ARTICLES OF MERGER

                                       OF

                              EAUTOCLAIMS.COM INC.
                            (a Delaware corporation)

                                  WITH AND INTO

                         TRANSFORMATION PROCESSING, INC.
                             (a Nevada corporation)

           Pursuant to the provisions of Chapter 92A,  Nevada Revised  Statutes,
the  domestic  corporation  and the foreign  corporation  herein named do hereby
adopt the following Articles of Merger and do hereby certify that:

          1. The name and  state  of  incorporation  of each of the  constituent
corporations of the merger is as follows:

          Name                                       State of Incorporation
          ----                                       ----------------------
          TRANSFORMATION PROCESSING, INC.            Nevada
          EAUTOCLAIMS.COM INC.                       Delaware

          2. A Merger Agreement and Plan of  Reorganization  has been adopted by
TRANSFORMATION PROCESSING, INC. ("Surviving Corporation") and by EAUTOCLAIMS.COM
INC. ("Merged Corporation").

          3. The complete  executed Merger Agreement and Plan of  Reorganization
is on file at the principal place of business of the Surviving Corporation,  the
street address of which is 2708 Alternate U.S. 19 North, Suite 604, Palm Harbor,
Florida 34683.

          4. The merger of the Merged  Corporation  with and into the  Surviving
Corporation  is  permitted  by the laws of the  State of  Delaware  and has been
authorized in compliance with said laws.

          5. The said Merger Agreement and Plan of Reorganization  was submitted
to the stockholders of the Surviving  Corporation  pursuant to the provisions of
Chapter 92A, Nevada Revised Statutes, and the manner of approval thereof by said
stockholders was as follows:

          (i) The number of common stock share votes  entitled to be cast on the
said Merger Agreement and Plan of Reorganization was 4,841,470 and the total
number  of  undisputed  votes  cast for the said  Merger  Agreement  and Plan of
Reorganization by the owners of such common stock was 4,100,000.


<PAGE>

          (ii) The said number of votes cast for the said Merger  Agreement  and
Plan of  Reorganization  was  sufficient  for the  approval  thereof by the said
voting group.

         6. The said Merger Agreement and Plan of Reorganization was approved by
the written consent of the  stockholders of the Merged  Corporation  pursuant to
the applicable provisions of the Delaware General Corporation Law.

         7. Effective upon the filing of these Articles of Merger with the State
of  Nevada,  Article  I of  the  Articles  of  Incorporation  of  the  Surviving
Corporation shall be revised to read in its entirety as follows:

           The name of the Corporation shall be: EAUTOCLAIMS.COM, INC.

         8. All  entities  party to this merger have  complied  with the laws of
their respective jurisdiction of organization concerning this merger.

         9. The Surviving  Corporation  designates the following  address as the
address to which the Nevada  Secretary of State is to mail any process served on
him or her against the entity:  2708  Alternate  U.S. 19 North,  Suite 604, Palm
Harbor, Florida 34683.

         10. The merger herein provided for shall become  effective in the State
of Nevada on the date these  Articles of Merger are duly  accepted for filing in
the State of Nevada.

         IN WITNESS  WHEREOF,  the  undersigned  corporations  have caused these
Articles of Merger to be executed by their respective presidents and attested by
their respective secretaries this 24th day of May, 2000.


TRANSFORMATION PROCESSING, INC.,
a Nevada corporation

By:                                     Attest:
     --------------------                         ------------------------
         President                                       Secretary


EAUTOCLAIMS.COM INC.,
a Delaware corporation

By:                                     Attest:
     -------------------                          ------------------------
         President                                       Secretary


<PAGE>


State of Ontario}

County of Canada}

On May 24, 2000, personally appeared before me

Paul Mighton, who acknowledged that he executed the

above instrument as President of Transformation Processing, Inc., a Nevada

corporation.

                                  -----------------
                                  Notary Public



State of Florida}

County of Pinellas}

On May 30, 2000, personally appeared before me

 Eric Seidel, who acknowledged that he executed the

above instrument as President of Eautoclaims.com Inc., a Delaware corporation.


                                  -----------------
                                  Notary Public


<PAGE>

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/08/2000
                                                             001291013 - 3240941


                              CERTIFICATE OF MERGER

                                       OF

                              EAUTOCLAIMS.COM INC.
                            (a Delaware corporation)

                                  WITH AND INTO

                         TRANSFORMATION PROCESSING, INC.
                             (a Nevada corporation)

                        (Under Section 252 of the General
                    Corporation Law of the State of Delaware)

         The undersigned corporation, organized and existing under and by virtue
of Chapter 78 of the Nevada Revised  Statutes,  files this Certificate of Merger
and does hereby certify:

     FIRST:  That  the  name  and  the  state  of  incorporation  of each of the
constituent corporations of the merger are as follows:

         Name                                       State of Incorporation
         ----                                       ----------------------
         EAUTOCLAIMS.COM INC.                        Delaware
         TRANSFORMATION PROCESSING, INC.             Nevada

     SECOND:  That a Merger  Agreement  and Plan of  Reorganization  dated as of
April 26, 2000,  by and among the parties  thereto has been  approved,  adopted,
certified,  executed and acknowledged by each of the constituent corporations in
accordance  with the laws under which each is formed and, as applicable,  in the
manner as is provided in Section 251 of the General Corporation Law of the State
of Delaware.  Pursuant to said Merger Agreement and Plan of Reorganization,  the
surviving  corporation of the merger shall be Transformation  Processing,  Inc.,
the Nevada corporation (the "Surviving Corporation").

     THIRD:  That  the  name  of  the  Surviving   Corporation,   Transformation
Processing,  Inc.,  shall  be  changed  to  Eautoclaims.com,  Inc.  pursuant  to
applicable  provisions  of the Nevada  Revised  Statutes at the time Articles of
Merger are filed with the State of Nevada.

     FOURTH:  That the Articles of  Incorporation  of the Surviving  Corporation
shall  be  the  Articles  of  Incorporation,   as  amended,   of  Transformation
Processing, Inc., the Nevada corporation.

<PAGE>


     FIFTH:  That the executed Merger Agreement and Plan of Reorganization is on
file at the  principal  office  of the  Surviving  Corporation  located  at 2708
Alternate U.S. 19 North, Suite 604, Palm Harbor, Florida 34683.

     SIXTH: That a copy of the Merger Agreement and Plan of Reorganization  will
be furnished by the Surviving Corporation, upon request and without cost, to any
stockholder of any constituent corporation.

     SEVENTH: The Surviving Corporation agrees that it may be served with
process  in the State of  Delaware  in any  proceeding  for  enforcement  of any
obligation of any constituent  corporation in the State of Delaware,  as well as
for enforcement of any obligation of the Surviving  Corporation arising from the
merger hereunder, including any suit or other proceeding to enforce the right of
any  stockholders as determined in appraisal  proceedings  pursuant to ss.262 of
the Delaware General Corporation Law, and the Surviving Corporation  irrevocably
appoints the  Secretary of State of the State of Delaware as its agent to accept
service  of  process  in any  such  suit or other  proceedings,  a copy of which
process may be mailed to the Surviving  Corporation  at 2708  Alternate  U.S. 19
North, Suite 604, Palm Harbor, Florida 34683.

     EIGHTH:  That this  Certificate of Merger shall be effective as of the date
of filing.

     IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
to be executed by its President  and attested by its Secretary  this 30th day of
May, 2000.


                                              Transformation Processing, Inc.,
                                              a Nevada corporation

                                              By:  /s/ Paul Mighton
                                                  ----------------------
                                                   Paul Mighton
                                                   President

ATTEST:


---------------------
Secretary