eAUTOCLAIMS.COM, INC.

                             SUBSCRIPTION AGREEMENT
                             ----------------------

         1.       General:
                  -------

                  This  Subscription  Agreement sets forth the terms under which
the   undersigned   investor,    ________________________________________   (the
"Investor"),  will invest  $______ as evidenced by a Convertible  Debenture (the
"Debenture") of eAUTOCLAIMS.COM, INC., a Nevada corporation (the "Company").

                  The Company is offering the  Debenture to a suitable  Investor
pursuant  to Rules  504,  505 or 506 of  Regulation  D and  Section  4(2) of the
Securities Act of 1933, as amended.  Execution of this Subscription Agreement by
the Investor  shall  constitute  an offer by the  Investor to subscribe  for the
Debenture on the terms and conditions specified herein. The Company reserves the
right to accept or reject such  subscription  offer. If the Investor's  offer is
accepted,  the Company will execute this  Subscription  Agreement  and issue the
Debenture.  If the Investor's offer is rejected,  the payment  accompanying this
Subscription  Agreement  will be  returned  to the  Investor,  with no  interest
thereon, together with a notice of rejection.

         2.       Acceptance of Subscription Agreement:
                  ------------------------------------

                  It is  understood  and  agreed  by the  undersigned  that  the
Company will have the unconditional right to reject this subscription,  in whole
or in part, if it believes  that the  undersigned  is not a qualified  purchaser
under Regulation D promulgated under the Securities Act of 1933, as amended,  or
for any other reason.

         3.       Investor's Representations, Warranties and Covenants:
                  ----------------------------------------------------

                  The Investor represents, warrants and covenants to the Company
as follows:

                  a. He  acknowledges  that he has been  furnished  with and has
been  given  access  to  all  underlying   documents  in  connection  with  this
transaction  as  well  as  such  other  information  as he  deems  necessary  or
appropriate as a prudent and knowledgeable investor in evaluating his investment
in the  Debenture.  He further  acknowledges  that the Company has given him the
opportunity  to obtain  additional  information  and to evaluate  the merits and
risks of his investment.  He acknowledges that he has had the opportunity to ask
questions of, and receive  satisfactory answers from, the officers and directors
of the Company concerning the terms and conditions of the offering.

                  b.  He  acknowledges   that  this  transaction  has  not  been
scrutinized by the United States Securities and Exchange  Commission (the 'SEC")
or by any state securities commissions.

                  c.       He has  adequate  means of providing  for his current
and future needs and  foreseeable  personal  contingencies,  and has no need for
liquidity of his investment in the Debenture.

                  d.       He can bear the economic risk of losing his entire
investment in the Debenture.

                  e. He is acquiring  the  Debenture  for his own  account,  for
investment  only  and not  with a view  toward  the  resale,  fractionalization,
division or  distribution  thereof and he has no present plans to enter into any


<PAGE>


contract,   undertaking,   agreement  or   arrangement   for  any  such  resale,
distribution, division or fractionalization thereof.

                  f. He does not have an overall  commitment to investments that
are  not  readily   marketable,   including  the  Debenture  and  other  similar
investments, disproportionate to his net worth or gross income.

                  g. He understands  that the offer and sale of the Debenture is
being made by means of a private  placement  of  Debentures  to a small group of
prospective investors and that he has read or reviewed and is familiar with this
Subscription Agreement.

                  h. He was previously informed that all documents,  records and
books  pertaining to this  investment were at all times available at the offices
of the Company, 2708 Alt. 19 N., Suite 604, Palm Harbor, FL 34683; that all such
documents,  records and books  pertaining  to this  investment  requested by the
Investor  have been made  available  to him and any  persons he has  retained to
advise him; and that he has no questions concerning any aspect of the investment
for which he has not previously received satisfactory answers.

                  i. He and his agents or advisers  have had an  opportunity  to
ask  questions of and receive  answers from the Company,  or a person or persons
acting on its behalf,  concerning the terms and conditions of this  Subscription
Agreement and the transactions  contemplated  hereby and thereby, as well as the
affairs of the Company and related matters.

                  j.       He has had an  opportunity  to obtain  additional
information  necessary to verify the accuracy of the information  referred to in
subparagraph (i) hereof.

                  k. HE UNDERSTANDS THAT THE COMPANY HAS A LIMITED FINANCIAL AND
OPERATING  HISTORY  AND THAT THE COMPANY HAS  INCURRED  OPERATING  LOSSES AND IS
CURRENTLY OPERATING AT A LOSS.

                  l.       HE  UNDERSTANDS  THAT THE DEBENTURE IS A SPECULATIVE
INVESTMENT  WHICH  INVOLVES  A HIGH  DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE
INVESTMENT.

                  m. He understands all aspects of this investment and the risks
associated  therewith,  or have consulted with his own financial adviser who has
advised with respect to this investment and neither he nor his advisor,  if any,
has any further questions with respect thereto.

                  n.       He is  knowledgeable  and experienced in financial
and business matters. He and/or his financial or business advisers,  if any, are
capable of evaluating the merits and risks of an investment in the Debenture.

                  o.  All  information  which  he has  provided  to the  Company
concerning  his  financial  position and  knowledge  of  financial  and business
matters  is  correct  and  complete  as of the date set forth at the end of this
Subscription  Agreement,  and if there  should  be any  material  change in such
information prior to acceptance of this  Subscription  Agreement by the Company,
he will immediately provide the Company with such information.

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<PAGE>

                  p. He is  purchasing  the  Debenture  without  relying  on any
offering  literature or prospectus  other than the information set forth herein,
information furnished by the Company and the information  incorporated herein by
reference.  The  Company  has  furnished  him  with  copies  of the  term  sheet
summarizing the terms of the Debentures,  and the Company's  Quarterly Report on
Form 10-QSB as filed with the SEC on June 14, 2001. In addition to the foregoing
documents,  the Company  incorporates  by reference all filings it has made with
the SEC.  The  complete  forms of such  filings  are  available  for  review  at
www.sec.org, or may be obtained from the Company at the address shown above.

                  q.       He  is a  bona  fide  resident  of  the  State  of
___________________,  maintains his principal  residence  there, and is at least
eighteen (18) years of age.

                  r. If he is executing this Subscription Agreement on behalf of
a corporation,  partnership,  trust or other entity, he has been duly authorized
by such entity to execute this Subscription  Agreement and all other instruments
in connection with the purchase of the Debenture,  his signature is binding upon
such  corporation,  partnership,  trust or other  entity and he  represents  and
warrants  that such  corporation,  partnership,  trust or other  entity  was not
organized for the purpose of acquiring the Debenture  subscribed for pursuant to
this  Subscription  Agreement  and that the  acquisition  of the Debenture is an
authorized investment of the corporation, partnership, trust or other entity.

                  s.       This   Subscription   Agreement  shall  be  binding
upon the heirs,  estate,  legal  representatives,  successors and assigns of the
undersigned.

         4.       Conversion, Registration and Lock-Up Provisions:
                  -----------------------------------------------

                  The  Debentures  are subject to  voluntary  conversion  at the
option of the Investor or the Company and  mandatory  conversion  under  certain
circumstances,  all as  described  in the  Debenture.  The  Investor has certain
registration  rights with  respect to the shares of the  Company's  Common Stock
received by the Investor upon  conversion of the Debenture,  as described in the
Debenture.

         5.       Responsibility and Indemnification:
                  ----------------------------------

                  The Company will  exercise its best judgment in the conduct of
all  matters  arising  under  this  Subscription   Agreement.   The  undersigned
acknowledges  that he  understands  the  meaning and legal  consequences  of the
representations  and  warranties  contained  herein,  and he  hereby  agrees  to
indemnify and hold harmless the Company, its officers,  directors,  shareholders
and  employees,  and any of their  affiliates  and  their  officers,  directors,
shareholders and employees,  or any professional advisor or entity thereto, from
and against any and all loss, damage, liability or expense,  including costs and
reasonable  attorney's  fees,  to which said  entities and persons may be put or
which they may incur by reason of, or in connection with, any  misrepresentation
made by the  Investor,  any breach of any of his  warranties,  or his failure to
fulfill any of his covenants or agreements under this Subscription Agreement.

         6.       Company Solely Responsible for Disclosure;
                  ------------------------------------------
                  No Independent Review or Opinions.
                  ----------------------------------

                  The Company has assumed  sole  responsibility  for  compliance
with the  disclosure  requirements  of  federal  and  state  securities  laws in
connection  with the offer and sale of the  Debenture.  No law firm,  accounting
firm,  securities  broker/  dealer or other  third party has  conducted  any due
diligence  review of the Company and its business and affairs or any disclosures
with  respect  thereto,  written or oral,  made by the  Company  or others.  The

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<PAGE>

Company's law firm has not rendered any legal opinions  concerning any aspect of
the Company's  business and affairs,  including but not limited to, the validity
or  enforceability  of  any  contracts,  agreements,   obligations  or  security
interests  related  to an  investment  in the  Company.  By  execution  of  this
Subscription Agreement,  the undersigned acknowledges that the Company is solely
responsible  for all disclosures to potential  Investors  concerning the Company
and its  business  and affairs and that the  Company's  law firm has rendered no
legal opinions described above. For value received,  the undersigned does hereby
release the  Company's law firm and its officers,  directors,  shareholders  and
employees  from any  claim,  loss,  liability  or  damage  with  respect  to the
foregoing.

         7.       Survival of Representations, Warranties, Covenants and
                  ------------------------------------------------------
                  Agreements:
                  ----------

                  The  representations,  warranties,  covenants  and  agreements
contained  herein  shall  survive  the  delivery  of, and the payment  for,  the
Debenture.

         8.       Notices:
                  -------

                  Any  and  all   notices,   designations,   consents,   offers,
acceptances  or any other  communication  provided  for herein shall be given in
writing by registered or certified mail which shall be addressed to, in the case
of the Company,  2708 Alt. 19 N., Suite 604, Palm Harbor,  Florida 34683, and in
the  case of the  Investor,  to the  address  set  forth  in  this  Subscription
Agreement.

         9.       Miscellaneous:
                  -------------

                  This Subscription Agreement shall be governed by and construed
and  enforced  in  accordance  with  the  laws of the  State  of  Florida,  both
substantive  and  remedial.  The  section  headings  contained  herein  are  for
reference  purposes  only  and  shall  not in any  way  affect  the  meaning  or
interpretation  of this  Subscription  Agreement,  the  Debenture,  or any other
agreement  referred to herein or delivered in connection  with this  investment.
This  Subscription  Agreement  shall be enforceable in accordance with its terms
and be binding  upon and shall inure to the  benefit of the  parties  hereto and
their respective  successors,  assigns,  executors and administrators,  but this
Subscription  Agreement and the respective rights and obligations of the parties
hereunder  shall not be assignable by any party hereto without the prior written
consent  of  the  other.  This  Subscription  Agreement  represents  the  entire
understanding  and  agreement  between  the parties  hereto with  respect to the
subject  matter  hereof;   supersedes  all  prior   negotiations,   letters  and
understandings  relating to the subject  matter  hereof;  and cannot be amended,
supplemented  or modified except by an instrument in writing signed by the party
against whom  enforcement of any such  amendment,  supplement or modification is
sought. In the event of any litigation  between the parties to this Subscription
Agreement  relating  to, or arising out of,  this  Subscription  Agreement,  the
prevailing party shall be entitled to an award of reasonable attorney's fees and
costs, whether incurred before, during or after trial or at the appellate level.
The  failure or finding of  invalidity  of any  provision  of this  Subscription
Agreement shall in no manner affect the right to enforce the other provisions of
same,  and the  waiver  by any  party of any  breach  of any  provision  of this
Subscription  Agreement  shall not be  construed to be a waiver by such party of
any subsequent breach of any other provision.


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<PAGE>

         10.      Subscription Amount and Payments:
                  --------------------------------

                  Investor   hereby   subscribes   for  the   herein   described
Convertible  Debenture  in the  amount of  $______________  and  tenders  to the
Company the Investor's check payable to the order of eAUTOCLAIMS.COM, INC.

         11.      THE UNDERSIGNED HEREBY REPRESENTS THAT HE HAS READ THIS ENTIRE
SUBSCRIPTION AGREEMENT AND THE RELATED PRIVATE PLACEMENT MEMORANDUM.

         12.      Suitability Questions:
                  ---------------------

                  Please  answer   completely  all  the  following   suitability
questions.

               a.  I am an  Accredited  Investor  because  I  meet  one  of  the
following standards:

               _____ (i) An individual  whose  individual net worth or joint net
          worth with that individual's spouse, exceeds $1,000,000 (including the
          value of homes, home furnishings and personal automobiles).

               _____  (ii)  Natural  person(s)  who had an  income  in excess of
          $200,000  (individual)  or $300,000  (joint) in each of the years 1999
          and 2000 and who  reasonably  expects an income in excess of  $200,000
          (individual)  or  $300,000  (joint)  in  2001.  For  purposes  of this
          offering,  individual  income shall equal adjusted income, as reported
          in the  Investor's  federal tax  return,  increased  by the  following
          amounts: (i) the amount of any tax exempt interest received,  (ii) the
          amount  of  losses   claimed  as  a  limited   partner  in  a  limited
          partnership,  (iii) any deduction claimed for depletion,  (iv) amounts
          contributed to an IRA or Keogh  retirement plan, (v) alimony paid, and
          (vi) any amount by which income from long-term  capital gains has been
          reduced  in  arriving  at  adjusted  gross  income   pursuant  to  the
          provisions  of Section  1202 of the  Internal  Revenue  Code.  For the
          individual test, income related to a spouse is excluded.

               ___ (iii) Employee  Benefit Plan which has total assets in excess
          of $5,000,000.

               ___ (iv) A  Self-Directed  Plan with  investment  decisions  made
          solely by persons that are accredited investors.

               ___ (v) A Trust with  total  assets in excess of  $5,000,000  not
          formed for the specific  purpose of acquiring the securities  offered,
          whose purchase is directed by a  sophisticated  person as described in
          Rule 506(b) (2) (ii) of the Securities Act.

               ___ (vi)  Any  entity  in  which  all of the  equity  owners  are
          accredited investors.

               b. Do you think you have  sufficient  knowledge of the Company to
evaluate the risks associated with investing in the Debenture?

               Yes_____    No_____   If   you   answered   No   -   why?

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--------------------------------------------------------------------------------

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<PAGE>

               c. If you answered "No" to the preceding question, do you have an
Investment Advisor or Purchaser Representative upon whom you rely for investment
advice?

               Yes_____ No_____ If so, please provide his name and address

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

               d.  Do  you  understand  the  nature  of  the  investment  in the
Debenture and the risks involved?

               Yes_____ No_____

               e. Do you  understand  that you will  not be able to  resell  the
Debenture which you purchase or the underlying shares of Common Stock into which
the  Debenture  is  convertible,  unless you do so in an exempt  transaction  or
unless  you,  or the  Company,  take steps to  register  them under the  federal
Securities Act of 1933 and applicable state securities laws?

               Yes_____ No_____

               f. Do you understand  that there is no assurance of any financial
return  on this  investment  and  that you run the risk of  losing  your  entire
investment?

               Yes_____ No_____

               g. Are you aware that you have the  opportunity  to  inspect  the
Company's financial records, legal documents, and other records?

               Yes_____ No_____ Did you do so? Yes____ No____

               h. Do you understand that this investment is illiquid?

               Yes_____ No_____

               i. Are you acting for your own account?

               Yes_____ No_____ If No, complete the following:

               (1)  Capacity  in  which  you  are  acting  (agent,   trustee  or
otherwise):_____________________________________________________________

               (2) Name,  address  and  telephone  number(s)  of  person(s)  you
represent:______________________________________________________________

               (3)    Nature    of    evidence    of     authority     attached:
______________________________________________________________

          IN WITNESS  WHEREOF,  the undersigned  has executed this  Subscription
Agreement this ___ day of June 2001.

                                       6
<PAGE>


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

                          TYPE OF OWNERSHIP (Check One)
                          -----------------


___      INDIVIDUAL OWNERSHIP       ___     COMMUNITY PROPERTY (One
         (One Signature Required)           Signature Required if Interest in
                                            One Name, Two Signatures Required
                                            if Interest Held in Both Names)

___      JOINT TENANTS WITH RIGHT   ___     TENANTS IN COMMON (Both
         OF SURVIVORSHIP (Both or           or all Parties Must Sign)
         all Parties Must Sign)

___      PARTNERSHIP (Please        ___     GRANTOR TRUST
         Include a Copy of the
         Partnership Agreement
         Authorizing Signature)

___      CORPORATION (Please In-    ___     CUSTODIAN
         include Certified Cor-
         porate Resolution
         Authorizing Signature)

         ___      PROFIT SHARING PLAN       ___      PENSION PLAN

         ___      IRA                       ___      KEOGH

----------------------------------------------------------------------------

WITNESSES:

-------------------------------             -----------------------------------
Print Name:_____________________                     Investor Signature

-------------------------------             -----------------------------------
Print Name:_____________________                     Print or Type Name

                                            -----------------------------------
                                                   Social Security Number

                                            -----------------------------------
                                                       Street Address

                                            -----------------------------------
                                                     City, State and Zip

SUBSCRIPTION ACCEPTED:
eAUTOCLAIMS.COM, INC., a Nevada corporation


By:____________________________
    Eric Seidel, President

                                       7