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Warrant Agreement

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Governing Law: New York     Date: 2/4/2005
Industry: Software and Programming     Sector: Technology

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            Void after 5:00 p.m., New York Time on ______ ___, 200__

              Warrant to Purchase _________ Shares of Common Stock




                        WARRANT TO PURCHASE COMMON STOCK




                                eAUTOCLAIMS, INC.







                    1933, AS AMENDED (THE "SECURITIES ACT"),


                           TO RULE 506 OF REGULATION D



     FOR   VALUE   RECEIVED,    eAutoclaims,    Inc.,   a   Nevada    corporation   (the

"Company"), grants the following rights to _____________________ ("Holder"):



                           ARTICLE 1. DEFINITIONS.



As used herein, the following terms shall have the following meanings, unless

the context shall otherwise require:


     (a) "Common Stock" shall mean the common stock, par value $0.001 per share,

of the Company.


     (b)   "Corporate   Office"   shall   mean the   office   of the   Company   (or its

successor)   at which at any   particular   time its   principal   business   shall be



     (c) "Closing" shall have mean the date the Company   receives funds from the

Units   as   described   in   the   Confidential   Private   Offering   Term   Sheet   and

Subscription Agreement.


     (d)   "Exercise   Date" shall mean any date upon which the Holder   shall give

the Company a Notice of Exercise.


     (e)   "Exercise   Price"   shall mean the price to be paid to the   Company for

each share of Common   Stock to be   purchased   upon   exercise of this   Warrant in

accordance with the terms hereof. The Exercise Price is $.30 per Share,   subject

to the anti-dilution provisions of Section 2.5.


     (f)   "Expiration   Date" shall mean 5:00 p.m. (New York time) on __________,






     (g) "SEC" shall mean the United States Securities and Exchange Commission.


     (h) ""Underlying Shares" shall mean the shares of the Common Stock issuable

upon exercise of the Warrant.


                      ARTICLE 2. EXERCISE AND AGREEMENTS.



     2.1 Exercise of Warrant.   This Warrant shall entitle   Holder to purchase up

to    ____________________________________________    (______________)   shares   of

Common   Stock (the   "Shares")   at the   Exercise   Price.   This   Warrant   shall be

exercisable at any time and from time to time prior to the Expiration   Date (the

"Exercise   Period").   This   Warrant and the right to purchase   Shares   hereunder

shall expire and become void at the Expiration Date.


     2.2 Manner of Exercise.


     (a) Holder may exercise   this Warrant at any time,   starting at the time of

closing and from time to time during the   Exercise   Period,   in whole or in part

(but not in denominations of fewer than 1,000 Shares, except upon an exercise of

this   Warrant   with   respect   to the   remaining   balance   of Shares   purchasable

hereunder   at the time of   exercise),   by   delivering   to the Company (i) a duly

executed   Notice of Exercise in   substantially   the form   attached as Appendix 1

hereto,   and (ii) a wire transfer or check for the aggregate   Exercise   Price of

the Shares being purchased.


     (b) From time to time upon exercise of this   Warrant,   in whole or part, in

accordance   with its terms,   the Company will   instruct   its   transfer   agent to

deliver stock certificates to the Holder representing the number of Shares being

purchased pursuant to such exercise, subject to adjustment as described herein.


     (c) Promptly following any exercise of this Warrant, if the Warrant has not

been fully exercised and has not expired, the Company will deliver to the Holder

a new Warrant for the balance of the Shares covered hereby.


     2.3   Termination.   All rights of the Holder in this Warrant,   to the extent

they have not been exercised, shall terminate on the Expiration Date.


     2.4 No Rights Prior to Exercise.   Prior to its exercise pursuant to Section

2.2 above,   this   Warrant   shall not   entitle   the Holder to any voting or other

rights as holder of Shares.


     2.5 Adjustments.


     (a) Dilutive Issuances.   Subject to the provisions and exclusions set forth

herein,   the   Warrant   is   subject to "full   ratchet"   anti-dilution   protection

relating   to the   issuance   of any   future   equity   securities   or common   stock

equivalents   that are not   currently   outstanding,   which   contain   a   purchase,

conversion or exercise price below the Warrant   exercise price of $.30 per Share

(collectively "Dilutive Issuance").   If the Company issues any equity securities

or common   stock   equivalents   that   equate to a Dilutive   Issuance   because the

issuance,   conversion   or   exercise   price   of such   security   is less   than the

Exercise Price,   then the Exercise Price shall be immediately   adjusted downward

to equal the price in the Dilutive Issuance.   Notwithstanding the foregoing,   it

is understood   that the conversion of currently   outstanding   Series A Preferred

Stock   and   currently   outstanding   convertible   notes   are   excluded   from   the

definition of a Dilutive Issuance. The issuance of equity securities pursuant to

employee/consultant/director   equity   compensation   arrangements   shall apply to





this   anti-dilution   provision   only if they are issued   below the common   stock

current   market   value at the time of   issuance   and the   issuance   has not been

approved   by the   Placement   Agent,   which   approval   shall not be   unreasonably



     (b)   Reclassification.   In case of any   reclassification,   stock split,   or

reverse stock split, capital   reorganization,   stock dividend or other change of

outstanding shares of Common Stock, the Company shall cause effective   provision

to be made so that the Holder   shall have the right   thereafter,   by   exercising

this   Warrant,   to   purchase   the kind and   number   of   shares of stock or other

securities   or   property    (including    cash)    receivable    upon   such   capital

reorganization,   stock   dividend,   stock split,   or reverse stock split,   as the

Holder would have been entitled to receive had the Holder exercised this Warrant

in full immediately before such reclassification,   capital reorganization, stock

dividend, stock split, or reverse stock split, or conveyance. Any such provision

shall include   provision for adjustments   that shall be as nearly   equivalent as

may be   practicable   to the   adjustments   provided   for in this Section 2.5. The

foregoing   provisions   shall   similarly   apply to successive   reclassifications,

capital reorganizations,   stock dividends,   stock split, or reverse stock split,

and other changes of outstanding shares of Common Stock.


     (c) Merger.   In the case of any consolidation or merger of the Company with

or into another   corporation   (other than a consolidation or merger in which the

Company   is   the   continuing   corporation   and   which   does   not   result   in any

reclassification,   capital   reorganization,   stock   dividend or other   change of

outstanding   change of outstanding   common stock), or in the case of any sale or

conveyance   to another   corporation   of the property of the   corporation   as, or

substantially as, an entirety   (collectively "Sale of the Business") the Company

shall give the warrant   holder at least twenty (20) business days advance notice

of the material   terms and conditions of the Sale of Business   transaction.   The

Warrant   Holder   shall notify the Company   within five (5) business   days of the

expected   closing date of the Sale of Business as disclosed in the   notification

by the Company to the Warrant Holder of the Warrant   Holder's intent to exercise

this   Warrant,   which   exercise   shall include the notice of exercise and a bank

cashier's or certified check for the aggregate   Exercise Price of the underlying

Shares being purchased.   If the Warrant Holder does not timely elect to exercise

the Warrant in accordance with these   provisions the Warrant shall terminate and

be null and void.


     2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise

of this Warrant 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 exercise of

the Warrant,   the Company shall   eliminate   such   fractional   Share   interest by

issuing Holder an additional full Share.




     3.1   Representations   and   Warranties.   The Company   hereby   represents and

warrants to the Holder as follows:



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