Amendment to
        Certificate of Designations, Rights, Preferences and Limitations

                              eAUTOCLAIMS.COM, INC.
                      SERIES A CONVERTIBLE PREFERRED STOCK

          Pursuant to Title 7, Chapter 78,  Section 78.199 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. That on  August  28,  2000,  the  Company  filed a  Certificate  of
Designations,  Rights,  Preferences and Limitations  authorizing the issuance of
its Series A Convertible Preferred Stock pursuant to File No. C16891-96.

          D.  Pursuant to the authority  conferred  upon the Board of Directors,
the Board of Directors of the Company,  effective May 21, 2001, duly adopted and
authorized   the  following   amendments  to  the  provisions  of  the  original
Certificate of Designations, Rights, Preferences and Limitations filed on August
28, 2000:

                    (a)       Section 1 shall be amended to increase  the number
                              of  shares  of  Preferred  Stock  from  500 to 600
                              shares.

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


<PAGE>

                    (c)       A new Section 12 shall be added entitled  "Special
                              Mandatory Redemption", which will provide that the
                              Company is  obligated  to redeem  the one  hundred
                              (100) shares of Preferred Stock being purchased by
                              Governors  Road  pursuant  to the  Binding  Bridge
                              Financing Term Sheet at one hundred twenty percent
                              (120%)  of the face  amount  ($6,000  per share of
                              Preferred Stock), plus accrued interest,  upon the
                              earlier of August 15,  2001 or the  closing of the
                              Company's  anticipated public offering under cover
                              of  the  Registration  Statement  underwritten  by
                              Dirks & Company.  If the  Company  does not redeem
                              the one hundred  (100) shares of  Preferred  Stock
                              acquired by Governors Road pursuant to the Binding
                              Bridge  Financing Term Sheet for any reason,  then
                              the  amended  conversion  features  set  forth  in
                              revised Section 5(b)(ii) above shall apply.

                    (d)       All of the terms and  provisions  of the  original
                              Certificate of Designations,  Rights,  Preferences
                              and  Limitations  shall  remain in full  force and
                              effect.

         Signed and attested on May ____, 2001.

                              eAUTOCLAIMS.COM, INC.

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

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

STATE OF          FLORIDA  )
                           )  SS
COUNTY OF         PINELLAS )

         On this ___ day of May, 2001, before me personally appeared and who are
personally  known to me Eric  Seidel,  the  President  and Susan L.  Abels,  the
Assistant Secretary of eAUTOCLAIMS.COM, INC., a Nevada corporation, on behalf of
said corporation.



                                                              Notary Public
My Commission Expires:

                                       2