CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                             FOR NEVADA PROFIT CORPORATIONS

            (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: eAutoclaims.com, Inc.

2. The undersigned does hereby certify that on the ____ day of ______________,
2004, the Board of Directors did hereby consent to adopt a resolution to amend
its Articles of Incorporation, as follows:.

                                ARTICLE I. NAME

                  The name of this corporation is eAutoclaims, Inc.

                           ARTICLE IV. AUTHORIZED SHARES

     The Corporation is authorized to issue a total of 105,000,000 shares
consisting of 5,000,000 shares of preferred stock having a par value of $0.001
per share and 100,000,000 shares of common stock having a par value of $0.001
per share. The powers, preferences, rights, qualifications, limitations, or
restrictions of the shares of stock of each class and series which the
Corporation is authorized to issue, is as follows:


     (a) Preferred Stock. Shares of Preferred Stock may be issued from time to
time in one or more series as may be determined by the board of directors. Each
series shall be distinctly designated. All shares of any one series of the
Preferred Stock shall be alike in every particular, except that there may be
different dates from which dividends thereon, if any, shall be cumulative, if
made cumulative. The powers, preferences, participating, optional, and other
rights of each such series and the qualifications, limitations, or restrictions
thereof, if any, may differ from those of any and all other series at any time
outstanding. Except as hereinafter provided, the board of directors of this
Corporation is hereby expressly granted authority to fix by resolution or
resolutions adopted prior to the issuance of any shares of each particular
series of preferred Stock, the designation, powers, preferences, and relative
participating, optional, and other rights, and the qualifications, limitations,
and restrictions thereof, if any, of such series, including, without limiting
the generality of the foregoing the following:


        (i) The distinctive designation of, and the number of shares of
Preferred Stock which shall constitute, each series, which number may be
increased (except as otherwise fixed by the board of directors) or decreased
(but not below the number of shares thereof outstanding) from time to time by
action of the board of directors;


        (ii) The rate and times at which, and the terms and conditions upon
which dividends, if any, on shares of the series shall be paid, the extent of
preferences or relations, if any, of such dividends to the dividends payable on
any other class or classes of stock of the Corporation or on any series of
Preferred Stock and whether such dividends shall be cumulative or
non-cumulative;


        (iii) The right, if any, of the holders of shares of the same series to
convert the same into, or exchange the same for any other class or classes of
the Corporation and the terms and conditions of such conversion or exchange;

<PAGE>

        (iv) Whether shares of the series shall be subject to redemption, and
the redemption price or prices including, without limitation, a redemption price
or prices payable in shares of any class or classes of stock of the Corporation,
cash or other property and the time or times at which, and the terms and
conditions on which, shares of the series may be redeemed;


        (v) The rights, if any, of the holders of shares of the series upon
voluntary or involuntary liquidation, merger, consolidation, distribution, or
sale of assets, dissolution, or winding up of the Corporation


        (vi) The terms of any sinking fund or redemption or purchase account, if
any, to be provided for shares of the series; and


        (vii) The voting powers, if any, of the holders of shares of the series
which may, without limiting the generality of the foregoing, include (A) the
right to more or less than one vote per share on any or all matters voted on by
the shareholders, and (B) the right to vote as a series by itself or together
with other series of preferred Stock or together with all series of Preferred
Stock as a class, on such matters, under such circumstances, and on such
conditions as the board of directors may fix, including, without limitation, the
right, voting as a series by itself or together with other series of Preferred
Stock or together with all series of Preferred Stock as a class, to elect one or
more directors of the Corporation in the event there shall have been a default
in the payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and on such conditions as the board of directors
my determine.


     (b) Common Stock. The Common Stock shall have the following powers, rights,
qualifications, limitations and restrictions.


        (i) After the requirements with respect to preferential dividends on
Preferred Stock, if any, shall have been met and after the Corporation shall
comply with all the requirements, if any, with respect to the setting aside of
funds as sinking funds or redemption or purchase accounts and subject further to
any other conditions which may be required by the laws of the state of Nevada,
then, but not otherwise, the holders of Common Stock shall be entitled to
receive such dividends, if any, as may be declared from time to time by the
board of directors;


        (ii) After distribution in full of the preferential amount to be
distributed to the holders of Preferred Stock, if any, in the event of voluntary
or involuntary liquidation, distribution or sale of assets, dissolution, or
winding up of the Corporation, the holders of the Common Stock shall be entitled
to receive all the remaining assets of the Corporation, tangible and intangible,
of whatever kind available for distribution to stockholders, ratably in
proportion to the number of shares of the Common Stock held by each; and


        (iii) Except as may otherwise be required by law or these articles of
incorporation, in all matters as to which the vote or consent of stockholders of
the Corporation shall be required or be taken, including, any vote to amend the
articles of incorporation to increase or decrease the par value of any class of
stock, effect a stock split or combination of shares, or alter or change the
powers, preferences, or special rights of any class or series of stock, the
holders of the Common Stock shall have one vote per share of Common Stock on all
such matters and shall not have the right to cumulate their votes for any
purpose.

<PAGE>

     (c) Other Provisions.


        (i) The board of directors of the Corporation shall have authority to
authorize the issuance, from time to time without any vote or other action by
the stockholders of any or all shares of the Corporation of any class at any
time authorized, and any securities convertible into or exchangeable for such
shares, in each case to such persons and for such consideration and on such
terms as the board of directors from time to time in its discretion lawfully may
determine; provided, however, that the consideration for the issuance of shares
of stock of the Corporation having par value shall not be less than such par
value. Shares so issued, for which the full consideration determined by the
board of directors has been paid to the Corporation, shall be fully paid stock,
and the holders of such stock shall not be liable for any further call or
assessment thereon.


        (ii) Unless otherwise provided in the resolution of the board of
directors providing for the issue of any series of Preferred Stock, no holder of
shares of any class of the Corporation or of any security or obligation
convertible into, or of any warrant, option, or right to purchase, subscribe
for, or otherwise acquire, shares of any class of the Corporation. whether now
or hereafter authorized, shall, as such holder, have any preemptive right
whatsoever to purchase, subscribe for, or otherwise acquire shares of any class
of the Corporation, whether now or hereafter authorized.


        (iii) Anything herein contained to the contrary notwithstanding, any and
all right, title, interest and claim in and to any dividends declared or other
distributions made by the Corporation, whether in cash, stock, or otherwise,
which are unclaimed by the stockholder entitled thereto for a period of six
years after the close of business on the payment date, shall be and be deemed to
be extinguished and abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation, its transfer agents or other
agents or depositories, shall at such time become the absolute property of the
Corporation, free and clear of any and all claims of any person whatsoever.


        (iv) The Corporation expressly elects not to be governed by the
provisions of sections 78.378 to 78.3793, inclusive, and sections 78.411 to
78.115, inclusive, of the Nevada Revised Statutes, including any amended or
successor provision thereto, which provisions shall not apply to the Corporation
or any of its Stockholders.

4. These amended articles have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.


DATED:  ______________________

                                        ------------------------------
                                         ERIC SEIDEL, PRESIDENT
MTC/ej/322422.02