EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT (the "Agreement")  dated as of this 13th day
of April  2000,  by and between  eAutoclaims.com,  a Delaware  corporation  (the
"Corporation"), and Gaver Powers, ("Employee").



                              PRELIMINARY RECITALS

         A. The Corporation is an Application  Service  Provider  engaged in the
business of: providing  automobile  claims  management,  utilizing a proprietary
Auto Body Shop  Network.  The  Corporation  engages in a variety  of  additional
services.

         B. In  consideration  for the  continued  employment  of Employee,  the
parties hereto desire to set forth the terms and conditions of employment.

         C. The Corporation desires to continue to employ Employee, and Employee
desires to  continue to be employed  by the  Corporation,  as Chief  Information
Officer (CIO) of the Corporation on the terms and conditions contained herein.

         NOW, THEREFORE,  in consideration of the premises, the mutual covenants
of the parties' hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


                                    ARTICLE I
                                   EMPLOYMENT

         1.1  Engagement  of  Employee.  The  Corporation  agrees to continue to
employ  Employee,   and  Employee  accepts  such  continued  employment  by  the
Corporation,  for the period beginning  February 1, 2000 (the "Effective  Date")
and ending on February 1, 2003 (the "Initial  Employment  Period").  The Initial
Employment  Period  and  any  Renewal  Period  (as  hereinafter  defined)  shall
automatically be renewed and extended on the same terms and conditions contained
herein for consecutive one-year periods (the "Renewal Periods"), unless no later
than sixty (60) days prior to the end of the  Initial  Employment  Period or any
Renewal  Period,  either  party  shall give  written  notice to such other party
electing to terminate  this  Agreement.  The Initial  Employment  Period and the
Renewal  Periods are  hereinafter  referred to as the  "Employment  Period." For
purposes of this Agreement, any notice of termination electing not to renew this
Agreement pursuant to this Section1.1 shall be deemed: (I) a termination without
cause if such  notice  is  delivered  by the  Corporation;  or (ii) a  voluntary
termination  of  employment  if such notice is delivered by Employee;  provided,
however,  that if the Employment  Period is terminated  pursuant to this Section
1.1 by Employee, then notwithstanding Section 3.3, the Corporation shall have no
further obligations hereunder or otherwise with respect to Employee's employment
from and after the  expiration  of the  Employment  Period  (except  payment  of
Employee's  Base Salary (as  hereinafter  defined) and Benefits (as  hereinafter
defined)  defined  accrued  through the expiration of the  Employment  Period is
subject to termination pursuant to Article II below.


<PAGE>

         1.2 Duties and Powers. During the Employment Period, Employee will have
such responsibilities,  duties and authorities, and will render such services or
act in such other capacity for the  Corporation  and its affiliates as the Board
of  Directors  (the  "Board")  of the  Corporation  (or any  designated  officer
thereof),  may from time to time direct.  Employee will devote his best efforts,
energies and abilities and his full business time,  skill and attention  (except
for  permitted  vacation  period  and  reasonable  periods  of  illness or other
incapacity)  to the business and affairs of the  Corporation,  and shall perform
the duties and carry out the  responsibilities  assigned  to him, to the best of
his ability, in a diligent,  trustworthy,  businesslike and efficient manner for
the purpose of advancing the Corporation.

         1.3 No Violation.  Employee  represents and warrants that the execution
of this  Agreement by Employee and the  performance by Employee of his duties as
an employee of the  Corporation  will not violate,  conflict with or result in a
breach or default under any agreements,  arrangements or understandings to which
Employee  is or was a  party,  or by  which  he is or was  bound,  nor  will the
performance of Employee's  duties as an employee of the  Corporation be limited,
restricted or impaired in any manner as a result of any agreements, arrangements
or understandings to which Employee is or was a party.


                                   ARTICLE II
                                  COMPENSATION

         2.1 Base Salary. During the Employment Period, the Corporation will pay
Employee a base salary at the rate of:

     From February 1, 2000 to September 1, 2000, the amount of $90,000

     From September 1, 2000 to February 1, 2002, the amount of $95,000

     From February 1, 2002 to February 1, 2003, the amount of $105,000

(the "Base  Salary"),  payable in regular  installments  in accordance  with the
Corporation's   general  payroll  practices  for  salaried  employees.   If  the
Employment  Period  is  terminated  pursuant  to  Article  III  (subject  to any
severance  provisions  in Section 3.3),  Employee's  Base Salary for any partial
year will be prorated  based upon the number of days elapsed in such year during
which services were actually performed by Employee.  The Board or any designated
officer  shall  perform an annual  review of  Employee's  Base  Salary  based on
Employee's  performance of his duties and the Corporation's  other  compensation
policies;  provided that any increase in the Base Salary shall require  approval
of the Board.


<PAGE>

         2.2  Discretionary  Bonus.  Following the end of each fiscal year,  the
Board,  in its sole  discretion,  may elect to cause the Corporation to award to
Employee  a bonus for such  year,  in an amount to be  determined  by the Board,
based on such  performance  targets as shall be  established,  and adjusted from
time to time, by the Board's compensation committee.


         2.3  Benefits.  In addition to the Base Salary  payable to Employee and
family members  hereunder,  Employee will be entitled to the following  benefits
during the Employment Period, unless otherwise altered by the Board with respect
to all management employees of the Corporation (collectively, the "Benefits").

                  (a)  Medical  hospitalization,  disability,  life  and  health
insurance,  to the extent offered by the Corporation,  and in amounts consistent
with Corporation policy, for all management employees,  as reasonably determined
by the Board;

                  (b) paid  vacation  each year  with  salary,  consistent  with
Corporation policy for all management employees;

                  (c)  reimbursement  for  reasonable   out-of-pocket   business
expenses  incurred by Employee in the ordinary course of his duties,  subject to
the  Corporation's  policies in effect from time to time with respect to travel,
entertainment  and other expenses,  including without  limitation,  requirements
with respect to reporting and documentation of such expenses;

                  (d) other benefit arrangements,  including a 401(k) or similar
tax deferral plan, to the extent made generally  available by the Corporation to
its management employees; and

                  (e) an  automobile  allowance in the amount of $400 per month,
subject to adjustment,  solely is the Board's discretion,  upon each anniversary
of the signing of this Agreement.

                  (f)  Employee  Stock   Incentive  Plan  as  available  by  the
Corporation to its' management employees.

         2.4  Taxes and  Withholdings.  All  compensation  payable  to  Employee
hereunder  is stated in gross  amount  and shall be  subject  to all  applicable
withholding taxes, other normal payroll and any other amounts required by law to
be withheld.


<PAGE>

                                   ARTICLE III
                                   TERMINATION


         3.1 Termination by Employee or the Corporation.  The Employment  Period
(i) shall  automatically  terminate  immediately upon Employee's  resignation or
death,  or (ii) may be  terminated  by the  Corporation  as set forth herein for
Cause, or by reason of Employee's  Permanent Disability  (hereinafter  defined).
"Cause" as used herein, means the occurrence of any of the following events.

                  (a)      a material breach by Employee of any of the terms and
conditions of this Agreement;

                  (b)  Employee's  gross  negligence in the  performance  of his
duties or material failure or willful refusal to perform his duties;

                  (c)  Employee's  failure,  as notified by the  Corporation  in
writing,  to  comply  with  any  of  the  Corporation's  written  guidelines  or
procedures promulgated by the Corporation and furnished to Employee,  including,
without  limitation,  any  guidelines  or  procedures  relating to  marketing or
community  relations;  provided that Employee shall have a reasonable  period of
time during which to curve such  failure  following  the date on which  Employee
receives the Corporation's written notice of such failure;

                  (d) the  determination  by the  Board in the  exercise  of its
reasonable   judgment  that  Employee  has  committed  an  act  that  materially
negatively affects the Corporation's business or reputation or;

                  (e) the  determination  by the  Board in the  exercise  of its
reasonable  judgment that Employee has committed an act or acts  constituting  a
felony  or other act  involving  dishonesty,  disloyalty  or fraud  against  the
Corporation.

         "Permanent  Disability"  as used  herein  shall mean that  Employee  is
unable to  perform,  with  reasonable  accommodation,  by reason of  physical or
mental  incapacity,  the essential  functions of his or her position.  The Board
shall  determine,  according  to the facts then  available,  whether  and when a
Permanent Disability has occurred.  Such determination shall not be arbitrary or
unreasonable, and shall be final and binding o the parties hereto.

3.2               Termination  by Employee.  Employee has the right to terminate
                  his employment under this Agreement at any time, for any or no
                  reason,   upon  ninety-  (90)  days  written   notice  to  the
                  Corporation.

<PAGE>




3.3      Compensation after Termination.

                  (a)  If  the  Employment  Period  is  terminated  (i)  by  the
Corporation  for Cause or due to the death or Permanent  Disability of Employee,
(ii) by Employee (including a termination resulting from Employee's election not
to renew this Agreement under Section 1.1 hereof),  then the  corporation  shall
have no further  obligations  hereunder or otherwise  with respect to Employee's
employment  from and after the termination or expiration date (except payment of
Employee's  Base Salary accrued  through the date of termination or expiration),
and the Corporation shall continue to have all other rights available  hereunder
(including, without limitation, all rights under Article IV hereof) at law or in
equity;

                  (b) If the Employment  Period is terminated by the Corporation
without Cause (including a termination resulting from the Corporation's election
not to renew this  Agreement  under Section 1.1 hereof),  the Employee  shall be
entitled to receive Severance Pay (as hereinafter defined) for a period of three
(3)  month(s),   payable  in  regular   installments   in  accordance  with  the
Corporation's  general  payroll  practices  for salaried  employees.  Receipt of
Severance Pay is contingent upon Employee executing and adhering to a release of
all employment  claims in a form acceptable to the Corporation.  The corporation
shall  have no  further  obligations  hereunder  or  otherwise  with  respect to
Employee's  employment from and after the termination  date, and the Corporation
shall continue to have all other rights available  hereunder  (including without
limitation, all rights under Article IV hereof) at law or in equity.

                  (c)      For purposes of this Agreement, "Severance Pay" shall
                           include (i) Employee's  Base Salary  hereunder,  (ii)
                           the bonus that  Employee  would have  received  under
                           Section  2.2  hereof  at the end of the  year  during
                           which   termination   with  cause   occurs  had  such
                           termination  not  occurred,   which  bonus  shall  be
                           prorated to cover the  severance  period set forth in
                           Section 3.3(b) hereof,  and (iii) continuation of the
                           Benefits  for  the  severance  period  set  forth  in
                           Section 3.3(b) hereof.


                                   ARTICLE IV
                              RESTRICTIVE COVENANTS

         4.1 Employee's Acknowledgment. Employee acknowledges that:

                  (a)  the  Corporation  is and will be engaged in the Business
during the  Employment  Period and thereafter;

                  (b)  Employee is one of a limited number of persons who will
be developing the Business;


<PAGE>


                  (c)  Employee  will occupy a position of trust and  confidence
with the Corporation  after the date of this  Agreement,  and during such period
and Employee's  employment  under this Agreement,  Employee will become familiar
with the Corporation's trade secrets and with other proprietary and confidential
information concerning the Corporation and the Business;

                  (d) the agreements and covenants  contained in this Article IV
are  essential to protect the  Corporation  and the goodwill of the Business and
are a condition precedent to the Corporation entering into this Agreement;

                  (e) Employee's  employment  with the  Corporation has special,
unique and  extraordinary  value to the Corporation and the Corporation would be
irreparably damaged if Employee were to provide services to any person or entity
in violation of the provisions of this Agreement;

                  (f) Employee has means to support  himself and his  dependents
other than by engaging in the Business,  or a business  similar to the Business,
and the provisions of this Article IV will not impact such ability; and

                  (g) For  purposes of this  Article IV, the term  "Corporation"
shall  include  the  Corporation  and  any of its  respective  subsidiaries  and
affiliates.

         4.2 Non-Compete. Employee hereby agrees that for a period commencing on
the date  hereof  and ending on the date of  termination  or  expiration  of his
employment  with the Corporation for any reason (the  "Termination  Date"),  and
thereafter,   through  the  period  ending  on  the  first  anniversary  of  the
Termination  Date  (collectively,  the  "restrictive  Period"),  he  shall  not,
directly or indirectly, as employee, agent, consultant,  stockholder,  director,
co-partner or in any other individual or representative  capacity, own, operate,
manage,  control, engage in, invest in or participate in any manner in, act as a
consultant or advisor to, render services for (alone or in association  with any
person,  firm,  corporation or entity), or otherwise assist any person or entity
(other than the  Corporation)  that  engages in or owns,  invests in,  operates,
manages or  controls  any venture or  enterprise  that  directly  or  indirectly
engages or proposes to engage in any element of the Business  anywhere  within a
100-mile  radius of any area (or in the event  such  area is a major  city,  the
metropolitan  area  relating  to such  city) in  which  the  Corporation  on the
Termination  Date  engages in any  element of the  Business  (the  "Territory");
provided,  however,  that nothing contained herein shall be construed to prevent
Employee from  investing in the stock of any competing  Corporation  listed on a
national securities exchange or traded in the over-the-counter  market, but only
if Employee is not involved in the business of said  corporation and if Employee
and his  associates  (as such term is defined in  Regulation  14(A)  promulgated
under the  Securities  Exchange Act of 1934,  as in effect on the date  hereof),
collectively,  do not own  more  than an  aggregate  of 3% of the  stock of such
corporation.  With respect to the Territory,  Employee specifically acknowledges
that the  Corporation  intends to expand the Business  into and  throughout  the
United States.


<PAGE>

         4.3 Interference with Relationships. Without limiting the generality of
the provisions of Section 4.2 hereof,  Employee  hereby agrees that,  during the
Restrictive  Period, he will not, directly or indirectly,  solicit or encourage,
or participate as employee, agent, consultant, stockholder, director, partner or
in any other  individual  or  representative  capacity,  in any  business  which
solicits or encourages (a) any person,  firm,  corporation or other entity which
has executed,  or proposes to execute, a management  services agreement with the
Corporation at any time during the term of this Agreement, or from any successor
in interest to any such  person,  firm,  corporation  or other  entity,  for the
purpose  of  securing  business  or  contracts  related  to any  element  of the
Business,  or (b) any present or future customer or client of the Corporation or
any of its affiliated  practices to terminate or otherwise alter his, her or its
relationship  with  the  Corporation  or  such  affiliated  practice;  provided,
however,  that  nothing  contained  herein  shall be  construed  to  prohibit or
restrict  Employee from  soliciting  business from any such parties on behalf of
the  Corporation in performance of his duties as an employee of the  Corporation
required under and as specifically contemplated by Section 1.2 above.

         4.4  Non-solicitation.  Other  than in the  performance  of his  duties
hereunder,  during the  Restrictive  Period,  Employee  shall not,  directly  or
indirectly, as employee, agent, consultant, stockholder, director, co-partner or
in any other individual or representative capacity, employ or engage, recruit or
solicit for employment or engagement,  any person who is or becomes  employed or
engaged  by  the  Corporation  or any of its  affiliated  practices  during  the
Restrictive Information Period, or otherwise seek to influence or alter any such
person's relationship with the Corporation.

         4.5  Confidential.   Other  than  in  the  performance  of  his  duties
hereunder,  during the Restrictive  Period and  thereafter,  Employee shall keep
secret and retain in  strictest  confidence,  and shall not,  without  the prior
written consent of the Corporation,  furnish,  make available or disclose to any
third  party  or use  for  the  benefit  of  himself  or any  third  party,  any
Confidential Information. As used in this Agreement,  "confidential information"
shall  mean  any  information  relating  to  the  business  or  affairs  of  the
Corporation  or the  Business,  including  but not limited to any  technical  or
non-technical  data,  formulate,   compilations,   programs,  devices,  methods,
techniques,  designs,  processes,  procedures,  improvements,  models,  manuals,
financial data  acquisition  strategies and Business,  irrespective of its form;
provided,   however,   that  Confidential   Information  shall  not  include  an
information  which is in the  public  domain or  becomes  known in the  industry
through no wrongful act on the part of Employee.  Employee acknowledges that the
Confidential  Information is vital,  sensitive,  confidential and proprietary to
the Corporation.

         4.6      Inventions and Discoveries.

                  (a)  Employee  understands  and  agrees  that all  inventions,
discoveries,  ideas,  improvements,  whether  patentable,  copyrightable or not,
pertaining to the Business of the  Corporation or relating to the  Corporation's
actual  or  demonstrably   anticipated   research,   development  or  inventions
(collectively,  "Inventions and Discoveries) that result from any work performed
by Employee  solely or jointly with others for the  Corporation  which Employee,
solely or jointly  with  others,  conceives,  develops,  or reduces to  practice

<PAGE>

during the course of Employee's  employment with the  Corporation,  are the sole
and exclusive  property of the Corporation.  Employee will promptly disclose all
such matters to the  Corporation  and will assist the  Corporation  in obtaining
legal  protection  for  Inventions and  Discoveries.  Employee  hereby agrees on
behalf of himself,  his executors,  legal  representatives and assignees that he
will assign, transfer and convey to the Corporation,  its successors and assigns
the Inventions and Discoveries.

                  (b) THE  CORPORATION  AND EMPLOYEE  ACKNOWLEDGE AND AGREE THAT
SECTION  4.6(a)  SHALL  NOT  APPLY TO AN  INVENTION  OF  EMPLOYEE  FOR  WHICH NO
EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF THE CORPORATION WAS
USED AND WHICH WAS  DEVELOPED  ENTIRELY ON EMPLOYEE'S  OWN TIME,  UNLESS (A) THE
INVENTION   RELATED  (I)  TO  THE  BUSINESS  OF  THE  CORPORATION  (II)  TO  THE
CORPORATION'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B)
THE INVENTION  RESULTS FROM ANY WORK PERFORMED BY EMPLOYEE FOR THE  CORPORATION.
EMPLOYEE AND THE  CORPORATION  FURTHER AGREE THAT SECTION 4.6(a) SHALL NOT APPLY
TO ANY  INVENTIONS OR WORK PRODUCT  DEVELOPED OR VESTED BY EMPLOYEE PRIOR TO THE
EFFECTIVE DATE.

                  (c) EMPLOYEE  ACKNKOWLEDGES  THAT HE HAS READ THIS SECTION 4.6
AND  FULLY  UNDE4RSTANDS  THE  LIJMITATIONS  WHICH IT  IMPOSES  UPON HIM AND HAS
RECEIVED A DUPLICATE COPY OF THIS AGREEMENT FOR HIS RECORDS.

         4.7 Blue-Pencil.  If any court of competent  jurisdiction  shall at any
time deem the term of this Agreement or any particular  Restrictive Covenant (as
defined) too lengthy or the Territory  too  extensive,  the other  provisions of
this Article IV shall nevertheless stand, the Restrictive Period herein shall be
deemed to be the longest period  permissible by law under the  circumstances and
the  Territory  herein  shall  be  deemed  to  comprise  the  largest  territory
permissible by law under the circumstances.  The court in each case shall reduce
the time period and/or Territory to permissible duration or size.

         4.8 Remedies.  Employee  acknowledges and agrees that the covenants set
forth  in  this  Section  4  (collectively,  the  "Restrictive  Covenants")  are
reasonable  and  necessary  for the  protection  of the  Corporation's  business
interests,  that  irreparable  injury will result to the Corporation if Employee
breaches any of the terms of said Restrictive  Covenants,  and that in the event
of Employee's actual or threatened breach of any such Restrictive Covenants, the
Corporation  will have no adequate remedy at law.  Employee  accordingly  agrees
that in the  event  of any  actual  or  threatened  breach  by him of any of the
Restrictive Covenants,  the corporation shall be entitled to immediate temporary
injunctive and other equitable relief, without bond and without the necessity of
showing  actual  monetary  damages,  subject to hearing  as soon  thereafter  as
possible.  Nothing  contained  herein  shall be  construed  as  prohibiting  the
Corporation from pursuing any other remedies  available to it for such breach or
threatened  breach,  including the recovery of any damages,  which it is able to
prove.


<PAGE>

                                   ARTICLE IV
                              RESTRICTIVE COVENANTS

         5.1  Notices.  Any notice  provided  for in this  Agreement  must be in
writing and must be either (i) personally  delivered,  (ii) mailed by registered
or certified  first class mail,  prepaid with return receipt  requested or (iii)
sent by a recognized  overnight courier service, to the recipient at the address
below indicated:



         To the Corporation:


                  Mr. Eric Seidel
                  President/CEO
                  eAutoclaims.com
                  2708 Alt. 198 N., Suite 604
                  Palm Harbor, FL  34683

                  With a copy to:

                  Michael T. Cronin, Esquire
                  Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
                  911 Chestnut Street
                  Post Office Box 1368
                  Clearwater, Florida  33756-1368


         To Employee:

                  Gaver Powers
                  1140 Baymeadows Drive
                  Titusville, FL 32796


Or such  other  addresses  or to the  attention  of  such  other  person  as the
recipient  party shall have  specified  by prior  written  notice to the sending
party.  Any notice under this Agreement will be deemed to have been given (a) on
the date such notice is personally delivered,  (b) three (3) days after the date
of mailing if sent by certified or registered mail, or (c) one (1) day after the
date such  notice is  delivered  to the  overnight  courier  service  if sent by
overnight courier.


<PAGE>

         5.2 Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision of this  Agreement is held to be invalid,  illegal or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein,.

         5.3  Entire  Agreement.  This  Agreement,   those  documents  expressly
referred to herein and other documents of even date herewith embody the complete
agreement  and  understanding  among the parties and  supersede  and preempt any
prior  understandings,  agreements or  representations  by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.


         5.4   Counterparts.   This   Agreement  may  be  executed  on  separate
counterparts,  each of which is deemed to be an original  and all of which taken
together constitute one and the same agreement.

         5,5  Successors  and  Assigns.  This  Agreement is intended to bind and
inure to the benefit of and be enforceable by Employee and the  Corporation  and
their respective  successors and permitted assigns.  Employee may not assign any
of his rights or obligations hereunder without the written

         5.6 No Strict Construction. The language used in this Agreement will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent,  and no rule of strict  construction  will be applied  against any party
hereto.

         5.7  Amendment  and Waivers.  Any  provision of this  Agreement  may be
amended or waived only with the prior  written  consent of the  Corporation  and
Employee.

         5.8 Governing  Law. This  Agreement  shall be construed and enforced in
accordance  with,  and all  questions  concerning  the  construction,  validity,
interpretation  and performance of this Agreement shall be governed by, the laws
of the State of Florida,  without giving effect to provisions  thereof regarding
conflict of laws.

         5.9 Income Tax Treatment. Employee and the Corporation acknowledge that
it is the  intention  of the  Corporation  to deduct all amounts paid under this
Agreement as ordinary and necessary  business  expenses for income tax purposes.
Employee  agrees and represents  that he will treat all such amounts as ordinary
income for income tax purposes,  and should he report such amounts as other than
ordinary  income  tax  purposes,  he will  indemnify  and hold  the  Corporation
harmless  from and against  any and all taxes,  penalties,  interest,  costs and
expenses,  including reasonable  attorneys' and accounting fees and costs, which
are incurred by Corporation directly or indirectly as a result thereof.


<PAGE>


         5.10 CONSENT TO  JURISDICTION.  THE  CORPORATION  AND  EMPLOYEE  HEREBY
CONSENT TO THE  JURISDICTION  OF ANY STATE OR FEDERAL COURT  LOCATED  WITHIN THE
CITY OF ST. LOUIS,  STATE OF MISSOURI AND IRREVOCABLY  AGREE THAT SUBJECT TO THE
CORPORATION'S  ELECTION,  ALL ACTIONS OIR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS  AGREEMENT  SHALL BE  LITIGATED  IN SUCH  COURTS.  EMPLOYEE  ACCEPTS FOR
HIMSELF AND IN CONNECTION  WITH HIS PROPERTIES,  GENERALLY AND  UNCONDITIONALLY,
THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NONCONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT.


         5.11  WAIVER OR JURY  TRIAL.  THE  PARTIES  HERETO  HEREBY  WAIVE THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS  AGREEMENT  OR ANY  DEALINGS  BETWEEN  THEM  RELATING TO THE
SUBJECT  MATTER  OF  THIS  TRANSACTION  AND  THE  RELATIONSHIP   THAT  IS  BEING
ESTABLISHED.  THE PARTIES  HERETO ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON
SUCH BOND WHICH MIGHT,  BUT FOR THIS WAIVER,  BE RQUIRED OF THE OTHER PARTY. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE  ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT  RELATE  TO THE  SUBJECT  MATTER OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY  CLAIMS,  DISCRIMINATION  CLAIMS,  AND ALL OTHER  COMMON LAW AND  STATUTORY
CLAIMS. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIOSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
IN  ENTERING  INTO THIS  AGREEMENT  AND THAT EACH WILL  CONTINUE  TO RELY ON THE
WAIVER IN THEIR RELATED FUTURE  DEALINGS.  THE CORPORATION AND EMPLOYEE  FURTHER
WARRANT AND REPRESENT  THAT EACH HAS REVIEWED THIS WAIVER WITH THEIR  RESEPCTIVE
LEGAL COUNSEL,  AND THAT EACH KNOWINGLY AND VOLUNTARILY  WAIVES THEIR RESPECTIVE
JURY TRIAL RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL  COUNSEL.  THIS WAIVER IS
IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,  SUPPLEMENTS
OR  MODIFICATIONS  TO THIS  AGREEMENT OR TO ANY OTHER  DOCUMENTS  OR  AGREEMENTS
RELATING TO THE  TRANSACTION  CONTEMPLATED  HEREBY.  IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on the day and year first above written.


                                  CORPORATION:
                                  eAutoclaims.com, Inc., a Delaware corporation

                                  By:__________________________________
                                  Name: Eric Seidel
                                  Title:  President/CEO

                                  EMPLOYEE

                                  ------------------------------------
                                  Name:  Gaver Powers
                                  Title:  Chief Information Officer (CIO)