PLACEMENT AGENT AGREEMENT

 

                                eAutoclaims, Inc.

 

                            PLACEMENT AGENT AGREEMENT

 

 

                                December 14, 2004

 

Noble International Investments, Inc.

6501 Congress Ave., Suite 100

Boca Raton, FL 33487

 

Ladies and Gentlemen:

 

         This agreement (Agreement") confirms the terms on which eAutoclaims, a

Nevada corporation (the "Company") has engaged Noble International Investments,

Inc. (the "Placement Agent") in connection with the proposed offering and sale

by the Company (the "Offering") of equity securities of the Company in the

aggregate amount of $2,500,000 in a private placement subject to Board approval.

 

         1. Exclusive Engagement. The Company has engaged the Placement Agent to

act as sole placement agent on a best efforts basis only for the Offering. The

Company acknowledges and agrees that Placement Agent reserves the right not to

participate in the Offering and that Placement Agent's engagement hereunder is

not an agreement by Placement Agent or any of its affiliates to underwrite or

purchase any of the Company's securities or otherwise provide any financing.

During the period of Placement Agent's engagement under this Agreement (as

specified in Section 11 hereof), the Company will not, and will cause its

affiliates not to, initiate, solicit or enter into any discussions, negotiations

or agreements involving the issuance, offering or sale of the Securities (or any

other securities of the Company) to any third parties, except through Placement

Agent. In the event that the Company receives any inquiry concerning the

issuance, purchase or sale of the Securities (or any other securities of the

Company) during such period, the Company will promptly inform the Placement

Agent in writing of the terms of such inquiry and the identity of the party

making the inquiry.

 

         2. The Offering.

 

         Section 2.1 Rule 506 Offering. The Securities will not be registered

with the United States Securities and Exchange Commission (the "SEC") or any

state securities authority but will be offered pursuant to the exemption from

registration provided by Section 4(2) of the Securities Act of 1933, as amended

(the "Act"), or under Rule 506 of Regulation D promulgated under Act

("Regulation D") and applicable state securities laws. The Securities in the

Offering will be sold solely to accredited investors who either alone or with

their purchaser representative, have the knowledge and experience in financial

and business matters to be able to evaluate the merits

 

and risks of the investment (as that term is defined in Regulation D) pursuant

to a Subscription Agreement, Purchaser's Questionnaire Registration Rights

Agreement, Warrant Agreement and Term Sheet to be prepared by the Company

(cumulatively the "Offering Documents"). The Offering Documents also include the

Company's publicly available documents and reports as filed with the SEC as

attached as exhibits to the Subscription Agreement.

 

         Section 2.2 Terms. This Placement Agent Agreement relates to the

Offering of $2,500,000 worth of Units (the "Units") of the Company. The price of

a Unit will be determined based on interest received by the investment

community,

 

         Section 2.3 Capital Structure. The capital structure of the Company

consists of approximately 35.8 million basic and 60.7 million fully diluted

common shares outstanding, including all options, warrants and convertible

preferred securities issued and outstanding.

 

         Section 2.4 Final Closing. Upon final Closing of the Offering, the

Company will file a registration statement within 30 days registering all common

shares from the Offering, which includes the common shares underlying the

warrants.

 

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         3. Subscription Procedure. Each subscriber in the Offering (a

"Subscriber") will be required to complete and execute a Subscription Agreement

and a Purchaser's Questionnaire in the form attached to the Offering Documents

(the "Subscription Documents"). The Subscribers will be instructed to deliver

directly to the Placement Agent the completed Subscription Documents together

with a check made payable to the Company. There will be no escrowing of funds.

After the Placement Agent reviews the Subscription Documents, the Placement

Agent will forward a copy of the Subscription Documents that are properly

completed by accredited investors to the Company. The Company shall decide as

promptly as practicable after it receives Subscription Documents from the

Placement Agent (but in no event later than 2 business days after receipt of

such documents) whether or not to accept the subscription.

 

         If the Company elects not to accept a subscription, it will notify the

Placement Agent in writing and that Subscriber's check will be returned to the

Subscriber by the Placement Agent.

 

         If the Company elects to accept a subscription, an authorized officer

of the Company will immediately counter-sign the Subscription Documents and

forward a copy thereof to the Placement Agent upon receipt of which the

Placement Agent will forward that Subscriber's check to the Companypt

 

         4. Closing. The completion of the purchase and sale of the Securities

shall take place on one or more occasions (each, a "Closing") and shall occur on

such dates as Subscription Acceptances occur (each, a "Closing Date"). Within

one week of each Closing Date, the Company shall deliver to each Subscriber

whose subscription has been accepted by the Company

 

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(hereinafter referred to as an "Investor"), via overnight courier, one or more

certificates or instruments representing the number of Securities purchased by

the Investor as shown on the Subscription Document, registered in the name of

the Investor, and a copy of that Investor's Subscription Documents

counter-signed by the Company.

 

         5. Terms of Engagement.

 

         Section 5.1 Fees. (a) As compensation for acting as Placement Agent for

the Offering, the Placement Agent will be entitled to receive a commission equal

to eight and one half percent (8.5%) of the aggregate offering price of all

Securities sold in the Offering (the "Placement Agent's Fee") plus a 2% non

accountable expense allowance of all Securities sold of which a non-refundable

deposit of $15,000.00 is payable upon signing this letter. The deposit is

intended to cover the Placement Agent's time and expenses incurred in connection

with the Offering. The Placement Agent shall not be required to make an

accounting to the Company with respect to said expenses. On the last Closing

Date of the Offering, the Company shall issue to the Placement Agent and/or its

affiliates Five (5) year cashless exercise warrants to purchase a number of

Units equal to fifteen percent (15%) of the total number of Units issued in the

Offering exercisable at 100% of the per Unit price (the "Placement Agent's

Warrants"). The Placement Agent's Warrants, which includes all common shares in

the Units and all common shares underlying the warrants in the Unit, will be

registered in the registration statement, which will be filed within 30 days

from the final closing. The Company will at all time reserve and keep available

such number of shares of its Common Stock as will be sufficient to permit the

exercise in full of the Placement Agent's Warrant, including the Unit Warrants.

Upon exercise of this Placement Agent's Warrant pursuant to its terms the

Holder(s) will acquire fully paid and non-assessable Unit Shares and Unit

Warrants, free and clear of any liens, claims or encumbrances.

 

 

         Section 5.2 Matters Relating to Engagement. The Company acknowledges

that the Placement Agent has been retained solely to provide the services set

forth in this Agreement. In rendering such services, Noble shall act as an

independent contractor, and any duties of Noble arising out of its engagement

hereunder shall be owed solely to the Company. The Company further acknowledges

that Noble may perform certain of the services described herein through one or

more of its affiliates. The Company acknowledges and agrees that Noble is not,

and does not hold itself out to be, an advisor as to legal, tax, accounting or

regulatory matters in any jurisdiction. The Company shall consult with its own

advisors concerning such matters and shall be responsible for making its own

independent investigation and appraisal of the risks, benefits and suitability

of the transactions contemplated by this letter agreement, and Noble shall have

no responsibility or liability to the Company with respect thereto.

 

         6. Representations and Warranties of the Company. The Company

represents and warrants with Placement Agent as follows:

 

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                  (a) It is duly organized, validly existing and in good

standing under the laws of Nevada and is duly qualified to do business and is in

good standing in each jurisdiction in which such qualification is required by

law;

 

                  (b) the Company has all requisite power and authority to enter

into this Subscription Agreement and to sell the Units as provided herein;

 

                  (c) the Company is current in its periodic reporting

obligations under the 1934 Act;

 

                  (d) the Offering Documents have been duly executed and

delivered on its behalf and constitutes its legal, valid and binding agreement,

enforceable in accordance with their terms (which include the Shares as part of

Unit and Shares underlying the Warrant);

 

                  (e) the execution, delivery and performance of the Offering

Documents for the sale and delivery of the Units, and compliance with the

provisions hereof by the Company, do not and will not, with or without the

passage of time or the giving of notice or both, (i) violate its organizational

documents or any provision of law, statute, ordinance, rule or regulation or any

ruling, writ, injunction, order, judgment or decree of any court, administrative

agency or other governmental body, or (ii) result in any breach of any of the

terms, conditions or provisions of, or constitute a default (or give rise to any

right of termination, cancellation or acceleration) under any note, indenture,

mortgage or lease, or any other material contract or other instrument, document

or agreement, to which the Company is a party or by which it or any of its

property is bound or affected;

 

                  (f) all consents, approvals or authorizations of, or

registrations, filings or declarations with, any governmental authority, stock

exchange or market, the Company's board of directors and shareholders, or any

other person, required in connection with the execution, delivery and

performance of this Subscription Agreement or the transactions contemplated

hereby have been obtained by the Company and are in full force and effect;

 

                  (g) there are no actions, investigations, demands, suits or

proceedings pending or threatened against or affecting the Company or affecting

the rights of the Company to enter into this Subscription Agreement or

consummate the transactions contemplated hereby;

 

                   (h) the Company has complied with all applicable laws,

statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions,

rules, regulations, permits, licenses, authorizations, directions and

requirements of governmental entities, except for such non-compliance which

would not reasonably be expected to have a material adverse effect on it;

 

                  (i) the Company has correctly prepared and filed all tax

returns or reports that are required to have been filed in any jurisdiction, and

has timely paid in full all taxes due and payable with respect thereto;

 

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                  (j) upon consummation of the purchase contemplated hereby, the

Common Stock issued to Investor shall have been duly and validly authorized and

issued, fully paid and non-assessable and free and clear of all liens, pledges,

security interests and encumbrances;

 

                  (k) in reliance on the investment representations made by the

Investor contained herein, the offer, issuance, sale and delivery of the Units,

are exempt from the registration requirements of the 1933 Act and all applicable

state securities laws;

 

                  (l) each report, schedule, effective registration statement,

definitive proxy statement and each other document filed by the Company with the

SEC since December 31, 2002 (as the documents may have been amended since the

time of their filing, the "Commission Documents") has been made available to the

Investor either by physical delivery or via the SEC's EDGAR System. As of their

respective filing dates, each Commission Document complied in all material

respects with the requirements of the 1933 Act or the 1934 Act, as applicable,

and the rules and regulations of the SEC thereunder applicable to the Commission

Documents, and no Commission Document contained any untrue statement of a

material fact or omitted to state any material fact required to be stated

therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading. The financial

statements included in the Commission Documents were prepared in accordance with

United States generally accepted accounting principles, applied consistently

with the past practices of the Company (except as may be indicated in the notes

thereto), and as of their respective dates, fairly present, in all material

respects, the consolidated financial position of the Company and the results of

its operations as of the time and for the periods indicated therein and complied

as to form in all material respects with then applicable accounting requirements

and with the published rules and regulations of the SEC with respect thereto;

 

                  (m) since January 31, 2004, except as disclosed in the

Commission Documents filed subsequent to that date, there has not been any

material adverse change in the business, financial condition or operating

results of the Company; and

 

                  (n) the Company has not since December 31, 2003, received

notice (written or oral) from any stock exchange or market on which its common

stock is or has been listed (or on which it has been quoted) to the effect that

it is not in compliance with the continuing listing or maintenance requirements

of such exchange or market.

 

         7. Covenants of the Company. The Company and Placement Agent covenant

and agree as follows:

 

         Section 7.1 Compliance with Laws. The sale and issuance of the Units

shall be made in accordance with the provisions and requirements of the Act,

Regulation D and any applicable state and local law. Neither the Company nor any

of its affiliates will take any action in connection with the Offering, which

would cause the Offering not to comply with Section 4(2) of the Act or Rule 505

of Regulation D promulgated there under. The Company will make a timely filing

of Form D (and all necessary amendments) pursuant to the requirements of

Regulation D. The Company and Placement Agent shall exercise reasonable care to

 

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assure that the Investors are not underwriters within the meaning of Section

2(11) of the Act and shall take all actions required by Rule 502(d) of

Regulation D. The Company, in its sole discretion, will not accept a

subscription from an Investor if the Company has reason to believe that material

information supplied by or material representations or warranties made by such

Investor are not fully accurate. The Company shall reasonably believe,

immediately prior to making any sale, that each Investor is an accredited

investor, and either alone or with his purchaser representative, has such

knowledge and experience in financial and business matters that such Investor is

capable of evaluating the merits and risks of a purchase of the Securities and

otherwise meets the suitability standards set forth in the Offering Documents.

Offering Documents confidential and shall not distribute it or any other

materials related to the transaction contemplated hereby, or otherwise advertise

to or solicit purchasers of the Securities, without the express written consent

of the Placement Agent. Neither the Company, the Placement Agent nor any of its

affiliates nor any distributor, independent contractor or any person acting on

its or their behalf (i) has conducted or will conduct any general solicitation

(as that term is used in Regulation D) or general advertising with respect to

any of the Securities, or (ii) has made any offers or sales of any security or

solicited any offers to buy any security under any circumstances that would

prevent the issuance of the Securities or the Common Stock issuable upon the

conversion of the Securities from qualifying the Securities from an exemption

from registration under the Act.

 

         Section 7.2 Offering Documents. The Offering Documents, the appendices

and exhibits attached thereto, information incorporated by reference therein and

the financial statements of the Company and the related notes thereto included

therein, and all amendments and supplements thereto in the form delivered to the

Investors prior to a Closing and at any Closing Date will be prepared in

compliance with, and include the disclosure required by, the Act (assuming offer

and sales solely to accredited investors) and the rules and regulations

promulgated thereunder, and will not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary

to make any statements therein, in the light of the circumstances under which

they are made, not misleading.

 

         Section 7.3 Delivery and Amendment of Offering Documents. Up to and

through the final Closing Date if any event shall occur as a result of which the

Offering Documents or any exhibits thereto would include any untrue statement of

a material fact or omit to state any material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were

made, when such Offering Documents was delivered, not misleading or for any

other reason it shall be necessary to amend or supplement the Offering Documents

or to file under the Exchange Act any document incorporated by reference in the

Offering Documents in order to comply with the Act or the Exchange Act, the

Company shall immediately notify the Placement Agent in writing to suspend

offers for sale and solicitations of purchases of the Units. If the Company

shall determine to amend or supplement the Offering Documents, the Company will

so advise the Placement Agent and will promptly prepare an amendment or

supplement to the Offering Documents (or in the case of a document required

 

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under the Exchange Act, prepare and file