AGENT'S WARRANT

Warrant No. _______

THIS  WARRANT,   AND  THE   SECURITIES   ISSUABLE   UPON  THE  EXERCISE   HEREOF
(COLLECTIVELY,  THE  "SECURITIES"),  HAVE NOT  BEEN  REGISTERED  UNDER  THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR HAVE THEY BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY U.S. STATE OR TERRITORY. THIS WARRANT
IS BEING OFFERED AND SOLD PURSUANT TO  REGULATION S OF THE U.S.  SECURITIES  AND
EXCHANGE COMMISSION UNDER THE ACT. THE SECURITIES,  ARE "RESTRICTED  SECURITIES"
AND MAY NOT BE  OFFERED  OR SOLD IN THE  UNITED  STATES OR TO A U.S.  PERSON (AS
DEFINED IN REGULATION S) UNLESS PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
UNDER THE ACT,  OR  PURSUANT TO  REGULATION  S, OR  PURSUANT TO OTHER  AVAILABLE
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. A HOLDER OF ANY OF THE
SECURITIES MAY NOT ENGAGE IN HEDGING  TRANSACTION WITH REGARD TO SUCH SECURITIES
UNLESS IN COMPLIANCE WITH THE ACT.


                           eAUTOCLAIMS.COM CORPORATION

                            Warrant for the Purchase
                            of Shares of Common Stock


August __, 2000                                               __________  Shares

         FOR VALUE RECEIVED,  eAutoclaims.com Corporation., a Nevada corporation
(the "Company"),  hereby certifies that Thomson Kernaghan & Co. Limited or other
holder  hereof  (collectively,  the  "Holder"),  is  entitled,  subject  to  the
provisions  of this Warrant,  to purchase from the Company,  at any time or from
time to time beginning on the date hereof,  and ending at 5:00 pm, Toronto time,
on the fifth anniversary of the date hereof (the "Exercise  Period")  __________
fully paid and  nonassessable  shares of common stock of the Company,  par value
$_____ per share (the "Common  Stock") at the exercise  price of $4.50 per share
(the "Exercise  Price").  This Warrant is is an Agent's Warrant described in and
is being issued pursuant to the Securities  Purchase Agreement (the "Agreement")
effective  June 27, 2000,  among the Company,  the Lenders  named  therein,  and
Thomson  Kernaghan & Co. Limited as Agent (the "Agent").  Capitalized  terms not
defined  in  this  Warrant  shall  have  the  meanings  ascribed  to them in the
Agreement

         For  purposes of this  Warrant,  "Warrant  Shares"  means the shares of
Common Stock deliverable upon exercise of this Warrant, as adjusted from time to
time.  Unless the context requires  otherwise all references to Common Stock and
Warrant Shares in this Warrant shall, in the event of an adjustment  pursuant to
Section 7 hereof,  be deemed to refer also to any  securities  or property  then
issuable upon exercise of this Warrant as a result of such adjustment

Section 1. Exercise of Warrant. (a) This Warrant may be exercised, as a whole or
in part, at any time or from time to time during the Exercise Period or, if such
day is not a  Trading  Day (as  defined  in the  Agreement),  then  on the  next
succeeding  Trading Day. The Holder may exercise this Warrant by  telecopying an
executed and completed  Notice of Exercise in the form annexed hereto as Exhibit
A (a "Notice of  Exercise")  to the Company and sending the  original by mail or

<PAGE>

overnight  delivery  service;  provided  however,  that the Holder  will t. Each
Trading  Day on which a Notice of  Exercise  is  telecopied  to the  Company  in
accordance with the provisions hereof shall be deemed an "Exercise Date." Within
three  Trading  Days after an Exercise  Date,  the  Company  will  transmit,  or
instruct  its transfer  agent to transmit,  the  certificates  representing  the
Warrant  Shares  issuable upon such exercise to the Holder by express  overnight
courier or by  electronic  transfer.  Notices of Exercise and any other  notices
given under this Warrant shall be delivered as provided in Section 13.

         The Holder will pay the Company the  Exercise  Price  within  three (3)
Trading Days after receipt of the Warrant  Shares,  by check or wire transfer as
the Company shall specify.

         If the Company does not deliver the Warrant  Shares within five Trading
Days after the Holders send a Notice of Exercise,  the, in addition to all other
remedies the Holder may have, the Company shall pay to the Holder, on demand and
in immediately  available funds, as liquidated  damages for such failure and not
as a penalty,  the amounts stated in the following  schedule,  which  liquidated
damages  shall  begin to accrue on the sixth  Trading  Day after the  Conversion
Date.

                                             Late Payment For Each $10,000
          No. Business Days Late             of the Warrant Exercise Price

                   1                                     $100
                   2                                     $200
                   3                                     $300
                   4                                     $400
                   5                                     $500
              More than 5                  $500  +$200 for each  Business  Day
                                           Late   beyond   5  days   from  The
                                                    Delivery Date

Nothing  in this  Warrant  shall  limit  the  holder's  right  to seek  specific
performance  of the  Company's  obligations  hereunder  and other  remedies  and
damages for the Company's actions or inactions resulting in the transfer agent's
failure to issue and deliver the Warrant Shares to the Holder.

         (b) Cashless Exercise. Notwithstanding the foregoing, in lieu of paying
the Exercise Price, the Holder may, by designating a "cashless"  exercise on the
Purchase Form and  surrendering a part of the Warrant having an aggregate Spread
equal to the  aggregate  Exercise  Price of the part  Warrant  being  exercised,
acquire a number of Warrant Shares equal to (i) the  difference  between (x) the
Current  Market Value of the Common Stock  (defined  below) and (y) the Exercise
Price, (ii) multiplied by the number of shares of Common Stock purchasable under
the portion of the Warrant  tendered to the  Company,  and (iii)  divided by the
Market Value of the Company's  Common Stock.  "Spread"  means the Current Market
Value of the Warrant  Shares  issuable upon exercise of such part of the Warrant
less the Exercise Price of such part of the Warrant, in each case as adjusted as
provided herein.

         (c) The  Company  shall pay any and all  documentary  stamp or  similar
issue or  transfer  taxes  payable in respect  of the issue or  delivery  of the
Warrant Shares.

         (d)  Limitation  on Right and Power to Exercise.  Any provision in this
Warrant, the Securities Purchase Agreement or any other document to the contrary
not withstanding,  the Holder shall not have the right or power to exercise this
warrant, either in whole or in part, if, and any attempt to do so shall be void,
after  having  given  effect to such  exercise,  the Holder shall be or shall be
deemed to be the beneficial owner of 10% or more of the then outstanding  Common
Stock  within the meaning or for the  purposes of Section  13(d) or 13(g) of the
U.S.  Securities  Exchange Act of 1934, as amended,  or as the term  "beneficial
owner" is defined in Rule 13d-3 of the U.S.  Securities and Exchange  Commission
or otherwise.

<PAGE>


         Section 2. Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance  and delivery  upon  exercise of this
Warrant all shares of its Common Stock or other  shares of capital  stock of the
Company or other  property  from time to time  issuable  upon  exercise  of this
Warrant.  All such shares shall be duly  authorized  and,  when issued upon such
exercise in accordance with the terms of this Warrant,  shall be validly issued,
fully paid and nonassessable,  free and clear of all liens,  security interests,
charges  and  other  encumbrances  or  restrictions  on  sale  (other  than  any
restrictions on sale pursuant to applicable  federal and state  securities laws)
and free and clear of all preemptive rights.

         Section 3.  Fractional  Shares.  The  Company  shall not be required to
issue fractional shares of Common Stock on the exercise of this Warrant.  If any
fraction of a share of Common Stock  would,  except for the  provisions  of this
Section 4, be issuable on the  exercise of this  Warrant (or  specified  portion
thereof),  the Company shall pay an amount in cash  calculated by it to be equal
to the then Current  Market Value (as  hereinafter  defined) per share of Common
Stock  multiplied by such fraction  computed to the nearest whole cent.  For the
purposes of any  computation  under this Warrant,  the Current  Market Value per
share of  Common  Stock or of any other  equity  security  (herein  collectively
referred to as a "security") at the date herein specified shall be:

         (i) if the security is not registered under the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  the "Current Market Value" per share
of the security  shall be  determined in good faith by the Board of Directors of
the Company, or

         (ii) if the security is registered under the Exchange Act, the "Current
Market Value" per share of the security shall be deemed to be the average of the
daily  market  prices  of the  security  for  the 10  consecutive  trading  days
immediately  preceding  the  day as of  which  Current  Market  Value  is  being
determined  or, if the security has been  registered  under the Exchange Act for
less than ten (10)  consecutive  Trading Days before such date, then the average
of the daily  market  prices for all of the  trading  days  before such date for
which daily market prices are available.  The market price for each such trading
day shall be: (A) in the case of a security listed or admitted to trading on any
securities exchange,  the Closing Bid Price on the primary exchange on which the
Common Stock is then listed, on such day, (B) in the case of a security not then
listed or admitted to trading on any securities exchange,  the Closing Bid Price
reported by  Bloomburg  LP on such day,  (C) in the case of a security  not then
listed or admitted to trading on any securities exchange and as to which no such
reported sale price or bid and asked prices are available, the reported high bid
on such day, as reported by a reputable  quotation  service,  or a newspaper  of
general  circulation  in the Borough of  Manhattan,  City and State of New York,
customarily  published on each  business day,  designated  by the Holder,  or if
there shall be no bid prices on such day, the high bid price, as so reported, on
the most  recent day (not more than 10 days prior to the date in  question)  for
which prices have been so reported,  and (D) if there are no bid prices reported
during the 10 days prior to the date in  question,  the Current  Market Value of
the security  shall be determined as if the security were not  registered  under
the Exchange Act.

         Section 4.  Exchange, Transfer, Assignment or Loss of Warrant.

         (a) This Warrant is exchangeable, without expense, at the option of the
Holder,  upon  presentation and surrender hereof to the Company or at the office
of its stock  transfer  agent or warrant  agent,  if any, for other  warrants of
different  denomination,  entitling  the  Holder  thereof  to  purchase  in  the
aggregate  the same number of Warrant  Shares and  otherwise  carrying  the same
rights as this Warrant.

<PAGE>

         (b) This  Warrant  may be divided or  combined by the Holder with other
warrants  that carry the same rights upon  presentation  hereof at the office of
the Company or at the office of its stock transfer  agent or warrant  agent,  if
any,  together with a written notice  specifying the names and  denominations in
which new  warrants are to be issued and signed by the Holder  hereof.  The term
"Warrant" as used herein  includes  any warrants  into which this Warrant may be
divided or for which it may be exchanged.

         (c) Upon receipt by the Company of evidence  satisfactory  to it of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and deliver a new Warrant of like tenor and date.

         Section 5.  Restrictions  on  Issuance of  Securities.  So long as this
Warrant is outstanding,  the Company will not issue, or permit any Subsidiary to
issue, any common stock or other equity securities,  or any other stock, option,
warrant,  right or other  instrument that is convertible  into or exercisable or
exchangeable  for  common  stock  or other  equity  securities,  except  for (i)
securities issued pursuant to the Securities  Purchase Agreement (which includes
Warrant Shares), (ii) securities of a Subsidiary that are issued to the Company;
and (iii)  securities  sold and  options  granted  to  directors,  officers  and
employees of the Company pursuant to bona fide employee benefit plans; provided,
however,  that the  Company  may issue such  securities  with the prior  written
consent of the  Holder,  which  consent  the Holder  agrees not to  unreasonably
withhold.

         Section 6. Reclassification,  Reorganization,  Consolidation or Merger.
In the event of any reclassification,  capital reorganization or other change of
outstanding  shares  of  Common  Stock  of the  Company  or in the  event of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger in which merger the Company is the continuing corporation and that
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise of
this  Warrant) or in the event of any sale,  lease,  transfer or  conveyance  to
another  corporation of the property and assets of the Company as an entirety or
substantially  as an entirety,  the Company shall,  as a condition  precedent to
such  transaction,  cause  effective  provisions  to be made so that such  other
corporation shall assume all of the obligations of the Company hereunder and the
Holder shall have the right thereafter,  by exercising this Warrant, to purchase
the kind and  amount  of  shares of stock  and  other  securities  and  property
(including cash) receivable upon such  reclassification,  capital reorganization
and other change, consolidation,  merger, sale, lease, transfer or conveyance by
a holder of the number of shares of Common  Stock that might have been  received
upon  exercise  of this  Warrant  immediately  prior  to such  reclassification,
capital   reorganization,   change,   consolidation,   merger,  sale,  lease  or
conveyance.  Any such  provision  shall  include  provision for  adjustments  in
respect of such shares of stock and other  securities and property that shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Warrant.  The foregoing  provisions of this Section 8 shall similarly apply
to successive reclassification, capital reorganizations and changes of shares of
Common Stock and to successive changes, consolidations,  mergers, sales, leases,
transfers or conveyances.  In the event that in connection with any such capital
reorganization,  or  reclassification,   consolidation,   merger,  sale,  lease,
transfer or  conveyance,  additional  shares of Common  Stock shall be issued in
exchange,  conversion,  substitution or payment,  as a whole or in part, for, or
of, a security of the Company other than Common  Stock,  any such issue shall be
treated as an issue of Common Stock covered by the provisions of Section 5.

         Section 7.  Transfer to Comply with the  Securities  Act.  Neither this
Warrant  nor any of the  Warrant  Shares  may be  offered  or sold in the United
States or to a U.S.  Person (as defined in Regulation  S) unless  pursuant to an
effective  registration statement under the Act, or pursuant to Regulation S, or
pursuant to other available exemptions from the registration requirements of the
Act. The Holder of this  Warrant or any of the Warrant  Shares may not engage in
hedging transaction with regard to such securities unless in compliance with the
Act.

         Section 8. Availability of Information.  So long as any of this Warrant
remains  unexercised and this Warrant has not expired,  the Company shall comply
with the reporting  requirements of Sections 13 and 15(d) of the Exchange Act to
the extent it is required to do so under the Exchange  Act,  and shall  likewise
comply with all other applicable public  information  reporting  requirements of

<PAGE>

the  Securities  and  Exchange  Commission  (including  those  required  to make
available  the  benefits of Rule 144 under the  Securities  Act) to which it may
from time to time be subject.  The Company shall also  cooperate with the Holder
of this  Warrant  and  the  Holder  of any  Warrant  Shares  in  supplying  such
information  as may be  necessary  for  such  holder  to  complete  and file any
information reporting forms currently or hereafter required by the Commission as
a condition  to the  availability  of Rule 144 or any  successor  rule under the
Securities  Act  for the  sale  of  this  Warrant  or the  Warrant  Shares.  The
provisions of this Section 8 shall survive termination of this Warrant,  whether
upon  exercise of this  Warrant in full or  otherwise.  The  Company  shall also
provide to holders of this  Warrant  the same  information  that it  provides to
holders of its Common Stock.

         Section 9.  Registration  Rights.  The Company is obligated to register
the  shares of Common  Stock  into  which the  principal  and  interest  of this
Debenture are  convertible  pursuant to a  Registration  Rights  Agreement  (the
"Registration  Rights  Agreement")  dated June __, 2000, among the Company,  the
Holder, other holders of Debentures and the Agent.

         Section 10. Successors and Assigns.  All the provisions of this Warrant
by or for the benefit of the  Company or the Holder  shall bind and inure to the
benefit  of  their   respective   successors,   assigns,   heirs  and   personal
representatives.

         Section 11.  Headings.  The  headings of sections of this  Warrant have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

         Section  12.  Amendments.  This  Warrant may not be amended  except by
the written consent of the Company and the Holder.

         Section 13.  Notices.  All notices given under this Agreement and under
the other Transaction Documents shall be in writing, addressed to the parties as
set forth below, or to such other address as a party may specify by notice given
in accordance  with this paragraph 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  Trading  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 Holder

     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

<PAGE>

     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

     Section 14. Law Governing;  Jurisdiction. This Warrant shall be governed by
and  construed in accordance  with the laws of the Province of Ontario,  Canada,
provided however,  that if any provision of this Warrant is unenforceable  under
the laws of  Ontario  but is  enforceable  under  the laws of the U.S.  State of
Florida,  then that  provision  shall be governed by and construed in accordance
with the laws the State of  Florida.  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  Debenture.
The Company and the Holder  irrevocably  consent to such jurisdiction and venue,
and  irrevocably  waive  any claim of forum  non  conveniens  or right to change
venue.  The prevailing  party in any action or proceeding to enforce or construe
this Warrant is entitled to recover reasonable attorney's fees.


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed, as of the day and year first above written.

                                               eAUTOCLAIMS.COM CORPORATION


                                               By  _____________________________
                                                          President and CEO
                                               Date Signed  ____________________

ATTEST:


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


<PAGE>



                               NOTICE OF EXERCISE

To: eAutoclaims.com Corporation:

                  The  undersigned  irrevocably  exercises  this Warrant for the
purchase of ____________________  shares (subject to adjustment) of Common Stock
of eAutoclaims.com  Corporation (the "Company"):  for this Warrant and agrees to
make  payment  of  $____________________  (the  "Exercise  Price")  through  the
following method:

          --   such payment of the Exercise  Price being in cash or by certified
               or official bank check payable to the order of the Company .

          or

          --   By a "cashless exercise," with payment of the Exercise Price made
               by surrendering of such additional part of this Warrant having an
               aggregate  Spread (as such term is defined in this Warrant) equal
               to the aggregate Exercise Price,

all at the  Exercise  Price and on the terms and  conditions  specified  in this
Warrant,  and  directs  that the  shares of Common  Stock  deliverable  upon the
exercise of this Warrant be  registered or placed in the name and at the address
specified below and delivered thereto.

Date:  ________________, _______

                                          -----------------------------------
                                          (Signature of Owner)1

                                          -----------------------------------
                                          (Street Address)

                                          -----------------------------------
                                          (City)(State or Province)(Postal Code)

                                          -----------------------------------
                                          (Country)


(1)      The signature must correspond with the name as written upon the face of
         the  within  Warrant  in  every  particular,   without   alteration  or
         enlargement or any change whatever.


<PAGE>


Securities and/or check to be issued to:



Please insert social security or identifying number if U.S. citizen or resident:



Name:



Street Address:



City, State and Zip Code:



Any unexercised part of the Warrant evidenced by the within Warrant to be issued
to:



Please insert social security or identifying number if U.S. citizen or resident:



Name:



Street Address:



City, State and Zip Code:


<PAGE>



                               FORM OF ASSIGNMENT


                  FOR VALUE RECEIVED the  undersigned  registered  holder of the
within Warrant hereby sells,  assigns,  and transfers unto the Assignee(s) named
below  (including  the  undersigned  with respect to any part of the Warrant not
being  assigned  hereby)  all of the right of the  undersigned  under the within
Warrant, with respect to the number of shares of Common Stock set forth below:

Name of Assignee    Address of Assignee      Social Security     Number of
                                             or Other            Shares of
                                             Identifying         Common Stock
                                             Number of           Assigned to
                                             Assignee            Assignee

and does hereby irrevocably constitute and appoint ______________________ as the
undersigned's    attorney   to   make   such    transfer   on   the   books   of
______________________  eAutoclaims.com Corporation maintained for that purpose,
with full power of substitution in the premises.

Date:  ______________, ____

                                           --------------------------------
                                           (Signature of Owner)1

                                           --------------------------------
                                           (Street Address)

                                           --------------------------------
                                           (City)      (State)   (Zip Code)


--------
(1)      The signature must correspond with the name as written upon the face of
         the  within  Warrant  in  every  particular,   without   alteration  or
         enlargement or any change whatever.