SOFTWARE  DEVELOPMENT,   EXCLUSIVE  LICENSE  RELATIONSHIP  AND  JOINT  MARKETING
AGREEMENT


         THIS SOFTWARE  DEVELOPMENT,  EXCLUSIVE  LICENSE  RELATIONSHIP AND JOINT
MARKETING  AGREEMENT (the  "Agreement") is made and entered this 4th day of May,
2001, by and between  EAUTOCLAIMS,  INC., a Nevada Corporation  ("EAUTOCLAIMS"),
and PARTS.COM, INC., a Nevada corporation ("PARTS.COM").

         WHEREAS,  EAUTOCLAIMS  has  developed a  business-to-business  Internet
infrastructure  that utilizes the Internet to  streamline  and lower the overall
cost of automotive repairs paid by insurance  companies and on corporately owned
fleet vehicles.

         WHEREAS,  PARTS.COM is in the  business of  designing,  producing,  and
maintaining  Internet web sites and the  software to implement  and operate such
web sites and continues to develop and maintain a marketplace  under the uniform
resource locator http://www.parts.com.

         WHEREAS,  EAUTOCLAIMS seeks to establish a exclusive  relationship with
PARTS.COM's  marketplace on the worldwide web for the  procurement of automotive
collision parts to automotive body shops and otherwise; and

         WHEREAS,  EAUTOCLAIMS  seeks  to have  PARTS.COM's  design  team
develop a new look for two of  EAUTOCLAIMS'  sites  under the  uniform  resource
locator http://www.eautoclaims.com and http://www.hmoforyourcar.com.

         WHEREAS,  PARTS.COM  desires to grant to  EAUTOCLAIMS,  and EAUTOCLAIMS
desires to obtain from  PARTS.COM,  an exclusive  license to access,  market and
sell PARTS.COM's  software  programs and any enhancements  thereto together with
all associated  rights and intellectual  property  pursuant to the terms of this
Agreement; and

         WHEREAS,  EAUTOCLAIMS  desires  to grant to  PARTS.COM,  and  PARTS.COM
desires to obtain from  EAUTOCLAIMS,  an exclusive license to act as the OEM and
Aftermarket parts procurement  company of record for all associated  mechanical,
collision and accessory parts,  which may be purchased by EAUTOCLAIMS,  its body
shops, and insurance companies whom utilize its services and/or software; and

         WHEREAS, EAUTOCLAIMS wishes to hire PARTS.COM to develop, create, test,
and deliver a software program called Raptor; and

         WHEREAS,  PARTS.COM has developed  graphical  reporting software called
Reallyknow.com  and  EAUTOCLAIMS  desires  to  purchase  PARTS.COM's  rights  to
Reallyknow.com software.


<PAGE>

         WHEREAS,  EAUTOCLAIMS  and  PARTS.COM  wish to  develop a  relationship
pursuant to which each will sell the services offered by the other,  pursuant to
the terms and conditions described below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements of the parties set forth herein,  PARTS.COM  and  EAUTOCLAIMS  hereby
agree as follows:

1.       Definitions.
         ------------

          a.        "Software  Programs"  shall  mean  PARTS.COM's   proprietary
                    software   programs  known  as  "Raptor"  and  "Reallyknow",
                    including  and  all  related  source  code,  trade  secrets,
                    designs, formulations, know-how, technology, processes, data
                    files, algorithims,  coding sheets, routines,  sub-routines,
                    assemblers,     enhancements,     updates,    modifications,
                    engineering notes and drawings, specifications, flow charts,
                    technical manuals, patents,  copyrights,  trademarks and all
                    other  intellectual  property  related to, or  necessary  to
                    exercise  all  rights  with  respect  to,  said  Raptor  and
                    ReallyKnow software programs, excluding any and all hardware
                    related to Software Programs such as servers,  workstations,
                    kiosks,  card readers,  card formatters,  printers,  network
                    hardware,   third  party  operating  systems,   third  party
                    algorithms  or  third  party  licenses  associated  with the
                    Software  Programs.   Software  Programs  does  not  include
                    TradeMotion,  StoreFront or any other software program owned
                    by or licensed to PARTS.COM.

          b.        "Effective  Date"  shall  mean the date on which  the  first
                    deposit was made by EAUTOCLAIMS  with  PARTS.COM,  which was
                    March 23, 2001.

          c.        "Storefront"  "TradeMotion  Storefront" and/or  "TradeMotion
                    products"  shall  mean the  PARTS.COM  proprietary  software
                    program used by Original Equipment  Manufacturer (OEM) parts
                    suppliers  and  aftermarket  parts  suppliers  to access the
                    PARTS.COM TradeMotion SupplyChain.

          d.        "Raptor" shall mean the software  product to be developed by
                    PARTS.COM  to permit the  transfer of digital  data  between
                    collision industry professionals in need of automotive parts
                    and supplier members of the PARTS.COM system.

2.       Software Purchase

          a.        Software Programs.  PARTS.COM agrees to sell and EAUTOCLAIMS
                    agrees to purchase  the  Software  Programs  ReallyKnow  and
                    Raptor  and  all  of  the   intellectual   property   rights
                    associated therewith.

          b.        Suitability for Immediate Use. EAUTOCLAIMS acknowledges that
                    the Raptor software program has not been developed.

<PAGE>

          c.        Raptor  Development.  PARTS.COM shall be solely  responsible
                    for the development of the Raptor software  program,  except
                    that EAUTOCLAIMS agrees to provide all of the data necessary
                    to develop  Raptor to  PARTS.COM.  PARTS.COM  shall  deliver
                    Raptor, in a final, installation-ready form ready for use by
                    EAUTOCLAIMS  users  within one hundred  twenty (120) days of
                    the delivery to Parts.com  of the  technical  specifications
                    for the Raptor  Software  Program.  During  the  development
                    process,  PARTS.COM shall demonstrate  completed  reasonable
                    customizations from time to time as reasonably  requested by
                    EAUTOCLAIMS.

          d.        Intellectual Property Rights to ReallyKnow.  PARTS.COM shall
                    convey to EAUTOCLAIMS all right,  title, and interest in and
                    to  all  work  and  materials  relating  to  the  ReallyKnow
                    Software  Program  including  the  copyright,  trade  secret
                    rights,  and all other right,  title, and interest  therein,
                    and  consisting  of all existing  source code,  object code,
                    documentation, flow charts, design documents, and record and
                    file layouts relating thereto,  and all trademarks,  service
                    marks,  logos,  trade dress and universal  resource locators
                    associated  therewith,  if any.  This  exclusive  conveyance
                    shall include, but is not limited to, the rights to publish,
                    reproduce,  transmit, adapt, prepare derivative works, sell,
                    or  otherwise  make  use  of  the  software  (including  all
                    subsequent   additions,   revisions,   supplements  to,  and
                    versions of the  software  and  derivatives,  regardless  of
                    length  or  nature)  throughout  the  world,  in any form or
                    medium and in any  language,  and to  license  or  otherwise
                    transfer  to others  the  rights  commensurate  herewith  in
                    connection with the software.

          e.        Intellectual   Property   Rights  to   Raptor.   EAUTOCLAIMS
                    acknowledges  that the Raptor  Software  Program  shall be a
                    derivative work of the TradeMotion software program owned by
                    PARTS.COM.  EAUTOCLAIMS  acknowledges  that PARTS.COM is the
                    exclusive   owner  of  all   intellectual   property  rights
                    associated  with  TradeMotion  and nothing in this Agreement
                    shall  be   construed   to  transfer   any  such  rights  to
                    EAUTOCLAIMS.  Notwithstanding the foregoing, PARTS.COM shall
                    convey to EAUTOCLAIMS all right,  title, and interest in and
                    to all new and original work and  materials  relating to the
                    Raptor  Software  Program  not  currently  included  in  the
                    TradeMotion  software  program,   including  the  copyright,
                    patent, trade secret rights, and all other right, title, and
                    interest  therein,  and  consisting  of all existing  source
                    code,  object  code,  documentation,   flow  charts,  design
                    documents, and record and file layouts relating thereto, and
                    all  trademarks,  service  marks,  logos,  trade  dress  and
                    universal resource locators  associated  therewith,  if any.
                    This exclusive  conveyance shall include, but is not limited
                    to,  the  rights to  publish,  reproduce,  transmit,  adapt,
                    prepare derivative works, sell, or otherwise make use of the
                    software  (including  all subsequent  additions,  revisions,
                    supplements   to,  and   versions   of  the   software   and
                    derivatives,  regardless of length or nature) throughout the
                    world,  in any form or medium  and in any  language,  and to
                    license  or   otherwise   transfer   to  others  the  rights
                    commensurate herewith in connection with the software.

3.       Exclusive Rights to Access, Market and Sell.
         -------------------------------------------

          a.        TradeMotion  Products.  PARTS.COM  grants to EAUTOCLAIMS the
                    right to market and sell PARTS.COM  TradeMotion  Products in
                    accordance  with the  PARTS.COM  Software  Dealer  Agreement
                    attached hereto as Exhibit A and incorporated  herein.  Said
                    Software Dealer Agreement shall include the right to include
                    TradeMotion   StoreFront   as  part   of  the   "EAUTOCLAIMS
                    Management  System." The sales of all  TradeMotion  products
                    shall be invoiced by and through PARTS.COM.

          b.        EAUTOCLAIMS   Software   Products.   EAUTOCLAIMS  grants  to
                    PARTS.COM the right to market and sell EAUTOCLAIMS  Products
                    in accordance with the EAUTOCLAIMS Software Dealer Agreement
                    attached hereto as Exhibit B and  incorporated  herein.  The
                    sales of all  EAUTOCLAIMS  products shall be invoiced by and
                    through EAUTOCLAIMS.

          c.        Fulfillment   Procedures.   The  Parties   hereto  agree  to
                    cooperate in the  development of reasonable  fulfillment and
                    implementation procedures related to the respective products
                    of the parties.

          d.        Exclusivity  of  TradeMotion  Products.  Except as  provided
                    herein and during the term hereof, the rights of EAUTOCLAIMS
                    to market and sell TradeMotion  products shall be exclusive,
                    except that  PARTS.COM may also market and sell  TradeMotion
                    products  directly  to  car  dealerships  and/or  automotive
                    manufacturers.

          e.        Exclusivity  of  EAUTOCLAIMS  Products.  Except as  provided
                    herein and during the term  hereof,  the rights of PARTS.COM
                    to market and sell EAUTOCLAIMS  products shall be exclusive,
                    except that EAUTOCLAIMS may also market and sell EAUTOCLAIMS
                    products.

          f.        Exclusive   Access  to  Claims  Area   Procurement   System.
                    PARTS.COM  grants  to  EAUTOCLAIMS  the  exclusive  right to
                    access the PARTS.COM "Claims Area Procurement System," known
                    as CAPS.  EAUTOCLAIMS  may  access  the CAPS  system for the
                    purpose of marketing and offering CAPS and similar  products
                    to  prospective  customers  and users.  PARTS.COM  shall not
                    allow any third  party  including,  but not  limited to, any
                    competitor of EAUTOCLAIMS or any other claims  organization,
                    to access the CAPS system, or any similar products,  for the
                    purpose of  marketing  and  allowing  use thereof and access
                    thereto,  without the prior written  consent of EAUTOCLAIMS,
                    during  the term of this  agreement.  Nothing  herein  shall
                    prohibit  PARTS.COM from directly  accessing,  marketing and
                    otherwise selling the CAPS system.

<PAGE>

          g.        Exclusive Procurement Rights.  EAUTOCLAIMS grants and awards
                    to PARTS.COM the exclusive  right to procure all  automotive
                    collision  and  mechanical  parts and  accessories  for both
                    on-line and  off-line  sales in  connection  with all claims
                    filed  with  EAUTOCLAIMS.  EAUTOCLAIMS  shall  not  partner,
                    market or recommend the use of another  company,  whether or
                    not the company may be  internet-based,  for the procurement
                    of automotive parts during the term of this Agreement.

          h.        Breach of Exclusivity. The Parties acknowledge that a breach
                    or  threatened  breach  of the  exclusivity  of the right to
                    access,   market  and/or  sell  products   granted  in  this
                    Agreement will result in immediate and  irreparable  harm to
                    the party  receiving  that  exclusive  right,  entitling the
                    party receiving that right to immediate  injunctive  relief.
                    The parties further acknowledge that injunctive relief is in
                    addition to all other remedies at law or in equity available
                    to the receiving party.

          i.        Liquidated  Damages.  The  parties  agree that the amount of
                    damages  which would be sustained by a party for a breach of
                    their  exclusive  rights to  market  and sell  products  are
                    substantial,  but not reasonably ascertainable at this time.
                    It is therefore agreed to by the parties, that the amount of
                    five  million  dollars  is  a  fair  and  proper  amount  of
                    liquidated  damages.  The  liability  as herein set forth is
                    fixed as  liquidated  damages  and not as a penalty and this
                    liability shall be complete and exclusive.

4.       Consideration.
         --------------

          a.        ReallyKnow.   In  consideration  for  the  purchase  of  the
                    ReallyKnow  Software  Program,   EAUTOCLAIMS  shall  pay  to
                    PARTS.COM  a  total  of  Three  Hundred   Thousand   Dollars
                    ($300,000.00), payable as follows:

                         1.       $5,000 on March 23, 2001; and
                         2.       $45,000 on April 11, 2001; and
                         3.       $50,000 on April 23, 2001; and
                         4.       $50,000 on May 8, 2001; and
                         5.       $50,000 on May 22, 2001; and
                         6.       $50,000 on June 5, 2001; and
                         7.       $50,000 on June 19, 2001.

          b.        Raptor.  In  consideration  for the  purchase  of the Raptor
                    Software Program, EAUTOCLAIMS shall pay to PARTS.COM a total
                    of Sixty Thousand Dollars ($60,000.00), payable as follows:

<PAGE>

                         1.       $5,000 on March 23, 2001; and
                         2.       $5,000 on April 11, 2001; and
                         3.       $10,000 on April 23, 2001; and
                         4.       $10,000 on May 8, 2001; and
                         5.       $10,000 on May 22, 2001; and
                         6.       $10,000 on June 5, 2001; and
                         7.       $10,000 on June 19, 2001.

          c.        TradeMotion  Products.  For the right to market and sell any
                    and  all  TradeMotion  products,  EAUTOCLAIMS  shall  pay to
                    PARTS.COM the following:

                    1.        Seventy   percent   (70%)   of   all   setup   and
                              subscription  fees  paid  to  PARTS.COM  for  each
                              dealership  enrolled  to receive  any  TradeMotion
                              Products; and

                    2.        Fifty percent (50%) of the gross revenue  actually
                              received   by    PARTS.COM    generated   by   all
                              transactions   for  the   procurement   of   parts
                              purchased  by  EAUTOCLAIMS   directly  or  through
                              dealerships enrolled by EAUTOCLAIMS; and

                    3.        The  amounts  paid  by  EAUTOCLAIMS  to  PARTS.COM
                              pursuant  to Sections  4(c)(1) and 4(c)(2)  herein
                              shall be a minimum of Twenty-Five Thousand Dollars
                              ($25,000.00)  per  month  for the  first  Calendar
                              Month  for  which  payment  are due.  The  minimum
                              amount due shall  increase  two  thousand  dollars
                              ($2,000.00)  each successive  calendar month until
                              the  amount  shall  reach   thirty-five   thousand
                              dollars ($35,000.00),  after which it shall remain
                              at  that  amount  for the  remaining  term of this
                              Agreement.

          d.        EAUTOCLAIMS Software Products. For the sale and placement of
                    any and all  EAUTOCLAIMS  Software  products  by  PARTS.COM,
                    EAUTOCLAIMS shall pay to PARTS.COM as follows:

                    1.        Thirty percent (30%) of all setup and subscription
                              fees  paid  to  EAUTOCLAIMS  for  each  dealership
                              enrolled to receive any EAUTOCLAIMS Products; and

                    2.        Fifty percent (50%) of the gross revenue  actually
                              received   by   EAUTOCLAIMS   generated   by   all
                              transactions   through  dealerships   enrolled  by
                              PARTS.COM.

          e.        Settlement.  Payments to the respective  parties pursuant to
                    this section  shall be made by wire  transfer not later than
                    the last  business day of the calendar  month  following the
                    calendar month in which funds  generated by the  transaction
                    were actually received.  Payments to either party hereto not
                    made when due, shall bear interest,  compounded monthly at a
                    rate of one percent (1%) per month, or the highest rate then
                    lawful,  whichever  is lower,  from the date the payment was
                    due until it is received by the party due such payment

<PAGE>

          f.        Accounting.  For purposes of  validating  payments  made and
                    paid for under  this  Agreement,  each  party  reserves  the
                    right, at its own expense, to inspect the invoice, financial
                    records  and/or any other  documents  that  reveal  revenues
                    generated  by the  products  described  in Section 3 herein.
                    Each party shall make available such documents during normal
                    hours of business,  and for at least 2 years  following  the
                    termination of this Agreement.

5.       Customizations of Software Programs; Installation; Technical Services.
         ---------------------------------------------------------------------

          a.        Installation   of   Software   Programs.   As  part  of  its
                    consideration   herein   and  with  no   further   costs  to
                    EAUTOCLAIMS,  PARTS.COM shall install the Software  Programs
                    on EAUTOCLAIMS'  computer  systems and shall tests to insure
                    the  Software   Program   operate  in  accordance  with  the
                    technical  specifications  attached  hereto  as  Exhibit  C.
                    Installation  shall be  completed by PARTS.COM no later than
                    six (6) months from the Effective Date of this Agreement.

          b.        Customization  of Raptor  Software  Program.  As part of its
                    consideration   herein   and  with  no   further   costs  to
                    EAUTOCLAIMS, PARTS.COM shall configure the Client version of
                    the Raptor Software Program within the EAUTOCLAIMS  computer
                    system to be  available  for download to  EAUTOCLAIMS'  body
                    shops Members.

          c.        Technical Services. As part of its consideration
                              herein and with no further  costs to  EAUTOCLAIMS,
                              for the first six months after the Effective  Date
                              of  this   Agreement,   PARTS.COM   shall  provide
                              technical  services  to  (a)  update  and  re-code
                              EAUTOCLAIMS' website in accordance with reasonable
                              specifications and design requirements provided by
                              EAUTOCLAIMS,  and (b) develop a new website  named
                              HMOFORYOURCAR.COM  under the direction and control
                              of  EAUTOCLAIMS  in  accordance   with  reasonable
                              specifications and design requirements provided by
                              EAUTOCLAIMS.

6.       Term of Agreement; Termination.
         ------------------------------

          a.        Term.  The term of this  Agreement  shall be five (5) years,
                    beginning on the Effective Date hereof, unless terminated by
                    either party for "cause," as defined herein.

          b.        Termination  for Cause.  Either party  hereto may  terminate
                    this  Agreement for "cause," such cause being limited to any
                    uncured   material   breach  by  the  other   party  of  its
                    obligations under this Agreement,  including but not limited
                    to any party  filing  for  bankruptcy  or being  adjudicated
                    insolvent.

<PAGE>

          c.        Notice of  Cause/Breach.  The Notice of  Cause/Breach  shall
                    describe  such breach or cause in such  particularity  as to
                    provide the receiving  party with  reasonable  notice of the
                    alleged breach or cause.

          d.        Cure  of   Cause/Breach.   The  party  receiving  Notice  of
                    Cause/Breach shall have thirty (30) days from the receipt of
                    notice of Cause/Breach  to cure the alleged  Cause/Breach or
                    otherwise   reasonable  dispute  such  alleged  Cause/Breach
                    exists.

          e.        Bankruptcy  by  PARTS.COM.   In  the  event  of  PARTS.COM's
                    bankruptcy,  insolvency,  or  other  inability  to host  the
                    TradeMotion system, upon reasonable notice,  PARTS.COM shall
                    make its best  efforts  to permit  EAUTOCLAIMS  to utilize a
                    third party internet  host,  determined by  EAUTOCLAIMS,  to
                    host  TradeMotion  until  such  time  as  PARTS.COM  has the
                    ability to host the TradeMotion system.

7.       Intellectual Property and other Confidential Information.
         ---------------------------------------------------------

          a.        Nondisclosure    of   Intellectual    Property   and   Other
                    Confidential Information. The parties hereto acknowledge and
                    recognize  that, in connection with the performance of their
                    duties  and  obligations  hereunder,  each has and will have
                    access   to   certain   intellectual   property   and  other
                    confidential  information of the other,  including,  but not
                    limited  to,  the  identity  of  clients,  the  identity  of
                    prospective  clients,  the  existence of  negotiations  with
                    prospective clients of the parties,  all drawings,  records,
                    sketches,    models,    financial   information,    customer
                    information,  trade secrets, product development,  software,
                    source codes and micro codes (hereinafter referred to as the
                    "Confidential  Information").   The  parties  hereto  hereby
                    acknowledge that the maintenance of the  confidentiality  of
                    the Confidential  Information and restrictions on the use of
                    the  Confidential  Information  is  essential to the parties
                    hereto.  The parties hereto shall not, at any time,  whether
                    during the term of this  Agreement or after the  termination
                    hereof for any reason  whatsoever,  divulge or reveal any of
                    the Confidential Information to any person, party or entity,
                    directly or  indirectly.  In  addition,  the parties  hereto
                    shall not utilize any of the  Confidential  Information  for
                    either of their respective  benefit,  for the benefit of any

<PAGE>

                    subsequent employer or competitor of such party. The parties
                    hereto shall maintain the Confidential Information in strict
                    confidence  and  shall  not  copy,  duplicate  or  otherwise
                    reproduce,   in  whole  or  in   part,   such   Confidential
                    Information,  except as necessary  for such party to perform
                    services  pursuant to this  Agreement.  Upon the termination
                    hereof each party hereto shall immediately  surrender to the
                    other  any  and  all  memoranda,  records,  files  or  other
                    documents and any other materials (including  photocopies or
                    other   reproductions)    relating   to   the   Confidential
                    Information. The parties hereto shall indemnify and hold the
                    other  harmless  from any  loss,  damage,  expense,  cost or
                    liability  arising out of any unauthorized use or disclosure
                    of the  Confidential  Information.  Both parties  agree that
                    they will not  disclose the fact that they have entered into
                    or terminated this Agreement,  nor any provisions hereof, or
                    use  the  other's  name,  trademarks  or  service  marks  in
                    connection  with any  advertising  or  promotional  activity
                    unless  the other  gives its prior  written  consent to such
                    disclosure or use of its name in each instance.  The parties
                    will  develop  a joint  communique  or press  release  to be
                    released after approval of this Agreement. The provisions of
                    this  Section   shall  survive  the   termination   of  this
                    Agreement.

          b.        Use of PARTS.COM  Intellectual  Property. The parties hereto
                    acknowledge  that  PARTS.COM is granting a  non-transferable
                    restricted license to EAUTOCLAIMS for the use of TradeMotion
                    products.    EAUTOCLAIMS    acknowledges    that   PARTS.COM
                    exclusively  owns  all  TradeMotion   product   intellectual
                    property.   PARTS.COM   licenses   EAUTOCLAIMS   to  utilize
                    TradeMotion  products for the sole purpose of displaying the
                    products  offered for sale by PARTS.COM and  EAUTOCLAIMS  on
                    each of their respective  private websites.  PARTS.COM shall
                    retain all ownership of and right to utilize all TradeMotion
                    products,   and  all  related  software  and  technology  in
                    connection with PARTS.COM's own business. EAUTOCLAIMS agrees
                    that it will  not  challenge  the  ownership,  title  and/or
                    rights of  PARTS.COM  related  to any  TradeMotion  product.
                    EAUTOCLAIMS  shall  not at any time  acquire  any  ownership
                    rights to such  property  by virtue of any of its  duties or
                    rights  described in this Agreement.  EAUTOCLAIMS  shall not
                    disclose  any  information  associated  with any property or
                    information  owned or  controlled  by PARTS.COM to any third
                    parties  without the written  consent of  PARTS.COM,  except
                    with respect to the  presentation  of the  functionality  of
                    such  property  for the  purpose  of the  sale  of  services
                    generally sold by EAUTOCLAIMS.

          c.        Non-Pirating  of  Software.  The  parties  shall not reverse
                    engineer,  decompile,  disassemble  or otherwise  attempt to
                    derive the Source  Code/Microcode of any software  delivered
                    by either party in Object Code form from the others. Nothing
                    in this Agreement shall otherwise  prevent  EAUTOCLAIMS from
                    independently  developing  its own unique  system and source
                    code to perform similar functions as those  contemplated for
                    Raptor.  Neither party shall remove or modify any notices or
                    legends  contained  in or  placed  upon  any  technological,
                    software or other  property of either of the parties  hereto
                    without  the  express  written  consent  of such  consenting
                    party.

          d.        Work for Hire.  All  results of the  services  performed  by
                    PARTS.COM in the development of the Raptor Software  Program
                    and the  customization  of the ReallyKnow  Software  Program
                    hereunder,  in any form, shall be work for hire. EAUTOCLAIMS
                    shall own the exclusive, entire right, title and interest in
                    and to any such developments or improvements.

<PAGE>

          e.        Survivability.  The provisions of this Section shall survive
                    the termination of this Agreement.

8.        Release.  Each party  hereto  releases  the other  from any  liability
          associated  with  any   inaccuracies  or  errors  in  the  information
          furnished  by the  furnishing  party which was  unintentional  and not
          reasonably obvious to the producing party.

9.        Injunctive  Relief. The parties hereto acknowledge that (i) each would
          be  irreparably  harmed  as a result  of a breach  by the other of the
          provisions of this Agreement, (ii) no amount of money would adequately
          compensate the  non-breaching  party for such harm, and (iii) it would
          be difficult,  if not  impossible,  to calculate the monetary  damages
          which  might  accrue  to the  non-breaching  party as a result of such
          breach.  The breaching party therefore agrees that in the event of any
          breach  or  contemplated  breach of the  terms or  provisions  of this
          Agreement,  the  non-breaching  party  shall be  entitled to obtain an
          injunction or similar  equitable  relief  against the breaching  party
          from any  court of  competent  jurisdiction  in order to  enforce  the
          provisions hereof.  Notwithstanding  the foregoing,  the non-breaching
          party shall also be entitled to obtain monetary  damages to the extent
          calculable  as a result of the  breach by the  breaching  party of the
          provisions of this Agreement.

10.       Indemnity.  Each party hereto  ("Indemnitor") shall indemnify,  defend
          and hold  harmless the other party hereto,  its  officers,  directors,
          employees,  agents,  shareholders,  others (collectively "Indemnitee")
          against  and in respect of any and all claims,  settlements,  demands,
          losses,   costs,   expenses,   obligations,    liabilities,   damages,
          recoveries,  and  deficiencies,   including  interest,  penalties  and
          reasonable  attorneys'  fees  and  disbursements  (including,  but not
          limited  to, any  attorneys'  fees and  disbursements  incident to any
          appeals),  that  Indemnitee  may incur or suffer which  arise,  result
          from,  or  relate  to  either  (i) any  breach  of or  failure  by the
          Indemnitor  to  perform  any of  its  duties  and/or  responsibilities
          described  in this  Agreement or other  instrument  furnished or to be
          furnished by the Indemnitor under this Agreement,  (ii) any action (or
          failure  to  act)  of  Indemnitor,   including,   without  limitation,
          noncompliance  with any local,  federal and state statutes,  rules and
          regulations,   or   (iii)   any   transfer   to   third   parties   or
          misappropriations  of  any  proprietary   information  of  Indemnitee.
          Indemnitor  shall promptly  notify  Indemnitee of the existence of any
          claim,   demand   or   other   matter   to  which   the   Indemnitee's
          indemnification  obligations  would apply, and shall give Indemnitee a
          reasonable  opportunity to defend the same at Indemnitor's expense and
          with counsel of Indemnitee's selection; provided that Indemnitee shall
          at all times also have the right to fully  participate  in the defense
          at its expense.  If Indemnitor shall,  within five (5) days after such
          notice,  fail to initiate  such a defense,  Indemnitee  shall have the
          right,  but not the  obligation,  to undertake  the defense of, and to
          compromise  or settle  the claim or other  matter on  behalf,  for the
          account, and at the risk of the Indemnitor.

<PAGE>

11.       Survival.  The terms,  conditions,  obligations  and covenants of this
          Agreement  shall survive its  execution by the parties  hereto and the
          execution of all contracts  hereafter entered into between the parties
          hereto except to the extent that such  transactions  and contracts may
          be inconsistent with this Agreement.

12.       Title to Software Programs. PARTS.COM has good and marketable title to
          the Software Programs, free and clear of restrictions or conditions on
          the licensing or assignment thereof,  and free and clear of mortgages,
          liens, pledges, charges,  encumbrances,  equities,  claims, covenants,
          conditions or restrictions of any kind whatsoever, except for the lien
          granted to EAUTOCLAIMS and attached hereto as Exhibit D. PARTS.COM has
          granted no licenses or rights of any kind to third parties relating to
          any of the Software Programs.

13.       Litigation.  There are (i) no actions,  proceedings or  investigations
          pending or, to the best  knowledge  of  PARTS.COM  after due  inquiry,
          threatened,  or verdicts or judgments entered against PARTS.COM or any
          officer thereof,  before any court or before any administrative agency
          or officer,  the existence of which would materially  detract from the
          value of the  Software  Programs to  EAUTOCLAIMS,  or (ii) to the best
          knowledge of  PARTS.COM,  no  violations  by PARTS.COM of any foreign,
          state or local laws,  regulations  or orders  which  would  materially
          detract from the value of the Software Programs to EAUTOCLAIMS.

14.       No Infringement.  PARTS.COM  represents and warrants that the Software
          Programs do not infringe  upon or violate any United States or foreign
          patent, copyright, trademark or trade secret of any third party.

15.       Full Disclosure. All information relating to the Software Programs has
          been or will be delivered to EAUTOCLAIMS.  PARTS.COM warrants that the
          specifications to be delivered to EAUTOCLAIMS are in sufficient detail
          to enable EAUTOCLAIMS to use and maintain the Software Programs.

16.       Warranty.  PARTS.COM  warrants that the Software  Programs conform to,
          and will operate in accordance  with, the written  specifications  and
          documentation  provided  to  EAUTOCLAIMS  hereunder  and are free from
          material defects. In the event the Software Programs do not operate in
          accordance  with said  specifications  or  contain  material  defects,
          PARTS.COM shall promptly  provide  technical  services at no charge to
          EAUTOCLAIMS in order to correct such operational  problems or material
          defects.

17.       Limitation of Liability. EXCEPT AS SET FORTH ABOVE, PARTS.COM MAKES NO
          REPRESENTATION  OF ANY  KIND  REGARDING  THE  SOFTWARE  PROGRAMS,  AND
          SPECIFICALLY  DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR
          ANY PARTICULAR PURPOSE AND ANY WARRANTY OF MERCHANTABILITY.

18.       Governing  Law;  Venue.  This  Agreement  shall  be  governed  by  and
          construed  in  accordance  with the laws of the State of Florida,  and
          venue for any legal  proceeding  or  action at law  arising  out of or
          construing  this  Agreement  shall lie in the state courts of Pinellas
          County,  Florida,  for  judicial  acceptance  of award and an order of
          acceptance as the case may be.

<PAGE>

19.      Attorney's  Fees and Costs.  In the event a dispute  arises between the
         parties  hereto and suit is instituted,  the  prevailing  party in such
         litigation shall be entitled to recover reasonable  attorney's fees and
         other  costs  and  expenses  from  the  non-prevailing  party,  whether
         incurred at the trial level or in any appellate proceeding.

20.      Severability.  If any  provision  of this  Agreement  shall be declared
         invalid or  unenforceable  by a court of  competent  jurisdiction,  the
         invalidity or  unenforceability  of such provision shall not affect the
         other  provisions  hereof,  and this  Agreement  shall be construed and
         enforced in all respects as if such invalid or unenforceable  provision
         was omitted.

21.      Completeness of Agreement. All understandings and agreements heretofore
         made between the parties  hereto with respect to the subject  matter of
         this  Agreement  are merged  into this  document  which alone fully and
         completely expresses their agreement.  No change or modification may be
         made to this Agreement except by instrument in writing duly executed by
         the parties hereto with the same formalities as this document.

22.      Notices.  Any and all  notices  or other  communications  provided  for
         herein shall be given in writing and shall be (i) delivered by hand, or
         (ii)  delivered  through  the  United  States  mail,  postage  prepaid,
         certified or registered,  return receipt requested,  or (iii) delivered
         through  Federal  Express,  Express  Mail,  Airborne,  Emery  or  other
         expedited  mail or courier  service which  provides  proof of delivery,
         addressed as follows:

                  If to PARTS.COM:          PARTS.COM, Inc.
                                            121 E. First Street
                                            Sanford, Florida 32771
                                            Attention: Shawn D. Lucas, President

                  With copy to:             Kevin Hubbart & Associates
                                            420 Park Place, Suite 100
                                            Clearwater Beach, Florida 33759
                                            Attention:  Kevin J. Hubbart

                  If to EAUTOCLAIMS:        EAUTOCLAIMS, Inc.
                                            2708 U.S. Alternate 19 North
                                            Suite 604
                                            Palm Harbor, Florida 34683
                                            Attention: Eric Seidel, President

                  With a copy to:           Johnson, Blakely, Pope & Bokor, P.A.
                                            Clearwater Office
                                            911 Chestnut Street
                                            Clearwater, Florida 33757-
                                            Attention:  Mike Cronin,
                                            Legal Counsel

<PAGE>

          Any party may,  from time to time,  give  notice to the other party of
          some other  address to which notices or other  communications  to such
          party shall be sent, in which event,  notices or other  communications
          to such  party  shall be sent to such  address.  Any  notice  or other
          communication  shall  be  deemed  to  have  been  given  and  received
          hereunder as of the date the same is actually  hand  delivered  or, if
          mailed,  when  deposited in the United States mail,  postage  prepaid,
          registered or certified, return receipt requested.

23.       Assignment.  Neither party hereto may assign its rights or obligations
          hereunder without the prior written consent of the other party hereto.
          In the event of a sale of the  business  of either  party  hereto to a
          third  party  (whether  by sale of all or a majority of its issued and
          outstanding shares of stock, by merger or reorganization, or by a sale
          of all or  substantially  all of its assets),  then the  covenants and
          provisions  contained  herein  shall be assigned by such party to such
          third party  purchaser  without the prior written consent of the other
          party.

24.       Binding Effect.  This Agreement shall be binding upon and inure to the
          benefit  of  the  respective   parties  hereto,   their  heirs,  legal
          representatives, successors and permitted assigns.

25.       Counterparts.  This Agreement may be executed in several counterparts,
          each of which  shall be deemed  an  original,  and all of which  shall
          constitute but one and the same instrument.

26.       Bankruptcy  and  Source  Code  Escrow.  In the  event a  petition  for
          involuntary bankruptcy is filed against PARTS.COM and is not dismissed
          within thirty (30) days, or upon PARTS.COM filing a voluntary petition
          under any section of the United States  Bankruptcy Code ("Code"),  the
          following  terms  shall  apply  (i)  EAUTOCLAIMS  may  exercise,   and
          PARTS.COM agrees not to contest  EAUTOCLAIMS'  exercise of, any rights
          that may be available to creditors under the Code, including,  without
          limitation,  any  rights  EAUTOCLAIMS  may have under  Section  365(n)
          thereof;  or (ii)  EAUTOCLAIMS may contract  directly with current and
          former  employees and consultants of PARTS.COM for technical  services
          notwithstanding  the provisions of any  non-competition  agreements or
          other  contractual  restrictions that may be in effect with respect to
          such  individuals,  but  limited to the  Software  Programs  as herein
          defined; or (iii) Third parties selected by EAUTOCLAIMS may assume and
          perform any of PARTS.COM's warranty and service obligations under this
          Agreement  without  violating any of the terms and  conditions of this
          Agreement and  PARTS.COM  waives any  infringement  claims it may have
          with  respect  to the work  product of such  third  parties;  and (iv)
          EAUTOCLAIMS  may obtain a copy of the Source Code as set forth  below.
          Upon  execution of this  Agreement by both  parties,  PARTS.COM  shall
          place one complete  copy of the source code for the Software  Programs
          and for CAPS ("Source Code") in escrow with a third-party escrow agent
          selected by EAUTOCLAIMS. The parties shall execute an escrow agreement
          with the escrow agent which shall  provide,  among other things,  that
          the Source Code shall be released to  EAUTOCLAIMS  without charge upon
          (i) a bankruptcy event as set forth above;  (ii) the sale of PARTS.COM
          to,  or  the  merger  of  PARTS.COM   with,   any  entity  other  than
          EAUTOCLAIMS;  (iii) any  change in  control  of  PARTS.COM,  except if
          control  is  obtained  by  EAUTOCLAIMS;  or (iv)  the  failure  to pay
          applicable escrow charges to the escrow agent.  Applicable charges for
          escrowing the source code shall be the responsibility of PARTS.COM.

<PAGE>

27.       Captions.  The captions  appearing in this Agreement are inserted only
          as a matter of convenience  and in no way define,  limit,  construe or
          describe the scope or intent of any provisions of this Agreement or in
          any way affect this Agreement.

28.       Waiver.  Any failure by either party to enforce any of the  provisions
          of this Agreement shall not constitute a waiver and shall not preclude
          either party from requiring strict compliance at any future time.

29.       Time.  Time  is of the  essence  in all  matters  pertaining  to  this
          Agreement.

30.       Force  Majeure.  Neither  party  shall be  responsible  for  delays or
          failures on performance resulting from acts beyond the control of such
          party.  Such acts  shall  include  but not be  limited to acts of God,
          strikes,   lockouts,   riots,  acts  of  war,  epidemics,   government
          regulations  superimposed  after the fact,  fire,  communication  line
          failures, power failures, earthquakes or other disasters.

31.       Drafting.  The fact that one of the parties hereto may have drafted or
          structured any provision  hereof shall not be considered in construing
          the particular provision either in favor of, or against, such party.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the first date written above.

PARTS.COM, INC.                                      EAUTOCLAIMS, INC.


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

Print Name:                                   Print Name:
            --------------------------------    --------------------------------

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


<PAGE>



                                    EXHIBIT A

                      TradeMotion Products Dealer Agreement



<PAGE>



                                    EXHIBIT B

                      EAUTOCLAIMS Products Dealer Agreement




<PAGE>



                                    EXHIBIT C

                 Technical Specifications for Software Programs



<PAGE>



                                    EXHIBIT D

                      EAUTOCLAIMS lien on Software Programs






MTC/ej/241778