eAUTOCLAIMS.COM
                    AGREEMENT WITH CERTAIN SECURITIES HOLDERS


         This Agreement With Certain  Securities  Holders (this  "Agreement") is
made  effective  as of May  31,  2000  (the  "Effective  Date"),  by  and  among
eAutoclaims.com,  Inc. (the "Company"), CALP II Limited Partnership (CALP), Fetu
Holdings  Ltd.  ("Fetu"),   TK  Holdings  Ltd.  ("TKH"),  VC  Advantage  Limited
Partnership ("VC  Advantage"),  VMH  International  Ltd.  ("VMH"),  Gregg Badger
("Badger")  and Thomson  Kernaghan & Co.  Limited  ("TK").  CALP,  Fetu,  TKH VC
Advantage  VMH,  Badger and TK are  referred to  individually  as a  "Securities
Holder" and collectively as the "Securities Holders."

                                    Recitals

         This  Agreement  is made  with  reference  to the  following  facts and
circumstances:

         (a) Each of the Securities  Holders owns shares of the Company's common
         stock, par value $.001 per share ("Common Stock").

         (b) Certain of the Securities Holders also own securities issued by the
         Company ("Other  Securities") that are convertible into, or exercisable
         or exchangeable for, shares of Common Stock.

         (c) On May 31, 2000, as the result of a merger, the Common Stock became
         registered under Section 12 of the Securities  Exchange Act of 1934, as
         amended (the "Exchange Act").

         (f) Two  executive  officers of TK (including  its  Chairman)  also are
         executive  officers of the general  partner of VC Advantage and, and of
         VMH, which is the general  partner of CALP. An executive  officer of TK
         my be deemed to have a  beneficial  interest in Fetu,  and Badger is an
         officer and Director of TK. Accordingly,  the Securities Holders may be
         considered a group which  beneficially owns all of the shares of Common
         Stock beneficially owned by any of them.

         (g) At the  time  that  the  Company  issued  Common  Stock  and  Other
         Securities to the  Securities  Holders,  the Company and the Securities
         Holders  intended and agreed that each Securities  Holder was acquiring
         those securities as a passive  investment only, and that the Securities
         Holders,  individually  and  collectively,  were  not  acquiring  those
         securities  for the  purpose  or with the intent of having the power to
         control  the  Company,  as the term  "control"  is  defined  under  the
         Securities  Act of 1933,  as amended (the  "Securities  Act"),  and the
         rules and regulations (collectively, the "Rules") of the Securities and
         Exchange  Commission (the "SEC"),  or to obtain Company  information by
         reason of their ownership of those securities. Accordingly, the Company
         and the Securities  Holders agreed that none of the Securities  Holders
         would have the ability to acquire an amount of Common Stock pursuant to
         Other Securities that would cause the Securities Holders, considered as
         a group,  to be deemed to  beneficially  own (as  defined in Rule 13d-3
         under the Exchange  Act) 9.99% or more of the Common Stock  outstanding
         from time to time.

<PAGE>

         In order to further evidence and document their purposes and intent set
forth in the foregoing recitals, the parties have agreed as follows:

1.  Restrictions on Right and Power to Acquire Common Stock.

         1.1. Any provision in any of the Other Securities or any other document
to the contrary  notwithstanding,  no Securities  Holder shall have the right or
power,  directly or indirectly,  either alone or in concert with others,  to (i)
convert any of the Other  Securities  into  Common  Stock,  or (ii)  exercise or
exchange any of the Other  Securities  for Common Stock,  or (iii)  exercise any
other right or power to acquire Common Stock, and any attempt to exercise any of
the  foregoing  rights or powers shall be null and void,  if, after having given
effect  to the  exercise  of  that  right  or  power,  the  Securities  Holders,
considered  as a group,  shall be or shall be  deemed  to  beneficially  own (as
defined  in Rule  13d-3  under the  Exchange  Act)  more than  9.99% of the then
outstanding Common Stock.

         1.2. To the extent the limitation contained in Section 1.1 applies, the
determination   of  whether  any  of  the  Other   Securities  are  convertible,
exercisable or exchangeable for Common Stock, respectively (in relation to other
securities  owned  by a  Securities  Holder),  and  of  which  portion  of  such
securities are convertible,  exercisable or exchangeable for Common Stock, shall
be in the sole  discretion of the  Securities  Holder,  and the  submission of a
notice or request to  convert,  exercise or exchange  any Other  Securities  for
Common Stock shall be deemed to be such  Securities  Holder's  determination  of
whether such  securities are  convertible  or exercisable  (in relation to other
securities owned by a Securities Holder) and of which portion of such securities
are  convertible  or  exercisable,  in  each  case  subject  to  such  aggregate
percentage  limitation,  and the Company  shall have no  obligation to verify or
confirm the accuracy of such  determination.  Nothing  contained herein shall be
deemed to restrict the right of the Securities  Holders to convert,  exercise or
exchange any Other  Securities for Common Stock at such time as such conversion,
exercise or exchange will not violate the provisions of Section 1.1.

2.  Governing  Law.  This  Agreement  shall be  governed by and  interpreted  in
accordance  with the laws of the  State of  Florida,  without  reference  to its
principles of conflicts of laws.

3. Amendments. Any amendments to this Agreement must be made in writing and duly
executed by an authorized representative of each of the parties.

4. Counterparts.  This Agreement may be executed in counterparts,  each of which
shall be deemed an original,  and all such counterparts shall constitute but one
instrument.


<PAGE>


         Each party has caused this  Agreement to be duly executed on its behalf
as of the date first written above.


eAutoclaims.com, Inc.                       CALP II Limited Partnership
                                            VMH Investment Management Ltd., its
                                            General Partner

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By: Eric W.J. Seidel, President


Fetu Holdings Ltd.                          VC Advantage Limited Partnership
                                            By VC Advantage Limited, General
                                            Partner

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By                                          By

VMH International Ltd.

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By                                                  Greg Badger




Thomson Kernaghan & Co. Limited


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By