JAWS TECHNOLOGIES INC /NY
8-K, 1999-11-15
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (D)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported) November 3, 1999


                             JAWS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>


NEVADA
(State  or  other  jurisdiction  of  incorporation  or  organization)


<S>                       <C>
         7371                         98-0167013
(Commission File Number)  (IRS Employer Identification Number)
</TABLE>



                           1013 17TH AVENUE SW T2T 0A7
                             CALGARY, ALBERTA CANADA
                    (Address of principal executive offices)

                                 (403) 508-5055
              (Registrant's telephone number, including area code)







ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS
- --------------------------------------------------

     On  November  3,  1999,  JAWS  Technologies Inc., a Nevada corporation (the
"Company"),  entered into an agreement, the effect of which was that the Company
acquired all of the issued and outstanding common shares of the capital stock of
Pace  Systems  Group  Inc.,  an  Ontario  Corporation  ("Pace")  from  all  the
shareholders  of  Pace  (the  "Sellers").  The  consideration  to be paid by the
Company  to  the  Sellers  for  the transaction was determined on an arms-length
basis through negotiations between the Sellers, the Company and their respective
advisors.  The  consideration to be paid by the Company is a maximum issuance of
1,731,932 common shares of the capital stock of the Company, valued at $1.70 USD
per  share,  to  be  released  over  the  next two years.  The consideration was
determined  by  using  an  evaluation method of 2.29 times the gross revenues of
Pace  resulting  in  a  purchase  price  of  approximately $2,944,284 USD.  When
determining the purchase price for Pace, the Company considered the value of all
the  assets  of  Pace  including:  physical  assets  as  reported in the audited
financials  dated  July  31,  1999,  historical revenues, customer lists and all
other  assets  including leases and goodwill.  Additionally the value of the key
employees  of  Pace  was  considered  to be an integral part of the goodwill and
value  of  Pace.  The  terms of the purchase, as described in the Share Purchase
Agreement,  as amended, include performance revenue targets and also include the
employment  of  Peter  Labrinos,  James  Wang,  Aidan  O'Brien  and Joseph Iuso.

     The  Pace assets were acquired indirectly from the Sellers: Peter Labrinos,
President  of  Pace  Systems,  James  Wang, Aidan O'Brien, Joseph Iuso, Vasiliki
Labrinos,  Panagiotis  Labrinos,  Cindy  Wang,  Joseph T. Lee and Mam Ling Wang.

     Prior  to  the  transactions  described  above,  there  was  no  material
relationship  between  the  Sellers  or  any  other  officers,  directors  or
shareholders  and  the Company or any of its affiliates, any director or officer
of  the  Company  or  any  associate  of  any  such  director  or  officer.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS
- ----------------------------------------------

   Financial  Statements

     (a)     Audited  financial  statements  for  Pace at July 31, 1999 and 1998
(filed  herewith).

     (b)     JAWS'  third  quarter  financials  ending September 30, 1999 (filed
herewith).

     (c)     Financial  Data  Schedule  (filed  herewith).

     (d)     Pro  forma  unaudited  financial  statements  are  to  be  filed by
amendment.

     (e)     Consent of Ernst & Young LLP for JAWS financials are to be filed by
amendment.

     (f)     Consent of Ernst & Young LLP for Pace financials are to be filed by
amendment.

   Exhibits

     Exhibit  A  -  Share Purchase Agreement dated November 3, 1999 between JAWS
Technologies  Inc.  and  the  Shareholders  of  Pace  Systems  Group Inc. (filed
herewith).

     Exhibit  B  -  Amending  Agreement  dated  November  3,  1999  between JAWS
Technologies,  Vendors (as defined in the agreement) and Pace Systems Group Inc.
(filed  herewith).

     Exhibit  C  -  Escrow  Agreement  dated  November  3,  1999  between  JAWS
Technologies  Inc.  and  Pace  Systems  Group  Inc.  (filed  herewith).

     Exhibit  D  -  Support  Agreement  dated  November  3,  1999  between  JAWS
Technologies  Inc.  and  Pace  Systems  Group  Inc.  (filed  herewith).

     Exhibit  E - Voting Exchange Trust Agreement dated November 3, 1999 between
JAWS  Technologies  Inc.  and  Pace  Systems  Group  Inc.  (filed  herewith).

     Exhibit F - Terms and Conditions of JAWS Technologies Inc. Preferred Voting
Stock  (filed  herewith).

     Exhibit  G  -  Exchangeable  Share  Provision  (filed  herewith).

     Exhibit  H  -  Press  Release  dated  November  2,  1999  (filed herewith).



                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

     JAWS  TECHNOLOGIES,  INC.



     By:/s/Robert  J.  Kubbernus
        ------------------------
              Robert  J.  Kubbernus,  President


Date:  November  15,  1999



<PAGE>
                                      F - 3
                          INDEPENDENT AUDITORS' REPORT




To  the  Director
PACE  SYSTEMS  GROUP

We have audited the accompanying balance sheets of PACE SYSTEMS GROUP as at July
31,  1999 and 1998 and the related statements of income (loss) and comprehensive
income  (loss)  and deficit and cash flows for the years ended July 31, 1999 and
1998.  These  financial  statements  are the responsibility of the Corporation's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those standards require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of  material  misstatement.  An  audit  includes  examining,  on  a  test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Corporation as at July 31,
1999  and July 31, 1998 and the results of its operations and its cash flows for
the years ended July 31, 1999 and 1998, in conformity with accounting principles
generally  accepted  in  the  United  States.




Toronto,  Canada,
October  1,  1999.     Chartered  Accountants

<PAGE>
PACE  SYSTEMS  GROUP
<TABLE>
<CAPTION>


                                 BALANCE SHEETS
                   [all amounts are expressed in Cdn. dollars]



As at July 31


<S>                                       <C>        <C>
                                              1999       1998
  $. . . . . . . . . . . . . . . . . . .  $

ASSETS
CURRENT
Cash . . . . . . . . . . . . . . . . . .    12,734    236,125
Accounts receivable. . . . . . . . . . .   350,831    193,813
Income taxes recoverable . . . . . . . .         -      2,238
TOTAL CURRENT ASSETS . . . . . . . . . .   363,565    432,176
- ----------------------------------------
Fixed assets, net [note 2] . . . . . . .     9,870      6,129
- ----------------------------------------
                                           373,435    438,305

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT
Accounts payable and accrued liabilities   129,045    542,501
Due to related parties [note 4]. . . . .   262,854        605
TOTAL CURRENT LIABILITIES. . . . . . . .   391,899    543,106
- ----------------------------------------
Commitment [note 6]

STOCKHOLDERS' DEFICIENCY
Authorized - 100 common shares
Issued
100 common shares at $1 [note 3] . . . .       100        100
Deficit. . . . . . . . . . . . . . . . .   (18,564)  (104,901)
TOTAL STOCKHOLDERS' DEFICIENCY . . . . .   (18,464)  (104,801)
- ----------------------------------------
                                           373,435    438,305
</TABLE>



See  accompanying  notes

On  behalf  of  the  Board:


     Director     Director

<PAGE>
PACE  SYSTEMS  GROUP
<TABLE>
<CAPTION>



                             STATEMENTS OF INCOME (LOSS) AND
                         COMPHRENSIVE INCOME (LOSS) AND DEFICIT
                       [all amounts are expressed in Cdn. dollars]



Year ended July 31




<S>                                                              <C>          <C>
                                                                       1999        1998
  $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $

REVENUE
Consulting fees . . . . . . . . . . . . . . . . . . . . . . . .   1,901,187   1,626,094
Subcontracting [note 4] . . . . . . . . . . . . . . . . . . . .   1,580,883   1,604,394
GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . . . . .     320,354      21,700
- ---------------------------------------------------------------

General and administrative. . . . . . . . . . . . . . . . . . .     232,198     116,392
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . .       1,819       1,599
                                                                    234,017     117,991
NET INCOME (LOSS) AND COMPREHENSIVE  INCOME (LOSS) FOR THE YEAR      86,337     (96,291)

Deficit, beginning of year. . . . . . . . . . . . . . . . . . .    (104,901)     (8,610)
- ---------------------------------------------------------------
DEFICIT, END OF YEAR. . . . . . . . . . . . . . . . . . . . . .     (18,564)   (104,901)
- ---------------------------------------------------------------
</TABLE>



See  accompanying  notes

<PAGE>
PACE  SYSTEMS  GROUP


                            STATEMENTS OF CASH FLOWS
                   [all amounts are expressed in Cdn. dollars]



Year  ended  July  31




     1999     1998
     $     $

OPERATING  ACTIVITIES
Net  income  (loss)  for  the  year     86,337     (96,291)
Adjustments  to  reconcile  loss  to  cash  flows  used
     in  operating  activities:
Depreciation     1,819     1,599
Net  change  in  non-cash  working  capital  balances
related  to  operations  [note  11]     (568,236)     69,284
CASH  USED  IN  OPERATING  ACTIVITIES     (480,080)     (25,408)
- -------------------------------------

INVESTING  ACTIVITIES
Purchase  of  fixed  assets     (5,560)     -
CASH  USED  IN  INVESTING  ACTIVITIES     (5,560)     -
- -------------------------------------

FINANCING  ACTIVITIES
Due  to  related  parties     262,249     (2,010)
CASH  PROVIDED  BY  (USED  IN)  FINANCING  ACTIVITIES     262,249     (2,010)
- -----------------------------------------------------

NET  DECREASE  IN  CASH  DURING  THE  YEAR     (223,391)     (27,418)
Cash,  beginning  of  year     236,125     263,543
- --------------------------
CASH,  END  OF  YEAR     12,734     236,125
- --------------------


See  accompanying  notes

<PAGE>

                                     F - 27
PACE  SYSTEMS  GROUP

                          NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT  ACCOUNTING  POLICES

Pace  Systems  Group [the "Corporation"] was incorporated in 1986 under the laws
of  Ontario.  The  Corporation's  purpose  is  providing  consulting services to
companies  relating  to  information  systems.

The  accompanying  financial statements reflect all adjustments which are in the
opinion  of management, necessary to reflect a fair presentation for the periods
being  presented.

These financial statements have, in management's opinion, been properly prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  more  significant  accounting  policies  are  summarized  below:

REVENUE  RECOGNITION

Consulting  fees  is  recognized  when  the  service  is  rendered  or  earned.

USE  OF  ESTIMATES

Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the use of estimates which would affect the amount of recorded assets,
liabilities,  revenue  and  expenses.  Actual  amounts  could  differ from these
estimates.

FIXED  ASSETS

Fixed  assets  are recorded at cost less accumulated depreciation.  Depreciation
is provided on a declining balance basis at rates which are designed to amortize
the  cost  of  the  assets  over  their  estimated  useful  lives  as  follows.

Furniture  and  fixtures     20%
Computer  hardware     30%

INCOME  TAXES

The  Corporation accounts for deferred income tax based on the liability method.
Under  the liability method, deferred income taxes are recognized for the future
tax  consequences  attributable  to  differences between the financial statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.


FOREIGN  CURRENCY  TRANSLATION

Monetary assets and liabilities denominated in foreign currencies are translated
into  Canadian  dollars at the rates of exchange prevailing at the balance sheet
date.  Non-monetary assets and liabilities denominated in foreign currencies are
translated  into  Canadian  dollars  at  historic  rates.  Revenue  and expenses
denominated  in  foreign  currencies are translated into Canadian dollars at the
prevailing  rates  at  the  transaction  dates.  Exchange  gains  and losses are
included  in  income.

CASH

Cash  comprises  of  cash  on  hand  and  balances  with  banks.

2.  FIXED  ASSETS
<TABLE>
<CAPTION>



Fixed assets consist of the following:
<S>                                     <C>            <C>      <C>
                                                 1999
                                        -------------
    ACCUMULATED. . . . . . . . . . . .  NET BOOK
  COST . . . . . . . . . . . . . . . .  DEPRECIATION   VALUE
  $. . . . . . . . . . . . . . . . . .  $              $

Furniture and fixtures . . . . . . . .         67,949   58,340  9,609
Computer hardware. . . . . . . . . . .          1,279    1,018    261
- --------------------------------------
                                               69,228   59,358  9,870

                                                 1998
                                        -------------
    ACCUMULATED. . . . . . . . . . . .  NET BOOK
  COST . . . . . . . . . . . . . . . .  DEPRECIATION   VALUE
  $. . . . . . . . . . . . . . . . . .  $              $

Furniture and fixtures . . . . . . . .         62,388   56,632  5,756
Computer hardware. . . . . . . . . . .          1,279      906    373
- --------------------------------------
                                               63,667   57,538  6,129
</TABLE>



3.  SHARE  CAPITAL
<TABLE>
<CAPTION>



Share capital consists of the following:
<S>                                       <C>    <C>
                                           1999  1998
  $. . . . . . . . . . . . . . . . . . .  $

AUTHORIZED
Limited to 100 common shares

ISSUED
100 common shares. . . . . . . . . . . .    100   100
- ----------------------------------------
</TABLE>



On  August  20,  1999,  the Articles of Incorporation were amended to change the
amount  of  authorized  common  shares  to  unlimited.

4.  RELATED  PARTY  TRANSACTIONS
<TABLE>
<CAPTION>


As  at  July  31,  the  Corporation  has  outstanding  account balances with its
shareholder  and  related  parties  as  follows:


<S>                                     <C>       <C>
                                            1999  1998
  $. . . . . . . . . . . . . . . . . .  $

1322669 Ontario Inc. . . . . . . . . .   262,395     -
Shareholder. . . . . . . . . . . . . .       459   605
- --------------------------------------
DUE TO SHAREHOLDER AND RELATED PARTIES   262,854   605
- --------------------------------------
</TABLE>



The  amount due to the shareholder is unsecured, non-interest bearing and is due
on  demand.
1322669  is  wholly  owned  by  the  Corporation's  sole  shareholder.
During  the  year,  the Corporation incurred expenses with related parties which
are  $369,645.
<TABLE>
<CAPTION>


Included in sub-contractor expenses are amounts incurred with related parties as
follows:


<S>                   <C>       <C>
                          1999    1998
  $. . . . . . . . .  $

PAID TO
1322669 Ontario Inc.   359,835       -
Shareholder's spouse     9,800  49,346
- --------------------
                       369,635  49,346
</TABLE>



5.  INCOME  TAXES
<TABLE>
<CAPTION>

The income tax benefit differs from the amount computed by applying the Canadian
federal\  statutory  tax  rates to the income (loss) before income taxes for the
following  reasons:


<S>                                           <C>        <C>
                                                  1999      1998
  $. . . . . . . . . . . . . . . . . . . . .  $
                                                  (22%)     (22%)

Income tax (benefit) at Cdn. Statutory rate.    19,000   (22,000)
Increase (decrease) in taxes resulting from:
Deferred tax asset valuation allowance . . .         -    22,000
Tax benefit of loss Carryforwards. . . . . .   (19,000)        -
- --------------------------------------------
                                                     -         -
</TABLE>


<TABLE>
<CAPTION>

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts used for income tax purposes.  The components of the
Company's  deferred  tax  assets  are  as  follows:


<S>                                     <C>    <C>
                                         1999     1998
  $. . . . . . . . . . . . . . . . . .  $

Deferred tax assets (liabilities):
Tax benefit of loss Carryforwards. . .      -   22,000
- --------------------------------------
Deferred tax assets net of liabilities      -   22,000
- --------------------------------------
Valuation allowance. . . . . . . . . .      -  (22,000)
- --------------------------------------  -----  --------
Net deferred tax assets. . . . . . . .      -        -
</TABLE>


The  Company  has provided a valuation allowance for the full amount of deferred
tax  assets  in  light  of  its  history  of  operating  losses.

6.  COMMITMENT
<TABLE>
<CAPTION>


The  Corporation  is  committed  to  the  following  future minimum annual lease
payments  for  leasing  office  space:


<S>    <C>

       $

2000.    74,476
2001.    74,476
2002.    43,445
- -----
Total   192,397
- -----
</TABLE>



Under the operating leases for office space, the Corporation is also required to
pay for operating expenses.  These amounts vary from year to year dependent upon
usage  and  are,  therefore,  not  included  in  the future minimum annual lease
payments  shown  above.

7.  SEGMENTED  INFORMATION

The  Company's  activities  are  conducted  in  one  operating  segment with all
activities  relating  to  development and sale of encryption software.  To date,
all  the  activities  have  occurred  in  Canada,  the United States and Europe.

8.  FINANCIAL  INSTRUMENTS

Financial instruments comprising cash, accounts receivable, accounts payable and
accrued  liabilities,  approximate their fair value.  It is management's opinion
that  the Company is not exposed to significant currency or credit risks arising
from  these  financial  instruments.

9.  CREDIT  RISKS

Accounts receivable are subject to concentration of credit risk.  As at the year
end  43%  of  accounts  receivable  is  outstanding  with  two  customers.

10.  RECENT  PRONOUNCEMENTS

In  June,  1998,  the  FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities", the implementation of which has been delayed one year.  The
Company  does  not  acquire  derivatives  or  engage  in  hedging  activities.

11.  CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
<TABLE>
<CAPTION>


The  net  change  in  non-cash  working  capital  balances related to operations
consists  of  the  following:


<S>                                       <C>         <C>
                                               1999       1998
  $. . . . . . . . . . . . . . . . . . .  $

Accounts receivable. . . . . . . . . . .   (157,018)  (172,608)
Income taxes recoverable . . . . . . . .      2,238     (2,238)
Accounts payable and accrued liabilities   (413,456)   246,368
Income taxes payable . . . . . . . . . .          -     (2,238)
- ----------------------------------------
Change relating to operating activities.   (568,236)    69,284
- ----------------------------------------
</TABLE>




12.  ECONOMIC  DEPENDENCE

Approximately  29% of the Corporation's sales were made to two customers.  These
customers  accounted for 24% of the Corporation's accounts receivable balance at
year  end.

Approximately  31% of the Corporation's subcontracting expenses were provided by
two  vendors.  These  vendors  accounted  for  23% of the Corporation's accounts
payable  balance  at  year  end.

13.  SUBSEQUENT  EVENTS

In  October  1999,  the Corporation's sole shareholder agreed to sell all of the
Corporation's  issued shares to Jaws Technologies Inc.  The Corporation has been
dealing  with  Jaws  Technologies  Inc.  as a customer in the ordinary course of
business  during  1999.

<PAGE>
JAWS  TECHNOLOGIES,  INC.

<TABLE>
<CAPTION>


                                  CONSOLIDATED BALANCE SHEETS
                          (all amounts are expressed in U.S. dollars)
                              (see basis of presentation - note 1)

                           SEPTEMBER 30,     DECEMBER 31,     DECEMBER 31,

                                                              1999          1998        1997
<S>                                                       <C>           <C>           <C>
  $. . . . . . . . . . . . . . . . . . . . . . . . . . .  $             $
- --------------------------------------------------------  ------------  ------------

  (unaudited)
ASSETS
CURRENT
Cash . . . . . . . . . . . . . . . . . . . . . . . . . .      664,428        33,732        111
Term deposits  [note 4]. . . . . . . . . . . . . . . . .       27,000             -          -
Accounts receivable. . . . . . . . . . . . . . . . . . .      421,138         7,243          -
Due from related parties [note 7]. . . . . . . . . . . .            -        13,118          -
Prepaid expenses and deposits. . . . . . . . . . . . . .       86,828       140,456      7,500
                                                            1,199,394       194,549      7,611
Fixed assets, net of $82,292 (December 31, 1998 -
13,461; December 31, 1997 - $1,160) accumulated
 depreciation [note 5] . . . . . . . . . . . . . . . . .      498,004        78,830      2,320
                                                            1,697,398       273,379      9,931

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT
Accounts payable and accrued liabilities . . . . . . . .      897,947       428,600     32,976
Current portion of capital lease obligations payable
[note 12]. . . . . . . . . . . . . . . . . . . . . . . .       14,119             -          -
Due to related parties [note 7]. . . . . . . . . . . . .      196,258       197,115          -
Due to stockholders [note 7] . . . . . . . . . . . . . .        2,044        74,717     78,159
                                                            1,110,368       700,432    111,135

Capital lease obligations payable [note 12]. . . . . . .       66,989             -          -
Convertible debentures [note 8]. . . . . . . . . . . . .    1,091,348       146,606          -
                                                            1,158,337       146,606     78,159

COMMITMENTS [NOTE 10]
STOCKHOLDERS' DEFICIENCY
Authorized
 95,000,000 common shares at $0.001 par value
        5,000,000 preferred shares at $0.001 par value
Common stock issued and paid-up [note 6] . . . . . . . .       15,114        10,612      4,000
Capital in excess of par value . . . . . . . . . . . . .    5,369,891     2,212,153     31,650
Contributed surplus. . . . . . . . . . . . . . . . . . .    1,241,607       425,559          -
Cumulative translation adjustment. . . . . . . . . . . .     (145,643)       (8,842)         -
Deficit. . . . . . . . . . . . . . . . . . . . . . . . .   (7,052,276)   (3,213,141)  (136,854)
                                                             (571,307)     (573,659)  (101,204)
                                                          ------------  ------------  ---------
                                                            1,697,398       273,379      9,931
                                                          ------------  ------------  ---------
</TABLE>



See  accompanying  notes

On  behalf  of  the  Board:
                    Director               Director

<PAGE>
JAWS  TECHNOLOGIES,  INC.
<TABLE>
<CAPTION>



               CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT AND COMPREHENSIVE LOSS
                          (all amounts are expressed in U.S. dollars)



                                                  PERIOD FROM
                                                 INCORPORATION
                                                JANUARY 27, TO
                         NINE MONTHS ENDED     YEAR ENDED      DECEMBER 31,

                                       SEPTEMBER 30,    DECEMBER 31,
                                      ---------------  --------------
                                           1999             1998           1998         1997
                                      ---------------  --------------  ------------
                                            $               $              $
<S>                                   <C>              <C>             <C>           <C>

  (unaudited)

REVENUE [note 7] . . . . . . . . . .         372,630          28,440        29,068           -

EXPENSES [NOTE 7]
Accounting and legal . . . . . . . .         246,909         105,372       186,128      69,952
Advertising and promotion. . . . . .         234,398         194,764       218,574      35,000
Consulting . . . . . . . . . . . . .         438,655         685,375       514,894      30,731
Depreciation and amortization. . . .          67,462           8,877        14,041         580
Directors' fees. . . . . . . . . . .          97,501               -        33,333           -
Management fees. . . . . . . . . . .         147,036               -             -           -
Amortization of deferred financing
fees [note 8]. . . . . . . . . . . .          75,601               -         5,158           -
Foreign exchange loss. . . . . . . .          10,248               -          (431)          -
Non cash interest expense. . . . . .         833,115               -       381,688           -
Interest expense and bank charges. .           6,197               -         2,869           -
Investor relations . . . . . . . . .         100,255               -       258,016           -
Office and administration. . . . . .         110,638               -        83,143           -
Other. . . . . . . . . . . . . . . .         291,420          76,649        52,928         591
Rent . . . . . . . . . . . . . . . .         180,840          13,523        29,637           -
Sub-contracting costs. . . . . . . .         337,712               -             -           -
Travel . . . . . . . . . . . . . . .         281,643         120,342       132,646           -
Wages and employee benefits. . . . .         752,135         124,599       283,728           -
Software development costs
 [note 3]. . . . . . . . . . . . . .               -         909,003       909,003           -
                                           4,211,765       2,238,504     3,105,355     136,854
LOSS FOR THE PERIOD [NOTE 10]. . . .      (3,839,135)     (2,210,064)   (3,076,287)   (136,854)
- ------------------------------------  ---------------  --------------  ------------  ----------
OTHER COMPREHENSIVE LOSS
Foreign currency translation
adjustment . . . . . . . . . . . . .        (136,801)        (29,847)       (8,842)          -
COMPREHENSIVE LOSS . . . . . . . . .      (3,975,936)     (2,239,911)   (3,085,129)   (136,854)

DEFICIT, BEGINNING OF PERIOD . . . .      (3,213,141)       (136,854)     (136,854)          -
LOSS FOR THE PERIOD. . . . . . . . .      (3,839,135)     (2,210,064)   (3,076,287)   (136,854)
DEFICIT, END OF PERIOD . . . . . . .      (7,052,276)     (2,346,918)   (3,213,141)   (136,854)

Loss per common share [note 9] . . .           (0.30)          (0.31)        (0.42)      (0.03)
Weighted average number of shares
outstanding. . . . . . . . . . . . .      12,837,302       7,101,869     7,405,421   4,000,000
</TABLE>



See  accompanying  notes

<PAGE>
JAWS  TECHNOLOGIES,  INC.
<TABLE>
<CAPTION>


                           CONSOLIDATED STATEMENT OF CHANGES IN
                                   STOCKHOLDERS' EQUITY
                       (all amounts are expressed in U.S. dollars)

                                       CAPITAL IN
                                       -----------
                                           PAR      EXCESS OF    CONTRIBUTED
                                         SHARES       VALUE       PAR VALUE     SURPLUS
                                            $           $             $
<S>                                    <C>          <C>         <C>            <C>

BALANCE, JANUARY 27, 1997
Issuance of common stock for cash . .    4,000,000       4,000        56,000      60,000
Less share issue costs. . . . . . . .            -           -       (24,350)    (24,350)
BALANCE, DECEMBER 31, 1997. . . . . .    4,000,000       4,000        31,650           -
- -------------------------------------  -----------  ----------  -------------  ----------
Issuance of common stock for
services [note 6] . . . . . . . . . .      400,000         400       199,600           -
- -------------------------------------  -----------  ----------  -------------  ----------
Issuance of common stock on
acquisition of subsidiary [note 4]. .    1,500,000       1,500       838,248           -
Issuance of common stock for cash . .    2,800,000       2,800     1,017,200           -
Warrants issued with issuance of
convertible debentures [note 8] . . .            -           -             -     342,857
Equity component of convertible
debentures [note 8] . . . . . . . . .            -           -             -     118,462
Equity component of financing fees
[note 8]. . . . . . . . . . . . . . .            -           -             -     (11,760)
Equity component of financing fees
[note 8]. . . . . . . . . . . . . . .            -           -             -     (24,000)
Issue of common stock upon
conversion of convertible debentures
[note 8]. . . . . . . . . . . . . . .    1,912,317       1,912       211,886           -
Financing fee associated with
converted debentures [note 8] . . . .            -           -       (21,117)          -
Share issue costs . . . . . . . . . .            -           -       (65,314)
BALANCE, DECEMBER 31, 1998. . . . . .   10,612,317      10,612     2,212,153     425,559
(UNAUDITED)
- -------------------------------------
Issuance of common stock for cash . .      317,188         317       101,183           -
Equity component of convertible
debentures [note 8] . . . . . . . . .            -           -             -     424,575
Equity component of financing fees
[note 8]. . . . . . . . . . . . . . .            -           -             -     (14,000)
Issuance of common stock for cash . .    4,044,761       4,044     2,867,756           -
Equity component of convertible
debenture [note8] . . . . . . . . . .            -           -             -     193,292
Equity component of financing fee
[note 8]. . . . . . . . . . . . . . .            -           -             -     (19,329)
Warrants issued with issuance of
convertible debentures [note 8] . . .            -           -             -     341,538
Equity component of financing fee
[note 8]. . . . . . . . . . . . . . .            -           -             -    (110,028)
Issuance of common stock in
settlement of trade payable . . . . .      141,000         141       188,799           -
BALANCE, SEPTEMBER 30, 1999 . . . . .   15,115,266      15,114     5,369,891   1,241,607
</TABLE>



See  accompanying  notes

<PAGE>
JAWS  TECHNOLOGIES,  INC.

<TABLE>
<CAPTION>


                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (all amounts are expressed in U.S. dollars)

                                                    PERIOD FROM
                                                   INCORPORATION
                                                  JANUARY 27, TO
                           NINE MONTHS ENDED     YEAR ENDED      DECEMBER 31,

                                            SEPTEMBER 30,    DECEMBER 31,
                                           ---------------  --------------
                                                1999             1998           1998        1997
                                           ---------------  --------------  ------------
                                                 $               $              $
  (unaudited)
- -----------------------------------------
<S>                                        <C>              <C>             <C>           <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Loss for the period . . . . . . . . . . .      (3,839,135)     (2,210,064)   (3,076,287)  (136,854)
Adjustments to reconcile loss to cash
flows used in operating activities:
Consulting expense not involving the
payment of cash [note 6]. . . . . . . . .               -         200,000       200,000          -
Depreciation and amortization . . . . . .          67,462           8,877        14,041        580
Amortization of deferred financing
fees. . . . . . . . . . . . . . . . . . .          75,601               -         5,158          -
Software development costs. . . . . . . .               -         909,189       909,003          -
Non-cash interest expense on warrants . .               -               -       257,143          -
Non-cash interest expense on
convertible debentures. . . . . . . . . .         755,792               -       118,462          -
Non-cash interest expense on
convertible debenture conversion and
 accrued interest . . . . . . . . . . . .          77,323               -         6,083          -
Changes in non-cash working capital
balances [note 13]. . . . . . . . . . . .         121,341         364,410       439,422     25,476
                                               (2,741,731)       (727,588)   (1,126,975)  (110,798)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of fixed assets. . . . . . . . .        (542,329)       (134,474)     (115,584)    (2,900)
Purchase of term deposits [note 4]. . . .         (27,000)              -             -          -
                                                 (569,329)       (134,474)     (115,584)    (2,900)
                                           ---------------  --------------  ------------  ---------

CASH FLOWS GENERATED BY (USED IN)
FINANCING ACTIVITIES
Proceeds from the issuance of common
stock, net of issue costs . . . . . . . .       3,024,314         954,686       954,686     35,650
Repayment of stockholder advances . . . .         (72,673)       (117,044)      (78,159)    78,159
Proceeds from stockholder advances. . . .               -          24,309        20,273          -
Proceeds on issue of convertible
debenture . . . . . . . . . . . . . . . .       1,100,000               -       420,000          -
Financing fees on issue of convertible
debenture . . . . . . . . . . . . . . . .        (110,000)              -       (42,000)         -
                                                3,941,641         861,951     1,274,800    113,809
                                           ---------------  --------------  ------------  ---------

INCREASE (DECREASE) IN CASH . . . . . . .         630,696            (111)       32,241        111
Cash acquired on acquisition of
subsidiary. . . . . . . . . . . . . . . .               -               -         1,380          -
Cash, beginning of period . . . . . . . .          33,732             111           111          -
CASH, END OF PERIOD . . . . . . . . . . .         664,428               -        33,732        111
</TABLE>



See  accompanying  notes

<PAGE>
                                      F - 1
JAWS  TECHNOLGOIES,  INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.     BASIS  OF  PRESENTATION
Jaws  Technologies,  Inc.,  (the "Company") was incorporated on January 27, 1997
under  the  laws of the State of Nevada as "E-Biz" Solutions, Inc.  On March 27,
1998,  "E-Biz"  Solutions, Inc. changed its name to Jaws Technologies, Inc.  The
business purpose is developing and selling encryption software. These activities
are  carried  out  through  the  Company's  wholly  owned  Canadian  subsidiary.
The  accompanying  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  in  the  normal  course  of  business.  As  shown  in the financial
statements, the Company has a working capital deficiency of $505,883 at December
31,  1998,  a  deficit  of  $3,213,141 at December 31, 1998 and $7,052,276 as at
September  30,  1999  and net operating cash outflows of $2,741,616 for the nine
month  period  ended  September  30,  1999.  Although  it has a positive working
capital  balance of $89,026 at September 30, 1999, the Company's continuation as
a going concern is dependent on its ability to generate sufficient cash flow, to
meet its obligations on a timely basis, to obtain additional financing as may be
required, and ultimately to attain successful operations.  However, no assurance
can  be  given  at this time as to whether the Company will achieve any of these
conditions.  These  factors,  among  others,  raise  substantial doubt about the
Company's  ability  to continue as a going concern.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts  or  the amounts and classification of liabilities that
might  be  necessary should the Company be unable to continue as a going concern
for  a  reasonable  period  of  time.
Management believes that additional funding will be required to finance expected
operations  until  a  market  has  been  developed  for  the Company's software.
Management intends to seek additional financing through future private or public
offerings  of  stock  and  through  the  exercise  of  stock  options.
The  accompanying financial statements reflect all adjustments which are, in the
opinion  of management, necessary to reflect a fair presentation for the periods
being  presented.
2.     SIGNIFICANT  ACCOUNTING  POLICIES
The  financial  statements have, in management's opinion, been properly prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.
USE  OF  ESTIMATES
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the use of estimates which would affect the amount of recorded assets,
liabilities,  revenues  and  expenses.  Actual  amounts  could differ from these
estimates.
CONSOLIDATION
The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries,  Jaws  Technologies,  Inc., an Alberta, Canada
corporation  ("Jaws  Alberta"),  and Jaws Technologies (Ontario) Inc. an Ontario
Canada  corporation ("Jaws Ontario"), after elimination of intercompany accounts
and  transactions.
FIXED  ASSETS
Fixed  assets  are  recorded at cost and are depreciated at the following annual
rates which are designed to amortize the cost of the assets over their estimated
useful  lives.
     Furniture  and  fixtures     -  20%  diminishing  balance
     Computer  hardware     -  33%  straight  line
     Computer  software  for  internal  use     -  33%  straight  line
     Leasehold  improvements     -  20%  straight  line
SOFTWARE  DEVELOPMENT
Software  development  costs are expensed when technological feasibility has not
yet  been  established.  Subsequent  to  establishing technological feasibility,
such  costs  are  capitalized  until  the  commencement  of  commercial  sales.
FINANCING  FEES
Financing  fees  associated  with that portion of the 10% convertible debentures
classified  as  debt are deferred and amortized over the life of the debentures.
Financing  fees  associated  with  that  portion  of  the convertible debentures
classified  as  contributed  surplus  is  charged to that account.  The pro rata
portion  of  financing  fees  associated with converted debentures is charged to
share  capital  in  excess  of  par  value.
REVENUE  RECOGNITION
Revenue  from  selling  encryption  software  is recognized when the software is
delivered.  Consulting  fees  are  recognized  when the services are rendered or
earned.
ADVERTISING
Advertising  costs  are  expensed  as  incurred.
INCOME  TAXES
The  Company  follows  the  liability method of accounting for the tax effect of
temporary  differences  between  the  carrying  amount  and the tax basis of the
company's  assets  and  liabilities.  Temporary  differences  arise  when  the
realization  of  an  asset  or  the settlement of a liability would give rise to
either  an  increase  or  decrease in the Company's income taxes payable for the
year  or  later  period.  Deferred  income  taxes are recorded at the income tax
rates  that  are expected to apply when the deferred tax liability is settled or
the  deferred  tax  asset is realized.  When necessary, valuation allowances are
established  to  reduce  deferred income tax assets to the amount expected to be
realized.  Income  tax  expense is the tax payable for the period and the change
during  the  period  in  deferred  income  tax  assets  and  liabilities.
FOREIGN  CURRENCY  TRANSLATION
The  functional  currency  of the Company's subsidiaries is the Canadian dollar.
Accordingly,  assets  and  liabilities of the subsidiaries are translated at the
year-end  exchange  rate  and  revenues  and  expenses are translated at average
exchange  rates.  Gains and losses arising from the translation of the financial
statements  of  the  subsidiaries  are  recorded  in  a  "Cumulative Translation
Adjustment"  account  in  stockholders'  equity.
LOSS  PER  COMMON  SHARE
The  loss  per  common  share  has been calculated based on the weighted average
number  of  common  shares  outstanding during the period.  Diluted earnings per
share,  assuming  all  warrants, options and conversion features were exercised,
does  not  differ  from  basic  earnings  per  share.
STOCK  OPTIONS
The  Company  applies  the  intrinsic  value  method  prescribed  by  Accounting
Principles  Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
related  interpretations in accounting for its stock option plans.  Accordingly,
no  compensation  cost is recognized in the accounts as options are granted with
an  exercise  price  that  approximates  the  prevailing  market  price.
PRIOR  YEAR  AMOUNTS
Certain prior year amounts have been reclassified to conform to the presentation
adopted  in  1999.
3.     ACQUISITION
On  February  10, 1998 the Company issued 1,500,000 restricted common shares, as
well  as  options  to  purchase 400,000 shares of its restricted common stock at
$0.50  per  share  in  exchange  for all of the outstanding common stock of Jaws
Alberta.  The  options  issued  in  connection  with  the  acquisition have been
ascribed  no  value.  Jaws  Alberta was a development stage company which at the
time  of  acquisition  was  in the process of creating a new encryption software
product.  The  acquisition  has  been  accounted  for  by  the  purchase method.
<TABLE>
<CAPTION>

The purchase price, and thereby the amounts allocated to software and the shares
issued,  net  of  other assets and liabilities acquired, was determined based on
estimates  by  management as to the replacement cost for the encryption software
development  which  had  been  incurred by Jaws Alberta prior to the acquisition
date.  The purchase price has been allocated to the net assets acquired based on
their  estimated  fair  values  as  follows:

                                          $
                                      ---------
<S>                                   <C>

Net assets acquired
Non-cash working capital . . . . . .    (5,087)
Software under development . . . . .   909,003
Fixed assets . . . . . . . . . . . .     2,891
Due to stockholders. . . . . . . . .   (54,443)
Net assets acquired, excluding cash.   852,364
- ------------------------------------  ---------
Acquisition costs. . . . . . . . . .   (13,996)
Cash acquired. . . . . . . . . . . .     1,380
Net assets acquired for common stock   839,748
</TABLE>


The  amount  allocated  to  software  under  development  relates  to encryption
software  and  its  related  algorithms,  including  the  "L5"  software.  This
software,  at  the  time  of  purchase,  was not completely developed, tested or
otherwise  available for sale and therefore has been immediately expensed in the
accompanying  consolidated  statements  of loss and deficit.  Coding and testing
activities  for  this  software  were  completed  on  July  31,  1998.
The  operating  results of the acquired company are included in the consolidated
statements of loss, deficit and comprehensive loss from the date of acquisition.
Pro  forma  loss  and  pro forma loss per common share for the nine month period
ended September 30, 1998, giving effect to the acquisition of Jaws Alberta as at
January  1,  1998 are $2,217,462 and $0.31 respectively (year ended December 31,
1998  -  $3,083,685  and $0.42 respectively).  Pro forma revenue does not differ
from  that  recorded for the period to September 30, 1998, being $28,440, or for
the  period  to  December  31,  1998,  being  $29,068.
4.  TERM  DEPOSITS
The term deposits are on deposit with a Canadian Chartered Bank.  These deposits
have  been  pledged  as security for certain corporate credit cards, and as such
are  not  available for the Company's general use.  These deposits earn interest
at  2.95  percent  per  annum  and  mature  May  9,  2000.
<TABLE>
<CAPTION>

5.     FIXED  ASSETS
     SEPTEMBER  30,  1999


                                     ACCUMULATED     NET BOOK
                                        COST       DEPRECIATION    VALUE
                                    -------------
<S>                                 <C>            <C>            <C>
                                    $              $              $
                                    -------------  -------------  --------
Furniture and fixtures . . . . . .        261,184         29,978   231,206
- ----------------------------------  -------------  -------------  --------
Computer hardware. . . . . . . . .        122,815         27,769    95,046
Computer software for internal use         33,937          6,680    27,257
Leasehold improvements . . . . . .        162,360         17,865   144,495
                                          580,296         82,292   498,004
  DECEMBER 31,
                                             1998
                                    -------------
    ACCUMULATED. . . . . . . . . .  NET BOOK
  COST . . . . . . . . . . . . . .  DEPRECIATION   VALUE
- ----------------------------------
  $. . . . . . . . . . . . . . . .  $              $
Furniture and fixtures . . . . . .         31,758          6,482    25,276
- ----------------------------------  -------------  -------------  --------
Computer hardware. . . . . . . . .         47,371          5,534    41,837
Computer software for internal use         13,162          1,445    11,717
                                           92,291         13,461    78,830
</TABLE>


6.     SHARE  CAPITAL
AUTHORIZED
95,000,000 common shares at $0.001 par value (increased from 20,000,000 April 8,
1999)
  5,000,000  preferred  shares  at  $0.001  par  value
COMMON  STOCK  ISSUED
During  1998,  the 400,000 restricted common shares issued for services provided
by  two consultants in relation to the establishment of the capital structure of
the  Company.  The  shares  were  recorded  at  their  estimated  fair  value of
$200,000.
COMMON  STOCK  HELD  IN  ESCROW
Upon  entering  into  the  10%  convertible debenture agreement (see note 8) the
Company  placed  9,500,000  shares  in  escrow  relating  to  the  $2 million of
financing.  In  addition,  1,071,429  shares  and  357,143 shares were placed in
escrow  relating  to  the purchasers' and agent's warrants issued in relation to
the  10%  convertible  debenture  agreement.
OPTIONS
<TABLE>
<CAPTION>

As  at  September 30, 1999, the Company has issued 2,360,600 options to purchase
common  stock  to the Company's directors, officers and employees.  Of the total
issued, none have been exercised as at September 30, 1999.  Details of the stock
options  outstanding  at  September  30,  1999  are  as  follows:


NUMBER OF OPTIONS  EXERCISE PRICE  EXPIRY DATE
- -----------------  --------------  -------------------
<C>                <C>             <S>


          200,000            0.15    February 22, 2008
           50,000            0.23    June 30, 2008
           35,000            0.23    June 30, 2008
           31,000            0.33    June 30, 2008
          143,000            0.37    June 30, 2008
           22,000            0.40    June 30, 2008
          400,000            0.48    August 1, 2000
          706,500            0.48    June 30, 2008
           82,500            0.58    June 30, 2008
           71,000            0.62    June 30, 2008
           10,000            0.65    June 30, 2008
           36,000            0.69    June 30, 2008
           20,000            0.71    June 30, 2008
           62,000            0.73    June 30, 2008
           43,500            0.75    June 30, 2008
           75,000            0.77    June 30, 2008
            5,000            0.81    June 30, 2008
           47,500            0.82    June 30, 2008
          250,000            0.87    June 30, 2008
            5,600            0.98    June 30, 2008
           65,000            2.44    June 30, 2008
        2,360,600
- -----------------
</TABLE>


The  fair value of each option granted to date is estimated on the date of grant
using  the  Black  Scholes  option-pricing model with the following assumptions:
expected  volatility  of  167%,  risk-free interest rate of 4.87%; no payment of
common  share  dividends;  and expected life of 10 years.  Had compensation cost
for  these  plans  been  determined  based  upon  the  fair value at grant date,
consistent  with the methodology prescribed in Statement of Financial Accounting
Standards No. 123, "accounting for Stock-Based compensation," the Company's loss
and  loss  per  common  share for the nine month period ended September 30, 1999
would have been $4,220,310 and $0.33 respectively (year ended December 31, 1998:
$3,324,618  and  $0.45  respectively).
During  1998,  the  Company  had  entered  into  a  Put Option agreement with an
investor  which  allowed  the  Company to require the investor to purchase up to
25,000,000 shares of the common stock of the Company.  In addition, the investor
was  to  be granted warrants to purchase up to 3,000,000 shares of common stock.
On  April  26, 1999, the Company and the investor agreed to cancel the agreement
in  exchange  for warrants to the investor to purchase up to 1,000,000 shares of
common stock at an exercise price of $0.70 per share.  The warrants expire April
15,  2002.
On  June  21,  1999,  the  Company issued 834,000 share purchase warrants, which
entitle  the  holder to purchase  834,000 common shares at $2.25 per share until
June  20,  2001.  On August 26, 1999 the Company issued 141,000 common shares at
$1.34  per  common  share  in  settlement  of  a  trade  payable.
7.     RELATED  PARTY  TRANSACTIONS
<TABLE>
<CAPTION>

Amounts  due  to  related  parties  consist  of  the  following  amounts:

                   SEPTEMBER 30,     DECEMBER 31,     DECEMBER 31,

                                 1999      1998     1997
  $                               $         $
- -----------------------------  --------
<S>                            <C>       <C>       <C>
DUE FROM RELATED PARTIES
Futurelink Corp.. . . . . . .         -     9,073       -
Futurelink/Sysgold Ltd. . . .         -     4,045       -
                                      -    13,118       -

DUE TO RELATED PARTIES
Officers and stockholders . .    12,849    43,588       -
Futurelink Corp.. . . . . . .    18,602    32,175       -
Willson Stationers Ltd. . . .     7,304     1,352       -
Directors . . . . . . . . . .   157,503   120,000       -
                                196,258   197,115       -

DUE TO STOCKHOLDERS
Bankton Financial Corporation         -    15,775       -
Cameron Chell . . . . . . . .     2,044     1,957       -
Hampton Park Ltd. . . . . . .         -    56,985       -
Other stockholder . . . . . .         -         -  78,159
                                  2,044    74,717  78,159
</TABLE>


Effective  July 31, 1999 the Company entered into an agreement with Pace Systems
Group  Inc., a related party (see note 17), whereby Pace assigned certain of its
revenue  contracts  to the Company.  During the period from July 31 to September
30,  1999 the Company earned $337,988 from these contracts, which is included in
revenues  on  the  accompanying financial statements.  The Company also incurred
sub-contracting  costs  in respect of these contracts, in the amount of $337,712
which  is  included  in  expenses  in  the  accompanying  financial  statements.
During  the  year  ended December 31, 1998, the Company incurred $76,612 in fees
associated  with  computer  services  provided by Futurelink Corp., an entity of
which  certain  directors are also directors of the Company.  There were $28,289
fees  incurred  during the period ended September 30, 1999. The Company provided
sales  to  Futurelink  Corp.  during  the period ended September 30, 1999 in the
amount  of  $2,925  (December 31, 1998 - $9,073).  The fees charged by and sales
provided  to  Futurelink  Corp.  are  recorded  at  their  exchange  amounts.
During the year ended December 31, 1998, the Company provided services of $4,045
to  Futurelink/Sysgold  Ltd.,  an  entity  of  which  certain directors are also
directors  of the Company.  This amount was included in due from related parties
at December 31, 1998. These services are provided on normal commercial terms and
conditions.  No  services  were  provided  to Futurelink/Sysgold Ltd. during the
period  ended  September  30,  1999.
Office and administration expenses for the nine month period ended September 30,
1999,  include  $11,858  (December 31, 1998 - $8,035) paid to Willson Stationers
Ltd.,  an  entity  of which certain directors are also directors and officers of
the  Company.  These  transactions  are  recorded  at  their  exchange  amounts.
Consulting  fees  for  the  year  ended  December  31, 1998, include $198,168 to
officers  and  stockholders  of  the  Company  for  services  provided.
Due to stockholders represents advances received by the Company.  The amount due
to Hampton Park Ltd., a company owned by a stockholder, bears interest at 8% per
annum and has no set repayment terms.  The remaining amounts due to stockholders
do  not  carry  interest and have no set repayment terms.  All stockholders have
indicated  they  do  not  intend  to  demand  repayment  within  the  next year.
The Company entered into an agreement to lease premises from a stockholder.  The
lease  began  on November 1, 1998 and is for a five year term.  The minimum rent
is  $9.42 per square foot per annum with 9,920 square feet of net rentable area.
Additional  rent  is estimated at $4.03 per square foot of net rentable area per
annum.  The net rent expense recognized in the nine month period ended September
30,  1999  was  $67,870  (year  ended  December  31,  1998  -  $3,991).
<TABLE>
<CAPTION>

8.     CONVERTIBLE  DEBENTURES
                                SEPTEMBER 30,     DECEMBER 31
                                        1999     1998

                                                                     $           $
                                                                -----------  ----------
<S>                                                             <C>          <C>

PRINCIPAL
Net balance outstanding, beginning of period . . . . . . . . .     146,606           -
Funds advanced to date . . . . . . . . . . . . . . . . . . . .   1,100,000     420,000
Debentures converted during the period . . . . . . . . . . . .           -    (210,000)
                                                                 1,246,606     210,000

FINANCING FEES
Fees paid on funds advanced to date. . . . . . . . . . . . . .    (110,000)    (42,000)
Intrinsic value associated with equity component of debentures      33,329      11,760
Fees paid through issuance of warrants to agent. . . . . . . .    (341,538)    (85,714)
Intrinsic value associated with equity component of debentures     110,027      24,000
Amortization of financing fees to date . . . . . . . . . . . .      75,601       5,158
Financing fees associated with debentures converted to date. .           -      21,117
                                                                  (232,581)    (65,679)

INTEREST EXPENSE
Accrued interest expense . . . . . . . . . . . . . . . . . . .      77,323       2,285
NET BALANCE OUTSTANDING, END OF PERIOD . . . . . . . . . . . .   1,091,348     146,606
</TABLE>


On  September  25,  1998  the  Company  entered  into  an agreement to issue 10%
convertible  debentures  in  series  of  $200,000  up  to a total of $2,000,000,
subject  to  the Company meeting certain conditions, which mature on October 31,
2001.  The  holders have the right to convert the debentures in increments of at
least  $100,000,  at  a price equal to the lower of $0.28 and 78% of the average
closing  bid  price  of  the  Company's  common stock for the three trading days
immediately  preceding  the Notice of Conversion served on the Company.  For the
$500,000  of  convertible  debentures  that  were  issued  on  January 26, 1999,
$250,000  of  debentures  can  be converted at a fixed price of $0.40 per common
share and the remaining $250,000 can be converted into shares at a fixed rate of
$0.28  per  common  share.  The Company may prepay any or all of the outstanding
principal amounts at any time, upon thirty days' notice, subject to the holders'
right  to  convert into common shares.  A financing fee of 10% is charged on the
principal  sum of each convertible debenture issued.  Interest is payable on the
maturity  date.  At  the  holders'  election,  interest can be settled in common
stock  of  the  Company  based  on  market  prices.
On  April  16,  1999,  the Company drew down an additional $600,000 of financing
under  the  10%  convertible  debenture  agreement,  which can be converted into
common  stock  at  a  fixed  price  of  $0.65  per  common  share.
On April 27, 1999, the debenture agreement was amended to include (among others)
the  following  changes:
(i)     the  total  amount available under the debenture agreement was increased
from  $2,000,000  to  $5,000,000.
(ii)     the financing fee applicable to the additional $3,000,000 available was
set  at  8%  of  the  principal  sum  issued.
(iii)     the  balance  of  the financing not yet drawn, $3,480,000, has a fixed
conversion  price  of  $0.40  per  share.
(iv)     an  additional  923,077 share purchase warrants were issued, which give
the  holder  the  right to purchase one common share for each warrant held, at a
price  of  $0.65  per  warrant.
Through  September  30,  1999,  the  Company  has  issued convertible debentures
totalling  $1,520,000 of which $736,329 was recorded as contributed surplus with
an  offsetting  amount charged as interest on long term debt.  Of the debentures
issued,  $210,000  principal  plus  $3,798 interest was converted into 1,912,317
shares on November 30, 1998, based on a conversion price of $.1118 (being 78% of
the  average  closing  bid  price  of  the  Company's common stock for the three
trading  days  preceding  the Notice of Conversion).  Interest totalling $79,608
has  been  accrued and included in the convertible debenture balance outstanding
at  September 30, 1999.  These shares will be formally issued when the Company's
SB-2  Registration  Statement  has  been  declared  effective.
At  the  time  of  the  initial  funding  on October 1, 1998, the Company issued
1,428,572  common share purchase warrants (357,143 to the agent and 1,071,429 to
the  ultimate subscriber of the issue).  Each warrant gives the holder the right
to purchase one common share of the Company at $0.28 until October 31, 2001.  An
amount  of  $342,857  has  been included in contributed surplus as the estimated
value  attributed  to these warrants as they were exercisable upon issuance.  In
addition,  the warrants issued to the agent have been treated as a financing fee
in  the  amount  of $85,714.  The value of these fees associated with the equity
component  of  the  10%  convertible  debentures has been charged to contributed
surplus in the amount of $24,000.  The remaining balance is being amortized over
the  life  of  the  10%  convertible  debentures.
Through  September  30,  1999  the  Company  has  paid financing fees on the 10%
convertible  debentures totalling $152,000.  The fees associated with the equity
component of the 10% convertible debentures, being $45,089, have been charged to
contributed  surplus.  The  remaining  amount,  which  has  been  recorded  as a
reduction  of  the  debenture principal, is being amortized over the life of the
10%  convertible debentures, unless the debentures are converted.  If converted,
the  pro  rata  portion  of  the  financing  fees  associated with the converted
debentures  is  charged to capital in excess of par value.  During 1998, $21,117
has  been  charged  to  capital  in  excess of par value relating to $210,000 of
convertible  debentures  which  were  converted.
The  additional share purchase warrants issued on April 27, 1999 as described in
(iv) above have been recorded as contributed surplus at their estimated value of
$341,538,  as  they  were  exercisable  upon  issuance.  An offsetting amount of
$110,027  attributable  to the equity portion of the related debentures has been
recorded as a charge against contributed surplus; the remainder has been charged
as  a  discount  to  debt  and  is  being  amortized  over the life of the debt.
The  Company  is  currently  in  the  process of filing a form SB-2 Registration
Statement  qualifying  the  shares  to be issued on conversion of the debentures
with  the  Securities  and  Exchange  Commission.  Until such time as the common
shares are registered, a charge of 0.986% per day will apply against the initial
amount  funded.  Further,  as  registration  did  not  occur  within 120 days of
initial funding, a charge of 0.1644% per day will apply for each day thereafter.
The initial amount funded on October 1, 1998 was $200,000.  An amount of $82,200
for  the  penalty  of  late  filing  of the Registration Statement, and has been
included  in  accounts  payable.
9.     LOSS  PER  SHARE
Loss  per  common  share  is loss for the period divided by the weighted average
number  of  common  shares outstanding.  The effect on earnings per share of the
exercise  of  options  and  warrants,  and  the  conversion  of  the convertible
debentures  is  anti-dilutive.
10.     INCOME  TAXES
<TABLE>
<CAPTION>

The  income  tax  benefit  differs  from  the  amount  computed by applying the U.S. federal
statutory  tax  rates  to  the  loss  before  income  taxes  for  the  following  reasons:
                  SEPTEMBER 30,     SEPTEMBER 30,     DECEMBER 31,     DECEMBER
                               1999     1998     1998     31, 1997

                                                $            $            $            $
                                           ------------  ----------  ------------  ---------
<S>                                        <C>           <C>         <C>           <C>

                                                  (34%)       (35%)         (34%)      (34%)

Income tax benefit at U.S. statutory rate   (1,305,306)   (773,522)   (1,045,938)   (46,530)
Increase (decrease) in taxes resulting
from:
Deferred tax asset valuation
allowance . . . . . . . . . . . . . . . .    1,252,586     968,663     1,106,172     46,530
Non-deductible expenses . . . . . . . . .      275,600           -       128,162          -
Foreign tax rate differences. . . . . . .     (222,880)   (195,141)     (188,396)         -
Income tax benefit. . . . . . . . . . . .            -           -             -          -
</TABLE>


<TABLE>
<CAPTION>

For  financial  reporting  purposes,  loss  before  income  taxes  includes  the
following  components:
          SEPTEMBER 30,     SEPTEMBER 30,     DECEMBER 31,     DECEMBER 31,
                           1999     1998     1998     1997

                      $             $             $            $
                 ------------  ------------  ------------  ----------
<S>              <C>           <C>           <C>           <C>

Pre-tax loss:
  United States   (1,740,449)   (1,167,839)   (1,302,313)   (136,854)
Foreign . . . .   (2,098,686)   (1,042,225)   (1,773,974)          -
                  (3,839,135)   (2,210,064)   (3,076,287)   (136,854)
</TABLE>


<TABLE>
<CAPTION>

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts used for income tax purposes.  The components of the
Company's  deferred  tax  assets  are  as  follows:
                   SEPTEMBER 30,     DECEMBER 31,     DECEMBER 31,
                                1999     1998     1997

                                             $             $            $
                                        ------------  ------------  ---------
<S>                                     <C>           <C>           <C>

Deferred tax assets (liabilities):
  Net operating loss
carryforwards. . . . . . . . . . . . .    1,937,094       697,768          -
Start-up costs . . . . . . . . . . . .       31,024        37,999     46,333
Depreciation . . . . . . . . . . . . .       36,474         6,201        197
  Debt issue costs . . . . . . . . . .       (4,680)        5,137          -
  Software costs . . . . . . . . . . .      811,194       405,597          -
Deferred tax assets net of liabilities    2,811,102     1,152,702     46,530
- --------------------------------------  ------------  ------------  ---------
Valuation allowance. . . . . . . . . .   (2,811,102)   (1,152,702)   (46,530)
Net deferred tax assets. . . . . . . .            -             -          -
</TABLE>


The  Company  has provided a valuation allowance for the full amount of deferred
tax  assets  in  light  of  its history of operating losses since its inception.
<TABLE>
<CAPTION>

The Company has U.S. operating losses carried forward of $1,931,000 which expire
as  follows:

         $
      --------
<S>   <C>
2018   936,000
2019   995,000
</TABLE>


The  availability  of  these  loss carryforwards to reduce future taxable income
could  be  subject  to  limitations  under the Internal Revenue Code of 1986, as
amended.  Certain  ownership  changes can significantly limit the utilization of
net  operating  loss carryforwards in the period following the ownership change.
The Company has not determined whether such changes have occurred and the effect
such  changes could have on its ability to carry forward all or some of the U.S.
net  operating  losses.
<TABLE>
<CAPTION>

The  Company  has  non-capital  losses  carried  forward for Canadian income tax
purposes  of  $1,931,000.  These  losses  expire  as  follows:

          $
<S>   <C>
2003      45,000
2004       7,000
2005     918,000
2006   2,020,000
</TABLE>


11.     COMMITMENTS
<TABLE>
<CAPTION>

The Company is committed to the following minimum lease payments under operating
leases  for  premises  and  equipment:

                      $
<S>                <C>      <C>
Remainder of 1999   28,236
                      2000  112,943
                      2001   94,932
                      2002   94,641
                      2003   78,867
</TABLE>


12.     CAPITAL  LEASE  OBLIGATIONS  PAYABLE
<TABLE>
<CAPTION>

The future minimum lease payments at September 30, 1999 under capital leases are
as  follows:


<S>                                                 <C>       <C>

Remainder of 1999. . . . . . . . . . . . . . . . .    7,965
                                                       2000   22,344
                                                       2001   22,344
                                                       2002   21,486
                                                       2003   20,627
                                                       2004   11,868
Total future minimum lease payments. . . . . . . .  106,634
Less: imputed interest . . . . . . . . . . . . . .  (25,526)
Balance of obligations under capital leases. . . .   81,108
- --------------------------------------------------  --------
Less: current portion included in accounts payable
and accrued liabilities. . . . . . . . . . . . . .  (14,119)
Long term obligation under capital leases. . . . .   66,989
</TABLE>


<TABLE>
<CAPTION>

13.     NET  CHANGE  IN  NON-CASH  WORKING  CAPITAL
          SEPTEMBER 30,     SEPTEMBER 30,     DECEMBER 31,     DECEMBER 31,

                                  1999       1998      1998      1997
                               ----------
<S>                            <C>         <C>       <C>        <C>
  $ . . . . . . . . . . . . .  $
- -----------------------------  ----------

Accounts receivable . . . . .   (413,895)  (20,088)    (7,243)       -
Due from related parties. . .     13,118         -    (13,118)       -
Prepaid expenses and deposits     53,628   (19,612)  (132,956)  (7,500)
Accounts payable and accrued
liabilities . . . . . . . . .    469,347   404,110    395,624    2,976
Due to related parties. . . .       (857)        -    197,115        -
Change relating to operating
activities. . . . . . . . . .    121,341   364,410    439,422   25,476
</TABLE>


14.     SEGMENTED  INFORMATION
The  Company's  activities  are  conducted  in  one  operating  segment with all
activities  relating  to the development and sale of encryption software.  These
activities  are  planned  to be carried out in Canada and the United States.  To
date,  all  the  activities  have  occurred  in  Canada.
15.      FINANCIAL  INSTRUMENTS
Financial  instruments  comprising  cash,  accounts receivable, amounts due from
related parties, deposits, accounts payable and accrued liabilities, amounts due
to  related  parties, capital lease obligations, and amounts due to stockholders
approximate  their  fair  value.  It is management's opinion that the Company is
not exposed to significant currency or credit risks arising from these financial
instruments.
The  estimated  fair  value  as  at  September  30,  1999 of the 10% convertible
debentures  is  $864,934  (December  31, 1998 - $189,000).  This is based on the
estimated  present  value  of  the  principal  and  interest  of  the debenture.
The  Company  is subject to cash flow risk to the extent of the fixed 10% simple
interest rate being charged on the convertible debentures.  The effective annual
interest  rate realized by the Company, exclusive of the amounts relating to the
conversion  feature  of the 10% convertible debentures and the warrants, was 10%
(December  31,  1998  -  10%).
16.     RECENT  PRONOUNCEMENTS
In  June,  1998,  the  FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging  Activities",  which  will be effective for fiscal years beginning after
June  15,  2000.  The  Company does not acquire derivatives or engage in hedging
activities.
17.     SUBSEQUENT  EVENTS
a)     Effective  on  November  3,  1999,  the  Company  acquired  all  of  the
outstanding common shares of Pace Systems Group Inc. ("Pace").  As consideration
for  this  purchase,  the  Company will issue 1,731,932 common shares, valued at
$1.70  per  share,  representing  total  consideration  of  $2,944,284.
b)     On  November 2, 1999 the Company entered into a pre-acquisition agreement
with  Offsite  Data  Services  Ltd.  (Offsite),  a  company  incorporated in the
Province  of  Alberta  and  listed  on  the  Alberta Stock Exchange, whereby the
companies  have  agreed  to combine their business interests through an offer by
the  Company to purchase all of the outstanding shares of Offsite.  The offer is
expected  to  be  mailed  before  November  30,  1999.

<PAGE>
                             JAWS TECHNOLOGIES, INC.
                             FINANCIAL DATA SCHEDULE
<TABLE>
<CAPTION>


     This schedule contains summary financial information extracted from the financial
statements as of and for the six months ended September 30, 1999.  You should read the
financial  statements  in  their  entirety  for  a  full  explanation  of this summary
financial  information.  (In  thousands,  except  EPS.)


<S>            <C>                                                        <C>


ITEM NUMBER .  ITEM DESCRIPTION                                           AMOUNT
- -------------  ---------------------------------------------------------  ------------

5-02(1) . . .  Cash and cash items.                                       $   664,428
5-02(2) . . .  Marketable securities                                           27,000
5-02(3)(a)(1)  Notes and interest receivable-trade accts                      421,138
5-02(4) . . .  Allowances for doubtful accounts                                     0
5-02(6) . . .  Inventory                                                            0
5-02(9) . . .  Total current assets                                         1,199,394
5-02(13). . .  Property, plant and equipment                                  580,296
5-02(14). . .  Accumulated depreciation                                        82,292
5-02(18). . .  Total assets                                                 1,697,398
5-02(21). . .  Total current liabilities                                    1,110,368
5-02(22). . .  Bonds, mortgages and similar debt                            1,091,348
5-02(28). . .  Preferred stock-mandatory redemption                                 0
5-02(29). . .  Preferred stock-no mandatory redemption                              0
5-02(30). . .  Common stock                                                    15,114
5-02(31). . .  Other stockholder's equity                                    (586,421)
5-02(32). . .  Total liabilities and stockholder's equity                   1,697,398
5-03(b)1(a) .  Net sales tangible products                                    372,630
5-03(b)1. . .  Total revenues                                                 372,630
5-03(b)2(a) .  Cost of tangible goods sold                                          0
5-03(b)2. . .  Total costs and expenses applicable to sales and revenues      337,712
5-03(b)3. . .  Other costs expenses                                         2,959,140
5-03(b)5. . .  Provision for doubtful accounts and notes                            0
5-03(b)(8). .  Interest and amortization of debt discount                    7914,913
5-03(b)(10) .  Income before taxes and other items                         (3,839,135)
5-03(b)(11) .  Income tax expense                                                   0
5-03(b)(14) .  Income/loss continuing operations                           (3,839,135)
5-03(b)(15) .  Discontinued operations                                              0
5-03(b)(17) .  Extraordinary items                                                  0
5-03(b)(18) .  Cumulative effect-changes in accounting principles                   0
5-03(b)(19) .  Net income or loss                                          (3,839,135)
5-03(b)(20) .  Earnings per share-primary                                       (0.30)
5-03(b)(20) .  Earnings per share-fully diluted                           N/A

</TABLE>






<PAGE>

                               Exhibit A - Page 1
                                    EXHIBIT A

                            SHARE PURCHASE AGREEMENT

                THIS AGREEMENT made the 3rd day of November, 1999

                                    BETWEEN:

          JAWS TECHNOLOGIES, INC. a corporation incorporated under the
                      laws of the State of Nevada, U.S.A.,
                    (herein called "JAWS" or the "Purchaser")

                                     - AND -

                   THOSE PARTIES HERETO WHO ARE HEREIN DEFINED
                        AS AND WHO EXECUTE THIS AGREEMENT
                   AS VENDORS, (herein collectively called the
                    "Vendors " and  individually a "Vendor")


WHEREAS  the Vendors wish to sell and convey their respective Vendor's Rights to
the  Purchaser  and  the  Purchaser wishes to purchase and receive such Vendor's
Rights  from  such  Vendors  in  exchange  for  the  Purchase  Consideration.

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH that in consideration of the premises
hereto  and  the  mutual  covenants, warranties, representations, agreements and
payments  herein  set  forth,  the  Parties  hereto  agree  as  follows:

                                   ARTICLE 1.
                                 INTERPRETATION

     ARTICLE  1.     INTERPRETATIONSECTION  1.1     DEFINITIONSSECTION  1.1
DEFINITIONS

In  this Agreement, including the premises hereto, this clause and any Schedules
hereto,  the  words  and phrases set forth below shall have the meaning ascribed
thereto  below,  namely:

"BUSINESS  DAY"  means  a  day  other  than  a Saturday or Sunday or a statutory
holiday  in  the  City  of  Toronto,  in  the  Province  of  Ontario.

"CLOSING  DATE"  means the effective date November 3, 1999 or such other date as
the  parties  may  mutually  determine.

"CLOSING  TIME"  means  10:00  a.m. on the Closing Date or as agreed upon by the
parties.


<PAGE>


PaceAcquistion10/28/99
"CORPORATION"  means  Pace  Systems  Group  Inc.

"CORPORATION'S  ASSETS"  means all the Property owned or held by the Corporation
or  to  which  the  Corporation  is  entitled  as more particularly described in
Schedule  "A".

"CORPORATION'S FINANCIAL STATEMENTS" means the most recent audited and unaudited
financial statements of the Corporation dated July 31, 1999, copies of which are
attached  as  Schedule  "B".

"CORPORATION'S  SHARES"  means  the  common  voting shares in the capital of the
Corporation,  as  the  same  exist  at  the date hereof and at the Closing Date.

"ESCROW  AGENT"  means  Beard  Winter  LLP,  Barristers  &  Solicitors;

"ESCROW  AGREEMENT"  means  the  escrow agreement between JAWS, the Corporation,
each  of  the  Vendors  and  the  Escrow  Agent,  dated  as of the Closing Date;

"JAWS  ASSETS"  means all the Property owned or held by JAWS or to which JAWS is
entitled  as  more  particularly  described  in  Schedule  "C".

"JAWS"  means JAWS Technologies, Inc., a Nevada Corporation, whose common shares
trade  on  the  OTC  Bulletin  Board  in  the  United  States  of  America.

"JAWS  FINANCIAL  STATEMENTS"  means  the  most  recent  audited  and  unaudited
financial statements of the  JAWS dated the fiscal year ending December 31, 1998
and  the  quarter ending June 30, 1999, copies of which are attached as Schedule
"D".

"JAWS SHARES" means 1,731,932 common shares in the capital stock of  JAWS, to be
issued  from  the  Treasury  of  JAWS  as  the  Purchase  Consideration.

"PROPERTY"  means the interests of the Corporation or the Purchaser, as the case
may  be,  in and to all property, assets and rights, including, without limiting
the  generality  of  the foregoing, the entire interest of such Party in and to:

     (a)     all  contracts,  agreements, documents, production sales contracts,
books,  records  and  reports relating to the provision of products and services
to  its  customers  and  any  and  all  rights  in  relation  thereto;

     (b)     all  intellectual  property  and  rights  developed,  acquired  or
incorporated into the products and services of the Corporation or the Purchaser,
as  the  case may be,  or purchased in the course of carrying on the business of
the  Corporation  or  the  Purchaser,  as  the  case  may  be.

"PARTY"  or  "PARTIES"  means a party or parties to and bound by this Agreement.

"PERMITTED  ENCUMBRANCES"  means,  in respect of the Corporation's Assets or the
Purchaser's  Assets,  as  the  case  may  be:


<PAGE>
                               Exhibit A - Page 3
     (c)     inchoate  liens,  taxes,  assessments or governmental charges which
are  due  or  which  are  not  delinquent;

     (d)     inchoate  liens  incurred  or  created  in  the  ordinary course of
business  as  security  in  favour  of  any  other  person who is conducting the
development  or  operation  of  the  property to which such liens relate for the
Corporation's  or  the  Purchaser's  share  of  the  costs  and expenses of such
development  or  operation, as the case may be, the payment of which is not then
due;

"PERSON"  means  any individual, corporation, body corporate, partnership, joint
venture,  association, group, trust, or other legal entity and includes any duly
constituted government of or in Canada and any minister, department, commission,
board,  bureau,  agency, authority, instrumentality or court and the like of any
such  government.

"PURCHASE  CONSIDERATION"  means  the  JAWS  Shares.

"PURCHASE  PRICE"  means  Four Million Three Hundred Seventy Four Thousand Eight
Hundred  Fifty  Five  ($  4,374,855)  Dollars  CDN.

"PURCHASER'S  ASSETS"  means  the  Property owned or held by the Purchaser or to
which  the  Purchaser  is  entitled.

"REGULATIONS"  means  all applicable statutes, laws, rules, orders, regulations,
directives  or other instruments (and all applicable requirements thereunder) of
any  governmental  agencies  or  authorities  in  Canada or the United States of
America having jurisdiction over the Parties, the Corporation, the Corporation's
Assets,  the Purchaser's Assets, or the specific property or matter in question,
in  effect  from  time  to  time.

"VENDOR"  means  each  of:

     Peter  Labrinos;
     Vasiliki  Labrinos;
     Panagiotis  Labrinos;
     James  Wang;
     Cindy  Wang;
     Aidan  O'Brien;
     Joseph  Iuso;
     Joseph  T.  Lee;
     Mam  Ling  Wang.

and  "VENDORS"  means  all  or  any  of  them.

"VENDOR'S  RIGHTS"  means,  in  respect  of  a  Vendor,  all:

     (a)     the  Vendor's  Shares,

     (b)     other  securities  issued by the Corporation and held by the Vendor
(other than options granted to employees, consultants, officers or directors all
of  which  shall be exercised prior to the Closing Date and acquired hereunder),

<PAGE>
     (c)     amounts  owing to the Vendor, by the Corporation, whether presently
due  or  otherwise,

     (d)     dividends  declared  but  not  paid  prior to the Closing Date, and

     (e)     rights  to  acquire  any  securities  of  the Corporation, from the
Corporation  or  from  any  other  Person,  howsoever  granted  or  acquired.

"VENDOR'S  SHARES" means, in respect of a Vendor, all the issued and outstanding
Corporation's Shares owned by the Vendor, or to which the Vendor is entitled, at
the  Closing  Date,  including:

     Peter  Labrinos-     433.08
     Vasiliki  Labrinos     288.70
     Panagiotis  Labrinos     173.22
     James  Wang-     548.56
     Cindy  Wang-     346.44
     Aidan  O'Brien-     75
     Joseph  Iuso-     75
     Joseph  T.  Lee-     30
     Mam  Ling  Wang     30

SECTION  1.2     EXPANDED  MEANINGS1.2     EXPANDED  MEANINGS

Unless  the  context  otherwise  necessarily  requires, the following provisions
shall  govern  the  interpretation  of  this  Agreement:

     1.2.1     words  used  herein  importing  the  singular  number  only shall
include  the  plural  and  vice versa, and words importing the use of any gender
shall  include  all  genders;

     1.2.2     the  terms  "in  writing"  or  "written"  include  printing,
typewriting, or any electronic means of communication by which words are capable
of  being  visually  reproduced  at  a  distant point of reception, including by
telecopier  or  telex;  and

     1.2.3     references  herein to any agreement or instrument, including this
Agreement,  shall  be  deemed to be references to the agreement or instrument as
varied,  amended,  modified, supplemented or replaced from time to time, and any
specific  references herein to any enactment shall be deemed to be references to
such  enactment  as  the  same  may  be  amended  or replaced from time to time.

     1.2.4     "THIS  AGREEMENT"  "THE  AGREEMENT" "HERETO", "HEREIN", "HEREBY",
"HEREUNDER",  "HEREOF"  and  similar  expressions  refer  to this Share Purchase
Agreement  and  not  to  any  particular  Article,  Section, Subsection, clause,
subdivision  or  other  portion  hereof  and  include  any  and every instrument
amending,  supplementing  or  replacing  this  agreement.


<PAGE>
SECTION  1.3     ENTIRE  AGREEMENT1.3     ENTIRE  AGREEMENT

This  Agreement  together with the agreements and other documents to be executed
and  delivered  pursuant  hereto,  constitute  the  entire agreement between the
Parties  and supersedes all other prior agreements, understandings, negotiations
and  discussions,  whether  oral  or  written,  of  the Parties and there are no
warranties,  representations,  covenants or other agreements between the Parties
except  as specifically set forth herein.  No supplement, modification or waiver
or  termination of this Agreement shall be binding unless executed in writing by
the  Party  to  be  bound  thereby.  No  waiver of any of the provisions of this
Agreement  shall  be valid unless in writing and no such waiver shall constitute
nor  be  deemed  to  constitute a waiver of any other provisions (whether or not
similar)  nor shall such waiver constitute a continuing waiver unless other-wise
expressly  provided.

SECTION  1.4     HEADINGS  AND  TABLE  OF  CONTENTS1.4     HEADINGS AND TABLE OF
CONTENTS

The  division  of this Agreement into articles, sections and other subdivisions,
the  provision  of  a  table  of  contents and the insertion of headings are for
convenience  of  reference  only  and  shall  not  affect  or be utilized in the
construction  or  interpretation  hereof.

SECTION  1.5     SEVERABILITY1.5     SEVERABILITY

If  any  one  or  more  of  the  provisions  or  parts thereof contained in this
Agreement  should  be or become invalid, illegal or unenforceable in any respect
in  any jurisdiction, the remaining provisions or parts thereof contained herein
shall  be  and  shall  be  conclusively  deemed  to be, as to such jurisdiction,
severable  therefrom  and:

     1.5.1     the  validity,  legality  or  enforceability  of  such  remaining
provisions  or parts thereof shall not in any way be affected or impaired by the
severance  of  the  provisions  or  parts  thereof  severed;  and

     1.5.2     the  invalidity,  illegality or unenforceability of any provision
or  any  part  thereof contained in this Agreement in any jurisdiction shall not
effect  or impair such provision or part thereof or any other provisions of this
Agreement  in  any  other  jurisdiction.

SECTION  1.6     NOT  A  BUSINESS  DAYSECTION  1.6     NOT  A  BUSINESS  DAY

In  the event that any day on or before which any action is required to be taken
hereunder  is not a Business Day, then such action shall be required to be taken
on  or  before  the requisite time on the next succeeding day that is a Business
Day.

SECTION  1.7     CONSENTS  AND  APPROVALSSECTION  1.7     CONSENTS AND APPROVALS

It shall be a condition hereof that any consent or approval of any Party hereto,
required hereby, shall be obtained in writing prior to the event for which it is
required.


<PAGE>
                               Exhibit A - Page 5
SECTION  1.8     SCHEDULES1.8     SCHEDULES

The  following are the Schedules referred to and incorporated in this Agreement,
which  are  deemed  to  be  a  part  hereof:

Schedule  "A"  -          Corporation's  Assets
Schedule  "B"  -          Corporation's  Financial  Statements
Schedule  "C"  -          JAWS'  Assets
Schedule  "D"  -          JAWS'  Financial  Statements

                                   ARTICLE 2.
                                PURCHASE AND SALE

     ARTICLE  2.     PURCHASE  AND  SALESECTION 2.1     PURCHASE AND SALESECTION
2.1     PURCHASE  AND  SALE

Subject to the terms and conditions of this Agreement, each Vendor hereby sells,
assigns,  transfers and conveys to the Purchaser and the Purchaser purchases and
acquires from each Vendor its Vendor's Rights, effective as of the Closing Date,
to  have  and  hold  the  same  together  with all benefits and advantages to be
derived  therefrom, absolutely, subject only to the terms and conditions of this
Agreement,  at  and  for the Purchase Consideration equal to the Purchase Price.

SECTION  2.2     BREAKUP  FEE

The  Vendors  jointly  and  severally  agree to pay $25,000 to the Purchaser, as
liquidated  damages,  for  failing  to  consummate  the transaction as agreed to
herein.  The  Purchaser agrees to the Vendors collectively $25,000 as liquidated
damages,  for  failing  to  consummate  the  transaction  as  agreed  to herein.

                                   ARTICLE 3.
                                     PAYMENT

     ARTICLE  3.     PAYMENTSECTION  3.1     PAYMENT  OF  PURCHASE
CONSIDERATIONSECTION  3.1     PAYMENT  OF  PURCHASE  CONSIDERATION

<TABLE>
<CAPTION>

Purchase  Consideration  equal to the Purchase Price shall be payable by JAWS to
the  Vendor  by  the issuance to the Vendor, from the treasury of JAWS, the JAWS
Shares,  subject  to  section  3.2  and  the  Escrow  Agreement,  as  follows:



SHAREHOLDERS         NO. OF JAWS SHARES
<S>                  <C>


Peter Labrinos. . .             375,040
- -------------------  ------------------

Vasiliki Labrinos .             250,000
- -------------------  ------------------

Panagiotis Labrinos             150,000
- -------------------  ------------------

James Wang. . . . .             475,040
- -------------------  ------------------

Cindy Wang. . . . .             300,000
- -------------------  ------------------

Aidan O'Brien . . .              64,947
- -------------------  ------------------

Joeseph Iuso. . . .              64,947
- -------------------  ------------------

Joseph T. Lee . . .              25,979
- -------------------  ------------------

Mam Ling Wang . . .              25,979
- -------------------  ------------------
</TABLE>



SECTION  3.2     ESCROW  PROVISIONS

<TABLE>
<CAPTION>

3.2.1     JAWS  Share  Releases - The JAWS Shares shall be issued every 6 months, subject to each of the Vendors being employed by
the  Purchaser  (except  for  Vendors  Joseph  T.  Lee  and  Mam  Ling  Wang) and subject to sections 3.2.2 and 3.2.3, as follows:









                     # OF SHARES   # OF SHARES   # OF SHARES
                     # OF SHARES      TO BE         TO BE         TO BE     # OF SHARES TO
                        TO BE       RELEASED 6   RELEASED 12   RELEASED 18   BE RELEASED
RELEASED ON          MONTHS AFTER  MONTHS AFTER  MONTHS AFTER   24 MONTHS
THE CLOSING          THE CLOSING   THE CLOSING   THE CLOSING    AFTER THE
VENDOR                   DATE          DATE          DATE         DATE       CLOSING DATE   TOTAL
- -------------------  ------------  ------------  ------------  -----------  --------------  ------
<S>                  <C>           <C>           <C>           <C>          <C>             <C>     <C>     <C>     <C>     <C>


Peter Labrinos                                                                              75,008  75,008  75,008  75,008  75,008
- -------------------                                                                         ------  ------  ------  ------  ------

Vasiliki Labrinos                                                                           50,000  50,000  50,000  50,000  50,000
- -------------------                                                                         ------  ------  ------  ------  ------

Panagiotis Labrinos                                                                         30,000  30,000  30,000  30,000  30,000
- -------------------                                                                         ------  ------  ------  ------  ------

Jim Wang                                                                                    95,008  95,008  95,008  95,008  95,008
- -------------------                                                                         ------  ------  ------  ------  ------

Cindy Wang                                                                                  60,000  60,000  60,000  60,000  60,000
- -------------------                                                                         ------  ------  ------  ------  ------

Aidan O'Brien                                                                               12,989  12,989  12,989  12,989  12,989
- -------------------                                                                         ------  ------  ------  ------  ------

Joseph Isuso                                                                                12,989  12,989  12,989  12,989  12,989
- -------------------                                                                         ------  ------  ------  ------  ------

Joseph T. Lee                                                                                5,196   5,196   5,196   5,196   5,196
- -------------------                                                                         ------  ------  ------  ------  ------

Mam Ling Wang                                                                                5,196   5,196   5,196   5,196   5,196
- -------------------                                                                         ------  ------  ------  ------  ------












RELEASED ON
THE CLOSING
VENDOR
- -------------------
<S>                  <C>


Peter Labrinos. . .   75,008
- -------------------  -------

Vasiliki Labrinos .  250,000
- -------------------  -------

Panagiotis Labrinos  150,000
- -------------------  -------

Jim Wang. . . . . .  475,040
- -------------------  -------

Cindy Wang. . . . .  300,000
- -------------------  -------

Aidan O'Brien . . .   64,946
- -------------------  -------

Joseph Isuso. . . .   64,946
- -------------------  -------

Joseph T. Lee . . .   25,980
- -------------------  -------

Mam Ling Wang . . .   25,980
- -------------------  -------
</TABLE>




<PAGE>
                               Exhibit A - Page 7
     3.2.2     Holdback  Provisions - The JAWS Shares releasable on the 24 month
anniversary  shall  make  up  the  holdback  shares  (the  "Holdback  Shares").

          3.2.2.1     If  on  the  12 month anniversary date of the Closing Date
actual  gross  revenues  attributable  to  the  Vendors  (the  "1st  Years Gross
Revenues")  for  the  previous  twelve  months  equal  or  exceed  Two  Million
($2,000,000  CDN)  Dollars  (the  "Projected  Amount")  then 50% of the Holdback
Shares  shall  be  released.  If  the 1st Years Gross Revenues are less than the
Projected Amount on the 12 month anniversary of the Closing Date then the amount
of the Holdback Shares to be released shall be calculated in accordance with the
following  equation:

Gross  Revenue  X  Holdback  Shares/2  =     The number of shares to be released
- --------------
Projected  Gross  Revenue                              on  the  12 month release
date.

3.2.2.2     If on the 24 month anniversary date of the Closing Date actual gross
revenues  attributable  to  the Vendors (the "The 2nd Years Gross Revenues") for
the previous twelve  months equal or exceed Two Million ($2,000,000 CDN) Dollars
(the  "Projected  Amount") then the remaining Holdback Shares shall be released.
If  the  2nd  Years  Gross Revenues are less than the Projected Amount on the 24
month  anniversary of the Closing Date then the amount of the Holdback Shares to
be  released  shall  be  calculated  in  accordance with the following equation:

Gross  Revenue  X  Holdback  Shares/2  =     The number of shares to be released
- --------------
Projected  Gross  Revenue                              on  the  24 month release
date.

3.2.2.3     If  the  aggregate of the 1st Years Gross Revenues and the 2nd Years
Gross Revenues exceed $4,000,000 than all the Holdback Shares shall be released.

     3.2.3     Cancellation  of  Shares  -  If  the  Holdback  Shares  are  not
completely  released  in  accordance with the 3.2.2.1, 3.2.2.2 or 3.2.2.3 above,
then  the  Holdback  Shares  shall  be  returned  to  the  treasury  of JAWS and
cancelled.

     3.2.4     Statutory  Holdback  -  The  issuance  of  the  JAWS  Shares  in
accordance with the above table will be subject to  statutory hold periods equal
to one year from the date consideration is received by JAWS for the JAWS Shares.

                                   ARTICLE 4.
                                 REPRESENTATIONS

ARTICLE  4.     REPRESENTATIONSSECTION  4.1     REPRESENTATIONS  OF  THE
VENDORSECTION  4.1     REPRESENTATIONS  OF  THE  VENDOR

Each  Vendor hereby separately represents and warrants to and with the Purchaser
in  respect  of  its  Vendor's  Rights  that:


<PAGE>
     4.1.1     Restrictions - There are no restrictions in either the constating
documents  or the by-laws of the Corporation, each as amended, nor are there any
collateral  agreements or rights of first refusal or other pre-emptive rights of
purchase,  which  would  arise  by  reason  of  the execution of this Agreement,
completion  of  the  sale  or  otherwise  and  affect the transferability of the
Vendor's  Rights  from  the  Vendor  to  the  Purchaser.

     4.1.2     Title to the Vendor's Rights - The Vendor has good and marketable
title  to  the Vendor's Rights, free and clear of any mortgages, liens, charges,
security  interests, adverse claims, pledges, encumbrances, options, pre-emptive
rights  of  purchase  (such as rights of first refusal), restrictions, claims or
demands  of  any  kind  or  nature  whatsoever.

     4.1.3     Assets  of  the Corporation - Other than the Corporation's Assets
and  as disclosed in the Corporation's Financial Statements, the Corporation has
no  property,  assets  or  undertakings  of  any  nature  or  kind  whatsoever.

     4.1.4     Insurance  - During the period from the date of the Corporation's
Financial  Statements  until  the  Closing  Time:

     4.1.4.1     the  Corporation's  Assets  shall be insured by the Corporation
against  loss  or  damage  under  contracts of insurance with reputable insurers
which  insurance  is  customary  for  the  Corporation's  business;  and

     4.1.4.2     all  third Party insurable liabilities of the Corporation shall
be  insured  against  on  an  occurrence basis under the contracts of insurance.

     4.1.5     Policies  of  Insurance - In connection with any and all policies
of  insurance:

4.1.5.1     neither  the  Vendor  nor  the  Corporation:

     (a)     has  misrepresented  or  omitted  to  disclose  to  the  insurers
thereunder  or  in  connection therewith any material fact or is in default with
respect  to  any  of  the  provisions  contained  in  any such insurance policy,

     (b)     has  failed  to give any notice or present any claim under any such
policy  in  due  and  timely  fashion,  and  no such claim is outstanding and in
dispute,

4.1.5.2     the  Corporation  is  the  named  insured with loss payable to it on
those  policies  owned  by  it  or  obtained  for  their  benefit;  and

4.1.5.3     there  is  no  outstanding request, notice or order from any insurer
for  any  modification  to  or  remedial action in respect of any of the insured
assets  or  premises  included  in  the  Corporation's  Assets.


<PAGE>
     4.1.6          Capital  Structure  -  The  authorized  share capital of the
Corporation  consists  of  an unlimited number of common shares and an unlimited
number  of exchangeable shares of which only 2,000 Corporation Common Shares are
issued  and  outstanding  as  fully  paid  and non-assessable and no Corporation
Exchangeable Shares are issued and outstanding as fully paid and non-assessable.
No  securities,  options,  warrants  or other rights to purchase shares or other
securities of the Corporation have been authorized or agreed to be issued or are
outstanding  except  as  contemplated  by  this  Agree-ment.

     4.1.7          Financial  Statements of the Corporation - The Corporation's
Financial  Statements  have  been prepared in accordance with applicable law and
with  generally  accepted accounting principles consistently applied and present
fairly  the  financial  position  as  at  the dates indicated and the results of
operation  of  the  Corporation for the period indicated and no material adverse
change  in  such  financial  position or such results of operations has occurred
since  the  date  thereof.

     4.1.8          No  Undisclosed Liabilities - The Corporation is not subject
to  any  liability or liabilities, absolute or contingent, which individually or
in  the  aggregate  are  material,  and which are not disclosed, or which are in
excess  of  the  amounts  disclosed or reserved for in, the balance sheet of the
Corporation  or  which are not otherwise disclosed in this Agreement, other than
liabilities of the same nature as those set forth in the Corporation's Financial
Statements or disclosed herein and reasonably incurred in the usual and ordinary
course of business to the Closing Date, provided that the same do not materially
and  adversely  affect  the  financial  position  of  the  Corporation.

     4.1.9          Material  Contracts  -  To the knowledge of the Vendor after
reasonably  enquiry,  the  Corporation  is  not  in  default  under any material
contract,  nor  is  the Vendor aware of any default by any other Party under any
material  contract,  and  the  Vendor is not aware of any facts or circumstances
which  would,  with  the  giving  of notice or the lapse of time, give rise to a
default  by  the  Corporation  under  a  material  contract.

     4.1.10     Taxes  -  With  respect  to  its  taxes:

     4.1.10.1     the  Corporation  has,  at  the  prescribed  times:

     (a)     filed  all tax returns required to be filed by it in all applicable
jurisdictions,

     (b)     made  and  remitted  all  required  or  desirable  deductions  or
withholdings  at  source,  and

     (c)     paid  all  taxes,  levies,  assessments,  reassessments, penalties,
interest  and  fines  due  and  payable  by  it;

     4.1.10.2     all  such  tax  returns  properly  reflect,  and do not in any
respect  understate,  the  taxable  income  or  the  liability  for taxes of the
Corporation  in  the  relevant  tax  year  or  calendar  year;

     4.1.10.3     adequate  provision  has  been  made  in  the  Corporation's
Financial  Statements  for  all  taxes,  governmental  charges, and assessments,
whether  relating to income, sales, real or personal property, or other types of
taxes,  governmental  charges,  or assessments, including interest and penalties
thereon,  payable  in  respect  of  the business or assets of the Corporation or
otherwise,  for  all  relevant  periods;


<PAGE>
                               Exhibit A - Page 9
     4.1.10.4     Canadian  federal  and  provincial income tax assessments have
been issued to the Corporation covering all past periods up to and including the
Corporation's  fiscal year ending in July 31, 1999, and such assessments, if any
amounts  were  owing  in  respect  thereof,  have  been  paid;

     4.1.10.5     assessments  for  all  other applicable federal and provincial
taxes  and  levies  have  been issued and any amounts owing thereunder have been
paid;

     4.1.10.6     there  are  no  actions,  suits  or  other  proceedings  or
investigations  or  claims  in  progress,  pending  or  threatened  against  the
Corporation  in  respect of any taxes, governmental charges, or assessments and,
in  particular,  there  are  no  currently  outstanding reassessments or written
enquiries that have been issued or raised by any governmental authority relating
to  any  such  taxes,  governmental  charges  and  assessments;

     4.1.10.7     to  the  knowledge of the Vendor and the Corporation, there is
no  basis  for  any  adverse  reassessment  by any taxing authority for any year
remaining  open  for  reassessment;  and

     4.1.10.8     the  Corporation  has  not  waived  any  statutory  period for
assessment  of  any  tax.

Without limiting the generality of the foregoing, the Corporation is in absolute
compliance  with  all registration, timely reporting, and remittance obligations
in  respect of all provincial and federal sales tax legislation and of the goods
and  services  tax.

     4.1.11     No  Indebtedness  to Corporation - The Vendor is not indebted to
the  Corporation.

     4.1.12     Accounts  Receivable  Collectible  - All accounts receivable are
bona  fide,  good  and  collectable without set off or counterclaim and all such
accounts  receivable  shall  be paid in a timely fashion subject to a reasonable
reserve  for  bad  debts.

     4.1.13     Amounts  In Trust - There are no amounts deposited in trust, for
the  benefit  of  any  third  party, with the Corporation as at the date hereof.

     4.1.14     Shareholder's  Equity  -  The  total  shareholders equity in the
Corporation will, on the Closing Date, be exactly as stated in the definition of
Vendor's  Shares  in  section  1.1  of  this  Agreement.

     4.1.15     No  Material Adverse Change - There has been no material adverse
change  in  the  business,  assets,  liabilities  or  financial condition of the
Corporation  since  date  of  the  Corporation's  Financial  Statements.


<PAGE>
     4.1.16     Distributions  to  Shareholders  -  Since  the  date  of  the
Corporation's Financial Statements, the Corporation has not declared or made any
payment  of  any  dividend or other distribution in respect of any shares in its
capital  or  purchased or redeemed any such shares or effected any sub-division,
consolidation, reclassification or other modification of its share capital which
has  not  been  approved  in writing by the Purchaser prior to the Closing Date.

     4.1.17     Withholding  Amounts  - The Corporation has withheld all amounts
required  to  be  withheld,  including  without  limiting  the generality of the
foregoing,  all  amounts  required  to  be  withheld  under  the  Income Tax Act
(Canada),  for  unemployment  insurance  and for the Canada Pension Plan and any
other  amounts  required  by law to be withheld from any payments made to any of
their  officers,  directors  and  employees, and has paid the same to the proper
taxing  authority  or receiving offices all in connection with the Corporation's
Assets  or  the  business  of  the  Corporation.

     4.1.18     Corporate  Records  -  the corporate records and minute books of
the  Corporation  contain  all  minutes  of  the  meetings  of  directors  and
shareholders  of  the  Corporation are complete, accurate and up-to-date and the
stock  register  of  the  Corporation  is  complete and accurate in all material
respects.

     4.1.19     Breach  of  Order  -  The  Corporation  is  not  in, and has not
received  notice  of  any, material default under any order, writ, injunction or
decree of any court or governmental agency or authority having jurisdiction, nor
any  agreement or obligation by which the Corporation is bound or to which it is
subject  and  which  materially  affects  or  relates  to  the  Corporation.

     4.1.20     No  Subsidiaries  -  The  Corporation does not have any interest
(either  directly  or  indirectly)  in any other entity, nor is it a Party to or
bound  by  any  agreement  to  acquire  such  an  interest.

     4.1.21     Employees  -  There  are  no  written  employment  contracts  or
incentive plans in effect between the Corporation and any employee in respect of
which  either  the  Corporation  or  the  Purchaser  shall  have any obligations
subsequent  to  the  Closing  Date except in accordance with the Iconix contract
that  provides  for  the  grant  of  options  by  Iconix  to  Peter  Labrinos.

     4.1.22     Guarantee  and  Indemnity  Agreements - The Corporation is not a
party as guarantor or indemnitor to any agreements of guarantee or indemnity for
debts  or  obligations  of  the  Vendor  or  any  other  person.

     4.1.23     Debt  Instruments - On the Closing Date the Corporation will not
have  any  outstanding  bonds, debentures, mortgages, notes or other evidence of
indebtedness  other  than  trade  debts,  trade  accounts or similar obligations
entered  into in the ordinary course of the Corporation's business (to a maximum
aggregate  amount of $1,000.00), and the Corporation is not under any obligation
to  create  or  issue  any  bonds,  debentures,  mortgages,  notes  or  other
indebtedness.

     4.1.24     Incentive  Payments  -  The  Corporation  has  not  received any
incentives,  credits,  grants  or  other governmental assistance pursuant to the
Regulations  in  effect at the relevant time which will have to be repaid by the
Corporation,  or if accrued in the books and records of the Corporation, will be
disallowed.

<PAGE>
     4.1.25     Workers'  Compensation  -  All  payments  due  to  The  Workers'
Compensation Board (or similar body in any other jurisdiction) in respect of the
Corporation  are  current.

     4.1.26     Bank  Accounts - All information with respect to all deposits of
money with any bank, trust company, treasury branch or other entity empowered or
authorized  to  receive  and  hold  deposits  of  money and includes any and all
deposit  certificates or receipts or other instrument of like tenor, held for or
in  the  name  of  the  Corporation,  have  been  provided  to  the  Purchaser.

     4.1.27     Execution  of  Agreement  -  The  execution and delivery of this
Agreement  and each and every agreement or document to be executed and delivered
hereunder  and the consummation of the transactions contemplated herein will not
violate,  nor  be in conflict with, any provision of any agreement or instrument
to  which  the  Vendor  is  a party or is bound, or any judgment, decree, order,
statute,  rule  or  regulation  applicable  to  the  Vendor.

     4.1.28     Binding  Obligation  - This Agreement has been duly executed and
delivered  by the Vendor and constitutes legal, valid and binding obligations of
the  Vendor  enforceable  in  accordance  with  its  terms.

     4.1.29     Broker's  Fees  -  The Vendor has not incurred any obligation or
liability,  contingent or otherwise, for brokers' or finders' fees in respect of
this transaction for which the Purchaser shall have any obligation or liability.

     4.1.30     Residency  -  The  Vendor is not a non-resident of Canada within
the  meaning  of  the  Income  Tax  Act  (Canada).

     4.1.31     Defaults  under  Statutes - The Corporation has not received any
notices  of  any  breach  of  any  statutes,  regulations,  rules,  orders  and
directives,  including  but  not  limited  to  those pertaining to environmental
matters,  of  all  governmental  agencies,  departments  and  authorities having
jurisdiction  over  the  business  of  the  Corporation.

     4.1.32     Operating  Records  -  The  books and records of the Corporation
disclose  all  material  transactions  entered into by the Corporation or on its
behalf  to  the  Closing  Date.

     4.1.33     Deterrence - Except for information relating to general economic
climate  and  general  industry conditions and any changes of law, Vendor has no
information  or  knowledge  of  any  fact  relating  to the Vendor's Rights, the
Corporation's  business  or  the  Corporation's  ownership  and operation of the
Corporation's  Assets  not  disclosed  to  the  Purchaser which, if known to the
Purchaser,  might  reasonably be expected to deter the Purchaser from completing
the  transactions  herein  contemplated.


<PAGE>
                               Exhibit A - Page 11
     4.1.34     Title  -  The Vendor does not warrant title to the Corporation's
Assets,  provided  however,  the  Vendor  does  represent  and  warrant that the
Corporation  has  not done anything whereby any of the Corporation's interest in
and  to  the  Corporation's Assets may be cancelled or determined, nor have they
encumbered  or  alienated  same  and  the  Corporation's Assets shall be, at the
Closing Date, free and clear of all liens, encumbrances, adverse claims, demands
and  royalties created by, through or under the Vendor or the Corporation except
for  the  Permitted  Encumbrances  or  as  expressly  set forth in Schedule "A".
Except  as otherwise provided herein, neither the Vendor nor the Corporation has
received  notice  of  any  material  defect  in  the  Corporation's title to the
Corporation's  Assets.

     4.1.35     Notices  of  Default  -  To  the best of the Vendor's knowledge,
information  and  belief  the  Corporation  has  received  no notices of default
relating  to  the  Corporation's  Assets  or  any  of  them.

     4.1.36     Lawsuits - The Corporation is not a party to any action, suit or
other  legal,  administrative  or  arbitration  proceeding  or  government
investigation,  actual  or  threatened,  which  might  reasonably be expected to
result  in impairment or loss of the Corporation's interest in the Corporation's
Assets  or  any part thereof, and there is no particular circumstance, matter or
thing  known to the Vendor which could reasonably be anticipated to give rise to
any  such  action, suit or other legal, administrative or arbitration proceeding
or  government  investigation.

     4.1.37     Financial Commitments - There are no financial commitments which
are  outstanding  or  due,  or  that  hereafter may become due in respect of the
Corporation  or  the  Corporation's  Assets,  or  operations  in  respect of the
Corporation's Assets and which shall become the responsibility of the Purchaser.

     4.1.38     Pre-emptive  Rights  -  To  the  best of the Vendor's knowledge,
information  and belief, all rights of first refusal or other pre-emptive rights
applicable  to  any  disposition of the Corporation's Assets have been waived or
satisfied  in  all  respects.

     4.1.39     No  Other  Assets  or Obligations - The Corporation has no other
assets,  obligations or liabilities, other than the Corporation's Assets, and as
disclosed  in  Schedule  "A"  and  Schedule  "B"  hereto.

SECTION  4.2     REPRESENTATIONS  OF JAWSSECTION 4.2     REPRESENTATIONS OF JAWS

JAWS  hereby  represents  and warrants to and with each Vendor in respect of the
purchase  of  the  Vendors'  Rights  that:

     4.2.1          Organization  of Jaws - JAWS is a corporation duly organized
and existing under the laws of its jurisdiction of incorporation and the laws of
those  jurisdictions  in  which  it  is  required  to  be  registered.


<PAGE>
     4.2.2          Corporate  Authority  - JAWS has all the requisite power and
authority to enter into this Agreement, to purchase and pay for and accept title
to  the  Vendor's  Rights  on  the  terms  described  herein  and to perform the
Purchaser's  and  Jaws'  other  obligations  under  this  Agreement.

     4.2.3          Execution  of Agreement - The execution and delivery of this
Agreement  and each and every agreement or document to be executed and delivered
hereunder  and the consummation of the transactions contemplated herein will not
violate,  nor be in conflict with, any provision of this Agreement or instrument
to  which  JAWS is a party or is bound, or any judgment, decree, order, statute,
rule  or  regulation applicable to JAWS or the constating documents or bylaws of
JAWS.

     4.2.4          Binding  Obligation  - This Agreement has been duly executed
and  delivered  by JAWS and constitutes a legal, valid and binding obligation of
JAWS  enforceable  in  accordance  with  its  terms.

     4.2.5          Broker's  Fees  -  JAWS  has  not incurred any obligation or
liability,  contingent or otherwise, for brokers' or finders' fees in respect of
this  transaction  for  which the Vendor shall have any obligation or liability.

     4.2.6          Capital  Structure  -  The  authorized share capital of JAWS
consists  only  of:

95,000,000  shares  of  common  stock,  par  value  $.001  per  share;
5,000,000  shares  of  preferred  stock,  par  value  $.001  per  share;  and

<TABLE>
<CAPTION>

As  of  October  20,  1999  there  were  13,202,949  shares  of  common stock issued and
outstanding  and  no shares of preferred stock issued or outstanding.  The fully diluted
capitalization  of  JAWS  is  as  follows:



                                                        Consideration ($) to
                                                           be received by
<S>                                                     <C>                    <C>
                                                        JAWS                   Number
                                                        ---------------------  ---------

SHARES ISSUED AND OUTSTANDING AS OF  NOVEMBER 3,
1999 . . . . . . . . . . . . . . . . . . . . . . . . .             13,485,949
- ------------------------------------------------------  ---------------------


Shares Issuable upon Conversion of the advanced
amounts of the Thomson Kernaghan debenture.. . . . . .              5,103,251
- ------------------------------------------------------  ---------------------

TOTAL CURRENT CAPITALIZATION . . . . . . . . . . . . .             18,589,200
- ------------------------------------------------------  ---------------------

Common Stock Underlying Thomson Kernaghan
Warrants $400,000 @ 0.28
600,000 @ 0.65. . . . . . . . . . . . . . . . . . . .  $             400,000  1,428,572
600,000 . . . . . . . . . . . . . . . . . . . . . . .                923,077
- ------------------------------------------------------  ---------------------

Common Stock Underlying Bristol Asset Management
Warrants $700,000 @ 0.70 . . . . . . . . . . . . . . .  $             700,000  1,000,000
- ------------------------------------------------------  ---------------------  ---------

Common Stock Underlying Private Placement Warrants
Private Placement (391,099 @ $1.00 / 391,099 @ $2.00).  $           1,173,297    782,198
Private Placement ( 834,000 @ $2.25) . . . . . . . . .  $           1,876,500    834,000
Private Placement (166,000 @ $2.25). . . . . . . . . .  $             373,500    166,000
- ------------------------------------------------------  ---------------------  ---------

TOTAL WARRANTS . . . . . . . . . . . . . . . . . . . .  $           5,123,297  5,133,847
- ------------------------------------------------------  ---------------------  ---------

Common Stock Underlying Stock Options
Common Stock issuable upon director compensation (to .              2,392,600
 July 30, 1999). . . . . . . . . . . . . . . . . . . .                320,755
- ------------------------------------------------------  ---------------------

TOTAL (FULLY DILUTED). . . . . . . . . . . . . . . . .             26,436,402
- ------------------------------------------------------  ---------------------
</TABLE>



     4.2.7     Jaws's Financial Statements - JAWS Financial Statements have been
prepared  in  accordance  with  applicable  law  and  with  Generally  Accepted
Accounting  Principles  consistently  applied  and  present fairly the financial
position  as at the dates indicated and the results of operation of JAWS for the
period  indicated  and  no material adverse change in such financial position or
such  results  of  operations  has  occurred  since  the  date  thereof.

4.2.8     No  Undisclosed  Liabilities - JAWS is not subject to any liability or
liabilities,  absolute or contingent, which individually or in the aggregate are
material,  and  which  are  not disclosed, or which are in excess of the amounts
disclosed  or  reserved  for  in,  the  balance  sheet  of JAWS or which are not
otherwise disclosed in this Agreement, other than liabilities of the same nature
as  those  set  forth  in  JAWS's  Financial  Statements or disclosed herein and
reasonably  incurred in the usual and ordinary course of business to the Closing
Date,  provided  that  the  same  do  not  materially  and  adversely affect the
financial  position  of  JAWS.

4.2.9     Material  Contracts  -  To  the  knowledge  of  JAWS  after reasonably
enquiry,  JAWS  is not in default under any material contract, nor is JAWS aware
of  any  default by any other party under any material contract, and JAWS is not
aware  of  any  facts or circumstances which would, with the giving of notice or
the  lapse  of  time,  give rise to a default by JAWS under a material contract.

4.2.10     Taxes  -  With  respect  to  its  taxes:

4.2.10.1          JAWS  has,  at  the  prescribed  times:

(i)     filed  all  tax  returns  required  to  be filed by it in all applicable
jurisdictions,

(ii)     made  and remitted all required or desirable deductions or withholdings
at  source,  and

(iii)  paid  all  taxes, levies, assessments, reassessments, penalties, interest
and  fines  due  and  payable  by  it.

4.2.10.2          all  such  tax  returns  properly  reflect,  and do not in any
respect understate, the taxable income or the liability for taxes of JAWS in the
relevant  tax  year  or  calendar  year;


<PAGE>
                               Exhibit A - Page 13
4.2.10.3          adequate  provision  has  been  made  in  JAWS's  Financial
Statements  for  all  taxes,  governmental  charges,  and  assessments,  whether
relating  to  income, sales, real or personal property, or other types of taxes,
governmental  charges, or assessments, including interest and penalties thereon,
payable  in  respect  of  the  business  or assets of JAWS or otherwise, for all
relevant  periods;

4.2.10.4          American  federal  and  state  income tax statements have been
issued  to JAWS covering all past periods up to and including JAWS's fiscal year
ending  in  1998,  and  such  assessments,  if any amounts were owing in respect
thereof,  have  been  paid;

4.2.10.5          assessments  for  all  other  applicable taxes and levies have
been  issued  and  any  amounts  owing  thereunder  have  been  paid;

4.2.10.6          there  are  no  actions,  suits  or  other  proceedings  or
investigations  or  claims  in  progress,  pending or threatened against JAWS in
respect  of  any taxes, governmental charges, or assessments and, in particular,
there  are no currently outstanding reassessments or written enquiries that have
been  issued or raised by any governmental authority relating to any such taxes,
governmental  charges  and  assessments;

4.2.10.7          to  the  knowledge  of JAWS, there is no basis for any adverse
reassessment  by  any  taxing  authority  for  any  year  remaining  open  for
reassessment;  and

4.2.10.8          JAWS  have  not  waived any statutory period for assessment of
any  tax.

Without limiting the generality of the foregoing, JAWS is in absolute compliance
with  all  registration, timely reporting, and remittance obligations in respect
of  all  tax  legislation.

4.2.11     Accounts  Receivable  Collectible  - All accounts receivable are bona
fide, good and collectable without set off or counterclaim and all such accounts
receivable  shall  be  paid  in  a  timely  fashion.

4.2.12     Amounts  In  Trust - There are no amounts deposited in trust, for the
benefit  of  any  third  party  with  JAWS  as  at  the  date  hereof.

4.2.13     Shareholder's Equity - The total shareholders equity in JAWS will, on
the  Closing  Date,  be  not  less  than  that  disclosed  by  JAWS's  Financial
Statements.

4.2.14     No  Material  Adverse  Change  -  There  has been no material adverse
change in the business, assets, liabilities or financial condition of JAWS since
date  of  JAWS's  Financial  Statements.

4.2.15     Distributions  to  Shareholders  -  Since the date of JAWS' Financial
Statements,  JAWS have not declared or made any payment of any dividend or other
distribution  in  respect  of any shares in its capital or purchased or redeemed
any such shares or effected any sub-division, consolidation, reclassification or
other  modification  of its share capital which has not been approved in writing
by  JAWS  prior  to  the  Closing  Date.


<PAGE>
4.2.16     Withholding  Amounts  -  JAWS has withheld all amounts required to be
withheld,  including  without  limiting  the  generality  of  the foregoing, all
amounts  required  to  be  withheld  under  the  Income  Tax  Act  (Canada), for
unemployment  insurance  and  for  the Canada Pension Plan and any other amounts
required  by law to be withheld from any payments made to any of their officers,
directors and employees, and has paid the same to the proper taxing authority or
receiving  offices  all  in  connection  with  JAWS'  Assets.

4.2.17     Corporate  Records  -  the corporate records and minute books of JAWS
contain  all  minutes  of the meetings of directors and shareholders of JAWS are
complete, accurate and up-to-date and the stock register of JAWS is complete and
accurate  in  all  material  respects.

4.2.18     Breach of Order - JAWS is not in, and has not received notice of any,
material  default  under  any  order, writ, injunction or decree of any court or
governmental  agency  or  authority  having  jurisdiction,  nor any agreement or
obligation by which JAWS is bound or to which it is subject and which materially
affects  or  relates  to  JAWS.

4.2.19     No Subsidiaries - JAWS does not have any interest (either directly or
indirectly)  in any other entity, nor is it a party to or bound by any agreement
to  acquire  such  an interest other than as disclosed to the Vendors except for
JAWS  Technologies  Inc.  (Alberta)  and  JAWS  Technologies  (Ontario)  Inc.

4.2.20     Guarantee and Indemnity Agreements - JAWS is not a party as guarantor
or  indemnitor  to  any  agreements  of  guarantee  or  indemnity  for  debts or
obligations.

4.2.21     Debt  Instruments  -  On  the  Closing  Date  JAWS  will not have any
outstanding  bonds,  debentures,  mortgages,  notes  or  other  evidence  of
indebtedness  other  than  trade  debts,  trade  accounts or similar obligations
entered  into  in the ordinary course of JAWS's business (to a maximum aggregate
amount  of  $1,000.00),  and JAWS is not under any obligation to create or issue
any  bonds,  debentures,  mortgages,  notes  or other indebtedness other than as
disclosed  to  the  Vendors.

4.2.22     Incentive  Payments  - JAWS has not received any incentives, credits,
grants or other governmental assistance pursuant to the Regulations in effect at
the  relevant  time  which  will have to be repaid by JAWS, or if accrued in the
books  and  records  of  JAWS,  will  be  disallowed.

4.2.23     Workers' Compensation - All payments due to The Workers' Compensation
Board  (or  similar  body  in  any  other  jurisdiction)  in respect of JAWS are
current.

4.2.24     Bank  Accounts  -  All  information  with  respect to the any and all
deposits  of money with any bank, trust company, treasury branch or other entity
empowered  or  authorized to receive and hold deposits of money and includes any
and all deposit certificates or receipts or other instrument of like tenor, held
for  or  in  the  name  of  JAWS,  have  been  provided  to  JAWS.

4.2.25     Defaults  under  Statutes  - JAWS has not received any notices of any
breach  of  any  statutes,  regulations,  rules,  or  orders.

4.2.26     Operating  Records  -  The  books  and  records  of JAWS disclose all
material transactions entered into by JAWS or on its behalf to the Closing Date.

<PAGE>
                               Exhibit A - Page 15
4.2.27     Deterrence  -  Except  for  information  relating to general economic
climate  and  general  industry  conditions  and any changes of law, JAWS has no
information  or  knowledge  of  any  fact  relating to JAWS's business or JAWS's
ownership  and operation of JAWS's Assets not disclosed to the Vendors which, if
known  to  the  Vendors,  might reasonably be expected to deter the Vendors from
completing  the  transactions  herein  contemplated.

4.2.28     Title  -  JAWS  and  Jaws  does  not  warrant  title to JAWS' Assets.

4.2.29     Lawsuits  -  JAWS  is not a party to any action, suit or other legal,
administrative  or arbitration proceeding or government investigation, actual or
threatened,  which  might reasonably be expected to result in impairment or loss
of  JAWS's  interest  in  JAWS'  Assets  or  any  part  thereof, and there is no
particular circumstance, matter or thing known to JAWS which could reasonably be
anticipated to give rise to any such action, suit or other legal, administrative
or  arbitration  proceeding  or  government  investigation.

4.2.30     Financial  Commitments - There are no financial commitments which are
outstanding  or  due,  or  that  hereafter  may become due in respect of JAWS or
JAWS's  Assets, or operations in respect of JAWS's Assets and which shall become
the  responsibility  of  JAWS  that  have  not  been  disclosed  by  JAWS.

4.2.31     No  Other  Assets  or  Obligations  -  JAWS  has  no  other  assets,
obligations  or  liabilities,  other  than  JAWS's  Assets,  and as disclosed in
Schedule  "C"  hereto.

                                   ARTICLE 5.
                               VENDOR'S COVENANTS

     ARTICLE 5.     VENDOR'S COVENANTSSECTION 5.1     COVENANTS OF THE VENDOR5.1
COVENANTS  OF  THE  VENDOR

Each  Vendor  hereby  separately covenants to and with the Purchaser as follows.

5.1.1     Tax Returns and Other Records - The Vendor shall cause the Corporation
to  deliver  to  the  Purchaser  any  information, books, accounts, records, tax
returns  or other data and information relating to the Corporation on or as soon
after  the  Closing  Date  as  reasonably  possible.

5.1.2     Filing  Tax  Information  -  The Vendor shall cause the Corporation to
complete and file on a timely basis all returns, forms and elections required to
be  filed  by the Corporation in respect of its taxation year ending immediately
before the Closing Date and shall cause the Corporation to pay any tax, interest
or  penalties payable in respect thereof and the expenses of the preparation and
filing  of  same.

5.1.3     Securities  Law Compliance Regarding Purchaser's Securities Received -
The  Vendor  acknowledges that the Purchaser's securities acquired hereunder may
be  subject  to  resale restrictions under applicable securities legislation and
policies  and  hereby  agrees  that  the  Vendor  will  comply with all relevant
securities legislation and policies concerning any resale of such securities and
will consult with the Vendor's own legal advisors with respect to complying with
all  applicable  restrictions  applying  to  any  such  resale.

<PAGE>

5.1.4     Compliance  for  this  Trade  -  If  required by applicable securities
legislation,  policy  or  order  of any securities commission, stock exchange or
other regulatory authority, subject always to the conditions precedent contained
in  section  10.2  hereof,  the Vendor will execute, deliver, file and otherwise
assist  the  Purchaser in filing, such reports, undertakings and other documents
with  respect  to  this  transaction.

5.1.5     Compliance with Future Stock Exchange Requirements - Subject always to
the  conditions  precedent  contained  in section 10.2 hereof, the Vendor agrees
that if the Vendor is required by any stock exchange or securities commission to
give  any undertakings, to file any personal information or to escrow all or any
of  the JAWS' Common Shares received hereunder in order for the Purchaser or any
successor  corporation  to  meet  the  requirements  of  such  stock exchange or
securities  commission  in  connection with any offering or listing of shares of
the  Purchaser  or  successor  corporation,  the  Vendor  will  give  all  such
undertakings,  file  such  personal information and/or enter into such escrow as
shall  be  required  for  such  purpose.

                                   ARTICLE 6.
                             NO MERGER AND SURVIVAL

     ARTICLE  6.     NO MERGER AND SURVIVALSECTION 6.1     NON-MERGERSECTION 6.1
NON-MERGER

The  covenants,  representations  and warranties set forth in Articles 4. and 5.
shall  be  deemed  to  apply  to  all  assignments,  conveyances,  transfers and
documents  conveying any of the Vendor's Rights from the Vendor to the Purchaser
and there shall not be any merger of any covenant, representation or warranty in
such assignments, transfers or documents notwithstanding any rule of law, equity
or  statute  to  the  contrary  and  all  such  rules  are  hereby  waived.

SECTION  6.2     SURVIVALSECTION  6.2     SURVIVAL

The  covenants,  representations  and warranties set forth in Articles 4. and 5.
shall  survive  the closing of the purchase and sale of the Vendor's Rights and,
notwithstanding  such  closing  or any investigation made by or on behalf of the
Vendor or the Purchaser, shall continue in full force and effect for the benefit
of  the  other  Party,  provided,  however,  that:

6.2.1     the  covenants, representations and warranties of the Vendor and JAWS,
except  those  relating to the tax liability of the Corporation and JAWS, as the
case  may  be,  shall  terminate at the expiry of one year following the Closing
Date;


<PAGE>
6.2.2     those covenants, representations and warranties of the Vendor and JAWS
relating  to  the tax liability of the Corporation and JAWS, as the case may be,
shall,  unless  resulting from any misrepresentations made or fraud committed in
filing  a return or supplying information for the purposes of any Regulations or
any  other legislation imposing tax on the Corporation and JAWS, as the case may
be,  terminate  at the expiry of the last of the limitation periods contained in
the  applicable  Regulations  or  any  other  legislation  imposing  tax  on the
Corporation  subsequent  to  the expiry of which an assessment, reassessment, or
other  form  of  recognized  document  assessing liability for any year ended or
deemed  to  have  ended  prior  to  the  Closing  Date  cannot  be issued to the
Corporation  and  JAWS,  as  the  case  may  be;  and

6.2.3     there  shall  be  no  limit  on  the  covenants,  representations  and
warranties  of  the Vendor and JAWS relating to tax liability of the Corporation
and  JAWS,  as  the  case may be based upon any misrepresentations made or fraud
committed in filing a return or in supplying information for the purposes of any
Regulations  or  other  legislation  imposing  tax  on the Corporation and JAWS.

                                   ARTICLE 7.
                                    INDEMNITY

     ARTICLE  7.     INDEMNITYSECTION 7.1     INDEMNITYSECTION 7.1     INDEMNITY

The Vendors shall jointly and severally indemnify and save the Purchaser and the
Corporation,  or both, harmless from and against any loss whatsoever arising out
of,  under  or  pursuant  to:

7.1.1     all  claims,  liabilities, contracts, undertakings and arrangements of
the  Corporation,  including,  without limiting the generality of the foregoing,
any  liabilities  for  federal, provincial, sales, excise, income, corporate and
any  other  taxes  of  the  Corporation,  existing  at  the Closing Date and not
disclosed in, provided for or included in the Corporation's Financial Statements
save  and  except  those  liabilities;

     7.1.1.1     disclosed  in  this  Agreement  or  any  Schedule  hereto,  or

     7.1.1.2     accruing  or  incurred  in  the  ordinary  course  of  business
subsequent  to  the date of the Corporation's Financial Statements and up to the
Closing  Date;  and

     7.1.1.3     any and all reassessments for income tax, sales tax, excise tax
and  any interest or penalty for any period ending on or before the Closing Date
for  which  no adequate reserve has been provided in the Corporation's Financial
Statements  in  respect  of  any  matter  arising  prior  to  the  Closing Date.


                                   ARTICLE 8.
                               PRE-CLOSING MATTERS

     ARTICLE  8.     PRE-CLOSING  MATTERSSECTION  8.1     COVENANTS  OF  THE
VENDORS8.1     COVENANTS  OF  THE  VENDORS

During  the  period  from  the  date  hereof  to  the  Closing  Time:

8.1.1     each  Vendor shall use its best efforts to cause all of the conditions
for  the benefit of the Purchaser to be fulfilled at or before the Closing Time;


<PAGE>
                               Exhibit A - Page 19
8.1.2     no  Vendor  shall submit or entertain any offers from any other Person
in  respect  of  and  shall  not  enter  into  discussions with any other Person
relating  to  a  proposed  disposition  by  the  Vendors  of any interest in the
Corporation  or  a disposition by the Corporation of the Corporation's Assets or
any  part  thereof;  and

8.1.3     no  Vendor  shall  permit,  cause  or acquiesce in the issuance of any
securities  by the Corporation to any Person, except pursuant to the exercise of
existing  rights  described  in  section  5.1.6  hereof  or  as agreed to by the
parties.

SECTION  8.2     COVENANTS  OF  JAWS8.2     COVENANTS  OF  JAWS

During  the  period  from  the  date  hereof  to  the  Closing  Time:

8.2.1     JAWS  shall  use their best efforts to cause all of the conditions for
the  benefit  of  the  Vendors  to  be  fulfilled at or before the Closing Time;

8.2.2     the  Purchaser shall not submit or entertain any offers from any other
Person  in respect of and shall not enter into discussions with any other Person
relating  to  a  proposed  disposition  by  the Purchaser of any interest in the
Purchaser  or  a  disposition  by the Purchaser of the Purchaser's Assets or any
part  thereof;  and

8.2.3     the  Purchaser shall not permit, cause or acquiesce in the issuance of
any  securities  by the Purchaser to any Person, except pursuant to the exercise
of  existing  rights  or  as  disclosed

SECTION  8.3     EXAMINATION  AND  INVESTIGATION BY PURCHASER8.3     EXAMINATION
AND  INVESTIGATION  BY  PURCHASER

The  Vendors shall permit or cause the Corporation to permit employees, advisors
and  representatives of the Purchaser full and complete access to all facilities
and  premises  and  all  current and historical records and information of every
nature  and  kind within the Vendors' or the Corporation's possession or control
which  relate  to  the  acquisition,  exploration,  development,  construction,
operation,  maintenance,  or ownership of any of the Corporation's Assets or the
conduct  of  its  business  or  with respect to the incorporation, organization,
operations,  or  financial  position  of  the  Corporation or the acquisition or
ownership  of  the  shares of the Corporation for the purposes of reviewing same
and  such  employees,  advisors,  and representatives shall be permitted to make
copies  of such records and information as they may deem advisable.  Each Vendor
shall use their best efforts to make available, or cause the Corporation to make
available,  to  the  Purchaser  any  pertinent  information that is possessed by
another  Person  or  which is relevant to acquisition, exploration, development,
construction,  operation, maintenance, and ownership of the Corporation's Assets
or  the conduct of its business.  The Purchaser and its employees, advisors, and
representatives  shall  be  entitled  to make copies of such information as they
reasonably  consider  necessary.  the  Vendors  shall  not require the return or
destruction  of  any  information  prior  to  the  Closing  Time.

SECTION  8.4     EXAMINATION AND INVESTIGATION BY VENDORS8.4     EXAMINATION AND
INVESTIGATION  BY  VENDORS


<PAGE>
JAWS shall permit employees and advisors and representatives of the Vendors full
and  complete  access  to  all  facilities  and  premises  and  all  current and
historical  records  and  information  of  every  nature  and  kind  within  the
Purchaser's  or  JAWS'  possession or control which relate to the acquisition or
ownership  of  any  of  the  Purchaser's Assets or JAWS Shares or the conduct of
their  business  or with respect to the incorporation, organization, operations,
or  financial  position of the Purchaser or JAWS or the acquisition or ownership
of  JAWS Shares for the purposes of reviewing same and such employees, advisors,
and  representatives  shall  be  permitted  to  make  copies of such records and
information  as  they  may deem advisable.  JAWS shall use their best efforts to
make  available  to  the  Vendors any pertinent information that is possessed by
another  Person  or  which  is  relevant  to  acquisition  and  ownership of the
Purchaser's Assets or JAWS Shares or the conduct of their business.  The Vendors
and  their  employees,  advisors,  and representatives shall be entitled to make
copies  of  such  information as they reasonably consider necessary.  JAWS shall
not  require  the  return or destruction of any information prior to the Closing
Time.

SECTION  8.5     CORPORATION'S  FINANCIAL  STATEMENTS8.5     CORPORATION'S
FINANCIAL  STATEMENTS

To  the extent not previously delivered, the Vendors shall cause the Corporation
as  soon  as practical, to deliver the Corporation's Financial Statements to the
Purchaser.

SECTION  8.6     JAWS'  FINANCIAL  STATEMENTS8.6     JAWS'  FINANCIAL STATEMENTS

To  the  extent  not  previously  delivered,  the  Purchaser  shall deliver JAWS
Financial  Statements  to  the  Vendor.

                                   ARTICLE 9.
                      NON-DISCLOSURE AND USE OF INFORMATION

     ARTICLE  9.     NON-DISCLOSURE AND USE OF INFORMATIONSECTION 9.1     USE OF
CORPORATION'S  INFORMATIONSECTION  9.1     USE  OF  CORPORATION'S  INFORMATION

Notwithstanding  the  obligations  of  the Vendors to provide information to the
Purchaser  pursuant  to  Article  8  hereof:

9.1.1     the  Vendors  and the Corporation shall not be under any obligation to
give  such  access  or  furnish  such  information  if  to do so would cause the
Corporation to be in violation of any confidentiality agreement with any Person,
if  such  Person  has  refused  to permit the release of such information to the
Purchaser  following  exercise  by the Corporation of its best efforts to obtain
consent  to such release when the exercise of such best efforts was requested by
the  Purchaser;

9.1.2     any information provided to the Purchaser or any employee, advisor and
representative  of  the  Purchaser hereunder which is not publicly disclosed, is
confidential or is proprietary in nature ("the Corporation's Information") shall
be  kept  confidential  and  shall not, without the prior written consent of the
Corporation,  be  disclosed by a recipient in any manner whatsoever, in whole or
in part, and shall not be used by the Purchaser or any such employee, advisor or
representative (other than in connection with this transaction) or following the
termination  of  this  Agreement  in  the  acquisition  of any securities of the
Corporation  or  any  of  the  Corporation's Assets in another transaction for a
period  of  one  year  following  the  termination  of  this  Agreement.  The
Corporation's  Information  shall  be  revealed  only to employees, advisors and
representatives  who  need  to  know  it  for  the  purpose  of implementing the
transaction who will be informed of the confidential nature of the Corporation's
Information  and  agree  to  act  in  accordance  herewith;

9.1.3     the  term  the Corporation's Information shall not include information
which:


<PAGE>
9.1.3.1     is  or  becomes  generally  available  to the public other than as a
result  of  a  disclosure  by  the  Purchaser  or  any  other  recipient  of the
Corporation's  Information  hereunder,  or

9.1.3.2     is  or  becomes available to the Purchaser or any other recipient of
the  Corporation's  Information  hereunder  on  a  non-confidential basis from a
source  other  than the Corporation which is not prohibited from disclosing such
Corporation's  Information to the Purchaser by a legal, contractual or fiduciary
obligation  to  the  Corporation;  and

9.1.4     in  the  event  that  the  Purchaser  or  any  other  recipient of the
Corporation's  Information  hereunder becomes legally obliged to disclose any of
the  Corporation's Information, the Purchaser shall provide the Corporation with
prompt  notice of such obligation (and in any event not less than 24 hours prior
to the time that such the Corporation's Information is required to be disclosed)
so  that the Corporation may seek a protective order or other appropriate remedy
and/or waive compliance with this Subsection.  In the event that such protective
order or other remedy is not obtained, or that the Corporation waives compliance
with  this Subsection, the Purchaser or any other recipient of the Corporation's
Information  hereunder  shall  furnish  only  that  portion of the Corporation's
Information  which  is  legally required to be disclosed and exercise their best
efforts  to  obtain  reliable  assurance  that  confidential  treatment  will be
accorded  the  Corporation's  Information.

SECTION 9.2     USE OF PURCHASER'S INFORMATIONSECTION 9.2     USE OF PURCHASER'S
INFORMATION

Notwithstanding  the  obligations  of JAWS to provide information to the Vendors
pursuant  to  Article  8  hereof:

9.2.1     JAWS  shall not be under any obligation to give such access or furnish
such  information  if  to  do  so  would  cause  JAWS  to be in violation of any
confidentiality  agreement with any Person, if such Person has refused to permit
the  release  of  such  information  to  the Purchaser following exercise by the
Purchaser  of  its  best  efforts  to  obtain  consent  to such release when the
exercise  of  such  best  efforts  was  requested  by  the  Purchaser;

9.2.2     any  information  provided  to  the  Vendors or the Corporation or any
employee, advisor and representative of the Vendors or the Corporation hereunder
which  is  not  publicly  disclosed, is confidential or is proprietary in nature
("the  Purchaser's  Information")  shall  be  kept  confidential  and shall not,
without  the prior written consent of the Purchaser, be disclosed by a recipient
in  any  manner  whatsoever,  in  whole or in part, and shall not be used by the
Vendors  or  the  Corporation  or  any  such employee, advisor or representative
(other than in connection with this transaction) or following the termination of
this  Agreement  in the acquisition of any securities of the Purchaser or any of
the Purchaser's Assets in another transaction for a period of one year following
the  termination  of  this  Agreement.  The  Purchaser's  Information  shall  be
revealed only to employees, advisors and representatives who need to know it for
the  purpose  of  implementing  the  transaction  who  will  be  informed of the
confidential  nature  of  the  Purchaser's  Information  and  agree  to  act  in
accordance  herewith;


<PAGE>
                               Exhibit A - Page 19
9.2.3     the  term  the  Purchaser's  Information shall not include information
which:

9.2.3.1     is  or  becomes  generally  available  to the public other than as a
result  of a disclosure by the Vendors or the Corporation or any other recipient
of  the  Purchaser's  Information  hereunder,  or

9.2.3.2     is  or  becomes  available  to the Vendors or the Corporation or any
other  recipient  of the Purchaser's Information hereunder on a non-confidential
basis  from  a  source  other  than  the  Purchaser which is not prohibited from
disclosing  such  Purchaser's Information to the Vendors or the Corporation by a
legal,  contractual  or  fiduciary  obligation  to  the  Purchaser;  and

9.2.4     in  the  event  that  the  Vendors  or  the  Corporation  or any other
recipient  of  the  Purchaser's Information hereunder becomes legally obliged to
disclose  any  of  the  Purchaser's  Information, the Vendors or the Corporation
shall  provide  the  Purchaser with prompt notice of such obligation (and in any
event  not  less  than  24  hours  prior  to  the time that such the Purchaser's
Information  is  required  to  be  disclosed)  so  that the Purchaser may seek a
protective  order  or other appropriate remedy and/or waive compliance with this
Subsection.  In  the  event  that  such  protective order or other remedy is not
obtained,  or  that  the  Purchaser  waives compliance with this Subsection, the
Vendors,  the  Corporation or any other recipient of the Purchaser's Information
hereunder  shall  furnish only that portion of the Purchaser's Information which
is  legally  required  to be disclosed and exercise their best efforts to obtain
reliable  assurance that confidential treatment will be accorded the Purchaser's
Information.

SECTION  9.3     PRESS  RELEASESSECTION  9.3     PRESS  RELEASES

All press releases or other similar public written communications of any sort by
the  JAWS,  the Vendors or the Corporation relating to this transaction and this
Agreement  and the method of release for publication thereof, will be subject to
the  approval  of  the Purchaser and the Vendors.  The Purchaser and the Vendors
will  deal  expeditiously  with  a  request  for  approval  of  such  a  written
communication.  The  Vendors  and  the  Purchaser  will cooperate in relation to
other  public communications with respect to their respective businesses or this
transaction  with  a  view  to  achieving  consistency  in  the  content of such
communication  and  ensuring  that  such communications are consistent with this
Agreement.

                                   ARTICLE 10.
          CONDITIONS PRECEDENT TO THE PERFORMANCE UNDER THIS AGREEMENT

     ARTICLE  10.     CONDITIONS  PRECEDENT  TO  THE  PERFORMANCE  UNDER  THIS
AGREEMENTSECTION  10.1     PURCHASER'S CONDITIONS10.1     PURCHASER'S CONDITIONS

The  obligation of the Purchaser to complete the purchase of the Vendor's Rights
shall  be  subject to the satisfaction of, or com-pliance with, at or before the
Closing  Time,  each  of  the  following  conditions  (each  of  which is hereby
acknowledged  to  be inserted for the exclusive benefit of the Purchaser and may
be  unilaterally  waived  by  the  Purchaser  in  whole  or  in  part):


<PAGE>
     10.1.1          Truth  and  Accuracy  of  Representations  -  All  of  the
representations  and warranties of the Vendors set forth in this Agreement shall
be  true  and  correct  as at the Closing Time with the same force and effect as
though  made  at  the  Closing  Time  except  to  the  extent  affected  by  the
transactions  contemplated  by  this  Agreement.

10.1.2          Satisfactory  Due Diligence - All requests for information about
the  Vendors and the Corporation shall have been responded to by the Vendors and
the  Corporation to the satisfaction of the Purchaser in its sole discretion and
the  Purchaser shall have received all documentation required to be delivered to
the  Purchaser  at or before the Closing Time in accordance with this Agreement.

10.1.3          Revenue  -  The  Purchasers  auditors  shall  have completed and
provided  audited  statements  to the Purchaser in order to accurately calculate
the  Purchase  Price.

10.1.4          Compliance  with  Agreement  -  All  of  the  terms,  covenants,
agreements  and conditions of this Agreement to be complied with or performed by
the  Vendors  at  or  before  the  Closing Time shall have been complied with or
performed.

     10.1.5          Receipt of Closing Documentation - The Purchaser shall have
received  all  documentation  required  to  be  delivered to the Purchaser at or
before  the  Closing  Time  in  accordance  with  this  Agreement.

     10.1.6          Approvals  -  All approvals relating to the consummation of
the  transactions hereby contemplated shall have been obtained from the relevant
regulatory  bodies;

     10.1.7          Discharges  -  All  liens,  charges, encumbrances, security
interests  and  other claims, whatsoever, registered or made by any Person on or
against  the  Vendor's  Rights shall have been discharged or provision therefor,
satisfactory  to  the  Purchaser  shall  have been made at or before the Closing
Time.

     10.1.8          Legal  Formalities  -  All  actions and proceedings and all
instruments  and  documents  required  to  implement this Agreement or any other
agreements  incidental  thereto,  and  all  other  legal matters relating to the
purchase  of the Vendor's Rights by the Purchaser shall have been approved as to
form  and  legality  by  counsel  for  the  Purchaser.

     10.1.9          Condition  of  Corporation's  Financial  Statements  -  The
Purchaser  shall  have  received  the  Corporation's  Financial  Statements  in
accordance  with Section 8.5 and shall be satisfied with the financial condition
of  the  Corporation  based  on  the  contents  of  the  Corporation's Financial
Statements.

     10.1.10     No  Restrictions - No action or proceeding, judicial (at law or
in  equity)  or  extra-judicial, shall be pending or threatened by any Person to
enjoin,  restrict  or  prohibit:

          10.1.10.1     the  purchase  and  sale  of  the  Vendor's  Rights
contemplated  hereby  or  the  subsequent use, benefit and enjoyment thereof; or

10.1.10.2     the  right  of the Corporation or the Purchaser from and after the
Closing  Time  to  conduct,  expand and develop the business of the Corporation.


<PAGE>
                               Exhibit A - Page 23
     10.1.11     Opinion  of  Counsel  to  Vendors  -  The  Vendors  shall  have
delivered  to  the  Purchaser  and  Purchaser's  counsel a favourable opinion of
counsel  to  the  Vendors  as  to:

10.1.11.1     the  legal  status,  power and authority of the Vendors to execute
and  perform  the  terms  of this Agreement and any other agreement, document or
instrument  required  to  be  delivered  by  the  Vendors  hereunder;

10.1.11.2     the  valid, binding and enforceable nature of all such agreements,
documents  and  instruments;

10.1.11.3     any  other  matters  which,  in  the  opinion  of  counsel for the
Purchaser, are material in connection with the transactions herein contemplated;
and

Provided  that  counsel  for  the Vendors, in rendering the opinions required in
this  Section,  may  rely  as  to  any  factual  matters  on  a  certificate  or
certificates  provided to them by the Vendors, which certificate or certificates
shall  be attached to such opinions and as to the laws of any jurisdiction other
than  the Province of Alberta, may rely on opinions addressed to them from other
counsel  satisfactory  to counsel for the Vendors, and which opinions from other
counsel  shall  also  be  addressed  to  the  Purchaser  and  to counsel for the
Purchaser.

     10.1.12     No  Change  of  Laws  -  After the date hereof and prior to the
Closing  Time,  there  shall  have  been  no  change in the laws in force in any
jurisdiction in which any of the Corporation's business is carried on, or any of
the Corporation's Assets are located including, without limitation, amendment to
or  repeal of existing statutes, regulations, rules or policies and enactment or
implementation  of  new  statutes,  regulations,  rules  or  policies,  nor  the
occurrence  of  any  general  or  specific  event  which,  in the opinion of the
Purchaser,  could  materially  adversely  affect  the  Corporation's Assets, the
conduct  of its business, or the transactions contemplated herein or the ability
of  the  Corporation  to  conduct,  expand  or develop its business or to own or
operate  the  Corporation's  Assets  after  the Closing Time, and no such change
shall  have  been  proposed.

     10.1.13     Concurrent  Closings  -  All of the conditions precedent to the
obligations of the Purchaser to complete the transactions herein contemplated or
contemplated  in  the  other  agreements  contemplated  or  required  hereby and
Schedules  hereto  shall  have  been  fulfilled  or  satisfactorily performed in
accordance  therewith  including,  without  limitation,  the  delivery  of  all
documents  required  to  be  delivered  thereunder.

     10.1.14     No Change in Operations - Except as agreed to in writing by the
Purchaser,  the  Corporation  shall not and the Vendors shall take such steps as
may  be  necessary  to  cause  the  Corporation  not  to:

     10.1.14.1     acquire or agree to acquire any assets or acquire or agree to
acquire by amalgamating, merging or consolidating with, purchasing substantially
all of the assets of or otherwise, any business or any corporation, partnership,
association  or  other  business  organization  or  division  thereof;


<PAGE>
     10.1.14.2     and  will not agree to sell, lease or otherwise dispose of or
grant  any  option  with  respect  to  any  of  its  assets;

     10.1.14.3     guarantee  the  payment of indebtedness or incur indebtedness
for  money  borrowed  or  issue  any  debt  securities;  or

     10.1.14.4     grant  any  director,  any  officer or any employee who has a
policy making function or who manages a principal business unit, any increase in
compensation  or  in  severance  or  termination  pay  (whether  or  not  such
compensation  or pay is payable in cash), or enter into any employment agreement
with  any  such  director,  officer  or employee, or hire or promote any Person.

     10.1.15     No  Damage  -  No  destruction, material damage, appropriation,
expropriation  or  seizure of any of the Corporation's Assets or Vendor's Rights
or  of  all  the  Corporation's  Assets  shall  have  occurred.

     10.1.16     Statutory  Restrictions  -  There  shall  be  no  impediment,
prohibition  or restriction existing and no offence would occur or result at the
Closing  Time  under  any  applicable  statute  or  regulation  to  which  the
transactions  contemplated  hereby  would  be  subject,  by  the  Closing of the
transactions  contemplated  hereby.

SECTION  10.2     VENDORS'  CONDITIONSSECTION  10.2     VENDORS'  CONDITIONS

The  obligation of each Vendor to complete the sale of the Vendor's Rights shall
be  subject to the satisfaction of, or compliance with, at or before the Closing
Time,  each of the following conditions (each of which is hereby acknowledged to
be  inserted  for  the  exclusive benefit of each Vendor and may be unilaterally
waived  by  each  Vendor  in  whole  or  in  part):

10.2.1          Truth  and  Accuracy  of  Representations  -  All  of  the
representations and warranties of JAWS set forth in this Agreement shall be true
and correct as at the Closing Time with the same force and effect as though made
at  the  Closing  Time.

10.2.2          Performance  of  Obligations  -  All  of  the  terms, covenants,
agreements  and conditions of this Agreement to be complied with or performed by
the  Purchaserat  or  before  the  Closing Time shall have been complied with or
performed.

10.2.3          Employment  Agreements  -  The Purchaser shall have delivered to
each  of  the  Vendors,  a  satisfactory  employment agreement and/or consulting
services  agreement.

10.2.4          Taxation  Provisions  -  The  Vendors  shall  have  received tax
advice,  satisfactory  to  the  Vendors  and  the  Vendors  counsel, providing a
mechanism  whereby  capital  gains  related  to this transaction can be deferred
until  such  time  as  JAWS  shares  are  tradable.

10.2.5          Opinion  of  Purchaser's  Counsel  -  The  Purchaser  shall have
delivered  to the Vendors and to counsel for the Vendors a favourable opinion of
the  Purchaser's  counsel  and  JAWS  counsel  as  to:


<PAGE>
     10.2.5.1     the  legal  status, power and authority of JAWS to execute and
perform  the  terms  of  this  Agreement  and  any  other agreement, document or
instrument  required  to  be  delivered  by  JAWS  hereunder;

     10.2.5.2     the  valid,  binding  and  enforceable  nature  of  all  such
agreements,  documents  and  instruments;  and

     10.2.5.3     as  to  any other matters which, in the opinion of counsel for
the  Vendors,  are  material  in  connection  with the transactions contemplated
hereby.

Provided  that  counsel  for  JAWS,  in  rendering  the opinion required in this
Section,  may  rely as to any factual matters on the certificate or certificates
provided  to  them  by the president, any vice-president or the secretary of the
Purchaser,  as  the  case  may  be,  which  certificate or certificates shall be
attached  to such opinion, and as to the laws of any jurisdiction other than the
Province  of  Alberta, may rely on opinions addressed to them from other counsel
satisfactory to counsel for the Purchaser or JAWS, as the case may be, and which
opinions  from  other  counsel  shall  also  be  addressed to the Vendors and to
counsel  for  the  Vendors.

SECTION  10.3     RIGHTS  OF  JAWS10.3     RIGHTS  OF  JAWS

If  any  of  the  conditions  for  the exclusive benefit of JAWS as set forth in
Section 10.1 shall not have been fulfilled at or prior to the Closing Time, JAWS
shall  be  entitled, by notice to the Vendors prior to the time of completion of
the  Closing:

     10.3.1          to terminate their obligations hereunder and this Agreement
effective  as  of  the  time  of  such  notice;  or

     10.3.2          to  proceed with the Closing as contemplated by Article 11.

If no such notice is given prior to the completion of the Closing, JAWS shall be
deemed  to  have  elected to proceed with the Closing as contemplated by Article
11.

SECTION  10.4     RIGHTS  OF  THE  VENDORS10.4     RIGHTS  OF  THE  VENDORS

If  any  of the conditions for the exclusive benefit of the Vendors set forth in
Section  10.2 shall not have been fulfilled at or prior to the Closing Time, the
Vendors  shall  be  entitled,  by notice to the Purchaser  and JAWS prior to the
time  of  completion  of  the  Closing:

     10.4.1          to terminate their obligations hereunder and this Agreement
effective  as  of  the  time  of  such  notice;  or

     10.4.2          to  proceed with the Closing as contemplated by Article 11.

If  no  such notice is given prior to the completion of the Closing, the Vendors
shall  be  deemed to have elected to proceed with the Closing as contemplated by
Article  11.


<PAGE>
                               Exhibit A - Page 23
SECTION  10.5     RIGHTS  OF  TERMINATION10.5     RIGHTS  OF  TERMINATION

If  this  Agreement  has  been  terminated pursuant to Section 10.3.1 or Section
10.4.1  hereof,  all  Parties to this Agreement shall be released from all their
obligations under this Agreement, save and except with respect to pay a break up
fee  as  set  out  in  Section  2.2  of  this  Agreement.

     ARTICLE  11.
     CLOSING

     ARTICLE  11.     CLOSINGSECTION  11.1     PLACE  OF  CLOSING  AND  CLOSING
TIME11.1     PLACE  OF  CLOSING  AND  CLOSING  TIME

The  Closing shall take place at the Closing Time at the offices of Beard Winter
LLP,  Barristers  &  Solicitors, or at such other place as may be agreed upon by
the  Vendors  and the Purchaser; Provided However, if the Parties are diligently
pursuing  completion  of the conditions precedent to Closing, the Parties hereby
agree  that the Time for Closing shall be extended for such reasonable period as
shall  be  necessary  to  complete  such  matters.

SECTION  11.2     DELIVERIES  BY  VENDORS11.2     DELIVERIES  BY  VENDORS

At  the  Closing  Time  and  at  the  place  of  the Closing, each Vendor shall:

     11.2.1          deliver  to the Purchaser certificates or other instruments
representing  or  evidencing  the  Vendor's Rights duly endorsed for transfer or
assignment  to  the  Purchaser;

     11.2.2          deliver  to  the Purchaser a certified copy of a resolution
of  the  directors of the Corporation consenting to the transfer of the Vendor's
Rights  and  authorizing  the  registration  of such transfer on the appropriate
registers  of  the  Corporation;

     11.2.3     deliver  to  the  Purchaser  one  or  more certificates or other
instruments  representing  or  evidencing the Vendor's Rights, registered in the
name  of the Purchaser duly signed by the proper officers of the Corporation and
evidence  satisfactory  to  the  Purchaser  that  it is registered as the holder
thereof  on  the  appropriate  registers  of  the  Corporation;

     11.2.4          deliver  to  the  Purchaser  at  the  Closing  Time  the
resignations  of  all of the directors and officers of the Corporation effective
immediately  upon  the  delivery  thereof,  together with a complete release and
discharge  by  such  directors  and  officers  of any and all claims against the
Corporation  which  may  have  arisen  prior  to  the  Closing  Time;

     11.2.5          deliver  to  the  Purchaser  a  certificate  signed by each
Vendor  to  the  effect  that  the  representations and warranties of the Vendor
herein  contained  are  true  and  correct  as  at  the  Closing  Time;

     11.2.6     deliver  to  the  Purchaser  a  letter  from  the  Corporation's
auditors acknowledging that the Purchaser is relying upon such auditors' opinion
with  respect  to  the  audited Corporation's Financial Statements in connection
with  the  Purchaser's  purchase  of  the  Vendor's  Rights;


<PAGE>
     11.2.7          the  opinion  of  counsel  to  the  Vendors  referred to in
Section  10.1.11;

     11.2.8          deliver  to  the  Purchaser  such  other  documents  as the
Purchaser  may  reasonably  request.

SECTION  11.3     DELIVERIES  OF  JAWS  AT CLOSING11.3     DELIVERIES OF JAWS AT
CLOSING

At  the  Closing  Time  and  at the Place of Closing, JAWS shall deliver to each
Vendor:

     11.3.1          deliver  to  each  Vendor one or more certificates or other
instruments representing or evidencing the Purchase Consideration herein payable
to  each  Vendor,  in  accordance  with  Section  3.1  hereof and subject to the
provisions  in  3.2;

     11.3.2          certified  resolutions of JAWS authorizing the transactions
contemplated  hereby;

     11.3.3          the  opinion of counsel to the Purchaser and the opinion of
counsel  to  JAWS  referred  to  in  Section  10.2.5;

     11.3.4          a  certificate  signed  by an officer of JAWS to the effect
that  the  representations and warranties of JAWS, herein contained are true and
correct  as  at  the  Closing  Time;

     11.3.5          deliver  to  the  Vendors  a  letter  from  JAWS  auditors
acknowledging  that  the  Vendors  are  relying upon such auditors' opinion with
respect to the audited JAWS Financial Statements in connection with the Vendor's
sale  of  its  Vendor's  Rights;  and

     11.3.6          such  other  documents  as  Vendors may reasonably request.

SECTION  11.4     CLOSING  ESCROW11.4     CLOSING  ESCROW

All  payments  or documents delivered by any Person at the Closing Time shall be
deemed  not  to  have  been  delivered  until  each  of the Vendors and JAWS has
declared  that  it  is  satisfied with the form and substance of the payments or
documents  to  be delivered to such Person and all conditions to the delivery or
release  of  any  payments  or  documents to be delivered at the Closing Time by
Parties  other  than  the  Vendors  or  the Purchaser shall have been satisfied.

                                   ARTICLE 12.
                                  MISCELLANEOUS

     ARTICLE  12.     MISCELLANEOUSSECTION  12.1     GOVERNING  LAW  AND
ATTORNMENTSECTION  12.1     GOVERNING  LAW  AND  ATTORNMENT

This  Agreement  shall,  in  all  respects,  be  subject  to and be interpreted,
construed and enforced in accordance with the laws in effect within the Province
of  Ontario.  Each  Party  hereby  expressly  attorns to the jurisdiction of the
courts  of  the  Province  of  Ontario  and  all  courts  of  appeal  therefrom.


<PAGE>
                               Exhibit A - Page 25
SECTION  12.2     TIME  OF  THE  ESSENCESECTION  12.2     TIME  OF  THE  ESSENCE

Time  shall  in  all  respects  be  of  the  essence  of  this  Agreement.

SECTION  12.3     NOTICESSECTION  12.3     NOTICES

The  address  for  notices  of  each  of  the  Parties  shall  be  as  follows:

JAWS  TECHNOLOGIES,  INC.

1013  17th  Avenue  S.W.,
Calgary,  Alberta  T2T  OA7
Attention:  Robert  Kubbernus

Facsimile  No.:          (403)  508-5058
Telephone  No.:          (403)  508-5055


PETER  LABRINOS,  JAMES  WANG,  AIDEN  O'BRIEN,  JOSEPH  IUSO,
JOSEPH  T.  LEE  AND  MAM  LING  WANG
 C/O  PACE  SYSTEMS  GROUP  INC.
Suite  307
1  Concord  Gate
Don  Mills,  Ontario,  M3C  3N9
Attention:  Peter  Labrinos

Facsimile  No.:          (416)  444-4442
Telephone  No.:          (416)  444-9273

Each  of  the  Parties  may  from  time to time change their address for service
herein  by  giving  written  notice to the other Party.  Any notice, required or
contemplated  hereunder,  may  be  served by personal service upon an officer or
director  of a Party or by telecopy, facsimile transmission or mailing the same,
except  during  periods  of actual or anticipated postal disruptions, by prepaid
registered  post  in a properly addressed envelope addressed to the Party at its
address  for  service hereunder, as the same may be amended from time to time in
accordance herewith.  Any notice given by service upon an officer or director of
a  Party  shall  be  deemed to be given on the date of such service.  Any notice
given  by  mail  shall be deemed to be given to and received by the addressee on
the  fifth Business Day after the mailing thereof.  Any notice given by telecopy
or  facsimile  transmission  shall  be deemed to be given to and received by the
addressee  on  the  next  Business  Day  after  the  sending  thereof.

SECTION  12.4     PRIOR  AGREEMENTSSECTION  12.4     PRIOR  AGREEMENTS

This  Agreement shall supersede and replace any and all prior agreements between
the  Parties relating to the sale and purchase of the Vendor's Rights and may be
amended  only  by  written  instrument  signed  by  all  Parties.


<PAGE>
SECTION  12.5     FURTHER  ASSURANCESSECTION  12.5     FURTHER  ASSURANCES

Each  Party  hereto  shall, from time to time, and at all times hereafter at the
request  of  any  other  Party hereto, but without further consideration, do all
such further acts and execute and deliver all such further instruments, notices,
releases and documents as shall be reasonably required in order to fully perform
and  carry  out  the  terms  hereof.

This  instrument  states  the  entire  agreement  between  the  Parties.

SECTION  12.6     ENUREMENTSECTION  12.6     ENUREMENT

This  Agreement  shall  be binding upon and shall enure to the benefit of and be
binding  upon  the  Parties  and  their  respective  successors,  receivers,
receiver-managers,  trustees  and  permitted  assigns,  as  the  case  may  be.

IN  WITNESS  WHEREOF  the Parties hereto have duly executed this Agreement as of
the  date  first  above  written.

<TABLE>
<CAPTION>


JAWS  TECHNOLOGIES,  INC.




<S>                              <C>                                 <C>
Per:___________________________  Per: _____________________________
Riaz Mamdani, . . . . . . . . .  CFO                                 Vikki, Robinson, Corporate Secretary
Authorized Signing Officer


_______________________________  __________________________________
Peter Labrinos. . . . . . . . .  Witness


_______________________________  __________________________________
Vasiliki Labrinos . . . . . . .  Witness


_______________________________  __________________________________
Panagiotis Labrinos . . . . . .  Witness


_______________________________  __________________________________
James Wang. . . . . . . . . . .  Witness


_______________________________  __________________________________
Cindy Wang. . . . . . . . . . .  Witness


<PAGE>

_______________________________  __________________________________
Aidan O'brien . . . . . . . . .  Witness


_______________________________  __________________________________
Joseph Iuso . . . . . . . . . .  Witness


_______________________________  __________________________________
Joseph T. Lee . . . . . . . . .  Witness


_______________________________  __________________________________
Mam Ling Wang . . . . . . . . .  Witness
</TABLE>





<PAGE>

                               Exhibit A - Page 27
SCHEDULE  "A"  TO  THAT SHARE PURCHASE AGREEMENT DATED THE 3RD, DAY OF NOVEMBER,
1999,  AMONG  THE SHAREHOLDERS OF PACE SYSTEMS GROUP AND JAWS TECHNOLOGIES, INC.
AS  PURCHASER



     CORPORATION'S  ASSETS

See  Audited  Financials  dated  July  31,  1999.


<PAGE>

                               Exhibit A - Page 1
SCHEDULE  "B"  TO  THAT SHARE PURCHASE AGREEMENT DATED THE 3RD, DAY OF NOVEMBER,
1999,  AMONG  THE SHAREHOLDERS OF PACE SYSTEMS GROUP AND JAWS TECHNOLOGIES, INC.
AS  PURCHASER



     CORPORATION'S  FINANCIAL  STATEMENTS


<PAGE>

                               Exhibit A - Page 29
SCHEDULE  "C"  TO  THAT SHARE PURCHASE AGREEMENT DATED THE 3RD, DAY OF NOVEMBER,
1999,  AMONG  THE SHAREHOLDERS OF PACE SYSTEMS GROUP AND JAWS TECHNOLOGIES, INC.
AS  PURCHASER


     JAWS  Assets

See  Audited  Financials  dated December 31, 1998 and Quarterly Financials dated
March  30,  1999,  and  June  30,  1999.

<PAGE>
- ------
SCHEDULE  "D"  TO  THAT SHARE PURCHASE AGREEMENT DATED THE 3RD, DAY OF NOVEMBER,
1999,  AMONG  THE SHAREHOLDERS OF PACE SYSTEMS GROUP AND JAWS TECHNOLOGIES, INC.
AS  PURCHASER


     JAWS  Financial  Statements


<PAGE>
                                       -  -
form  8-k(4).doc
                               Exhibit B - Page 4
                                    EXHIBIT B

                               AMENDING AGREEMENT

     THIS AMENDING AGREEMENT dated the 3rd day of November, 1999 to be effective
as  of  the  15th  day  of  October,  1999.

AMONG:

JAWS  TECHNOLOGIES, INC., a corporation incorporated pursuant to the laws of the
State  of  Nevada  (the  "Purchaser")

                                     - and -


THOSE  PARTIES  HERETO  WHO  ARE  DEFINED  AS  AND WHO EXECUTE THIS AGREEMENT AS
VENDORS  (herein  collectively called the "Vendors" and individually a "Vendor")

                                     - and -

PACE  SYSTEMS  GROUP,  INC.,  a  corporation  incorporated under the laws of the
Province  of  Ontario  ("Pace")


     WHEREAS the parties are party to that share purchase agreement made the 3rd
day of November, 1999 to be effective the 15th day of October, 1999 between Jaws
Technologies, Inc. and the shareholders of Pace Systems Group, Inc. collectively
referred  to  as  the  Vendors  (the  "Share  Purchase  Agreement");  and

     WHEREAS  pursuant to the provisions of the Share Purchase Agreement and the
terms  of  the  Amending  Agreement, the parties to the Share Purchase Agreement
agree to permit a reorganization of the Articles of Incorporation of Pace and to
execute  such  further documents and agreements and give such further assurances
and  undertake  such further action as might be necessary to give effect hereto.

     NOW  THEREFORE  the  parties  agree  as  follows:


<PAGE>
                                       -  -
form  8-k(4).doc
ARTICLE    1
                                 INTERPRETATION

ARTICLE    1.1     Capitalized  terms shall, unless otherwise defined herein, be
given  the  same  meaning  as  is  ascribed  to such terms in the Share Purchase
Agreement,  the  Support  Agreement,  the  Exchangeable Share Provisions and the
Voting  and  Exchange  Trust  Agreement.
ARTICLE    1.2     The  Share Purchase Agreement, as amended and supplemented by
the  provisions  of  this Agreement, shall remain in full force and effect as if
the  provisions  thereof  and  hereof  were  contained in one agreement.  To the
extent  that  there  is  any  conflict  between  the terms of the Share Purchase
Agreement  and  the  terms  of  this  Agreement,  this  Agreement  shall govern.

ARTICLE    1
                          IMPLEMENTING THE TRANSACTION

ARTICLE    1.1     The  parties  agree  that  the  purchase  and  sale  of  the
Corporation's  Shares  shall  be  carried  out  in  the  following  manner:


<PAGE>
                                       -  -
form  8-k(4).doc
(a)     Pace  shall  file  Articles  of  Amendment  creating Exchangeable Shares
having  the  terms  and  conditions  set  out  in  Schedule  "A"  hereto  (the
"Exchangeable  Shares");

(a)     The  Vendors  shall  exchange  their  respective  interests  in  the
Corporation's Shares for such number of Exchangeable Shares equal to that number
of  JAWS  Shares  that  equals  the  Purchase  Consideration  as  calculated  in
accordance  with  Section  3.1  and  3.2.1 of the Share Purchase Agreement which
shares shall be issued in accordance with the Escrow Provisions agreed to by the
parties;

(a)     Jaws  shall subscribe for 100 common shares in the share capital of Pace
at  a  subscription  price  of  $1  per  share.

(a)     The  Purchaser  shall create a special voting share (the "Special Voting
Share") having the terms and conditions set out in Schedule "B" hereto and shall
issue to and deposit with the Trustee such Special Voting Share in consideration
of the payment to the Purchaser of U.S. $1, to be held by the Trustee as trustee
for  an  on  behalf  of,  and  for  the  use  and benefit of, the holders of the
Exchangeable Shares, in accordance with the Voting and Exchange Trust Agreement,
hereinafter  defined;

(a)     The  Purchaser  and  Pace will execute and deliver the Support Agreement
attached  hereto  as  Schedule  "C"  (the  "Support  Agreement");

(a)     The  Purchaser, Pace and the Trustee will execute and deliver the Voting
and  Exchange  Trust  Agreement attached hereto as Schedule "D" (the "Voting and
Exchange  Trust  Agreement");  and

(a)     The  Purchaser  shall reserve for issuance such number of shares of JAWS
Shares  as  shall  be necessary for the issuance on exchange of the Exchangeable
Shares.


<PAGE>
                                       -  -
form  8-k(4).doc
ARTICLE    3
                         CERTAIN RIGHTS OF THE PURCHASER
                         TO ACQUIRE EXCHANGEABLE SHARES

ARTICLE    3.1     (a)     The  Purchaser  shall  have the overriding right (the
"Liquidation  Call  Right"),  in  the  event of and notwithstanding the proposed
liquidation,  dissolution  or  winding-up  of  Pace pursuant to Article 5 of the
Exchangeable Share Provisions, to purchase from all but not less than all of the
holders  (other  than  the  Purchaser) of Exchangeable Shares on the Liquidation
Date  all  but  not  less  than all of the Exchangeable shares held by each such
holder on payment by the Purchaser to the holder of the Exchangeable Share Price
applicable  on  the  last  Business  Day  prior  to  the  Liquidation  Date (the
"Liquidation  Call  Purchase  Price").  In  the  event  of  the  exercise of the
Liquidation  Call Right by the Purchaser, each holder shall be obligated to sell
all  the  Exchangeable  Shares  held  by  the  holder  to  the  Purchaser on the
Liquidation  Date  on  payment by the Purchaser to the holder of the Liquidation
Call  Purchase  Price  for  each  such  share.


<PAGE>

                               Exhibit B - Page 3
(b)     To  exercise  the  Liquidation  Call  Right, the Purchaser or any of its
subsidiaries, must notify the Trustee and Pace in writing, of the Purchaser's or
its  subsidiaries'  intent  to  exercise  such right at least 55 days before the
Liquidation  Date  in  the  case  of  a  voluntary  liquidation,  dissolution or
winding-up  of  Pace and at least five Business Days before the Liquidation Date
in  the  case  of an involuntary liquidation, dissolution or winding-up of Pace.
The  Trustee will notify the holders of Exchangeable Shares as to whether or not
the  Purchaser  or  any  of  its subsidiaries has exercised the Liquidation Call
Right  forthwith after the expiry of the date by which the same may be exercised
by  the Purchaser.  If the Purchaser exercises the Liquidation Call Right on the
Liquidation  Date  the  Purchaser will purchase and the holders will sell all of
the  Exchangeable  Shares  then  outstanding  for a price per share equal to the
Liquidation  Call  Purchase  Price.

(b)     For  the  purposes of completing the purchase of the Exchangeable Shares
pursuant  to  the  Liquidation Call Right, the Purchaser or its subsidiary shall
deposit  with  the  Trustee, on or before the Liquidation Date, the Exchangeable
Share  Consideration  representing  the  total  Liquidation Call Purchase Price.
Provided  that  such Exchangeable Share Consideration has been so deposited with
the  Transfer Agent, on and after the Liquidation Date the rights of each holder
of  Exchangeable Shares will be limited to receiving such holder's proportionate
part  of  the  total Liquidation Call Purchase Price payable by the Purchaser or
one  of its subsidiaries without interest upon presentation and surrender by the
holder  of certificates representing the Exchangeable Shares held by such holder
and  the holder shall on and after the Liquidation Date be considered and deemed
for  all  purposes to be the holder of the JAWS Shares delivered to such holder.
Upon  surrender  to  the  Transfer  Agent  of  a  certificate  or  certificates
representing  Exchangeable  Shares,  together  with  such  other  documents  and
instruments as may be required to effect a transfer of Exchangeable Shares under
applicable  law  and  such  additional documents and instruments as the Transfer
Agent  may  reasonably  require,  the  holder of such surrendered certificate or
certificates shall be entitled to receive in exchange therefor, and the Transfer
Agent on behalf of the Purchaser or its subsidiary shall deliver to such holder,
the  Exchangeable  Share  Consideration to which the holder is entitled.  If the
Purchaser  or  one  of  its  subsidiaries does not exercise the Liquidation Call
Right  in the manner described above, on the Liquidation Date the holders of the
Exchangeable  Shares  will  be  entitled  to  receive  in  exchange therefor the
liquidation  price otherwise payable by Pace in connection with the liquidation,
dissolution  or  winding-up  of  Pace  pursuant to Article 5 of the Exchangeable
Share  Provisions.  Notwithstanding the foregoing, until such Exchangeable Share
Consideration is delivered to the holder, the holder shall be deemed to still be
a  holder  of Exchangeable Shares for purposes of all voting rights with respect
thereto  under  the  Voting  and  Exchange  Trust  Agreement.


<PAGE>
                                       -  -
form  8-k(4).doc
ARTICLE    4.2     (a)     The  Purchaser  or any of its subsidiaries shall have
the overriding right (the "Redemption Call Right"), notwithstanding the proposed
redemption  of  the  Exchangeable  Shares  by  Pace pursuant to Article 7 of the
Exchangeable Share Provisions, to purchase from all but not less than all of the
holders  (other  than  the Purchaser or any of its subsidiaries) of Exchangeable
Shares  on  the  Automatic  Redemption  Date  all  but  not less than all of the
Exchangeable  Shares held by each such holder on payment by the Purchaser or any
of its subsidiaries to the holder the Exchangeable Share Price applicable on the
last  Business  Day prior to the Automatic Redemption Date (the "Redemption Call
Purchase  Price").  In the event of the exercise of the Redemption Call Right by
the Purchaser or any of its subsidiaries, each holder shall be obligated to sell
all the Exchangeable Shares held by the holder to the Purchaser on the Automatic
Redemption  Date  on  payment by the Purchaser or any of its subsidiaries to the
holder  of  the  Redemption  Call  Purchase  Price  for  each  such  share.


<PAGE>
                                       -  -
form  8-k(4).doc
(b)     To  exercise  the  Redemption  Call  Right,  the Purchaser or any of its
subsidiaries  must  notify  the Transfer Agent and Pace in writing, as agent for
the  holders  of  Exchangeable  Shares,  of  the  Purchaser's  or  any  of  its
subsidiaries'  intention  to  exercise  such  right  at least 60 days before the
Automatic  Redemption  Date.  The  Transfer Agent will notify the holders of the
Exchangeable  Shares  as  to  whether  or  not  the  Purchaser  or  any  of  its
subsidiaries has exercised the Redemption Call Right forthwith after the date by
which the same may be exercised by the Purchaser or any of its subsidiaries.  If
the  Purchaser of any of its subsidiaries exercises the Redemption Call Right on
the  Automatic  Redemption  Date,  the Purchaser or any of its subsidiaries will
purchase  and  the  holders  will  sell  all  of  the  Exchangeable  Shares then
outstanding  for  a price per share equal to the Redemption Call Purchase Price.

(b)     For  the  purposes of completing the purchase of the Exchangeable Shares
pursuant  to the Redemption Call Right, the Purchaser or any of its subsidiaries
shall  deposit  with  the  Transfer Agent, on or before the Automatic Redemption
Date,  the  Exchangeable  Share  Consideration representing the total Redemption
Call  Purchase  Price.  Provided  that such Exchangeable Share Consideration has
been so deposited with the Transfer Agent, on and after the Automatic Redemption
Date  the  rights  of  each  holder  of  Exchangeable  Shares will be limited to
receiving such holder's proportionate part of the total Redemption Call Purchase
Price  payable by the Purchaser or any of its subsidiaries without interest upon
presentation  and  surrender  by  the  holder  of  certificates representing the
Exchangeable  Shares  held  by such holder and the holder shall on and after the
Automatic  Redemption  Date  be considered and deemed for all purposes to be the
holder  of  the  JAWS  Shares  delivered  to such holder.  Upon surrender to the
Transfer  Agent  of  a  certificate  or  certificates  representing Exchangeable
Shares, together with such other documents and instruments as may be required to
effect  a  transfer  of  Exchangeable  Shares  under  applicable  law  and  such
additional  documents  and  instruments  as  the  Transfer  Agent may reasonably
require,  the  holder  of  such surrendered certificate or certificates shall be
entitle  to  receive  in exchange therefore, and the Transfer Agent on behalf of
the  Purchaser  or  any  of  its  subsidiaries shall deliver to such holder, the
Exchangeable  Share  Consideration  to  which  the  holder  is entitled.  If the
Purchaser or any of its subsidiaries does not exercise the Redemption Call Right
in  the  manner described above, on the Automatic Redemption Date the holders of
the  Exchangeable  Shares  will  be entitled to receive in exchange therefor the
redemption  price otherwise payable by Pace in connection with the redemption of
the  Exchangeable  Shares  pursuant  to  Article  7  of  the  Exchangeable Share
Provisions.  Notwithstanding  the  foregoing,  until  such  Exchangeable  Share
Consideration is delivered to the holder, the holder shall be deemed to still be
a  holder  of Exchangeable Shares for purposes of all voting rights with respect
thereto  under  the  Voting  and  Exchange  Trust  Agreement.


<PAGE>

                               Exhibit B - Page 5
ARTICLE    4
                  ADDITIONAL COVENANTS OF PURCHASER AND VENDORS

ARTICLE    4.2     The  Purchaser  covenants  and  agrees with the Vendors that:

(a)          it  will  place on the agenda for its next shareholders meeting the
creation  of the Purchaser's Special Voting Share, recommend to its stockholders
the  approval  of  such  resolutions  as  may  be necessary for the creation and
issuance  of  such  share  and issue such share to the Trustee immediately after
receipt  of  approval  from  the  shareholders;

(a)          it  shall perform or cause the performance of all obligations under
the Share Purchase Agreement this Agreement and perform or cause the performance
of  all  obligations  under the Support Agreement, the Voting and Exchange Trust
Agreement  and  issue JAWS Shares in exchange for the Exchangeable Shares in the
manner  provided for in the Exchangeable Share Provisions, the Support Agreement
and  the  Voting  and  Exchange  Trust  Agreement;

(a)          it  will not permit an amendment to its Articles or that of Pace or
issue  or  create  any  additional  shares  in  either without the prior written
consent  of  the  Vendors,  so  long  as  any  of  the  Exchangeable  Shares are
outstanding.

ARTICLE    5.2      The  Vendors  covenant and agree with the Purchaser that the
Vendors  will  exercise  their  rights  of  retraction  in respect of all of the
Exchangeable  Shares  outstanding  when  the  number  of  Exchangeable  Shares
outstanding is less than ten percent (10%) of the initial amount of Exchangeable
Shares  issued.
                           [the remainder of this page left blank intentionally]



<PAGE>
     IN  WITNESS  WHEREOF the parties hereto have executed this Agreement on the
date  first  above  written.
     JAWS  TECHNOLOGIES,  INC.

     Per:  ____________________________

     Per:  ____________________________



______________________________     ________________________________
Witness     PETER  LABRINOS,  or  his  nominee


______________________________     ________________________________
Witness     JAMES  WANG,  or  his  nominee


______________________________     ________________________________
Witness     AIDAN  O'BRIEN,  or  his  nominee


______________________________     ________________________________
Witness     JOSEPH  IUSO,  or  his  nominee


______________________________     ________________________________
Witness     JOSEPH  T.  LEE,  or  his  nominee


______________________________     ________________________________
Witness     MAM  LING  WANG,  or  his  nominee



     PACE  SYSTEMS  GROUP  INC.

     Per:  ____________________________

     Per:  ____________________________



<PAGE>
                               Exhibit C - Page 7
                                    EXHIBIT C

           THIS ESCROW AGREEMENT made this 3rd day of November, 1999.

AMONG:

     JAWS  TECHNOLOGIES,  INC.,
     -------------------------
a  corporation  incorporated  under
the  laws  of  the  State  of  Nevada

     (herein  referred  to  as  "JAWS")

     OF  THE  FIRST  PART


     -  and  -

     PACE  SYSTEMS  GROUP  INC.,
     --------------------------
a  corporation  incorporated  under
the  laws  of  the  Province  of  Ontario

     (herein  referred  to  as  "PACE")

     OF  THE  SECOND  PART

                                     - and -


     EACH  OF  THE  HOLDERS  OF  THE
     -------------------------------
EXCHANGEABLE  SHARES  OF  PACE
- ------------------------------
SYSTEMS  GROUP  INC.  AS  SET  OUT
- ----------------------------------
ON  SCHEDULE  "A"  HERETO
- -------------------------

     (herein  collectively  referred  to  as  the  "VENDORS")

     OF  THE  THIRD  PART

                                     - and -


     BEARD  WINTER  LLP,
     ------------------
a  limited  liability  partnership  constituted
under  the  laws  of  the  Province  of  Ontario

     (herein  referred  to  as  the  "ESCROW  AGENT")

     OF  THE  FOURTH  PART

<PAGE>


     WHEREAS  by  a  Certificate  of  Amendment  dated  October  15,  1999,  the
authorized capital of Pace was amended by the creation of an unlimited number of
exchangeable  shares  (the  "Exchangeable  Shares");

     AND  WHEREAS  Jaws  and  the  Vendors  have  entered  into a Share Purchase
Agreement  dated  November 3, 1999, as amended (the "Share Purchase Agreement");

     AND  WHEREAS  the  Share  Purchase  Agreement  provides that certain of the
Exchangeable  Shares of Pace issued to the Vendors on November 3, 1999 are to be
held in escrow and released from escrow in accordance with the provisions of the
Share  Purchase  Agreement;

     AND WHEREAS the Escrow Agent has agreed to undertake and perform its duties
according  to  the  terms  and  conditions  hereof;

     NOW  THEREFORE  this  Escrow  Agreement witnesseth that in consideration of
mutual covenants herein contained and other good and valuable consideration, the
parties  hereto  agree  one  with  the  other  as  follows:

                              ARTICLE ONE - ESCROW
                              --------------------

1.01     ESCROW  SHARES
         --------------

     On  November  3,  1999,  the  parties  hereto  agree  that  such  number of
exchangeable  shares  as  specified  beside  each  Vendor's name in Schedule "A"
hereto  (collectively  the  "Escrow  Shares") shall be placed and deposited into
escrow  with  the  Escrow  Agent which Escrow Shares shall be evidenced by Share
Certificates  issued  in  the  name of each Vendor as set forth in Schedule "B".

1.02     DEALING  WITH  ESCROW  SHARES
         -----------------------------

     The  parties  hereby  agree  that  the  holding of the Escrow Shares by the
Escrow  Agent  and  the release of the Escrow Shares by the Escrow Agent and the
respective duties and obligations of the parties shall be governed solely by the
provisions  of  this  Escrow  Agreement.

                        ARTICLE TWO - RELEASE FROM ESCROW
                        ---------------------------------

2.01     CIRCUMSTANCES  FOR  RELEASE  FROM  ESCROW
         -----------------------------------------

     The  Escrow  Agent shall release such number of Escrow Shares pursuant to a
written  direction  from Pace, Jaws and Peter Labrinos, as the representative of
the  holders  of  the  Exchangeable  Shares, who shall provide such direction in
accordance  with  the  provisions  of Article 3 of the Share Purchase Agreement.


<PAGE>
2.02     TERMINATION  OF  ESCROW
         -----------------------

     This  Escrow  Agreement, and any rights and obligations attendant hereto or
devolving herefrom, shall terminate and have no further force or effect upon the
release  by  the Escrow Agent of all of the Escrow Shares in accordance with the
provisions  hereof.

                          ARTICLE THREE - ESCROW AGENT
                          ----------------------------

3.01     RIGHTS,  DUTIES,  LIABILITIES  AND  INDEMNITIES  OF  ESCROW  AGENT
         ------------------------------------------------------------------

     The acceptance by the Escrow Agent of its duties and obligations under this
Escrow  Agreement  is subject to the following terms and conditions, which shall
govern  and control the rights, duties, liabilities and immunities of the Escrow
Agent;

(i)     the  Escrow  Agent  is  not  party to, nor is it bound by, any agreement
which  may  be  evidenced  by,  or  arises  out  of,  this  Escrow  Agreement;

(ii)     the  Escrow  Agent  acts  hereunder  as  depositary  only  and  is  not
responsible or liable in any manner whatsoever for the sufficiency, correctness,
genuineness  or validity of any instrument deposited with it, or for the form or
execution  of  such instrument, or for the identity or authority or right of any
person  or  party  executing  or  depositing  it;

(iii)     the Escrow Agent shall be protected in acting upon any written notice,
request,  waiver,  consent,  receipt,  or  other  paper  or  document  signed or
apparently signed by the proper person, party or parties pursuant or relating to
the  terms  and  conditions  of  this  Escrow  Agreement;

(iv)     the  Escrow Agent shall not be required to defend any legal proceedings
which  may  be  instituted  against  it in respect of or arising out of anything
herein contained unless requested so to do by a party hereto and indemnified and
funded  to  its  reasonable  satisfaction  against  the cost and expense of such
defence;  and

(v)     the  Escrow  Agent shall not be liable for any error of judgment, or for
any  act done or omitted by it in good faith, or for any mistake of fact or law,
or  for  anything  which  it  may  do or omit from doing in connection herewith,
except as may result or arise by virtue of its own wilful misconduct, or that of
its  agents.

3.02     DEALING  WITH  ESCROW  SHARES  IN  EVENT  OF  DISPUTE
         -----------------------------------------------------


<PAGE>
     In  the  event the Escrow Agent receives written notice of any disagreement
between  Jaws,  Pace  or  a  holder of the Escrow Shares resulting in demands or
adverse claims of any nature whatsoever being made in connection with the Escrow
Shares, the Escrow Agent shall refuse to comply with any demands or claims on it
as  long  as  such  disagreement  shall continue and, in so refusing, the Escrow
Agent  may make no delivery or other disposition of the Escrow Shares and, in so
doing,  the  Escrow  Agent  shall  not  be or become liable in any way or to any
person  or  party  for  its  failure  or refusal to comply with such conflicting
demands  or adverse claims, and it shall be entitled to continue to refrain from
acting  and to refuse to act until the Escrow Agent receives a written direction
from  all  of  the  parties  to  the  dispute  to release the Escrow Shares in a
designated  manner.

3.03     INDEMNITY  OF  ESCROW  AGENT
         ----------------------------

     Each  of  the  parties  hereto jointly and severally agree to indemnity and
hold  harmless  the  Escrow  Agent  for  any  claims, losses, damages, costs and
expenses,  including fees, disbursements and out-of pocket expenses of any agent
or  legal  counsel,  related  to  the  execution  of  its  obligations.

3.04     REPLACEMENT  OF  ESCROW  AGENT
         ------------------------------

     It  is  understood  and agreed that the Escrow Agent may resign upon giving
written  notice  to  all parties and the Escrow Agent shall be obliged to resign
upon  receipt  of a written notice requesting such resignation signed by each of
the  other  parties hereto.  Such resignation shall take effect thirty (30) days
after  such  notice  is  given or such earlier time as each of the other parties
hereto agrees to, unless at or prior to such date a successor Escrow Agent shall
be appointed by each of the other parties hereto, in which case such resignation
shall  take  effect  immediately  upon  the appointment of such successor Escrow
Agent.

3.05     ADVISORS  TO  THE  ESCROW  AGENT
         --------------------------------

     The  Escrow  Agent may retain such independent counsel or other advisors as
it  may  reasonably require for the purpose of discharging its duties hereunder,
and  may  or  may  not  rely  on the advice or opinion so obtained.  The parties
hereto,  other  than  the Escrow Agent, shall reimburse the Escrow Agent for any
reasonable  fees,  expenses  or  disbursements  of  such  counsel or advisors in
accordance  with  Section  3.06.

3.06     FEES
         ----


<PAGE>
     Jaws  and  Pace  jointly  and  severally  agree  to pay to the Escrow Agent
reasonable  compensation  for  all  of  the  services rendered under this Escrow
Agreement  and  will  reimburse  the  Escrow  Agent  for all reasonable expenses
(including  but  not  limited to taxes, compensation paid to experts, agents and
advisors  and  travel expenses) and disbursements including the cost and expense
of  any  suit  or  litigation  of  any  character and any proceedings before any
governmental  agency  reasonably incurred by the Escrow Agent in connection with
its rights and duties under this Escrow Agent; provided that Jaws and Pace shall
have  no  obligation  to  reimburse  the  Escrow  Agent  for  any  expenses  or
disbursements  paid,  incurred  or  suffered  by the Escrow Agent in any suit or
litigation in which the Escrow Agent is determined to have acted in bad faith or
with  negligence  or  wilful  misconduct.


                             ARTICLE FOUR - GENERAL
                             ----------------------

4.01     FURTHER  ASSURANCES
         -------------------

     Each  of the parties hereto shall from time to time execute and deliver all
such  further documents and instruments and do all acts and things as any of the
other parties may reasonably require to effectively carry out or better evidence
or  perfect  the  full  intent  and  meaning  of  this  Escrow  Agreement.

4.02     TIME  OF  THE  ESSENCE
         ----------------------

     Time  shall  be  of  the  essence  of  this  Agreement.

4.03     BENEFIT  OF  THE  AGREEMENT
         ---------------------------

     This  Agreement  shall  enure  to  the  benefit  of and be binding upon the
respective  heirs,  estate  trustees,  personal  representatives, successors and
assigns  of  the  parties  hereto.

4.04     ENTIRE  AGREEMENT
         -----------------

     This  Escrow  Agreement  shall  constitute the entire agreement between the
parties  hereto  with  respect  to  the  subject  matter  hereof and cancels and
supersedes  any  prior  understandings and agreements between the parties hereto
with  respect  thereto.  There  are  no  representations,  warranties,  terms,
conditions,  undertakings  or  collateral  agreements,  express,  implied  or
statutory,  between  the parties with respect to the subject matter hereof other
than  as  expressly  set  forth  in  this  Escrow  Agreement.

4.05     AMENDMENTS  AND  WAIVER
         -----------------------

     No  modification of or amendment to this Escrow Agreement shall be valid or
binding  unless  set  forth  in  writing and duly executed by all of the parties
hereto whose rights are affected by amendment and no waiver of any breach of any
term  or provision of this Escrow Agreement shall be effective or binding unless
made  in writing and signed by the party purporting to give the same and, unless
otherwise  provided,  shall  be  limited  to  the  specific  breach  waived.

4.06     ASSIGNMENT
         ----------

     This  Escrow  Agreement may not be assigned by any party hereto without the
written  consent  of  the  other  parties  hereto.

<PAGE>

4.07     NOTICE
         ------

     Any demand, notice, statutory declaration, direction or other communication
to  be  given  in  connection  with  this  Agreement  shall  be given in writing
simultaneously  to  all  of  the  parties  hereto and shall be given by personal
delivery,  registered  mail,  or  by  telecopier  addressed to the recipients as
follows:

     (a)     In  the  case  of  Jaws:               Jaws  Technologies,  Inc.
     1013  17th  Avenue  S.W.
Calgary,  Alberta
T2T  0A7

Telecopier:     (403)  508-5058

(b)     In  the  case  of  Pace:               Pace  Systems  Group  Inc.
     1  Concorde  Gate
Suite  307
Don  Mills,  Ontario
M3C  3N6

Telecopier:     (416)  444-9273

     (c)     In  the  case  of  the  Vendors:          c/o  Peter  Labrinos
     Pace  Systems  Group  Inc.
1  Concorde  Gate
Suite  307
Don  Mills,  Ontario
M3C  3N6

Telecopier:     (416)  444-9273

(d)     In  the  case  of  the  Escrow  Agent:          Beard  Winter  LLP
     Barristers  and  Solicitors
Suite  900
150  King  Street  West
Toronto,  Ontario
M5H  2K4

Telecopier:     (416)  593-7760


<PAGE>
or  to other such address, individual, or electronic communication number as may
be  designated  by  notice  given by any part to the other parties.  Any demand,
notice  or  other communication given by personal delivery shall be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by
registered  mail, on the third business day following the deposit thereof in the
mail  and,  if  given  by  electronic  communication,  on the day of transmittal
thereof  if  given  during the normal business hours of the recipient and on the
business  day  during  which  such normal business hours next occur if not given
during  such  hours on any day.  If the party giving any demand, notice or other
communication  knows  or  ought  reasonably to know of any difficulties with the
postal  system  which might affect the delivery of mail, any such demand, notice
or  other  communication  shall  not  be  mailed  but shall be given by personal
delivery  or  by  electronic  communication.

4.08     GOVERNING  LAW
         --------------

     This  Agreement  shall  be governed by and construed in accordance with the
laws  of  the  Province  of  Ontario  and the laws of Canada applicable therein.

     IN  WITNESS  WHEREOF  the  parties  have  executed  this  Agreement.

SIGNED,  SEALED  AND  DELIVERED     )
     IN  THE  PRESENCE  OF               )
     )     _________________________________
)     PETER  LABRINOS
)
)     _________________________________
)     VASILIKI  LABRINOS
)
)     _________________________________
)     PANAGIOTIS  LABRINOS
)
)     _________________________________
)     JAMES  WANG
)
)     _________________________________
)     CINDY  WANG
)
)     _________________________________
)     AIDAN  O'BRIEN
)
)     _________________________________
)     JOSEPH  IUSO
     )
)     _________________________________
)     JOSEPH  T.  LEE
)


<PAGE>
     )     _________________________________
)     MAM  LING  WANG


     JAWS  TECHNOLOGIES  INC.
Per:

     _________________________________
Name:
Title:

     PACE  SYSTEMS  GROUP  INC.
Per:

     _________________________________
Name:
Title:


     BEARD,  WINTER
Per:

     _________________________________
Name:     Julian  L.  Doyle
Title:     Partner

<PAGE>


                                  SCHEDULE "A"

                                  ESCROW SHARES

<TABLE>
<CAPTION>


NAME  OF  SHAREHOLDER                    TOTAL  NUMBER  OF  EXCHANGEABLE
     SHARES  HELD  IN  ESCROW


<S>                  <C>


Peter Labrinos. . .  375,040
- -------------------  -------

Vasiliki Labrinos .  250,000
- -------------------  -------

Panagiotis Labrinos  150,000
- -------------------  -------

James Wang. . . . .  475,040
- -------------------  -------

Cindy Wang. . . . .  300,000
- -------------------  -------

Aidan O'Brien . . .   64,947
- -------------------  -------

Joeseph Iuso. . . .   64,947
- -------------------  -------

Joseph T. Lee . . .   25,979
- -------------------  -------

Mam Ling Wang . . .   25,979
- -------------------  -------

</TABLE>





<PAGE>
                               Exhibit C - Page 8
                                  SCHEDULE "B"

                            ESCROW SHARE CERTIFICATES
<TABLE>
<CAPTION>


NAME  OF  SHAREHOLDER     NUMBER  OF  EXCHANGEABLE  SHARES  TO  BE  RELEASED



      # OF SHARES TO BE     # OF SHARES TO     # OF SHARES TO     # OF SHARES TO
          RELEASED 6     BE RELEASED 12     BE RELEASED 18     BE RELEASED 24
           MONTHS AFTER     MONTHS AFTER     MONTHS AFTER     MONTHS AFTER

                     THE CLOSING  THE CLOSING  THE CLOSING  THE CLOSING
VENDOR                  DATE         DATE         DATE         DATE       TOTAL
- -------------------  -----------  -----------  -----------  -----------  -------
<S>                  <C>          <C>          <C>          <C>          <C>


Peter Labrinos. . .       75,008       75,008       75,008       75,008   75,008
- -------------------  -----------  -----------  -----------  -----------  -------

Vasiliki Labrinos .       50,000       50,000       50,000       50,000  250,000
- -------------------  -----------  -----------  -----------  -----------  -------

Panagiotis Labrinos       30,000       30,000       30,000       30,000  150,000
- -------------------  -----------  -----------  -----------  -----------  -------

Jim Wang. . . . . .       95,008       95,008       95,008       95,008  475,040
- -------------------  -----------  -----------  -----------  -----------  -------

Cindy Wang. . . . .       60,000       60,000       60,000       60,000  300,000
- -------------------  -----------  -----------  -----------  -----------  -------

Aidan O'Brien . . .       12,989       12,989       12,989       12,989   64,946
- -------------------  -----------  -----------  -----------  -----------  -------

Joseph Isuso. . . .       12,989       12,989       12,989       12,989   64,946
- -------------------  -----------  -----------  -----------  -----------  -------

Joseph T. Lee . . .        5,196        5,196        5,196        5,196   25,980
- -------------------  -----------  -----------  -----------  -----------  -------

Mam Ling Wang . . .        5,196        5,196        5,196        5,196   25,980
- -------------------  -----------  -----------  -----------  -----------  -------
</TABLE>







<PAGE>
                               Exhibit D - Page 7
                               Exhibit D - Page 1
                                    EXHIBIT D


             MEMORANDUM OF AGREEMENT dated the 3rd day of November.

BETWEEN:

JAWS  TECHNOLOGIES  INC., A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE
OF  NEVADA  (HEREINAFTER  REFERRED  TO  AS  "JAWS")


                                     - and -


PACE  SYSTEMS  GROUP  INC.,  A  CORPORATION  INCORPORATED  UNDER THE LAWS OF THE
PROVINCE OF ALBERTA AND HAVING ITS HEAD AND PRINCIPAL OFFICE AT CALGARY, ALBERTA
(HEREINAFTER  REFERRED  TO  AS  "PACE")



                                SUPPORT AGREEMENT
                                -----------------

     WHEREAS  pursuant to the provisions of a Share Purchase Agreement dated the
3rd  day  of  November, 1999 among Jaws and all of the shareholders of Pace, and
any  amendments  thereto  (hereinafter  referred  to  as  the  "Share  Purchase
Agreement")  the  parties  agreed  that Jaws and Pace would deliver this Support
Agreement;  and

     WHEREAS Pace has amended its Articles of Incorporation creating an infinite
number  of  Exchangeable Shares having the attributes as set out in the Articles
of  Amendment  of  Pace  attached  hereto  as  Schedule  "A"  (the "Exchangeable
Shares");  and

     WHEREAS  pursuant  to  the  Share  Purchase Agreement the parties agreed to
exchange  all  the  common shares of Pace (the "Purchased Shares") for 1,731,932
Exchangeable  Shares or such number as shall be determined pursuant to the terms
of  the  Share  Purchase  Agreement;

     WHEREAS the Exchangeable Shares shall be issued to the shareholders of Pace
in  accordance  with  the  terms  of Section 3.1 and 3.2.1 of the Share Purchase
Agreement and the terms of the Escrow Agreement as executed between the parties;
and

     WHEREAS  the  parties  hereto wish to provide for and establish a procedure
whereby  Jaws will take certain actions and make certain payments and deliveries
necessary  to  ensure  that  Pace  will  be able to make certain payments and to
deliver  or cause to be delivered shares of Jaws Common Stock in satisfaction of
the  obligations of Pace under the Exchangeable Share provisions with respect to
the  payment  and  satisfaction  of  dividends,  Liquidation Amounts, Retraction
Prices  and  Redemption  Prices,  all  in accordance with the Exchangeable Share
Provisions;

     NOW  THEREFORE  in consideration of the respective covenants and agreements
provided  in  this  Agreement and for other good and valuable consideration (the
receipt  and sufficiency of which are hereby acknowledged), the parties agree as
follows:

Definitions

Interpretation

     Defined  Terms. Each term denoted herein by initial capital letters and not
otherwise  defined  herein  shall  have  the  meaning  attributed thereto in the
Exchangeable  Share  Provisions,  unless  the  context  requires  otherwise.

     Interpretation  Not  Affected  by  Headings,  etc.  The  division  of  this
Agreement  into  articles, sections and paragraphs and the insertion of headings
are  for  convenience of reference only and shall not affect the construction or
interpretation  of  this  Agreement.

     Number, Gender, etc. Words importing the singular number only shall include
the  plural  and vice versa. Words importing the use of any gender shall include
all  genders.

     Date  for  any  Action.  If  any date on which any action is required to be
taken  under this Agreement is not a Business Day, such action shall be required
to  be  taken  on  the  next  succeeding  Business  Day.

Implementing  the  Transaction

2.1     The  parties  agree  that  the  Effective  Date for all agreements shall
November  3rd , 1999 and that the Exchangeable Shares shall be issued by Pace to
the  shareholders  of  Pace  in  accordance with the terms and conditions of the
Share Purchase Agreement as more particularly set forth in Section 3.1 and 3.2.1
of  the said Agreement and the terms of the Escrow Agreement as executed between
the  parties.

2.2     The  parties  agree  that  the purchase and sale of the Purchased Shares
shall  be  carried  out  in  the  following  manner:

     Pace  shall  file Articles of Amendment creating exchangeable shares having
the  terms  and  conditions  set  out  in Schedule "A" hereto (the "Exchangeable
Shares");

     Jaws  shall  create  a  Special Voting Preferred Share (the "Voting Share")
having  the  terms and conditions set out in Schedule "B" hereto and shall issue
to  and  deposit  with  the  Trustee  such Voting Share, in consideration of the
payment  to  Jaws  of  U.S.  $1, to be held by the Trustee as trustee for and on
behalf  of,  and  for  the  use  and benefit of, the holders of the Exchangeable
Shares,  in accordance with the Voting and Exchange Trust Agreement, hereinafter
defined;

     The  shareholders  of  Pace  shall exchange their common shares of Pace for
such number of Exchangeable Shares equal in number to that number of JAWS shares
as  set  out  in  Section  3.1  of  the  Share  Purchase  Agreement;

     Jaws  shall subscribe for 100 common shares in the share capital of Pace at
a  subscription  price  of  $1  per  share.

     Jaws, Pace and the Trustee will execute and deliver the Voting and Exchange
Trust  Agreement attached hereto as Schedule "C" (the "Voting and Exchange Trust
Agreement");  and

     Jaws  shall  reserve  for issuance such number of shares of Common Stock as
shall  be  necessary  for  the  issuance on exchange of the Exchangeable Shares.

COVENANTS  OF  JAWS  AND  PACE

Covenants  of Jaws Regarding Exchangeable Shares. Jaws covenants and agrees that
so  long  as  any  Exchangeable  Shares  are  outstanding,  it  will:

     not  declare  or pay any dividend on Jaws Common Stock unless (A) Pace will
have  sufficient  assets,  funds  and other property available to enable the due
declaration  and  the due and punctual payment in accordance with applicable law
of  an  equivalent  dividend  on  the  Exchangeable  Shares  and  (B)  shall
simultaneously declare or pay, as the case may be, an equivalent dividend on the
Exchangeable  Shares,  in  each  case  in accordance with the Exchangeable Share
Provisions;

     advise  Pace  sufficiently  in  advance  of  the declaration by Jaws of any
dividend  on Jaws Common Stock and take all such other actions as are necessary,
in cooperation with Jaws, to ensure that the respective declaration date, record
date  and  payment  date  for a dividend on the Exchangeable Shares shall be the
same as the record date, declaration date and payment date for the corresponding
dividend  on  Jaws  Common  Stock;

     ensure  that the record date for any dividend declared on Jaws Common Stock
is  not less than 10 calendar days after the declaration date for such dividend;

     take  all such actions and do all such things as are necessary or desirable
to  enable  and  permit  Pace,  in  accordance  with  applicable law, to pay and
otherwise  perform  its  obligations  with  respect  to  the satisfaction of the
Liquidation  Amount in respect of each issued and outstanding Exchangeable Share
upon  the  liquidation,  dissolution  or  winding-up  of Pace, including without
limitation all such actions and all such things as are necessary or desirable to
enable  and  permit Pace to cause to be delivered shares of Jaws Common Stock to
the  holders of Exchangeable Shares in accordance with the provisions of Article
5  of  the  Exchangeable  Share  Provisions;

     take  all such actions and do all such things as are necessary or desirable
to  enable  and  permit  Pace,  in  accordance  with  applicable law, to pay and
otherwise  perform  its  obligations  with  respect  to  the satisfaction of the
Retraction Price and the Redemption Price, including without limitation all such
actions  and  all such things as are necessary or desirable to enable and permit
Pace  to  cause  to  be  delivered shares of Jaws Common Stock to the holders of
Exchangeable  Shares,  upon  the  retraction  or  redemption of the Exchangeable
Shares  in  accordance  with  the  provisions  of  Article 6 or Article 7 of the
Exchangeable  Share  Provisions,  as  the  case  may  be;  and

     not  exercise  its vote as a direct or indirect shareholder to initiate the
voluntary  liquidation, dissolution or winding-up of Pace nor take any action or
omit  to  take  any  action  that  is  designed  to  result  in the liquidation,
dissolution  or  winding-up  of  Pace.

Reservation  of  Shares  of Jaws Common Stock.  Jaws hereby represents, warrants
and  covenants  that  it  has  irrevocably reserved for issuance and will at all
times  keep  available,  free  from  preemptive  and  other  rights,  out of its
authorized and unissued capital stock such number of shares of Jaws Common Stock
(or  other shares or securities into which Jaws Common Stock may be reclassified
or changed as contemplated by Section 2(e) hereof) (i) as is equal to the sum of
(A)  the  number of Exchangeab1e Shares issued and outstanding from time to time
and  (B)  the  number  of  Exchangeable Shares issuable upon the exercise of all
rights  to acquire Exchangeable Shares outstanding from time to time and (ii) as
are  now  and  may  hereafter  be required to enable and permit Jaws to meet its
obligations  hereunder, under the Voting and Exchange Trust Agreement, under the
Exchangeable  Share  Provisions  and  under  any  other  security  or commitment
pursuant  to  the Share Purchase Agreement with respect to which Jaws may now or
hereafter  be  required  to  issue  shares  of  Jaws  Common  Stock.

Notification  of  Certain  Events.  In  order  to assist Jaws to comply with its
obligations  hereunder, Pace covenants and agrees to give Jaws notice of each of
the  following  events  at  the  time  set  forth  below:

     in  the  event  of  any  determination by the Board of Directors of Pace to
institute  voluntary  liquidation,  dissolution  or  winding-up proceedings with
respect  to Pace or to effect any other distribution of the assets of Pace among
its  shareholders  for  the  purpose of winding-up its affairs, at least 60 days
prior  to  the  proposed  effective  date  of  such  liquidation,  dissolution,
winding-up  or  other  distribution;

     immediately,  upon  the earlier of (A) receipt by Pace of notice of, or (B)
Pace  otherwise  becoming  aware  of,  any threatened or instituted claim, suit,
petition  or  other  proceedings  with  respect  to the involuntary liquidation,
dissolution  or  winding-up  of  Pace or to effect any other distribution of the
assets of Pace among its shareholders for the purpose of winding-up its affairs;

     immediately,  upon  receipt  by Pace of a Retraction Request (as defined in
the  Exchangeable  Share  Provisions);  and,

     as soon as practicable upon the issuance by Pace of any Exchangeable Shares
or  rights  to  acquire  Exchangeable  Shares.

Delivery  of  Shares  of  Jaws  Common  Stock. In furtherance of its obligations
hereunder, upon notice of any event which requires Jaws to cause to be delivered
shares of Jaws Common Stock to any holder of Exchangeable Shares, Jaws shall and
covenants and agrees to forthwith issue and deliver the requisite shares of Jaws
Common  Stock  to  or  to  the  order  of  the  former holder of the surrendered
Exchangeable  Shares, as Jaws shall direct. All such shares of Jaws Common Stock
shall  be  duly  issued  as  fully paid and non-assessable and shall be free and
clear  of  any  lien,  claim,  encumbrance,  security interest or adverse claim.

Equivalence.   Jaws  covenants  and  agrees  that  it will not without the prior
approval  of  Pace  and  the  prior  approval of the holders of the Exchangeable
Shares  given  in  accordance  with  Section  9.2  of  the  Exchangeable  Share
Provisions:

     issue or distribute shares of Jaws Common Stock (or securities exchangeable
for  or  convertible  into  or  carrying rights to acquire shares of Jaws Common
Stock)  to  the holders of all or substantially all of the then outstanding Jaws
Common  Stock  by  way  of  stock  dividend  or  other  distribution;  or

     issue  or  distribute  rights, options or warrants to the holders of all or
substantially  all of the then outstanding shares of Jaws Common Stock entitling
them  to subscribe for or to purchase shares of Jaws Common Stock (or securities
exchangeable  for  or  convertible  into or carrying rights to acquire shares of
Jaws  Common  Stock);  or

     unless

     Jaws  is permitted under applicable law to issue or distribute the economic
equivalent  on  a  per  share basis of such rights, options, securities, shares,
evidences of indebtedness or other assets to holders of the Exchangeable Shares;
and

     Jaws shall issue or distribute the economic equivalent on a per share basis
of  such rights, options, securities, shares, evidences of indebtedness or other
assets  simultaneously  to  holders  of  the  Exchangeable  Shares.

Jaws  will  not without the prior approval of Pace and the prior approval of the
holders  of  the Exchangeable Shares given in accordance with Section 9.2 of the
Exchangeable  Share  Provisions:

     subdivide,  divide  or  change  the  then outstanding shares of Jaws Common
Stock  into  a  greater  number  of  shares  of  Jaws  Common  Stock;  or

     reduce,  combine  or  consolidate  or change the then outstanding shares of
Jaws  Common  Stock  into  a  lesser  number  of shares of Jaws Common Stock; or

     reclassify or otherwise change the shares of Jaws Common Stock or effect an
amalgamation,  merger,  reorganization or other transaction affecting the shares
of  Jaws  Common  Stock;

unless

     Jaws  is  permitted under applicable law to simultaneously make the same or
an  equivalent  change  to,  or  in  the  rights of holders of, the Exchangeable
Shares;  and

     the  same  or  an  equivalent  change  is  made to, or in the rights of the
holders  of,  the  Exchangeable  Shares.

Jaws  will  ensure that the record date for any event referred to in section 3.5
or  3.6 above, or (if no record date is applicable for such event) the effective
date  for  any  such  event, is not less than 10 calendar days after the date on
which  such  event  is  declared  or announced by Jaws (with simultaneous notice
thereof  to  be  given  by  Jaws  to  Pace).

Tender  Offers,  etc.  In  the  event that a tender offer, share exchange offer,
issuer  bid,  take-over  bid  or similar transaction with respect to Jaws Common
Stock  (an  "Offer")  is  proposed  by  Jaws  or  is  proposed  to  Jaws  or its
shareholders  and  is  recommended  by  the  Board  of  Directors of Jaws, or is
otherwise  effected  or to be effected with the consent or approval of the Board
of Directors of Jaws, Jaws shall take all such actions and do all such things as
are  necessary  or desirable to enable and permit holders of Exchangeable Shares
to  participate  in  such Offer to the same extent and on an equivalent basis as
the  holders  of shares of Jaws Common Stock, without discrimination, including,
without  limiting  the generality of the foregoing, Jaws will use its good faith
efforts  expeditiously  to  (and shall, in the case of a transaction proposed by
Jaws  or  where  Jaws  is  a participant in the negotiation thereof) ensure that
holders  of Exchangeable Shares may participate in all such Offers without being
required  to retract Exchangeable Shares as against Jaws (or, if so required, to
ensure  that  any  such  retraction  shall  be effective only upon, and shall be
conditional  upon,  the closing of the Offer and only to the extent necessary to
tender  or  deposit  to  the  Offer).

Ownership  of  Outstanding  Shares.  Without  the prior approval of Pace and the
prior  approval  of  the  holders of the Exchangeable Shares given in accordance
with Section 9.2 of the Exchangeable Share Provisions, Jaws covenants and agrees
in favour of Pace that, as long as any outstanding Exchangeable Shares are owned
by any person or entity other than Jaws or any of its Subsidiaries, Jaws will be
and remain the direct or indirect beneficial owner of all issued and outstanding
shares in the capital of Pace and all outstanding securities of Pace carrying or
otherwise  entitled  to  voting  rights in any circumstances, in each case other
than  the  Exchangeable  Shares.

Jaws  Not  to  Vote Exchangeable Shares.  Jaws covenants and agrees that it will
appoint and cause to be appointed proxy holders with respect to all Exchangeable
Shares  held by Jaws and its Subsidiaries for the sole purpose of attending each
meeting  of holders of Exchangeable Shares in order to be counted as part of the
quorum  for  each  such  meeting. Jaws further covenants and agrees that it will
not,  and  will  cause its Subsidiaries not to, exercise any voting rights which
may  be exercisable by holders of Exchangeable Shares from time to time pursuant
to  the  Exchangeable  Share  Provisions  or  pursuant  to the provisions of any
corporate statute by which Jaws may be governed with respect to any Exchangeable
Shares  held by it or by its Subsidiaries in respect of any matter considered at
any  meeting  of  holders  of  Exchangeable  Shares.

Due  Performance.  On  and  after the Effective Date, Jaws shall duly and timely
perform  all of its obligations provided for under the Share Purchase Agreement,
this  agreement  and  all of the agreements to which it is a party in connection
with  the transactions contemplated under the Share Purchase Agreement including
any  obligations  that  may  arise  upon  the  exercise of Pace rights under the
Exchangeable  Share  Provisions.

General

Term.  This  Agreement  shall  come  into  force and be effective as of the date
hereof and shall terminate and be of no further force and effect at such time as
no Exchangeable Shares (or securities or rights convertible into or exchangeable
for  or  carrying  rights to acquire securities Exchangeable Shares) are held by
any  party  other  than  Jaws  and  any  of  its  Subsidiaries.

Changes  in  Capital of Jaws and Pace. Notwithstanding the provisions of Section
4.4  hereof, at all times after the occurrence of any event effected pursuant to
Section  3.5 or 3.8 hereof, as a result of which either Jaws Common Stock or the
Exchangeable  Shares  or  both  are  in  any  way  changed, this Agreement shall
forthwith be amended and modified as necessary in order that it shall apply with
full  force  and effect, mutatis mutandis, to all new securities into which Jaws
Common  Stock  or the Exchangeable Shares or both are so changed and the parties
hereto  shall  execute  and deliver an agreement in writing giving effect to and
evidencing  such  necessary  amendments  and  modifications.

Severability.  If any provision of this Agreement is held to be invalid, illegal
or  unenforceable,  the validity, legality or enforceability of the remainder of
this  Agreement  shall  not  in any way be affected or impaired thereby and this
Agreement  shall  be  carried  out  as nearly as possible in accordance with its
original  terms  and  conditions.

Amendments,  Modifications,  etc.  This Agreement may not be amended or modified
except  by an agreement in writing executed by Jaws and Pace and approved by the
holders  of  the  Exchangeable  Shares  in  accordance  with  Section 9.2 of the
Exchangeable  Share  Provisions.

 Ministerial  Amendments.  Notwithstanding  the  provisions of section 3(d), the
parties  to  this  Agreement  may in writing, at any time and from time to time,
without  the approval of the holders of the Exchangeable Shares, amend or modify
this  Agreement  for  the  purposes  of:

     adding to the covenants of either or both parties for the protection of the
holders  of  the  Exchangeable  Shares;

     making  such  amendments  or  modifications  not  inconsistent  with  this
Agreement  as may be necessary or desirable with respect to matters or questions
which, in the opinion of the board of directors of each of Jaws and Pace, it may
be expedient to make, provided that each such board of directors shall be of the
opinion  that  such  amendments  or modifications will not be prejudicial to the
interests  of  the  holders  of  the  Exchangeable  Shares;  or

     making  such changes or corrections which, on the advice of counsel to Jaws
and  Pace, are required for the purpose of curing or correcting any ambiguity or
defect  or  inconsistent  provision  or clerical omission or mistake or manifest
error, provided that the board of directors of each of Jaws and Pace shall be of
the  opinion  that  such  changes  or corrections will not be prejudicial to the
interests  of  the  holders  of  the  Exchangeable  Shares.

Meeting  to  Consider  Amendments.  Pace,  at  the request of Jaws, shall call a
meeting or meetings of the holders of the Exchangeable Shares for the purpose of
considering  any  proposed  amendment or modification requiring approval of such
shareholders.  Any  such  meeting  or  meetings  shall  be  called  and  held in
accordance  with  the by-laws of Pace, the Exchangeable Share Provisions and all
applicable  laws.

Amendments  Only in Writing. No amendment to or modification or waiver of any of
the  provisions  of  this  Agreement  otherwise  permitted  hereunder  shall  be
effective  unless  made  in  writing  and  signed by both of the parties hereto.

Inurement.  This Agreement shall be binding upon and inure to the benefit of the
parties  hereto  and  the holders, from time to time, of Exchangeable Shares and
each  of  their  respective  heirs,  successors  and  assigns.

 Notices  to  Parties.  All notices and other communications between the parties
shall  be  in  writing  and  shall  be  deemed  to  have been given if delivered
personally  or  by  confirmed telecopy to the parties at the following addresses
(or  at  such  other address for either such party as shall be specified in like
notice):

(i)     if  to  Jaws  at:

Jaws  Technologies,  Inc.
1013  -  17th  Avenue  S.W.
Calgary,  AB  T2T  0A7
Attention:  Robert  Kubbernus,  President

(ii)     if  to  Pace  at:

Pace  Systems  Group,  Inc.
Suite  307,  1  Concorde  Gate
Don  Mills,  Ontario  M3C  3N9
Attention:  Peter  Labrinos,  President

Any  notice or other communication given personally shall be deemed to have been
given  and  received  upon  delivery  thereof  and if given by telecopy shall be
deemed  to have been given and received on the date of confirmed receipt thereof
unless  such  day is not a Business Day in which case it shall be deemed to have
been  given  and  received  upon  the  immediately  following  Business  Day.

      Counterparts.  This  Agreement  may  be  executed in counterparts, each of
which  shall  be  deemed  an  original,  and  all  of which taken together shall
constitute  one  and  the  same  instrument.

     Jurisdiction.  This Agreement shall be construed and enforced in accordance
with  the  laws  of  the  Province  of Ontario and the laws of Canada applicable
therein.

     Attornment.  Jaws  agrees  that  any action or proceeding arising out of or
relating  to  this  Agreement may be instituted in the courts of Alberta, waives
any objection which it may have now or hereafter to the venue of any such action
or proceeding, irrevocably submits to the jurisdiction of the said courts in any
such action or proceeding, agrees to be bound by any judgment of the said courts
and  not  to  seek,  and  hereby  waives,  any  review of the merits of any such
judgment by the courts of any other jurisdiction and hereby appoints Jaws at its
registered  office  in the Province of Alberta as Jaws's attorney for service of
process.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  date  first  above  written.


JAWS  TECHNOLOGIES,  INC.

     Per:  _________________________________

     Per:  _________________________________



     PACE  SYSTEMS  GROUP  INC.

     Per:  _________________________________

     Per:  _________________________________


<PAGE>
                               Exhibit E - Page 19
                                    EXHIBIT E

     MEMORANDUM  OF  AGREEMENT  made  as  of  the  3rd  day  of  November, 1999,

AMONG:

JAWS  TECHNOLOGIES  INC., a corporation incorporated under the laws of the State
of  Nevada  (hereinafter  referred  to  as  "Jaws")


                                     - and -


PACE  SYSTEMS  GROUP  INC.,  a  corporation  incorporated  under the laws of the
Province  of  Ontario  (hereinafter  referred  to  as  "Pace")


                                     - and -


IAN  H.  KENNEDY, Barrister and Solicitor, whose principal office is 1013 - 17th
Avenue  S.W.,  Calgary,  Alberta  (hereinafter  referred  to  as  the  Trustee")


                       VOTING AND EXCHANGE TRUST AGREEMENT
                       -----------------------------------

     WHEREAS  pursuant to the provisions of a Share Purchase Agreement dated the
3rd  day of November, 1999, and the amendments thereto, among Jaws, Pace and all
of  the  shareholders  of  Pace  (hereinafter  referred to as the Share Purchase
Agreement"),  the  Exchangeable  Shares  Provisions  and  the  Support Agreement
between  Jaws  and  Pace;  and

     WHEREAS  pursuant  to  the  provisions  of the Share Purchase Agreement the
parties  agreed  to  amend  the  Articles  of  Incorporation of Pace creating an
unlimited  number of Exchangeable Shares having the attributes as set out in the
Articles  of  Amendment  of  Pace  (the  "Exchangeable  Shares");  and

     WHEREAS  pursuant  to  the  Share Purchase Agreement, the parties agreed to
exchange  100  common  shares  of  Pace for approximately 1,731,932 Exchangeable
Shares  or  such number of Exchangeable Shares in accordance with the provisions
of  Section  3.1.3  of  the  Share  Purchase  Agreement;  and

     WHEREAS the Articles of Amendment of Pace set forth the rights, privileges,
restrictions  and conditions (collectively, the "Exchangeable Share Provisions")
attaching  to  the  Exchangeable  Shares;


<PAGE>

     WHEREAS  Jaws agreed to provide voting rights in Jaws to each holder (other
than  Jaws  and its Subsidiaries) from time to time of Exchangeable Shares, such
voting  rights  per Exchangeable Share to be equivalent to the voting rights per
share  of  Jaws  Common  Stock  (the  "Jaws  Common  Stock");  and

     WHEREAS  Jaws  is  to grant to and in favor of the holders (other than Jaws
and its Subsidiaries) from time to time of Exchangeable Shares the right, in the
circumstances  set  forth  herein,  to  require  Jaws to purchase from each such
holder  all  or  any  part  of  the  Exchangeable Shares held by the holder; and

     WHEREAS the parties desire to make appropriate provision and to establish a
procedure  whereby  voting rights in Jaws shall be exercisable by holders (other
than  Jaws and its Subsidiaries) from time to time of Exchangeable Shares by and
through  the  Trustee,  which  will  hold  legal  title to one (1) share of Jaws
Special Preferred Voting Stock (the "Jaws Special Voting Stock") to which voting
rights  attach for the benefit of such holders and whereby the rights to require
Jaws  to  purchase Exchangeable Shares from the holders thereof (other than Jaws
and  its Subsidiaries) shall be exercisable by such holders from time to time of
Exchangeable  Shares  by and through the Trustee, which will hold legal title to
such  rights  for  the  benefit  of  such  holders;  and

     WHEREAS  these  recitals  and  any statements of fact in this Agreement are
made  by  Jaws  and  Pace  and  not  by  the  Trustee;

     NOW  THEREFORE  in consideration of the respective covenants and agreements
provided  in  this  Agreement and for other good and valuable consideration (the
receipt  and sufficiency of which are hereby acknowledged), the parties agree as
follows:

Definitions  and  Interpretation

Definitions.  In  this  Agreement,  the following terms shall have the following
meanings:

"Aggregate  Equivalent  Vote  Amount"  means,  with  respect  to  any  matter,
proposition  or  question  on which holders of Jaws Common Stock are entitled to
vote,  consent  or  otherwise  act,  the  product of (i) the number of shares of
Exchangeable  Shares  issued  and  outstanding and held by Holders multiplied by
(ii)  the  Equivalent  Vote  Amount.

"Automatic  Exchange  Rights"  means  the  benefit  of the obligation of Jaws to
effect  the  automatic  exchange of shares of Jaws Common Stock for Exchangeable
Shares  pursuant  to  Section  5  (k)  hereof.

"Board  of  Directors"  means  the  Board  of  Directors  of  Pace.

<PAGE>
"Business  Day"  has  the  meaning  attributed thereto in the Exchangeable Share
Provisions.

"Equivalent  Vote  Amount"  means,  with  respect  to any matter, proposition or
question  on which holders of Jaws Common Stock are entitled to vote, consent or
otherwise act, the number of votes to which a holder of one share of Jaws Common
Stock  is  entitled  with  respect  to  such  matter,  proposition  or question.

"Exchange  Right"  has  the  meaning  attributed  thereto  in  Article 5 hereof.

"Exchangeable  Share  Consideration"  has  the meaning attributed thereto in the
Exchangeable  Share  Provisions.

"Exchangeable  Share  Price"  has  the  meaning  attributed  thereto  in  the
Exchangeable  Share  Provisions.

"Exchangeable  Share  Provisions"  has  the  meaning  attributed  thereto in the
recitals  hereto.

"Exchangeable Shares" has the meaning attributed thereto in the recitals hereto.
"Jaws  Common  Stock" has the meaning attributed thereto in the recitals hereto.
"Jaws  Consent" has the meaning attributed thereto in Section 4(b) hereof. "Jaws
Meeting"  has  the  meaning  attributed  thereto  in  Section 4(b) hereof. "Jaws
Special Voting Stock" has the meaning attributed thereto in the recitals hereto.
"Jaws Successor" has the meaning attributed thereto in subsection 11 (a) hereof.
"Holder  Votes"  has  the  meaning  attributed  thereto  in Section 4(b) hereof.

"Holders" means the registered holders from time to time of Exchangeable Shares,
other  than  Jaws  and  its  Subsidiaries.

"Insolvency  Event"  means  the  institution  by  Pace  of  any proceeding to be
adjudicated  a  bankrupt  or  insolvent  or  to be dissolved or wound-up, or the
consent  of  Pace  to  the institution of bankruptcy, insolvency, dissolution or
winding-up  proceedings  against  it,  or  the  filing  of a petition, answer or
consent  seeking  dissolution  or winding-up under any bankruptcy, insolvency or
analogous  laws,  including  without  limitation  the  Companies'  Creditors'
Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the
failure  by  Pace  to  contest  in  good faith any such proceedings commenced in
respect of Pace within 15 days of becoming aware thereof, or the consent by Pace
to  the  filing of any such petition or to the appointment of a receiver, or the
making  by  Pace  of  a  general assignment for the benefit of creditors, or the
admission in writing by Pace of its inability to pay its debts generally as they
become  due,  or  Pace  not  being  permitted, pursuant to liquidity or solvency
requirements  of  applicable  law,  to  redeem  any Retracted Shares pursuant to
Section  6.6  of  the  Exchangeable  Share  Provisions.

<PAGE>

"Liquidation  Call Right" has the meaning attributed thereto in the Exchangeable
Share  Provisions.

"Liquidation  Event"  has  the meaning attributed thereto in subsection 5(k)(ii)
hereof.

"Liquidation  Event  Effective  Date"  has  the  meaning  attributed  thereto in
subsection  5  (k)  (iii)  hereof.

"List"  has  the  meaning  attributed  thereto  in  Section  4(f)  hereof.

"Officers' Certificate" means, with respect to Jaws or Pace, as the case may be,
a  certificate signed by any two of the Chairman of the Board, the Vice-Chairman
of  the  Board, the President, any Vice-President or any other senior officer of
Jaws  or  Pace,  as  the  case  may  be.

"Person"  includes  an  individual,  partnership,  corporation,  company,
unincorporated  syndicate  or  organization,  trust,  trustee,  executor,
administrator  and  other  legal  representative.

"Redemption  Call  Right" has the meaning attributed thereto in the Exchangeable
Share  Provisions.

"Retracted  Shares"  has  the meaning attributed thereto in Section 5(g) hereof.

"Retraction  Call  Right" has the meaning attributed thereto in the Exchangeable
Share  Provisions.

"Share  Purchase  Agreement"  has the meaning attributed thereto in the recitals
hereof.

"Subsidiary"  has  the  meaning  attributed  thereto  in  the Exchangeable Share
Provisions.

"Support  Agreement"  means  that certain support agreement made as of even date
hereof  between  Pace  and  Jaws.

"Trust"  means  the  trust  created  by  this  Agreement.

"Trust Estate" means the Voting Share, any other securities, the Exchange Right,
the  Automatic Exchange Rights and any money or other property which may be held
by  the  Trustee  from  time  to  time  pursuant  to  this  Agreement.

"Trustee"  means  Ian  H.  Kennedy,  Barrister  and Solicitor, 1013 17th Avenue,
Calgary,  Alberta  T2T  0A7 and, subject to the provisions of Article 10 hereof,
includes  any  successor  trustee  or  permitted  assigns.

<PAGE>
"Voting  Rights"  means  the  voting  rights  attached  to  the  Voting  Share.

"Voting  Share" means the one (1) share of Jaws Special Voting Stock, U.S. $1.00
par  value, issued by Jaws to and deposited with the Trustee, which entitles the
holder  of  record  to  a  number of votes at meetings of holders of Jaws Common
Stock  equal  to  the  Aggregate  Equivalent  Vote  Amount.

Interpretation  Not  Affected  by  Headings, etc. The division of this Agreement
into  articles,  sections  and  paragraphs and the insertion of headings are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation  of  this  Agreement.

Number,  Gender, etc. Words importing the singular number only shall include the
plural  and  vice versa. Words importing the use of any gender shall include all
genders.

Date  for  any  Action.  If any date on which any action is required to be taken
under  this Agreement is not a Business Day, such action shall be required to be
taken  on  the  next  succeeding  Business  Day.

Purpose  of  Agreement

The  purpose  of  this  Agreement  is to create the Trust for the benefit of the
Holders,  as herein provided. The Trustee will hold the Voting Share in order to
enable  the  Trustee  to  exercise  the Voting Rights and will hold the Exchange
Right  and  the  Automatic  Exchange  Rights  in  order to enable the Trustee to
exercise  such  rights, in each case as Trustee for and on behalf of the Holders
as  provided  in this Agreement. The Trust is hereby constituted on the 15th day
of  October,  1999 by the granting of the Exchange Rights and Automatic Exchange
Rights  to  the  Trustee  notwithstanding  that  the  Voting Share entitling the
Trustee  to  Voting  Rights  is  delivered  after  the  date  hereof.

Voting  Share


<PAGE>
Issuance  and  Ownership  of the Voting Share. Immediately following approval by
the  directors  of  Jaws  of the creation and issuance of the Voting Share, Jaws
shall  issue  to  and  deposit with the Trustee the Voting Share to be hereafter
held  of  record by the Trustee as trustee for and on behalf of, and for the use
and  benefit  of  the  Holders  and  in  accordance  with the provisions of this
Agreement  in consideration for the payment by the Trustee of $1.00 (the receipt
and  sufficiency  of  which  is  hereby  acknowledged)  for and on behalf of the
Holders. During the term of the Trust and subject to the terms and conditions of
this  Agreement,  the  Trustee  shall  possess  and  be  vested  with full legal
ownership  of  the  Voting  Share  and  shall be entitled to exercise all of the
rights  and  powers  of an owner with respect to the Voting Share, provided that
the  Trustee  shall:

hold  the Voting Share and the legal title thereto as trustee solely for the use
and  benefit of the Holders in accordance with the provisions of this Agreement;
and

except  as specifically authorized by this Agreement, have no power or authority
to  sell,  transfer,  vote or otherwise deal in or with the Voting Share and the
Voting  Share  shall  not  be used or disposed of by the Trustee for any purpose
other  than  the  purposes  for  which  this  Trust  is created pursuant to this
Agreement.

Legended  Share  Certificates.  Pace  will  cause  each certificate representing
Exchangeable Shares to bear an appropriate legend notifying the Holders of their
right  to instruct the Trustee with respect to the exercise of the Voting Rights
with  respect  to  the  Exchangeable  Shares  held  by  a  Holder.

Safe Keeping of Certificate. The certificate representing the Voting Share shall
at  all  times  be  held  in  safe  keeping  by  the  Trustee  or  its  agent.

Exercise  of  Voting  Rights

Voting  Rights. The  Trustee, as the holder of record of the Voting Share, shall
be entitled to all of the Voting Rights, including the right to consent to or to
vote  in  person  or  by  proxy  the  Voting  Share,  on any matter, question or
proposition whatsoever that may properly come before the stockholders of Jaws or
in  connection  with  a Jaws Consent (in each case, as hereinafter defined). The
Voting  Rights  shall  be  and  remain  vested  in and exercised by the Trustee.
Subject  to  Section  7(m)  hereof, the Trustee shall exercise the Voting Rights
only  on  the  basis  of  instructions  received pursuant to this Article 4 from
Holders entitled to instruct the Trustee as to the voting thereof at the time at
which  a Jaws Consent is sought or a Jaws Meeting is held. To the extent that no
instructions  are  received  from  a Holder with respect to the Voting Rights to
which  such  Holder  is  entitled,  the Trustee shall not exercise or permit the
exercise  of  such  Holder's  Vote.


<PAGE>
Number  of  Votes. With respect to all meetings of stockholders of Jaws at which
holders  of  shares of Jaws Common Stock are entitled to vote (a "Jaws Meeting")
and  with  respect  to all written consents sought by Jaws from its stockholders
including  the  holders of shares of Jaws Common Stock (a "Jaws Consent" ), each
Holder  shall  be  entitled to instruct the Trustee to cast and exercise, in the
manner  instructed,  a  number  of votes equal to the Equivalent Vote Amount for
each  Exchangeable  Share  owned  of  record  by  such Holder on the record date
established  by Jaws or by applicable law for such Jaws Meeting or Jaws Consent,
as  the  case may be (the "Holder Votes") in respect of each matter, question or
proposition  to  be  voted  on  at  such  Jaws  Meeting or to be consented to in
connection  with  such  Jaws  Consent.

 Mailings  to  Shareholders. With respect to each Jaws Meeting and Jaws Consent,
the  Trustee  will  mail  or cause to be mailed (or otherwise communicate in the
same  manner as Jaws utilizes in communications to holders of Jaws Common Stock,
subject  to  the  Trustee's  ability to provide this method of communication and
upon  being  advised  in writing of such method) to each of the Holders named in
the  List  on  the  same  day  as  the  initial  mailing  or  notice  (or  other
communication)  with  respect  thereto  is  given  by  Jaws to its stockholders:

a  copy  of  such  notice,  together with any proxy or information statement and
related  materials  to  be  provided  to  stockholders  of  Jaws;

a  statement  that  such  Holder  is  entitled to instruct the Trustee as to the
exercise  of the Holder Votes with respect to such Jaws Meeting or Jaws Consent,
as  the  case  may  be, or, pursuant to Section 4(g) hereof, to attend such Jaws
Meeting  and  to  exercise  personally  the  Holder  Votes  thereat;

a  statement  as  to  the  manner in which such instructions may be given to the
Trustee,  including  an express indication that instructions may be given to the
Trustee  to  give:

a  proxy to such Holder or his designee to exercise personally the Holder Votes;
or

a  proxy to a designated agent or other representative of the management of Jaws
to  exercise  such  Holder  Votes;

(iv)     a  statement that if no such instructions are received from the Holder,
the  Holder  Votes  to  which  such  Holder  is  entitled will not be exercised;


<PAGE>
(v)     a  form  of  direction whereby the Holder may so direct and instruct the
Trustee  as  contemplated  herein;  and

(vi)     a statement of (A) the time and date by which such instructions must be
received  by  the Trustee in order to be binding upon it, which in the case of a
Jaws  Meeting  shall not be later than the close of business on the Business Day
prior  to  such  meeting,  and  (B)  the  method  for  revoking or amending such
instructions.

The  materials  referred to above are to be provided by Jaws to the Trustee, but
shall  be  subject  to  review  and  comment  by  the  Trustee.

For  the  purpose  of  determining Holder Votes to which a Holder is entitled in
respect  of  any  such  Jaws Meeting or Jaws Consent, the number of Exchangeable
Shares  owned  of  record  by  the  Holder  shall  be determined at the close of
business  on  the  record  date  established  by  Jaws  or by applicable law for
purposes of determining stockholders entitled to vote at such Jaws Meeting or to
give  written consent in connection with such Jaws Consent. Jaws will notify the
Trustee  in  writing  of  any  decision  of  the board of directors of Jaws with
respect  to the calling of any such Jaws Meeting or the seeking of any such Jaws
Consent and shall provide all necessary information and materials to the Trustee
in  each case promptly and in any event in sufficient time to enable the Trustee
to  perform  its  obligations  contemplated  by  this  Section  4(c).

Copies  of  Stockholder  Information. Jaws will deliver to the Trustee copies of
all proxy materials (including notices of Jaws Meetings but excluding proxies to
vote  shares  of  Jaws Common Stock), information statements, reports (including
without  limitation  all  interim  and  annual  financial  statements) and other
written  communications  that are to be distributed from time to time to holders
of  Jaws  Common  Stock in sufficient quantities and in sufficient time so as to
enable  the  Trustee  to send those materials to each Holder at the same time as
such  materials are first sent to holders of Jaws Common Stock. The Trustee will
mail  or  otherwise  send  to each Holder, at the expense of Jaws, copies of all
such materials (and all materials specifically directed to the Holders or to the
Trustee  for  the  benefit  of the Holders by Jaws) received by the Trustee from
Jaws at the same time as such materials are first sent to holders of Jaws Common
Stock.  The  Trustee  will  make  copies  of  all  such  materials available for
inspection  by  any  Holder at the office of the Trustee in the city of Calgary.


<PAGE>
Other Materials. Immediately after receipt by Jaws or any stockholder of Jaws of
any  material  sent or given generally to the holders of Jaws Common Stock by or
on  behalf  of  a  third party, including without limitation dissident proxy and
information  circulars  (and  related  information  and material) and tender and
exchange  offer circulars (and related information and material), Jaws shall use
its  best  efforts  to  obtain  and  deliver  to  the  Trustee copies thereof in
sufficient  quantities  so  as  to  enable  the Trustee to forward such material
(unless  the  same has been provided directly to Holders by such third party) to
each Holder as soon as possible thereafter. As soon as practicable after receipt
thereof,  the Trustee will mail or otherwise send to each Holder, at the expense
of  Jaws,  copies  of  all such materials received by the Trustee from Jaws. The
Trustee  will also make copies of all such materials available for inspection by
any  Holder  at  the  office  of  the  Trustee  in  the  city  of  Calgary.

List of Persons Entitled to Vote.  Pace shall, (i) prior to each annual, general
and  special  Jaws Meeting or the seeking of any Jaws Consent and (ii) forthwith
upon  each  request made at any time by the Trustee in writing, prepare or cause
to be prepared a list (a List of the names and addresses of the Holders arranged
in  alphabetical  order  and  showing  the number of Exchangeable Shares held of
record  by  each  such Holder, in each case at the close of business on the date
specified  by  the Trustee in such request or, in the case of a List prepared in
connection  with  a  Jaws Meeting or a Jaws Consent, at the close of business on
the  record  date  established  by  Jaws  or  pursuant  to  applicable  law  for
determining  the  holders  of  Jaws  Common  Stock entitled to receive notice of
and/or  to  vote at such Jaws Meeting or to give consent in connection with such
Jaws  Consent.  Each  such List shall be delivered to the Trustee promptly after
receipt  by  Pace of such request or the record date for such meeting or seeking
of  consent,  as  the case may be, and in any event within sufficient time as to
enable  the Trustee to perform its obligations under this Agreement. Jaws agrees
to  give  Pace written notice (with a copy to the Trustee) of the calling of any
Jaws  Meeting  or the seeking of any Jaws Consent together with the record dates
therefor,  sufficiently  prior  to  the  date  of the calling of such meeting or
seeking  of  such  consent so as to enable Pace to perform its obligations under
this  Section  4(f).

Entitlement  to  Direct Votes. Any Holder named in a List prepared in connection
with  any  Jaws Meeting or any Jaws Consent will be entitled (i) to instruct the
Trustee  in  the  manner  described  in  Section 4(c) hereof with respect to the
exercise  of the Holder Votes to which such Holder is entitled or (ii) to attend
such  meeting and personally to exercise thereat (or to exercise with respect to
any  written  consent),  as  the proxy of the Trustee, the Holder Votes to which
such  Holder  is  entitled.

<PAGE>
Stockholder  Proposals.  The  Trustee  shall  forthwith  submit  to  Jaws  any
stockholder  proposal  (within  the  meaning  of  the  United  States Securities
Exchange  Act  of  1934) received by the Trustee from a Holder. Such stockholder
proposal  may  be considered at any meeting of Jaws at which the holders of Jaws
Common Stock are entitled to submit stockholder proposals. Jaws agrees to accept
all  stockholder  proposals  submitted  by the Trustee that are received by Jaws
within  the  applicable  time  limitation  under  the  United  States Securities
Exchange  Act  of 1934, provided that not more than one proposal is submitted on
behalf  of  any  one  Holder.

 Voting  by  Trustee,  and  Attendance  of  Trustee  Representative, at Meeting.

In  connection  with  each  Jaws  Meeting  and  Jaws  Consent, the Trustee shall
exercise,  either  in  person  or  by proxy, in accordance with the instructions
received  from  a Holder pursuant to Section 4(c) hereof, the Holder Votes as to
which  such  Holder is entitled to direct the vote (or any lesser number thereof
as  may  be set forth in the instructions); provided, however, that such written
instructions  are  received by the Trustee from the Holder prior to the time and
date  fixed  by  it  for receipt of such instructions in the notice given by the
Trustee  to  the  Holder  pursuant  to  Section  4(c)  hereof.

The  Trustee shall cause such representatives as are empowered by it to sign and
deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Jaws
Meeting at the expense of Jaws. Upon submission by a Holder (or its designee) of
identification  satisfactory  to  the  Trustee's  representatives,  and  at  the
Holder's request, such representatives shall sign and deliver to such Holder (or
its  designee)  a proxy to exercise personally the Holder Votes as to which such
Holder is otherwise entitled hereunder to direct the vote, if such Holder either
(A)  has  not previously given the Trustee instructions pursuant to Section 4(c)
hereof  in  respect  of  such  meeting,  or  (B)  submits  to  the  Trustee's
representatives  written  revocation  of any such previous instructions. At such
meeting,  the  Holder exercising such Holder Votes shall have the same rights as
the  Trustee  to  speak  at  the  meeting  in respect of any matter, question or
proposition,  to  vote by way of ballot at the meeting in respect of any matter,
question or proposition and to vote at such meeting by way of a show of hands in
respect  of  any  matter,  question  or  proposition.

     (g)     Distribution  of  Written  Materials.  Any  written materials to be
distributed  by  the  Trustee to the Holders pursuant to this Agreement shall be
delivered  or sent by mail (or otherwise communicated in the same manner as Jaws
utilizes  in  communications  to holders of Jaws Common Stock) to each Holder at
its  address  as  shown  on the books of Pace. Pace shall provide or cause to be
provided  to  the Trustee for this purpose, on a timely basis and without charge
or  other  expense:

current  lists  of  the  Holders;  and

upon  the  request of the Trustee, mailing labels to enable the Trustee to carry
out  its  duties  under  this  Agreement.

<PAGE>

The  materials  referred to above are to be provided by Jaws to the Trustee, but
shall  be  subject  to  review  and  comment  by  the  Trustee.

Termination  of  Voting  Right.  Except  as  otherwise provided herein or in the
Exchangeable Share Provisions, all of the rights of a Holder with respect to the
Holder  Votes  exercisable  in  respect  of the Exchangeable Shares held by such
Holder,  including  the  right to instruct the Trustee as to the voting of or to
vote  personally  such  Holder  Votes  and  including  the  right  to  submit  a
stockholder  proposal  to  the  Trustee  in accordance with Section 4(h) hereof,
shall  be  deemed  to be surrendered by the Holder to Jaws and such Holder Votes
and  the  Voting  Rights  represented  thereby  shall cease immediately upon the
delivery  by  such  Holder  to the Trustee of the certificates representing such
Exchangeable  Shares  in  connection  with  the  exercise  by  the Holder of the
Exchange  Right  or  the  occurrence  of  the automatic exchange of Exchangeable
Shares for shares of Jaws Common Stock, as specified in Article 5 hereof (unless
in  either  case  Jaws  shall  not  have  delivered  the  Exchangeable  Share
Consideration  deliverable  in  exchange therefor to the Trustee for delivery to
the  Holders), or upon the redemption of Exchangeable Shares pursuant to Article
6  or Article 7 of the Exchangeable Share Provisions, or upon the effective date
of  the  liquidation, dissolution or winding-up of Pace pursuant to Article 5 of
the  Exchangeable  Share Provisions, or upon the purchase of Exchangeable Shares
from  the  holder  thereof  by  Jaws  pursuant  to  the  exercise by Jaws of the
Retraction  Call Right, the Redemption Call Right or the Liquidation Call Right.

Exchange  Right  and  Automatic  Exchange

Grant  and Ownership of the Exchange Right. Jaws hereby grants to the Trustee as
trustee  for  and  on behalf of, and for the use and benefit of, the Holders (i)
the right (the "Exchange Right'), upon the occurrence and during the continuance
of  an Insolvency Event, to require Jaws to purchase from each or any Holder all
or  any  part  of  the  Exchangeable  Shares  held by such Holders, and (ii) the
Automatic  Exchange  Rights,  all  in  accordance  with  the  provisions of this
Agreement.


<PAGE>
Jaws  hereby  acknowledges receipt from the Trustee as trustee for and on behalf
of the Holders of good and valuable consideration (and the adequacy thereof) for
the grant of the Exchange Right and the Automatic Exchange Rights by Jaws to the
Trustee. During the term of the Trust and subject to the terms and conditions of
this  Agreement,  the  Trustee  shall  possess  and  be  vested  with full legal
ownership  of  the Exchange Right and the Automatic Exchange Rights and shall be
entitled  to  exercise  all of the rights and powers of an owner with respect to
the  Exchange Right and the Automatic Exchange Rights, provided that the Trustee
shall:

hold  the  Exchange  Right and the Automatic Exchange Rights and the legal title
thereto  as  trustee solely for the use and benefit of the Holders in accordance
with  the  provisions  of  this  Agreement;  and

except  as specifically authorized by this Agreement, have no power or authority
to  exercise  or  otherwise  deal in or with the Exchange Right or the Automatic
Exchange  Rights,  and  the  Trustee  shall not exercise any such rights for any
purpose other than the purposes for which this Trust is created pursuant to this
Agreement.

Legended  Share  Certificates.  Pace  will  cause  each certificate representing
Exchangeable  Shares  to  bear  an  appropriate legend notifying the Holders of:

their right to instruct the Trustee with respect to the exercise of the Exchange
Right  in  respect  of  the  Exchangeable  Shares  held  by  a  Holder;  and

the  Automatic  Exchange  Rights.

(c)     General  Exercise  of  Exchange  Right.  The Exchange Right shall be and
remain  vested  in and exercised by the Trustee. Subject to Section 7(m) hereof,
the  Trustee shall exercise the Exchange Right only on the basis of instructions
received  pursuant  to  this  Article  5  from  Holders entitled to instruct the
Trustee  as  to  the  exercise  thereof.  To the extent that no instructions are
received from a Holder with respect to the Exchange Right, the Trustee shall not
exercise  or  permit  the  exercise  of  the  Exchange  Right.

Purchase  Price.  The purchase price payable by Jaws for each Exchangeable Share
to be purchased by Jaws under the Exchange Right shall be an amount equal to the
Exchangeable Share Price on the last Business Day prior to the day of closing of
the  purchase  and  sale of such Exchangeable Share under the Exchange Right. In
connection  with  each  exercise of the Exchange Right, Jaws will provide to the
Trustee  an  Officer's  Certificate  setting  forth  the  calculation  of  the
Exchangeable  Share  Price  for  each Exchangeable Share. The Exchangeable Share
Price  for  each  such  Exchangeable Share so purchased may be satisfied only by
Jaws issuing and delivering or causing to be delivered to the Trustee, on behalf
of  the  relevant  Holder, the Exchangeable Share Consideration representing the
total  Exchangeable  Share  Price.


<PAGE>
Exercise  Instructions.  Subject to the terms and conditions herein set forth, a
Holder  shall  be entitled, upon the occurrence and during the continuance of an
Insolvency  Event,  to  instruct the Trustee to exercise the Exchange Right with
respect  to all or any part of the Exchangeable Shares registered in the name of
such  Holder.  To  cause  the exercise of the Exchange Right by the Trustee, the
Holder  shall  deliver  to  the Trustee, in person or by certified or registered
mail,  at  its  principal offices in Calgary, Alberta or at such other places in
Canada  as  the Trustee may from time to time designate by written notice to the
Holders, the certificates representing the Exchangeable Shares which such Holder
desires  Jaws to purchase, duly endorsed in blank, and accompanied by such other
documents  and  instruments  as  may  be  required  to  effect  a  transfer  of
Exchangeable  Shares  under  applicable  law  and  the  bylaws  of Pace and such
additional  documents  and  instruments  as  the  Trustee may reasonably require
together  with  (i)  a duly completed form of notice of exercise of the Exchange
Right,  contained  on  the  reverse  of  or  attached  to the Exchangeable Share
certificates,  stating  (A)  that  the  Holder  thereby instructs the Trustee to
exercise  the  Exchange  Right so as to require Jaws to purchase from the Holder
the  number  of  Exchangeable Shares specified therein, (B) that such Holder has
good  title to and owns all such Exchangeable Shares to be acquired by Jaws free
and  clear  of  all  liens,  claims and encumbrances, (C) the names in which the
certificates  representing  Jaws  Common  Stock  issuable in connection with the
exercise  of the Exchange Right are to be issued and (D) the names and addresses
of  the persons to whom the Exchangeable Share Consideration should be delivered
and  (ii)  payment  (or  evidence  satisfactory to the Trustee, Pace and Jaws of
payment)  of  the taxes (if any) payable as contemplated by Section 5(h) of this
Agreement.  If  only  a  part  of  the  Exchangeable  Shares  represented by any
certificate or certificates delivered to the Trustee are to be purchased by Jaws
under the Exchange Right, a new certificate for the balance of such Exchangeable
Shares  shall  be  issued  to  the  Holder  at  the  expense  of  Pace.


<PAGE>
Delivery of Exchangeable Share Consideration; Effect of Exercise. Promptly after
receipt  of  the  certificates  representing  the  Exchangeable Shares which the
Holder  desires  Jaws  to  purchase under the Exchange Right (together with such
documents  and  instruments  of  transfer and a duly completed form of notice of
exercise  of the Exchange Right), duly endorsed for transfer to Jaws the Trustee
shall  notify Jaws and Pace of its receipt of the same, which notice to Jaws and
Pace shall constitute exercise of the Exchange Right by the Trustee on behalf of
the  Holder  of  such Exchangeable Shares, and Jaws shall immediately thereafter
deliver  or  cause to be delivered to the Trustee, for delivery to the Holder of
such  Exchangeable Shares (or to such other persons, if any, properly designated
by  such Holder), the Exchangeable Share Consideration deliverable in connection
with  the  exercise  of  the  Exchange  Right;  provided,  however, that no such
delivery  shall  be  made  unless and until the Holder requesting the same shall
have  paid  (or  provided evidence satisfactory to the Trustee, Pace and Jaws of
the  payment  of)  the taxes (if any) payable as contemplated by Section 5(h) of
this Agreement. Immediately upon the giving of notice by the Trustee to Jaws and
Pace  of  the exercise of the Exchange Right, as provided in this Section 5 (f),
the closing of the transaction of purchase and sale contemplated by the Exchange
Right  shall  be  deemed  to  have occurred, and the Holder of such Exchangeable
Shares  shall  be deemed to have transferred to Jaws all of its right, title and
interest  in  and to such Exchangeable Shares and in the related interest in the
Trust  Estate  and  shall  cease  to be a holder of such Exchangeable Shares and
shall  not  be  entitled  to  exercise  any of the rights of a holder in respect
thereof,  other  than  the  right to receive his proportionate part of the total
purchase  price  therefor,  unless  such Exchangeable Share Consideration is not
delivered  by Jaws to the Trustee, for delivery to such Holder (or to such other
persons, if any, properly designated by such Holder), within three Business Days
of  the  date  of  the  giving  of such notice by the Trustee, in which case the
rights  of  the  Holder  shall  remain  unaffected until such Exchangeable Share
Consideration  is  delivered  by  Jaws  and any cheque included therein is paid.
Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the
Holder  shall  be  considered and deemed for all purpose to be the holder of the
shares  of  Jaws  Common  Stock  delivered to it pursuant to the Exchange Right.


<PAGE>
Exercise  of Exchange Right Subsequent to Retraction. In the event that a Holder
has  exercised its right under Article 6 of the Exchangeable Share Provisions to
require  Pace to redeem any or all of the Exchangeable Shares held by the Holder
(the  Retracted  Shares") and is notified by Pace pursuant to Section 6.6 of the
Exchangeable  Share  Provisions  that  Pace will not be permitted as a result of
liquidity  or  solvency  requirements  of  applicable  law  to  redeem  all such
Retracted  Shares,  subject  to receipt by the Trustee of written notice to that
effect  from Pace and provided that Jaws shall not have exercised the Retraction
Call  Right  with  respect  to  the Retracted Shares and that the Holder has not
revoked  the  retraction  request  delivered  by  the Holder to Pace pursuant to
Section  6.1  of  the Exchangeable Share Provisions, the retraction request will
constitute  and  will  be  deemed  to  constitute  notice from the Holder to the
Trustee  instructing  the Trustee to exercise the Exchange Right with respect to
those  Retracted  Shares which Pace is unable to redeem. In any such event, Pace
hereby  agrees with the Trustee and in favor of the Holder immediately to notify
the  Trustee  of  such  prohibition  against Pace redeeming all of the Retracted
Shares  and  immediately  to forward or cause to be forwarded to the Trustee all
relevant materials delivered by the Holder to Pace (including without limitation
a  copy  of  the  retraction  request  delivered pursuant to Section 6. I of the
Exchangeable  Share  Provisions)  in connection with such proposed redemption of
the  Retracted Shares and the Trustee will thereupon exercise the Exchange Right
with  respect  to  the Retracted Shares that Pace is not permitted to redeem and
will  require  Jaws to purchase such shares in accordance with the provisions of
this  Article  5.

Stamp  or  Other  Transfer  Taxes.  Upon any sale of Exchangeable Shares to Jaws
pursuant  to  the  Exchange  Right  or  the Automatic Exchange Rights, the share
certificate  or  certificates  representing Jaws Common Stock to be delivered in
connection with the payment of the total purchase price therefor shall be issued
in the name of the Holder of the Exchangeable Shares so sold or in such names as
such  Holder may otherwise direct in writing without charge to the holder of the
Exchangeable  Shares  so sold, provided, however, that such Holder (i) shall pay
(and  neither  Jaws,  Pace  nor  the  Trustee  shall  be  required  to  pay) any
documentary,  stamp,  transfer  or  other  similar  taxes that may be payable in
respect of any transfer involved in the issuance or delivery of such shares to a
person other than such Holder or (ii) shall have established to the satisfaction
of  the  Trustee,  Jaws  and  Pace  that  such  taxes,  if  any, have been paid.

Notice  of  Insolvency Event. Pace and Jaws shall give written notice thereof to
the  Trustee immediately upon the occurrence of an Insolvency Event or any event
which  with  the  giving  of  notice  or the passage of time or both would be an
Insolvency  Event.  As  soon as practicable after receiving notice from Pace and
Jaws  or  from  any  other  Person of the occurrence of an Insolvency Event, the
Trustee  will  mail  to  each  Holder,  at the expense of Jaws, a notice of such
Insolvency  Event  in  the  form  provided by Jaws, which notice shall contain a
brief  statement of the right of the Holders with respect to the Exchange Right.

Reservation of Shares of Jaws Common Stock. Jaws hereby represents, warrants and
covenants  that  it  has irrevocably reserved for issuance and will at all times
keep  available,  free  from pre-emptive and other rights, out of its authorized
and  unissued capital stock such number of shares of Jaws Common Stock (i) as is
equal to the sum of (A) the number of Exchangeable Shares issued and outstanding
from  time  to  time and (B) the number of Exchangeable Shares issuable upon the
exercise  of  all rights to acquire Exchangeable Shares outstanding from time to
time and (ii) as are now and may hereafter be required to enable and permit Pace
and  Jaws  to  meet  their  respective  obligations hereunder, under the Support
Agreement,  under the Exchangeable Share Provisions and under any other security
or  commitment  pursuant  to  the Share Purchase Agreement with respect to which
Jaws  may  now  or  hereafter  be required to issue shares of Jaws Common Stock.

Automatic  Exchange  on  Liquidation  of  Jaws


<PAGE>
Jaws will give the Trustee written notice of each of the following events at the
time  set  forth  below:

(A)     in  the  event of any determination by the board of directors of Jaws to
institute  voluntary  liquidation,  dissolution  or  winding-up proceedings with
respect  to Jaws or to effect any other distribution of assets of Jaws among its
stockholders  for  the purpose of winding-up its affairs, at least 60 days prior
to  the  proposed effective date of such liquidation, dissolution, winding-up or
other  distribution;  and

(B)     immediately,  upon  the  earlier of (I) receipt by Jaws of notice of and
(II)  Jaws otherwise becoming aware of any threatened or instituted claim, suit,
petition  or  other  proceedings  with  respect  to the involuntary liquidation,
dissolution  or winding-up of Jaws or to effect any other distribution of assets
of  Jaws  among  its  stockholders  for  the  purpose of winding-up its affairs.

(ii)     Immediately following receipt by the Trustee from Jaws of notice of any
event  (a  "Liquidation  Event")  contemplated  by  Section 5 (k) (i) above, the
Trustee will give notice thereof to the Holders. Such notice will be provided by
Jaws  to  the  Trustee  and  shall  include a brief description of the automatic
exchange  of Exchangeable Shares for shares of Jaws Common Stock provided for in
Section  5(k)  (iii)  below.

(iii)     In  order  that  the Holders will be able to participate on a PRO RATA
basis  with  the  holders  of Jaws Common Stock in the distribution of assets of
Jaws  in connection with a Liquidation Event, immediately prior to the effective
time  (the "Liquidation Event Effective Time") of a Liquidation Event all of the
then outstanding Exchangeable Shares shall be automatically exchanged for shares
of Jaws Common Stock. To effect such automatic exchange, Jaws shall be deemed to
have  purchased  each  Exchangeable  Share  outstanding immediately prior to the
Liquidation  Event  Effective Time and held by Holders, and each Holder shall be
deemed  to  have  sold  the  Exchangeable  Shares held by it at such time, for a
purchase  price  per  share  equal to the Exchangeable Share Price applicable at
such time. In connection with such automatic exchange, Jaws shall provide to the
Trustee  an  Officers' Certificate setting forth the calculation of the purchase
price  for  each  Exchangeable  Share.


<PAGE>
(iv)     The  closing  of  the  transaction of purchase and sale contemplated by
Section  5(k)(iii)  above  shall be deemed to have occurred immediately prior to
the  Liquidation  Event  Effective  Time, and each Holder of Exchangeable Shares
shall be deemed to have transferred to Jaws all of the Holder's right, title and
interest  in  and  to  such  Exchangeable Shares and the related interest in the
Trust Estate and shall cease to be a holder of such Exchangeable Shares and Jaws
shall  deliver  to  the  Holder the Exchangeable Share Consideration deliverable
upon  the  automatic  exchange  of  Exchangeable  Shares. Concurrently with such
Holder  ceasing  to  be  a  holder  of  Exchangeable Shares, the Holder shall be
considered  and  deemed  for all purposes to be the holder of the shares of Jaws
Common  Stock  issued  to  it pursuant to the automatic exchange of Exchangeable
Shares  for Jaws Common Stock and the certificates held by the Holder previously
representing  the Exchangeable Shares exchanged by the Holder with Jaws pursuant
to such automatic exchange shall thereafter be deemed to represent the shares of
Jaws  Common  Stock  issued  to  the  Holder  by Jaws pursuant to such automatic
exchange.  Upon  the  request  of  a  Holder  and the surrender by the Holder of
Exchangeable Share certificates deemed to represent shares of Jaws Common Stock,
duly  endorsed  in blank and accompanied by such instruments of transfer as Jaws
may  reasonably  require,  Jaws  shall  deliver  or cause to be delivered to the
Holder  certificates  representing  the shares of Jaws Common Stock of which the
Holder  is  the  holder.

Restrictions  on  Issuance  of  Jaws  Special  Voting  Stock

During  the  term  of  this  Agreement,  Jaws  will not issue any shares of Jaws
Special  Voting  Stock  in  addition  to  the  Voting  Share.

Concerning  the  Trustee

Powers  and  Duties  of  the  Trustee. The rights, powers and authorities of the
Trustee  under  this  Agreement,  in its capacity as trustee of the Trust, shall
include:

receipt  and  deposit of the Voting Share from Jaws as trustee for and on behalf
of  the  Holders  in  accordance  with  the  provisions  of  this  Agreement;

granting  proxies  and  distributing  materials  to  Holders as provided in this
Agreement;

voting  the  Holder  Votes  in accordance with the provisions of this Agreement;


<PAGE>
 receiving  the  grant  of  the Exchange Right and the Automatic Exchange Rights
from  Jaws  as  trustee  for and on behalf of the Holders in accordance with the
provisions  of  this  Agreement;

exercising  the  Exchange  Right  and  enforcing  the  benefit  of the Automatic
Exchange  Rights,  in  each  case  in  accordance  with  the  provisions of this
Agreement,  and  in  connection  therewith  receiving  from Holders Exchangeable
Shares and other requisite documents and distributing to such Holders the shares
of  Jaws  Common  Stock  and cheques, if any, to which such Holders are entitled
upon  the  exercise  of the Exchange Right or pursuant to the Automatic Exchange
Rights,  as  the  case  may  be;

holding  title  to  the  Trust  Estate;

investing  any  monies forming, from time to time, a part of the Trust Estate as
provided  in  this  Agreement;

taking action at the direction of a Holder or Holders to enforce the obligations
of  Jaws  under  this  Agreement;  and

taking  such  other  actions  and  doing  such  other things as are specifically
provided  in  this  Agreement.

In  the  exercise  of such rights, powers and authorities the Trustee shall have
(and is granted) such incidental and additional rights, powers and authority not
in  conflict with any of the provisions of this Agreement as the Trustee, acting
in  good  faith  and  in  the  reasonable  exercise  of its discretion, may deem
necessary,  appropriate  or  desirable  to  effect the purpose of the Trust. Any
exercise  of  such  discretionary  rights, powers and authorities by the Trustee
shall  be final, conclusive and binding upon all persons. For greater certainty,
the  Trustee  shall  have  only those duties as are set out specifically in this
Agreement.

The  Trustee shall not be bound to give any notice or do or take any act, action
or proceeding by virtue of the powers conferred on it hereby unless and until it
shall  be  specifically  required to do so under the terms hereof; nor shall the
Trustee  be  required to take any notice of, or to do or to take any act, action
or  proceeding  as a result of any default or breach of any provision hereunder,
unless  and  until  notified in writing of such default or breach, which notices
shall  distinctly  specify  the  default  or breach desired to be brought to the
attention  of  the Trustee and in the absence of such notice the Trustee may for
all purposes of this Agreement conclusively assume that no default or breach has
been  made  in  the  observance  or  performance  of any of the representations,
warranties,  covenants,  agreements  or  conditions  contained  herein.


<PAGE>
None  of the provisions contained in this Agreement shall require the Trustee to
expend  or  risk  its  own  funds  or otherwise incur financial liability in the
exercise  of  any  of  its  rights, powers, duties or authorities unless funded,
given funds, security and indemnified; such costs and expenses shall be paid for
by  Jaws.  The  Trustee  shall  not  be required to take any action until it has
received  reasonable funding, security and indemnity against the costs, expenses
and  liabilities  which  may  be  incurred  by  the  Trustee.

Dealings  with  Transfer Agents, Registrars, etc. Jaws irrevocably authorize the
Trustee,  from  time  to  time,  to:

consult,  communicate  and  otherwise  deal  with  the respective registrars and
transfer  agents,  and  with any such subsequent registrar or transfer agent, of
the  Jaws  Common  Stock;  and

 requisition,  from  time to time, (A) from any such registrar or transfer agent
any  information  readily  available from the records maintained by it which the
Trustee  may  reasonably  require  for  the  discharge  of  its  duties  and
responsibilities  under  this  Agreement and (B) from the transfer agent of Jaws
Common  Stock,  and  any  subsequent  transfer  agent  of such shares, the share
certificates  issuable upon the exercise from time to time of the Exchange Right
and pursuant to the Automatic Exchange Rights in the manner specified in Article
5  hereof.

Jaws  irrevocably  authorizes  and  agrees to direct its registrars and transfer
agents  to comply with all such requests. Jaws covenants that it will supply its
transfer  agent  with  duly  executed  share  certificates  for  the  purpose of
completing  the  exercise  from  time  to  time  of  the  Exchange Right and the
Automatic  Exchange  Rights,  in  each  case  pursuant  to  Article  5  hereof.

Books  and  Records. The Trustee shall keep available for inspection by Jaws and
Pace,  at  the  Trustee's  principal  office  in  Calgary,  Alberta, correct and
complete  books  and  records of account relating to the Trustee's actions under
this  Agreement,  including  without  limitation  all  information  relating  to
mailings  and  instructions to and from Holders and all transactions pursuant to
the  Voting Rights, the Exchange Right and the Automatic Exchange Rights for the
term of this Agreement. On or before August 31, 2000, and on or before August 31
in  every  year  thereafter,  so long as the Voting Share is on deposit with the
Trustee, the Trustee shall transmit to Jaws and Pace a brief report with respect
to:

the  property  and  funds  comprising  the  Trust  Estate  as  of  that  date;

<PAGE>

the  number of exercises of the Exchange Right, if any, and the aggregate number
of  Exchangeable  Shares  received  by  the  Trustee  on  behalf  of  Holders in
consideration  of  the issue and delivery by Jaws of shares of Jaws Common Stock
in  connection  with  the Exchange Right, during the calendar year ended on such
date;  and

all  other  actions taken by the Trustee in the performance of its duties at the
expense  of  Jaws  under  this  Agreement  which it had not previously reported.

 Income  Tax  Returns  and  Reports. The Trustee shall, to the extent necessary,
prepare  and  file  or  cause  to  be  prepared and filed on behalf of the Trust
appropriate  United States and Canadian income tax returns and any other returns
or  reports  as  may  be  required  by applicable law, may obtain the advice and
assistance  of  such experts as the Trustee may consider necessary or advisable.
If  requested  by  the  Trustee,  Jaws shall retain such experts for purposes of
providing  such  advice  and  assistance.

Actions by Holders. No Holder shall have the right to institute any action, suit
or  proceeding  or to exercise any other remedy authorized by this Agreement for
the  purpose of enforcing any of its rights or for the execution of any trust or
power hereunder unless the Holder has requested the Trustee to take or institute
such  action,  suit  or  proceeding  and furnished the Trustee with the funding,
security  and indemnity referred to in Section 7(f) hereof and the Trustee shall
have  failed  to  act within a reasonable time thereafter. In such case, but not
otherwise,  the  Holder  shall  be  entitled to take proceedings in any court of
competent jurisdiction such as the Trustee might have taken; it being understood
and  intended  that  no  one  or more Holders shall have any right in any manner
whatsoever to affect, disturb or prejudice the rights hereby created by any such
action,  or  to  enforce  any  right  hereunder  or under the Voting Rights, the
Exchange  Right  or  the  Automatic  Exchange  Rights,  except  subject  to  the
conditions  and  in  the  manner herein provided, and that all powers and trusts
hereunder shall be exercised and all proceedings at law shall be instituted, had
and  maintained by the Trustee, except only as herein provided, and in any event
for  the  equal  benefit  of  all  Holders.


<PAGE>
Reliance  upon  Declarations.  The  Trustee  shall  not  be  considered to be in
contravention of any of its rights, powers, duties and authorities hereunder if,
when  required,  it  acts  and  relies in good faith upon lists, mailing labels,
notices, statutory declarations, certificates, opinions, reports or other papers
or  documents  furnished  pursuant  to  the provisions hereof or required by the
Trustee  to be furnished to it in the exercise of its rights, powers, duties and
authorities  hereunder  and  such  lists,  mailing  labels,  notices,  statutory
declarations,  certificates,  opinions,  reports  or  other  papers or documents
comply  with  the provisions of Section 7(i) hereof, if applicable, and with any
other  applicable  provisions  of  this  Agreement.

Evidence and Authority to Trustee. Pace and/or Jaws shall furnish to the Trustee
evidence  of  compliance  with  the  conditions  provided  for in this Agreement
relating  to any action or step required or permitted to be taken by Pace and/or
Jaws  or  the  Trustee  under  this . Agreement or as a result of any obligation
imposed  under  this Agreement, including, without limitation, in respect of the
Voting  Rights  or  the  Exchange Right or the Automatic Exchange Rights and the
taking  of  any  other action to be taken by the Trustee at the request of or on
the  application  of  Pace  and/or  Jaws  forthwith  if  and  when:

such evidence is required by any other section of this Agreement to be furnished
to  the  Trustee  in  accordance  with  the  terms  of  this  Section  7(h);  or

the Trustee, in the exercise of its rights, powers, duties and authorities under
this  Agreement,  gives  Pace and/or Jaws written notice requiring it to furnish
such  evidence  in  relation to any particular action or obligation specified in
such  notice.

Such evidence shall consist of an Officers' Certificate of Pace and/or Jaws or a
statutory  declaration  or  a  certificate  made  by persons entitled to sign an
Officer's  Certificate stating that any such condition has been complied with in
accordance  with  the  terms  of  this  Agreement.

Whenever  such  evidence relates to a matter other than the Voting Rights or the
Exchange  Right  or  the  Automatic  Exchange  Rights,  and  except as otherwise
specifically  provided  herein, such evidence may consist of a report or opinion
of  any  solicitor,  auditor,  accountant,  appraiser, valuer, engineer or other
expert  or  any  other person whose qualifications give authority to a statement
made  by him provided that if such report or opinion is furnished by a director,
officer  or employee of Pace and/or Jaws it shall be in the form of an Officers'
Certificate  or  a  statutory  declaration.

Each  statutory  declaration,  certificate,  opinion  or report furnished to the
Trustee  as  evidence  of  compliance  with  a  condition  provided  for in this
Agreement  shall  include  a  statement  by  the  person  giving  the  evidence:

(i)     declaring  that  he  has  read  and  understands  the provisions of this
Agreement  relating  to  the  condition  in  question;


<PAGE>
(ii)     describing  the  nature  and  scope of the examination or investigation
upon  which  he  based  the  statutory  declaration,  certificate,  statement or
opinion;  and

(iii)     declaring  that  he  has  made such examination or investigation as he
believes  is necessary to enable him to make the statements or give the opinions
contained  or  expressed  therein.

Experts,  Advisors  and  Agents.  The  Trustee  may:

in  relation  to  these  presents  act  and  rely on the opinion or advice of or
information  obtained  from  or  prepared by any solicitor, auditor, accountant,
appraiser,  valuer, engineer or other expert, whether retained by the Trustee or
by  Pace  and/or  Jaws  or  otherwise,  and may employ such assistants as may be
necessary to the proper determination and discharge of its powers and duties and
determination  of  its  rights  hereunder  and  may  pay  proper  and reasonable
compensation for all such legal and other advice or assistance as aforesaid; and

employ  such  agents  and  other assistants as it may reasonably require for the
proper  determination  and discharge of its powers and duties hereunder, and may
pay  reasonable  remuneration  for  all  services performed for it (and shall be
entitled to receive reasonable remuneration for all services performed by it) in
the discharge of the trusts hereof and compensation for all disbursements, costs
and  expenses  made  or incurred by it in the determination and discharge of its
duties  hereunder  and  in  the  management  of  the  Trust.

Investment  of  Monies  Held  by  Trustee.  Unless  otherwise  provided  in this
Agreement,  any monies held by or on behalf of the Trustee which under the terms
of  this  Agreement  may or ought to be invested or which may be on deposit with
the  Trustee  or  which  may  be in the hands of the Trustee may be invested and
reinvested  in  the  name  or  under the control of the Trustee in securities in
which,  under  the  laws  of  the Province of Alberta trustees are authorized to
invest  trust  unit  monies,  provided that such securities are stated to mature
within  two  years after their purchase by the Trustee, and the Trustee shall so
invest  such  monies on the written direction of Pace. Pending the investment of
any monies as hereinbefore provided, such monies may be deposited in the name of
the Trustee in any chartered bank in Canada or, with the consent of Pace, in the
deposit  department  of  the  Trustee or any other loan or company authorized to
accept  deposits under the laws of Canada or any province thereof at the rate of
interest  then  current  on  similar  deposits.

<PAGE>

Trustee Not Required to Give Security. The Trustee shall not be required to give
any  bond or security in respect of the execution of the trusts, rights, duties,
powers  and  authorities  of  this  Agreement  or  otherwise  in  respect of the
premises.

Trustee  Not  Bound  to  Act  on  Request. Except as in this Agreement otherwise
specifically  provided, the Trustee shall not be bound to act in accordance with
any direction or request of Pace and/or Jaws or of the directors thereof until a
duly  authenticated  copy  of  the  instrument  or  resolution  containing  such
direction  or  request shall have been delivered to the Trustee, and the Trustee
shall  be  empowered  to  act  and  rely  upon  any  such  copy purporting to be
authenticated  and  believed  by  the  Trustee  to  be  genuine.

Conflicting  Claims.  If conflicting claims or demands are made or asserted with
respect  to any interest of any Holder in any Exchangeable Shares, including any
disagreement  between  the  heirs,  representatives,  successors  or  assigns
succeeding  to all or any part of the interest of any Holder in any Exchangeable
Shares  resulting in conflicting claims or demands being made in connection with
such  interest,  then  the Trustee shall be entitled, at its sole discretion, to
refuse  to recognize or to comply with any such claim or demand. In so refusing,
the  Trustee  may  elect  not  to  exercise any Voting Rights, Exchange Right or
Automatic  Exchange Rights subject to such conflicting claims or demands and, in
so  doing, the Trustee shall not be or become liable to any person on account of
such  election  or  its  failure  or refusal to comply with any such conflicting
claims  or  demands.  The  Trustee shall be entitled to continue to refrain from
acting  and  to  refuse  to  act  until:

the  rights of all adverse claimants with respect to the Voting Rights, Exchange
Right or Automatic Exchange Rights subject to such conflicting claims or demands
have  been adjudicated by a final judgment of a court of competent jurisdiction;
or

all  differences  with respect to the Voting Rights, Exchange Right or Automatic
Exchange  Right  subject  to  such  conflicting  claims  or  demands  have  been
conclusively  settled  by a valid written agreement binding on 'all such adverse
claimants,  and  the  Trustee shall have been furnished with an executed copy of
such  agreement.

If  the  Trustee elects to recognize any claim or comply with any demand made by
any  such  adverse  claimant,  it may in its discretion require such claimant to
furnish  such  surety  bond  or other security satisfactory to the Trustee as it
shall  deem  appropriate fully to indemnify it as between all conflicting claims
or  demands.


<PAGE>
Acceptance  of  Trust. The Trustee hereby accepts the Trust created and provided
for  by  and in this Agreement and agrees to perform the same upon the terms and
conditions  herein  set  forth  and  to hold all rights, privileges and benefits
conferred hereby and by law in trust for the various persons who shall from time
to  time  be  Holders, subject to all the terms and conditions herein set forth.

 Compensation

Jaws  and  Pace  jointly  and  severally  agree to pay to the Trustee reasonable
compensation  for  all  of  the services rendered by it under this Agreement and
will  reimburse  the  Trustee  for  all  reasonable  expenses (including but not
limited  to  taxes, compensation paid to experts, agents and advisors and travel
expenses)  and  disbursements,  including  the  cost  and expense of any suit or
litigation  of  any character and any proceedings before any governmental agency
reasonably  incurred  by  the  Trustee  in connection with its rights and duties
under  this  Agreement;  provided that Jaws and Pace shall have no obligation to
reimburse  the  Trustee  for  any  expenses  or  disbursements paid, incurred or
suffered  by  the  Trustee  in  any  suit  or litigation in which the Trustee is
determined  to have acted in bad faith or with negligence or willful misconduct.

Indemnification  and  Limitation  of  Liability


<PAGE>
Indemnification  of  the  Trustee.  Jaws and Pace jointly and severally agree to
indemnify  and  hold  harmless  the  Trustee,  its  partners, employees, agents,
successors  and  assigns  (collectively,  the "Indemnified Parties") against all
claims,  losses,  damages,  costs,  penalties,  fines  and  reasonable  expenses
(including  reasonable  expenses of the legal counsel on a solicitor and his own
client  basis) which, without fraud, negligence, willful misconduct or bad faith
on  the part of such Indemnified Party, may be paid, incurred or suffered by the
indemnified  Party  by  reason  of or as a result of the Trustee's acceptance or
administration  of  the  Trust, its compliance with its duties set forth in this
Agreement,  or any written or oral instructions delivered to the Trustee by Jaws
or  Pace  pursuant  hereto.  In  no case shall Jaws or Pace be liable under this
indemnity  for  any claim against any of the Indemnified Parties unless Jaws and
Pace  shall be notified by the Trustee of the written assertion of a claim or of
any  action commenced against the Indemnified Parties, promptly after any of the
Indemnified Parties shall have received any such written assertion of a claim or
shall  have  been  served  with  a  summons  or other first legal process giving
information  as  to  the  nature and basis of the claim. Subject to (ii), below,
Jaws  and  Pace  shall  be  entitled  to participate at their own expense in the
defense  and, if Jaws or Pace so elect at any time after receipt of such notice,
either  of  them  may assume the defense of any suit brought to enforce any such
claim.  The  Trustee shall have the right to employ separate counsel in any such
suit  and  participate  in the defense thereof but the fees and expenses of such
counsel  shall  be  at  the expense of the Trustee unless: (i) the employment of
such  counsel  has been authorized by Jaws or Pace, such authorization not to be
unreasonably  withheld;  or (ii) the named parties to any such suit include both
the  Trustee and Jaws or Pace and the Trustee shall have been advised by counsel
acceptable  to  Jaws  or  Pace  that  there  may  be  one or more legal defenses
available  to  the  Trustee  that  are  different  from  or in addition to those
available  to  Jaws  or Pace and that an actual or potential conflict exists (in
which  case Jaws and Pace shall not have the right to assume the defense of such
suit on behalf of the Trustee but shall be liable to pay the reasonable fees and
expenses  of  counsel  for  the  Trustee).

Limitation of Liability. The Trustee shall not be held liable for any loss which
may occur by reason of depreciation of the value of any part of the Trust Estate
or  any  loss  incurred  on  any  investment of funds pursuant to this Agreement
except  to  the  extent  that  such  loss  is attributable to the fraud, willful
misconduct  or  bad  faith  on  the  part  of  the  Trustee.

Change  of  Trustee

Resignation.  The  Trustee,  or any trustee hereafter appointed, may at any time
resign  by giving written notice of such resignation to Jaws and Pace specifying
the  date  on which it desires to resign, provided that such notice shall not be
given  less  than  30  days before such desired resignation date unless Jaws and
Pace  otherwise  agree. Upon receiving such notice of resignation, Jaws and Pace
shall  promptly  appoint a successor trustee by written instrument in duplicate,
one  copy  of  which shall be delivered to the resigning trustee and one copy to
the  successor  trustee.  Failing acceptance by a successor trustee, a successor
trustee  may be appointed by an order of the Alberta Court of Queen's Bench upon
application  of  one  or  more  of  the  parties  hereto.

Removal. The Trustee, or any Trustee hereafter appointed, may be removed with or
without  cause,  at  any  time  on  30  days  prior notice by written instrument
executed by Jaws and Pace, in duplicate, one copy of which shall be delivered to
the  trustee so removed and one copy to the successor trustee, provided that, in
connection  with  such  removal,  provision  is  made  for a replacement trustee
similar  to  that  contemplated  in  Section  10(a).


<PAGE>
Successor  Trustee.  Any  successor  trustee  appointed  as  provided under this
Agreement  shall  execute,  acknowledge  and deliver to Jaws and Pace and to its
predecessor  trustee  an  instrument  accepting  such appointment. Thereupon the
resignation  or  removal  of  the predecessor trustee shall become effective and
such  successor  trustee,  without  any  further  act, deed or conveyance, shall
become  vested  with  all  the  rights,  powers,  duties  and obligations of its
predecessor  under  this  Agreement,  with like effect as if originally named as
trustee  in  this Agreement. However, on the written request of Jaws and Pace or
of  the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts  then  due  it pursuant to the provisions of this Agreement, execute and
deliver  an instrument transferring to such successor trustee all the rights and
powers  of the trustee so ceasing to act. Upon the request of any such successor
trustee,  Jaws,  Pace  and  such  predecessor  trustee shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such  successor  trustee  all  such  rights  and  powers.

Notice  of  Successor  Trustee.  Upon  acceptance  of appointment by a successor
trustee as provided herein, Jaws and Pace shall cause to be mailed notice of the
succession of such trustee hereunder to each Holder specified in a List. If Jaws
or  Pace  shall  fail  to  cause  such  notice to be mailed within 10 days after
acceptance  of appointment by the successor trustee, the successor trustee shall
cause  such  notice  to  be  mailed  at  the  expense  of  Jaws  and  Pace.

Jaws  Successors

Certain  Requirements  in Respect of Combination, etc. Jaws shall not enter into
any  transaction  (whether  by  way  of  reconstruction,  reorganization,
consolidation,  merger,  transfer,  sale,  lease  or  otherwise)  whereby all or
substantially  all  of  its  undertaking,  property  and assets would become the
property  of  any  other  Person  or, in the case of a merger, of the continuing
corporation  resulting  therefrom  unless:


<PAGE>
such  other  Person or continuing corporation (the "Jaws Successor, by operation
of  law,  becomes,  without further action, bound by the terms and provisions of
this Agreement or, if not so bound, executes, prior to or contemporaneously with
the  consummation  of such transaction an agreement supplemental hereto and such
other instruments (if any) as are satisfactory to the Trustee and in the opinion
of  legal  counsel  to  the  Trustee  are necessary or advisable to evidence the
assumption  by  the  Jaws  Successor  of  liability  for  all monies payable and
property  deliverable  hereunder  and the covenant of such Jaws Successor to pay
and  deliver  or cause to be delivered the same and its agreement to observe and
perform  all  the  covenants  and  obligations of Jaws under this Agreement; and

such transaction shall, to the satisfaction of the Trustee and in the opinion of
legal  counsel  to  the Trustee, be upon such terms as substantially to preserve
and  not to impair in any material respect any of the rights, duties, powers and
authorities  of  the  Trustee  or  of  the  Holders  hereunder.

Vesting of Powers in Successor. Whenever the conditions of Section 11 (a) hereof
have  been  duly observed and performed, the Trustee, if required, by Section 11
(a)  hereof,  the  Jaws  Successor  and  Pace  shall  execute  and  deliver  the
supplemental  agreement provided for in Article 12 hereof and thereupon the Jaws
Successor  shall possess and from time to time may exercise each and every right
and  power of Jaws under this Agreement in the name of Jaws or otherwise and any
act  or  proceeding  by  any  provision of this Agreement required to be done or
performed  by the board of directors of Jaws or any officers of Jaws may be done
and  performed  with  like force and effect by the directors or officers of such
Jaws  Successor.

Wholly-Owned  Subsidiaries.  Nothing herein shall be construed as preventing the
amalgamation  or merger of any wholly-owned subsidiary of Jaws with or into Jaws
or  the winding-up, liquidation or dissolution of any wholly-owned subsidiary of
Jaws  provided that all of the assets of such subsidiary are transferred to Jaws
or  another  wholly-owned  subsidiary  of  Jaws,  and  any such transactions are
expressly  permitted  by  this  Article  11.

Amendments  and  Supplemental  Agreements

Amendments,  Modifications,  etc.  This Agreement may not be amended or modified
except  by  an  agreement  in writing executed by Pace, Jaws and the Trustee and
approved by the Holders in accordance with Section 9.2 of the Exchangeable Share
Provisions.

Ministerial  Amendments. Notwithstanding the provisions of Section 12(a) hereof,
the parties to that agreement may in writing, at any time and from time to time,
without  the  approval  of  the  Holders, amend or modify this Agreement for the
purposes  of:

adding  to  the covenants of any or all of the parties hereto for the protection
of  the  Holders  hereunder;


<PAGE>
making  such amendments or modifications not inconsistent with this Agreement as
may be necessary or desirable with respect to matters or questions which, in the
opinion of the board of directors of each of Jaws and Pace and in the opinion of
the  Trustee and its counsel having in mind the best interests of the Holders as
a whole, it may be expedient to make, provided that such boards of directors and
the  Trustee  and  its  counsel shall be of the opinion that such amendments and
modifications  will  not  be  prejudicial  to  the interests of the Holders as a
whole;  or

making such changes or corrections which, on the advice of counsel to Pace, Jaws
and  the  Trustee,  are  required  for  the  purpose of curing or correcting any
ambiguity or defect or inconsistent provision or clerical omission or mistake or
manifest  error,  provided  that  the  Trustee  and its counsel and the board of
directors  of each of Pace and Jaws shall be of the opinion that such changes or
corrections  will not be prejudicial to the interests of the Holders as a whole.

Meeting  to  Consider  Amendments.  Pace,  at  the request of Jaws, shall call a
meeting  or  meetings of the Holders for the purpose of considering any proposed
amendment  or  modification requiring approval pursuant hereto. Any such meeting
or  meetings shall be called and held in accordance with the bylaws of Pace, the
Exchangeable  Share  Provisions  and  all  applicable  laws.

Changes  in  Capital  of Jaws and Pace. At all times after the occurrence of any
event  effected  pursuant  to  Section  2(e)  or  Section  2(f)  of  the Support
Agreement,  as  a  result  of which either Jaws Common Stock or the Exchangeable
Shares or both are in any way changed, this Agreement shall forthwith be amended
and  modified  as  necessary  in  order  that it shall apply with full force and
effect,  mutatis mutandis, to all new securities into which Jaws Common Stock or
the  Exchangeable  Shares  or  both  are so changed and the parties hereto shall
execute  and  deliver  a  supplemental agreement giving effect to and evidencing
such  necessary  amendments  and  modifications.

Execution  of Supplemental Agreements. No amendment to or modification or waiver
of  any  of the provisions of this Agreement otherwise permitted hereunder shall
be  effective  unless  made  in writing and signed by all of the parties hereto.
From  time  to  time  Pace  (when  authorized  by  a  resolution of its Board of
Directors), Jaws (when authorized by a resolution of its board of directors) and
the  Trustee  may,  subject to the provisions of these presents, and they shall,
when  so  directed  by  these  presents,  execute  and  deliver  by their proper
officers,  agreements or other instruments supplemental hereto, which thereafter
shall  form  part  hereof,  for  any  one  or  more  of  the following purposes:

<PAGE>

     evidencing  the succession of any Jaws Successors to Jaws and the covenants
of  and  obligations assumed by each such Jaws Successors in accordance with the
provisions  of  Article  11,  and  the  successor  of  any  successor trustee in
accordance  with  the  provisions  of  Article  10;

      making  any  additions to, deletions from or alterations of the provisions
of  this  Agreement  or  the  Voting Rights, the Exchange Right or the Automatic
Exchange  Rights  which, in the opinion of the Trustee and its counsel, will not
be  prejudicial to the interests of the Holders as a whole or are in the opinion
of  counsel  to  the  Trustee  necessary  or  advisable in order to incorporate,
reflect  or  comply  with any legislation the provisions of which apply to Jaws,
Pace,  the  Trustee  or  this  Agreement;  and

     for  any  other  purposes  not  inconsistent  with  the  provisions of this
Agreement,  including  without  limitation  to make or evidence any amendment or
modification  to  this  Agreement  as contemplated hereby, provided that, in the
opinion  of  the  Trustee  and  its  counsel,  the rights of the Trustee and the
Holders  as  a  whole  will  not  be  prejudiced  thereby.

Termination

Term.  The  Trust created by this Agreement shall continue until the earliest to
occur  of  the  following  events:

no  outstanding  Exchangeable  Shares  are  held  by  a  Holder;

each  of  Pace  and  Jaws  elects  in  writing  to  terminate the Trust and such
termination  is approved by the Holders of the Exchangeable Shares in accordance
with  Section  9.2  of  the  Exchangeable  Share  Provisions;  and

twenty-one (21) years after the death of the last survivor of the descendants of
His  Majesty  King George Vl of the United Kingdom of Great Britain and Northern
Ireland  living  on  the  date  of  the  creation  of  the  Trust.

Survival of Agreement. This Agreement shall survive any termination of the Trust
and  shall continue until there are no Exchangeable Shares outstanding held by a
Holder,  provided, however, that the provisions of Articles 8 and 9 hereof shall
survive  any  such  termination  of  this  Agreement.


<PAGE>
General

Severability.  If any provision of this Agreement is held to be invalid, illegal
or  unenforceable,  the validity, legality or enforceability of the remainder of
this  Agreement  shall  not  in  any way be affected or impaired thereby and the
agreement  shall  be  carried  out  as nearly as possible in accordance with its
original  terms  and  conditions.

Inurement.  This Agreement shall be binding upon and inure to the benefit of the
parties  hereto and their respective successors and permitted assigns and to the
benefit  of  the  Holders.

Notices  to  Parties.  All  notices and other communications between the parties
hereunder  shall  be  in  writing  and  shall  be  deemed  to have been given if
delivered  personally  or  by confirmed telecopy to the parties at the following
addresses (or at such other address for such party as shall be specified in like
notice):

(i)     if  to  Jaws  at:

1013  -  17th  Avenue  S.W.
Calgary,  AB  T2T  0A7
Attention:  Robert  Kubbernus,  President

(ii)     if  to  Pace  at:

Suite  307,  1  Concorde  Gate
Don  Mills,  Ontario  M3C  3N9
Attention:  Peter  Labrinos,  President


(iii)     if  to  the  Trustee  at:

Ian  H.  Kennedy
Barrister  and  Solicitor
1013  -  17th  Avenue  S.W.
Calgary,  AB  T2T  0A7


<PAGE>
Any  notice or other communication given personally shall be deemed to have been
given  and  received  upon  delivery  thereof  and if given by telecopy shall be
deemed  to  have  been  given and received on the date of receipt thereof unless
such  day  is  not  a Business Day in which case it shall be deemed to have been
given  and  received  upon  the  immediately  following  Business  Day.

     Notice  of Holders. Any and all notices to be given and any documents to be
sent  to any Holders may be given or sent to the address of such Holder shown on
the  register  of  Holders of Exchangeable Shares in any manner permitted by the
Exchangeable  Share  Provisions  and shall be deemed to be received (if given or
sent  in  such  manner)  at  the  time  specified  in  such  Exchangeable  Share
Provisions,  the  provisions  of  which  the Exchangeable Share Provisions shall
apply  mutatis  mutandis  to  notices  or  documents  as  aforesaid sent to such
Holders.

     Risk of Payments by Post. Whenever payments are to be made or documents are
to be sent to any Holder by the Trustee, by Pace or by Jaws or by such Holder to
the  Trustee  or  to Jaws or Pace, the making of such payment or sending of such
document sent through the post shall be at the risk of Pace or Jaws, in the case
of  payments  made  or  documents  sent  by the Trustee or Pace or Jaws, and the
Holder,  in  the  case  of  payments  made  or  documents  sent  by  the Holder.

     Counterparts. This Agreement may be executed in counterparts, each of which
shall  be  deemed  an original, but all of which taken together shall constitute
one  and  the  same  instrument.

     Jurisdiction.  This Agreement shall be construed and enforced in accordance
with  the  laws  of  the  Province  of Alberta and the laws of Canada applicable
therein.

      Attornment.  Jaws  agrees  that any action or proceeding arising out of or
relating  to  this  Agreement may be instituted in the courts of Alberta, waives
any objection which it may have now or hereafter to the venue of any such action
or proceeding, irrevocably submits to the jurisdiction of the said courts in any
such action or proceeding, agrees to be bound by any judgment of the said courts
and  agrees not to seek, and hereby waives, any review of the merits of any such
judgment by the courts of any other jurisdiction and hereby appoints Pace at its
registered  office  in the Province of Alberta as Jaws's attorney for service of
process.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereby have caused this Agreement to be
duly  executed  as  of  the  date  first  above  written.


     JAWS  TECHNOLOGIES  INC.

Per:  _______________________________

     Per:  _______________________________


PACE  SYSTEMS  GROUP  INC.

Per:  _______________________________

Per:  _______________________________


IAN  H.  KENNEDY,  BARRISTER  &  SOLICITOR

Per:  _______________________________

Per:  _______________________________



<PAGE>
                               Exhibit E - Page 1
                                    EXHIBIT F


                 TERMS AND CONDITIONS OF JAWS TECHNOLOGIES, INC.
                             PREFERRED VOTING STOCK


SECTION  1     Special Preferred Voting Stock Designated.  A series of Preferred
Stock,  consisting  of one share of such stock, is hereby designated as "Special
Preferred  Voting  Stock".  The  outstanding  share  of Special Preferred Voting
Stock  shall  be entitled at any relevant date to the number of votes (including
for  purposes  of determining the presence of a quorum) determined in accordance
with  the  terms  and  conditions  of  the  "Exchangeable  Shares", the "Support
Agreement"  and  the  "Share Purchase Agreement" (hereinafter referred to as the
"Purchase Agreement") on all matters presented to the holders of Common Stock of
the Corporation, with the Special Preferred Voting Stock and Common Voting Stock
voting  together  as  a  single class.  The Special Preferred Voting Stock shall
have  no  other  voting  rights except as required by law.  No dividend shall be
paid  to  the  holder  of  Special Preferred Voting Stock.  The share of Special
Preferred  Voting  Stock  shall  be  entitled  to  $1.00  on  liquidation of the
Corporation  in preference to any shares of Common Stock of the Corporation, but
only  after the liquidation preference of any other shares of Preferred Stock of
the  Corporation  has  been paid in full.  The Special Preferred Voting Stock is
not  convertible  into  any  other  class  or series of the capital stock of the
Corporation  or  into  cash,  property or other rights, and may not be redeemed,
except  pursuant  to  the last sentence of this Section 1.  The share of Special
Preferred  Voting Stock purchased or otherwise acquired by the Corporation shall
be  deemed  retired  and shall be canceled and may not thereafter be reissued or
otherwise  disposed  of  by the Corporation.  So long as any Exchangeable Shares
shall  be  outstanding,  the  number  of shares comprising the Special preferred
Voting  Stock  shall  not  be  increased  or  decreased and no other term of the
Special preferred Voting Stock shall be amended, except upon the approval of the
holder  of  the  outstanding  shares of Special preferred Voting Stock.  As such
time  as  no  Exchangeable  Shares  shall  be outstanding, the Special Preferred
Voting  Stock  shall  automatically  be  redeemed,  with  the  $1.00 liquidation
preference  due  and  payable  upon  such  redemption.


SECTION  2.     Restriction.  So  long  as  the share of Special Voting Stock is
outstanding,  the  Corporation  shall  (i)  fully  comply  with all terms of the
Exchangeable  Shares  and  with  all  contractual obligations of the Corporation
associated  with  such  Exchangeable Shares and (ii) not amend, change or repeal
this  Section  2  except  upon  the  unanimous  approval  of  the  holder of the
outstanding  share  of  Special  preferred  Voting  Stock.


<PAGE>
                                       11


                               Exhibit G - Page 11
                               Exhibit G - Page 1
                                    EXHIBIT G


                                  SCHEDULE "A"

2     EXCHANGEABLE  SHARE  PROVISIONS

     An  unlimited  number  of  Exchangeable  Shares  in  the  capital  of  the
Corporation  having  the  following  rights,  privileges,  restrictions  and
conditions:

                                    ARTICLE I
                                 INTERPRETATION

1.1     For  the  purposes  of  these  share  provisions:

"AGGREGATE  EQUIVALENT  VOTE  AMOUNT"  means,  with  respect  to  any  matter,
proposition  or  question  on which holders of Jaws Common Stock are entitled to
vote,  consent  or  otherwise  act,  the  product of (i) the number of shares of
Exchangeable  Shares  issued  and outstanding and held by holders thereof (other
than  Jaws and its Subsidiaries) multiplied by (ii) the number of votes to which
a  holder  of  one  share  of Jaws Common Stock is entitled with respect to such
matter,  proposition  or  question.

"JAWS" means Jaws Technologies, Inc., a corporation organized and existing under
the  laws  of  the  State  of  Nevada and includes any successor corporation and
Subsidiary.

"JAWS  CALL  NOTICE"  has  the  meaning ascribed thereto in Section 6.3 of these
share  provisions.

"JAWS COMMON STOCK" mean the shares of common stock of Jaws, with a par value of
U.S.  $0.01 per share, having voting rights of one vote per share, and any other
securities  into  which  such  shares  may  be  changed.

"JAWS  DIVIDEND DECLARATION DATE" means the date on which the board of directors
of  Jaws  declares  any  dividend  on  the  Jaws  Common  Stock.

"JAWS  SPECIAL"  Share means the share of Special Preferred Voting Stock of Jaws
with  a  par value of U.S. $0.01 and having voting rights at meetings of holders
of  Jaws  Common  Stock  equal  to  the  Aggregate  Equivalent  Vote  Amount.

"AUTOMATIC  REDEMPTION  DATE" means the date for the automatic redemption by the
Corporation  of  Exchangeable  Shares  pursuant  to  Article  7  of  these share
provisions,  which  date shall be the fifth anniversary of the date of the first
issuance  of  Exchangeable  Shares.

"BOARD  OF  DIRECTORS"  means  the  Board  of  Directors  of  the  Corporation.

"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day when banks
are  not  open  for  business  in  Calgary,  Alberta.

"CORPORATION"  means  Pace  Systems  Group  Inc.

"CURRENT  MARKET PRICE" means, in respect of a share of Jaws Common Stock on any
date,  the average of the closing prices of Jaws Common Stock during a period of
20  consecutive  trading days ending not more than five trading days before such
date on such U.S. stock exchange or automated quotation system on which the Jaws
Common  Stock is listed or quoted, as the case may be, as may be selected by the
Board  of  Directors for such purpose; provided, however, that if in the opinion
of  the  Board  of Directors the public distribution or trading activity of Jaws
Common  Stock  during  such  periods does not create a market which reflects the
fair market value of a share of Jaws Common Stock, then the Current Market Price
of  a  share  of Jaws Common Stock shall be determined by the Board of Directors
based  upon  the  advice of such qualified independent financial advisors as the
Board  of  Directors  may  deem to be appropriate, and provided further that any
such  selection,  opinion  or  determination  by the Board of Directors shall be
conclusive  and  binding.

"EXCHANGEABLE  SHARE  CONSIDERATION"  means, for any acquisition of Exchangeable
Shares  pursuant  to  these  share provisions, the Share Purchase Agreement, the
Support  Agreement  or  the  Voting  and Exchange Trust Agreement the following:

     certificates  representing  the  aggregate  number of shares of Jaws Common
Stock  deliverable  in  connection  with  such  acquisition;

     a  cheque  or  cheques  payable  at par at any branch of the bankers of the
payor  in  the  amount  of  declared  and  unpaid  cash dividends deliverable in
connection  with  such  acquisition;  and

     such  stock  or  property  constituting  any  declared  and unpaid non-cash
dividends  deliverable  in  connection  with  such  acquisition;

provided  that any such stock or property shall be duly issued as fully paid and
non-assessable,  in the case of stock, and free and clear of any lien, claim and
encumbrance,  security  interest or adverse claim and provided further that such
consideration  shall  be  paid less any tax required to be deducted and withheld
therefrom  and  without  interest.

"EXCHANGEABLE  SHARE  PRICE"  means,  for  each  Exchangeable  Share:

     the  Current  Market  Price of a share of Jaws Common Stock, which shall be
satisfied  in  full  by  causing to be delivered one share of Jaws Common Stock,
plus
     an  additional  amount  equal  to  the  full  amount  of all cash dividends
declared  and  unpaid  on  such  Exchangeable  Share;  plus

     the stock or other non-cash assets, if any, representing non-cash dividends
declared  and  unpaid  on  such  Exchangeable  Share.

"EXCHANGEABLE SHARES" mean the Exchangeable Shares of the Corporation having the
rights,  privileges,  restrictions  and  conditions  set  forth  herein.

"LIQUIDATION  AMOUNT" has the meaning attributed thereto in Section 5.1 of these
share  provisions.

"LIQUIDATION  CALL  RIGHT" means the overriding right of Jaws, in the event of a
proposed  liquidation, dissolution or winding-up of the Corporation, to purchase
all  of  the  outstanding  Exchangeable  Shares  from the holders thereof on the
effective  date  of any such liquidation, dissolution or winding- up in exchange
for  shares  of  Jaws  Common  Stock.

"LIQUIDATION  DATE"  has  the meaning attributed thereto in Section 5.1 of these
share  provisions.

"PACE"  means  Pace Systems Group Inc., a corporation duly incorporated pursuant
to  the  laws  of  the  Province  of  Ontario.

"PURCHASE  PRICE"  has  the  meaning  attributed thereto in Section 6.3 of these
share  provisions.

"REDEMPTION  CALL  PURCHASE  PRICE"  means,  for  each  Exchangeable  Share:

     the  Current  Market  Price of a share of Jaws Common Stock, which shall be
satisfied  in  full  by  causing to be delivered one share of Jaws Common Stock,
plus

     an  additional  amount  equal  to  the  full  amount  of all cash dividends
declared  and  unpaid  on  such  Exchangeable  Share;  plus

     the stock or other non-cash assets, if any, representing non-cash dividends
declared  and  unpaid  on  such  Exchangeable  Share.

"REDEMPTION  CALL  RIGHT"  means  the  overriding  right pursuant to the Support
Agreement  of  Jaws  to purchase all of the outstanding Exchangeable Shares from
the  holders  thereof on the Automatic Redemption Date in exchange for shares of
Jaws  Common  Stock.

"REDEMPTION  PRICE"  has  the meaning attributed thereto in Section 7.1 of these
share  provisions.

"RETRACTED  SHARES"  has the meaning attributed thereto in Subsection 6.1 (i) of
these  share  provisions.

"RETRACTION  CALL  RIGHT"  means the overriding right of Jaws, in the event of a
proposed retraction of Exchangeable Shares by a holder thereof, to purchase from
such  holder  on  the  Retraction  Date  the  Exchangeable  Shares  tendered for
retraction  in  exchange  for  shares  of  Jaws  Common  Stock  pursuant  to the
Exchangeable  Share  Provisions.

"RETRACTION  DATE"  has the meaning attributed thereto in Subsection 6.1 (ii) of
these  share  provisions.

"RETRACTION  PRICE"  has  the meaning attributed thereto in Section 6.1 of these
share  provisions.

"RETRACTION  REQUEST" has the meaning attributed thereto in Section 6.1 of these
share  provisions.

"SHARE  PURCHASE  AGREEMENT"  means  the  share  purchase agreement between Jaws
Technologies Inc., Jaws Technologies (Ontario) Inc. and the shareholders of Pace
dated  the  15th  day  of  October,  1999.

"SUBSIDIARY"  of  any person means each partnership, joint venture, corporation,
association  or other business entity of which more than 50% of the total voting
power  of  shares of stock or units of ownership or beneficial interest entitled
to vote in the election of directors (or members of a comparable governing body)
is  owned  or  controlled,  directly  or  indirectly,  by  such  person.

"SUPPORT  AGREEMENT"  means  the  support  agreement  between  Jaws  and  the
Corporation,  made  as  of  October  15,  1999.

"TRUSTEE"  means  Ian  H.  Kennedy,  Barrister  and Solicitor, 1013 17th Avenue,
Calgary,  Alberta  T2T  0A7,  or  any  successor  trustee  appointed  under  the
provisions  of  the  Voting  and  Exchange  Trust  Agreement.

"VOTING  AND  EXCHANGE  TRUST  AGREEMENT"  means  the  Voting and Exchange Trust
Agreement  among  the  Corporation, Jaws and the Trustee, made as of October 15,
1999.


                                   ARTICLE II
                         RANKING OF EXCHANGEABLE SHARES

     The  Exchangeable  Shares  shall be entitled to a preference over all other
shares  of  the  Corporation,  with  respect to the payment of dividends and the
distribution  of  assets  in  the  event  of  the  liquidation,  dissolution  or
winding-up  of  the  Corporation, whether voluntary or involuntary, or any other
distribution  of  the  assets  of the Corporation among its shareholders for the
purpose  of  winding-up  its  affairs.


                                   ARTICLE III
                                    DIVIDENDS

     A  holder  of  an  Exchangeable  Share shall be entitled to receive and the
Board  of  Directors  shall,  subject  to  applicable law, on each Jaws Dividend
Declaration  Date, declare a dividend on each Exchangeable Share (a) in the case
of  a  cash dividend declared on the Jaws Common Stock, in an amount in cash for
each  Exchangeable  Share  equal  to the cash dividend declared on each share of
Jaws  Common  Stock  or (b) in the case of a stock dividend declared on the Jaws
Common Stock to be paid in Jaws Common Stock, such number of Exchangeable Shares
for  each  Exchangeable Share as is equal to the number of shares of Jaws Common
Stock  to  be  paid  on  each share of Jaws Common Stock or (c) in the case of a
dividend  declared  on  the  Jaws  Common  Stock  in property other than cash or
securities  of  Jaws  in  such type and amount of property for each Exchangeable
Share  as  is the same as the type and amount of property declared as a dividend
on  each share of Jaws Common Stock or (d) in the case of a dividend declared on
the  Jaws  Common  Stock to be paid in securities of Jaws other than Jaws Common
Stock,  in  such  number  of  either  such securities or economically equivalent
securities  of  the  Corporation, as the Board of Directors determines, for each
Exchangeable Share as is equal to the number of securities of Jaws to be paid on
each  share  of  Jaws  Common  Stock. Such dividends shall be paid out of money,
assets  or  property  of  the  Corporation properly applicable to the payment of
dividends,  or  out  of  authorized  but  unissued  shares  of  the Corporation.

     Cheques  of  the Corporation payable at par at any branch of the bankers of
the Corporation shall be issued in respect of any cash dividends contemplated by
Subsection  3.1 (a) hereof and the sending of such a cheque to each holder of an
Exchangeable  Share (less any tax required to be deducted and withheld from such
dividends  paid  or credited by the Corporation) shall satisfy the cash dividend
represented  thereby unless the cheque is not paid on presentation. Certificates
registered  in the name of the registered holder of Exchangeable Shares shall be
issued  or transferred in respect of any stock dividends or dividends payable in
other  securities  contemplated  by  Subsections  3.1  (b) or (d) hereof and the
sending  of  such  a  certificate  to each holder of an Exchangeable Share shall
satisfy  the  stock dividend or dividend payable in other securities represented
thereby.  Such  other  type  and  amount of property in respect of any dividends
contemplated  by  Subsection  3.1  (c)  hereof  shall  be issued, distributed or
transferred  by  the  Corporation  in  such manner as it shall determine and the
issuance,  distribution or transfer thereof by the Corporation to each holder of
an Exchangeable Share shall satisfy the dividend represented thereby (subject to
any  adjustment  for  the  tax  required  to  be deducted and withheld from such
dividends  paid  or  credited  by the Corporation). No holder of an Exchangeable
Share  shall be entitled to recover by action or other legal process against the
Corporation  any dividend that is represented by a cheque that has not been duly
presented  to  the  Corporation's  bankers for payment or that otherwise remains
unclaimed  for  a  period  of six years from the date on which such dividend was
payable.

     The record date for the determination of the holders of Exchangeable Shares
entitled  to receive payment of, and the payment date for, any dividend declared
on  the  Exchangeable Shares under Section 3.1 hereof shall be the same dates as
the  record  date and payment date, respectively, for the corresponding dividend
declared  on  the  Jaws  Common  Stock.

     If  on  any  payment  date  for  any dividends declared on the Exchangeable
Shares under Section 3.1 hereof the dividends are not paid in full on all of the
Exchangeable  Shares  then  outstanding,  any  such dividends that remain unpaid
shall be paid on a subsequent date or dates determined by the Board of Directors
on  which  the  Corporation  shall  have  sufficient  moneys, assets or property
applicable  to  the payment of such dividends (subject to any adjustment for the
tax required to be deducted and withheld from such dividends paid or credited by
the  Corporation).

     Except  as  provided  in this Article 3, the holders of Exchangeable Shares
shall  not  be  entitled  to  receive  dividends  in  respect  thereof.


                                   ARTICLE IV
                              CERTAIN RESTRICTIONS

     So  long as any of the Exchangeable Shares are outstanding, the Corporation
shall  not  at  any  time without, but may at any time with, the approval of the
holders  of  the  Exchangeable Shares given as specified in Section 9.2 of these
share  provisions:

     pay  any  dividends  on  any  other  shares  of  the  Corporation;
     redeem or purchase or make any capital distribution in respect of any other
shares  of  the  Corporation;
     redeem  or  purchase  any  other  shares  of  the  Corporation;

     issue  any  Exchangeable  Shares  or  any  other  shares of the Corporation
ranking  equally with, or superior to, the Exchangeable Shares other than by way
of  stock  dividends  (including  rights  to acquire Exchangeable Shares) to the
holders  of  such  Exchangeable  Shares  or  distributions  of  securities  as
contemplated  by  the  Support  Agreement;  or
     amend  the  articles  or  by-laws  of  the  Corporation.


                                    ARTICLE V
                           DISTRIBUTION ON LIQUIDATION

     In  the  event  of  the  liquidation,  dissolution  or  winding-up  of  the
Corporation or any other distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, a holder of Exchangeable
Shares  shall be entitled, subject to applicable law, to receive from the assets
of  the Corporation in respect of each Exchangeable Share held by such holder on
the  effective date (the 'Liquidation Date') of such liquidation, dissolution or
winding-up, before any distribution of any part of the assets of the Corporation
to  the  holders  of  any other shares of the Corporation an amount equal to the
Exchangeable  Share  Price  applicable  on  the  last  Business Day prior to the
Liquidation  Date  (the  "Liquidation  Amount").

     On  or  promptly after the Liquidation Date, and subject to the exercise by
Jaws  of the Liquidation Call Right, the Corporation shall cause to be delivered
to  the  holders of the Exchangeable Shares the Liquidation Amount for each such
Exchangeable  Share  upon  presentation  and  surrender  of  the  certificates
representing  such  Exchangeable  Shares, together with such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
applicable  law  and  the by-laws of the Corporation at the registered office of
the  Corporation.  Payment of the total Liquidation Amount for such Exchangeable
Shares  shall  be  made by delivery to each holder, at the address of the holder
recorded  in  the  securities  register  of the Corporation for the Exchangeable
Shares  or  by holding for pick up by the holder at the registered office of the
Corporation  of  the  Exchangeable  Share  Consideration  representing the total
Liquidation  Amount.  On  and  after  the  Liquidation  Date, the holders of the
Exchangeable  Shares  shall  cease to be holders of such Exchangeable Shares and
shall  not  be  entitled  to  exercise  any  of the rights of holders in respect
thereof,  other  than the right to receive their proportionate part of the total
Liquidation  Amount,  unless  payment  of  the total Liquidation Amount for such
Exchangeable  Shares  shall not be made upon presentation and surrender of share
certificates  in  accordance  with  the  foregoing provisions, in which case the
rights of the holders shall remain unaffected until the total Liquidation Amount
has  been  paid  in the manner hereinbefore provided. The Corporation shall have
the right at any time on or after the Liquidation Date to deposit or cause to be
deposited  the  Exchangeable  Share Consideration in respect of the Exchangeable
Shares  represented  by  certificates that have not at the Liquidation Date been
surrendered  by  the holders thereof in a custodial account or for safe keeping,
in  the  case  of  non-cash  items,  with any chartered bank or trust company in
Canada.  Upon such deposit being made, the rights of the holders of Exchangeable
Shares after such deposit shall be limited to receiving their proportionate part
of  the  total  Liquidation  Amount  for  such Exchangeable Shares so deposited,
against  presentation  and  surrender  of  the  said  certificates held by them,
respectively,  in accordance with the foregoing provisions. Upon such payment or
deposit  of  such  Exchangeable  Share  Consideration,  the  holders  of  the
Exchangeable  Shares  shall thereafter be considered and deemed for all purposes
to  be  the  holders  of  the  Jaws  Common  Stock  delivered  to  them.

     After  the  Corporation has satisfied its obligations to pay the holders of
the  Exchangeable  Shares the Liquidation Amount per Exchangeable Share pursuant
to  Section 5.1 of these share provisions, such holders shall not be entitled to
share  in  any  further  distribution  of  the  assets  of  the  Corporation.

                                   ARTICLE VI
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

     A  holder  of Exchangeable Shares shall be entitled at any time, subject to
the  exercise by Jaws of the Retraction Call Right and otherwise upon compliance
with  the provisions of this Article 6, to require the Corporation to redeem any
or  all  of the Exchangeable Shares registered in the name of such holder for an
amount equal to the Exchangeable Share Price applicable on the last Business Day
prior  to  the  Retraction  Date  (the  "Retraction  Price").  To  effect  such
redemption,  the  holder shall present and surrender at the registered office of
the  Corporation  the  certificate or certificates representing the Exchangeable
Shares  which  the  holder desires to have the Corporation redeem, together with
such  other documents and instruments as may be required to effect a transfer of
Exchangeable  Shares  under  applicable  law  and the by-laws of the Corporation
together with a duly executed statement (the Retraction Request') in the form of
Exhibit  A hereto or in such other form as may be acceptable to the Corporation:

specifying  that  the holder desires to have all or any number specified therein
of  the Exchangeable Shares represented by such certificate or certificates (the
'Retracted  Shares')  redeemed  by  the  Corporation;

stating  the  Business  Day  on which the holder desires to have the Corporation
redeem  the  Retracted  Shares  (the  "Retraction  Date"),  provided  that  the
Retraction  Date  shall  be  not  less  than  10  Business Days nor more than 30
Business  Days after the date on which the Retraction Request is received by the
Corporation and further provided that, in the event that no such Business Day is
specified  by the holder in the Retraction Request, the Retraction Date shall be
deemed  to  be  the  tenth  Business  Day after the date on which the Retraction
Request  is  received  by  the  Corporation;  and

acknowledging  the  overriding  right  (the  "Retraction Call Right") of Jaws to
purchase  all  but  not  less than all of the Retracted Shares directly from the
holder  and  that the Retraction Request shall be deemed to be a revocable offer
by  the  holder  to  sell  the  Retracted  Shares to Jaws in accordance with the
Retraction  Call Right on the terms and conditions set out in Section 6.3 below.

     Subject  to the exercise by Jaws of the Retraction Call Right, upon receipt
by  the  Corporation  in  the  manner  specified  in  Section  6.1  hereof  of a
certificate or certificates representing the number of Exchangeable Shares which
the  holder  desires  to have the Corporation redeem, together with a Retraction
Request,  and  provided that the Retraction Request is not revoked by the holder
in  the  manner  specified  in  Section  6.7,  the  Corporation shall redeem the
Retracted  Shares  effective at the close of business on the Retraction Date and
shall  cause  to  be  delivered  to  such holder the total Retraction Price with
respect to such shares. If only a part of the Exchangeable Shares represented by
any  certificate  are  redeemed (or purchased by Jaws pursuant to the Retraction
Call Right), a new certificate for the balance of such Exchangeable Shares shall
be  issued  to  the  holder  at  the  expense  of  the  Corporation.

     Upon  receipt  by  the Corporation of a Retraction Request, the Corporation
shall  immediately notify Jaws thereof. In order to exercise the Retraction Call
Right, Jaws must notify the Corporation in writing of its determination to do so
(the  "Jaws  Call Notice") within seven Business Days of notification to Jaws by
the  Corporation of the receipt by the Corporation of the Retraction Request. If
Jaws  does  not so notify the Corporation within such seven Business Day period,
the  Corporation will notify the holder as soon as possible thereafter that Jaws
will  not  exercise  the  Retraction  Call Right. If Jaws delivers the Jaws Call
Notice  within  such  seven  Business  Day  time  period,  and provided that the
Retraction  Request  is  not  revoked  by  the holder in the manner specified in
Section  6.7, the Retraction Request shall thereupon be considered only to be an
offer  by the holder to sell the Retracted Shares to Jaws in accordance with the
Retraction  Call  Right.  In  such  event,  the Corporation shall not redeem the
Retracted  Shares and Jaws shall purchase from such holder and such holder shall
sell  to  Jaws  on the Retraction Date the Retracted Shares for a purchase price
(the  "Purchase  Price")  per share equal to the Retraction Price per share. For
the  purposes  of  completing  a purchase pursuant to the Retraction Call Right,
Jaws  shall  deposit  with  the  Trustee,  on  or before the Retraction Date the
Exchangeable Share Consideration representing the total Purchase Price. Provided
that  such  Exchangeable  Share  Consideration  has  been  so deposited with the
Trustee,  the  closing of the purchase and sale of the Retracted Shares pursuant
to the Retraction Call Right shall be deemed to have occurred as at the close of
business on the Retraction Date and, for greater certainty, no redemption by the
Corporation of such Retracted Shares shall take place on the Retraction Date. In
the  event  that  Jaws  does  not  deliver an Jaws Call Notice within such seven
Business Day period or otherwise comply with these Exchangeable Share provisions
in  respect  thereto, and provided that Retraction Request is not revoked by the
holder  in the manner specified in Section 6.7, the Corporation shall redeem the
Retracted Shares on the Retraction Date and in the manner otherwise contemplated
in  this  Article  6.

     The  Corporation  or  Jaws,  as the case may be, shall deliver or cause the
Trustee to deliver to the relevant holder, at the address of the holder recorded
in  the securities register of the Corporation for the Exchangeable Shares or at
the  address  specified in the holders Retraction Request or by holding for pick
up  by  the  holder at the registered office of the Corporation the Exchangeable
Share  Consideration  representing  the  total  Retraction  Price  or  the total
Purchase Price, as the case may be, and such delivery of such Exchangeable Share
Consideration  to the Trustee shall be deemed to be payment of and shall satisfy
and  discharge  all  liability  for the total Retraction Price or total Purchase
Price, as the case may be, unless any cheque included therein is not paid on due
presentation.

     On  and  after  the close of business on the Retraction Date, the holder of
the  Retracted  Shares  shall  cease to be a holder of such Retracted Shares and
shall  not  be  entitled  to  exercise  any of the rights of a holder in respect
thereof,  other  than  the  right to receive his proportionate part of the total
Retraction  Price  or  total  Purchase  Price,  as  the case may be, unless upon
presentation  and  surrender  of  certificates  in accordance with the foregoing
provisions,  payment  of the total Retraction Price or the total Purchase Price,
as  the  case may be, shall not be made, in which case the rights of such holder
shall  remain  unaffected until the total Retraction Price or the total Purchase
Price, as the case may be, has been paid in the manner hereinbefore provided. On
and  after  the  close  of  business  on  the  Retraction  Date,  provided  that
presentation  and  surrender of certificates and payment of the total Retraction
Price  or  the  total  Purchase  Price,  as  the  case  may be, has been made in
accordance  with the foregoing provisions, the holder of the Retracted Shares so
redeemed  by the Corporation or purchased by Jaws shall thereafter be considered
and deemed for all purposes to be a holder of the Jaws Common Stock delivered to
it.

     Notwithstanding  any  other  provision  of  this Article 6, the Corporation
shall  not  be  obligated  to redeem Retracted Shares specified by a holder in a
Retraction  Request to the extent that such redemption of Retracted Shares would
be  contrary  to  liquidity  or  solvency  requirements  or  other provisions of
applicable law. If the Corporation believes that on any Retraction Date it would
not  be  permitted  by  any  of  such  provisions to redeem the Retracted Shares
tendered  for  redemption  on  such  date, and provided that Jaws shall not have
exercised  the  Retraction  Call Right with respect to the Retracted Shares, the
Corporation  shall  only  be obligated to redeem Retracted Shares specified by a
holder  in  a Retraction Request to the extent of the maximum number that may be
so  redeemed (rounded down to a whole number of shares) as would not be contrary
to  such  provisions  and  shall  notify the holder at least seven Business Days
prior to the Retraction Date as to the number of Retracted Shares which will not
be  redeemed  by  the  Corporation.  In  any case in which the redemption by the
Corporation  of  Retracted  Shares  would  be  contrary to liquidity or solvency
requirements or other provisions of applicable law, the Corporation shall redeem
Retracted  Shares  in accordance with Section 6.2 of these share provisions on a
PRO  RATA  basis  and  shall  issue  to  each  holder  of Retracted Shares a new
certificate,  at  the  expense  of  the  Corporation, representing the Retracted
Shares  not redeemed by the Corporation pursuant to Section 6.2 hereof. Provided
that the Retraction Request is not revoked by the holder in the manner specified
in  Section  6.7,  the  holder  of any such Retracted Shares not redeemed by the
Corporation  pursuant  to  Section  6.2 of these share provisions as a result of
liquidity  or  solvency requirements of applicable law shall be deemed by giving
the  Retraction  Request  to require Jaws to purchase such Retracted Shares from
such  holder  on  the  Retraction  Date  or as soon as practicable thereafter on
payment  by  Jaws  to  such holder of the Purchase Price for each such Retracted
Share,  all  as  more  specifically  provided  in  the Voting and Exchange Trust
Agreement,  and  Jaws  shall  make  such  purchase.

     A  holder of Retracted Shares may, by notice in writing given by the holder
to  the Corporation before the close of business on the Business Day immediately
preceding  the  Retraction  Date, withdraw its Retraction Request in which event
such  Retraction  Request shall be null and void and, for greater certainty, the
revocable  offer  constituted  by  the  Retraction Request to sell the Retracted
Shares  to  Jaws  shall  be  deemed  to  have  been  revoked.


                                   ARTICLE VII
              REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

     Subject  to  applicable  law and the Redemption Call Right, the Corporation
shall  on the Automatic Redemption Date redeem the whole of the then outstanding
Exchangeable  Shares  for  an  amount  equal  to  the  Exchangeable  Share Price
applicable  on the last Business Day prior to the Automatic Redemption Date (the
"Redemption  Price").

     In  any  case  of a redemption of Exchangeable Shares under this Article 7,
the  Corporation  shall,  at least 60 days before the Automatic Redemption Date,
send  or  cause  to  be  sent  to each holder of Exchangeable Shares a notice in
writing  of  the redemption by the Corporation or the purchase by Jaws under the
Redemption  Call  Right,  as the case may be, of the Exchangeable Shares held by
such  holder.


     On  or  after  the Automatic Redemption Date and subject to the exercise by
Jaws  of  the Redemption Call Right, the Corporation shall cause to be delivered
to  the  holders  of the Exchangeable Shares to be redeemed the Redemption Price
for  each  such  Exchangeable  Share  upon  presentation  and  surrender  at the
registered  office  of  the  Corporation  the  certificates  representing  such
Exchangeable  Shares,  together with such other documents and instruments as may
be required to effect a transfer of Exchangeable Shares under applicable law and
the  by-laws  of the Corporation. Payment of the total Redemption Price for such
Exchangeable  Shares shall be made by delivery to each holder, at the address of
the  holder recorded in the securities register of the Corporation or by holding
for  pick  up  by  the holder at the registered office of the Corporation of the
Exchangeable Share Consideration representing the total Redemption Price. On and
after  the  Automatic  Redemption  Date,  the holders of the Exchangeable Shares
called  for redemption shall cease to be holders of such Exchangeable Shares and
shall  not  be  entitled  to  exercise  any  of the rights of holders in respect
thereof,  other  than the right to receive their proportionate part of the total
Redemption  Price,  unless  payment  of  the  total  Redemption  Price  for such
Exchangeable  Shares  shall  not  be  made  upon  presentation  and surrender of
certificates  in  accordance  with  the  foregoing provisions, in which case the
rights  of  the holders shall remain unaffected until the total Redemption Price
has  been  paid  in the manner hereinbefore provided. The Corporation shall have
the right at any time after the sending of notice of its intention to redeem the
Exchangeable  Shares  as  aforesaid  to  deposit  or  cause  to be deposited the
Exchangeable  Share  Consideration  with  respect  to the Exchangeable Shares so
called for redemption, or of such of the said Exchangeable Shares represented by
certificates  that  have not at the date of such deposit been surrendered by the
holders  thereof  in  connection with such redemption, in a custodial account or
for  safe  keeping,  in  the  case of non-cash items, with any chartered bank or
trust  company  in  Canada  named in such notice. Upon the later of such deposit
being made and the Automatic Redemption Date, the Exchangeable Shares in respect
whereof  such  deposit  shall have been made shall be redeemed and the rights of
the holders thereof after such deposit or Automatic Redemption Date, as the case
may  be,  shall  be  limited  to receiving their proportionate part of the total
Redemption Price for such Exchangeable Shares so deposited, against presentation
and surrender of the said certificates held by them, respectively, in accordance
with the foregoing provisions. Upon such payment or deposit of such Exchangeable
Share  Consideration, the holders of the Exchangeable Shares shall thereafter be
considered  and  deemed  for all purposes to be holders of the Jaws Common Stock
delivered  to  them.

                                  ARTICLE VIII
                                  VOTING RIGHTS

     Except as required by applicable law and the provisions hereof, the holders
of the Exchangeable Shares shall not be entitled as such to receive notice of or
to  attend  any meeting of the shareholders of the Corporation or to vote at any
such  meeting.

                                   ARTICLE IX
                             AMENDMENT AND APPROVAL

     The  rights,  privileges,  restrictions  and  conditions  attaching  to the
Exchangeable  Shares  may  be  added  to,  changed  or  removed  but,  except as
hereinafter  provided, only with the approval of the holders of the Exchangeable
Shares  given  as  hereinafter  specified.

     Any  approval  given  by  the holders of the Exchangeable Shares to add to,
change or remove any right, privilege, restriction or condition attaching to the
Exchangeable Shares or any other matter requiring the approval or consent of the
holders  of  the  Exchangeable  Shares shall be deemed to have been sufficiently
given if it shall have been given in accordance with applicable law subject to a
minimum  requirement that such approval be evidenced by resolution passed by not
less than two-thirds of the votes cast on such resolution by persons represented
in person or by proxy at a meeting of holders of Exchangeable Shares duly called
and  held  at  which  the holders of at least 30% (excluding Exchangeable Shares
beneficially  owned by Jaws or its Subsidiaries) of the outstanding Exchangeable
Shares  at that time are present or represented by proxy. If at any such meeting
the holders of at least 30% (excluding Exchangeable Shares beneficially owned by
Jaws  or  its  Subsidiaries) of the outstanding Exchangeable Shares at that time
are  not  present  or  represented  by proxy within one-half hour after the time
appointed  for such meeting then the meeting shall be adjourned to such date not
less  than 10 days thereafter and to such time and place as may be designated by
the  Chairman  of  such  meeting.  At  such  adjourned  meeting  the  holders of
Exchangeable  Shares  present  or  represented by proxy thereat may transact the
business  for  which  the  meeting was originally called and a resolution passed
thereat  by  the affirmative vote of not less than two- thirds of the votes cast
on such resolution by holders of Exchangeable Shares represented in person or by
proxy at such meeting shall constitute the approval or consent of the holders of
the  Exchangeable  Shares.


                                    ARTICLE X
            RECIPROCAL CHANGES, ETC. IN RESPECT OF JAWS COMMON STOCK


     Each  holder  of  an  Exchangeable  Share  acknowledges  that  the  Support
Agreement  provides,  in  part, that Jaws will not without the prior approval of
the Corporation and the prior approval of the holders of the Exchangeable Shares
given  in  accordance  with  Section  9.2  of  these  share  provisions:

issue  or  distribute  Jaws  Common  Stock  (or  securities  exchangeable for or
convertible into or carrying rights to acquire Jaws Common Stock) to the holders
of  all or substantially all of the then outstanding Jaws Common Stock by way of
stock  dividend  or  other  distribution;  or

(i)     issue or distribute rights, options or warrants to the holders of all or
substantially  all  of  the then outstanding Jaws Common Stock entitling them to
subscribe  for  or  to  purchase  shares  of  Jaws  Common  Stock (or securities
exchangeable  for  or  convertible  into or carrying rights to acquire shares of
Jaws  Common  Stock);

unless  the Corporation is permitted under applicable law to issue or distribute
the  economic  equivalent  on  a  per  share  basis  of  such  rights,  options,
securities,  shares,  or  other assets to holders of the Exchangeable Shares and
the Corporation shall issue or distribute the economic equivalent on a per share
basis of such rights, options, securities, shares or other assets simultaneously
to  holders  of  the  Exchangeable  Shares.

Each  holder  of  an  Exchangeable Share acknowledges that the Support Agreement
further  provides, in part, that Jaws will not without the prior approval of the
Corporation  and  the  prior  approval of the holders of the Exchangeable Shares
given  in  accordance  with  Section  9.2  of  these  share  provisions:

subdivide,  redivide  or change the then outstanding shares of Jaws Common Stock
into  a  greater  number  of  shares  of  Jaws  Common  Stock,  or

reduce,  combine  or  consolidate  or change the then outstanding shares of Jaws
Common  Stock  into  a  lesser  number  of  shares  of  Jaws  Common  Stock,  or

reclassify  or  otherwise  change  the  shares of Jaws Common Stock or effect an
amalgamation,  merger,  reorganization or other transaction affecting the shares
of  Jaws  Common  Stock,

unless  the Corporation is permitted under applicable law to simultaneously make
the  same  or  an  equivalent  change  to,  or  in the rights of holders of, the
Exchangeable  Shares  and the same or an equivalent change is made to, or in the
rights  of  the  holders  of,  the  Exchangeable  Shares.

The  Support  Agreement further provides, in part, that the aforesaid provisions
of  the  Support  Agreement  shall  not  be  changed without the approval of the
holders of the Exchangeable Shares given in accordance with Section 9.2 of these
share  provisions.


                                   ARTICLE XI
               ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

     The Corporation shall take all such actions and do all such things as shall
be  necessary  or advisable to perform and comply with and to ensure performance
and  compliance  by  Jaws  with  all provisions of the Support Agreement and the
Voting  Trust  and  Exchange  Agreement  in  accordance  with  the terms thereof
including, without limitation, taking all such actions and doing all such things
as shall be necessary or advisable to enforce to the fullest extent possible for
the  direct  benefit of the Corporation all rights and benefits in favour of the
Corporation  under  or  pursuant  thereto.

     The Corporation shall not propose, agree to or otherwise give effect to any
amendment  to,  or waiver or forgiveness of its rights or obligations under, the
Support  Agreement  or  the  Voting  Trust and Exchange Agreement or without the
approval  of  the  holders  of  the Exchangeable Shares given in accordance with
Section 9.2 of these share provisions other than such amendments, waivers and/or
forgiveness  as  may  be  necessary  or  advisable  for  the  purposes  of.

     adding to the covenants of the other party or parties to such agreement for
the  protection  of  the  Corporation  or the holders of Exchangeable Shares; or

     making  such  provisions  or  modifications  not  inconsistent  with  such
agreement  as may be necessary or desirable with respect to matters or questions
arising  thereunder  which,  in the opinion of the Board of Directors, it may be
expedient to make, provided that the Board of Directors shall be of the opinion,
after consultation with counsel, that such provisions and modifications will not
be  prejudicial  to  the interests of the holders of the Exchangeable Shares; or

     making  such  changes  in  or  corrections  to such agreement which, on the
advice  of counsel to the Corporation, are required for the purpose of curing or
correcting  any  ambiguity  or  defect  or  inconsistent  provision  or clerical
omission or mistake or manifest error contained therein, provided that the Board
of Directors shall be of the opinion, after consultation with counsel, that such
changes  or  corrections will not be prejudicial to the interests of the holders
of  the  Exchangeable  Shares.


                                   ARTICLE XII
                                     LEGEND

     The  certificates  evidencing the Exchangeable Shares shall contain or have
affixed  thereto  a  legend,  in  form  and  on  terms  approved by the Board of
Directors,  with respect to the Support Agreement and the Redemption Call Right,
and  the  Voting  and  Exchange  Trust  Agreement (including the provisions with
respect to the voting rights, exchange right and automatic exchange thereunder).


                                  ARTICLE XIII
                                  MISCELLANEOUS

     Any  notice,  request or other communication to be given to the Corporation
by  a  holder  of Exchangeable Shares shall be in writing and shall be valid and
effective  if  given  by mail (postage prepaid) or by telecopy or by delivery to
the  registered  office of the Corporation and addressed to the attention of the
President.  Any  such  notice, request or other communication, if given by mail,
telecopy  or delivery, shall only be deemed to have been given and received upon
actual  receipt  thereof  by  the  Corporation.

     Any  presentation  and  surrender by a holder of Exchangeable Shares to the
Corporation  of certificates representing Exchangeable Shares in connection with
the  liquidation, dissolution or winding-up of the Corporation or the retraction
or  redemption  of Exchangeable Shares shall be made by registered mail (postage
prepaid) or by delivery to the registered office of the Corporation addressed to
the  attention  of  the  President of the Corporation. Any such presentation and
surrender  of  certificates  shall  only  be  deemed to have been made and to be
effective  upon actual receipt thereof by the Corporation. Any such presentation
and  surrender of certificates made by registered mail shall be at the sole risk
of  the  holder  mailing  the  same.

     Any  notice,  request  or  other  communication  to be given to a holder of
Exchangeable  Shares  by or on behalf of the Corporation shall be in writing and
shall  be  valid and effective if given by mail (postage prepaid) or by delivery
to  the  address  of  the  holder  recorded  in  the  securities register of the
Corporation  or,  in  the  event  of the address of any such holder not being so
recorded,  then  at  the  last  known  address  of such holder. Any such notice,
request  or  other communication, if given by mail, shall be deemed to have been
given  and received on the fifth Business Day following the date of mailing and,
if  given  by  delivery,  shall be deemed to have been given and received on the
date  of delivery. Accidental failure or omission to give any notice, request or
other  communication  to  one  or  more holders of Exchangeable Shares shall not
invalidate  or otherwise alter or affect any action or proceeding to be taken by
the  Corporation  pursuant  thereto.

     All  Exchangeable Shares acquired by the Corporation upon the redemption or
retraction  thereof  shall  be  canceled.

<PAGE>
                                    EXHIBIT H

JAWS  TECHNOLOGIES  INC.  ANNOUNCES  ACQUISITION  OF
TORONTO-BASED  PACE  SYSTEMS  GROUP

"JAWS  TO  ENTER  INTERNATIONAL  FINANCIAL  INFORMATION  TECHNOLOGY  MARKETS"

TORONTO,  Canada, November 2, 1999 - JAWS Technologies Inc. announced today that
it  intends  to  acquire  Toronto-based  PACE  Systems  Group  Inc.  PACE  is  a
successful,  private  company  founded  in  1985  with  an impressive history of
providing  financial  information  technology  security solutions to some of the
largest  financial  organizations  in  North  America  and  Europe.

"The acquisition of PACE provides an excellent opportunity for JAWS Technologies
to  apply  our  professional  information security services (ISS) model directly
within  the  financial  markets,"  said Robert Kubbernus, Chairman and CEO, JAWS
Technologies  Inc.  "PACE  brings  us  16  of  Canada's  most  highly  qualified
financial  information  and  technology specialists who have developed excellent
relationships  with  clients  including several major Canadian and international
banks, Sun Life Trust, Interac Association, ING DIRECT, SNS Assure, Future Shop,
Grand  & Toy, ISM (Vienna Stock Exchange) and IBM in the development of software
for  the  Toronto  Stock  Exchange's  trading  system,"  said  Kubbernus.

In  the terms of the acquisition, JAWS will issue up to a maximum of 1.7 million
shares  over the next two years at an issue price of $1.70 per share.  The terms
of the purchase also include performance targets and retention contracts for key
PACE  employees.

"JAWS'  new  sales  office  in Toronto will be immediately incorporated into the
PACE  structure, however, the combined entity will be integrated under the JAWS'
identity,"  said Kubbernus.  "We are at a very exciting juncture in JAWS' growth
plan  and  look  forward  to  working  with  our  new  employees  and  clients."

It is anticipated that the acquisition of PACE should immediately allow for a $2
million  annualized increase in JAWS' revenue not including the advantages given
to new sales of JAWS' products and services which will be generated through this
acquisition.

"Over  the  past twelve months I have been investigating the right opportunities
to  allow  PACE  to  effectively  meet the demands of our customers," said Peter
Labrinos,  President,  PACE  Systems  Group.  "With  the  dramatic  increase  in
worldwide  demand  for information security services, we needed to find a strong
and  aggressive  partner  to help us meet 50% year-over-year growth projections.
In  JAWS,  we  found  an  ideal  combination  of  services, products and current
relationships  that  will  allow  us together, to compete as a significant North
American  and  international  information  security  services  company."

ABOUT  JAWS  TECHNOLOGIES

JAWS  Technologies  has  quickly  become  a  world  leader  in  the provision of
information  security  technology  products  and  consulting  services.  JAWS
Technologies  is based in Calgary, Canada and has offices in Toronto, Canada and
Pasadena, California, USA.   Throughout the world JAWS Technologies now has over
twenty  strategic  partners,  approximately  100  corporate  clients,  over  300
authorized  re-sellers  and has distributed approximately 550,000 copies of JAWS
XMail.  JAWS  Technologies  is  currently  traded  on the NASD-OTC BB, under the
symbol  JAWZ.  For  more  information,  visit  the  company's  website  at
www.jawstech.com  or  call  1-888-301-5297.
             ---

Forward-looking  statements and comments in this press release are made pursuant
to  safe  harbor  provisions  of  the  Securities  Exchange  Act  of 1934.  Such
statements  relating  to, among other things, the prospects for the companies to
complete  the transaction and enhance operating results, are necessarily subject
to  risks  and uncertainties, some of which are significant in scope and nature.
These  risks  may  be  further  discussed  in  periodic reports and registration
statements  to be filed by the Company form time to time with the Securities and
Exchange  Commission  in  the  future.





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