MASTER MODIFICATION AGREEMENT
                          -----------------------------

         This  MASTER  MODIFICATION  AGREEMENT  ("Modification   Agreement")  is
effective as of January 12, 2001, by and between eAutoclaims.com, Inc., a Nevada
corporation  ("eAutoclaims")  and Thomson  Kernaghan & Co.,  Ltd., a corporation
organized under the laws of Ontario,  Canada  ("Agent").  Agent is entering into
this  Modification  Agreement  for  itself  and  as  agent  for  the  purchasers
("Purchasers")  of Series A Convertible  Preferred  Stock issued by  eAutoclaims
("Preferred Stock").  eAutoclaims,  Agent and Purchasers are herein collectively
called the "Parties".

                                    RECITALS

         WHEREAS,  eAutoclaims  and Agent  entered into that certain  Securities
Purchase Agreement dated as of June 27, 2000 (the "Purchase Agreement"); and

         WHEREAS,  eAutoclaims  and Agent  entered  into that  certain  Security
Agreement dated as of August 25, 2000 (the "Security Agreement"); and

         WHEREAS,  in  accordance  with the  terms  set  forth  in the  Purchase
Agreement,  eAutoclaims has issued shares of its Preferred Stock and Purchasers'
Warrants  ("Purchaser  Warrants") to each  Purchaser upon each funding under the
Purchase Agreement; and

         WHEREAS, as further required under the Purchase Agreement,  eAutoclaims
and Agent entered into a Registration  Rights  Agreement  dated as of August 25,
2000 pursuant to which  eAutoclaims is obligated to register shares of its $.001
par value common stock underlying the Preferred  Stock, the Purchaser  Warrants,
and the hereinafter described Agent's Warrants ("Registration Agreement"); and

         WHEREAS, in consideration for services performed by the Agent under the
Purchase  Agreement,  eAutoclaims  issued Agent's  Warrants to the Agent ("Agent
Warrants"); and

         WHEREAS,  eAutoclaims intends to file a registration statement with the
Securities and Exchange  Commission to register Units comprised of shares of its
common stock and redeemable common stock purchase warrants ("Units"); and

         WHEREAS,  the Parties  desire to amend  certain  terms of the  Purchase
Agreement,  the Security Agreement,  the Registration  Agreement,  the Purchaser
Warrants,  and the Agent Warrants (such agreements are collectively  referred to
as the "Preferred Stock Agreements"); and

         WHEREAS,  the Parties desire to set forth their agreements with respect
to the  modification  of certain  provisions  included  in the  Preferred  Stock
Agreements.

                                   AGREEMENTS

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Parties hereby agree as follows:

<PAGE>

         1. Lock-Up of Shares,  Shareholder  Action,  and Conditional  Notice of
Conversion.  The Agent  will use its best  efforts to cause  each  Purchaser  to
execute the  Lock-Up  Letter,  Shareholder  Consent  and  Conditional  Notice of
Conversion  in the form  attached  hereto as Exhibit  "A" and will  deliver  the
original executed copy of each such document to eAutoclaims as soon as possible,
but no  later  than  five  business  days  prior  to the  effective  date of the
registration  statement  contemplated  in such  letter.  Pursuant to the Lock-up
Letter,  each  Purchaser  will  agree  to  certain  restrictions  on the sale of
eAutoclaims securities and grant Dirks & Company a right of first refusal to act
as the broker for any shares to be sold  during the periods  specified  therein.
Pursuant  to  the  Shareholder  Consent,  each  Purchaser  will  consent  to the
amendment  of  the  Certificate  of   Designations,   Rights,   Preferences  and
Limitations  of  Series A  Convertible  Preferred  Stock  (the  "Certificate  of
Designations") and the Registration Agreement as described below.

         2. Amendment of Certificate of  Designations,  Rights,  Preferences and
Limitations.  Within  five  business  days  after  the  effective  date  of  the
registration  statement  and  so  long  as  the  Agent  has  delivered  executed
Shareholder  Letters  to  eAutoclaims   representing  approval  of  the  actions
described  therein by a majority of the outstanding  shares of Preferred  Stock,
eAutoclaims will amend the Certificate of Designations,  Rights, Preferences and
Limitations of Series A Convertible  Preferred Stock  constituting a part of its
Articles of Incorporation  (the "Certificate of  Designations").  Such amendment
will delete Section 5(b) of the  Certificate of Designations in the entirety and
replace it with the following:

                  (a)      Conversion  Rate.  Each  share of Series A  Preferred
                           Stock may be  converted  into  6,667  shares of fully
                           paid and non-assessable shares of Common Stock of the
                           Company.

         3. Amendment of Registration  Agreement.  If the registration statement
is declared  effective on or before April 30, 2001, the  Registration  Agreement
will be  automatically  amended on such effective  date by deleting  Section 2.1
thereof in the entirety and replacing it with the following:

                  Section 2.1       Mandatory  Registration.   As  soon  as
                                    reasonably  practicable  after  the  date of
                                    this  Agreement,  the Company  shall prepare
                                    and file with the  Commission a registration
                                    statement  and shall use its best efforts to
                                    have such  registration  statement  declared
                                    effective   by  the   Commission   as   soon
                                    thereafter as reasonably possible.

         4.  Amendment of Agent's  Warrants.  If the  registration  statement is
declared  effective  on or before  April 30, 2001,  the Agent  Warrants  will be
automatically  amended on such  effective  date to provide for an Exercise Price
(as defined in the Agent's Warrants) equal to the lower of the existing exercise
prices of the Purchaser's Warrants and Agent's Warrants or the exercise price of
the warrants included in the Units.

         5. Registration of Shares  Underlying  Preferred Shares. In addition to
the Units, the registration statement will include a sufficient number of shares
of common  stock to fully  register  all shares of common  stock  issuable  upon
conversion  of  Preferred  Shares and exercise of the  Purchaser's  Warrants and
Agent's  Warrants,  assuming that the  Certificate of Designations is amended as
provided in Section 2, above.

         6.  Conforming  Amendments.  Upon  amendment  of  the  Preferred  Stock
Agreements  according to the preceding  provisions of this Agreement,  any other
provision of any Preferred Stock Agreement that conflicts with the terms of this
Modification  Agreement  shall  be  deemed  to  be  modified  or  amended  to be

<PAGE>

consistent  with the terms hereof.  All other  provisions of the Preferred Stock
Agreements shall remain in full force and effect and are unmodified hereby.

         7. Agent's Exclusive Right to Future Equity Line Financing  Agreements.
eAutoclaims  agrees  that  the  Agent  shall  have  the  exclusive  right as the
financing  source for any future  equity line of credit or similar  arrangements
based upon current agreed upon terms as summarized on Exhibit "B."

         8. Sale of Shares. The Agent and the Purchasers shall have the right to
have up to $2,000,000 of  eAutoclaims  common stock owned by the  Purchasers and
Agent sold as part of the Form SB-2 registration statement. Agent shall have the
right to designate each selling  shareholder and the number of shares to be sold
by each selling  shareholder.  The  purchase  price per shall be the same as the
price  set by the  underwriters  for the sale of  shares  of  eAutoclaims,  less
underwriters' discounts and commissions.

         IN WITNESS WHEREOF,  the parties below have executed this  Modification
Agreement, effective as of the date first set forth above.


                                             eAUTOCLAIMS, INC.


                                             By:
                                                  --------------------------
                                                     Eric Seidel, President


                                             THOMSON KERNAGHAN & CO., INC.,
                                             individually and as Agent


                                             By:
                                                  --------------------------
                                                         Gregg Badger
                                                         Senior Vice President

<PAGE>



                                 LOCK-UP LETTER
                                 --------------

To the Board of Directors of eAutoClaims.com, Inc.
2708 Alt. 19 N., Suite 604
Palm Harbor, Florida 34683

Attention:        Eric Seidel, President

Gentlemen:

         By virtue of the execution of this letter  agreement (the  "Agreement")
the  undersigned  individual  and/or entity (the  "Shareholder"),  as record and
beneficial owner of shares of Common Stock, Preferred Stock and/or Warrants (the
"Securities")  of  eAutoClaims.com,  Inc., a Nevada  corporation (the "Company")
hereby represents and warrants to the Company as follows:

          a)   The  undersigned  has full power and authority to enter into this
               Agreement and to restrict the  transferability  and salability of
               the Securities;

          The  Shareholder hereby agrees with the Company as follows:

         Effective as of the close of business on Friday,  January 12, 2001, the
undersigned  Shareholder will not sell any securities of the Company pursuant to
Rule 144 or  otherwise,  for a period of one (1) year after the closing  date of
the  anticipated  secondary  offering  of the  Company  (the  "Offering")  to be
underwritten  by Dirks & Company other than as set forth below,  or as otherwise
agreed to in writing by the Company and Dirks & Company ("Dirks").

         -        From and after  January  12,  2001 to the date that is 30 days
                  after  the  closing  date  of the  Offering,  the  undersigned
                  Shareholder will not sell any Securities,  whether pursuant to
                  Rule 144 or otherwise. Such period is the First Period.

         -        From the last day of the  First  Period  until  the end of the
                  sixth month after the closing of the Offering, the undersigned
                  Shareholder  may sell,  without  the  consent  of Dirks or the
                  Company,  a number of shares equal to 5% of the average  daily
                  trading volume for the month  immediately  preceding the month
                  of sale.  Such period is the Second  Period.  The  undersigned
                  Shareholder  hereby grants Dirks the right of first refusal to
                  purchase any Securities that the  Shareholder  desires to sell
                  during the Second Period.

         -        From the last day of the  Second  Period  until the end of the
                  twelfth  month  after  the  closing  of  the   Offering,   the
                  undersigned Shareholder may sell, without the consent of Dirks
                  or the Company, a number of shares equal to 10% of the average
                  daily trading volume for the month  immediately  preceding the
                  month  of  sale.   Such  period  is  the  Third  Period.   The
                  undersigned Shareholder hereby grants Dirks the right of first
                  refusal  to  purchase  any  Securities  that  the  Shareholder
                  desires to sell during the Third Period.

                  Example: Assume that 2,000,000 shares were traded in the month
prior to a sale during the Second  Period and that there were 20 trading days in
such month. That equals an average of 100,000 shares traded per day.  Therefore,
T.K.  would be entitled to trade 5,000  shares per trading day in the  following

<PAGE>

month,  or a total of 100,000 shares (10,000 per day or 200,000 per month in the
Third  Period).  Dirks will have the right of first refusal to affect either day
trades or block  trades for these  shares.  Dirks  would be required to give the
Shareholders  notice within the first three (3) business days of the  subsequent
month of its  intent to handle  the  trades or pass on the  trades and the trade
shall be executed within the first ___ business day of the subsequent month.

         Nothing in this Agreement  shall,  or shall be deemed to,  restrict the
right of the  Shareholder  to sell all or any portion of the  Securities  to any
other  individual,  firm or  entity  in a private  transaction  exempt  from the
registration  provisions of the Act and pursuant to the terms of a duly executed
investment letter. By virtue of the execution of this Agreement, the Shareholder
acknowledges  his  agreement  and  understanding   that  any  purchaser  of  the
Securities in a private  transaction must execute and deliver to the Shareholder
and the Company,  an investment letter wherein such purchaser agrees to hold the
Securities  for at least  one (1) year  commencing  on the date of such sale and
without the  benefit of any  "tacking"  for any period of time during  which the
Securities were held by the Shareholder.

         This Lock-Up Letter is conditioned upon the Company proceeding with its
proposed public offering.  If the Form SB-2 is not filed by February 15, 2001 or
the Form SB-2 is not declared  effective by April 30, 2001, which includes up to
$2,000,000  of the  Agent's  and  Purchasers'  shares  being sold as part of the
offering, then this Lock-Up Letter shall be null and void.

                                                  Very truly yours,



                                                  -------------------
                                                  Signature

                                                  -------------------
                                                  Print Name


<PAGE>


                              eAUTOCLAIMS.COM, INC.

               SPECIAL CORPORATE ACTIONS BY WRITTEN CONSENT OF THE
            HOLDERS OF SERIES A CONVERTIBLE PREFERRED STOCK INCLUDING
               CERTIFICATION, NOTICE, WAIVER AND POWER OF ATTORNEY

1.   Consents:
     --------

         The  undersigned  holder of Series A Convertible  Preferred  Stock (the
"Series A Stock") of eAutoclaims.com,  Inc. (the "Corporation"), acting pursuant
to  Section  78.320,   Nevada  Revised   Statutes,   hereby  waives  all  formal
requirements,  including the necessity of holding a formal or informal  meeting,
and any  requirements  that notice of such meeting be given, and hereby consents
to the adoption and approval of the following  actions  pursuant to Section 8 of
the  Certificate of  Designations,  Rights,  Preferences  and Limitations of the
Series A Stock (the "Certificate of Designations"):

         WHEREAS,  the  undersigned  Shareholder  deems  it to be  in  the  best
interests of the  Corporation and the holders of Series A Stock to amend certain
provisions of the  Certification  of  Designations  pertaining to the conversion
rights thereof, but only if certain actions, as described below, have been taken
by the Corporation; and

         WHEREAS,  the undersigned  Shareholder  also deems it to be in the best
interests of the  Corporation and the holders of Series A Stock to amend certain
provisions of the Registration  Rights Agreement between the Shareholder and the
Corporation,  but only if certain actions, as described below have been taken by
the Corporation.

                                       I.

         NOW, THEREFORE,  BE IT RESOLVED,  that, the Certificate of Designations
be amended by deleting  Section 5(b)  thereof in the  entirety and  replacing it
with the following:

         (a)      Conversion Rate. Each share of Series A Preferred Stock may be
                  converted  into 6,667 shares of fully paid and  non-assessable
                  shares of Common Stock of the Company.

                                       II.

         NOW, THEREFORE,  BE IT FURTHER RESOLVED,  that, the Registration Rights
Agreement  be amended by  deleting  Section  2.1  thereof  in the  entirety  and
replacing it with the following:

         Section 2.1       Mandatory  Registration.  As soon as  reasonably
                           practicable  after  the date of this  Agreement,  the
                           Company shall prepare and file with the  Commission a
                           registration statement and shall use its best efforts
                           to  have   such   registration   statement   declared
                           effective by the  Commission  as soon  thereafter  as
                           reasonably possible.

<PAGE>

                                      III.

         FURTHER  RESOLVED,  that the Officers of the Corporation be, and hereby
are,  authorized and directed in the Corporation's  name and on its behalf to do
and  perform  all  things  and acts,  and to  execute  and  deliver  or file all
instruments,  certificates and documents,  that such Officers shall determine to
be necessary,  appropriate or desirable to carry out the foregoing  resolutions,
any such  determination to be conclusively  evidenced by the doing or performing
of any such act or thing or the execution and delivery of any such  instruments,
certificate or document.

                                       IV.

         FURTHER RESOLVED,  that so long as the Company files a Form SB-2 before
its proposed secondary offering on or before February 15, 2001 and provided that
the subject registration statement is declared effective by the SEC on or before
April 30, 2001,  then the  undersigned  shareholder  agrees to waive any penalty
provisions  for failure to register  the shares of the  Company's  common  stock
underlying  the  Series A  Preferred  Stock,  Purchaser's  Warrants  or  Agent's
Warrants as required in the Registration Rights Agreement or any other documents
or agreements between the Company and the undersigned.

2.       Power of Attorney
         -----------------

         By  execution  hereof,   the  undersigned   hereby  irrevocably  makes,
designates, constitutes and appoints Thomas Kernaghan & Co., Ltd. acting through
any authorized  officer,  as his true and lawful agent and attorney in fact with
the same power and authority as if the  undersigned  had  personally  acted with
respect to the matter described in Item IV. The undersigned hereby gives to said
agent and attorney in fact full power and authority to extend the date set forth
in said  Item to such  later  date as it, in its sole and  absolute  discretion,
deems  appropriate  and to execute and  deliver  such  forms,  signature  pages,
agreements and other  documents as may be required to accomplish such extension.
The  undersigned  hereby  authorizes said agent and attorney in fact to take any
further  action that the agent or attorney in fact shall  consider  necessary or
convenient in connection with any of the foregoing, hereby giving said agent and
attorney in fact full power and  authority  to do and perform each and every act
and thing  necessary or convenient to be done as fully as might or could be done
if were personally present.  This power of attorney shall be deemed coupled with
an interest,  shall be  irrevocable  and shall survive the death,  incapacity or
bankruptcy of the undersigned.

         This  Action by Written  Consent  is taken  pursuant  to the  authority
conferred  in Section  73.320 of the Nevada  Revised  Statutes.  This  Action by
Written  Consent is one of several  that may be  executed  by the holders of the
Series A Stock,  each of which  shall be  deemed an  original,  but all of which
together with the consents executed by other  stockholders  shall constitute one
and the same instrument.

         The actions  taken by this consent shall have the same force and effect
as if taken by the undersigned at a special  meeting of the  stockholders of the
Corporation,  duly  called  and  constituted  pursuant  to  the  bylaws  of  the
Corporation and the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,   the  undersigned  has  executed  these  Special
Corporate Actions by Written Consent for the purpose of consenting thereto,  and
does hereby affirm that the foregoing are the acts and deeds of the  Corporation
and that the facts stated herein are true.

<PAGE>

SHAREHOLDER:

--------------------------------
Signature

--------------------------------
Print Name


Number of Shares of Series A Stock owned:
                                          ------

Date:                    , 2001
     --------------------


<PAGE>


                                   EXHIBIT "B"
                                   -----------

         We  have  granted  Thomson  Kernaghan  (also  referred  to  as  Initial
Investor)  an  exclusive  right to  provide  and act as agent  for  equity  line
financing arrangements.  The terms of a Securities Purchase Agreement and Equity
Line of Financing  Agreement  have been agreed  upon.  The  Securities  Purchase
Agreement and Equity Line Financing  Agreement are  collectively  referred to as
the "Financing Agreement." The Financing Agreement entitles us to issue and sell
our common stock to the Initial  Investor  for up to an aggregate of  $5,000,000
from time to time during the 24-month period, beginning on the effective date of
a to be filed registration  statement.  Each election by us to sell stock to the
Initial Investor is referred to as a "Put" Right.

Put Rights

         In order to invoke a Put Right, we must have an effective  registration
statement  on file with the SEC  registering  the  resale  of the  shares of our
Common  Stock that may be issued as a result of  exercising  that Put Right.  We
must give at least 15 trading days notice  following  any previous Put Notice to
deliver a Put notice to the Initial  Investor.  The Put Notice will  specify the
investment amount, which shall not exceed the lessor of (A) $500,000 or (B) 150%
of the weighted  volume average for the 20 trading days prior to the notice date
(the "Put Amount") and (ii) shall not be less than $50,000.  The weighted volume
average the product of (A) stock price times (B) the trading volume of our stock
on the  principal  marketing  which it is traded.  The stock  price on any given
trading day is the volume  waited  average  trading  price for our Common  Stock
during such trading day as reported by Bloomberg  Financial  Press. The purchase
price per share of our common stock the Initial  Investor shall pay is an amount
equal to 85% of the simple average of the three lowest closing bid prices of our
common stock over the 10 trading days  beginning on the notice date, as reported
on Bloomberg. Subject to our meeting certain conditions, the Initial Investor is
required to fund and close  within  eleven (11)  trading days of each Put Notice
date.

Conditions

         The Initial  Investor is not required to fund any Puts which causes the
Initial  Investor or its affiliates to  beneficially  own more than 9.99% of our
outstanding  shares of common stock. If we deliver a Put notice that would cause
the Initial Investor to exceed 9.99% of our outstanding  shares of common stock,
we have  agreed to reduce the  amount of the Put Notice so that the 9.99%  limit
will not be exceeded.

         Certain  conditions  apply to our right to issue a Put  Notice  and the
Initial Investor's obligation to purchase our shares of Common Stock,  including
but not limited to:

          (i)  The  registration  statement for the Common Stock  underlying the
               Financing Agreement must remain effective;

          (ii) The  representations,   warranties  and  covenants  made  in  the
               Financing  Agreement by us and the Initial  Investor  must remain
               true;

          (iii) There must be no material adverse change in our business;

          (iv) The weighted average trading volume of our Common Stock for
                  the 10  trading  days  preceding  both  the Put  Date  and the
                  Closing Date with respect to each Put Notice shall be at least
                  100,000;

          (v)  The simple  average of the closing bid price for our Common Stock
               as reported on Bloomberg for the 10 trading days  preceding  both
               the Put Date and the Closing Date must be greater than one dollar
               ($1.00) per share.


<PAGE>

Right of First Refusal

         The Initial  Investor  has a right of first  refusal for a period of 24
months to purchase any proposed offering of our equity securities, including any
convertible  securities or equity line structures or format similar in nature to
the Financing Agreement.  Furthermore,  if we issue any of our equity securities
with a price per shares,  exercise price, or conversion price, for consideration
that is less than the fair market  value of our Common Stock on the date issued,
we are required to issue to the Initial Investor additional shares of our Common
Stock to the  extent  necessary  to lower the  effective  purchase  price by the
Initial  Investor for all shares of our Common  Stock  purchased by that Initial
Investor to the lower of 85% of the  purchase  price for a below market offer or
the purchase original paid by the Initial Investor pursuant to our Put Notices.

Fees and Warrants

         The  Initial  Investor  and  Thomas  Kernaghan  are  also  entitled  to
additional warrants and fees as follows:

         -        Warrants to the  Initial  Investor.  We are  required to issue
                  warrants to the Initial Investor equal to 20% of the number of
                  our shares purchased  pursuant to each Put Right. Each warrant
                  shall bear an  exercise  price per share  equal to 120% of the
                  simple  average of the closing bid prices of our Common  Stock
                  as reported by Bloomberg  for the 5 trading  days  immediately
                  preceding  an  applicable  closing  date.  The  warrants  will
                  provide for cashless exercise at the Initial Investor's option
                  and piggyback registration rights.

         -        Standby fee to the Initial  Investor.  Generally,  the Initial
                  Investor  is  entitled  to a standby  fee equal to one percent
                  (1%) per annum of the undrawn portion of the equity line. Such
                  fees shall be payable in cash or Common Stock, at our option.

         -        Set-up  fee  to the  Agent.  We are  obligated  to pay  Thomas
                  Kernaghan,  as the  agent,  a set-up  fee of  $50,000.  At our
                  option,  we may pay the set-up fee either in cash or shares of
                  our Common Stock based upon a 5 day trading average.

         -        Placement  fee to the Agent.  On the closing  date of each Put
                  Notice, we are required to pay Thomas Kernaghan, as the agent,
                  a fee equal to 8% of the investment amount; provided, however,
                  we are not obligated to pay this placement fee until such time
                  as the  aggregate  amount of the  placement  fees  exceed  the
                  amount of the $50,000 set-up fee.

         -        Warrants to Agent.  On each closing  date we are  obligated to
                  issue to Thomas Kernaghan,  as the agent, warrants to purchase
                  a number  of shares of our  Common  Stock  equal to 10% of the
                  number of shares purchased  pursuant to each Put Notice.  Such
                  warrants  shall bear an  exercise  price  equal to 120% of the
                  simple average of the closing bid price of our Common Stock as
                  reported  on  Bloomberg  for the 5  trading  days  immediately
                  preceding the  applicable  closing date.  These  warrants will
                  contain cashless  exercise and piggyback  registration  rights
                  provisions.

Indemnity

         We are obligated to indemnify the Initial Investor and Thomas Kernaghan
(including their stockholders,  officers, directors,  employees and agents) from
all liability and losses resulting from any  misrepresentations or breaches made
by us in connection with the Financing Agreement or this registration statement.


<PAGE>

Termination

         We and the Initial  Investor  may, by mutual  written  consent,  at any
time,  terminate  the  Financing  Agreement  and any  obligation  by the Initial
Investor to purchase shares of our Common Stock thereunder. The Initial Investor
may terminate this agreement if we breach any of our representations, warranties
or covenants including in the Financing  Agreement,  if there is a change in law
or regulation that makes the provisions of the Financing Agreement or materially
impractical.  The Initial Investor may also terminate the Financing Agreement at
any time after suspension of the availability of this registration statement for
use by the Initial Investor if we so not cure such suspension within 30 days.