REGISTRATION RIGHTS AGREEMENT

         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered into as of June 27, 2000, by and among  eAutoclaims.com  Corporation,  a
Nevada  corporation  (the  "Company"),  Thomson  Kernaghan  & Co.  Limited  (the
"Agent"),  and the Purchasers named in that certain  Securities Stock Securities
Purchase Agreement (the "Securities Securities Purchase Agreement") of even date
herewith among the parties hereto.  Capitalized terms used in this Agreement and
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Securities Purchase Agreement.

                             Preliminary Statements

         In connection with the consummation of the transactions contemplated by
the Securities  Securities Purchase Agreement,  the Company has agreed, upon the
terms and  subject  to the  conditions  of the  Securities  Securities  Purchase
Agreement, to issue and sell to the Purchasers up to 500 shares of the Company's
Series A Convertible  Preferred Stock (the "Preferred  Shares").  Each Preferred
Share  may,  at  the  option  of the  Holder,  be  converted  into  shares  (the
"Conversion  Shares")of  the Company's  common stock,  par value $.001 per share
("Common  Stock"),  as  provided  in the  Certificate  of  Designations  for the
Preferred Shares.

         The  Company  has  also  agreed,  upon the  terms  and  subject  to the
conditions of the Securities Securities Purchase  Agreement,(i) to issue to each
Purchaser  Warrants (each a "Purchasers'  Warrant") to purchase shares of Common
Stock (the "Purchasers'  Warrant Shares"),  and (ii) to issue the Agent warrants
(each an Agent's Warrant) shares of Common Stock (the "Agent's Warrant Shares")

         To induce the Purchasers to execute and deliver the Securities Purchase
Agreement,  the Company has agreed, pursuant to the terms and conditions of this
Agreement,  to provide  certain  registration  rights with respect to the Common
Shares, the Conversion Shares and the Warrant Shares.

                                    Agreement

         In consideration of the foregoing,  the mutual covenants and conditions
set forth in this Agreement and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to become legally bound, hereby agree as follows:

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
respective meanings:

         "Agent" shall mean Thomson Kernaghan & Co. Limited.

         "Agent's  Warrant" shall have the meaning  ascribed to such term in the
Preliminary Statements to this Agreement.

         "Agent's  Warrant Shares" shall have the meaning  ascribed to such term
in the Preliminary Statements to this Agreement.

         "Agreement"  shall mean this Registration  Rights  Agreement,  made and
entered into as of June 27, 2000, by and between the Company and the Purchasers.

         "Closing Date" shall mean July __, 2000.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         "Common  Stock"  shall have the  meaning  ascribed  to such term in the
Preliminary Statements to this Agreement.

         "Company" shall mean eAutoclaims.com, Inc., a Nevada corporation.

         "Conversion Shares" shall have the meaning ascribed to such term in the
Preliminary Statements to this Agreement.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as in effect from time to time.

         "Filing  Deadline"  shall  have the  meaning  ascribed  to such term in
Section 2.1 of this Agreement.

         "Holder" or "Holders" shall mean (a) each Purchaser, to the extent that
the Purchaser holds  Registrable  Securities,  (b) the Agent, to the extent that
the Agent holds Registrable  Securities,  and (c) any Person holding Registrable
Securities as a transferee of a Purchaser or the Agent  (directly or indirectly,
including subsequent transfers).


<PAGE>

         "Preferred  Shares" shall have the meaning ascribed to such term in the
Preliminary Statements to this Agreement.

         "Purchasers" shall mean the Purchasers referred to in the Securities
Purchase Agreement..

         "Purchasers's  Warrant" shall have the meaning ascribed to such term in
the Preliminary Statements to this Agreement.

         "Purchasers's  Warrant Shares" shall have the meaning  ascribed to such
term in the Preliminary Statements to this Agreement.

         "Person" shall mean any  individual,  corporation,  partnership,  joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof..

         The terms "register,"  "registered" and "registration" shall refer to a
registration  effected by preparing and filing with the  Commission  one or more
registration  statements covering Registrable  Securities in compliance with the
Securities Act that is declared or ordered effective by the Commission.

         "Registrable   Securities"  shall  mean  the  Conversion   Shares,  the
Purchasers'  Warrant Shares the Agent's Warrant Shares and the Security  Shares,
and any  shares  of  capital  stock  issued  or  issuable  with  respect  to the
Securities,  the Purchasers's  Warrant Shares or the Agent's Warrant Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event;  provided,  however,  that such securities  shall cease to be Registrable
Securities  when (a) a registration  statement  with respect to such  securities
shall have been declared  effective under the Securities Act and such securities
shall have been  disposed of pursuant to the  registration  statement,  (b) such
securities  are  distributed  to the  public  pursuant  to Rule  144(k)  (or any
successor  provisions)   promulgated  under  the  Securities  Act  or  (c)  such
securities shall have ceased to be outstanding.

         "Registration Deadline" shall have the meaning ascribed to such term in
Section 2.1 of this Agreement.

         "Registration  Expenses"  shall mean all expenses  incurred in order to
comply with Article II hereof, including,  without limitation,  all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  reasonable fees and  disbursements of one (1) counsel for the Holders,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but excluding the  compensation  of regular
employees  of the Company  (which shall be paid in any event by the Company) and
excluding Selling Expenses.


<PAGE>

         "Restricted  Securities"  shall mean  Registrable  Securities  that are
"restricted securities" as defined in Rule 144 under the Securities Act.

         "Security Shares" shall mean the shares of Common Stock that constitute
the Collateral  described in the Security  Agreement between the Company and the
Agent dated as of the Effective Date.

         "Securities" shall mean the Preferred Shares and the Registrable
Securities.

         "Securities  Securities  Purchase  Agreement"  shall mean that  certain
Securities  Securities  Purchase Agreement  effective as of June 27, 2000 by and
among the  Company,  the Agent,  and the  Purchasers  executing  the  Securities
Securities Purchase Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any successor  federal statute,  and the rules and regulations of the Commission
thereunder, all as in effect from time to time.

         "Securities  Securities  Purchase  Agreement"  shall  have the  meaning
ascribed to such term in the Preliminary Statements to this Agreement.

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  incurred in connection  with the sale of  securities  pursuant to a
registration effected hereunder.

         "Warrant  Shares"  shall mean the  Purchasers'  Warrant  Shares and the
Agent's Warrant Shares.


                                   ARTICLE II
                               REGISTRATION RIGHTS

                           Section 2.1      Mandatory Registration.

                  (a) The Company  shall  prepare  and file with the  Commission
         within  forty-five  (45)  days  from  the  Closing  Date  (the  "Filing
         Deadline") a registration  statement (the "Registration  Statement") on
         Form S-3, if the Company is  eligible  to use that form,  otherwise  on
         Form SB-2 or Form S-1,  covering  (i) the  issuance  of the  Conversion
         Shares  and the  Warrant  Shares,  and  (ii) the  resale  of all of the
         Registrable  Securities.  The  Registration  Statement  shall initially
         register for resale at least 200% of the Conversion Shares,  calculated
         by assuming that the Closing Date is the  Covnersion  Date, and 100% of
         the Warrant Shares.  The Company shall use its best efforts to have the
         registration  statement declared effective by the Commission within one
         hundred and twenty (120) days after the Closing Date (the "Registration
         Deadline").  The Company  shall  permit the  registration  statement to
         become  effective  within five (5) business days after receipt of a "no
         review" notice from the Commission. The Company shall keep registration
         statement  current and effective for)\ a period of at least ninety (90)
         days after (x) all of the  Debentures  shall have been  converted  into
         Conversion  Shares or paid and (y) the Agent's  Warrant and the Agent's
         Warrant shall have been fully exercised or expired.

<PAGE>

                  (b) If the Company has not filed a Registration Statement with
         respect  to the  Registrable  Securities  by the Filing  Deadline,  the
         Company shall pay the Purchasers  liquidated  damanges per day equal to
         two  percent  (2%) per month of the  original  principal  amount of all
         issued  Debentures  plus two  percent  (2%) per month of the  aggergate
         exercise price of all issued  Purchasers'  Warrants,  and shall pay the
         the Agent  liquidated  damages per day equal to two percent (2%) of the
         aggregate  exercise price of all issued Agent's Warrants,  for each day
         after the  Filing  Deadline  until  the  Company  files a  Registration
         Statement.

                  (c)  If  a   Registration   Statement   with  respect  to  the
         Registrable   Securities   is  not  effective  on  any  day  after  the
         Registration  Deadline, the Company shall pay the Purchasers liquidated
         damanges  per day equal to two percent  (2%) per month of the  original
         principal  amount of all issued  Debentures  plus two percent  (2%) per
         month  of  the  aggergate  exercise  price  of all  issued  Purchasers'
         Warrants,  and shall pay the the Agent liquidated damages per day equal
         to two  percent  (2%) of the  aggregate  exercise  price of all  issued
         Agent's Warrants, for each day after the Registration Deadline that the
         Registration Statement is not effective.


         Section  2.2  Expenses  of  Registration.   All  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to Section 2.1 shall be borne by the Company;  and all Selling Expenses
in connection with such registration, qualification or compliance shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.

         Section 2.3 Registration Procedures.  In the case of each registration,
qualification or compliance effected by the Company pursuant to this Article II,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof. At its expense, the Company will:

                  (a) prepare and file with the Commission  such  amendments and
         supplements to such  registration  statement and the prospectus used in
         connection  with such  registration  statement  as may be  necessary to
         comply with the  provisions of the  Securities  Act with respect to the
         disposition of all securities covered by such registration statement;

                  (b)  furnish  to the  Holders  such  numbers  of  copies  of a
         prospectus,  including a preliminary prospectus, in conformity with the
         requirement of the Securities Act, and such other documents as they may
         reasonably  request  (including  a conformed  copy of the  registration
         statement  filed with the Commission and any amendments  thereto and an
         original  executed  underwriting  agreement  entered into in connection
         with such  registration)  in order to  facilitate  the  disposition  of
         Registrable Securities owned by them;

                  (c)  use  reasonable  efforts  to  register  and  qualify  the
         securities  covered  by such  registration  statement  under such other
         securities  or blue sky laws of one (1)  jurisdiction  (in  addition to
         those  jurisdictions  in which the Company has  otherwise  agreed to so
         register and qualify such securities) as shall be reasonably  requested
         by the  Holders,  provided  that the  Company  shall not be required in
         connection  therewith  or  as a  condition  thereto  to  qualify  to do
         business or to file a general consent to service of process in any such
         states or jurisdictions;

<PAGE>

                  (d) in the event of any underwritten  public  offering,  enter
         into and perform its obligations  under an underwriting  agreement with
         the managing underwriter(s) of such offering; each Holder participating
         in such underwriting  shall also enter into and perform its obligations
         under such underwriting agreement;

                  (e) notify each Holder of  Registrable  Securities  covered by
         such  registration  statement,  at any time when a prospectus  relating
         thereto is required to be delivered  under the  Securities  Act, of the
         happening of any event as a result of which the prospectus  included in
         such  registration  statement,  as then in effect,  includes  an untrue
         statement of a material fact or omits to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading in the light of the circumstances then existing; and

                  (f)  furnish,   at  the  request  of  any  Holder   requesting
         registration of Registrable  Securities pursuant to this Article II, on
         the  date  that  such  Registrable  Securities  are  delivered  to  the
         underwriters for sale in connection with registration  pursuant to this
         Article II, if such securities are being sold through underwriters,  or
         on the date  that  the  registration  statement  with  respect  to such
         securities  becomes  effective,  if such  securities are not being sold
         through  underwriters,  (i) a copy of any opinion,  dated such date, of
         the  counsel   representing  the  Company  for  the  purposes  of  such
         registration,  addressed to the underwriters of the Company, and (ii) a
         copy of any letter,  dated such date, from the independent  accountants
         of the Company, addressed to the underwriters of the Company.

         Each Holder of Registrable  Securities  agrees that upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
clause  (f)  of  this  Section  2.3,  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such  Registrable  Securities until such Holder's receipt of the copies
of a supplemented or amended prospectus and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense), all copies, other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable  Securities that was in effect prior to such amendment
or supplement.  In the event the Company shall give any such notice,  the period
set forth in clause (a) of this  Section  2.3 shall be extended by the number of
days during the period from and  including the date of the giving of such notice
pursuant to clause (e) of this Section 2.3 to and  including  the date when each
seller of Registrable  Securities  covered by such registration  statement shall
have received the copies of a supplemented or amended prospectus.

<PAGE>

         Section 2.4       Indemnification.

                  (a) The Company  will  indemnify  each Holder,  each  Holder's
         officers,  directors and  partners,  and each Person  controlling  such
         Holder  (collectively,   "Holder's  Parties"),   participating  in  any
         registration,  qualification,  or compliance  effected pursuant to this
         Article II with respect to Registrable  Securities  held by such Holder
         and  each  underwriter,  if any,  and  each  Person  who  controls  any
         underwriter,  against all claims,  losses,  damages and liabilities (or
         actions in respect thereof), including any of the foregoing incurred in
         settlement of any  litigation,  commenced or threatened,  to which they
         may become subject under the Securities  Act, the Exchange Act or other
         federal  or  state  law,  arising  out of or  based  on (i) any  untrue
         statement (or alleged untrue statement) of a material fact contained in
         any prospectus,  offering circular or other similar document (including
         any related registration statement,  notification or the like) incident
         to any such registration,  qualification or compliance, or based on any
         omission  (or  alleged  omission)  to state  therein  a  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading,  or (ii) any  violation  by the Company of any
         federal,  state or  common  law rule or  regulation  applicable  to the
         Company in  connection  with any such  registration,  qualification  or
         compliance,  and will  reimburse  each such Holder's  Parties each such
         underwriter, and each Person who controls any such underwriter, for any
         legal and any other  expenses  reasonably  incurred in connection  with
         investigating or defending any such claim, loss,  damage,  liability or
         action,  as incurred,  provided  that the Company will not be liable in
         any  such  case to the  extent  that  any  such  claim,  loss,  damage,
         liability or expense arises out of or is based on any untrue  statement
         or  omission,  made  in  reliance  on and in  conformity  with  written
         information  furnished  to the  Company  by such  Holder's  Parties  or
         underwriter or Person controlling such underwriter specifically for use
         in the preparation thereof.

                  (b) Each Holder will, if Registrable  Securities  held by such
         Holder are included in the  securities  as to which such  registration,
         qualification  or  compliance  is  being  effected,  severally  and not
         jointly,  indemnify  the Company,  each of its  directors and officers,
         each underwriter,  if any, of the Company  securities covered by such a
         registration  statement,  and each Person who  controls  the Company or
         such underwriter  within the meaning of the Securities Act, against all
         claims, losses, damages and liabilities (or actions in respect thereof)
         arising out of or based on (i) any untrue  statement (or alleged untrue
         statement)  of a  material  fact  contained  in any  such  registration
         statement,  prospectus, offering circular or other similar document, or
         any omission (or alleged  omission)  to state  therein a material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not misleading, and will reimburse the Company, such directors,
         officers, Persons, underwriters or control Persons for any legal or any
         other expenses  reasonably incurred in connection with investigating or
         defending  any such  claim,  loss,  damage,  liability  or  action,  as
         incurred, in each case to the extent, but only to the extent, that such
         untrue statement (or alleged untrue  statement) or omission (or alleged
         omission) is made in such registration statement,  prospectus, offering
         circular or other document in reliance upon and in conformity  with the
         written   information   furnished   to  the   Company  by  such  Holder
         specifically for use in the preparation  thereof, or (ii) any violation
         by any  such  Holder  of any  federal,  state  or  common  law  rule or
         regulation   applicable   to  such  Holder  in   connection   with  the

<PAGE>

         distribution of securities  pursuant to a registration  statement,  and
         will reimburse the Company,  such Holders,  such  directors,  officers,
         Persons,  underwriters  or  control  Persons  for any  legal  any other
         expenses  reasonably  incurred  in  connection  with  investigating  or
         defending  any such  claim,  loss,  damage,  liability,  or action,  as
         incurred;  provided,  however, that the obligations of each such Holder
         hereunder shall be limited to an amount equal to the aggregate proceeds
         received by such Holder in such offering.

                  (c) Each party entitled to indemnification  under this Section
         2.4 (the  "Indemnified  Party") shall give notice to the party required
         to provide  indemnification  (the "Indemnifying  Party") promptly after
         such  Indemnified  Party has received written notice of any claim as to
         which indemnity may be sought,  and shall permit the Indemnifying Party
         to assume the  defense of any such  claim or any  litigation  resulting
         therefrom,  provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or  litigation,  shall be approved by
         the  Indemnified  Party  (whose  approval  shall  not  unreasonably  be
         withheld).  The  Indemnified  Party may  participate in such defense at
         such party's expense;  provided,  however,  that the Indemnifying Party
         shall bear the expense of such defense of one counsel  representing the
         Indemnified Party if representation of both parties by the same counsel
         would  be  inappropriate  due  to  actual  or  potential  conflicts  of
         interest.  The  failure  of any  Indemnified  Party to give  notice  as
         provided  herein  shall  not  relieve  the  Indemnifying  Party  of its
         obligations  under this Section 2.4,  except to the extent such failure
         to  give  notice  shall   materially   and   adversely   prejudice  the
         Indemnifying  Party  in the  defense  of any  such  claim  or any  such
         litigation.  No Indemnifying Party, in the defense of any such claim or
         litigation,  shall,  except with the consent of each Indemnified Party,
         consent to entry of any judgment or enter into any settlement that does
         not include as an unconditional term thereof the giving by the claimant
         or plaintiff to such Indemnified  Party of a release from all liability
         in respect to such claim or litigation.

                  (d) (i) If the  indemnification  provided  for in this Section
                  2.4  is  held  by a  court  of  competent  jurisdiction  to be
                  unavailable to an Indemnified  Party with respect to any loss,
                  liability,  claim,  damage or expense referred to herein, then
                  the  Indemnifying  Party  hereunder  shall  contribute  to the
                  amount paid or payable by such  Indemnified  Party as a result
                  of such loss,  liability,  claim,  damage or expense,  in such
                  proportion as is  appropriate to reflect the relative fault of
                  the  Indemnifying  Party on the one  hand and the  Indemnified
                  Party on the other hand in connection  with the  statements or
                  omissions  which  resulted  in such  loss,  liability,  claim,
                  damage  or  expense  as well as any other  relevant  equitable
                  considerations.  The relative fault of the Indemnifying  Party
                  and of the Indemnified  Party shall be determined by reference
                  to, among other things,  whether the untrue or alleged  untrue
                  statement  of a  material  fact  or the  omission  to  state a
                  material   fact  relates  to   information   supplied  by  the
                  Indemnifying  Party  or  by  the  Indemnified  Party  and  the
                  parties' relevant intent, knowledge, access to information and
                  opportunities   to  correct  or  prevent  such   statement  or
                  omission.

<PAGE>

                           (ii) The parties  agree that it would not be just and
                  equitable  if  contribution  pursuant to this Section 2.4 were
                  determined  by pro rata  allocation  or by any other method of
                  allocation  that  does  not  take  account  of  the  equitable
                  considerations  referred to above.  The amount paid or payable
                  by an  Indemnified  Party as a result of the  claims,  losses,
                  damages and  liabilities  referred to above shall be deemed to
                  include, subject to the limitations set forth above, any legal
                  or other  expenses  reasonably  incurred  by such  Indemnified
                  Party in connection with  investigating  or defending any such
                  action or claim.

                           (iii)  No  Holder  that is a  seller  of  Registrable
                  Securities  covered by such  registration  statement or Person
                  controlling  such  seller  other  than  the  Company  shall be
                  obligated to make contribution hereunder that in the aggregate
                  exceeds the total  public  offering  price of the  Registrable
                  Securities sold by such Holder,  less the aggregate  amount of
                  any damages that such Holder and its controlling  Persons have
                  otherwise  been  required to pay pursuant to this Section 2.4.
                  The  obligations  of such Holders to contribute are several in
                  proportion  to their  respective  ownership of the  securities
                  covered by such registration statement and not joint.

                           (iv) The indemnity and  contribution  provided herein
                  shall  be in  addition  to,  and not in  lieu  of,  any  other
                  liability that one party may have to another.

         Section  2.5   Information  by  Holder.   Each  Holder  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder and the distribution  proposed by such Holder
as the Company  may  request in writing  and as shall be required in  connection
with any registration,  qualification or compliance  referred to in this Article
II.

         Section 2.6 Rule 144  Reporting.  With a view to making  available  the
benefits of certain rules and regulations of the Commission that may at any time
permit the sale of the Restricted Securities to the public without registration,
the Company agrees to:

                  (a)  use  its  best  efforts  to  facilitate  the  sale of the
         Restricted  Securities  to the public  without  registration  under the
         Securities Act, pursuant to Rule 144 under the Securities Act;

                  (b) make and keep public information available, as those terms
         are understood and defined in Rule 144 under the Securities Act, at all
         times  after the  effective  date of the first  registration  statement
         filed by the Company for an offering of its  securities  to the general
         public;

<PAGE>

                  (c) file with the  Commission  in a timely  manner all reports
         and other  documents  required of the Company under the  Securities Act
         and the Exchange  Act (at any time after it has become  subject to such
         reporting requirements); and

                  (d) so long as a Holder  owns  any  Restricted  Securities  to
         furnish to the Holder forthwith upon request a written statement by the
         Company as to its compliance with the public  information  requirements
         of said Rule 144, and the reporting  requirements of the Securities Act
         and the  Exchange  Act, a copy of the most recent  annual or  quarterly
         report of the Company, and such other reports and documents so filed by
         the Company as a Holder may  reasonably  request in availing  itself of
         any rule or regulation of the Commission  allowing a Holder to sell any
         such securities without registration.

         Section 2.7 Transfer of Registration  Rights.  The rights granted under
this  Article  II may be  assigned  or  otherwise  conveyed  by  any  Holder  of
Registrable  Securities  to any  transferee,  subject  to  compliance  with  all
applicable securities laws and regulations.

          Section 2.8 Certain  Limitations  in Connection  with Future Grants of
                      Registration Rights.

         From and after the date of this  Agreement,  without the prior  written
consent of the Holders of a majority of the Registrable Securities,  the Company
shall not enter into any agreement with any holder or prospective  holder of any
securities  of the  Company  providing  for  the  granting  to  such  holder  of
registration  rights that would be superior to those granted to Holders pursuant
to Section 2.1.

         Section  2.9  Restrictions  on  Market  Manipulation.  In the event any
shares of Common Stock are offered or sold by any Holder in a registration, each
such Holder will:

                  (a) advise the Company in writing of any offer,  sale or other
         disposition  by it of any Common  Stock in any manner other than as set
         forth in the registration  statement or any prospectus included therein
         on or for the 30-day  period  prior to the filing of such  registration
         statement until the distribution  under the registration  statement has
         been completed;

                  (b) not effect any stabilization activity in connection with
         the Company's Common Stock;

                  (c) not bid or  purchase,  for any  account  in which it has a
         beneficial  interest,  any  Common  Stock  except  as may be  permitted
         pursuant to Rule 10b-6 under the Exchange Act (if applicable);

                  (d) not until it has sold all of such shares of Common  Stock,
         attempt to induce any Person to purchase any Common Stock except as may
         be permitted pursuant to Rule 10b-6; and

<PAGE>

                  (e) not until it has sold all such shares of Common Stock, pay
         any compensation  for soliciting  another to purchase any securities of
         the Company, except as may be permitted pursuant to Rule 10b-6.


                                   ARTICLE III
                                  MISCELLANEOUS

         Section 3.1 Governing Law; Jurisdiction and Venue. This Agreement shall
be governed by and  interpreted  in accordance  with the laws of the Province of
Ontario, Canada;  provided,  however, that if any provision of this Agreement is
unenforceable  under the laws of the  Province  of Ontario , but is  enforceable
under the laws of the State of Florida, then such provision shall be governed by
and interpreted in accordance with the laws of the State of Florida. The parties
agree  that  the  courts  of  the  Province  of  Ontario,   Canada,  shall  have
jurisdiction and venue for the adjudication of any civil action between or among
any of them arising out of relating to this  Agreement or any other  Transaction
Document. The parties hereby irrevocably consent to such jurisdiction and venue,
and  hereby  irrevocably  waive any claim of forum  non  conveniens  or right to
change venue.

         Section 3.2  Successors  and  Assignees.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assignees,  heirs,  executors and  administrators (as the
case may be) of the parties hereto.

         Section 3.3  Entire Agreement.  This Agreement constitutes the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject matter hereof.

     Section 3.4 Notices,  etc. All notices given under this Agreement and under
the other Transaction Documents shall be in writing, addressed to the parties as
set  forth  below,  and  shall  be  effective  on the  earliest  of (i) the date
received,  or (ii) if  given  by  facsimile  transmittal  on the  date  given if
transmitted before 5:00 p.m. the recipient's time, otherwise it is effective the
next  day,  or  (iii)  on the  second  Trading  Day  after  delivery  to a major
international  air delivery or air courier  service (such as Federal  Express or
Network Couriers):

       If to the Agent:

     Thomson Kernaghan & Co. Ltd.
     365 Bay Street
     Toronto, Ontario M5H 2V2
     Attention: Mr. Gregg Badger, Sr. V.P.
     Facsimile No. (416) 860-6352

      If to the Company:

     eAutoclaims.com, Inc.
     2708 Alternate 19 North
     Suite 507
     Palm Harbor, Florida 34683
     Attention: Eric W. J. Seidel, President
     Facsimile No. (727) 781-8425

      If to the Purchasers

     c/o Thomson Kernaghan & Co. Ltd.
         as Agent
     365 Bay Street
     Toronto, Ontario M5H 2V2
     Attention: Mr. Gregg Badger, Sr. V.P.
     Facsimile No. (416) 860-6352

     With a copy (that does not constitute
               notice) to:
     Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
     911 Chestnut Street, P.O. Box 1368
     Clearwater, Florida 33757-1368
     Attention: Michael T. Cronin

<PAGE>

     In either case, with a copy (that does not
         constitute notice) to:
     John M. Mann
     Attorney at Law
     1330 Post Oak Boulevard, Suite 2800
     Houston, Texas 77056-3060
     Facsimile No. (713) 622-7185

         Section 3.5 Delays or  Omissions.  No delay or omission to exercise any
right,  power or remedy  accruing to any Holder of any  Registrable  Securities,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such Holder nor shall it be  construed  to be a
waiver of any such breach or default or an acquiescence  therein or of or in any
similar  breach or  default  thereunder  occurring  nor shall any  waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of any Holder of any breach or default  under
this  Agreement  or any  waiver on the part of any Holder of any  provisions  or
conditions of this  Agreement  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise afforded to any Holder shall be cumulative
and not alternative.

         Section 3.6 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which may be executed by less than all of the parties
hereto,  each of  which  shall  be  enforceable  against  the  parties  actually
executing  such  counterparts  and all of which  together  shall  constitute one
instrument.

         Section 3.7 Severability.  In the event any provision of this Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

         Section 3.8 Amendments. The provisions of this Agreement may be amended
at any time and from time to time, and  particular  provisions of this Agreement
may be waived,  with and only with, an agreement or consent in writing signed by
the  Company  and by the  Holders of a majority  of the  Registrable  Securities
voting as a single class.

         The parties have executed this Registration  Rights Agreement as of the
date first written above.

<PAGE>

The Agent:

Thomson Kernaghan & Co. Ltd.


By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________

The Company:

eAutoclaims.com, INC.


By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________


The Purchasers:

By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________

By ________________________________
Name ______________________________
Title _______________________________
Date signed _________________________