eAUTOCLAIMS.COM
                      AGREEMENT WITH DOMINION CAPITAL FUND


         This Agreement With Certain  Securities  Holders (this  "Agreement") is
made  effective  as of May 31,  2000  (the  "Effective  Date"),  by and  between
eAutoclaims.com (the "Company"), a Nevada corporation, and Dominion Capital Fund
(the "Securities Holder").

                                    Recitals
                                    --------

         This  Agreement  is made  with  reference  to the  following  facts and
         circumstances:

         (a)  Securities  Holder  owns  shares  of the  Company's  common  stock
         ("Common Stock").

         (b)  Securities  Holder  also  owns  shares of the  Company's  Series A
         Convertible  Preferred  Stock,  $.001 par value  per share  ("Series  A
         Convertible   Preferred").   The  Series  A  Convertible  Preferred  is
         convertible into shares of Common Stock.

         (c)   Securities   Holder  holds   warrants   (each  a  "Warrant"   and
         collectively, the "Warrants") to purchase shares of Common Stock.

         (d) At the time  that  the  Company  issued  securities  to  Securities
         Holder,  the Company and  Securities  Holder  intended  and agreed that
         Securities   Holder  was  acquiring  those   securities  as  a  passive
         investment  only, and that  Securities  Holder was not acquiring  those
         securities  for the  purpose  or with the intent of having the power to
         control  the  Company,  as the term  "control"  is  defined  under  the
         Securities  Act of 1933,  as amended (the  "Securities  Act"),  and the
         rules and regulations (collectively, the "Rules") of the Securities and
         Exchange  Commission (the "SEC"),  or to obtain Company  information by
         reason of its ownership of those securities.  Accordingly,  the Company
         and Securities  Holder agreed that Securities Holder would not have the
         ability  to  acquire  an  amount  of  Common  Stock  that  would  cause
         Securities  Holder to be deemed to beneficially own (as defined in Rule
         13d-3  under  the  Exchange  Act)  __%  or  more  of the  Common  Stock
         outstanding from time to time.

         In order to further evidence and document their purposes and intent set
forth in the foregoing  recitals,  the Company and Securities Holder have agreed
as follows:

1.  Restrictions on Right and Power to Acquire Common Stock.

         1.1.  Any  provision  in the  Series A  Convertible  Preferred,  or any
Warrant,  or any other  document  to the  contrary  notwithstanding,  Securities
Holder shall not have the right or power,  directly or indirectly,  either alone
or in concert  with  others,  to (i) convert  any share of Series B  Convertible
Preferred,  or (ii) exercise any Warrant,  or (iii)  exercise any other right or
power to acquire Common Stock,  and any attempt to exercise any of the foregoing
rights or powers  shall be null and void,  if,  after having given effect to the
exercise of that right or power,  Securities  Holder shall be or shall be deemed
to beneficially  own (as defined in Rule 13d-3 under the Exchange Act) more than
4.99% of the then outstanding Common Stock.

<PAGE>

         1.2. To the extent the limitation contained in Section 1.1 applies, the
determination  of whether  Series A  Convertible  Preferred  or the Warrants are
convertible or exercisable,  respectively (in relation to other securities owned
by Securities Holder) and of which portion of such securities are convertible or
exercisable  shall be in the  sole  discretion  of  Securities  Holder,  and the
submission  of a  conversion  notice  or  any  Warrant  shall  be  deemed  to be
Securities Holder's  determination of whether such securities are convertible or
exercisable (in relation to other securities owned by Securities  Holder) and of
which portion of such securities are  convertible or  exercisable,  in each case
subject to such aggregate percentage  limitation,  and the Company shall have no
obligation  to verify or confirm  the  accuracy of such  determination.  Nothing
contained  herein shall be deemed to restrict the right of Securities  Holder to
convert Series A Convertible Preferred,  or to exercise any Warrant at such time
as such  conversion or such exercise will not violate the  provisions of Section
1.1.

2.  Governing  Law.  This  Agreement  shall be  governed by and  interpreted  in
accordance  with  the laws of the  State of  Nevada,  without  reference  to its
principles of conflicts of laws.

3. Amendments. Any amendments to this Agreement must be made in writing and duly
executed by an authorized representative of each of the parties.

4. Counterparts.  This Agreement may be executed in counterparts,  each of which
shall be deemed an original,  and all such counterparts shall constitute but one
instrument.


         Each party has caused this  Agreement to be duly executed on its behalf
as of the date first written above.

eAutoclaims.com, Inc.


By _________________________



Dominion Capital Fund


By: _______________________