CIO Employment Contract - David Mattingly

This Agreement is effective as of the 1st of May 2005 ("Agreement") and is by and between EAUTOCLAIMS, INC., a Nevada corporation ("Company"), and, David Mattingly, a resident of the State of Florida ("Executive").


WITNESSETH:


WHEREAS, the Company desires to employ Executive in accordance with the terms and conditions contained in this Agreement and to ensure the availability of the Executive's services to the Company; and


WHEREAS, the Executive desires to accept such employment and render his services in accordance with the terms and conditions contained in this Agreement; and which supercedes the Change of Control and Termination Agreement dated April 9, 2001; and the employment agreement Dated May 1st, 2003 and


WHEREAS, the Executive and the Company desire to enter into this Agreement which will fully recognize the contributions of the Executive and assure harmonious management of the Company's affairs.


NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:


1. Term of Employment


(a) Offer/Acceptance/Effective Date. The Company hereby offers employment to the Executive and the Executive hereby accepts employment subject to the terms and conditions set forth in this Agreement.


(b) Term. The term of this Agreement shall commence on the date first indicated above. The term of employment shall commence on May 1, 2005, and shall remain in effect for two (2) years thereafter ("Term").


2. Duties.


(a) General Duties. The Executive shall serve as the Chief Information Officer of the Company with duties and responsibilities that are customary for such executives plus such other responsibilities that are specifically assigned by the Chief Executive Officer of the Company.


(b) Best Efforts. The Executive covenants to use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement in a competent, diligent and faithful manner.


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(c) Devotion of Time. The Executive shall devote substantially all of his time, attention and energies during normal business hours to the Company's affairs (exclusive of periods of sickness and disability and of such normal holiday and vacation periods as have been established by the Company). Outside business opportunities may be pursued as long as those activities do not conflict with eAutoclaims.


3. Compensation and Expenses.


(a) Base Salary. For the services of the Executive to be rendered by him under this Agreement, the Company will pay the Executive for each of the periods indicated below an annual base salary ("Base Salary") as follows:


(i) From May 1, 2005 to April 30, 2006, the amount of $102,000;


(ii) Automatic Adjustment to Base:


Completion of capital raise: Increase Base by $5,000


Company hits EDITDA of $1 in any month: Increase base by
$18,000


(ii)From May 1, 2006 to April 30, 2007, the amount of $138,750;


The Company shall pay the Executive his Base Salary in equal installments no less frequently than on a monthly basis.


(b) Base Salary Adjustment. The Base Salary may not be decreased hereunder during the term of this Agreement, but may be increased upon review by, and at the sole discretion of, the Company's Board of Directors or the Chief Executive Officer.


(c) Stock Compensation: The Executive will receive 10,000 shares of the Company's common stock per month (restricted by the Securities and Exchange Commission's Rule 144), not to exceed 200,000 shares. The stock will vest upon the Company raising material working capital. The Executive has the option of receiving up to 25% of the value of the common shares in cash to help pay for the taxes. The value of the Company's common shares will be based on the closing price on the day of the shares become vested. The stock has piggy-back right to the companies S8 registration filing.


(d) Bonus. Executive may receive bonus compensation in an amount as approved by the Company's Board of Directors or the Chief Executive Officer in its sole discretion based upon the performance criteria as may be established by the Board of Directors or the Chief Executive Officer from time to time. Such bonuses may be paid in cash or issued in shares of the Company's common stock on such terms as approved by the Board of Directors or the Chief Executive Officer. The Executive will also be entitled to participate in the "Executive Bonus Plan" as set forth by the Company and may elect to take such cash compensation in Restricted Stock at a value equal to 90% of the Fair Market price.


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(e) Expenses. In addition to any compensation received pursuant to Section 3, the Company will reimburse the Executive for all reasonable, ordinary or necessary travel, educational, seminar, trade shows, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly accounts for such expenses to the Company in accordance with the Company's practices and the expense is approved by the CEO.


(f) Subsidiary and Affiliate Payments. In recognition of the fact that in the course of the performance of his duties hereunder, the Executive may provide substantial benefits to the Company's subsidiaries or affiliated companies, the Executive and the Company may at any time and from time to time agree that all or any portion of the compensation due the Executive hereunder may be paid directly to the Executive by one or more of the Company's subsidiaries or affiliated companies.


(g) Change of Control. For purposes of this Agreement, "Change of Control" means:


(1) The closing of any merger, combination, consolidation or similar business transaction involving the Company in which the holders of Common Stock immediately prior to such closing are not the holders of a majority of the ordinary voting securities of the surviving person in such transaction (a "Business Combination"); or


(2) The closing of any sale by the Company of all or substantially all of its assets to an acquiring person in which the holders of Common Stock immediately prior to such closing are not the holders of a majority of the ordinary voting securities of ...