SECURITY AGREEMENT

         This  SECURITY   AGREEMENT,   PLEDGE  AND  ASSIGNMENT  (this  "Security
Agreement")  dated and effective as of June 27, 2000 (the "Effective  Date"), is
made by eAutoclaims.com  Corporation (the "Company"),  a Nevada corporation,  as
the debtor,  to Thomson  Kernaghan & Co.  Limited (the "Agent") as agent for the
Purchasers named in the Securities  Purchase Agreement (as hereinafter  defined,
as the secured parties, in connection with the Securities Purchase Agreement.

         PRELIMINARY STATEMENTS:

         (1) The  Company  and the  Purchasers  have  made  and  entered  into a
Securities Purchase Agreement (as it now exists or subsequently may be modified,
the  "Securities  Purchase  Agreement")  effective as of the Effective Date. The
Company  will  derive   substantial   direct  and  indirect   benefit  from  the
transactions contemplated by the Securities Purchase Agreement.

         (2) It is a condition precedent to the Purchasers  purchasing Preferred
Shares under the Securities  Purchase Agreement that the Company shall have made
the pledge and granted the assignment and security interest contemplated by this
Security Agreement.

         (3) All  capitalized  terms  used  but  not  defined  in this  Security
Agreement  shall have the meanings  ascribed to them in the Securities  Purchase
Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the  Purchasers  to purchase  Preferred  Shares  under the  Securities  Purchase
Agreement, the Company hereby agrees with the Purchasers as follows:

         Section 1.01.  Pledge,  Assignment  and Grant of Security.  The Company
hereby assigns and pledges and delivers to the Agent, for the ratable benefit of
the Purchasers,  and hereby grants to the Purchasers a security  interest in all
of the Company's right, title and interest in and to the following,  whether now
owned or hereafter acquired (the "Collateral"):

         (1)  225,000 shares of the Company's common stock, $.001 par value per
share ("Common Stock"); and

         (2) such additional shares of Common Stock as the Company shall deliver
to the Agent as Collateral pursuant to the Securities Purchase Agreement.

The Company hereby  acknowledges  that as security for the Company's  prompt and
full performance of its obligations under the Securities  Purchase Agreement and
the other  Transaction  Documents,  the Company is obligated  to issue,  assign,
pledge  and  deliver  to the  Agent,  for  the  benefit  of the  Agent  and  the
Purchasers, Two Hundred Twenty Five Thousand shares of Common Stock for each 200
Preferred  Shares or portion thereof issued pursuant to the Securities  Purchase
Agreement.


         Section 2.01.  Delivery of Collateral.  All certificates or instruments
representing  or evidencing the Collateral  shall be delivered to and held by or
on behalf of the Agent and shall be in suitable  form for  transfer by delivery,
or shall be accompanied  by duly executed  instruments of transfer or assignment
in blank,  all in form and substance  satisfactory to the Agent. The Agent shall
have the right, at any time in its discretion and without notice to the Company,
to transfer to or to register  any or all of the  Collateral  in the name of the
Agent or any of its nominees. In addition, the Agent shall have the right at any
time  to  exchange  certificates  or  instruments   representing  or  evidencing
Collateral for certificates or instruments of smaller or larger denominations.


<PAGE>

         Section 3.01. Security for Obligations. This Security Agreement secures
the prompt and full payment and  performance  of all  obligations of the Company
now or hereafter existing under the Securities  Purchase Agreement and the other
Transaction  Documents,  including  the  payment  of fees,  dividends,  damages,
expenses,  or otherwise,  and including  all  obligations  of the Company now or
hereafter   existing   under  this   Security   Agreement   (collectively,   the
"Obligations").  Without limiting the generality of the foregoing, this Security
Agreement  secures  the  payment of all  amounts  which  constitute  part of the
Obligations and would be owed by the Company to the Purchasers  under any of the
Transaction  Documents  but for the  fact  that  they are  unenforceable  or not
allowable  owing to the  existence  of  bankruptcy,  reorganization,  or similar
proceedings involving the Company.

         Section 4.01. Representations and Warranties. The Company represents
and warrants as follows:

         (1) The  Company is the legal and  beneficial  owner of the  Collateral
free and clear of any Lien  except  for the  security  interest  created by this
Security Agreement

         (2) The shares of Common Stock  constituting  the Collateral  have been
duly authorized and validly issued, and are fully paid and nonassessable.

         (3)  This  Security  Agreement  creates  a valid  and  perfected  first
priority  security  interest  in the  Collateral,  securing  the  payment of the
Obligations, and all filings and other actions necessary or desirable to perfect
and protect such security interest have been duly taken.

         (4) The Company is a corporation duly  incorporated,  validly existing,
and in good standing under the laws of the  jurisdiction  of its  incorporation;
has the  corporate  power and  authority  to own its assets and to transact  its
business,  and is duly  qualified  and in good  standing  under the laws of each
jurisdiction in which qualification is required.

         (5) The  execution  and  performance  by the  Company of this  Security
Agreement have been duly authorized by all necessary corporate action and do not
and will not (a) require any consent or approval of the Company's  stockholders;
(b) contravene the Company's charter or bylaws; (c) violate any provision of any
law, rule, or  regulation;  or (d) result in a breach of or constitute a default
under  any  indenture  or loan or  Securities  Purchase  Agreement  or any other
agreement,  lease,  or instrument to which the Company is a party or by which it
or its properties may be bound or affected.

         (6) This Security Agreement is the legal, valid, and binding obligation
of the Company,  enforceable in accordance with its respective terms,  except to
the  extent  that such  enforcement  may be limited  by  applicable  bankruptcy,
insolvency, and other similar laws affecting creditors' rights generally.

         (7) No  consent  of any other  person or entity  and no  authorization,
approval,  or other action by, and no notice to or filing with, any governmental
authority  or  regulatory  body is required (a) for the pledge by the Company of
the Collateral pursuant to this Security Agreement, for the grant by the Company
of the  assignment  and security  interest  granted hereby or for the execution,
delivery,  or performance of this Security Agreement by the Company; (b) for the
perfection  or  maintenance  of the pledge,  assignment,  and security  interest
created hereby (including the first priority nature of such pledge,  assignment,
and security interest);  or (c) for the exercise by the Purchasers of the voting
or other  rights  provided  for in this  Security  Agreement  or the remedies in
respect of the Collateral  pursuant to this Security Agreement (except as may be
required in connection  with the disposition of any portion of the Collateral by
laws affecting the offering and sale of securities generally).

<PAGE>

         (8) There are no  conditions  precedent  to the  effectiveness  of this
Security Agreement that have not been satisfied or waived.

         (9) The Company has,  independently and without reliance upon the Agent
or the Purchasers  and based on such documents and  information as it has deemed
appropriate,  made its own  credit  analysis  and  decision  to enter  into this
Security Agreement.

         Section 5.01. Further Assurances.

         (1) The Company  agrees  that from time to time,  at the expense of the
Company,  the Company will promptly execute and deliver all further  instruments
and documents,  and take all further action, that may be necessary or desirable,
or that the Purchasers may reasonably  request,  in order to perfect and protect
any pledge,  assignment or security  interest granted or purported to be granted
hereby or to enable  the  Purchasers  to  exercise  and  enforce  its rights and
remedies  hereunder  with  respect  to  any  Collateral.  Without  limiting  the
generality of the foregoing, the Company will execute and file such financing or
continuation  statements,  or amendments thereto,  and such other instruments or
notices, as may be necessary or desirable,  or as the Purchasers may request, in
order to perfect and preserve  the pledge,  assignment,  and  security  interest
granted or purported to be granted hereby.

         (2) The Company  hereby  authorizes  the Purchasers to file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Collateral  without the signature of the Company where permitted
by law. A photocopy  or other  reproduction  of this  Security  Agreement or any
financing  statement  covering  the  Collateral  or any  part  thereof  shall be
sufficient as a financing statement where permitted by law.

         (3) The  Company  will  furnish  to the  Purchasers  from  time to time
statements and schedules  further  identifying and describing the Collateral and
such other  reports in connection  with the  Collateral  as the  Purchasers  may
reasonably request, all in reasonable detail.

         Section 6.01. Transfers and Other Liens; Additional Shares.

         (1) The  Company  shall not (a) sell,  assign (by  operation  of law or
otherwise), or otherwise dispose of, or grant any option with respect to, any of
the  Collateral,  or (b) create or permit to exist any Lien upon or with respect
to any of the Collateral,  except for the security  interest under this Security
Agreement.

         Section 7.01.  The Agent's  Duties.  The powers  conferred on the Agent
hereunder is solely to protect the  Purchasers'  its interest in the  Collateral
and shall not impose any duty upon it to exercise  any such  powers.  Except for
the safe custody of any  Collateral in its  possession  and the  accounting  for
moneys actually received by it hereunder, the Agent shall have no duty as to any
Collateral,  as  to  ascertaining  or  taking  action  with  respect  to  calls,
conversions,  exchanges,  maturities,  tenders, or other matters relative to any
Collateral,  whether  or not the Agent or the  Purchasers  have or are deemed to
have  knowledge of such matters,  or as to the taking of any necessary  steps to
preserve  rights  against  prior  parties or any other rights  pertaining to any
Collateral.  The Agent shall be deemed to have exercised  reasonable care in the
custody and  preservation of any Collateral in its possession if such Collateral
is  accorded  treatment  substantially  equal to that which it  accords  its own
property.

<PAGE>

         Section 8.01 Remedies.  If any Event of Default shall have occurred and
be  continuing,  the Purchasers  may exercise in respect of the  Collateral,  in
addition  to other  rights  and  remedies  provided  for  herein,  in any of the
Transaction  Documents,  or  otherwise  available  to it, (i) all the rights and
remedies  of a pledgee on default  under the laws of the  Province  of  Ontario,
Canada, and (ii) all the rights and remedies of a secured party on default under
the Uniform  Commercial Code in effect in the State of Florida at that time (the
"Code") (whether or not the Code applies to the affected  Collateral),  and also
may sell the  Collateral or any part thereof in one or more parcels at public or
private  sale, at the Agent's  offices or elsewhere,  for cash, on credit or for
future  delivery,  and  upon  such  other  terms  as  the  Purchasers  may  deem
commercially  reasonable.  The Company agrees that, to the extent notice of sale
shall be  required  by law,  at least ten days notice to the Company of the time
and place of any public sale or the time after  which any private  sale is to be
made shall  constitute  reasonable  notification.  The  Purchasers  shall not be
obligated  to make any sale of  Collateral  regardless  of notice of sale having
been given.  The  Purchasers may adjourn any public or private sale from time to
time by announcement  at the time and place fixed  therefor,  and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.

          Section 9.01. Indemnity and Expenses.

         (1) The Company agrees to indemnify the Agent and the  Purchasers  from
and against any and all claims,  losses, and liabilities  (including  reasonable
attorney  fees)  growing  out  of or  resulting  from  this  Security  Agreement
(including, without limitation,  enforcement of this Security Agreement), except
claims,  losses,  or liabilities  resulting from the Agent's or any  Purchaser's
gross negligence or willful misconduct.

         (2) The Company will upon demand pay to the Agent the amount of any and
all  reasonable  expenses,  including  the  reasonable  fees and expenses of its
counsel  and of any  experts  that the  Agent  or the  Purchasers  may  incur in
connection  with (a) the  administration  of this  Security  Agreement;  (b) the
custody,  preservation, use or operation of, or the sale of, collection from, or
other realization  upon, any of the Collateral;  (c) the exercise or enforcement
of any of the  rights of the  Purchasers  hereunder;  or (d) the  failure by the
Company to perform or observe any of the provisions hereof.

         Section 10.01. Security Interest Absolute. All rights of the Purchasers
and the pledge, assignment, and security interest hereunder, and all Obligations
of the Company hereunder, shall be absolute and unconditional, irrespective of:

         (1)  Any  lack  of  validity,  regularity,  or  enforceability  of  the
Securities  Purchase  Agreement,  the Preferred Shares or any other agreement or
instrument relating thereto;

         (2) Any change in the time,  manner,  or place of payment of, or in any
other term of, all or any of the  Obligations,  or any other amendment or waiver
of or any consent to any departure from the Securities Purchase Agreement or any
other  Transaction  Document,  including,  without  limitation,  any increase in
Obligations  resulting from the extension of credit to the Company or any of its
Subsidiaries or otherwise.

         (3) Any  taking,  exchange,  release,  or  nonperfection  of any  other
collateral,  or any taking,  release,  or  amendment  or waiver of or consent to
departure from any guaranty, for all or any of the Obligations;

         (4) Any manner of application of Collateral,  or proceeds  thereof,  to
all or any of the Obligations, or any manner of sale or other disposition of any
Collateral for all or any of the  Obligations or any other assets of the Company
or any of its subsidiaries;


<PAGE>

         (5)  Any  change,  restructuring,   or  termination  of  the  corporate
structure or existence of the Company or any of its subsidiaries; or

         (6) Any other circumstance  which might otherwise  constitute a defense
available to, or a discharge of, the Company.

         Section   11.01.   Amendments;   Etc.   No   amendment,   modification,
termination,  or waiver of any  provision  of this  Security  Agreement,  and no
consent  to any  departure  by the  Company  herefrom,  shall  in any  event  be
effective unless the same shall be in writing and signed by the Purchasers,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

         Section  12.01.  Addresses  for Notices.  All notices  given under this
Security  Agreement  shall be in writing,  addressed to the parties as set forth
below, and shall be effective on the earliest of (i) the date received,  or (ii)
if given by facsimile  transmittal on the date given if transmitted  before 5:00
p.m. the recipient's  time,  otherwise it is effective the next day, or (iii) on
the second business day after delivery to a major  international air delivery or
air courier service (such as Federal Express or Network Couriers):

       If to the Agent:

     Thomson Kernaghan & Co. Ltd.
     365 Bay Street
     Toronto, Ontario M5H 2V2
     Attention: Mr. Gregg Badger, Sr. V.P.
     Facsimile No. (416) 860-6352

      If to the Company:

     eAutoclaims.com, Inc.
     2708 Alternate 19 North
     Suite 507
     Palm Harbor, Florida 34683
     Attention: Eric W. J. Seidel, President
     Facsimile No. (727) 781-8425

      If to the Purchasers

     c/o Thomson Kernaghan & Co. Ltd.
         as Agent
     365 Bay Street
     Toronto, Ontario M5H 2V2
     Attention: Mr. Gregg Badger, Sr. V.P.
         Facsimile No. (416) 860-6352

     With a copy (that does not constitute
               notice) to:
     Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
     911 Chestnut Street, P.O. Box 1368
     Clearwater, Florida 33757-1368
     Attention: Michael T. Cronin

     In either case, with a copy (that does not
         constitute notice) to:
     John M. Mann
     Attorney at Law
     1330 Post Oak Boulevard, Suite 2800
     Houston, Texas 77056-3060
     Facsimile No. (713) 622-7185

<PAGE>

          Section  13.01.   Continuing  Security  Interest;   Assignments  Under
Securities Purchase Agreement. This Security Agreement shall create a continuing
security  interest  in the  Collateral  and shall (1)  remain in full  force and
effect  until the payment and  performance  in full of the  Obligations,  (2) be
binding  upon the Company,  its  successors  and  assigns;  and (3) inure to the
benefit  of,  and  be  enforceable   by,  the  Purchasers  and  its  successors,
transferees,  and assigns.  Without  limiting the  generality  of the  foregoing
clause (3), the Purchasers  may assign or otherwise  transfer all or any portion
of  its  rights  and  obligations  under  the  Securities   Purchase   Agreement
(including,  without limitation, all or any portion of any Preferred Shares held
by it) to any other  person or  entity,  and such other  person or entity  shall
thereupon  become vested with all the benefits in respect thereof granted to the
Purchasers herein or otherwise. Upon the later of the payment and performance in
full of the  Obligations,  the security  interest granted hereby shall terminate
and all rights to the  Collateral  shall  revert to the  Company.  Upon any such
termination,  the Purchasers will, at the Company's expense, execute and deliver
to the  Company  such  documents  as the  Company  shall  reasonably  request to
evidence such termination.

         Section 14.01.  Governing Law; Terms. This Security  Agreement shall be
governed  by and  construed  in  accordance  with  the laws of the  Province  of
Ontario;  provided,  however (a) if any provision of this Security  Agreement is
unenforceable  under Ontario law but is  enforceable  under the laws of the U.S.
State of Florida, then Florida law shall govern the construction and enforcement
of that  provision;  and (b) if the  security  interest  hereunder  is valid and
perfected  under  Florida law, or any remedy  hereunder is valid or  enforceable
under Florida law, then such security  interest  shall be and shall be deemed to
be valid,  perfected  and  enforceable,  and such  remedy  shall be and shall be
deemed  to be valid  and  enforceable,  in any  jurisdiction.  Unless  otherwise
defined in this  Security  Agreement or in the  Securities  Purchase  Agreement,
terms used in Article 9 of the UCC are used herein as therein defined.

         Section 15.01. Dispute Resolution. The parties agree that the courts of
the  Province  of Ontario,  Canada,  shall have  jurisdiction  and venue for the
adjudication  of any civil  action  between or among any of them  arising out of
relating  to  this  Agreement  or any  other  Transaction.  The  parties  hereby
irrevocably consent to such jurisdiction and venue, and hereby irrevocably waive
any claim of forum non conveniens or right to change venue. The prevailing party
in any action  brought to enforce or construe this Security  Agreement  shall be
entitled to recover reasonable attorneys fees.

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Security Agreement to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.


The Agent:

Thomson Kernaghan & Co. Ltd.


By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________

The Company:

eAutoclaims.com, INC.


By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________


The Purchasers:

By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________

By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________