EMPLOYMENT AGREEMENT

         This Agreement is effective as of the 1st of May 2005 ("Agreement") and
  is by and between EAUTOCLAIMS, INC., a Nevada corporation ("Company"), and,
  David Mattingly, a resident of the State of Florida ("Executive").


                                   WITNESSETH:

        WHEREAS, the Company desires to employ Executive in accordance with the
terms and conditions contained in this Agreement and to ensure the availability
of the Executive's services to the Company; and

        WHEREAS, the Executive desires to accept such employment and render his
services in accordance with the terms and conditions contained in this
Agreement; and which supercedes the Change of Control and Termination Agreement
dated April 9, 2001; and the employment agreement Dated May 1st, 2003 and

        WHEREAS, the Executive and the Company desire to enter into this
Agreement which will fully recognize the contributions of the Executive and
assure harmonious management of the Company's affairs.

        NOW, THEREFORE, in consideration of the promises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:

         1. Term of Employment

            (a)  Offer/Acceptance/Effective  Date.  The  Company  hereby  offers
employment to the Executive and the Executive hereby accepts  employment subject
to the terms and conditions set forth in this Agreement.

            (b) Term.  The term of this  Agreement  shall  commence  on the date
first indicated above. The term of employment shall commence on May 1, 2005, and
shall remain in effect for two (2) years thereafter ("Term").

         2. Duties.

            (a)  General  Duties.   The  Executive  shall  serve  as  the  Chief
Information  Officer of the Company  with duties and  responsibilities  that are
customary  for  such  executives  plus  such  other  responsibilities  that  are
specifically assigned by the Chief Executive Officer of the Company.

            (b) Best Efforts. The Executive covenants to use his best efforts to
perform his duties and discharge his responsibilities pursuant to this Agreement
in a competent, diligent and faithful manner.

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<PAGE>

            (c) Devotion of Time. The Executive shall devote  substantially  all
of his  time,  attention  and  energies  during  normal  business  hours  to the
Company's  affairs  (exclusive of periods of sickness and disability and of such
normal  holiday and vacation  periods as have been  established by the Company).
Outside business opportunities may be pursued as long as those activities do not
conflict with eAutoclaims.

         3. Compensation and Expenses.

            (a) Base Salary. For the services of the Executive to be rendered by
him under this  Agreement,  the Company will pay the  Executive  for each of the
periods indicated below an annual base salary ("Base Salary") as follows:

                (i) From May 1, 2005 to April 30, 2006, the amount of $102,000;

                (ii) Automatic Adjustment to Base:

                     Completion of capital raise: Increase Base by $5,000

                     Company hits EDITDA of $1 in any month:  Increase base by
                     $18,000

                (ii)From May 1, 2006 to April 30, 2007, the amount of $138,750;


                The  Company  shall pay the  Executive  his Base Salary in equal
installments no less frequently than on a monthly basis.

            (b) Base Salary  Adjustment.  The Base  Salary may not be  decreased
hereunder  during the term of this  Agreement,  but may be increased upon review
by, and at the sole discretion of, the Company's Board of Directors or the Chief
Executive Officer.


            (c) Stock Compensation:  The Executive will receive 10,000 shares of
the Company's common stock per month  (restricted by the Securities and Exchange
Commission's  Rule 144), not to exceed 200,000 shares.  The stock will vest upon
the Company raising material  working  capital.  The Executive has the option of
receiving  up to 25% of the value of the  common  shares in cash to help pay for
the taxes. The value of the Company's common shares will be based on the closing
price on the day of the shares become vested.  The stock has piggy-back right to
the companies S8 registration filing.


            (d) Bonus.  Executive may receive bonus compensation in an amount as
approved by the Company's Board of Directors or the Chief  Executive  Officer in
its sole discretion based upon the performance criteria as may be established by
the Board of Directors or the Chief  Executive  Officer from time to time.  Such
bonuses may be paid in cash or issued in shares of the Company's common stock on
such terms as approved by the Board of Directors or the Chief Executive Officer.
The Executive will also be entitled to participate in the "Executive Bonus Plan"
as set forth by the  Company  and may elect to take  such cash  compensation  in
Restricted Stock at a value equal to 90% of the Fair Market price.

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<PAGE>

            (e) Expenses.  In addition to any compensation  received pursuant to
Section 3, the Company will reimburse the Executive for all reasonable, ordinary
or  necessary  travel,  educational,  seminar,  trade shows,  entertainment  and
miscellaneous expenses incurred in connection with the performance of his duties
under this  Agreement,  provided that the Executive  properly  accounts for such
expenses to the  Company in  accordance  with the  Company's  practices  and the
expense is approved by the CEO.

            (f)  Subsidiary and Affiliate  Payments.  In recognition of the fact
that in the course of the performance of his duties hereunder, the Executive may
provide  substantial  benefits  to  the  Company's  subsidiaries  or  affiliated
companies,  the  Executive and the Company may at any time and from time to time
agree that all or any portion of the  compensation  due the Executive  hereunder
may  be  paid  directly  to  the  Executive  by one  or  more  of the  Company's
subsidiaries or affiliated companies.

            (g) Change of Control.  For purposes of this  Agreement,  "Change of
Control" means:

                (1) The closing of any  merger,  combination,  consolidation  or
similar  business  transaction  involving  the  Company in which the  holders of
Common Stock immediately prior to such closing are not the holders of a majority
of the ordinary voting securities of the surviving person in such transaction (a
"Business Combination"); or

                (2)  The   closing  of  any  sale  by  the  Company  of  all  or
substantially  all of its assets to an acquiring  person in which the holders of
Common Stock immediately prior to such closing are not the holders of a majority
of the ordinary voting securities of the acquiring person (an "Asset Sale"); or

                (3) The closing of any sale by the holders of Common Stock of an
amount of Common Stock that equals or exceeds a majority of the shares of Common
Stock  immediately prior to such closing to a person in which the holders of the
Common Stock immediately prior to such closing are not the holders of a majority
of the ordinary voting securities (a "Stock Sales"); or

                In the event of a Change in Control  as defined in this  section
all the Executive's  unvested employee stock options will automatically vest and
the Executive will have one year from his termination date to exercise all stock
options  issued  to  employee  prior  to his  termination.  Notwithstanding  the
previous  sentence in no event can the options be exercised  past the expiration
date of the option.

         4. Benefits.

            (a) Vacation.  Paid vacation each year with salary,  consistent with
Company's policy for all Executive management employees.

            The Executive shall take his vacation at such times as the Executive
may  select  and  the  affairs  of the  Company  or any of its  subsidiaries  or
affiliates may permit upon prior written notice to the President of the Company.
If the  Executive  does  not  take  the  vacation  due to them it can be paid to
Executive in cash;  however,  the timing of the expenditure  must be approved by
the CEO.

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<PAGE>

            (b) Employee  Benefit  Programs.  In addition to the compensation to
which the Executive is entitled  pursuant to the provisions of Section 3 hereof,
during the Term the  Executive  will be  entitled  to  participate  in any stock
option plan,  stock purchase plan,  pension or retirement plan, and insurance or
other  employee  benefit plan that is maintained at that time by the Company for
its  employees,  including any programs of life,  disability,  basic medical and
dental, and supplemental medical and dental insurance.  All applicable insurance
coverage for spouse and family  including all health and dental  coverage  shall
also be covered as a benefit to Executive.

            (c) Automobile  Allowance.  During the term of this  Agreement,  the
Company shall pay the  Executive an  additional  $400 per month as an automobile
allowance to be applied to any automobile expense incurred by the Executive.

         5. Termination.

            (a) Termination for Cause. The Company may terminate the Executive's
employment  pursuant to this Agreement before expiration of the Term at any time
for cause upon written notice.  Such  termination will become effective upon the
giving of such notice.  Upon any such termination for cause, the Executive shall
have no right to  compensation,  bonus or  reimbursement  under  Section 3 or to
participate in any employee  benefit  programs or other benefits to which he may
be entitled  under Section 4 for any period  subsequent to the effective date of
termination;  provided,  however,  that any vested but unexercised options shall
remain in effect following any such termination. For purposes of this Agreement,
the term "cause" shall mean only:

                (i) the Executive's conviction of a felony;

                (ii) the Executive's conviction of misappropriating assets; or

                (iii) otherwise   defrauding   the   Company  or  any  of  its
                      subsidiaries or affiliates; or

                (iv) a continuing  material,  willful and habitual breach by the
                     Executive  of  any   provision  of  this   Agreement  or  a
                     continuing failure to perform the Executive's  assigned job
                     responsibilities  following  receipt of  written  notice of
                     such breach or failure.

            (b)  Non-Renewal of Contract If the Company elects not to renew this
Agreement,  the  Employee  shall  be  entitled  to  receive  Severance  Pay  (as
hereinafter  defined) for a period of six (6) months from the effective  date of
termination,  payable in regular  installments  in accordance with the Company's
general payroll  practices for salaried  employees.  Additionally,  all unvested
employee stock options will  automatically  vest and the Executive will have one
year  from   termination   date  to  exercise   the  employee   stock   options.
Notwithstanding  the previous  sentence in no event can the options be exercised
past the original  expiration  date of the options.  Receipt of Severance Pay is
contingent upon Executive  executing and adhering to a release of all employment
claims in a form  acceptable  to the Company.  The Company shall have no further
obligations  hereunder or otherwise with respect to Executive's  employment from
and after the termination date.

                                       4
<PAGE>

            (c)  Death  or   Disability.   This   Agreement  and  the  Company's
obligations  hereunder  will  terminate  upon  the  death or  disability  of the
Executive. For purposes of this Section 5(b), "disability" shall mean that for a
period of six (6) months in any twelve-month  period, the Executive is incapable
of  substantially  fulfilling the duties set forth in this Agreement  because of
physical,  mental or emotional  incapacity  resulting  from injury,  sickness or
disease as determined by an  independent  physician  mutually  acceptable to the
Company and the Executive.  Upon any  termination of this Agreement due to death
or disability,  the Company will pay the Executive or his legal  representative,
as the case may be, any accrued  but unpaid  Base Salary  (which may include any
accrued  but unused  vacation  time)  through  the date of such  termination  of
employment plus any other  compensation  that may be due and unpaid.  Any vested
but  unexercised  options shall remain in effect  following any  termination  by
death or disability.


            (d) Voluntary  Termination.  Prior to any other  termination of this
Agreement,  the Executive  may, on thirty (30) days' prior written notice to the
Company  given at any time during the Term,  terminate his  employment  with the
Company.  An additional 90 days of consulting  services shall be provided by the
Executive  to assist in  transition  of  responsibilities  and  continuation  of
management  of  projects  in work.  Consulting  Services  are to be  defined  as
providing the accessibility to the Executive as required  soliciting  management
guidance  and  technical  assistance  for the Company.  Consulting  Services may
consist of brief periods of physical residency at the Corporate Headquarters not
to exceed 20 hours per  calendar  week.  Upon any such  termination  with proper
notice,  the Company  shall pay the  Employee  Consultation  Pay (defined as the
salaried  rate of  Executive at time of  Resignation)  for a period of three (3)
months  from the  effective  date of  resignation  in  regular  installments  in
accordance with the Company's general payroll practices for salaried  employees.
Additionally, the Executive will have one year from termination date to exercise
any vested employee stock options.  Notwithstanding  the previous sentence in no
event can the options be  exercised  past the  original  expiration  date of the
options.  Receipt of Severance Pay is contingent  upon  Executive  executing and
adhering  to a release  of all  employment  claims in a form  acceptable  to the
Company.  The Company shall have no further  obligations  hereunder or otherwise
with respect to Executive's employment from and after the resignation date.


         6. Restrictive Covenants.

            (a) Competition with the Company. The Executive covenants and agrees
that during the Term of this  Agreement and for a period of six (6) months after
termination  of this  Agreement,  the  Executive  shall not,  without  the prior
written  consent of the  Company,  directly  or  indirectly  (whether  as a sole
proprietor, partner, member, stockholder,  director, officer, employee or in any
other capacity as principal or agent) compete with the Company.  Notwithstanding
this  restriction,  Executive  shall be  entitled  to  invest  in stock of other
competing  public  companies  so long as his  ownership  is less than 5% of such
company's outstanding shares.

            (b)   Disclosure   of   Confidential   Information.   The  Executive
acknowledges  that  during  his  employment  he will  gain  and have  access  to
confidential   information  regarding  the  Company  and  its  subsidiaries  and
affiliates.  The Executive  acknowledges that such  confidential  information as


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<PAGE>

acquired  and  used by the  Company  or any of its  subsidiaries  or  affiliates
constitutes  a special,  valuable  and unique  asset in which the Company or its
subsidiaries  or  affiliates,  as the case may be, holds a  legitimate  business
interest.  All records,  files,  materials  and  confidential  information  (the
"Confidential  Information")  obtained  by the  Executive  in the  course of his
employment  with the Company shall be deemed  confidential  and  proprietary and
shall  remain the  exclusive  property  of the  Company or its  subsidiaries  or
affiliates,  as the case may be. The Executive  shall not,  except in connection
with and as required by his performance of his duties under this Agreement,  (i)
use any  Confidential  Information  for his own  benefit  or the  benefit of any
person or entity with which he may be associated other than the Company; or (ii)
disclose  any  Confidential   Information  to  any  person,  firm,  corporation,
association  or other  entity for any reason or purpose  whatsoever  without the
prior  written  consent of the Board of Directors  of the  Company,  unless such
information  previously shall have become public knowledge  through no action by
or omission of the Executive.

            (c) Subversion,  Disruption or  Interference.  At no time during the
term  of this  Agreement  and for two (2)  years  after  termination  shall  the
Executive,  directly or indirectly,  interfere,  induce,  influence,  combine or
conspire with, or attempt to induce, influence, combine or conspire with, any of
the employees of, or consultants to, the Company to terminate their relationship
with the  Company  or compete  with or ally  against  the  Company or any of its
subsidiaries  or  affiliates  in the business in which the Company or any of its
subsidiaries or affiliates is then engaged in.

            (d) Enforcement of  Restrictions.  The parties hereby agree that any
violation by Executive of the covenants  contained in this Section 6 will likely
cause  irreparable  damage to the Company or its subsidiaries and affiliates and
may be restrained by process issued out of a court of competent jurisdiction, in
addition to any other remedies provided by law.

         7. Assignability. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the assets and business of the Company. The Executive's
rights and obligations hereunder may not be assigned or alienated (except as
provided in this agreement) and any attempt to do so by the Executive will be
void.

         8.  Severability.  If any  provision of this  Agreement is deemed to be
invalid  or  unenforceable  or is  prohibited  by  the  laws  of  the  state  or
jurisdiction  where it is to be performed,  this  Agreement  shall be considered
divisible as to such provision and such  provision  shall be inoperative in such
state or  jurisdiction  and shall not be part of the  consideration  moving from
either of the parties to the other;  provided,  however,  that the provisions of
Section 6 may be  modified  and  enforced  by a court in any legal or  equitable
action as necessary to comply with  applicable  law as  determined by the court.
The remaining provisions of this Agreement shall be valid and binding.

         9. Miscellaneous.

            (a) Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal,  substantive  laws of the State of
Florida without giving effect to the conflict of laws rules thereof.

                                       6
<PAGE>

            (b) Waiver/Amendment. The waiver by any party to this Agreement of a
breach of any  provision  hereof by any other party shall not be  construed as a
waiver of any subsequent breach by any party. No provision of this Agreement may
be  terminated,  amended,  supplemented,  waived or  modified  other  than by an
instrument in writing  signed by the party against whom the  enforcement  of the
termination, amendment, supplement, waiver or modification is sought.

            (c) Attorney's  Fees. In the event any legal or equitable  action is
commenced to enforce the terms and conditions hereof, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and expenses.

            (d)  Entire  Agreement.   This  Agreement   constitutes  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
replaces and supersedes any prior agreements or understandings.

            (e)  Counterparts.  This Agreement may be executed in  counterparts,
all of which shall constitute one and the same instrument.

            (f) Facsimile. A facsimile copy of this agreement and any signatures
hereon shall be considered for all purposes as an original.




         IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the day and year first above written.


COMPANY:

EAUTOCLAIMS, INC.

By:
   -----------------------------------------

Its:
    ----------------------------------------



EXECUTIVE:



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dr/npl