STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                               ARTICLES OF MERGER
                                OR SHARE EXCHANGE

         Pursuant to  ss.33-11-105  of he 1976 South  Carolina Code, as amended,
the  undersigned  as the  surviving  corporation  in a merger  or the  acquiring
corporation  in a share  exchange,  as the  case  may  be,  hereby  submits  the
following information:

1. The name of the surviving or acquiring corporation is Premier Express Claims,
Inc.

2.  Attached  hereto  and made a part  hereof is a copy of the Plan of Merger or
Share  Exchange  (see  ss.ss.33-11-101   (merger)  33-11-102  (share  exchange),
33-110104 (merger of subsidiary into parent) 33-11-107 (merger or share exchange
with a foreign corporation),  and 33-11-108 (merger of a parent corporation into
one of its subsidiaries).

3. Complete the following  information to the extent it is relevant with respect
to each corporation which is a party to the transaction.

         (a)      Name of the corporation   Premier Express Claims, Inc.
         Complete either (1) or (2), whichever is applicable:

          (1)  ___ Shareholder  Approval of the merger or stock exchange was not
               required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).

          (2)  X The Plan of  Merger  or Share  Exchange  was duly  approved  by
               shareholders of the corporation as follows:

          Number of       Number of     Number of Votes   Number of Undisputed*
Voting   Outstanding    Votes Entitled   Represented at        Shares Voted
 Group     Shares         to be Cast      the meeting   For              Against
------    ----------    -------------      --------     -------         --------

Common     1,000           1,000            1,000        1,000             -0-


         (b) Name of the  corporation  EAUTOCLAIMS.COM  ACQUISITION  CORPORATION
         Complete either (1) or (2), whichever is applicable:

          (1)  ___ Shareholder  approval of the merger or stock exchange was not
               required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).

          (2)  X The Plan of  Merger  or Share  Exchange  was duly  approved  by
               shareholders of the corporation as
                           follows:

          Number of       Number of     Number of Votes   Number of Undisputed*
Voting   Outstanding    Votes Entitled   Represented at        Shares Voted
 Group     Shares         to be Cast      the meeting   For              Against
------    ----------    -------------      --------     -------         --------

Common     1,000           1,000            1,000        1,000             -0-


*NOTE:   Pursuant to the Section on  33-11-105(a)(3)(11),  the  corporation  can
         alternatively  state the total number of undisputed shares cast for the
         amendment  by each voting  group  together  with a  statement  that the
         number cast for the amendment by each voting group was  sufficient  for
         approval by that voting group.


         (c) Name of the corporation  N/A Complete either (1) or (2),  whichever
         is applicable:

          (1)  ___ Shareholder  approval of the merger or stock exchange was not
               required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).

          (2)  ___ The Plan of Merger or Share  Exchange  was duly  approved  by
               shareholders of the corporation as follows:

          Number of       Number of     Number of Votes   Number of Undisputed*
Voting   Outstanding    Votes Entitled   Represented at        Shares Voted
 Group     Shares         to be Cast      the meeting   For              Against
------    ----------    -------------      --------     -------         --------


4. Unless a delayed date is specified, the effective date of this document shall
be  the  date  it  accepted   for  filing  by  the   Secretary   of  State  (See
ss.ss.33-1-230(b)): N/A

Date:    6-27-00                PREMIER EXPRESS CLAIMS, INC.
                                ----------------------------
                                (Name of the Surviving or Acquiring Corporation)

                                By:______________________________
                                     (Signature and Office)

                                ---------------------------------
                                 (Type or Print Name and Office)


                               FILING INSTRUCTIONS

1. Two copies of this form,  the original  and either a duplicate  original or a
conformed copy, must be filed.

2.  Filing fee payable to the  Secretary  of State at the time of filing of this
document.

                                    Filing Fee                      $ 10.00
                                    Filing Tax                      $100.00

3. TWO  COPIES OF THE PLAN OF MERGER OR SHARE  EXCHANGE  MUST BE FILED WITH THIS
FORM AS AN ATTACHMENT





*NOTE:   Pursuant to the Section on  33-11-105(a)(3)(11),  the  corporation  can
         alternatively  state the total number of undisputed shares cast for the
         amendment  by each voting  group  together  with a  statement  that the
         number cast for the amendment by each voting group was  sufficient  for
         approval by that voting group.