EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of this 13th day
of April 2000, by and between eAutoclaims.com, a Delaware corporation (the
"Corporation"), and Gaver Powers, ("Employee").
PRELIMINARY RECITALS
A. The Corporation is an Application Service Provider engaged in the
business of: providing automobile claims management, utilizing a proprietary
Auto Body Shop Network. The Corporation engages in a variety of additional
services.
B. In consideration for the continued employment of Employee, the
parties hereto desire to set forth the terms and conditions of employment.
C. The Corporation desires to continue to employ Employee, and Employee
desires to continue to be employed by the Corporation, as Chief Information
Officer (CIO) of the Corporation on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
of the parties' hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
EMPLOYMENT
1.1 Engagement of Employee. The Corporation agrees to continue to
employ Employee, and Employee accepts such continued employment by the
Corporation, for the period beginning February 1, 2000 (the "Effective Date")
and ending on February 1, 2003 (the "Initial Employment Period"). The Initial
Employment Period and any Renewal Period (as hereinafter defined) shall
automatically be renewed and extended on the same terms and conditions contained
herein for consecutive one-year periods (the "Renewal Periods"), unless no later
than sixty (60) days prior to the end of the Initial Employment Period or any
Renewal Period, either party shall give written notice to such other party
electing to terminate this Agreement. The Initial Employment Period and the
Renewal Periods are hereinafter referred to as the "Employment Period." For
purposes of this Agreement, any notice of termination electing not to renew this
Agreement pursuant to this Section1.1 shall be deemed: (I) a termination without
cause if such notice is delivered by the Corporation; or (ii) a voluntary
termination of employment if such notice is delivered by Employee; provided,
however, that if the Employment Period is terminated pursuant to this Section
1.1 by Employee, then notwithstanding Section 3.3, the Corporation shall have no
further obligations hereunder or otherwise with respect to Employee's employment
from and after the expiration of the Employment Period (except payment of
Employee's Base Salary (as hereinafter defined) and Benefits (as hereinafter
defined) defined accrued through the expiration of the Employment Period is
subject to termination pursuant to Article II below.
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1.2 Duties and Powers. During the Employment Period, Employee will have
such responsibilities, duties and authorities, and will render such services or
act in such other capacity for the Corporation and its affiliates as the Board
of Directors (the "Board") of the Corporation (or any designated officer
thereof), may from time to time direct. Employee will devote his best efforts,
energies and abilities and his full business time, skill and attention (except
for permitted vacation period and reasonable periods of illness or other
incapacity) to the business and affairs of the Corporation, and shall perform
the duties and carry out the responsibilities assigned to him, to the best of
his ability, in a diligent, trustworthy, businesslike and efficient manner for
the purpose of advancing the Corporation.
1.3 No Violation. Employee represents and warrants that the execution
of this Agreement by Employee and the performance by Employee of his duties as
an employee of the Corporation will not violate, conflict with or result in a
breach or default under any agreements, arrangements or understandings to which
Employee is or was a party, or by which he is or was bound, nor will the
performance of Employee's duties as an employee of the Corporation be limited,
restricted or impaired in any manner as a result of any agreements, arrangements
or understandings to which Employee is or was a party.
ARTICLE II
COMPENSATION
2.1 Base Salary. During the Employment Period, the Corporation will pay
Employee a base salary at the rate of:
From February 1, 2000 to September 1, 2000, the amount of $90,000
From September 1, 2000 to February 1, 2002, the amount of $95,000
From February 1, 2002 to February 1, 2003, the amount of $105,000
(the "Base Salary"), payable in regular installments in accordance with the
Corporation's general payroll practices for salaried employees. If the
Employment Period is terminated pursuant to Article III (subject to any
severance provisions in Section 3.3), Employee's Base Salary for any partial
year will be prorated based upon the number of days elapsed in such year during
which services were actually performed by Employee. The Board or any designated
officer shall perform an annual review of Employee's Base Salary based on
Employee's performance of his duties and the Corporation's other compensation
policies; provided that any increase in the Base Salary shall require approval
of the Board.
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2.2 Discretionary Bonus. Following the end of each fiscal year, the
Board, in its sole discretion, may elect to cause the Corporation to award to
Employee a bonus for such year, in an amount to be determined by the Board,
based on such performance targets as shall be established, and adjusted from
time to time, by the Board's compensation committee.
2.3 Benefits. In addition to the Base Salary payable to Employee and
family members hereunder, Employee will be entitled to the following benefits
during the Employment Period, unless otherwise altered by the Board with respect
to all management employees of the Corporation (collectively, the "Benefits").
(a) Medical hospitalization, disability, life and health
insurance, to the extent offered by the Corporation, and in amounts consistent
with Corporation policy, for all management employees, as reasonably determined
by the Board;
(b) paid vacation each year with salary, consistent with
Corporation policy for all management employees;
(c) reimbursement for reasonable out-of-pocket business
expenses incurred by Employee in the ordinary course of his duties, subject to
the Corporation's policies in effect from time to time with respect to travel,
entertainment and other expenses, including without limitation, requirements
with respect to reporting and documentation of such expenses;
(d) other benefit arrangements, including a 401(k) or similar
tax deferral plan, to the extent made generally available by the Corporation to
its management employees; and
(e) an automobile allowance in the amount of $400 per month,
subject to adjustment, solely is the Board's discretion, upon each anniversary
of the signing of this Agreement.
(f) Employee Stock Incentive Plan as available by the
Corporation to its' management employees.
2.4 Taxes and Withholdings. All compensation payable to Employee
hereunder is stated in gross amount and shall be subject to all applicable
withholding taxes, other normal payroll and any other amounts required by law to
be withheld.
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ARTICLE III
TERMINATION
3.1 Termination by Employee or the Corporation. The Employment Period
(i) shall automatically terminate immediately upon Employee's resignation or
death, or (ii) may be terminated by the Corporation as set forth herein for
Cause, or by reason of Employee's Permanent Disability (hereinafter defined).
"Cause" as used herein, means the occurrence of any of the following events.
(a) a material breach by Employee of any of the terms and
conditions of this Agreement;
(b) Employee's gross negligence in the performance of his
duties or material failure or willful refusal to perform his duties;
(c) Employee's failure, as notified by the Corporation in
writing, to comply with any of the Corporation's written guidelines or
procedures promulgated by the Corporation and furnished to Employee, including,
without limitation, any guidelines or procedures relating to marketing or
community relations; provided that Employee shall have a reasonable period of
time during which to curve such failure following the date on which Employee
receives the Corporation's written notice of such failure;
(d) the determination by the Board in the exercise of its
reasonable judgment that Employee has committed an act that materially
negatively affects the Corporation's business or reputation or;
(e) the determination by the Board in the exercise of its
reasonable judgment that Employee has committed an act or acts constituting a
felony or other act involving dishonesty, disloyalty or fraud against the
Corporation.
"Permanent Disability" as used herein shall mean that Employee is
unable to perform, with reasonable accommodation, by reason of physical or
mental incapacity, the essential functions of his or her position. The Board
shall determine, according to the facts then available, whether and when a
Permanent Disability has occurred. Such determination shall not be arbitrary or
unreasonable, and shall be final and binding o the parties hereto.
3.2 Termination by Employee. Employee has the right to terminate
his employment under this Agreement at any time, for any or no
reason, upon ninety- (90) days written notice to the
Corporation.
<PAGE>
3.3 Compensation after Termination.
(a) If the Employment Period is terminated (i) by the
Corporation for Cause or due to the death or Permanent Disability of Employee,
(ii) by Employee (including a termination resulting from Employee's election not
to renew this Agreement under Section 1.1 hereof), then the corporation shall
have no further obligations hereunder or otherwise with respect to Employee's
employment from and after the termination or expiration date (except payment of
Employee's Base Salary accrued through the date of termination or expiration),
and the Corporation shall continue to have all other rights available hereunder
(including, without limitation, all rights under Article IV hereof) at law or in
equity;
(b) If the Employment Period is terminated by the Corporation
without Cause (including a termination resulting from the Corporation's election
not to renew this Agreement under Section 1.1 hereof), the Employee shall be
entitled to receive Severance Pay (as hereinafter defined) for a period of three
(3) month(s), payable in regular installments in accordance with the
Corporation's general payroll practices for salaried employees. Receipt of
Severance Pay is contingent upon Employee executing and adhering to a release of
all employment claims in a form acceptable to the Corporation. The corporation
shall have no further obligations hereunder or otherwise with respect to
Employee's employment from and after the termination date, and the Corporation
shall continue to have all other rights available hereunder (including without
limitation, all rights under Article IV hereof) at law or in equity.
(c) For purposes of this Agreement, "Severance Pay" shall
include (i) Employee's Base Salary hereunder, (ii)
the bonus that Employee would have received under
Section 2.2 hereof at the end of the year during
which termination with cause occurs had such
termination not occurred, which bonus shall be
prorated to cover the severance period set forth in
Section 3.3(b) hereof, and (iii) continuation of the
Benefits for the severance period set forth in
Section 3.3(b) hereof.
ARTICLE IV
RESTRICTIVE COVENANTS
4.1 Employee's Acknowledgment. Employee acknowledges that:
(a) the Corporation is and will be engaged in the Business
during the Employment Period and thereafter;
(b) Employee is one of a limited number of persons who will
be developing the Business;
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(c) Employee will occupy a position of trust and confidence
with the Corporation after the date of this Agreement, and during such period
and Employee's employment under this Agreement, Employee will become familiar
with the Corporation's trade secrets and with other proprietary and confidential
information concerning the Corporation and the Business;
(d) the agreements and covenants contained in this Article IV
are essential to protect the Corporation and the goodwill of the Business and
are a condition precedent to the Corporation entering into this Agreement;
(e) Employee's employment with the Corporation has special,
unique and extraordinary value to the Corporation and the Corporation would be
irreparably damaged if Employee were to provide services to any person or entity
in violation of the provisions of this Agreement;
(f) Employee has means to support himself and his dependents
other than by engaging in the Business, or a business similar to the Business,
and the provisions of this Article IV will not impact such ability; and
(g) For purposes of this Article IV, the term "Corporation"
shall include the Corporation and any of its respective subsidiaries and
affiliates.
4.2 Non-Compete. Employee hereby agrees that for a period commencing on
the date hereof and ending on the date of termination or expiration of his
employment with the Corporation for any reason (the "Termination Date"), and
thereafter, through the period ending on the first anniversary of the
Termination Date (collectively, the "restrictive Period"), he shall not,
directly or indirectly, as employee, agent, consultant, stockholder, director,
co-partner or in any other individual or representative capacity, own, operate,
manage, control, engage in, invest in or participate in any manner in, act as a
consultant or advisor to, render services for (alone or in association with any
person, firm, corporation or entity), or otherwise assist any person or entity
(other than the Corporation) that engages in or owns, invests in, operates,
manages or controls any venture or enterprise that directly or indirectly
engages or proposes to engage in any element of the Business anywhere within a
100-mile radius of any area (or in the event such area is a major city, the
metropolitan area relating to such city) in which the Corporation on the
Termination Date engages in any element of the Business (the "Territory");
provided, however, that nothing contained herein shall be construed to prevent
Employee from investing in the stock of any competing Corporation listed on a
national securities exchange or traded in the over-the-counter market, but only
if Employee is not involved in the business of said corporation and if Employee
and his associates (as such term is defined in Regulation 14(A) promulgated
under the Securities Exchange Act of 1934, as in effect on the date hereof),
collectively, do not own more than an aggregate of 3% of the stock of such
corporation. With respect to the Territory, Employee specifically acknowledges
that the Corporation intends to expand the Business into and throughout the
United States.
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4.3 Interference with Relationships. Without limiting the generality of
the provisions of Section 4.2 hereof, Employee hereby agrees that, during the
Restrictive Period, he will not, directly or indirectly, solicit or encourage,
or participate as employee, agent, consultant, stockholder, director, partner or
in any other individual or representative capacity, in any business which
solicits or encourages (a) any person, firm, corporation or other entity which
has executed, or proposes to execute, a management services agreement with the
Corporation at any time during the term of this Agreement, or from any successor
in interest to any such person, firm, corporation or other entity, for the
purpose of securing business or contracts related to any element of the
Business, or (b) any present or future customer or client of the Corporation or
any of its affiliated practices to terminate or otherwise alter his, her or its
relationship with the Corporation or such affiliated practice; provided,
however, that nothing contained herein shall be construed to prohibit or
restrict Employee from soliciting business from any such parties on behalf of
the Corporation in performance of his duties as an employee of the Corporation
required under and as specifically contemplated by Section 1.2 above.
4.4 Non-solicitation. Other than in the performance of his duties
hereunder, during the Restrictive Period, Employee shall not, directly or
indirectly, as employee, agent, consultant, stockholder, director, co-partner or
in any other individual or representative capacity, employ or engage, recruit or
solicit for employment or engagement, any person who is or becomes employed or
engaged by the Corporation or any of its affiliated practices during the
Restrictive Information Period, or otherwise seek to influence or alter any such
person's relationship with the Corporation.
4.5 Confidential. Other than in the performance of his duties
hereunder, during the Restrictive Period and thereafter, Employee shall keep
secret and retain in strictest confidence, and shall not, without the prior
written consent of the Corporation, furnish, make available or disclose to any
third party or use for the benefit of himself or any third party, any
Confidential Information. As used in this Agreement, "confidential information"
shall mean any information relating to the business or affairs of the
Corporation or the Business, including but not limited to any technical or
non-technical data, formulate, compilations, programs, devices, methods,
techniques, designs, processes, procedures, improvements, models, manuals,
financial data acquisition strategies and Business, irrespective of its form;
provided, however, that Confidential Information shall not include an
information which is in the public domain or becomes known in the industry
through no wrongful act on the part of Employee. Employee acknowledges that the
Confidential Information is vital, sensitive, confidential and proprietary to
the Corporation.
4.6 Inventions and Discoveries.
(a) Employee understands and agrees that all inventions,
discoveries, ideas, improvements, whether patentable, copyrightable or not,
pertaining to the Business of the Corporation or relating to the Corporation's
actual or demonstrably anticipated research, development or inventions
(collectively, "Inventions and Discoveries) that result from any work performed
by Employee solely or jointly with others for the Corporation which Employee,
solely or jointly with others, conceives, develops, or reduces to practice
<PAGE>
during the course of Employee's employment with the Corporation, are the sole
and exclusive property of the Corporation. Employee will promptly disclose all
such matters to the Corporation and will assist the Corporation in obtaining
legal protection for Inventions and Discoveries. Employee hereby agrees on
behalf of himself, his executors, legal representatives and assignees that he
will assign, transfer and convey to the Corporation, its successors and assigns
the Inventions and Discoveries.
(b) THE CORPORATION AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT
SECTION 4.6(a) SHALL NOT APPLY TO AN INVENTION OF EMPLOYEE FOR WHICH NO
EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF THE CORPORATION WAS
USED AND WHICH WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN TIME, UNLESS (A) THE
INVENTION RELATED (I) TO THE BUSINESS OF THE CORPORATION (II) TO THE
CORPORATION'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B)
THE INVENTION RESULTS FROM ANY WORK PERFORMED BY EMPLOYEE FOR THE CORPORATION.
EMPLOYEE AND THE CORPORATION FURTHER AGREE THAT SECTION 4.6(a) SHALL NOT APPLY
TO ANY INVENTIONS OR WORK PRODUCT DEVELOPED OR VESTED BY EMPLOYEE PRIOR TO THE
EFFECTIVE DATE.
(c) EMPLOYEE ACKNKOWLEDGES THAT HE HAS READ THIS SECTION 4.6
AND FULLY UNDE4RSTANDS THE LIJMITATIONS WHICH IT IMPOSES UPON HIM AND HAS
RECEIVED A DUPLICATE COPY OF THIS AGREEMENT FOR HIS RECORDS.
4.7 Blue-Pencil. If any court of competent jurisdiction shall at any
time deem the term of this Agreement or any particular Restrictive Covenant (as
defined) too lengthy or the Territory too extensive, the other provisions of
this Article IV shall nevertheless stand, the Restrictive Period herein shall be
deemed to be the longest period permissible by law under the circumstances and
the Territory herein shall be deemed to comprise the largest territory
permissible by law under the circumstances. The court in each case shall reduce
the time period and/or Territory to permissible duration or size.
4.8 Remedies. Employee acknowledges and agrees that the covenants set
forth in this Section 4 (collectively, the "Restrictive Covenants") are
reasonable and necessary for the protection of the Corporation's business
interests, that irreparable injury will result to the Corporation if Employee
breaches any of the terms of said Restrictive Covenants, and that in the event
of Employee's actual or threatened breach of any such Restrictive Covenants, the
Corporation will have no adequate remedy at law. Employee accordingly agrees
that in the event of any actual or threatened breach by him of any of the
Restrictive Covenants, the corporation shall be entitled to immediate temporary
injunctive and other equitable relief, without bond and without the necessity of
showing actual monetary damages, subject to hearing as soon thereafter as
possible. Nothing contained herein shall be construed as prohibiting the
Corporation from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of any damages, which it is able to
prove.
<PAGE>
ARTICLE IV
RESTRICTIVE COVENANTS
5.1 Notices. Any notice provided for in this Agreement must be in
writing and must be either (i) personally delivered, (ii) mailed by registered
or certified first class mail, prepaid with return receipt requested or (iii)
sent by a recognized overnight courier service, to the recipient at the address
below indicated:
To the Corporation:
Mr. Eric Seidel
President/CEO
eAutoclaims.com
2708 Alt. 198 N., Suite 604
Palm Harbor, FL 34683
With a copy to:
Michael T. Cronin, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
911 Chestnut Street
Post Office Box 1368
Clearwater, Florida 33756-1368
To Employee:
Gaver Powers
1140 Baymeadows Drive
Titusville, FL 32796
Or such other addresses or to the attention of such other person as the
recipient party shall have specified by prior written notice to the sending
party. Any notice under this Agreement will be deemed to have been given (a) on
the date such notice is personally delivered, (b) three (3) days after the date
of mailing if sent by certified or registered mail, or (c) one (1) day after the
date such notice is delivered to the overnight courier service if sent by
overnight courier.
<PAGE>
5.2 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein,.
5.3 Entire Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
5.4 Counterparts. This Agreement may be executed on separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
5,5 Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Employee and the Corporation and
their respective successors and permitted assigns. Employee may not assign any
of his rights or obligations hereunder without the written
5.6 No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any party
hereto.
5.7 Amendment and Waivers. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Corporation and
Employee.
5.8 Governing Law. This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the laws
of the State of Florida, without giving effect to provisions thereof regarding
conflict of laws.
5.9 Income Tax Treatment. Employee and the Corporation acknowledge that
it is the intention of the Corporation to deduct all amounts paid under this
Agreement as ordinary and necessary business expenses for income tax purposes.
Employee agrees and represents that he will treat all such amounts as ordinary
income for income tax purposes, and should he report such amounts as other than
ordinary income tax purposes, he will indemnify and hold the Corporation
harmless from and against any and all taxes, penalties, interest, costs and
expenses, including reasonable attorneys' and accounting fees and costs, which
are incurred by Corporation directly or indirectly as a result thereof.
<PAGE>
5.10 CONSENT TO JURISDICTION. THE CORPORATION AND EMPLOYEE HEREBY
CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
CITY OF ST. LOUIS, STATE OF MISSOURI AND IRREVOCABLY AGREE THAT SUBJECT TO THE
CORPORATION'S ELECTION, ALL ACTIONS OIR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EMPLOYEE ACCEPTS FOR
HIMSELF AND IN CONNECTION WITH HIS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NONCONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT.
5.11 WAIVER OR JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS TRANSACTION AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED. THE PARTIES HERETO ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON
SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE RQUIRED OF THE OTHER PARTY. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, DISCRIMINATION CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIOSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE
WAIVER IN THEIR RELATED FUTURE DEALINGS. THE CORPORATION AND EMPLOYEE FURTHER
WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH THEIR RESEPCTIVE
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES THEIR RESPECTIVE
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on the day and year first above written.
CORPORATION:
eAutoclaims.com, Inc., a Delaware corporation
By:__________________________________
Name: Eric Seidel
Title: President/CEO
EMPLOYEE
------------------------------------
Name: Gaver Powers
Title: Chief Information Officer (CIO)
