MODIFICATION AGREEMENT
                             ----------------------

         This MODIFICATION AGREEMENT (the "Modification Agreement") is effective
as of  _______________,  2001,  by and between  eAUTOCLAIMS.COM,  INC., a Nevada
corporation   ("eAutoclaims"),   CANADIAN  ADVANTAGE  LIMITED   PARTNERSHIP  and
ADVANTAGE  (BERMUDA)  FUND,  LTD.  (collectively  "CALP"),  GOVERNORS ROAD, LLC,
("Governors  Road,  and  together  with CALP,  the  "Purchasers"),  and  THOMSON
KERNAGHAN & CO., LTD., a corporation organized under the laws of Ontario, Canada
("Agent").  Agent is entering into this Modification Agreement for itself and as
agent for the  Purchasers  of Series A  Convertible  Preferred  Stock  issued by
eAutoclaims  (the  "Preferred  Stock").  eAutoclaims,  Agent and  Purchasers are
herein collectively called the "Parties".

                                R E C I T A L S:

         WHEREAS,  eAutoclaims  and Agent  entered into that certain  Securities
Purchase Agreement dated as of June 27, 2000 (the "Purchase Agreement"); and

         WHEREAS,  eAutoclaims  and Agent  entered  into that  certain  Security
Agreement dated as of August 25, 2000 (the "Security Agreement"); and

         WHEREAS,  in  accordance  with the  terms  set  forth  in the  Purchase
Agreement,  eAutoclaims has issued shares of its Preferred Stock and Purchasers'
Warrants  ("Purchaser  Warrants") to each  Purchaser upon each funding under the
Purchase Agreement; and

         WHEREAS, as further required under the Purchase Agreement,  eAutoclaims
and Agent entered into a Registration  Rights  Agreement  dated as of August 25,
2000 pursuant to which  eAutoclaims is obligated to register shares of its $.001
par value common stock underlying the Preferred  Stock, the Purchaser  Warrants,
and the hereinafter described Agent's Warrants ("Registration Agreement"); and

         WHEREAS, in consideration for services performed by the Agent under the
Purchase  Agreement,  eAutoclaims  issued Agent's  Warrants to the Agent ("Agent
Warrants"); and

         WHEREAS,  eAutoclaims filed a registration  statement on Form SB-2 (the
"Registration  Statement")  with  the  Securities  and  Exchange  Commission  to
register  Units  comprised of shares of its common stock and  redeemable  common
stock purchase warrants  ("Units"),  File No. 333-55664,  which registration has
been withdrawn due to market conditions; and

         WHEREAS,  the Parties  desire to amend  certain  terms of the  Purchase
Agreement,  the Security Agreement,  the Registration  Agreement,  the Purchaser
Warrants,  and the Agent Warrants (such agreements are collectively  referred to
as the "Preferred Stock Agreements"); and

<PAGE>

         WHEREAS,  the  Parties  previously  entered  into that  certain  Master
Modification  Agreement  effective  January  12,  2001,  and a Letter  Agreement
effective  April 27,  2001 and a  Restated  Master  Modification  Agreement  and
Addendum  thereto  effective May, 2001,  which modified in certain  respects the
Preferred Stock Agreements; and

         WHEREAS, the purpose of this Modification  Agreement is to set forth in
one  document  the  current   arrangements  and   understandings  by  and  among
eAutoclaims, the Agent and Purchasers as it relates to the Preferred Stock; and

         WHEREAS,  the Parties desire to set forth their agreements with respect
to the  modification  of certain  provisions  included  in the  Preferred  Stock
Agreements.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Parties hereby agree as follows:

          1. Termination of Lock-Up Letter.  Because the Registration  Statement
referred to in the recitals was  withdrawn,  any prior  lock-up  agreements  are
terminated and are of no further force and effect.

          2.   Satisfaction  of  Penalty   Provisions  of  Registration   Rights
Agreement.  The Purchasers and Agent  acknowledge  that  eAutoclaims  has issued
344,500  shares of its Common  Stock in complete and total  satisfaction  of any
penalty  provisions set forth in Article 2 of the Registration  Rights Agreement
for failure to register underlying shares on a timely basis.

          3. Conversion  Price.  The conversion  price and formulas set forth in
paragraph 4(b) of the Restated  Master  Modification  Agreement  effective as of
May, 2001, shall remain in full force and effect as follows:

          (a)       Section  5(b)(ii)  shall be revised to indicate that through
                    June 30, 2001 each share of Preferred Stock may be converted
                    into 6,667 shares of fully paid and non-assessable shares of
                    common  stock.   If  the  currently   pending   Registration
                    Statement  is not declared  effective by June 30, 2001,  the
                    conversion price shall equal the lesser of (i) sixty-two and
                    one-half cents ($0.625) or (ii)  seventy-five  percent (75%)
                    of the  average  of the  closing  bid  prices for the common
                    stock  for the  three  (3)  lowest  trading  days out of the
                    twenty (20) consecutive  trading days immediately  preceding
                    the  date  of  conversion,   as  reported  on  the  National
                    Association  of Security  Dealers OTC Bulletin  Board Market
                    (or such other  National  Securities  Exchange  or market on
                    which the common stock may trade at such time).

<PAGE>

          4.  Conversion  Limit.  The  provisions  of Section 14 of the Restated
Master  Modification  Agreement  effective May, 2001, shall remain in full force
and effect such that the  Purchasers  and Agent shall not convert any  Preferred
Stock or  exercise  any  Warrants  if the effect of the  conversion  or exercise
increases  the  beneficial  ownership  of such party in  eAutoclaims  securities
greater than 4.9% (this is a decrease from the 9.9%).  All  remaining  shares of
Preferred  Stock  will  be  converted  at  such  time  as the  total  amount  of
outstanding  Preferred Stock is less than $250,000 (i.e., 50 shares).  Likewise,
the  Purchasers  and Agent cannot  acquire any  additional  shares of our Common
Stock  in the  open  market,  such  a  purchase  would  increase  such  entity's
beneficial ownership position above 4.9%.



          5. Consent to Withdrawal of Registration Statement. The Purchasers and
Agent  consent to the actions  taken by  eAutoclaims  in  withdrawing  the above
referenced  Registration  Statement,  which included registration of eAutoclaims
Common  Stock  underlying  the  conversion  rights  of the  Preferred  Stock and
exercise provisions of the Purchasers' Warrants and Agent Warrants.  eAutoclaims
agrees that the piggyback registration rights granted in the Registration Rights
Agreement  shall  remain in full force and effect  and that the  Purchasers  and
Agent shall  maintain  their demand  registration  rights upon 60 days notice to
eAutoclaims,  signed by the holders of a majority of the  outstanding  shares of
the Preferred Stock.

          6. Agent's Exclusive Right to Future Equity Line Financing  Agreement.
eAutoclaims  agrees  that  the  Agent  shall  have  the  exclusive  right as the
financing  source for any future equity line of credit for similar  arrangements
based upon current  agreed upon terms  summarized on Exhibit "C" to the Restated
Master Modification Agreement through May 31, 2003.

          7. Extension of Automatic  Conversion Date. The two (2) year automatic
conversion  date set forth in the original  Certificate of  Designation  for the
Series A Preferred Stock is extended to a three (3) year date provided that such
conversion  does not result in the  Purchasers  or their  affiliates  increasing
their  respective  beneficial  ownership in eAutoclaims  common stock to greater
than 4.9%.  The  automatic  conversion  date shall be extended  without  further
action to  successive  annual  anniversary  dates until such time as  conversion
would not increase  beneficial  ownership above 4.9%. At such time as conversion
would not result in beneficial  ownership  exceeding 4.9% all Series A Preferred
Stock shall be automatically converted.

          8.  Conforming  Amendments.  Upon  amendment  of the  Preferred  Stock
Agreements according to the preceding provisions of this Modification Agreement,
any other  provision of any Preferred  Stock  Agreement  that conflicts with the
terms of this  Modification  Agreement shall be deemed to be modified or amended
to be consistent  with the terms hereof.  All other  provisions of the Preferred
Stock  Agreements  shall  remain in full  force and  effect  and are  unmodified
hereby.  eAutoclaims  covenants to make a timely  filing of the  Certificate  of
Designation   for  the  Preferred   Stock  to  reflect  the  provisions  of  the
Modification Agreement.

<PAGE>

          9 Successors, Assigns and Affiliates. The terms and conditions of this
Modification Agreement shall apply to successors and assigns of the parties. The
provisions of this Modification Agreement, including but not limited to the 4.9%
beneficial  ownership  conversion  limitation in Sections 4 and 7 shall apply to
affiliates of the Purchasers,  including but not limited to,  Dominion  Capital,
Ltd., Southshore Capital Fund, Southridge Capital Management,  LLC and Sovereign
Partners, LLC.

          10. Release by eAutoclaims. eAutoclaims, as well as its successors and
assigns (the collectively, the "Releasing Parties"), hereby forever releases and
discharges the Purchasers,  Southridge Capital Management, LLC and Agent as well
as their officers, directors,  members, partners, attorneys,  employees, agents,
managers, representatives,  successors and assigns, in both their individual and
representation capacities  (collectively,  the "Released Parties"), from any and
all actions, causes of action,  obligations,  bad faith claims, costs, expenses,
attorney's  fees,  damages,  claims,   liabilities  and  demands  of  whatsoever
character,  nature and kind,  whether in  contract  or tort,  known or  unknown,
suspected  or  unsuspected,  which the  Releasing  Parties  now may own or hold,
against the Released Parties, directly or indirectly, deriving from, related to,
connected  with  or  incidental  to  the  execution  and   performance  of  this
Modification Agreement and the Preferred Stock Agreements.

         IN WITNESS WHEREOF,  the parties below have executed this  Modification
Agreement, effective as of the date first set forth above.

          eAUTOCLAIMS, INC.


          By:  --------------------------------------------------
                 Eric  Seidel, President


          THOMSON KERNAGHAN & CO., INC., individually and as Agent


          By:  --------------------------------------------------
                 Gregg  Badger, Senior Vice President


          CALP II, LP


          By:
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          As:
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<PAGE>

                                                     CALP II, LD,  has  assigned
                                                     its    ownership   to   the
                                                     entities   it   holds   for
                                                     CANADIAN  ADVANTAGE LIMITED
                                                     PARTNERSHIP  as to 73%  and
                                                     ADVANTAGE   (BERMUDA)  FUND
                                                     LTD.


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

          As:
               --------------------------------------------------


          DOMINION CAPITAL, LTD.


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

          As:
              --------------------------------------------------


          SOUTHRIDGE CAPITAL MANAGEMENT, LLC

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

          As:
              --------------------------------------------------


          SOVEREIGN PARTNERS, LLC

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

          As:
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          GOVERNORS ROAD, LLC


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

          As:
             --------------------------------------------------