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                                                                   Exhibit 10.32

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 6th
day of October 2004 by and between SIDNEY L. KERLEY ("Kerley") and INSURANCE
AUTO AUCTIONS, INC., an Illinois corporation ("Company").

                                    RECITALS

      WHEREAS, the Company desires to maintain the employ of Kerley and Kerley
desires to maintain employment with the Company upon the terms and conditions
set forth below.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:

      1. EMPLOYMENT. The Company hereby employs Kerley, and Kerley hereby
accepts employment with the Company, as Vice President, General Counsel and
Secretary, whose duties include overseeing all general legal matters of the
Company and its affiliated companies. Kerley shall be an executive officer of
the Company and shall be subject to the direction and control of the President
and Chief Executive Officer of the Company and the Board of Directors of the
Company (the "Board"). Kerley shall devote all of his business time and services
to the business and affairs of the Company. Kerley shall also perform such other
executive-level duties consistent with his position as Vice President, General
Counsel and Secretary as may be assigned to him from time to time by the Chief
Executive Officer, including serving as an officer and/or director of the
Company's operating subsidiaries. The duties and services to be performed by
Kerley hereunder shall be substantially rendered at the Company's principal
offices as determined by the Board, except for reasonable travel on the
Company's business incident to the performance of Kerley's duties.

      2. COMPENSATION. As compensation for Kerley's services provided hereunder,
the Company agrees to provide the following compensation:

      2.1. BASE SALARY. While this Agreement is in effect, the Company agrees to
pay to Kerley a base salary at the rate of $120,000 per annum commencing on the
date hereof ("Base Salary"). The Base Salary shall be subject to annual review
by the Board and any committee thereof ("Committee") or the Compensation
Committee and may be increased by the Board in their sole and absolute
discretion but may not be decreased. Such salary shall be payable to Kerley in
such equal periodic payments as the Company generally pays its employees, but in
no event less frequently than monthly.

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      2.2. INCENTIVES. As additional compensation for performance of the
services rendered by Kerley during the term of this Agreement, the Company will
pay to Kerley, in cash, a performance bonus equal to fifty percent (35%) of
Kerley's annual salary based upon the achievement of objectively quantifiable
and measurable goals and objectives which shall be determined, in advance, by
the Compensation Committee of the Board with respect to each fiscal year of the
Company. This amount is hereinafter referred to as "Incentive Compensation."

      2.3. OPTIONS. The Company shall cause the Committee delegated by the Board
to administer the Option Plan (as defined below) to grant to Kerley an option to
purchase 15,000 shares of the Company's common stock (the "Option") in addition
to the options already granted Kerley. The Option shall be granted under the
Company's 2003 Stock Incentive Plan, as may be amended from time to time (the
"Stock Incentive Plan"). The exercise price of the Option granted pursuant to
this Section 2.3 shall be equal to 100% of the fair market value of the common
stock on the close of business on the day that the grant becomes effective,
subject to the vesting and termination provisions as described below. The Option
shall become exercisable in four equal annual installments beginning on the
first anniversary of the grant date, and, except as provided below, shall be
subject to the usual terms and conditions of options issued pursuant to and in
accordance with the Option Plan.

      2.4. BENEFITS. During the term of his employment or for such time as
otherwise provided in this Agreement, Kerley shall be entitled to participate in
such vacation, auto allowance, benefit plans, fringe benefits, life insurance,
medical and dental plans (beginning on the first day of employment), retirement
plans and other programs as are offered from time to time by the Company and are
described in the Company's employee benefit handbooks. Kerley shall be entitled
to four weeks of paid vacation each calendar year, subject to any limitations on
carryover of unused vacation generally applicable to employees. Kerley shall be
authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder. In connection with
expenses pursuant to this Section 2.4, the Company shall reimburse Kerley for
such expenses upon presentation of an itemized account and appropriate
supporting documentation, all in accordance with the Company's generally
applicable policies.

      2.5. INDEMNIFICATION. The Company shall indemnify Kerley in accordance
with the terms of the Company's standard form of Indemnification Agreement.

      3.    TERMINATION.

      3.1. AT WILL NATURE OF EMPLOYMENT. Employment with the Company is not for
a specific term and can be terminated by Kerley or the Company at any time for
any reason, with or without cause. Any contrary representations that may have
been made or that may be made to Kerley are superseded by this Agreement. In
addition, this Agreement shall terminate by reason of Kerley's death or the
substantial inability of Kerley, by reason of physical or mental illness or
accident, to perform his regular responsibilities hereunder indefinitely or for
a period of one hundred eighty (180) days (a "Disability").

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      3.2. COMPANY'S OBLIGATIONS ON TERMINATION APART FROM A CHANGE OF CONTROL.

            (a) NO OBLIGATIONS OTHER THAN AS REQUIRED BY LAW FOR VOLUNTARY
TERMINATION OR CAUSE. The Company shall have no obligations to pay Kerley any
severance payments or continue to cover Kerley and/or his beneficiaries under
the Company's health plan (other than as required by law) if this Agreement is
terminated for any of the following reasons:

                  (i) VOLUNTARY TERMINATION. Kerley voluntarily terminates this
            Agreement; or

                  (ii) CAUSE. The Company terminates Kerley's employment at any
            time during the term of this Agreement for Cause. For purposes of
            this Agreement, "Cause" shall mean:

                        (A) the willful and continued failure of Kerley to
                  perform substantially his duties with the Company or one of
                  its affiliates (other than any such failure resulting from
                  incapacity due to medically documented illness or injury), 30
                  days after a written demand for substantial performance is
                  delivered to Kerley by the Board which specifically identifies
                  the manner in which the Board believes that Kerley has not
                  substantially performed his duties; or

                        (B) the willful engaging by Kerley in illegal conduct or
                  misconduct which is injurious to the Company,

            in each case as determined in the good faith opinion of the Board.

            (b) DEATH AND DISABILITY OBLIGATIONS. If this Agreement is
terminated due to death or Disability, the Company shall pay to Kerley (or his
legal representatives as the case may be) the specific obligations as set forth
below:

                  (i) DEATH. Kerley's employment shall terminate automatically
            upon Kerley's death. If Kerley's employment under this Agreement is
            terminated by reason of his death, the Company's sole obligation to
            Kerley's legal representatives shall be to pay or cause to be paid,
            within thirty (30) days of the Date of Termination (as hereinafter
            defined), to such person or persons as Kerley shall have designated
            for that purpose in a notice filed with the Company, or, if no such
            person shall have been so designated, to his estate, the amount of
            Kerley's Accrued Obligations (as hereinafter defined). Any amounts
            payable under this Section 3.2(b)(i) shall be exclusive of and in
            addition to any payments or benefits which Kerley's widow,
            beneficiaries or estate may be entitled to receive pursuant to any
            pension plan, profit sharing plan, any employee benefit plan, equity
            incentive plan or life insurance policy maintained by the Company.

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                  (ii) DISABILITY. If the Disability of Kerley occurs, the
            Company may give to Kerley written notice in accordance with Section
            6.1 of this Agreement of its intention to terminate Kerley's
            employment. In such event, Kerley's employment with the Company
            shall terminate effective on the 30th day after receipt of such
            notice by Kerley (the "Disability Effective Date"), unless within
            the 30-day period after such receipt, Kerley returns to full-time
            performance of his duties. The Company's sole obligation to Kerley
            shall be payment of Accrued Obligations (as hereinafter defined) and
            the timely payment or provision of other benefits, including
            disability and other benefits provided by the Company to disabled
            executives and/or their families in accordance with such Company
            plans, programs, practices and policies relating to disability, if
            any.

            (c) OBLIGATIONS FOR ALL OTHER TERMINATION REASONS. For any other
reason, upon the termination of this Agreement and Kerley's employment hereunder
apart from a Change of Control, the Company shall pay to Kerley an amount equal
to the sum of (i) Kerley's annual base salary at the time Kerley's employment is
terminated; plus (ii) Kerley's average annual bonus received over the eight (8)
fiscal quarters of the Company immediately preceding Company's fiscal quarter
during which Kerley's employment is terminated, without exceeding Kerley's
target bonus for Company's fiscal year during which Kerley's employment is
terminated, provided, however, that Kerley shall receive his target bonus if he
is terminated within his first eight (8) fiscal quarters with the Company; plus
(iii) Kerley's auto allowance for the Company's fiscal year during which
Kerley's employment is terminated. In addition, the Company shall provide, at
Company's expense, continued coverage for Kerley and his beneficiaries for a
period extending through the earlier of the date Kerley begins any subsequent
full-time employment for pay and the date that is one (1) year after Kerley's
termination of employment, under the Company's health plan covering Kerley and
Kerley's beneficiaries, provided that Kerley properly elects coverage pursuant
to Title I, Part 6 of the Employee Retirement Income Security Act of 1974, as
amended ("COBRA").

      3.3.  COMPANY'S OBLIGATIONS ON TERMINATION DUE TO A CHANGE OF CONTROL.

            (a)   DEFINITIONS.

                  (i)   For purposes of this Agreement, a "Change of Control"
                        shall mean:

                        (A) the acquisition by any individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")) (for the purposes of this Section 3.3, a "Person") of
                  beneficial ownership (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act) of 50% or more of the
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided, however, that for purposes of this subsection (a),
                  any acquisition by any employee benefit plan (or related

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                  trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company shall not constitute a
                  Change of Control; or

                        (B) individuals who, as of the date hereof, constitute
                  the Board (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual (other than an individual whose
                  initial assumption of office occurs as a result of an actual
                  or threatened solicitation of proxies or consents by or on
                  behalf of a Person other than the Board) who becomes a
                  director subsequent to the date hereof whose election or
                  nomination for election was approved by a vote of at least a
                  majority of the directors then comprising the Incumbent Board
                  shall be considered as though such individual were a member of
                  the Incumbent Board; or

                        (C) consummation of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company (a "Business
                  Combination") unless, following such Business Combination, (i)
                  all or substantially all of the individuals and entities who
                  were the beneficial owners of the Outstanding Company Voting
                  Securities immediately prior to such Business Combination
                  beneficially own, directly or indirectly, more than 50% of the
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation which as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  Outstanding Company Voting Securities and (ii) at least a
                  majority of the members of the board of directors of the
                  corporation resulting from such Business Combination were
                  members of the Incumbent Board at the time of the execution of
                  the initial agreement, or of the action of the Board,
                  providing for such Business Combination; or

                        (D) approval by the shareholders of the Company of a
                  complete liquidation or dissolution of the Company.

                  (ii) For purposes of this Agreement, "affiliated companies"
            shall include any company controlled by, controlling or under common
            control with the Company.

                  (iii) For purposes of this Agreement, "Involuntary
            Termination" shall mean Kerley's voluntary termination following (A)
            a change in Kerley's position with the Company which materially
            reduces Kerley's level of responsibility, (B) a reduction in
            Kerley's Base Salary, or (C) a change in Kerley's place of

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            employment, which is more than seventy-five (75) miles from Kerley's
            place of employment prior to the change, provided and only if such
            change or reduction is effected without Kerley's written
            concurrence.

                  (iv) For purposes of this Agreement, "Date of Termination"
            shall mean (A) if Kerley's employment is terminated by the Company
            for Cause, or by Kerley, the date of receipt of the Notice of
            Termination or any later date specified therein, as the case may be,
            (B) if Kerley's employment is terminated by the Company for other
            than for Cause or Disability, the date on which the Company notifies
            Kerley of such termination and (C) if Kerley's employment is
            terminated by reason of death or Disability, the date of death of
            Kerley or the Disability Effective Date, as the case may be.

                  (v) For purposes of this Agreement, "Accrued Obligations"
            shall mean the sum of (A) Kerley's Base Salary through the Date of
            Termination to the extent not theretofore paid, (B)the greater of
            (I) the product of (x) any Incentive Compensation paid to or
            deferred by Kerley for the fiscal year preceding the fiscal year in
            which Kerley's Date of Termination occurs (annualized in the event
            that Kerley was not employed by the Company for the whole of such
            fiscal year) and (y) a fraction, the numerator of which is the
            number of days in the current fiscal year through the Date of
            Termination, and the denominator of which is 365 and (II) the
            average of the past three (3) years' annual bonuses, provided,
            however, that Kerley shall receive his target bonus if he is
            terminated within his first eight (8) fiscal quarters with the
            Company (such greater amount being the "Highest Annual Bonus") and
            (C) any compensation previously deferred by Kerley (together with
            any accrued interest or earnings thereon) and any accrued vacation
            pay, in each case to the extent not theretofore paid.
            Notwithstanding the foregoing, in no event will Kerley be entitled
            to a duplication of any Incentive Compensation payments.

            (b) SEVERANCE BENEFITS FOR TERMINATION WITHIN TWO (2) YEARS OF A
CHANGE OF CONTROL. If Kerley's employment with the Company terminates by reason
of Kerley's Involuntary Termination (as defined in Section 3.3(a)(iii) above) or
termination by the Company without Cause (as defined in Section 3.2(a)(ii))
above) within two (2) years of the effective date of the Change of Control,
Kerley shall be entitled to receive the following:

                  (i) Company shall continue to pay Kerley an amount equal to
            150% of the sum of (A) Kerley's Base Salary and (B) his Highest
            Annual Bonus;

                  (ii) Company shall pay Kerley any Accrued Obligations; and

                  (iii) Company shall also provide, at its expense, continued
            coverage of Kerley and Kerley's beneficiaries for eighteen (18)
            months after the Date of Termination or until Kerley commences any
            full-time employment, whichever comes first, under the Company's
            health plan covering Kerley and Kerley's beneficiaries, provided,
            however, that Kerley properly elects coverage pursuant to COBRA.

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            (c) SEVERANCE BENEFITS FOR TERMINATION AFTER THE SECOND YEAR
FOLLOWING A CHANGE OF Control. If Kerley is terminated after the second year
following a Change of Control, the Company's obligations are as set forth in
Section 3.2 of this Agreement.

            (d) STOCK OPTIONS AFTER A CHANGE OF CONTROL. Subject to Section 2.3
of this Agreement, all Kerley's outstanding stock options to purchase Company
common stock shall accelerate and become fully exercisable.

      3.4. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY; EXCISE TAX GROSS-UP. A
"Gross-Up Payment" (as defined below) shall be made to Kerley when payments of
compensation payable to Kerley on termination of employment in connection with a
Change of Control, including, without limitation, the vesting of an option or
other non-cash benefit or property, whether pursuant to the terms of any
applicable plan, arrangement or agreement with the Company or any of its
affiliated companies (the "Total Payments") would trigger a tax imposed on
Kerley under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Excise Tax").

      For purposes hereof, the Gross-Up Payment shall mean a payment to Kerley
in such amount as is necessary to ensure that the net amount retained by Kerley,
after reduction for any Excise Tax (including any penalties or interest thereon)
on the Total Payments and any federal, state and local income or employment tax
and Excise Tax on the Gross-Up Payment provided for by this Section 3.4, but
before reduction for any federal, state or local income or employment tax on the
Total Payments, shall be equal to the Total Payments.

      3.5. EXCLUSIVE BENEFITS. If more than one benefit due to termination
becomes payable under Sections 3.2 or 3.3, the greatest of such benefits shall
become payable to the exclusion of all other such benefits and shall be in lieu
of any other severance or similar benefits that would otherwise be payable under
any other agreement, plan, program or policy of the Company. Notwithstanding
anything in the prior sentence to the contrary, Kerley shall be entitled to
benefits and incentives under all benefit plans and equity incentive plans,
policies and programs (except as expressly excluded herein, including, without
limitation, Section 2.3 of this Agreement) according to the terms of such
benefit plans and equity incentive plans, policies and programs as in effect
from time to time, including any acceleration of vesting provisions in the
Company's option plans, including any benefits under the Executive Severance
Plan for Officers.

      4. INVENTIONS AND CREATIONS. Kerley agrees that all inventions,
discoveries, improvements, ideas and other contributions (collectively
"Inventions") whether or not copyrighted or copyrightable, patented or
patentable, or otherwise protectable in law, which are conceived, made,
developed or acquired by Kerley, either individually or jointly, during his
employment with the Company or any of its subsidiaries, and which relate in any
manner to the business of the Company or any of its subsidiaries, shall belong
to the Company and Kerley does hereby assign and transfer to the Company his
entire right, title and interest in the Inventions. Kerley agrees to promptly
and fully disclose the Inventions to the Company, in writing if requested by the
Company, and to execute and deliver any and all lawful application, assignment

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and other documents which the Company requests for protecting the Inventions in
the United States or any other country. The Company shall have the full and sole
power to prosecute such applications and to take all other action concerning the
Inventions, and Kerley will cooperate fully within a lawful manner, at the
expense of the Company, in the preparation and prosecution of all such
applications and in any legal actions and proceedings concerning the Inventions.
The provisions of this Section 4 shall survive the termination of this
Agreement.

      5. NON-COMPETITION; NON-SOLICITATION; CONFIDENTIAL INFORMATION.

      5.1. NON-COMPETITION AGREEMENT. Kerley hereby acknowledges and agrees that
the Company actively engages in its business throughout all of North America.
Accordingly, Kerley agrees that during the Non-Competition Period (as defined
below), Kerley will not, directly or indirectly, whether as a partner, officer,
shareholder, advisor, employee or otherwise, promote, participate, become
employed by, or engage in any activity or other business similar to the
Company's business or any entity engaged in a business competitive with the
Company's business in any state within the United States as well as in Canada or
Mexico. If Kerley fails to comply with the provisions of this Section 5.1, the
Company may, in addition to pursuing all other remedies available to the Company
under law or in equity as a result of such breach, cease payment of all
severance benefits under Section 3. For purposes hereof, "Non-Competition
Period" shall mean the period commencing on the date hereof and ending eighteen
(18) months after the later of the termination of Kerley's employment hereunder
or Kerley's submission of his resignation, or removal of Kerley as Vice
President, Corporate Counsel and Assistant Secretary of the Company and the
Company's payment and provision of Change of Control severance benefits pursuant
to Section 3.3.

      5.2. NON-SOLICITATION AGREEMENT. During the term of this Agreement and for
a period of eighteen (18) months thereafter, Kerley shall not, directly or
indirectly, individually or on behalf of any Person (as defined below) solicit,
aid or induce (a) any then current employee of the Company to leave the Company
in order to accept employment with or render services for Kerley or such Person
or (b) any customer, client, vendor, lender, supplier or sales representative of
the Company or similar persons engaged in business with the Company to
discontinue the relationship or reduce the amount of business done with the
Company. "Person" means any individual, a partnership, a corporation, an
association, a limited liability company, a joint stock company, a trust, a
joint venture, an unincorporated organization, a governmental entity, or any
department, agency or political subdivision thereof, or an accrediting body.

      5.3. CONFIDENTIAL INFORMATION. Kerley acknowledges and agrees that he is
in possession of and will be exposed to during the course of, and incident to,
his employment by and affiliations with the Company, Confidential Information
(as defined herein) relating to the Company and its affiliated companies. For
purposes hereof, "Confidential Information" shall mean all proprietary or
confidential information concerning the business, finances, financial
statements, properties and operations of the Company and its affiliated
companies, including, without limitation, all customer and prospective customer
and supplier lists, know-how, trade secrets, business and marketing plans,
techniques, forecasts, projections, budgets, unpublished financial statements,
price lists, costs, computer programs, source and object codes, algorithms,

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data, and other original works of authorship, along with all information
received from third parties and held in confidence by the Company and its
affiliated companies (including, without limitation, personnel files and
employee records). During the Non-Competition Period and at all times
thereafter, Kerley will hold the Confidential Information in the strictest
confidence and will not disclose or make use of (directly or indirectly) the
Confidential Information or any portion thereof to or on behalf of himself or
any third party except (a) as required in the performance of his duties as an
employee, director or shareholder of the Company, (b) as required by the order
of any court or similar tribunal or any other governmental body or agency of
appropriate jurisdiction; provided, that Kerley shall, to the extent
practicable, give the Company prior written notice of any such disclosure and
shall cooperate with the Company in obtaining a protective order or such similar
protection as the Company may deem appropriate to preserve the confidential
nature of such information. The foregoing obligations to maintain the
Confidential Information shall not apply to any Confidential Information which
is or, without any action by Kerley, becomes generally available to the public.
Upon termination of any employment or consulting relationship between the
Company and Kerley, Kerley shall promptly return to the Company all physical
embodiments of the Confidential Information (regardless of form or medium) in
the possession of or under the control of Kerley.

      5.4. SCOPE OF RESTRICTION. The parties have attempted to limit the scope
of the covenants set forth in Section 5 to the extent necessary. The parties
recognize, however, that reasonable people may differ in making such
determination. Consequently, the parties hereby agree that if the scope and
duration of such covenants would, but for this provision, be deemed by a court
of competent authority to be unreasonable or otherwise unenforceable, such court
may modify such covenants to the extent that such court determines to be
necessary in order to grant enforcement thereof as so modified.

      5.5. REMEDIES. The parties hereto recognize that the Company will suffer
irreparable injury in the event of a breach of the terms of Section 5 by Kerley.
In the event of a breach of the terms of Section 5, the Company shall be
entitled, in addition to any other remedies and damages available and without
proof of monetary or immediate damage, to a temporary and/or permanent
injunction, without the necessity of posting a bond, to restrain the violation
of Section 5 by Kerley or any Persons acting for or in concert with him. Such
remedy, however, shall be cumulative and nonexclusive and shall be in addition
to any other remedy which the parties may have.

      5.6. COMMON LAW OF TORTS OR TRADE SECRETS. The parties agree that nothing
in this Agreement shall be construed to limit or negate the common law of torts
or trade secrets where it provides the Company with broader protection than that
provided herein.

      5.7. SURVIVAL OF SECTION 5. The provisions of Section 5 shall survive the
termination of Kerley's employment and the termination of this Agreement.

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      6.    GENERAL PROVISIONS.

      6.1. NOTICES. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid), sent by facsimile (with copy sent via another method approved herein),
or mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to the Company and to Kerley at the addresses indicated below:

      If to the Company:            Insurance Auto Auctions, Inc.
                                    Two Westchester Center
                                    Suite 500
                                    Westchester, Illinois 60154
                                    Phone: 708-492-7000
                                    Fax: 708-492-7078
                                    Attention: President & CEO

      With copies to:               Katten Muchin Zavis
                                    525 West Monroe Street, Suite 1600
                                    Chicago, Illinois 60661
                                    Phone: 312-902-5267
                                    Fax: 312-577-8885
                                    Attention: Herbert Wander, Esq.

      If to Kerley:                  Sidney L. Kerley
                                    30 East Huron Street
                                    Unit 4507
                                    Chicago, Illinois 60611
                                    Phone:   312-643-5755
                                    Fax:

      With copies to:               ________________________________
                                    ________________________________
                                    ________________________________
                                    ________________________________

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

      6.2. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein,
this Agreement embodies the complete agreement and understanding among the
parties and

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supersede and preempt any prior understandings, agreements or representations by
or among the parties, written or oral, which may have related to the subject
matter hereof in any way.

      6.3. SUCCESSORS AND ASSIGNS. All covenants and agreements contained in
this Agreement by or on behalf of either party hereto shall bind such party and
its heirs, legal representatives, successors and assigns and inure to the
benefit of the other party hereto and their heirs, legal representatives,
successors and assigns.

      6.4. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by the laws
of the State of Illinois without giving effect to the provisions thereof
regarding conflict of laws.

      6.5. RESOLUTION OF DISPUTES; ARBITRATION. Should a dispute arise
concerning this Agreement, its interpretation or termination, or Kerley's
employment with the Company, either party may request a conference with the
other party to this Agreement and the parties shall meet to attempt to resolve
the dispute. Failing such resolution within thirty (30) days of ether party's
request for a conference, the Company and Kerley shall endeavor to select an
arbitrator who shall hear the dispute. In the event the parties are unable to
agree on an arbitrator, Kerley and Company shall request the American
Arbitration Association ("AAA") to submit a list of nine (9) names of persons
who could serve as an arbitrator. The Company and Kerley shall alternately
remove names from this list (beginning with the party which wins a flip of a
coin) until one person remains and this person shall serve as the impartial
arbitrator. The arbitration shall be conducted in accordance with the National
Rules for the Resolution of Employment Disputes as promulgated by the AAA. The
decision of the arbitrator shall be final and binding on both parties. Each
party shall bear equally all costs of the arbitrator.

      The arbitrator shall only have authority to interpret, apply or determine
compliance with the provisions set forth in this Agreement, but shall not have
the authority to add to, detract from or otherwise alter the language of this
Agreement.

      6.6. REPRESENTATIONS OF KERLEY. Kerley hereby represents and warrants to
the Company that his execution, delivery and performance of this agreement will
not violate or result in any breach of any agreement, contract, understanding or
written policy to which Kerley is subject as a result of any prior employment,
any investment or otherwise. Kerley is not subject to any agreement, contract or
understanding which in any way restricts or limits his ability to accept
employment with the Company or perform the services contemplated herein.

      6.7. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

      6.8. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

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      6.9. AMENDMENTS AND WAIVERS. No modification, amendment or waiver of any
provisions of this Agreement shall be effective unless approved in writing by
each of the parties hereto. The Company's failure at any time to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and will not affect the right of the Company to enforce each and
every provision hereof in accordance with its terms.

      6.10. NON-ASSIGNMENT. This Agreement shall not be assigned by Kerley.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                 INSURANCE AUTO AUCTIONS, INC.

                                 By: /s/ Thomas C. O'Brien
                                     ------------------------------------------
                                 Name: Thomas C. O'Brien
                                 Title: President and Chief Executive Officer

                                        /s/Sidney L. Kerley
                                        ---------------------------------------
                                        SIDNEY L. KERLEY

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