SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made as of the 30th
day of April,  2000,  by and among  Transformation  Processing,  Inc.,  a Nevada
corporation  ("TPI"), and the holders of TPI's debentures and warrants listed on
the signature page hereof (the "Shareholders").

                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of TPI has determined that it is in the
best interests of TPI to exchange the debentures  held by the  Shareholders  for
common  stock  of TPI  in  connection  with a  reorganization  of  TPI  and  the
acquisition of eAutoclaims.com, Inc.; and

         WHEREAS,  the  Shareholders  own  all of  the  issued  and  outstanding
debentures and warrants of TPI (the  "Converted  Shares") and desire to exchange
their Converted Shares for shares of TPI.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and certain other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereto covenant
and agree as follows:

                                   ARTICLE 1.

                               PURCHASE OF SHARES

1.2.  Exchange.  Upon the terms and subject to the  conditions set forth in this
Agreement,  at the Closing provided for in Section 1.2 hereof,  each Shareholder
shall sell, assign, transfer,  convey and deliver to TPI, and TPI shall purchase
all  right,  title and  interest  in and to all of such  Shareholders  Converted
Shares  and rights of  others.  In  consideration  for the  Converted  Shares so
acquired by TPI, TPI shall issued and deliver  602,550  shares of common  stock,
$.025 par value,  of TPI ("TPI  Common  Stock") in exchange  for each  Converted
Share  transferred  to TPI  pursuant to this  Agreement  as soon as  practicable
following the satisfaction or permissible  waiver of the conditions set forth in
Articles  5 and 6 (the  exchange  of shares of TPI  Common  Stock for  Converted
Shares being referred to herein as the "Exchange").

1.2.  Closing.  Consummation of the transactions  contemplated by this Agreement
(the "Closing"), shall take place at the offices of Snow Becker Krauss P.C., 605
Third Avenue,  New York, New York 10158,  commencing at 10: a.m.,  local time as
soon as  practicable  after the last to be fulfilled or waived of the conditions
set forth in Articles 5 and 6, or at such other place,  time and date a shall be

<PAGE>

fixed by mutual agreement among TPI and the  Shareholders.  The day on which the
Closing  shall occur shall be referred  to herein as the  "Closing  Date".  Each
party will use its reasonable best efforts to cause to be prepared, executed and
delivered  the  documents to be  delivered  pursuant to Articles 5 and 6 and all
other  appropriate  and  customary  documents  as any party or its  counsel  may
reasonably request for the purpose of consummating the transactions contemplated
by this Agreement. All actions taken at the Closing shall be deemed to have been
taken  simultaneously  at the  time the  last of any  such  actions  is taken or
completed.

                                   ARTICLE 2.

                                EXCHANGE OF SHARES

2.1.  Exchange of Shares.  Immediately  after the  satisfaction  or  permissible
waiver of the conditions  set forth in Articles 5 and 6 at the Closing,  each of
the  Converted  Shares  that are sold and  transferred  to TPI  pursuant to this
Agreement  shall be exchanged for 602,550 (such number being  referred to herein
as the "Exchange Ratio") shares of TPI Common Stock.

2.2.  Fractional Shares. No scrip or fractional shares of TPI Common Stock shall
be issued in the Exchange.  All fractional shares of TPI Common Stock to which a
Shareholder  would  otherwise be entitled at the Closing  Date  pursuant to this
Agreement shall be rounded up t the nearest whole share of TPI Common Stock.

                                   ARTICLE 3.

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

3.1.  Shareholders.  Each Shareholder  hereby severally  represents and warrants
that,  except as  otherwise  set forth in the  Shareholder  Disclosure  Schedule
(herein so called) attached hereto:

3.1.1.  Ownership.  Such  Shareholder  has good and valid title to the Converted
Shares  described  on the  Shareholder  Disclosure  Schedule  to be sold by such
Shareholder  hereunder  on the  Closing  Date,  free  and  clear  of all  liens,
encumbrances,  equities or claims,  and upon  deliver of such shares and payment
therefor  pursuant hereto,  good and valid title to such shares will pass to TPI
free and clear of all  liens,  encumbrances,  equities  or claims of any  nature
whatsoever.

3.1.2.   Authority.  Such Shareholder has full right, power and authority to
enter into this Agreement.

3.1.3. Conflicts.  The execution,  delivery and performance of this Agreement by
such  Shareholder and the  consummation by such  Shareholder of the transactions
contemplated hereby will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage,  deed of trust,  loan  agreement or other  agreement or  instrument to
which such  Shareholder  as a party or by which such  Shareholder is bound or to
which any of the property or assets of such Shareholder is subject nor will such
actions result in any violation of any statute or any order,  rule or regulation
of any  court or  governmental  agency  or body  having  jurisdiction  over such
Shareholder or the property or assets of such Shareholder.

<PAGE>

3.1.4. Consents. No consent,  approval,  authorization or order of, or filing or
registration with, any court or governmental  agency or body having jurisdiction
over such  Shareholder or the property or assets of such Shareholder is required
for  the  execution,   delivery  and  performance  of  this  Agreement  by  such
Shareholder  and  the  consummation  by  such  Shareholder  of the  transactions
contemplated hereby; and

                                   ARTICLE 4.

                      REPRESENTATIONS AND WARRANTIES OF TPI

TPI hereby  represents and warrants  that,  except as otherwise set forth in the
TPI Disclosure Schedule (herein so called) attached hereto:

4.1. Organization and Good Standing. TPI is duly organized, validly existing and
in good standing under the laws of the  jurisdiction of its  incorporation.  TPI
has no  subsidiaries  and no  equity,  profit  sharing,  participation  or other
ownership  interest  (including  any  general   partnership   interest)  in  any
corporation, partnership, limited partnership or other entity.

4.2. Foreign Qualification. TPI is duly qualified or licensed to do business and
is in good standing as a foreign  corporation  in every  jurisdiction  where the
failure so to qualify  would have a material  adverse  effect on (a) the current
business,  operations, assets, financial condition or prospect of TPI or (b) the
validity or enforceability  of, or the ability of TPI to perform its obligations
under, this Agreement (an "TPI Material Adverse Effect").

4.3.  Corporate  Power and Authority.  TPI has the corporate power and authority
and all material  licenses and permits to own,  lese and operate its  properties
and assets and to carry on its business as currently  being  conducted.  TPI has
the corporate  power and authority to execute and deliver this  Agreement and to
perform its obligations under this Agreement and to consummate the Exchange. The
execution,  delivery  and  performance  by TPI of this  Agreement  has been duly
authorized by all necessary corporate action.

4.4.  Absence  of  Restrictions  and  Conflicts.  The  execution,  delivery  and
performance  of this  Agreement  and the  consummation  of the  Exchange and the
fulfillment of and compliance with the terms and conditions of this Agreement do
not and will  not,  with the  passing  of time or the  giving of notice or both,
violate or conflict with, constitute a breach of or default under, result in the
loss of any material  benefit under, or permit the acceleration of ay obligation
under,  (i) any term or provision of the Certificate of  Incorporation or Bylaws
of TPI, (ii) any TPI Material Contract (as defined in Section 4.10 below), (iii)
any judgment,  decree or order of any court or governmental  authority or agency
to which TPI is a party or by which  TPI or any of is  properties  is bound,  or

<PAGE>

(iv) any statute,  law,  regulation  or rule  applicable  to TPI other than such
violations,  conflicts,  breaches  or default  as would not have a TPI  Material
Adverse Effect.  Except for compliance  with the applicable  requirements of the
Securities  Act, the Exchange  Act and  applicable  state  securities  laws,  no
consent,  approval,  order or authorization of, or registration,  declaration or
filing with, any governmental  agency or public or regulatory unit, agency, body
or authority  with respect to TPI is required in connection  with the execution,
delivery or  performance  of this  Agreement by TPI or the  consummation  of the
transactions contemplated thereby.

4.5.     Capitalization of TPI

         (a) The  authorized  stock of TPI consists of 50,000,000  shares of TPI
Common Stock,  $.025 par value and 5,000,000,  shares of Preferred Stock,  $.001
par value. As of the date of this Agreement,  approximately  4,241,470 shares of
TPI Common  Stock and no shares of Preferred  Stock are issued and  outstanding.
All such shares of stock have been duly  authorized and have been validly issued
and are fully paid and  non-assessable.  No shares of TPI Securities are subject
to outstanding  convertible debt securities,  other than Converted Shares with a
face amount of $1.907,500 and 905,018  warrants.  Other than as set forth I this
Section 3.3,  there are no options,  warrants,  calls,  rights,  commitments  or
agreements  of any  character  to which  TPI is a party or by which it is bound,
obligating TPI to issue,  deliver,  sell,  repurchase or redeem,  or cause to be
issued,  delivered,  sold,  repurchased  or redeemed,  any shares of the capital
stock of TPI or obligating  TPI to grant,  extend or enter into any such option,
warrant, call, right, commitment or agreement.

         (b) The TPI Common Stock,  when issued in accordance with the terms and
provisions of this Agreement,  will be duly  authorized,  validly issued,  fully
paid and non-assessable.

4.6.  No  Material  Undisclosed   Liabilities.   There  are  no  liabilities  or
obligations of TPI of any nature,  whether  absolute,  accrued,  contingent,  or
otherwise, that would have a Material Adverse Effect.

4.7. Tax Returns,  Taxes.  TPI (a) has duly filed all U.S.  federal and material
state, county, local and foreign tax returns and reports required to be filed by
it,  including  those with respect to income,  payroll,  property,  withholding,
social security,  unemployment,  franchise,  excise and sales taxes and all such
returns and reports are correct in all material respects; (b) has either paid in
fully all taxes that have  become due as  reflected  on any return or report and
any interest and  penalties  with  respect  hereto or have fully  accrued on its
books or have  established  adequate  reserves for all taxes payable but not yet
due; and (c) has made cash deposits with  appropriate  governmental  authorities
representing  estimated  payments of taxes,  including income taxes and employee
withholding  tax  obligations.   No  extension  or  waiver  of  any  statute  of
limitations  or time  within  which to file any  return  has been  granted to or
requested by TPI with respect to any tax. No unsatisfied deficiency, delinquency
or default for any tax,  assessment  or  governmental  charge has been  claimed,
proposed  or  assessed  against  TPI,  nor has TPI  received  notice of any such
deficiency,  delinquency or default.  TPI has no material tax liabilities  other
than those arising in the ordinary course of business since the date hereof.


<PAGE>

4.8. Material Contracts.  TPI has no TPI Material Contracts. As used herein, the
term "TPI Material  Contracts" shall mean all (i) employee benefit plans,  stock
option  agreements  and  employment,   consulting  or  similar  contracts,  (ii)
contracts that involve remaining  aggregate  payments by TPI in excess of $1,000
(or equivalent based on applicable  exchange rate) or which has a remaining term
in excess of one year,  (iii)  insurance  policies and (iv)  contracts  that, if
terminated, would have an TPI Material Adverse Effect.

4.9.  Litigation and Government Claims.  There is no pending suit, claim, action
or  litigation,   or   administrative,   arbitration  or  other   proceeding  or
governmental  investigation  or inquiry  against TPI to which its  businesses or
assets are subject that would,  severally  or in the  aggregate,  reasonably  be
expected to resulting a TPI Material  Adverse  Effect.  To the knowledge of TPI,
there are no such proceedings  threatened or contemplated that would,  severally
or in the aggregate,  have a TPI Material Adverse Effect.  TPI is not subject to
any  judgment,  decree,  injunction,  rule or order  of any  court,  or,  to the
knowledge  of  TPI,  any  governmental  restriction  applicable  to TPI  that is
reasonably likely to have a TPI Material Adverse Effect.

4.10.  Compliance  with Laws.  TPI has all  material  authorizations  approvals,
licenses and order to carry on its businesses as it is now being  conducted,  to
own or hold under  lease the  properties  or assets it owns or holds under lease
and to perform  all of its  obligations  under the  agreements  to which it is a
party,  except for instances that would not have a TPI Material  Adverse Effect.
TPI has been and is, to the knowledge of TPI, in compliance  with all applicable
laws,   regulations  and  administrative   orders  of  any  country,   state  or
municipality  or any  subdivision  of  any  thereof  to  which  its  businesses,
ownership  of  assets  and  its  employment  labor  or its use or  occupancy  of
properties or any part thereof are subject,  the violation of which would have a
TPI Medical Adverse Effect.

4.11. Employment  Agreements.  The TPI Disclosure Schedule sets forth a complete
and  accurate  list of all  material  employee  benefit or  compensation  plans,
agreements  and  arrangements  to  which  TPI  is  a  party,  including  without
limitation (i) all severance, employment,  consulting or similar contracts, (ii)
all material  agreements  and contracts  with "change of control"  provisions or
similar provisions and (iii) all indemnification agreements or arrangements with
directors or officers.

4.12.  Intellectual  Property.  TPI owns or has valid,  binding and  enforceable
rights to use all material  patents,  trademarks,  trade names,  service  marks,
service names, copyrights, applications therefor and licenses or other rights in
respect thereof ("PTI Intellectual Property") used or held for use in connection
with the business of TPI,  without any known conflict with the rights of others,
except for such conflicts as do not have a TPI Material Adverse Effect.  TPI has
not received any notice from any other person  pertaining to or challenging  the
right  of TPI  to use  any  TPI  Intellectual  Property  or any  trade  secrets,
proprietary information, inventions, know-how, processes and procedures owned or
used or  licensed  to TPI,  except  with  respect  to rights  the loss of which,
individually or in the aggregate,  would not have a TPI Material Adverse Effect.
The TPI Intellectual Property represents all of the proprietary rights necessary
to operate TPI's business.


<PAGE>

                                   ARTICLE 5.

              CONDITIONS PRCEDENT TO OBLIGATIONS OF THE SHAREOLDERS

Except  as may be waived  by a  Shareholder  as to such  Shareholder  only,  the
obligations of each Shareholder to consummate the  transactions  contemplated by
this  Agreement  shall be subject to the  satisfaction  on or before the Closing
Date of each of the following conditions:

5.1.  Compliance.  TPI shall  have,  or shall have  caused to be,  satisfied  or
complied  with and performed in all material  respects all terms,  covenants and
conditions  of this  Agreement  to be complied  with or  performed  by TPI on or
before the Closing Date.

5.2.  Representations and Warranties.  All of the representations and warranties
made by TPI in this Agreement shall be true and correct in all material respects
at and as of the  Closing  Date  with  the  same  force  and  effect  as if such
representations  and  warranties  had been made at and as of the  Closing  Date,
except for  changes  permitted  or  contemplated  by this  Agreement;  provided,
however, that notwithstanding  anything herein to the contrary, this Section 6.2
shall be deemed to have been satisfied even if such  representations or warrants
are not true and correct,  unless the failure of any of the  representations  or
warranties to be so true and correct would have or would be reasonably likely to
have an TPI Material Adverse Effect.

5.3. Material Adverse Changes. There shall have occurred no TPI Material Adverse
Effect  other than any such change that  affects  both TPI and Adaptive U.K in a
substantially similar manner.

5.4. Assignment Agreement.  TPI shall have executed and delivered to Adaptive
U.K. the Assignment Agreement.

5.5.  Secretary's  Certificate.  TPI shall have delivered to each  Shareholder a
certificate  of  the  Secretary  of TPI  certifying  as to  its  Certificate  of
Incorporation,  Bylaws  and the  resolutions  attached  thereto  and  any  other
corporate  proceedings relating to the authorization,  execution and delivery of
this Agreement and the transactions contemplated hereby.

5.6. TPI Share Certificates. TPI shall have delivered to each Shareholder one or
more  certificates  representing  the shares of TPI Common Stock to be exchanged
for such Shareholder's Converted Shares.

5.7.  Proceedings  and  Documents.   All  corporate  and  other  proceedings  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents and instruments incident to such transactions shall be satisfactory to
the Shareholders and their counsel, and the Shareholders and their counsel shall
have  received  all such  counterpart  originals or certified or other copies of
such documents as they may reasonably request.


<PAGE>

                                   ARTICLE 6.

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF TPI

Except  as may be  waived  by TPI,  the  obligations  of TPI to  consummate  the
transactions   contemplated   by  this   Agreement   shall  be  subject  to  the
satisfaction,  on  or  before  the  Closing  Date,  of  each  of  the  following
conditions:

6.1.  Compliance.  Each  Shareholder  shall  have,  or shall have  caused to be,
satisfied or complied  with and  performed  in all material  respects all terms,
covenants,  and conditions of this Agreement to be complied with or performed by
him, her or it on or before the Closing Date.

6.2.  Representations and Warranties.  All of the representations and warranties
made by each  Shareholder  in this  Agreement  shall be true and  correct in all
material  respects at and as of the Closing  Date with the same force and effect
as if such representations and warranties had been made at and as of the Closing
Date, except for changes permitted or contemplated by this Agreement;  provided,
however, that notwithstanding  anything herein to the contrary, this Section 7.2
shall  be  deemed  to  have  been  satisfied  even if  such  representations  or
warranties  are  not  true  and  correct,  unless  the  failure  of  any  of the
representations  or  warranties  to be so true and correct  would be  reasonably
likely to have a Material Adverse Effect.

6.3. Converted Share Certificates.  Each Shareholder shall have delivered to TPI
one or more  certificates  representing the Converted Shares to be exchanged for
TPI Common Stock.

6.4. Exchange by All Shareholders.  All of the Shareholders shall have exchanged
their  Converted  Shares for shares of TPI Common Stock as  contemplated by this
Agreement.

6.5.  Proceedings  and  Documents.   All  corporate  and  other  proceedings  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents and instruments incident to such transactions shall be satisfactory to
TPI and its  counsel,  and TPI and its  counsel  shall  have  received  all such
counterpart originals or certified or other copies of such documents as they may
reasonably request.

                                   ARTICLE 7.

                                  MISCELLANEOUS

7.1.  Termination.  Subject to Section 7.3, this Agreement and the  transactions
contemplated  hereby and the provisions  herein may be terminated at any time on
or before the Closing Date.

         (a)      by mutual consent of TPI and all of the Shareholders;


<PAGE>

         (b) by TPI or any Shareholder if the transactions  contemplated by this
Agreement  have  not been  consummated  by  ________________,  2000 or as may be
extended hereunder (the "Termination Date"), unless such failure of consummation
is due to the  failure  of the  terminating  party to  perform  or  observe  the
covenants, agreements, and conditions hereof to be performed or observed by him,
her or it at or  before  the  Closing  Date;  provided,  that the  non-breaching
party's cause of action resulting from such failure to perform or to observe the
covenants, agreements and conditions hereof shall not be terminated; and

         (c) by TPI or any Shareholder if the transactions  contemplated  hereby
violate any  non-appealable  final  order,  decree,  or judgment of any court or
governmental body or agency having competent jurisdiction.

7.2.  Entire  Agreement.  This  Agreement  and the exhibits  hereto  contain the
complete   agreement  among  the  parties  with  respect  to  the   transactions
contemplated hereby and supersede all prior agreements and understandings  among
the parties with respect to such  transactions.  Section and other  headings are
for  reference  purposes  only  and  shall  not  affect  the  interpretation  or
construction  of  this   Agreement.   The  parties  hereto  have  not  made  any
representation or warranty except as expressly set forth in this Agreement or in
any certificate or schedule  delivered  pursuant hereto.  The obligations of any
party  under any  agreement  executed  pursuant to this  Agreement  shall not be
affected by this section.

7.3. Survival of Provisions.  The  representations  and warranties of each party
contained  herein  or  in  any  exhibit,  certificate,  document  or  instrument
delivered  pursuant  to this  Agreement  shall  not  survive  the  Closing.  The
covenants and agreements of Section 7.3 shall survive the Closing. The covenants
and agreements of Section 7.3, 7.6 and 7.8 shall survive the termination of this
Agreement in accordance with Section 7.1.

7.4. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and  delivered  shall be deemed an original,  and
such counterparts together shall constitute only one original.

7.5. Notices. All notices,  demands,  requests, or other communications that may
be or are required to be given,  served, or sent by any party to any other party
pursuant to this  Agreement  shall be in writing and shall be sent by  facsimile
transmission, next-day courier or mailed by first-class, registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or  transmitted  by  hand
delivery, addressed as follows:


<PAGE>

                  (i)      If to any Shareholder:

                           Thomson Kernaghan & Co.
                           Attn:    Mark Valentine
                           365 Bay Street
                           Toronto, Ontario M5H 2V2
                           Telephone:       (416) 860-6130
                           Fax:             (416) 860-6352

                  (ii)     If to TPI:

                           Thomson Kernaghan & Co.
                           Attn:    Gregg Badger
                           365 Bay Street
                           Toronto, Ontario M5H 2V2
                           Telephone:       (416) 860-7683
                           Fax:             9416) 860-6352

                           with a Copy (which shall not constitute notice) to:

                           Snow Becker Krauss, P.C.
                           605 Third Avenue
                           New York, NY 10158
                           Attn:    Mark Rossow, Esq.
                           Telephone:       (212) 687-3860
                           Fax:             (212) 949-7052

Each party may designate by notice in writing a new address to which any notice,
demand,  request, or communication may thereafter be so given,  served, or sent.
Each notice,  demand,  request, or communication that is mailed,  delivered,  or
transmitted  in the manner  described  above shall  deemed  sufficiently  given,
served,  sent,  and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt or the affidavit of
messenger being deemed conclusive  evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.

7.6.  Successors;  Assignments.  This Agreement and the rights,  interests,  and
obligations  hereunder  shall be binding  upon and shall inure to the benefit of
the parties hereto and their  respective  successors  and assigns.  Neither this
Agreement nor any of the rights,  interests or  obligations  hereunder  shall be
assigned, by operation of law or otherwise, by any of the parties hereto without
the prior written consent of the other.

7.7.  Governing Law;  Venue.  This Agreement  shall be construed and enforced in
accordance  with the laws of the  State of New York  (except  the  choice of law
rules  thereof).  Venue of any  action  brought to  enforce  or  interpret  this
Agreement  shall be commenced  and  maintained in a federal court sitting in New
York County, New York. The parties irrevocably consent to jurisdiction and venue
in such courts for such purposes.


<PAGE>

7.8.  Waiver and Other  Action.  This  Agreement  may be amended,  modified,  or
supplemented  by a written  instrument  executed  by the parties  against  which
enforcement of the amendment, modification or supplement is sought.

7.9.  Severability.  If any  provision of this  Agreement is held to be illegal,
invalid,  or  unenforceable,  such provision shall be fully severable,  and this
Agreement  shall be  construed  and  enforced as if such  illegal,  invalid,  or
unenforceable  provision  were never a part  hereof;  the  remaining  provisions
hereof  shall  remain in full force and effect and shall not be  affected by the
illegal,  invalid, or unenforceable provision of by its severance; and in lie of
such  illegal,  invalid,  or  unenforceable  provision,  there  shall  be  added
automatically as part of this Agreement, a provision as similar in terms to such
illegal,  invalid,  or unenforceable  provision as may be possible and be legal,
valid, and enforceable.

7.10. Enforcement.  Each Shareholder acknowledges that, due to the unique nature
of his Converted  Shares,  the Breach of this Agreement by such Shareholder will
cause TPI irreparable  damage,  and therefore,  TPI may enforce its rights under
this  Agreement  by  equitable   relief,   including   injunction  and  specific
performance, in addition to other remedies it may have at law or in equity.

7.11.  Jurisdiction.   The  parties  hereto  hereby  consent  to  the  exclusive
jurisdiction of the Supreme Court of the State of New York and the United States
District  Court  for the  Southern  District  of New York  with  respect  to any
disputes,  claims,  controversies or other actions or proceedings  arising under
this  Agreement  and agree that venue for any such action  shall lie in New York
County.  The parties hereto herby waive any and all right to commence any action
or proceeding before any other court or judicial body on in any other venue with
respect to the subject matter hereof.

7.12. Service of Process. Each Shareholder hereby agrees that service of process
in any action or  proceeding  brought  under this  Agreement  shall be made upon
Thomson Kernaghan & Co., Attn: Mark Valentine,  365 Bay Street, Toronto, Ontario
M5H 2V2, and each of them hereby appoints Mark Valentine as its authorized agent
to accept such service of process and agrees that neither his failure to receive
a copy of such  service  nor the  failure of such  authorized  agent to give him
notice of any such  service  shall impair or affect the validity of such service
or of any judgment rendered in any action or proceedings based thereon.

         INWITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                        TRANSFORMATION PROCESSING, INC.

                                        By:
                                             ----------------------
                                                  Paul Mighton
                                                  President

                                             ----------------------
                                     Name: Thomson Kernaghan & Co, Ltd, as agent



<PAGE>

                               WRITTEN CONSENT OF

                               THE STOCKHOLDERS OF

                    TRANSFORMATION PROCESSING, INC., IN LIEU

                                   OF MEETING

         The  undersigned,  being  holders  of  a  majority  of  the  shares  of
Transformation  Processing,  Inc.,  a Nevada  corporation  (the  "Corporation"),
hereby consent, pursuant to Section 78.320 of the General Corporation Law of the
State of Nevada, to the adoption of the following  resolutions and to the taking
of the actions therein  described and direct that this consent be filed with the
minutes and proceedings of the stockholders of the Corporation:


         NOW,  THEREFORE,  BE  IT  RESOLVED,  the  officers  and  directors  are
         authorized  and  instructed to file a  Certificate  of Amendment to the
         Certificate of  Incorporation  with the Secretary of State of the State
         of Nevada  changing  the name of the  Corporation  to  eAutoclaims.com,
         Inc.; and it us further

         RESOLVED,  that the  officers of the  Corporation  be, and each of them
         hereby  is,   authorized  and  empowered,   acting  on  behalf  of  the
         Corporation, to make, execute,  acknowledge,  verify, issue and deliver
         all such applications,  documents, instruments and certifications, with
         or without the corporate seal of the  Corporation  affixed  thereto and
         attested by the Secretary or any Assistant Secretary of the Corporation
         or unattested,  and to do or cause to be done all such acts and things,
         and to  take  all  such  steps,  and  to  make  al  such  payments  and
         remittances  as may be in each  case,  in the  opinion  of the  officer
         taking such action (such  opinion to be  conclusively  evidenced by the
         taking of such action by such  officer),  be  necessary or desirable in
         order to carry  out the  full  intent  and  purposes  of the  preceding
         resolution.


<PAGE>

         IN  WITNESS  WHEREOF,  the  undersigned,  representing  the holder of a
         majority of the issued and outstanding  shares of the Corporation,  has
         hereunto set his hands on the 10th day of May, 2000



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Thomson Kernaghan & Co, Ltd

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CALP II LP

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Dominian Capital Fund

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Fetu Holdings, Ltd.

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Sovereign Parners, Ltd.