Certificate of Designations, Rights, Preferences and Limitations

                              eAUTOCLAIMS.COM, INC.
                      SERIES A CONVERTIBLE PREFERRED STOCK

 Pursuant to Title 7, Chapter 78, Section 78.1955 of the Nevada Revised Statutes

It is certified that:

         A.       The name of the  corporation is  eAutoclaims.com,  Inc.,
a Nevada  corporation  (hereinafter  the "Company").

         B.  The  certificate  of  incorporation  of the  Company,  as  amended,
authorizes the issuance of five million  (5,000,000)  shares of Preferred Stock,
$.001 par value per share,  and expressly vests in the Board of Directors of the
Company  the  authority  provided  therein to issue all of said shares in one or
more series and by resolution or  resolutions to establish the  designation  and
number and to fix the  relative  rights  and  preferences  of each  series to be
issued.

         C. The Board of  Directors of the  Company,  pursuant to the  authority
expressly vested in it, has adopted the following  resolutions  creating a class
of Series A Preferred Stock:

         RESOLVED,  that a portion of the five  million  (5,000,000)  authorized
shares of  Preferred  Stock of the  Company  shall be  designated  as a separate
series possessing the rights and preferences set forth below:

              1. Designation and Amount.  The shares of such series shall have a
par value of $.001 per share and shall be  designated  as "Series A  Convertible
Preferred  Stock"  (the  "Series A  Preferred  Stock")  and the number of shares
constituting  the  Series A  Preferred  Stock  shall be up to 500.  The Series A
Preferred  Stock  shall be offered  for sale at a  purchase  price of $5,000 per
share (the "Purchase Price").

              2. Ranking.  The Series A Preferred  Stock shall rank (i) prior to
the Corporation's common stock, par value $.001 per share ("Common Stock"); (ii)
prior to any class or  series  of  capital  stock of the  Corporation  hereafter
created  (unless,  with the consent of the  holders of Series A Preferred  Stock
(which may be withheld in such holders' sole and absolute  discretion)  obtained
in  accordance  with  Section 8 hereof,  such class or series of  capital  stock
specifically,  by its  terms,  ranks  senior to or pari  passu with the Series A
Preferred Stock);  (iii) pari passu with any class or series of capital stock of
the Corporation hereafter created (with the consent of the holders of the Series
A Preferred  Stock  (which may be withheld in such  holders'  sole and  absolute
discretion) obtained in accordance with Section 8 hereof) specifically  ranking,
by its  terms,  on  parity  with  the  Series A  Preferred  Stock  ("Pari  Passu
Securities");  and (iv)  junior to any class or series of  capital  stock of the
Corporation  hereafter  created  (with the  consent  of the  holders of Series A
Preferred  Stock  (which may be  withheld  in such  holders'  sole and  absolute
discretion) obtained in accordance with Section 8 hereof) specifically  ranking,
by its terms, senior to the Series A Preferred Stock ("Senior  Securities"),  in
each case as to distribution of assets upon liquidation,  dissolution or winding
up of the Corporation, whether voluntary or involuntary.


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         3.       Dividend Rights.

         (a) The holders of shares of Series A Preferred Stock shall be entitled
to receive out of any assets legally available therefor cumulative  dividends at
the rate per share  equal to eight  percent  (8%) per year of the  amount of the
Liquidation  Preference  of the Series A  Preferred  Stock,  in  preference  and
priority to any payment of any  dividend on the Common  Stock or any other class
or series of stock of the corporation  except for the Series A Preferred  Stock.
Such dividends shall accrue on any given share from the day of original issuance
of such  share  and  shall  accrue  from day to day  whether  or not  earned  or
declared.  Such  dividends  shall be  cumulative  so that if such  dividends  in
respect of any previous or current annual  dividend  period,  at the annual rate
specified  above,  shall not have been paid or declared and a sum sufficient for
the  payment  thereof  set apart for all  Series A  Preferred  Stock at the time
outstanding,  the  deficiency  shall first be fully paid before any  dividend or
other  distribution  shall be paid on or  declared  or set apart for the  Common
Stock or any other  class or series of stock of the  corporation  except for the
Series A Preferred  Stock.  Dividends  on the Series A Preferred  Stock shall be
non-participating  and the holders of the Series A Preferred  Stock shall not be
entitled to participate in any other dividends  beyond the cumulative  dividends
specified herein.

         (b) Any dividends  payable pursuant to the provisions of this section 3
may be paid, at the holders' election,  either in cash or unrestricted shares of
Common Stock of the Company, and shall be paid within five days of when due. The
number of shares of Common  Stock to be issued by the  Company in lieu of a cash
payment for  dividends  due as set forth  herein shall be equal to the number of
shares of Common Stock  resulting  from  dividing the dollar amount of dividends
owed by the  Conversion  Price (as defined  below) on such date as the dividends
are payable (if such date is not a Trading  Day,  then the next  Trading Day (as
defined below) immediately thereafter).

         (c) The holders of the  outstanding  shares of Series A Preferred Stock
shall not be entitled to other  distributions of the assets of the Company other
than distributions of the assets of the Company upon liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary.

                  For purposes of this Certificate, unless the context otherwise
requires,  "distribution"  shall mean the  transfer of cash or property  without
consideration,  whether by way of dividend or  otherwise,  payable other than in
shares  of  Common  Stock or other  equity  securities  of the  Company,  or the
purchase or redemption  of shares of Common Stock or other equity  securities of
the Company (other than  redemptions set forth in Section 6 below or repurchases
of Common Stock or other equity  securities  held by employees or consultants of
the  Company  upon  termination  of their  employment  or  services  pursuant to
agreements  providing for such  repurchase)  for cash or property  payable other
than in shares of Common Stock or other equity securities of the Company.

              3.   Liquidation, Dissolution or Winding Up

                  The Series A Preferred Stock carries a liquidation  preference
of $5,000.00 per share,  plus any accrued but unpaid dividends (the "Liquidation
Preference"). In the event of any liquidation,  dissolution,  winding up, either
voluntary  or  involuntary,  of  the  Corporation,  or any  partial  liquidation

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effected by means of a distribution of assets or return of capital,  the holders
of each share of Series A  Preferred  Stock  shall be entitled to receive and be
paid in cash out of the surplus funds of the Corporation or out of the assets so
distributed, full payment of the Liquidation Preference of such share before any
amount  shall be paid to the holders of any other class of capital  stock of the
Corporation except for the Series A Preferred Stock

                  If upon liquidation,  the assets of the Corporation  available
for distribution to stockholders  shall be insufficient to permit the payment in
full of the  Liquidation  Preference  payable  hereunder  to the  holders of the
Series  A  Preferred  Stock,  the  Series  A  Preferred  Stock  and  Pari  Passu
Securities,  then all such  assets  shall be  distributed  first to the Series A
Preferred Stock and thereafter,  to extent sufficient  ratably among the holders
of such shares of Convertible Preferred Stock and Pari Passu Securities first in
payment of the Liquidation  Preference per share of Convertible  Preferred Stock
and Pari Passu Securities, in proportion to the respective amounts that would be
payable  per share if such  assets were  sufficient  to permit such  payments in
full.

                  No  distribution  shall be made with  respect  to any class of
capital stock of the  Corporation  standing junior in preference to the Series A
Preferred  Stock until the  distributions  required  hereunder have been paid in
full to all holders of Series A Preferred  Stock.  After the holders of Series A
Preferred  Stock  have  received  the sum per  share  equal  to the  Liquidation
Preference of such Series A Preferred  Stock,  the holders of classes of capital
stock  standing  junior in  preference  shall be entitled to share in accordance
with their  respective  rights and preferences  hereunder in the distribution of
all remaining assets of the Corporation available for distribution.

              4. Voting Rights.  Except as otherwise required by law, and except
as set forth in Section 8 of this Certificate, the holders of Series A Preferred
Stock shall not be entitled to vote upon any matter  relating to the business or
affairs of the Company or for any other purpose.

              5. Conversion Rights for the Series A Preferred Stock. The holders
of Series A Preferred Stock shall have conversion rights as follows ("Conversion
Rights"):

                  (a) Right to  Convert.  The  Series A  Preferred  Stock may be
converted, in whole or in part, at any time after the closing date (the "Closing
Date") of the sale of the Series A Preferred Stock.

                  (b) Conversion  Rate.  Each share of Series A Preferred  Stock
may be converted  into the number of  fully-paid  and  non-assessable  shares of
Common Stock of the Company  calculated in accordance with the following formula
("Conversion Rate"):

         The number of shares  issuable upon conversion of one share of Series A
Preferred  Stock shall be  determined  by  dividing  the  Purchase  Price by the
Conversion Price, where:

                           (i)      The Purchase Price is defined in Section 1
hereof;

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                           (ii)     the  Conversion  Price equals the  lesser of
(x) one hundred twenty  percent (120%) of the Closing Bid Price (defined  below)
for the  Common  Stock  for the  Trading  Day  immediately  prior to the date of
issuance of the Series A Preferred Stock being  converted,  or (y)  seventy-five
percent (75%) (the  "Conversion  Percentage")  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 Conversion Date
(as herein  defined),  as reported on the  National  Association  of  Securities
Dealers OTC Bulletin Board Market (or on such other national securities exchange
or market as the Common Stock may trade at such time);

                           (iii) for  purposes  hereof,  the term  "Closing  Bid
Price"  shall mean for any  security as of any date,  the last closing bid price
for such  security on the OTC:  Bulletin  Board Market as reported by Bloomberg,
L.P., or, if the OTC:  Bulletin Board Market is not the principal trading market
for such security,  the last closing bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported  by  Bloomberg,  L.P.,  or, if no last  closing  bid or trade  price is
reported for such  security by Bloomberg,  L.P.,  the closing bid price shall be
determined  by reference  to the closing bid price as reported on the  principal
trading  market,  and if not so reported shall be determined from the average of
the bid prices of any market  makers for such  security as reported in the "pink
sheets"  published by the  National  Quotation  Bureau,  Inc. If the closing bid
price  cannot  be  calculated  for  such  security  on  such  date on any of the
foregoing  bases,  the closing bid price of such  security on such date shall be
the fair  market  value as  mutually  agreed by the  Company  and the holders of
two-thirds of the outstanding shares of Series A Preferred Stock.

                  (c) Forced Conversion.  In the event the holders of the Series
A Preferred  Stock have not  exercised  the  Conversion  Rights set forth herein
within two years after the date of issuance of the Series A Preferred Stock (the
"Final Date"), the Series A Preferred Stock shall  automatically be converted as
if the holder had exercised their Conversion Rights on the Final Date.

                  (d) Capital Reorganization or Reclassification.  If the Common
Stock  issuable  upon the  conversion  of the Series A Preferred  Stock shall be
changed into the same or  different  number of shares of any class or classes of
stock, whether by capital reorganization,  reclassification,  stock split, stock
dividend,  or similar  event,  then and in each such  event,  the holder of each
share of Series A  Preferred  Stock shall have the right  thereafter  to convert
such share into the kind and amount of shares of stock and other  securities and
property receivable upon such capital reorganization,  reclassification or other
change  which  such  holder  would  have  received  had its  shares  of Series A
Preferred Stock been converted immediately prior to such capital reorganization,
reclassification or other change.

                  (e) Capital  Reorganization,  Merger or Sale of Assets.  If at
any time or from time to time  there  shall be a capital  reorganization  of the
Common  Stock  (other  than  a  subdivision,  combination,  reclassification  or
exchange  of  shares  provided  for in  Section  5(d)  above),  or a  merger  or
consolidation  of the Company with or into another  corporation,  or the sale of
all or substantially all of the Company's  properties and/or assets to any other
person  or  entity   (any  of  which   events  is  herein   referred   to  as  a
"Reorganization"),  then as a part of such  Reorganization,  provision  shall be
made so that the holders of the Series A Preferred  Stock  shall  thereafter  be

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entitled to receive upon conversion of the Series A Preferred  Stock, the number
of shares of stock or other  securities  or property of the  Company,  or of the
successor corporation  resulting from such Reorganization,  to which such holder
would have been  entitled  if such holder had  converted  its shares of Series A
Preferred  Stock  immediately  prior to such  Reorganization.  In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section 5 with  respect  to the  rights  of the  holders  of the  Series A
Preferred Stock after the Reorganization, to the end that the provisions of this
Section 5 (including adjustment of the number of shares issuable upon conversion
of the Series A  Preferred  Stock)  shall be  applicable  after that event in as
nearly equivalent a manner as may be practicable.

                  (f) Certificate as to Adjustments; Notice by Company. Upon the
occurrence of each  adjustment or  readjustment  of the Conversion  Price of the
Series A Preferred  Stock, the Company,  at its expense,  shall promptly compute
such  adjustment or readjustment in accordance with the terms hereof and prepare
and  furnish  to each  holder of such  Series A  Preferred  Stock a  certificate
executed by the  president and chief  financial  officer (or in the absence of a
person  designated as the chief  financial  officer,  by the treasurer)  setting
forth such adjustment or readjustment and showing in detail the facts upon which
such  adjustment or  readjustment  are based.  The Company  shall,  upon written
request at any time of any holder of Series A Preferred Stock,  furnish or cause
to be furnished to such holder a certificate  setting  forth (A) the  Conversion
Price at the time in effect,  and (B) the  number of shares of Common  Stock and
the amount,  if any, of other  property which at the time would be received upon
the conversion of a share of Series A Preferred Stock.

                  (g)  Exercise  of  Conversion  Rights.  Holders  of  Series  A
Preferred Stock may exercise their right to convert the Series A Preferred Stock
by telecopying an executed and completed Notice of Conversion to the Company and
delivering  the original  Notice of  Conversion  in the form  annexed  hereto as
Exhibit A ("Notice of Conversion") and the certificate representing the Series A
Preferred Stock (once fully converted,  unless specifically  requested otherwise
by the  Company) by express  courier.  Each  business  date on which a Notice of
Conversion is  telecopied to and received by the Company in accordance  with the
provisions hereof shall be deemed a "Conversion  Date." Such holders of Series A
Preferred  Stock which have sent a Notice of Conversion to the Company shall, if
requested by the Company,  deliver the  originally  executed  Series A Preferred
Stock certificates to the Company within three business days from the Conversion
Date. The Company will transmit, or instruct its transfer agent to transmit, the
certificates representing shares of Common Stock issuable upon conversion of any
share of Series A Preferred Stock (together with the  certificates  representing
the Series A Preferred  Stock not so  converted,  if the prior  certificate  was
delivered  to the  Company)  to the  holder  thereof  via  express  courier,  by
electronic  transfer or otherwise,  within three business days after the Company
has  received  the  facsimile  Notice of  Conversion.  In  addition to any other
remedies  which may be  available to the holders of shares of Series A Preferred
Stock, Except as otherwise stated in the Purchase  Agreement,  in the event that
the Company fails to deliver, or has failed to contact its transfer agent within
two  business  days to deliver,  such shares of Common  Stock  within such three
business day period,  the holder will be entitled to revoke the relevant  Notice
of Conversion by delivering a notice to such effect to the Company whereupon the
Company  and the holder  shall each be restored  to their  respective  positions
immediately  prior to  delivery  of such  Notice of  Conversion.  The  Notice of

<PAGE>

Conversion and Series A Preferred Stock certificates representing the portion of
the Series A Preferred Stock converted shall be delivered as follows:

To the Company:                     eAutoclaims.com, Inc.
                                    2708 Alternate 19 North
                                    Suite 507
                                    Palm Harbor, Florida 24683
                                    Telephone:  (888) 301-8600
                                    Facsimile:    (727) 781-8425

         In the event that shares  representing  the Common Stock  issuable upon
conversion  of the Series A Preferred  Stock (the  "Conversion  Shares") are not
delivered  by the Company  within  twenty (20)  business  days of receipt by the
Company of the  facsimile  Notice of  Conversion,  the Company  shall pay to the
holders  thereof,  in immediately  available funds,  upon demand,  as liquidated
damages  for such  failure  and not as a  penalty,  the  amounts  stated  in the
following schedule,  which liquidated damages shall begin to accrue on the sixth
business day after the  Conversion  Date  provided that the Company shall not be
responsible  for or required to pay such  liquidated  damages if such failure to
deliver or convert was not caused by any actions or  omissions  of the  Company,
the  Company's  transfer  agent or counsel to the Company.  Any and all payments
required pursuant to this paragraph shall be payable in cash on demand.

                                               Late Payment For Each $10,000
                                              of Preferred Stock Liquidation
                   No. Business Days Late         Amount Being Converted

                              1                             $100
                              2                             $200
                              3                             $300
                              4                             $400
                              5                             $500
                         more than 5     $500  +$200 for each  Business  Day
                                         Late   beyond   5  days   from  The
                                         Delivery Date;

provided,  however,  that, in no event will the amount that Company is obligated
to pay  pursuant  to this  Section  exceed  $500 for  each  shares  of  Series A
Preferred Stock.

Nothing  herein shall limit the holder's  right to seek specific  performance of
the  Company's  obligations  hereunder  and other  remedies  and damages for the
Company's  actions or inactions  resulting in the  transfer  agent's  failure to
issue and deliver the Common Stock to the holder.

                  (h) Lost or Stolen  Certificates.  Upon receipt by the Company
of  evidence  of the loss,  theft,  destruction  or  mutilation  of any Series A
Preferred Stock certificate(s),  and (in the case of loss, theft or destruction)
of indemnity or security  reasonably  satisfactory to the Company,  and upon the
cancellation of the Series A Preferred Stock certificate(s),  if mutilated,  the


<PAGE>


Company shall execute and deliver new  certificates for Series A Preferred Stock
of like tenure and date. However,  the Company shall not be obligated to reissue
such lost or stolen  certificates  for shares of Series A Preferred Stock if the
holder contemporaneously requests the Company to convert such Series A Preferred
Stock into Common Stock.

                  (i) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon  conversion of shares of Series A Preferred  Stock. In lieu
of any  fractional  share  to  which  the  holder  would  be  entitled  for this
paragraph,  the number of shares of Common Stock to be received shall be rounded
to the nearest whole share.

                  (j) Partial  Conversion.  In the event some but not all of the
shares of Series A Preferred Stock  represented by a certificate or certificates
are  converted,  the  Company  may  require  the  holder to  surrender  the said
certificate(s)  to the  Company  within  three (3)  business  days  after such a
conversion;  if so, the Company  shall execute and deliver to or to the order of
the holder,  at the expense of the Company,  a new certificate  representing the
number of shares of Series A Preferred Stock which were not converted.

                  (k)  Reservation  of Common  Stock.  The Company  shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common Stock,  solely for the purpose of effecting the  conversion of the shares
of the Series A Preferred  Stock  (including  also exercise of the  Conversion),
such  number  of its  shares  of  Common  Stock  as shall  from  time to time be
sufficient or as may be available to effect the  conversion  of all  outstanding
shares of the Series A  Preferred  Stock,  including  also full  exercise of the
Conversion,  and if at any time the number of authorized but unissued  shares of
Common Stock shall not be  sufficient  to effect the  conversion of all the then
outstanding shares of the Series A Preferred Stock, including also full exercise
of the Conversion, the Company shall use its best efforts to take such corporate
action as may be  necessary to increase its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

         6. Redemption. The Company shall have the right to redeem the Preferred
Shares,  in whole or in part, at a price equal to 110% of their  Purchase  Price
upon thirty (30) days prior written notice to the record holder thereof as shown
on the books and  records  of the  Company.  A holder  shall have until the date
specified in such notice to exercise its conversion rights,  which date shall be
not more than five (5) days prior to the date  specified  in such  notice as the
date for redemption.

         7. No  Reissuance of Series A Preferred  Stock.  Any share or shares of
Series A  Preferred  Stock  acquired  by the  Company  by reason of  redemption,
purchase,  conversion or otherwise shall be canceled, shall return to the status
of authorized but unissued  preferred stock of no designated  series,  and shall
not be reissuable or re-sellable by the Company as Series A Preferred Stock.

         8.        Restrictions and Limitations

                  (a)  Amendments  to Charter.  The Company  shall not amend its
certificate of  incorporation  without the approval by the holders of at least a
majority  of the then  outstanding  shares of Series A  Preferred  Stock if such
amendment would:


<PAGE>

                           (i)   change the  relative  seniority  rights of the
holders of Series A Preferred  Stock as to the payment of  dividends in relation
to the holders of any other  capital  stock of the Company,  or create any other
class or series of capital  stock  entitled  to  seniority  as to the payment of
dividends in relation to the holders of Series A Preferred Stock;

                           (ii)  reduce  the amount  payable  to the  holders of
Series  A  Preferred  Stock  upon  the  voluntary  or  involuntary  liquidation,
dissolution  or winding up of the Company,  or change the relative  seniority of
the  liquidation  preferences of the holders of Series A Preferred  Stock to the
rights upon liquidation of the holders of other capital stock of the Company, or
change the dividend rights of the holders of Series A Preferred Stock;

                           (iii) cancel or modify the  conversion  rights of the
holders of Series A Preferred Stock provided for in Section 5 herein; or

                           (iv)  cancel or modify the  rights of the  holders of
the Series A Preferred Stock provided for in this Section 8.

         9. Notices of Record Date. In the event of:

                  (a) any taking by the  Company  of a record of the  holders of
any class of securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  or other  distribution,  or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
reclassification or  recapitalization  of the capital stock of the Company,  any
merger of the Company, or any transfer of all or substantially all of the assets
of the Company to any other corporation, or any other entity or person, or

                  (c) any voluntary or involuntary  dissolution,  liquidation or
winding up of the Company, then and in each such event the Company shall mail or
cause  to be  mailed  to each  holder  of  Series  A  Preferred  Stock a  notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such  dividend,  distribution  or right and a description  of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  recapitalization,  transfer, merger, dissolution, liquidation
or winding up is expected to become  effective  and (iii) the time, if any, that
is to be fixed,  as to when the  holders  of  record  of Common  Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization,    reclassification,    recapitalization,    transfer,   merger,
dissolution, liquidation or winding up. Such notice shall be mailed at least ten
days prior to the date  specified  in such  notice on which such action is to be
taken.

         10.  Certificate  of  Incorporation.  The  statements  contained in the
foregoing,  creating and  designating the said Series A issue of Preferred Stock
and  fixing  the  number,  powers,   preferences  and  relative,   Conversional,
participating, and other special rights and the qualifications,  limitations and
restrictions  shall,  upon the  effective  date of said series,  be deemed to be
included  in and be a part  of the  Articles  of  Incorporation  of the  Company
pursuant to the relevant  provisions of the General Corporation Law of the State
of Nevada.

<PAGE>

         11.       Limitation on Number of Conversion Shares.

                  (a) If (i) the  Common  Stock  shall be listed  on the  Nasdaq
Small Cap Market or the Nasdaq National Market,  and (ii) such Market shall have
advised  the  Company in writing  that a proposed  issuance  of shares of Common
Stock upon  conversion  of shares of Series A Preferred  Stock would  exceed the
issuance  of that  number of shares of Common  Stock which the Company may issue
upon  conversion of the Series A Preferred  Stock (the  "Exchange  Cap") without
breaching  the  Company's  obligations  under the rules and  regulations  of The
Nasdaq Stock Market,  Inc., then notwithstanding any other provision herein, the
Company  shall not be  obligated  to issue  any  shares  of  Common  Stock  upon
conversion  of the Series A  Preferred  Stock if the  issuance of such shares of
Common Stock would exceed the Exchange Cap,  except that such  limitation  shall
not  apply in the  event  that the  Company  (a)  obtains  the  approval  of its
stockholders  as required by applicable  rules of The Nasdaq Sock Market,  Inc.,
for  issuances of Common Stock in excess of such amount or (b) obtains a written
opinion from outside  counsel to the Company that such approval is not required,
which opinion shall be reasonably  satisfactory  to the holders of a majority of
the shares of Series A Preferred Stock then outstanding; provided, however, that
notwithstanding  anything  herein to the  contrary,  the Company will issue such
number of shares  of Common  Stock  issuable  upon  conversion  of the  Series A
Preferred  Stock at the then current  Conversion  Price up to the Exchange  Cap.
Until such  approval  or  written  opinion  is  obtained,  no holder of Series A
Preferred  Stock  pursuant  to  the  Securities  Purchase  Agreement  ("Purchase
Agreement") shall be issued, upon conversion of Series A Preferred Stock, shares
of Common  Stock in an amount  greater  than the product of (i) the Exchange Cap
amount  multiplied  by (ii) a fraction,  the numerator of which is the number of
shares  of  Series A  Preferred  Stock  issued to such  holder  pursuant  to the
Purchase  Agreement and the denominator of which is the aggregate  amount of all
the shares of Series A Preferred  Stock  issued to all  holders  pursuant to the
Purchase Agreement (the "Cap Allocation  Amount").  In the event that any holder
of Series A Preferred  Stock shall convert all of such holder's shares of Series
A  Preferred  Stock  into a number  of  shares of  Common  Stock  which,  in the
aggregate, is less than such holder's Cap Allocation Amount, then the difference
between such holder's Cap  Allocation  Amount and the number of shares of Common
Stock  actually  issued to such holder shall be allocated to the  respective Cap
Allocation Amounts of the remaining holders of Series A Preferred Stock on a pro
rata basis in proportion to the number of shares of Series  Preferred Stock then
held by each such holder.  The  provisions of this  paragraph will apply only in
the event the  Company  becomes  listed for trading on the NASDAQ  stock  market
(either Small Cap or National Market).

                  (b) Conversion  Restrictions.  Notwithstanding anything to the
contrary set forth herein or in the  Certificate  of  Designations,  in no event
shall any holder of the Series A Preferred Stock be entitled to convert Series A
Preferred  Stock (or exercise the  Conversion to receive  Conversion  Shares) in
excess of such portion of the  principal  of the Series A Preferred  Stock that,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of Common  Stock  beneficially  owned by such  converting  holder and its
affiliates  to  exceed  9.9%  of the  outstanding  shares  of the  Common  Stock
following such conversion.  For purposes of the foregoing proviso, the aggregate
number of  shares  of Common  Stock  beneficially  owned by the  holder  and its

<PAGE>

affiliates  shall  include the number of shares of Common  Stock  issuable  upon
conversion  of  the  Series  A  Preferred   Stock  with  respect  to  which  the
determination  of such  proviso  is  being  made.  Except  as set  forth  in the
preceding  sentence,  for purposes of this Section  2(a),  beneficial  ownership
shall be calculated in accordance with Section 13(d) of the Securities  Exchange
Act of 1934,  as  amended.  The  limitations  imposed  by this  Section  4(l) on
conversion of Series A Preferred Stock shall no longer apply,  and the holder of
the Series A  Preferred  Stock may  convert  all or any  portion of the Series A
Preferred  Stock,  irrespective  of the  resulting  beneficial  ownership of the
Company's  Common  Stock,  should any of the  following  events  occur:  (I) The
Company shall either: (i) become insolvent;  (ii) admit in writing its inability
to pay its debts  generally or as they become due;  (iii) make an assignment for
the benefit of creditors or commence  proceedings for its  dissolution;  or (iv)
apply for, or consent to the appointment of, a trustee,  liquidator, or receiver
for  its or for a  substantial  part  of its  property  or  business;  or (II) A
trustee,  liquidator  or receiver  shall be  appointed  for the Company or for a
substantial part of its property or business  without the Company's  consent and
such   appointment  is  not  discharged   within  sixty  (60)  days  after  such
appointment;  or  (III)  Any  governmental  agency  or any  court  of  competent
jurisdiction at the instance of any governmental  agency shall assume custody or
control of the whole or any  substantial  portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or (V)
Bankruptcy,  reorganization,  insolvency  or  liquidation  proceedings  or other
proceedings  for relief  under any  bankruptcy  law or any law for the relief of
debtors shall be instituted by or against the Company and, if instituted against
the Company,  shall not be dismissed within sixty days after such institution or
the Company shall by any action or answer  approve of,  consent to, or acquiesce
in any such  proceedings  or admit the  material  allegations  of, or default in
answering a petition filed in, any such proceeding.


Signed and attested to on August 25, 2000.


                                                     eAUTOCLAIMS.COM, INC.

                                                     By:
                                                        ---------------------
                                                     Name:
                                                        ---------------------
                                                     Title:
                                                        ---------------------
Attest:

------------------------------
         Secretary



<PAGE>



STATE OF                            )
         ----------------------     )   ss.
County of                           )
         ----------------------

     On this 25th day of August, 2000, before me personally  appeared/personally
known to me Eric  Seidel,  the  President  and  Susan L.  Ables,  the  Assistant
Secretary  of  eAUTOCLAIMS.COM,  INC., a Nevada  corporation,  on behalf of said
corporation.

                                                            -----------------
                                                              Notary Public
My Commission Expires:





<PAGE>

                                    EXHIBIT A

Library: Phoenix;  Document #: 93831v2
                              NOTICE OF CONVERSION

                (To be Executed by the Registered Holder in order
                    to Convert the Series A Preferred Stock)

The  undersigned  hereby  irrevocably  elects to convert  ___ shares of Series A
Preferred Stock,  Certificate No. ___ (the "Preferred Stock"),  plus accrued and
unpaid  dividends  in the  amount of $  ______,  into  shares  of  Common  Stock
("Conversion Shares") of eAutoclaims.com, Inc. (the "Company"), according to the
conditions hereof, as of the date written below.

The Conversion Price per share is $ ___________.




         Date of Conversion                         Applicable Conversion Price


         Number of shares of Common Stock           $ Amount of Conversion
         issuable upon Conversion

         Legal Name of Converting Holder:



         Signature/Title of Authorized Representative of
         Converting Holder

Address for Delivery of Shares: