No. 001
Amount: $350,000

                 eAUTOCLAIMS.COM, INC. CONVERTIBLE DEBENTURE DUE
                         on or before September 30, 2001

     THIS  DEBENTURE  is  one  of a  duly  authorized  issue  of  Debentures  of
eAutoclaims.com,  Inc., a Nevada corporation (the "Company"),  designated as its
Convertible Debentures,  due on or September 30, 2001 (the "Debentures"),  in an
aggregate principal amount of up to $1,000,000.

     FOR VALUE  RECEIVED,  the Company  promises to pay to Christopher  Korge or
registered  assigns (the  "Holder"),  the  principal  sum of Three Hundred Fifty
Thousand Dollars ($350,000),  on the earlier of (i) the closing of the Company's
public offering  underwritten  by Dirks & Company,  Inc. under Form SB-2 or (ii)
September  30, 2001 (the  "Maturity  Date") and to pay interest to the Holder on
the principal sum, at the Libor rate plus 3% per annum,  payable on the Maturity
Date.  Interest  shall accrue daily  commencing  on the Original  Issue Date (as
defined in Section 4) until payment in full of the principal sum,  together with
all accrued and unpaid  interest,  has been made or duly provided for.  Interest
shall be  calculated  on the basis of a 360-day  year.  All  accrued  and unpaid
interest  shall bear  interest at Libor rate plus 3% per annum from the Maturity
Date,  through  and  including  the date of  payment.  Interest  due and payable
hereunder shall be paid to the person in whose name this Debenture is registered
on the  records of the  Company  regarding  registration  and  transfers  of the
Debentures  (the  "Debenture  Register").  The  principal  of this  Debenture is
payable in shares of common  stock of the Company at the time of  conversion  of
part or all of the Debenture in accordance with Section 3 hereof, at the address
of the Holder last appearing on the Debenture Register, and if there is an Event
of  Default or  Redemption  pursuant  to the terms  hereof,  accrued  and unpaid
interest  shall  become due and  payable as  provided  herein.  Interest on this
Debenture  may be paid in shares of common  stock of the Company or in cash,  at
the time of  conversion,  at the  option of the  Holder.  The  right to  receive
principal and interest under this Debenture shall be  transferable  only through
an appropriate entry in the Debenture Register as provided herein.

     This Debenture is subject to the following additional provisions:

     Section 1. The  Debentures  are issuable in  denominations  of One Thousand
Dollars  ($1,000.00) and integral multiples of One Thousand Dollars  ($1,000.00)
in excess  thereof.  The  Debentures  are  exchangeable  for an equal  aggregate
principal  amount  of  Debentures  of  different  authorized  denominations,  as
requested  by the  Holder  surrendering  the same but shall not be  issuable  in
denominations  of  less  than  integral   multiplies  of  One  Thousand  Dollars
($1,000.00). No service charge will be made for such registration of transfer or
exchange.

<PAGE>

     Section 2. Events of Default and Remedies.

     I. "Event of Default", wherever used herein, means any one of the following
events  (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order,  rule or regulation of any  administrative  or governmental
body):

               (a) any default in the payment of the principal of or interest on
          this  Debenture  as and when the same  shall  become  due and  payable
          either at the Maturity Date, by acceleration or otherwise;

               (b) the  Company  shall  fail to  observe  or  perform  any other
          covenant,  agreement or warranty contained in, or otherwise commit any
          breach of, this  Debenture,  and such failure or breach shall not have
          been  remedied  within 30 days after the date on which  notice of such
          failure or breach shall have been given;

               (c) the  Company  or any of its  subsidiaries  shall  commence  a
          voluntary  case  under the  United  States  Bankruptcy  Code as now or
          hereafter in effect or any successor thereto (the "Bankruptcy  Code");
          or an  involuntary  case is  commenced  against the Company  under the
          Bankruptcy Code and the petition is not  controverted  within 30 days,
          or is not dismissed within 60 days, after commencement of the case; or
          a "custodian" (as defined in the Bankruptcy Code) is appointed for, or
          takes  charge of, all or any  substantial  part of the property of the
          Company  or the  Company  commences  any  other  proceeding  under any
          reorganization,  arrangement,  adjustment of debt,  relief of debtors,
          dissolution,   insolvency  or   liquidation  or  similar  law  of  any
          jurisdiction  whether  now or  hereafter  in  effect  relating  to the
          Company or there is commenced  against the Company any such proceeding
          which remains  undismissed  for a period of 60 days; or the Company is
          adjudicated  insolvent  or  bankrupt;  or any order of relief or other
          order approving any such case or proceeding is entered; or the Company
          suffers any  appointment  of any  custodian  or the like for it or any
          substantial  part of its  property  which  continues  undischarged  or
          unstayed  for a period  of 60 days;  or the  Company  makes a  general
          assignment for the benefit of creditors;  or the Company shall fail to
          pay,  or shall  state that it is unable to pay,  or shall be unable to
          pay, its debts generally as they become due; or the Company shall call
          a meeting of its creditors  with a view to arranging a composition  or
          adjustment of its debts; or the Company shall by any act or failure to
          act indicate its consent to, approval of or acquiescence in any of the
          foregoing;  or any  corporate  or other action is taken by the Company
          for the purpose of effecting any of the foregoing;

               (d) the Company shall default in any of its obligations under any
          mortgage,  indenture or instrument under which there may be issued, or
          by which there may be secured or evidenced,  any  indebtedness  of the
          Company  in  an  amount   exceeding  One  Hundred   Thousand   Dollars
          ($100,000.00), whether such indebtedness now exists or shall hereafter
          be created and such default shall result in such indebtedness becoming
          or being  declared due and payable prior to the date on which it would
          otherwise become due and payable;

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<PAGE>


               (e) the  Company  shall  have its  Common  Stock (as  defined  in
          Section  6)  delisted  from the  OTCBB or  other  national  securities
          exchange or market on which such Common Stock is listed for trading or
          suspended  from trading  thereon,  and shall not have its Common Stock
          relisted or have such  suspension  lifted,  as the case may be, within
          five days;

               (f)  the  Company  shall  fail to  deliver  to the  Holder  share
          certificates   representing  the  Common  Shares  to  be  issued  upon
          conversion of the Debentures within 20 calendar days of the Conversion
          Date;

               (g) the Company shall issue a Press  Release,  or otherwise  make
          publicly  known,  that it was not honoring  properly  executed  Holder
          Conversion Notices for any reason whatsoever.

     II. (a) If any Event of Default occurs and is continuing, and in every such
case,  then so long as such Event of Default shall then be continuing the Holder
may, by notice to the  Company,  accelerate  all of the  payments due under this
Debenture by declaring all amounts of this Debenture,  to be, whereupon the same
shall become,  immediately due and payable without presentment,  demand, protest
or  other  notice  of any  kind,  all  of  which  are  waived  by  the  Company,
notwithstanding  anything herein  contained to the contrary,  and the Holder may
immediately  and without  expiration of any grace period  enforce any and all of
its rights and remedies  hereunder and all other remedies  available to it under
applicable law. Such  declaration may be rescinded and annulled by Holder at any
time prior to payment  hereunder.  No such  rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.

     (b) Holder may  thereupon  proceed to protect and enforce its rights either
by suit in  equity,  or by action at law,  or by other  appropriate  proceedings
whether for the  specific  performance  (to the extent  permitted by law) of any
covenant or agreement  contained in this  Debenture or in aid of the exercise of
any power granted in this  Debenture,  and proceed to enforce the payment of any
of the Note held by it, and to enforce  any other  legal or  equitable  right of
such holder.

     (c) Except or  expressly  provided  for herein,  the  Company  specifically
waives all rights it may have (i) to notice of nonpayment,  demand, presentment,
protest and notice of protest with respect to any of the  obligations  hereunder
or the shares;  (ii) notice of acceptance hereof or of any other action taken in
reliance  hereon,  notice and  opportunity  to be heard  before the  exercise by
Holder of the remedies of self-help,  set-off,  or other summary  procedures and
all other demands and notices of any description; and (iii) releases Holder, its
officers,  directors,  agents, employees and attorneys from all claims for loss,
damage caused by any act or failure to act on the part of Holder,  its officers,
attorneys, agents and employees.

     Section 3. Conversion

     (a) This Debenture shall be convertible  into shares of Common Stock at the
Conversion Ratio (as defined in Section 3(c)(i)), at the option of the Holder in

                                       3
<PAGE>

whole or in part,  at any time,  commencing  on the  Original  Issue  Date.  Any
conversion under this Section 3(a) shall be of a minimum principal amount of Ten
Thousand Dollars  ($10,000) of Debentures and the interest due on such amount as
of the Holder  Conversion  Date (as  defined  below).  The Holder  shall  effect
conversions by  surrendering  the  Debentures  (or such portions  thereof) to be
converted to the Company,  together with the form of conversion  notice attached
hereto as Exhibit A (the "Holder Conversion  Notice") in the manner set forth in
Section 3(j). Each Holder  Conversion  Notice shall specify the principal amount
of Debentures and related  interest to be converted,  and the date on which such
conversion is to be effected (the "Holder Conversion Date").  Subject to Section
3, each Holder  Conversion  Notice,  once given,  shall be  irrevocable.  If the
Holder is converting  less than all of the principal  amount  represented by the
Debenture(s)  tendered  with the Holder  Conversion  Notice,  the Company  shall
promptly  deliver to the Holder a new Debenture for such principal amount as has
not been converted.

     The Company  has the option of  redeeming  up to one-half of the  principal
amount of this Debenture for cash prior to or at the Maturity  Date.  Debentures
that have not been  redeemed  for cash  prior to or at the  Maturity  Date shall
mandatorily  convert into shares of the  Company's  common stock at the Maturity
Date at the Conversion Ratio and Conversion Price defined below.

     (b) Not later than ten Trading Days after the Conversion  Date, the Company
will deliver to the Holder (i) a certificate or  certificates  representing  the
number  of  shares  of  Common  Stock  being  acquired  upon the  conversion  of
Debentures and (ii) Debentures in principal amount equal to the principal amount
of Debentures  not  converted;  provided,  however that the Company shall not be
obligated to issue  certificates  evidencing the shares of Common Stock issuable
upon conversion of any  Debentures,  until  Debentures are either  delivered for
conversion  to the Company or any transfer  agent for the  Debentures  or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen or destroyed and provides a bond (or other adequate  security  reasonably
acceptable to the Company)  satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection  therewith.  The Company shall,  upon
request  of the  Holder,  use its best  efforts to deliver  any  certificate  or
certificates required to be delivered by the Company under this Section 3(b). In
the  case of a  conversion  pursuant  to a  Holder  Conversion  Notice,  if such
certificate  or  certificates  are not delivered by the date required under this
Section 3(b),  the Holder shall be entitled by written  notice to the Company at
any  time  on  or  before  its  receipt  of  such  certificate  or  certificates
thereafter,  to  rescind  such  conversion,  in which  event the  Company  shall
immediately return the Debentures tendered for conversion.

     In the event the average  closing  bid price for the five (5) Trading  Days
immediately  preceding the  Conversion  Date of the common stock is less than or
equal to $.75,  the Company  shall notify the Holder within one (1) Business Day
of receipt of the Notice of  Conversion,  if the  Company  intends to redeem the
unconverted  amount  of the  Debenture.  If  the  Company  opts  to  redeem  the
unconverted amount of the Debenture,  the Company shall make full payment of the
redemption  amount as set forth in Section 3(b) hereof  within five (5) Business
Days of notifying the Holder of the  Redemption.  If the Company fails to pay to
the Holder  the  redemption  amount  within  five (5)  Business  Days,  then the
Conversion shall proceed without delay as the Conversion Date.

                                       4
<PAGE>


     (c) (i) The Conversion Price for each Debenture in effect on any Conversion
Date shall be $.63 (the "Conversion Price").

     (ii) If the Company, at any time while any Debentures are outstanding,  (a)
shall pay a stock dividend or otherwise make a distribution or  distributions on
shares of its Junior Securities  payable in shares of its capital stock (whether
payable in shares of its Common  Stock or of capital  stock of any  class),  (b)
subdivide outstanding shares of Common Stock into a larger number of shares, (c)
combine  outstanding  shares of Common Stock into a smaller number of shares, or
(d) issue by  reclassification  of shares of Common  Stock any shares of capital
stock of the Company,  the Adjusted  Conversion  Price shall be  multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock of
the Company  outstanding before such event and of which the denominator shall be
the  number  of shares  of  Common  Stock  outstanding  after  such  event.  Any
adjustment  made  pursuant  to this  Section  3(c)(ii)  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

     (iii) If the Company,  at any time while any  Debentures  are  outstanding,
shall issue rights or warrants to all holders of Common Stock  entitling them to
subscribe for or purchase  shares of Common Stock at a price per share less than
the Per Share Market Value of Common Stock at the record date  mentioned  below,
the Adjusted  Conversion  Price at the record date designated in Section 3(c)(i)
shall be multiplied by a fraction,  of which the denominator shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding on the
date of issuance of such rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the numerator
shall be the number of shares of Common Stock  (excluding  treasury  shares,  if
any)  outstanding  on the date of issuance  of such rights or warrants  plus the
number  of shares  which the  aggregate  offering  price of the total  number of
shares so offered would purchase at such Per Share Market Value. Such adjustment
shall be made  whenever  such rights or warrants  are issued,  and shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive  such rights or  warrants.  However,  upon the
expiration  of any right or warrant to  purchase  Common  Stock the  issuance of
which resulted in an adjustment in the Adjusted  Conversion  Price designated in
Section 3(c)(i) pursuant to this Section 3(c)(iii), if any such right or warrant
shall expire and shall not have been exercised,  the Adjusted  Conversion  Price
designated  in  Section  3(c)(i)  shall  immediately  upon  such  expiration  be
recomputed and effective  immediately  upon such  expiration be increased to the
price  which it would have been (but  reflecting  any other  adjustments  in the
Adjusted  Conversion  Price made  pursuant to the  provisions  of this Section 3

                                       5
<PAGE>

after  the  issuance  of such  rights or  warrants)  had the  adjustment  of the
Adjusted Conversion Price made upon the issuance of such rights or warrants been
made on the basis of offering for  subscription  or purchase only that number of
shares of Common Stock  actually  purchased  upon the exercise of such rights or
warrants actually exercised.

     (iv) If the Company,  at any time while Debentures are  outstanding,  shall
distribute  to all  holders of Common  Stock (and not to holders of  Debentures)
evidences of its  indebtedness  or assets or rights or warrants to subscribe for
or purchase  any  security  (excluding  those  referred to in Section  3(c)(iii)
above)  then in each  such  case the  Adjusted  Conversion  Price at which  each
Debenture shall thereafter be convertible shall be determined by multiplying the
Adjusted  Conversion Price in effect  immediately prior to the record date fixed
for  determination  of stockholders  entitled to receive such  distribution by a
fraction of which the denominator  shall be the Per Share Market Value of Common
Stock  determined  as of the  record  date  mentioned  above,  and of which  the
numerator  shall be such Per  Share  Market  Value of the  Common  Stock on such
record date less the then fair  market  value at such record date of the portion
of such assets or evidence of  indebtedness  so  distributed  applicable  to one
outstanding  share of Common  Stock as  determined  by the Board of Directors in
good faith; provided,  however that in the event of a distribution exceeding ten
percent (10%) of the net assets of the Company,  such fair market value shall be
determined by a nationally  recognized or major regional investment banking firm
or firm of  independent  certified  public  accountants  of recognized  standing
(which may be the firm that regularly  examines the financial  statements of the
Company) (an "Appraiser") selected in good faith by the holders of a majority of
the principal amount of the Debentures then outstanding;  and provided,  further
that the Company,  after receipt of the  determination  by such Appraiser  shall
have the right to select an additional Appraiser,  in which case the fair market
value  shall  be  equal  to the  average  of the  determinations  by  each  such
Appraiser.  In either case the  adjustments  shall be  described  in a statement
provided  to the Holder and all other  holders of  Debentures  of the portion of
assets or evidences of indebtedness so distributed or such  subscription  rights
applicable to one share of Common Stock.  Such adjustment shall be made whenever
any such  distribution is made and shall become effective  immediately after the
record date mentioned above.

     (v) All calculations under this Section 3 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (vi) In the event the Adjusted Conversion Price is not adjusted pursuant to
Section  3(c)(ii),  (iii),  (iv), or (v), the Company shall promptly  redeem the
Debentures  at 125% of the par value of the  Debentures  and pay such amount and
all accrued interest and dividends to the Holder.

     (vii)  Whenever  the  Adjusted  Conversion  Price is  adjusted  pursuant to
Section  3(c)(ii),(iii),  (iv) or (v), or redeemed pursuant to Section 3(c)(vi),
the  Company  shall  promptly  mail to the Holder  and to each  other  holder of
Debentures,  a notice  setting  forth the Adjusted  Conversion  Price after such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.

                                       6
<PAGE>


     (viii)  In  case  of  any   reclassification   of  the  Common  Stock,  any
consolidation or merger of the Company with or into another person,  the sale or
transfer  of  all or  substantially  all of the  assets  of the  Company  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or  property,  then  each  holder  of  Debentures  then
outstanding shall have the right thereafter to convert such Debentures only into
the shares of stock and other securities and property  receivable upon or deemed
to  be  held  by  holders  of  Common  Stock  following  such  reclassification,
consolidation, merger, sale, transfer or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property as the
shares of the Common Stock into which such Debentures  could have been converted
immediately  prior  to  such  reclassification,   consolidation,  merger,  sale,
transfer  or share  exchange  would  have been  entitled.  The terms of any such
consolidation, merger, sale, transfer or share exchange shall include such terms
so as to continue to give to the Holder the right to receive the  securities  or
property set forth in this Section 3(c)(viii) upon any conversion following such
consolidation,  merger,  sale, transfer or share exchange.  This provision shall
similarly apply to successive reclassifications, consolidations, mergers, sales,
transfers or share exchanges.

          (ix) If:

          (A)  the Company shall declare a dividend (or any other  distribution)
               on its Common Stock; or

          (B)  the Company shall declare a special nonrecurring cash dividend on
               or a redemption of its Common Stock; or

          (C)  the Company  shall  authorize  the granting to all holders of the
               Common Stock rights or warrants to subscribe  for or purchase any
               shares of capital stock of any class or of any rights; or

          (D)  the approval of any stockholders of the Company shall be required
               in connection  with any  reclassification  of the Common Stock of
               the  Company  (other than a  subdivision  or  combination  of the
               outstanding  shares of Common Stock), any consolidation or merger
               to which the  Company is a party,  any sale or transfer of all or
               substantially all of the assets of the Company, or any compulsory
               share  exchange  whereby the Common Stock is converted into other
               securities, cash or property; or

          (E)  the  Company  shall   authorize  the  voluntary  or   involuntary
               dissolution,  liquidation  or  winding-up  of the  affairs of the
               Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of  conversion  of  Debentures,  and shall cause to be mailed to the
Holder and each other holder of Debentures  at their last  addresses as it shall
appear  upon the  Debenture  Register,  at least 30  calendar  days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)

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<PAGE>

the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the  holders of Common  Stock of record to be  entitled  to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined,  or (y) the  date on  which  such  reclassification,  consolidation,
merger, sale, transfer, share exchange,  dissolution,  liquidation or winding-up
is expected to become  effective,  and the date as of which it is expected  that
holders of Common Stock of record shall be entitled to exchange  their shares of
Common  Stock  for   securities  or  other   property   deliverable   upon  such
reclassification,   consolidation,   merger,  sale,  transfer,  share  exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.
     (x) Nothing in this  agreement  shall  preclude  the Company  from  issuing
employee/director/officer stock options, and any such issuance shall not cause a
recalculation of the Conversion Price.

     (d) If at any time conditions  shall arise by reason of action taken by the
Company  which in the  opinion  of the  Board of  Directors  are not  adequately
covered by the other provisions  hereof and which might materially and adversely
affect the rights of the Holder and all other holders of  Debentures  (different
than or  distinguished  from the  effect  generally  on rights of holders of any
class of the Company's  capital stock) or if at any time any such conditions are
expected  to arise by reason of any  action  contemplated  by the  Company,  the
Company  shall,  at least 30 calendar days prior to the  effective  date of such
action,  mail a written notice to each holder of Debentures  briefly  describing
the action  contemplated  and the material adverse effects of such action on the
rights of such holders and an  Appraiser  selected by the holders of majority in
principal amount of the outstanding  Debentures shall give its opinion as to the
adjustment,  if any (not  inconsistent  with the standards  established  in this
Section 3), of the Conversion Price (including,  if necessary, any adjustment as
to the securities into which  Debentures may thereafter be convertible)  and any
distribution  which is or would be  required to preserve  without  diluting  the
rights of the holders of Debentures;  provided, however, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an  additional  Appraiser,  in which case the  adjustment  shall be equal to the
average of the  adjustments  recommended  by each such  Appraiser.  The Board of
Directors  shall make the adjustment  recommended  forthwith upon the receipt of
such opinion or opinions or the taking of any such action  contemplated,  as the
case may be; provided,  however, that no such adjustment of the Conversion Price
shall be made which in the  opinion  of the  Appraiser(s)  giving the  aforesaid
opinion or opinions would result in an increase of the Conversion  Price to more
than the Conversion Price then in effect.

     (e) The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its authorized and unissued Common Stock solely for the purpose
of  issuance  upon  conversion  of  Debentures  as  herein  provided,  free from
preemptive  rights or any other  actual  contingent  purchase  rights of persons
other than the holders of  Debentures,  such number of shares of Common Stock as
shall be issuable  (taking  into account the  adjustments  and  restrictions  of
Section  3(b) and Section  3(c) hereof)  upon the  conversion  of the  aggregate
principal amount of all outstanding  Debentures.  The Company covenants that all
shares of Common Stock that shall be so issuable shall,  upon issue, be duly and
validly authorized, issued and fully paid and nonassessable.


                                       8
<PAGE>


     (f)  No  fractional  shares  of  Common  Stock  shall  be  issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing Holder an additional full share of Common Stock.

     (g) The issuance of  certificates  for shares of Common Stock on conversion
of  Debentures  shall be made without  charge to the Holder for any  documentary
stamp or similar  taxes that may be payable in respect of the issue or  delivery
of such certificate,  provided that the Company shall not be required to pay any
tax that may be payable in respect of any transfer  involved in the issuance and
delivery of any such  certificate  upon  conversion in a name other than that of
the Holder  and the  Company  shall not be  required  to issue or  deliver  such
certificates  unless or until the  person or  persons  requesting  the  issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

     (h) Debentures converted into Common Stock shall be canceled.

     (i) On the Maturity Date, the Debentures and all interest due thereon shall
convert  automatically  into shares of Common Stock at the Conversion  Price set
forth in Section  3(c)(i),  unless Holder  notifies the Company he desires to be
repaid in cash.

     (j) Each Holder  Conversion Notice shall be given by facsimile and by mail,
postage  prepaid,  addressed to the  Treasurer  of the Company at the  facsimile
telephone  number and address of the principal place of business of the Company.
Each Company  Conversion Notice shall be given by facsimile and by mail, postage
prepaid,  addressed  to each holder of  Debentures  at the  facsimile  telephone
number  and  address of such  holder  appearing  on the books of the  Company or
provided  to the  Company  by such  holder  for  the  purpose  of  such  Company
Conversion  Notice, or if no such facsimile  telephone number or address appears
or is so  provided,  at  the  principal  place  of  business  of the  holder.  A
Conversion Notice must be sent via facsimile no later than 3:00 pm on the Holder
Conversion  Date.  Any such notice shall be deemed given and effective  upon the
earliest to occur of (i) receipt of such  facsimile at the  facsimile  telephone
number  specified  in this  Section  3(j),  (ii) five days after  deposit in the
United  States  mails or (iii)  upon  actual  receipt  by the party to whom such
notice is required to be given.

     Section 4. Definitions.  For the purposes hereof, the following terms shall
have the following meanings:

     "Adjusted Conversion Price" means the Conversion Price one day prior to the
record  date set for the  determination  of  stockholders  entitled  to received
dividends,  distributions,  rights,  and  warrants  as  provided  for in Section
3(c)(ii), (iii) and (iv).

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<PAGE>

     "Business Day" means any day of the year on which  commercial banks are not
required or are authorized to be closed in New York City.

     "Common  Stock" means shares now or  hereafter  authorized  of the class of
Common Stock,  $0.01 par value, of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

     "Conversion Date" means the date on which a Conversion Notice is dated.

     "Conversion  Price"  has the  meaning  giving in  Section  3(c)(i)  of this
Debenture.

     "Conversion  Ratio" means, at any time, a fraction,  of which the numerator
is the principal  amount  represented  by any Debenture  plus accrued but unpaid
interest, and of which the denominator is the Conversion Price at such time.

     "Junior  Securities" means the Common Stock, all other equity securities of
the Company and all other debt that is subordinated to the Debtors by its terms.

     "Original  Issue  Date"  shall mean the date of the first  issuance of this
Debenture regardless of the number of subsequent transfers hereof.

     "Per Share Market Value" means on any  particular  date (a) the closing bid
price  per  share  of the  Common  Stock  on such  date on the  Over-The-Counter
Bulletin  Board  ("OTCBB") or other stock exchange on which the Common Stock has
been  listed or if there is no such price on such date,  then the last bid price
on such exchange on the date nearest  preceding  such date, or (b) if the Common
Stock is not listed on OTCBB or any stock exchange,  the closing bid price for a
share of Common Stock in the over-the-counter market, as reported by the NASD at
the close of business on such date,  or (c) if the Common Stock is not quoted by
the  NASD,   the  closing  bid  price  for  a  share  of  Common  Stock  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting  prices),  or (d) if the Common Stock is no longer publicly traded the
fair market value of a share of Common Stock as  determined  by an Appraiser (as
defined in Section  3(c)(iv)  above)  selected in good faith by the holders of a
majority of principal amount of outstanding Debentures;  provided, however, that
the Company,  after receipt of the  determination by such Appraiser,  shall have
the right to select an  additional  Appraiser,  in which  case,  the fair market
value  shall  be  equal  to the  average  of the  determinations  by  each  such
Appraiser.

     "Person" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

     "Trading  Day" means (a) a day on which the  Common  Stock is traded on the
OTCBB or principal stock exchange on which the Common Stock has been listed,  or
(b) if the Common Stock is not listed on the OTCBB or any stock exchange,  a day
on which the Common Stock is traded in the over-the-counter  market, as reported
by the NASD,  or (c) if the  Common  Stock is not  quoted on the NASD,  a day on

                                       10
<PAGE>

which the Common Stock is quoted in the  over-the-counter  market as reported by
the National  Quotation  Bureau  Incorporated  (or any similar  organization  or
agency succeeding its functions of reporting prices).

     Section 5.  Except as  expressly  provided  herein,  no  provision  of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the principal of, and interest on, this Debenture at
the time, place, and rate, and in the coin or currency, herein prescribed.  This
Debenture is a direct obligation of the Company. This Debenture ranks pari passu
with all other  Debentures  now or  hereafter  issued  under the terms set forth
herein.  The  Company may not prepay any  portion of the  outstanding  principal
amount on the Debentures.

     Section 6. This Debenture shall not entitle the Holder to any of the rights
of a stockholder  of the Company,  including  without  limitation,  the right to
vote, to receive dividends and other distributions, or to receive any notice of,
or to attend,  meetings of stockholders or any other proceedings of the Company,
unless and to the extent  converted  into shares of Common  Stock in  accordance
with the terms hereof.

     Section 7. If this Debenture shall be mutilated, lost, stolen or destroyed,
the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated  Debenture,  or in lieu of or in substitution  for a
lost, stolen or destroyed debenture, a new Debenture for the principal amount of
this Debenture so mutilated,  lost, stolen or destroyed but only upon receipt of
evidence  of such  loss,  theft or  destruction  of such  Debenture,  and of the
ownership hereof, and indemnity,  if requested,  all reasonably  satisfactory to
the Company.

     Section 8. This Debenture  shall be governed by and construed in accordance
with the laws of the State of Florida,  without  giving  effect to  conflicts of
laws thereof.

     Section 9. All notices or other  communications  hereunder  shall be given,
and shall be deemed duly given and received,  if given,  in the manner set forth
in Section 3(j).

     Section  10.  Any  waiver  by the  Company  or the  Holder a breach  of any
provision of this Debenture  shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this  Debenture.  The failure of the Company or the Holder to insist upon strict
adherence to any term of this  Debenture on one or more  occasions  shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict  adherence to that term or any other term of this  Debenture.  Any waiver
must be in writing.

     Section 11. If any  provision  of this  Debenture  is  invalid,  illegal or
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.


                                       11
<PAGE>


     Section 12. Whenever any payment or other obligation hereunder shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding Business Day.

     Section 13. If the Company files a registration statement on
Form S-1, Form SB-2 or Form S-3, or such other form of registration statement in
which the underlying shares may be included,  then the Company will,  subject to
any  limitations  contained in any other  agreement to which the Company is then
bound,  include in such  registration  statement the underlying  shares issuable
upon  conversion of any then  outstanding  Debentures so as to permit the public
resale  thereof.  All costs and expenses of  registration  shall be borne by the
Company.  These covenants exclude the Form SB-2 registration  statement proposed
to be underwritten by Dirks & Company, Inc.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed  by an officer  thereunto  duly  authorized  as of the date first above
indicated.

                                            eAUTOCLAIMS.COM, INC.


Attest: ________________________            __________________________________
                                            Name:    Eric Seidel
                                            Title:   President

                                       12
<PAGE>

                                    EXHIBIT A



                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert the above Debenture No. 001
into shares of Common Stock, par value $0.001 per share (the "Common Stock"), of
eAutoclaims.com,  Inc. (the "Company") according to the conditions hereof, as of
the date written below. If shares are to be issued in the name of a person other
than  undersigned,  the  undersigned  will pay all transfer  taxes  payable with
respect  thereto and is delivering  herewith such  certificates  and opinions as
reasonably requested by the Company in accordance therewith.



Conversion calculations:

                    Date to Effect Conversion




                    Principal Amount of Debentures to be Converted



                    Interest to be Converted




                    Applicable Conversion Price (to the nearest hundredth)




                    Signature



                    Name



                    Address

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