AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          This  Agreement  is  effective  as  of  the  21st  day  of  May,  2001
("Agreement") and is by and between EAUTOCLAIMS.COM,  INC., a Nevada corporation
("Company"), and ERIC SEIDEL, a resident of the State of Florida ("Executive").


          WHEREAS,  the Company and the  Executive  entered  into an  Employment
Agreement dated February 1, 2000;

          WHEREAS,  the Company  desires to continue to employ the Executive and
the  Executive  desires to continue  to be  employed by the Company  pursuant to
revised terms and conditions; and

          WHEREAS,  the  Company  and the  Executive  wish to  enter  into a new
employment  agreement covering the continued  employment of the Executive by the
Company.

          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 with
the Company, subject to the terms and conditions set forth in this Agreement.

                  (b)  Termination  of Prior  Agreement.  Upon execution of this
Agreement by both parties, the Employment Agreement dated February 1, 2000, will
automatically  terminate  and this  Agreement  will  supersede  and  replace the
Employment Agreement dated February 1, 2000.

                  (c) Term.  The term of this  Agreement  shall  commence on the
date  first  indicated  above  and  shall  remain  in  effect  for two (2) years
thereafter ("Term").

         2.     Duties.
                ------

                  (a) General Duties. The Executive shall serve as the President
and Chief Executive Officer of the Company with duties and responsibilities that
are customary for such executives  including,  without  limitation,  the overall
management,  leadership and future vision of the Company subject to the approval
and  ratification  of such  other  duties  from  time to  time by the  Board  of
Directors of the Company.

<PAGE>

                  (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.

                  (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).
Notwithstanding the foregoing,  Executive shall have the right and is encouraged
to devote time,  attention and energies  during normal  business hours to Junior
Chamber  International  (Jaycees)  including  running  for  and  holding  local,
national and international  office.  Executive's devotion of time, attention and
energies  during normal  business  hours to the Jaycees shall not be a breach of
this employment agreement.

         3.     Compensation and Expenses.
                -------------------------

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

                    (i)       From May 21, 2001 to December 31, 2001, the amount
                              of $200,000;

                    (ii)      From January 1, 2002, the amount of $250,000 until
                              increased, but not decreased, based on a review by
                              the Compensation Committee prior to the end of the
                              Company's 2002 fiscal year.

                  The Base Salary  shall be prorated for any period of less than
a full calendar year.

                  The Company  shall pay the  Executive his Base Salary in equal
installments no less frequently than semi-monthly.

                  (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.

                  (c)  Bonus.  The  Company  shall pay the  Executive  a special
one-time  performance and merit bonus equal to 15% of Base Salary by January 15,
2002.  Executive  shall also be entitled  to receive  bonus  compensation  in an
amount  as  approved  by  the  Company's  Board  of  Directors  based  upon  the
performance  criteria as may be established by the  Compensation  committee from
time to time.  Such  bonuses  may be paid in cash or  issued  in  shares  of the
Company's common stock as elected by Executive. At no time may the bonus be less
than 5% of the  Company's  income  before  taxes as  computed  under  GAAP.  The
Executive may elect to receive the bonus in the Company's common stock at 90% of
the current  market value.  Current market value shall be the closing base price
of the Company's common stock on the date such bonus is declared by the Board of
Directors.

                                       2
<PAGE>

                  (d)  Expenses.   In  addition  to  any  compensation  received
pursuant  to  Section  3, the  Company  will  reimburse  the  Executive  for all
reasonable,  ordinary and 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.  Such reimbursement shall include travel,  lodging and food
costs  for  Executive's  immediate  family  to the  extent  they  accompany  the
Executive on business related travel.

                  (e) 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.

                  (f)      Additional  Equity Based  Incentive  Compensation.
The Executive  shall be entitled to  additional  annual  equity-based  incentive
compensation  as set forth in the Company's  Management  Incentive  Compensation
Plan as established by the Compensation Committee of the Board of Directors.

                  (g)      Personal  Expense  Allowance.  In  addition  to  the
reimbursement  of expenses under subsection (d) above, the Company shall pay the
Executive a personal  expense  allowance  of $2,000 per month during the term of
this Agreement.

                  (h)  Non-Interest  Loans.  Upon execution of this Agreement by
both parties,  the Company shall loan the Executive the sum of $50,000  pursuant
to the terms of a loan  agreement  which will require  repayment of such amount,
without interest, twenty-four (24) months after the date of the loan, subject to
the other  provisions of this Agreement.  Within five (5) working days following
the  completion  of an  initial  public  offering,  the  Company  shall loan the
Executive an additional $250,000 pursuant to the terms of a loan agreement which
will require repayment of such amount, without interest, twenty-four (24) months
after the date of the loan,  subject to the other  provisions of this Agreement.
The Company  shall release the  Executive  from the  obligation to pay back such
loans if (i) the Executive fully performs his  obligations  under this Agreement
for the entire term hereof;  (ii) there is a Change of Control of the Company as
provided in Section 7 below; or (iii) the  Executive's  employment is terminated
for any reason other than for "Cause" pursuant to Section 5(a).

         4.       Benefits.
                  --------

                  (a)  Vacation.  For each  calendar year during the Term during
which the  Executive is employed,  the  Executive  shall be entitled to vacation
(which  shall  accrue and vest,  except as may be  hereinafter  provided  to the
contrary,  on each January lst thereof)  without loss of  compensation  or other
benefits to which he is entitled under this Agreement, as follows:

                                       3
<PAGE>

                    (i)       For the  remainder of calendar  year 2001, 20 work
                              days;

                    (ii)      For calendar year 2002, 25 work days; and

                    (iii)     For 2003 until  termination of this Agreement,  35
                              work days.

          If the  Executive is unable to take all of his vacation  days during a
year for which he becomes vested therein, then the Executive at his sole option,
may elect to (x) carry over any unused  vacation to the next calendar year to be
used solely in that next year or (y) receive an appropriate  pro rata portion of
his Base Salary corresponding to the year in which vacation days vested.

          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.

          (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.

          (c)  Automobile  Allowance.  During  the term of this  Agreement,  the
Company shall pay the  Executive an  additional  $750 per month as an automobile
allowance to be applied to any automobile expense incurred by the Executive.

          (d) Annual  Physical.  The Executive agrees to have an annual physical
examination  performed  by a  physician  of his choice  during each year of this
Agreement.  The Company  shall  reimburse  Executive for the costs of his annual
physical examination.

          (e)  Additional  Benefits.  The Company shall provide to the Executive
additional benefits with a fair market value of $24,000 per year for the balance
of the  term  of  this  Agreement.  Such  additional  benefits  may  include  an
additional  automobile  allowance,  a housing  allowance,  additional  vacation,
and/or membership to organizations or clubs.

          (f)  Educational  Benefits.  The Company  shall pay or  reimburse  the
Executive  for  all  educational  endeavors  of  the  Executive,   provided  the
educational  establishment  is considered of good reputation and the studies are
relevant to the Company's business or the Executive's management duties.

         5.       Termination.
                  -----------

                  (a)  Termination  by Company  for Cause.  The Company may only
terminate  the  Executive's   employment   pursuant  to  this  Agreement  before
expiration of the Term for cause only upon  fulfillment of the events  described
in  subparagraph  5(a)(i)  below.  Upon  any such  termination  for  cause,  the

                                       4
<PAGE>

Executive  shall  have no right to other  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 but
all unvested options shall expire. The loans described in Section 3(h) shall not
be  released,  waived  and  forgiven  in  the  event  of a  termination  of  the
Executive's employment by the Company for cause. For purposes of this Agreement,
the term "cause" shall mean only:

                           (i)    the   Executive's   conviction   of  a   crime
                                  involving  fraud,  theft  or  misappropriation
                                  involving   the   Company   or   any   of  its
                                  subsidiaries  or  affiliates  and all  appeals
                                  with respect thereto have been extinguished or
                                  abandoned by the Executive;

                  (b) 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 then current  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
plus a lump-sum  payment  equal to 2.99 times the then current Base Salary.  Any
unexercised options will remain in effect in accordance with such options terms.
The loans  described in Section  3(h) shall be released,  waived and forgiven in
the event of a termination of this Agreement upon the death or disability of the
Executive.

                  (c) Voluntary  Termination.  Prior to any other termination of
this Agreement,  the Executive may, on ninety (90) days' prior written notice to
the Company given at any time during the Term, terminate his employment with the
Company. Upon any such termination with proper notice, the Company shall pay the
Executive  any  accrued  but  unpaid  Base  Salary  through  the  date  of  such
termination of employment  (not including any accrued but unused  vacation time)
plus a payment  equal to two (2) times the then current Base Salary  (payable in
one lump  sum or in  monthly  payments  as  elected  by the  Executive)  and the
Executive  shall  have  no  further  right  to  other  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 such termination;  provided,  however,  that
any vested but  unexercised  options  shall remain in effect  following any such
termination  and  all  unvested   options  shall   immediately  vest  upon  such
termination.  The loans described in Section 3(h) shall be released,  waived and
forgiven in the event of a voluntary termination of employment by the Executive.

                                       5
<PAGE>

                  (d) Termination  for any reason other than for "Cause",  Death
or Disability or Voluntary Termination.  In the event the Executive's employment
is terminated for any reason other than (i) for "Cause"  (paragraph  5(a)), (ii)
Death  or  Disability  (paragraph  5(b)),  or  (iii)  Voluntary  Termination  by
Executive  (paragraph  5(c)), then the Company shall be obligated to immediately
pay the  Executive  a cash lump sum equal to 2.99  times the then  current  Base
Salary and the loans  described in Section  3(h) shall be  released,  waived and
forgiven and any vested but  unexercised  options shall remain in effect and all
unvested  options shall  immediately vest upon the effective date of termination
pursuant to this paragraph.

         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 eighteen (18)
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
the  foregoing,  if the  Executive  is  terminated  pursuant to Section  5(d) or
termination  occurs for any reason other than for "Cause"  (including  voluntary
termination)  after a Change of Control as  described in Section 7, the 18 month
non-compete provision set forth in this Section 6(a) shall be released and of no
further force or effect unless the Executive elects to have the  non-competition
covenant  take effect in which case the Company shall pay the Executive his Base
Salary  within the 18 month (or such  shorter  period as  elected by  Executive)
non-compete  period.  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. If the Company
does not employ the Executive  beyond the  expiration  of the Term,  the Company
shall pay the  Executive  the Base Salary in effect upon  expiration of the Term
during the 18 month  non-compete  period stated above,  or, with the approval of
the Executive, may release and waive the foregoing non-competition provision.

                  (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
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.

                                       6
<PAGE>

                  (c) Subversion,  Disruption or Interference. At no time during
the  term of  this  Agreement  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.       Change of Control.
                  -----------------


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

                           (i)      the  closing  of  any  merger,  combination,
                                    consolidation     or    similar     business
                                    transaction  involving  the Company in which
                                    the  holders of a majority  of the shares of
                                    the common stock of the Company  immediately
                                    prior to such closing are not the holders of
                                    a majority of the ordinary voting securities
                                    of the surviving entity in such transaction;
                                    or

                           (ii)     the  closing  of any sale by the  Company of
                                    all or substantially all of its assets to an
                                    acquiring  entity in which the  holders of a
                                    majority  of the  shares of common  stock of
                                    the  Company   immediately   prior  to  such
                                    closing are not the holders of a majority of
                                    the  ordinary   voting   securities  of  the
                                    acquiring entity; or

                           (iii)    the  closing  of any sale by the  holders of
                                    common  stock of the Company of an amount of
                                    common   stock  that  equals  or  exceeds  a
                                    majority  of the  shares of common  stock of
                                    the  Company   immediately   prior  to  such
                                    closing to an entity in which the holders of
                                    a majority of the shares of the common stock
                                    of the  Company  immediately  prior  to such
                                    closing are not the holders of a majority of
                                    the ordinary voting securities; or

                           (iv)     a change in the  composition of the Board of
                                    Directors  of  the  Company  such  that  the
                                    current  members  of the Board of  Directors
                                    are no longer the  majority in number of the
                                    Board of Directors.

                                       7
<PAGE>


                           (v)      An Event of  Default is  declared  under the
                                    Securities Purchase Agreement,  Registration
                                    Rights Agreement, Certificate of Designation
                                    of Series A Preferred Stock or other related
                                    agreements with the holders of the Company's
                                    Series A Preferred Stock.

                           (vi)     Any holder of the Series A  Preferred  Stock
                                    elects to  convert  the  Series A  Preferred
                                    Stock into  shares of the  Company's  common
                                    stock,  which  results in the holders of the
                                    Series   A   Preferred   Stock   (or   their
                                    affiliates)   owning  greater  than  fifteen
                                    percent (15%) of the  outstanding  number of
                                    shares of the Company's common stock.

                  (b)  If,  during  the  Term,  the  Executive's  employment  is
terminated  by the Company  after a Change of Control,  the  Executive  shall be
entitled  to receive,  subject to the  provisions  of  subsection  (c) below,  a
lump-sum  payment  equal  to 299% of the  Executive's  current  Base  Salary  in
addition to any other compensation that may be due to and owing to the Executive
under  Section  3  hereof  and all  stock  options  issued  to  Executive  shall
immediately  vest and be exercisable in full at any time over the remaining term
of the stock  options.  In  addition,  in the event of a Change of Control,  the
Executive shall be released from the non-competition  provisions of Section 6(a)
and such restrictive covenants against competition shall be of no further fee or
effect.

                  (c) If,  during the Term, a Change of Control event occurs and
the Executive  voluntarily  terminates  pursuant to Section 5(c),  the Executive
shall be released from the  non-competition  provisions of Section 6(a) and this
non-compete restrictive covenant shall be of no further force or effect.

                  (d) The  amounts  payable  to the  Executive  under  any other
compensation  arrangement  maintained by the Company which become  payable after
payment of the lump-sum provided for in subsection (b) above upon or as a result
of the  exercise by  Executive  of rights  which are  contingent  on a Change of
Control (and would be considered a "parachute  payment" under  Internal  Revenue
Code 280G and regulations thereunder),  shall be reduced to the extent necessary
so that such amounts,  when added to such  lumps-sum,  do not exceed 299% of the
Executive's  Base  Salary (as  computed in  accordance  with  provisions  of the
Internal  Revenue  Code of 1986,  as  amended  and any  regulations  promulgated
thereunder)  for  determining  whether  the  Executive  has  received  an excess
parachute payment. Any such excess amount shall be deferred and paid in the next
tax year.

                  (e) In the event of a proposed Change of Control,  the Company
will allow the Executive to participate in all meetings and negotiations related
thereto.

                  (f) The loans  described  in Section  3(i) shall be  released,
waived and forgiven in the event of a Change of Control.

                                       8
<PAGE>

         8. 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  and any
attempt to do so by the Executive will be void.

         9.  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.

         10.      Notice.  Notices given pursuant to the  provisions of this
Agreement  shall be sent by certified  mail,  postage  prepaid,  or by overnight
courier, or telecopier to the following address:

         To the Company:
                                             eAutoclaims.com
                                             2708 Alt 19 North, Suite 604
                                             Palm Harbor, FL  34683

         To the Executive:                   Eric Seidel
                                             134 Lake Shore Drive
                                             Palm Harbor, FL  34684

         Either party may,  from time to time,  designate  any other  address to
which  any such  notice  to it or him shall be sent.  Any such  notice  shall be
deemed to have been  delivered  upon the earlier of actual  receipt or four days
after deposit in the mail, if by certified mail.

         11.      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.

          (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.

                                       9
<PAGE>

          (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)  Attorney  Review.  The parties  acknowledge  that each has had an
opportunity  to retain an  attorney to review the terms and  conditions  of this
Agreement. No provision hereof shall be interpreted against the interests of one
party solely because such provision was drafted by such party or by the attorney
for such party.

          (g)  Arbitration.  Any controversy or claim arising out of or relating
to this  Agreement,  or the  breach  of this  Agreement,  shall  be  settled  by
arbitration in accordance with the rules of the American Arbitration Association
conducted  in a location  selected by  Executive.  A judgment of a court  having
jurisdiction may be entered upon the arbitrator's award.

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

COMPANY:
EAUTOCLAIMS.COM, INC.

By:
   -----------------------------------------
Name:
     ---------------------------------------
Its:
    ----------------------------------------


EXECUTIVE:

--------------------------------------------
ERIC SEIDEL


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