.  However, during the initial term of ninety (90) days
         Client  shall,  on a best  effort  basis,  refer to EACC a  minimum  of
         ____________________  (___) claims per business day.  After the initial
         ninety (90) day period expires, Client agrees that it shall utilize the
         EACC B2C SYSTEM for the remainder of this agreement and for the minimum
         monthly number of claims as earlier  stated.  If either party wishes to
         exercise  its right to  terminate  this  Agreement  during the  initial
         ninety (9(i) day period of the term hereof,  such party must deliver to
         the other party written notice to such effect In order to be effective,
         such notice must be delivered by US mail postage  paid,  certified  and
         return  receipt  requested,  and  must be  deposited  in the mail on or
         before the  ninety-first  (91) day of the term  hereof (the date hereof
         being the  purposes of making such  determination  the first day of the
         term hereof). Termination hereof shall be effective five (5) days after
         such notice has been so deposited in the. mail.

         Except as provided in Article 8, if notice of  termination is not given
         by either party during the initial ninety (90) day period in the manner
         set forth in the preceding  paragraph,  the  Agreement  shall remain in
         full force and effect for its full term.

7.       Upon Termination
         ----------------

         Client  understands that EACC'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 EACC
         and b) located in an area where there are more than fare (5) automobile
         body  repairing  and  painting  Vendors  listed in the  "Yellow  Pages"
         distributed in such area.

8.       Termination for Cause
         ---------------------

         Either party may terminate  this  Agreement  for cause.  Cause shall be
         defined  as the  other  party  not  performing  any of its  obligations
         hereunder  within 10 days  after  receipt of a default  notice.  In any
         event  neither party hereto shall  intentionally  attempt to impede the
         performance hereunder of the other party hereto.

         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,
         and termination  hereof shall be effective fifteen (15) days after such
         notice has been so deposited.

9.       Exclusivity
         -----------

         Client  understands  that EACC is limited with respect to the number of
         instance  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 EACC has no intention of overloading its Vendors to a point
         where  quality of service shall be  diminished,  EACC shall accept only
         that amount of business its Vendors  will be able to service  properly.
         Bemuse EACC 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 other than
         EACC to perform any actions that are the same as those  contemplated to
         the performed by EACC hereunder.

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<PAGE>


10.      Client Acknowledgment
         ---------------------

         Client  acknowledges  the FACC  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  F-ACC from and against any
         and all claims, demands,  costs, and liabilities,  including reasonable
         attorney's fees, made or charged against EACC and arising from Client's
         breach of any of its obligations hereunder.

         EACC 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 F-ACC  and/or its  Vendors  only to the extent that EACC and/or
         Client are covered for such  claims,  demands,  costs and  liabilities,
         including reasonable attorney's fees, under EACC's then current Efforts
         and Omissions and/or Liability  insurance  policies.  EACC s&-at not be
         liable for any other damages.

13.      Assignment
         ----------

         This  Agreement  may not be  assigned  by Client  without  the  written
         consent of EACC, 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

16.      Notice
         ------

         Notices to Client shall be made to the following address:

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

         Notices to EACC shall be mailed to the following address:

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<PAGE>


                  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 a
         party  or to  any  officer  or  designated  representative  of a  party
         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 then.-of is sought.

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

EAUTOCLAIMS.COM, INC.                       COMPANY NAME
By:      _______________________________    By:      ___________________________
Title:   _______________________________    Title:   ___________________________
Date:    _______________________________    Date:    ___________________________



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                                   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 VAX

3.   All heavy equipment

4.   Ambulance

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