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

         This  RESTATED  MASTER   MODIFICATION   AGREEMENT  (the   "Modification
Agreement")  is  effective  as of May 4, 2001,  by and between  eAUTOCLAIMS.COM,
INC., a Nevada corporation  ("eAutoclaims"),  CALP II, LP ("CALP II"), GOVERNORS
ROAD, LLC,  ("Governors Road, and together with CALP II, the "Purchasers"),  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  of Series A  Convertible  Preferred
Stock issued by eAutoclaims  (the  "Preferred  Stock").  eAutoclaims,  Agent and
Purchasers are herein collectively called the "Parties".

                                R E C I T A L S:

         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  has filed a registration  statement on Form SB-2
(the  "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  previously  entered  into that  certain  Master
Modification  Agreement  effective  January  12,  2001,  and a Letter  Agreement
effective April 27, 2001, which modified in certain respects the Preferred Stock
Agreements; and

<PAGE>

         WHEREAS, the purpose of this Modification  Agreement is to set forth in
one  document  the  current   arrangements  and   understandings  by  and  among
eAutoclaims, the Agent and Purchasers as it relates to the Preferred Stock; and

         WHEREAS,   eAutoclaims  has  requested  that  Governors  Road  fund  an
additional  $500,000 as bridge financing  through the closing of the anticipated
public offering as evidenced by the Binding Bridge  Financing Term Sheet, a copy
of which is  attached  as  Exhibit  "A" and the terms of which are  incorporated
herein by reference; and

         WHEREAS,  Governors  Road wishes to purchase 100 shares of  eAutoclaims
Preferred  Stock upon the terms and subject to the  conditions set forth in this
Agreement and the Purchase; and

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

                              A G R E E M E N T S:

         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:

     1.  Lock-Up  of  Shares.   Contemporaneous   with  the  execution  of  this
Modification  Agreement,  each  Purchaser  shall execute a Lock-Up Letter in the
form attached hereto as Exhibit "B" and deliver the original  executed  document
to  eAutoclaims  as soon as possible,  but no later than five (5) business  days
prior to the effective date of the Registration Statement. Each Purchaser hereby
consents to such  amendments to (i) the  Certificate  of  Designations,  Rights,
Preferences  and  Limitations  of  Series A  Convertible  Preferred  Stock  (the
"Certificate of  Designations")  and (ii) the  Registration  Rights Agreement as
described in Sections 4 and 5 below.

     2. Lock-Up Shares To be Released for Sale.  Notwithstanding  the foregoing,
the Parties agree that up to 200,000 shares of eAutoclaims' common stock held by
either of Dominion  Capital,  Ltd. or Southshore  Capital Fund,  Ltd.  otherwise
subject to the terms of the Lock-Up  Letter will be  permitted to be sold at the
rate equal to ten percent (10%) of the prior day's  average  daily  volume,  and
will be freely tradable without  restriction or further  registration  under the
Securities Act. .

     3. Amendment to Purchase  Agreement.  Section 3.1 of the Purchase Agreement
is amended to increase the number of Preferred Shares issuable eAutoclaims under
the Purchase Agreement from 500 shares to 600 shares.

     4. Amendment of Certificate of Designations. Within three (3) business days
after  funding,  eAutoclaims  shall  amend and file with the  appropriate  state
authorities the Certificate of Designations as follows:

     (a)  Section  1 shall be  amended  to  increase  the  number  of  shares of
          Preferred Stock from 500 to 600 shares.

                                       2
<PAGE>


     (b)  Section  5(b)(ii)  shall be revised to indicate  that through June 30,
          2001 each share of Preferred  Stock may be converted into 6,667 shares
          of fully  paid and  non-assessable  shares  of  common  stock.  If the
          currently pending Registration  Statement is not declared effective by
          June 30,  2001,  the  conversion  price  shall equal the lesser of (i)
          sixty-two and one-half  cents  ($0.625) or (ii)  seventy-five  percent
          (75%) of the average of the  closing  bid prices for the common  stock
          for  the  three  (3)  lowest  trading  days  out  of the  twenty  (20)
          consecutive trading days immediately preceding the date of conversion,
          as  reported  on the  National  Association  of  Security  Dealers OTC
          Bulletin Board Market (or such other National  Securities  Exchange or
          market on which the common stock may trade at such time).

     (c)  A  new  Section  12  shall  be  added  entitled   "Special   Mandatory
          Redemption",  which will  provide  that the  Company is  obligated  to
          redeem the one hundred (100) shares of Preferred Stock being purchased
          by Governors Road pursuant to the Binding Bridge  Financing Term Sheet
          at one hundred  twenty  percent  (120%) of the face amount ($6,000 per
          share of Preferred Stock), plus accrued interest,  upon the earlier of
          August 15, 2001 or the  closing of the  Company's  anticipated  public
          offering under cover of the  Registration  Statement  underwritten  by
          Dirks & Company.  If the Company does not redeem the one hundred (100)
          shares of Preferred  Stock  acquired by Governors Road pursuant to the
          Binding Bridge  Financing Term Sheet for any reason,  then the amended
          conversion  features set forth in revised Section 5(b)(ii) above shall
          apply.

     5.  Funding  Mechanics.  $400,000  of the  funding  will occur in the first
traunch.  After the Certificate of Designation is filed, the remaining  $100,000
shall be funded within 2 business  days.  This funding  mechanism is required to
that eAuto will have  designated a sufficient  number of Preferred  Shares as of
the date of each funding.

     6. Amendment of Registration  Rights Agreement.  The penalty  provisions of
Article 2 of the Registration Rights Agreement are amended as follows:

     Section 2.1    The penalty provisions contained in this section for failure
                    to register  underlying  shares on a timely basis are waived
                    subject to the eAutoclaims making a cash payment of $280,000
                    to the  Purchasers  on or before June 30, 2001. In the event
                    this cash  payment is not made on or before  June 30,  2001,
                    then the  penalty  provisions  for  failure to register on a
                    timely basis shall apply on a retroactive  basis  commencing
                    on April 30, 2001.

     7. Amendment of Agent's Warrants. If the Registration Statement is declared
effective,  the Agent Warrants and Purchasers'  Warrants shall be  automatically
amended on such  effective  date to provide for an Exercise Price (as defined in
the Agent's and  Purchaser's  Warrants)  equal to the lower of (i) the  existing
exercise  prices of the  Purchaser's  Warrants and Agent's  Warrants or (ii) the
lowest exercise price of the warrants included in the Units.

                                       3
<PAGE>


     8.  Registration of Shares  Underlying  Preferred Stock. 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  Stock and  exercise of the  Purchaser's  Warrants and
Agent's  Warrants,  provided  however,  that the  Certificate of Designations is
amended as provided in Section 4 above.

     9. Conforming Amendments.  Upon amendment of the Preferred Stock Agreements
according to the preceding provisions of this Modification 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
consistent  with the terms hereof.  All other  provisions of the Preferred Stock
Agreements shall remain in full force and effect and are unmodified hereby.

     10. 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 "C."

     11.  Termination of Lock-Up Letters.  If the Registration  Statement is not
declared  effective  by June 30,  2001,  then the  Lock-Up  Agreements  shall be
terminated and of no further force and effect.

     12. Issuance of Additional  Shares to CALP II.  eAutoclaims  agrees that as
additional  consideration  for  extending  the  terms  of  the  original  Master
Modification  Agreement,  eAutoclaims  shall issue to CALP II 24,500  additional
shares of common stock at the closing of the underwriting.  The Purchasers agree
to waive any requirement  that $2,000,000 of their common shares be sold as part
of the underwriting.

     13.  Issuance of  Preferred  Stock  Certificate.  Contemporaneous  with the
execution of this Modification  Agreement,  (i) Markland shall assign,  transfer
and deliver 100 shares of Preferred  Stock to Governors Road through one or more
certificates.

     14.  Conversion Limit. The Purchasers shall not convert any Preferred Stock
if the effective  conversion increases their beneficial ownership in eAutoclaims
securities  greater than 9.9%. All remaining  shares of Preferred  Stock will be
converted at such time as the total  amount of  outstanding  Preferred  Stock is
less than $250,000 (i.e., 50 shares).

     15. Greenfield Fee. eAutoclaims shall pay to Greenfield Investments the sum
of $50,000, as consideration for its investment banking services to eAutoclaims,
within three (3) days after funding.

     16.  Release by  eAutoclaims.  eAutoclaims,  as well as its  successors and
assigns (the collectively, the "Releasing Parties"), hereby forever releases and
discharges the Purchasers,  Southridge Capital Management, LLC and Agent as well
as their officers, directors,  members, partners, attorneys,  employees, agents,
managers, representatives,  successors and assigns, in both their individual and
representation capacities  (collectively,  the "Released Parties"), from any and
all actions, causes of action,  obligations,  bad faith claims, costs, expenses,
attorney's  fees,  damages,  claims,   liabilities  and  demands  of  whatsoever
character,  nature and kind,  whether in  contract  or tort,  known or  unknown,
suspected  or  unsuspected,  which the  Releasing  Parties  now may own or hold,
against the Released Parties, directly or indirectly, deriving from, related to,
connected  with  or  incidental  to  the  execution  and   performance  of  this
Modification  Agreement,  the Preferred Stock Agreements and the $500,000 bridge
loan financing.

                                       4
<PAGE>


     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



                                CALP II, LP



                                By:
                                    --------------------------------
                                As:
                                    --------------------------------



                                GOVERNORS ROAD, LLC



                                By:
                                    --------------------------------
                                As:
                                    --------------------------------

                                       5
<PAGE>



                                   EXHIBIT "A"

                              eAUTOCLAIMS.COM, INC.
                       BINDING BRIDGE FINANCING TERM SHEET
                        $500,000 SERIES A PREFERRED STOCK
                                       BY
                               GOVERNORS ROAD, LLC


Issuer:                                 eAutoclaims.com, Inc. ("eAuto")

Purchaser:                              Governors Road, LLC ("Governors Road")

Securities:                             Series A Preferred Stock

Amount:                                 $500,000

Special Redemption Right:
                                        eAuto and  Governor's  Road  agree  that
                                        eAuto shall be  obligated  to redeem the
                                        Series A Preferred Stock issued pursuant
                                        to  this  Binding  Bridge  Funding  Term
                                        Sheet  upon the  earlier  of August  15,
                                        2001 or the  closing of  eAuto's  public
                                        offering   underwritten   by   Dirks   &
                                        Company,  Inc.  at  a  redemption  price
                                        equal  to  120%  of  the   face   amount
                                        ($600,000) plus accrued interest.

Conversion Rights in the
Event of Non-Redemption:
                                        If eAuto  does not  redeem  the Series A
                                        Preferred Stock for any reason, then the
                                        Series  A  Preferred  Stock  shall  have
                                        those   rights   and    preferences   as
                                        described  in  the  Master  Modification
                                        Agreement   and  related   Amendment  by
                                        Letter  Agreement  dated April 27, 2001.
                                        The  conversion  price  of the  Series A
                                        Preferred  Stock  shall be reduced  from
                                        $.75 to the  lesser or 75% of the market
                                        value  at the  time of  conversion  of a
                                        share  of  Series A  Preferred  Stock or
                                        62.5 cents.

Registration Rights:
                                        eAuto  will  include  the  Common  Stock
                                        underlying the Series A Preferred  Stock
                                        and related  warrants issued pursuant to
                                        this   Term   Sheet  in   eAuto's   next
                                        amendment   to  Form   SB-2,   presently
                                        pending with the SEC.

Warrants:
                                        Purchaser  Warrants  will be issued with
                                        the same  terms  and  conditions  as the
                                        existing   Purchaser's   Warrants.   The
                                        exercise   price   of  the   Purchaser's
                                        Warrants  will be reset to the  lower of
                                        the current exercise price or the lowest
                                        exercise price of the warrants  included
                                        in the Units, which is currently $4.00.

Lock-Up Arrangements:
                                        The  current  lock-up  arrangements  for
                                        Selling  Shareholders  as  described  in
                                        Amendment No. 1 to Form SB-2 shall apply
                                        (copy  attached - page 53),  except that
                                        200,000 shares of stock will be released
                                        from the lock up and be  permitted to be
                                        sold at a rate equal to 10% of the prior
                                        day's average daily volume.

Investment Banking Fee:
                                        $50,000,     payable    to    Greenfield
                                        Investments.

                                       6
<PAGE>

Other Undertakings:
                                        To the extent applicable, the provisions
                                        under the caption  "Master  Modification
                                        Agreement  and  Related   Amendment"  in
                                        Amendment  No. to Form SB-2 shall  apply
                                        (copy attached - page 50).

Other Covenants:

                                        eAuto will  prepare  such  documents  as
                                        required by counsel to  Governors  Road.
                                        eAuto shall be responsible for attorneys
                                        fees and costs of Governor  Road.  It is
                                        anticipated    that    the    definitive
                                        documents   will   include  but  not  be
                                        limited to the following:

                                        o         Amendment      to      current
                                                  Designation     Rights     and
                                                  Preferences    of   Series   A
                                                  Preferred Stock.

                                        o         Issuance of Series A Preferred
                                                  Stock Certificate.

                                        o         Escrow of common shares.

                                        o         Issuance     of      Purchaser
                                                  Warrants.

                                        o         Such   other    documents   as
                                                  reasonably     requested    by
                                                  counsel to Governors Road.

Funding:
                                        Governors  Road agrees to wire  transfer
                                        eAuto  $500,000  upon  execution   final
                                        documentation  acceptable  to counsel to
                                        Governors Road, receipt in escrow of the
                                        Series A  Preferred  Stock  Certificate,
                                        and  execution  of this  Binding  Bridge
                                        Funding  Term Sheet.  This Term Sheet is
                                        intended   to  be  a   legally   binding
                                        contract  between   Governors  Road  and
                                        eAuto. eAuto will expeditiously  proceed
                                        to prepare final documents in accordance
                                        with   the   provisions    required   by
                                        Governors Road and its counsel.


                                        eAUTOCLAIMS.COM, INC.


                                        By:
                                        ----------------------------------------
                                        Print Name:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------


                                        GOVERNORS ROAD, LLC


                                        By:
                                        ----------------------------------------
                                        Print Name:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------

                                       7
<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.

                                       8
<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:

         o        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.

         o        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.

         o        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.

         o        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.

         o        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.

                                       9
<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.


                                       10
<PAGE>



                                   EXHIBIT "C"

                                 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").

         o        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.

         o        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.

         o        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.

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<PAGE>


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  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 7 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.

                  If the Form SB-2 is not  declared  effective by June 30, 2001,
which includes the common shares  underlying the Preferred  Shares and Warrants,
then this Lock-Up Letter shall be null and void.

                                Very truly yours,



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

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




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