JAWS TECHNOLOGIES INC /NY, DEF 14A, 2000-04-28

JAWS TECHNOLOGIES INC /NY
DEF 14A, 2000-04-28
COMPUTER PROGRAMMING SERVICES

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

JAWS TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------
<PAGE> 2

JAWS TECHNOLOGIES, INC.
1013-17TH AVENUE, S.W.
CALGARY, ALBERTA, CANADA T2T 0A7

NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2000

The 2000 Annual Meeting of Stockholders of JAWS Technologies, Inc. (the
"Company") will be held at the River Cafe, Prince's Island Park, Calgary,
Alberta, Canada, on Wednesday, May 31, 2000 at 3:00 p.m., local time, to
consider and act upon the following matters:

1. To consider and vote upon a proposal to approve the minutes of the 1999
Annual Meeting of Stockholders;

2. To elect five directors;

3. To consider and vote upon a proposal to change the Company's domicile
from Nevada to Delaware;

4. To consider and vote upon a proposal to ratify the selection by the
board of directors of the Company of Ernst & Young LLP as the
independent auditors of the Company for the fiscal year ending December
31, 2000; and

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Stockholders of record at the close of business on April 25, 2000 are
entitled to notice of, and to vote at, the meeting. The stock transfer books of
the Company will remain open for the purchase and sale of the Company's common
stock, par value $.001 per share. All stockholders are cordially invited to
attend the meeting.

By Order of the Board of Directors

VIKKI ROBINSON, Secretary

April 28, 2000
Calgary, Alberta
Canada

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
<PAGE> 3

JAWS TECHNOLOGIES, INC.
1013-17TH STREET, S.W.
CALGARY, ALBERTA, CANADA T2T 0A7

PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 31, 2000

This Proxy Statement is furnished in connection with the solicitation of
proxies by the board of directors of Jaws Technologies, Inc. (the "Company" or
"JAWS") for use at the 2000 Annual Meeting of Stockholders to be held on May 31,
2000 and at any adjournment or adjournments of that meeting (the "Annual
Meeting"). All proxies will be voted in accordance with the instructions
contained therein, and if no choice is specified, the proxies will be voted in
favor of the matters set forth in the accompanying Notice of Meeting. Any proxy
may be revoked by a stockholder at any time before it is exercised by delivery
of written revocation to the Secretary of the Company.

The Company's Annual Report for the year ended December 31, 1999, is being
mailed to stockholders with the mailing of this Notice of Meeting and Proxy
Statement on or about April 28, 2000.

VOTING SECURITIES AND VOTES REQUIRED

On April 25, 2000, the record date for the determination of stockholders
entitled to notice of and to vote at the meeting, there were outstanding and
entitled to vote an aggregate of 25,637,897 shares of common stock of the
Company, par value $0.001 per share ("Common Stock"), and one share of special
series A preferred voting stock (the "Special Series A Preferred Voting Stock"),
having a par value of $0.001 per share and a liquidation preference of $0.001
per share. Each share of Common Stock is entitled to one vote and the one share
of Special Series A Preferred Voting Stock is entitled to a number of votes
equal to the number of outstanding exchangeable shares of the Company's
subsidiary, JAWS Acquisition Corp., an Alberta corporation ("JAC"), which are
not owned by the Company or an entity controlled by the Company. As of April 25,
2000 (the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting), the holder of the share of Special Series
A Preferred Voting Stock is entitled to cast 5,374,344 votes at the Annual
Meeting. Accordingly, an aggregate of 31,012,241 votes may be cast on the
matters set forth in the Notice of Annual Meeting (consisting of 25,637,897
votes that may be cast in respect of the Common Stock and 5,373,344 votes that
may be cast in respect of the share of Special Series A Preferred Voting Stock.
Holders of shares of Common Stock and the holder of the Special Series A
Preferred Voting Stock are to vote together as a single class on all matters
submitted to the Company's stockholders for approval.

The holders of a majority of the shares of Common Stock issued, outstanding
and entitled to vote on any matter and of the share of Special Series A
Preferred Voting Stock, voting together as a single class on all matters
submitted to the Company's stockholders for approval, shall constitute a quorum
with respect to that matter at the Annual Meeting. Stockholders holding shares
of Common Stock who are present in person or represented by proxy (including
stockholders who abstain from voting their shares or who do not vote with
respect to one or more of the matters presented for stockholder approval) will
be counted for purposes of determining whether a quorum is present.

The affirmative vote of the holders of a plurality of votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The affirmative vote of a majority of the outstanding stock
entitled to vote thereon, and a majority of the outstanding stock of each class
entitled to vote thereon as a class is required in order to effect the proposal
to change the Company's domicile from Nevada to Delaware (the "Merger"). The
affirmative vote of a majority of the votes entitled to be cast on the matter is
required for the approval of each of the other matters to be voted upon.

Stockholders who abstain from voting as to a particular matter, and shares
held in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter. Accordingly,
abstentions and "broker non-votes" will have the effect of a vote "No" on the
voting on a matter.
<PAGE> 4

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 31, 2000,
with respect to any person (including any "group," as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner of more
than five percent of any class of the Company's voting securities, and as to
those shares of the Company's equity securities beneficially owned by each of
its directors and nominees for director, the executive officers of the Company
named in the Summary Compensation Table under the heading "Compensation of
Executive Officers" below, and all of its directors and executive officers as a
group. Unless otherwise specified in the table below, such information, other
than information with respect to the directors and officers of the Company, is
based on a review of statements filed, or that should have been filed, with the
Securities and Exchange Commission pursuant to Sections 13(d), 13(f), and 13(g)
of the Exchange Act with respect to the Company's Common Stock. As of March 31,
2000, there were 24,293,142 shares of Common Stock outstanding, and an
additional 5,374,344 shares of Common Stock issuable upon exercise of the Third
Party JAC Shares. As of April 25, 2000, the Record Date in connection with the
Annual Meeting, there were 25,637,897 shares of Common Stock outstanding, and an
additional 5,374,344 shares of Common Stock issuable upon the exercise of the
outstanding exchangeable shares of JAC.

The number of shares of Common Stock beneficially owned by each person is
determined under the rules of the Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after March 31, 2000 through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with his
or her spouse) with respect to the shares set forth in the following table. The
inclusion herein of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER(1) BENEFICIALLY OWNED PERCENT OF CLASS(2)
- ------------------- ------------------ -------------------
<S> <C> <C>
Robert J. Kubbernus(3)..................................... 1,544,300 6.34%
Julia L. Johnson(4)........................................ 306,408 1.25%
Arthur Wong(5)............................................. 313,208 1.28%
Riaz Mamdani(6)............................................ 1,306,000 5.36%
John S. Burns Q.C.(7)...................................... 50,000 0.20%
All directors and executive officers as a group (5
persons)................................................. 3,519,916 14.46%
Thomson Kernaghan & Co. Limited(8)......................... 4,915,743 20.19%
363 Bay Street, 10th Floor
Toronto, Ontario
Canada M5H 2V2
Glentel Inc.(9)............................................ 2,034,000 8.35%
Suite 2700, 4710 Kingsway
Burnaby, British Columbia
Canada V5H 4M2
</TABLE>

- ---------------
(1) Unless otherwise stated, the business address of each of the stockholders
named in the table is C/O JAWS Technologies, Inc. 1013-17th Avenue S.W.,
Calgary, Alberta, Canada, T2T 0A7. Except as otherwise indicated, to our
knowledge, the persons named in the table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned
by them.

(2) Percentage ownership is calculated in accordance with the Securities and
Exchange Commission's Rule 13d-3(d)(1).

2
<PAGE> 5

(3) Includes 350,000 shares issuable upon the exercise of options exercisable at
$0.48 until July 23, 2002. Includes 350,000 shares issuable upon the
exercise of options exercisable at $1.50 per share until December 31, 2002.
Includes 250,000 shares issuable upon the exercise of options exercisable at
$1.88 per share until December 31, 2002.

(4) Includes 150,000 shares of common stock issuable upon the exercise of
options exercisable at $0.48 per share until December 31, 2003.

(5) Includes 200,000 shares of common stock issuable upon the exercise of
options at $0.48 per share until December 31, 2003.

(6) Includes 100,000 options to purchase common shares at $0.15 per share until
February 22, 2002. Also includes (i) 250,000 options to purchase shares of
common stock at $.87 per share until December 31, 2002, (ii) 250,000 options
to purchase shares of common stock at $1.88 per share until December 31,
2002, and (iii) 200,000 options to purchase shares of common stock at $1.50
per share until December 31, 2002.

(7) Includes 50,000 shares of common stock issuable upon the exercise of options
exercisable within the next sixty days at $5.88 per share. Does not include
options to purchase 150,000 common shares that vest at a later date.

(8) Includes 217,642 shares of common stock issuable upon exercise of warrants
issued to Thomson Kernaghan, as placement agent, in connection with JAWS'
private placement financing which was consummated on December 31, 1999 and
58,824 shares of common stock issuable upon exercise of warrants issued to
Thomson Kernaghan & Co. Limited, as placement agent ("Thomson Kernaghan"),
in connection with JAWS' private placement financing which was consummated
on February 22, 2000.

(9) Includes 834,000 shares of common stock issuable upon the exercise of
warrants. 65.2% of the outstanding shares of Glentel are controlled by TCG
International, Inc. The natural person, with sole or shared voting and
investment power over the shares held of record by Glentel, through TCG
International, Inc. is Arthur Skidmore, c/o Glentel Inc., Suite 2700, 4710
Kingsway, Burnaby, British Columbia, Canada V5H 4M2.

3
<PAGE> 6

APPROVAL OF THE MINUTES OF
THE 1999 ANNUAL MEETING OF STOCKHOLDERS

GENERAL

The persons named in the enclosed proxy will vote to approve the minutes of
the 1999 Annual General Meeting of Stockholders, in the form attached as
Appendix A-1 hereto, and the Reconvened Meeting of Stockholders, in the form
attached as Appendix A-2 hereto, unless the proxy is marked otherwise. If a
stockholder returns a proxy without contrary instructions, the persons named as
proxies will vote to approve the minutes of the 1999 Annual Meeting of
Stockholders.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
MINUTES OF THE 1999 ANNUAL GENERAL MEETING OF STOCKHOLDERS AND THE RECONVENED
MEETING OF STOCKHOLDERS.

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<PAGE> 7

ELECTION OF DIRECTORS

The persons named in the enclosed proxy will vote to elect as directors the
five nominees named below, unless the proxy is marked otherwise. If a
stockholder returns a proxy without contrary instructions, the persons named as
proxies will vote to elect as directors the nominees named below, each of whom
is currently a member of the board of directors of the Company.

Each director will be elected to hold office until the consummation of the
Merger and will thereafter hold office as directors JAWS Delaware until the 2001
Annual Meeting of Stockholders and until his successor is duly elected and
qualified or until his earlier death, resignation or removal. All of the
nominees have indicated their willingness to serve, if elected; however, if any
nominee should be unable to serve, the shares represented by proxies may be
voted for a substitute nominee designated by the board of directors of the
Company.

There are no family relationships between or among any officers or
directors of the Company.

Set forth below are the name and age of each member of, or nominee to, the
board of directors of the Company, and the positions and offices held by him,
his principal occupation and business experience during the past five years, the
names of other publicly held companies of which he serves as a director and the
year of the commencement of his term as a director of the Company. Information
with respect to the number of shares of Common Stock beneficially owned by each
director, directly or indirectly, as of March 31, 2000, appears above under the
heading "Stock Ownership of Certain Beneficial Owners and Management."

NOMINEES FOR DIRECTOR

ROBERT J. KUBBERNUS, age 40, has served as Chairman of the Board, Chief
Executive Officer and President of JAWS Alberta since October 1997 and of the
Company, since February 1998. Mr. Kubbernus resigned as President of JAWS
Alberta in July 1999 upon Mr. Tej Minhas' appointment to that position. Mr.
Kubbernus' primary responsibilities have been to oversee security product
developers, provide executive direction and develop key contacts with
governmental authorities, investors, clients, insurance underwriters and the
investment community. From October 1992 to September 1997, Mr. Kubbernus held
the position of President and Chief Executive Officer of Bankton Financial
Corporation, a company which provided business and lending advisory services,
where he led a team of corporate financial consultants who specialized in the
placement of debt instruments with institutional and private lenders.

RIAZ MAMDANI, age 32, has been Chief Financial Officer of the Company since
July 1999. Previous to this appointment, he was Director of Corporate Finance
from March 1999 to July 1999. Mr. Mamdani is responsible for the development of
operational financing including securities issuances, the documentation needed
to close these issuances, establishing and implementing professional
relationships and assisting in matters of corporate compliance as well as
company structure. From May 1996 to August 1998, Mr. Mamdani was a Barrister and
Solicitor with Beaumont Church, a Calgary-based law firm, where his practice
focused in the areas of Corporate, Commercial and Securities law. From May 1992
to April 1996, he was a Pharmacist at the Foothills Hospital in Calgary while
attending law school at the University of Calgary, from September 1993 to May
1996. Mr. Mamdani graduated with a Bachelor of Law degree from the University of
Calgary in 1996. He also graduated from the University of Manitoba with a
Bachelor of Science degree in Pharmacy in 1992.

JULIA L. JOHNSON, age 37, serves as the Chairman of the Florida Information
Service Technology Task Force (Internet Task Force), having been appointed by
Governor Jeb Bush in August 1999. Ms. Johnson has served as (i) a member of the
Florida Public Service Commission, a state agency which regulates utility
companies, from December 1992 to December 1999, (ii) state Chairperson of the
Federal/State Joint Board on Universal Service, a task force within the Federal
Communications Commission from 1996 to 1999, and (iii) a board member for the
Markle Foundation, a project that encourages the use of new communications
technologies for socially beneficial purposes, since 1996. Before being
appointed to the Florida Public Service Commission, Ms. Johnson served as the
Director of Legislative Affairs and senior land use attorney for the Department
of Community Affairs from November 1990 to December 1992, where she was the
chief lobbyist representing the agency before the Florida Legislature on land
use issues. Ms. Johnson graduated with a Juris

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<PAGE> 8

Doctorate, with a concentration in corporate and real estate transactions, from
the University of Florida School of Law in 1988, as well as a Bachelor of
Science in Business Administration from the University of Florida in 1985.

ARTHUR WONG, age 31, provides strategic direction to JAWS in the area of
channel development. Since 1992, Mr. Wong has founded three technology
companies. He has been CEO of Security-Focus.com, a database of security
knowledge and resources, since August of 1999 where he is responsible for the
management and direction of an internet security portal. From May 1998 to July
1999, Mr. Wong was the Director of Channel Development for Active Security at
Network Associates Inc. of Santa Clara, California, the world's largest
independent network security and management software company, where he was
responsible for the development and adoption of worldwide integrated security
initiatives and where he also developed standards for new security
infrastructures and worked on its integration and adaption. From July 1996 to
April 1998, he was CEO of Secure Networks Inc. of Calgary, Alberta, a company he
founded. Secure Networks developed internet security tools and offered security
consulting before it was acquired by Network Associates Inc. From April 1993 to
June 1996, Mr. Wong was President of Millennium Systems Canada Inc., a company
he founded and managed, which was a computer hardware distributor and
integrator. Since June 1994 he has been the managing director and founder of H20
Entertainment Corp., a Calgary based organization that develops products for
Nintendo and its N64 game platform. Mr. Wong graduated with a Bachelor of
Commerce from the University of Calgary in 1991.

JOHN S. BURNS Q.C., age 59, has been a partner of the law firm Bennett
Jones since October, 1990. His areas of practice are principally corporate,
corporate finance and securities law. Mr. Burns acts for public and private
corporations, securities issuers and underwriters. His practice focuses on
mergers and acquisitions, public and private offerings, corporate
restructurings, cross border financings and oil, gas and banking transactions.
He has participated in conferences and panels and has authored a number of
papers and articles with respect to these areas of law. Mr. Burns is a board
member of several public and private corporations and served as a Public
Governor of the Alberta Stock Exchange from 1983 to 1998. He also served as a
member of the Board of Governors of the Olympic Trust of Canada,
Strathcoma-Tweedsmuir school and is a member of the law societies of Alberta and
Upper Canada and the Calgary and Canadian Bar Associations. Mr. Burns graduated
for the University of Alberta with a Bachelor of Arts degree in 1963 and a law
degree from Dalhousie Law School in 1966.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF ROBERT
J. KUBBERNUS, RIAZ MAMDANI, JULIA L. JOHNSON, ARTHUR WONG, AND JOHN S. BURNS
Q.C., AS DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING
OF STOCKHOLDERS OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED OR UNTIL
HIS EARLIER DEATH, RESIGNATION OR REMOVAL.

Board and Committee Meetings

The board of directors of the Company established an audit committee
consisting of Julia L. Johnson and Arthur Wong, each of whom is an independent
director on the Company's board of directors, and Riaz Mamdani, the Chief
Financial Officer and a director of the Company. The audit committee makes
recommendations to the board of directors of the Company concerning the
engagement of independent public accountants, it reviews with the independent
public accountants the scope and results of the audit engagement, it approves
professional services provided by the independent public accountants, it reviews
the independence of the independent public accountants, it considers the range
of audit and non-audit fees, and it reviews the adequacy of the Company's
internal accounting controls. The audit committee met four times during 1999.

The board of directors of the Company established a compensation committee
consisting of Julia L. Johnson and Arthur Wong, each of whom is an independent
director on the board of directors of the Company. The compensation committee
determines and establishes compensation levels on an annual basis

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<PAGE> 9

for the Company's executive officers and administers the Company's Stock Option
Plan. The compensation committee met four times in 1999. See "Report of
Compensation Committee" below.

The Company does not have a nominating committee or a committee serving a
similar function. Nominations are made by and through the full board of
directors of the Company.

The Company's board of directors held four meetings during 1999. Each
director attended 100% of the total number of meetings (including consents in
lieu of meetings) of the board of directors.

Compensation of Directors

Out-of-pocket expenses of the Company's directors, related to their
attendance at meetings of the board of directors, are paid by the Company.
Pursuant to the terms of a directors' agreement by and between the Company and
each of Ms. Johnson, Mr. Wong and Mr. Burns, the Company is obligated to
compensate such directors for services rendered as directors in cash or in
shares of common stock in an amount per annual term equal to $60,000. In
addition, all non-employee directors are eligible to receive stock options under
the Company's 1998 Stock Option Plan. On July 23, 1998, Mr. Wong and Ms. Johnson
each received 200,000 options to purchase 200,000 shares of Common Stock,
respectively, at an exercise price of $0.48 per share under the Company's 1998
Stock Option Plan. On April 13, 2000, Mr. Burns received 200,000 options to
purchase 200,000 shares of Common Stock at an exercise price of $5.88 per share
under the Company's 1998 Stock Option Plan. The Company does not currently
provide additional compensation for committee participation or special
assignments of the Company's board of directors. No other payments have been
made to any member of the Company's board of directors.

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<PAGE> 10

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of the current
executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Robert J. Kubbernus... 40 Chairman of the Board, Chief Executive Officer, President and Director
Tej Minhas............ 39 (1)
Riaz Mamdani.......... 32 Chief Financial Officer and Director
Vera Gmitter.......... 41 (1)
</TABLE>

- ---------------
(1) Mr. Minhas and Ms. Gmitter are neither directors nor officers of the
Company, but are included in this table because, as senior officers of JAWS
Technologies Inc., an Alberta corporation ("JAWS Alberta"), they have
performed policy-making functions in respect of the Company. Mr. Minhas is
the President and Chief Operating Officer of JAWS Alberta and Ms. Gmitter is
Vice President, Administration of JAWS Alberta.

Messrs. Kubbernus's and Mamdani's biographies are set forth under "Election
of Directors -- Nominees for Director."

TEJ MINHAS. Mr. Minhas has served as President and Chief Operating Officer
of JAWS Alberta since July 1999. Mr. Minhas is responsible for developing and
implementing strategic and tactical plans for each department, key alliance
development, managing marketing projects, implementing the corporate vision and
maintaining and improving corporate culture. From August 1998 to June 1999, he
was the Vice President of Technology for JAWS Alberta where his primary
responsibilities were to oversee all aspects of the Technology Department
including strategic planning, software engineering, business systems
infrastructure management, technology vendor relations, security consulting and
technical support. From April 1996 to July 1998, Mr. Minhas was the Vice
President of Technology for AgriTech International Corporation, a creator of
global information systems for the agricultural sector, where he was involved
with strategic IT planning, human resource planning, marketing support
management, executive reporting, vendor relations, industry alliances and IS
Business development. From April 1992 to March 1996, he was the Canadian
District Manager, Professional Services for Sybase Canada, an international
database and tools company, where his responsibilities included the
profitability of Canadian operations. The Canadian District was comprised of
offices in Toronto, Ottawa, and Calgary. In this role, Mr. Minhas duties
included marketing strategy development and execution, sales force management,
staff & consultant recruiting, and the operation of a certification and training
centre. Mr. Minhas graduated with a Bachelor of Science, Computer Science
Specialty, from the University of Toronto in 1985.

VERA GMITTER. Ms. Gmitter has served as Vice President, Administration of
JAWS Alberta since February 1998. Her current responsibilities at JAWS Alberta
include developing policies and procedures, government regulation, export,
trademark, finance, accounting, legal, public compliance and human resources as
well as managing over the day to day operations of JAWS Alberta. From July 1997
to June 1998, Ms. Gmitter held the position of General Manager for Bankton
Financial Corporation. In this position she directed daily operations for the
corporation, which specialized in custom finance solutions. From September 1987
to July 1997 Ms. Gmitter was the owner of 396406 Alberta Ltd., a holding company
for a restaurant, concession contracts, retail store and a sign and graphics
business, for which she was President. Ms. Gmitter graduated with a Bachelor of
Arts degree in Political Science and Economics from Augustana University in
1995.

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<PAGE> 11

Compensation of Executive Officers

Summary Compensation Table. The following table sets forth certain
information with respect to the annual and long-term compensation for the last
three fiscal years of the Company's President and Chief Executive Officer and
the Company's other executive officers (including former executive officers)
whose total annual salary and bonus for 1999 exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS COMPENSATION($)
- --------------------------- ---- --------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Kubbernus......... 1999 $180,000 -- -- --
Chairman of the Board, 1998 180,000 -- -- 600,000 --
Chief Executive Officer 1997 45,000 -- -- 350,000 --
and President 200,000(1)
</TABLE>

- ---------------
(1) These options were to be granted to Mr. Kubbernus in connection with the
acquisition of JAWS Alberta by the Company on February 10, 1998. Such
options have not yet been granted.

Option Grant Table. The following table sets forth certain information
regarding options granted during the year ended December 31, 1999 by the Company
to the Company's executive officers.

OPTION/SAR GRANTS IN LAST YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------------- VALUE AT
NUMBER OF PERCENT OF MARKET PRICE ASSUMED ANNUAL
SECURITIES TOTAL OF SECURITIES RATES OF STOCK
UNDERLYING OPTIONS/SARS UNDERLYING PRICE APPRECIATION
OPTIONS/SARS GRANTED TO EXERCISE OPTIONS/SARS FOR OPTION TERM(2)
GRANTED EMPLOYEES IN OR BASE ON GRANT EXPIRATION ---------------------------
NAME (#)(1) FISCAL YEAR PRICE($/SH) DATE DATE 5%($) 10%($) 0%($)
- ---- ------------ ------------ ----------- ------------- ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert J. Kubbernus.. 600,000 28.17% (1) (1) (1) $314,447 $796,871 (4)
Tej Minhas........... 25,000 1.17% $2.41 $ 2.41 5-17-02 $ 47,167 $119,531
Riaz Mamdani......... 700,000 32.86% (3) (3) (3) $ 39,306 $ 99,609 (5)
Vera Gmitter......... 33,000 1.55% $0.62 $ 0.62 5-17-02 $ 39,306 $ 99,609
</TABLE>

- ---------------
(1) Of the 600,000 options granted, 350,000 shares of common stock are
exercisable at $1.50 per share for a period which expires on December 31,
2002 and 250,000 shares of common stock are exercisable at $1.88 per share
for a period which expires on December 31, 2002.

(2) Amounts represent hypothetical gains that could be achieved for options if
exercised and sold at the end of the option term. These gains are based on
assumed rates of stock price appreciation of 5% and 10% compounded annually
from the date options are granted. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock on the
date on which the options are sold.

(3) Of the 700,000 options granted, (i) 250,000 shares of common stock are
exercisable at $.87 per share for a period which expires on December 31,
2002, (ii) 250,000 shares of common stock are exercisable at $1.88 per share
for a period which expires on December 31, 2002, and (iii) 200,000 shares of
common stock are exercisable at $1.50 per share for a period which expires
on December 31, 2002.

(4) Of the 600,000 options received by Mr. Kubbernus, 250,000 options were
issued at an exercise price below the then current market price of shares of
JAWS common stock. The value at grant date market price for 250,000 of the
options is $875,000.

(5) Of the 700,000 options received by Mr. Mamdani, 250,000 options were issued
at an exercise price below the then current market price of shares of JAWS
common stock. The value at grant date market price for 250,000 of the
options is $875,000.

9
<PAGE> 12

Year-End Option Table. The following table sets forth certain information
regarding options held as of December 31, 1999 by the Company's executive
officers. None of the Company's executive officers exercised stock options in
1999.

AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
SHARES FYEAR-ENDED(#) FY-ENDED (US$)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- ---- -------------- ----------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Robert J. Kubbernus...... 0 0 350,000 Exercisable 2,478,000
0 0 350,000 Exercisable 2,121,000
0 0 250,000 Exercisable 1,420,000
0 0 200,000 Unexercisable 1,412,000
Tej Minhas............... 0 0 29,333 Exercisable 210,904
0 0 29,333 Unexercisable 210,904
0 0 29,333 Unexercisable 210,904
0 0 25,000 Unexercisable 128,750
Riaz Mamdani............. 0 0 100,000 Exercisable 1,672,500
0 0 250,000 Exercisable 1,420,000
0 0 250,000 Exercisable 1,212,000
0 0 200,000 Exercisable 210,904
Vera Gmitter............. 0 0 16,500 Exercisable 124,740
0 0 33,000 Unexercisable 249,480
11,000 Exercisable 83,160
22,000 Unexercisable 166,320
</TABLE>

- ---------------
(1) Value is based on the closing sales price of the Company's Common Stock on
December 31, 1999 ($7.56), the last trading day of the Company's 1999 fiscal
year, less the applicable option exercise price.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Company's board of directors, which is
currently comprised of two non-employee directors, Julia L. Johnson and Arthur
Wong, is responsible for determining the compensation and benefit packages of
each executive officer and recommending it to the Company's board of directors.
The Compensation Committee sets the compensation for executive officers and
establishes compensation policies for the Company's Chief Executive Officer and
all other executive officers of the Company. Certain decisions of the
Compensation Committee are subject to approval of the Company's board of
directors.

The Company's executive compensation program is designed to promote the
achievement of the Company's business goals, and, thereby, to maximize corporate
performance and stockholder returns. Executive compensation consists of a
combination of base salary and stock-based incentives. The Compensation
Committee considers stock incentives to be a critical component of an
executive's compensation package in order to help align executive interests with
stockholder's interests.

COMPENSATION PHILOSOPHY

The objective of the executive compensation program is to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who are expected to
contribute to the long-term success of the Company. The Company's executive
compensation philosophy is based on the principles of competitive and fair
compensation and sustained performance.

10
<PAGE> 13

- COMPETITIVE AND FAIR COMPENSATION

The Company is committed to providing an executive compensation program
that helps attract and retain highly qualified executives. To ensure that
compensation is competitive, the Company compares its compensation
practices with those of other companies in the industry and sets its
compensation guidelines based on this review. The Company believes
compensation for its executive officers is within the range of
compensation paid to executives with comparable qualifications, experience
and responsibilities in the same or similar businesses and of comparable
size and success. The Company also strives to achieve equitable
relationships both among the compensation of individual officers and
between the compensation of officers and other employees throughout the
organization.

- SUSTAINED PERFORMANCE

Executive officers are rewarded based upon corporate performance and
individual performance. Corporate performance is evaluated by reviewing
the extent to which strategic and business plan goals are met, including
such factors as achievement of operating budgets, timely development and
commercial introduction of new processes and products, establishment of
strategic licensing and development alliances with third parties and
performance relative to competitors. Individual performance is evaluated
by reviewing attainment of specified individual objectives and the degree
to which teamwork and Company values are fostered.

In evaluating each executive officer's performance, the Company generally
conforms to the following process:

- Company and individual goals and objectives are established at the
beginning of the performance cycle.

- At the end of the performance cycle, the accomplishments of the
executive's goals and objectives and his contributions to the Company are
evaluated.

- The executive's performance is then compared with peers within the
Company and the results are communicated to the executive.

- The comparative results, combined with comparative compensation practices
of other companies in the industry, are then used to determine salary and
stock compensation levels.

Annual compensation for the Company's executives generally consists of a
base salary and from time to time, the Committee may consider the granting of
stock options and the payment of cash bonuses based upon performance in a
particular year.

The salary for executives is generally set by reviewing compensation for
competitive positions in the market and the historical compensation levels of
the executives. Increases in annual salaries are based on actual corporate and
individual performance against targeted performance and various subjective
performance criteria. Targeted performance criteria vary for each executive
based on his area of responsibility, and may include achievement of the
operating budget for the Company as a whole or of a business group of the
Company, continued innovation in development and commercialization of the
Company's technology and products, timely development and commercial
introduction of new products or processes, implementation of financing
strategies and establishment of strategic licensing and development alliances
with third parties. Subjective performance criteria include an executive's
ability to motivate others, develop the skills necessary to grow as the Company
matures, recognize and pursue new business opportunities and initiate programs
to enhance the Company's growth and success. The Committee does not use a
specific formula based on these targeted performance and subjective criteria,
but instead makes an evaluation of each executive officer's contributions in
light of all such criteria.

Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program is designed to
promote the identity of long-term interests between the Company's employees and
its shareholders and assist in the retention of executives. The size of option
grants is generally intended to reflect the executive's position with the
Company and his contributions to the Company, including his success in achieving
the individual performance criteria described above. All stock options
11
<PAGE> 14

granted to executive officers in 1999 were granted at fair market value on the
date of grant, except for options to purchase 250,000 shares of Common Stock to
each of Messrs. Kubbernus and Mamdani which, in each case were issued at an
exercise price below the then-current market price determined by calculating the
average closing stock price over the immediately preceding sixty day period.
During 1999, the executive officers of the Company received options to purchase
an aggregate of 1,358,000 shares of Common Stock, at a weighted average exercise
price of $1.52 per share.

BASE SALARIES

The base salaries of the Company's executive officers have been set by
reviewing compensation for competitive positions in the market and the
historical compensation levels of such executives. The employment agreement
between the Company and Mr. Kubbernus is described more fully under "Certain
Relationship and Related Transactions."

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), enacted in 1993, generally disallows a tax deduction to public
companies for compensation over $1 million paid to the corporation's Chief
Executive Officer and four other most highly compensated executive officers.
Qualifying performance compensation will not be subject to the deduction limit
if certain requirements are met. The Company intends to structure the
performance-based portion of the compensation of its executive officers (which
currently consists of stock option grants and performance based bonuses
described above), in a manner that complies with the new statute to mitigate any
disallowance of deductions.

Compensation Committee

Julie L. Johnson
Arthur Wong

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the compensation committee are Ms. Johnson and Mr.
Wong. Neither Ms. Johnson nor Mr. Wong were at any time during 1999, or
formerly, an officer or employee of the Company or any subsidiary of the
Company, nor has any member of the compensation committee had any relationship
with the Company requiring disclosure under Item 404 of Regulation S-K under the
Exchange Act.

12
<PAGE> 15

COMPARATIVE STOCK PERFORMANCE

The comparative stock performance graph below compares the cumulative
stockholder return on the Common Stock of the Company for the period from
January 27, 1997 through the year ended December 31, 1999 with the cumulative
total return on (i) the Nasdaq Composite Index (the "Nasdaq Index"), and (ii)
the Amex Computer Index (assuming the investment of $100 in the Company's Common
Stock (at the initial public offering price), the Nasdaq Index and the Amex
Computer Index on January 27, 1997 and reinvestment of all dividends).

Measurement points are on February 10, 1998 and the last trading day of the
years ended December 31, 1997, December 31, 1998, and December 31, 1999.

<TABLE>
<CAPTION>
JAWS NASDAQ CORPORATE INDEX AMEX COMPUTER INDEX
---- ---------------------- -------------------
<S> <C> <C> <C>
Feb 10, 98 100.00 100.00 100.00
Jun 30, 98 60.00 111.00 111.00
Dec 31, 98 42.00 128.00 157.00
Jun 30, 99 213.00 157.00 195.00
Dec 31, 99 756.00 238.00 274.00
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PROMOTERS

Robert J. Kubbernus, the Chairman of the Board, Chief Executive Officer and
a Director of the Company, and Bankton Financial Corporation, a company which
provides business and lending advisory services controlled by Robert Kubbernus,
are the promoters of the Company and JAWS Alberta, a wholly-owned subsidiary of
the Company. Bankton Financial Corporation was a founding shareholder in the
Company and beneficial ownership of any shares of the Company owned by Bankton
Financial Corporation are attributed to Mr. Kubbernus. Until January 1, 2000 the
Company did not pay Mr. Kubbernus directly for his services, but rather paid
directly to Bankton Financial Corporation $180,000 per year for Mr. Kubbernus'
services. Bankton and Robert Kubbernus were also founding shareholders of JAWS
Alberta. They each subscribed for shares of the common stock of JAWS Alberta and
paid consideration equal to $0.01 per share for these shares. As described
below, on February 10, 1998, Mr. Kubbernus received 315,000 shares in the common
stock of "e-biz" solutions, inc. (now the Company) worth $315,000 and Bankton
Financial Corporation received 322,000 shares in the common stock of e-biz worth
$322,000, in each case in connection with the acquisition of JAWS Alberta.

13
<PAGE> 16

PURCHASE OF JAWS ALBERTA

On February 10, 1998, when the Company was still known as "e-biz"
solutions, inc., the Company entered into an agreement with the shareholders of
JAWS Alberta to purchase all of the 1,000 issued and outstanding shares of JAWS
Alberta for 1,500,000 restricted shares of "e-biz" solutions, inc.. Pursuant to
this agreement, the following people received common stock of "e-biz" solutions,
inc., in consideration for their shares of JAWS Alberta, as follows:

<TABLE>
<CAPTION>
NUMBER OF E-BIZ
JAWS ALBERTA SHAREHOLDER SHARES RECEIVED
- ------------------------ ---------------
<S> <C>
Robert Kubbernus............................................ 315,000
Bankton Financial Corporation(1)............................ 322,000
Chell McNeill, Inc.(2)...................................... 637,000
</TABLE>

- ---------------
(1) Robert Kubbernus is the controlling shareholder of Bankton Financial
Corporation. Robert Kubbernus is to be granted 200,000 options to purchase
shares of the common stock at $0.50 per share.

(2) Cameron Chell, who resigned as a director of JAWS on November 30, 1999, is
the controlling shareholder of Chell McNeill, Inc. Cameron Chell was also to
be granted 200,000 options to purchase shares of the common stock of "e-
biz" solutions, inc. at $0.50 per share.

TRANSACTIONS WITH THOMSON KERNAGHAN

As of March 31, 2000, Thomson Kernaghan is the holder of 4,915,743 shares
of the Company's common stock, representing 20.19% of the issued and outstanding
shares of common stock of the Company. Pursuant to the terms of a placement
agency between the Company and Thomson Kernaghan, dated February 15, 2000, in
connection with the private placement of 588,238 Units of the Company, each Unit
consisting of one share of common stock and one warrant to purchase one-half
share of common stock for $6.50 per share, at $4.25 per Unit (the "February
Canadian Agency Agreement"), Thomson Kernaghan received a sales commission of 7%
of the offering and a 3% financial advisory fee (an aggregate of $250,001.10).
Also pursuant to the February Canadian Agency Agreement, Thomson Kernaghan also
received 58,824 warrants, each warrant exercisable for one share of common stock
at an exercise price of $4.25 per share.

Pursuant to the terms of a placement agency agreement between the Company
and Thomson Kernaghan, dated December 31, 1999, in connection with the private
placement of 2,176,418 Units of the Company, each Unit consisting of one share
of common stock and one warrant to purchase one-half share of common stock for
$6.50 per share, at $4.25 per Unit (the "Canadian Agency Agreement"), Thomson
Kernaghan received a sales commission of 7% of the offering and a 3% financial
advisory fee (an aggregate of $924,977). Also pursuant to the Canadian Agency
Agreement, Thomson Kernaghan also received 217,642 warrants, each warrant
exercisable for one share of common stock at an exercise price of $4.25 per
share.

In addition, Thomson Kernaghan and the Company have entered into a
consulting agreement effective July 1, 1999 pursuant to which Thomson Kernaghan
provides advisory services to the Company, including without limitation,
advising on business and financial matters. The consulting agreement terminates
on June 30, 2000 unless it is extended by mutual agreement thereafter. Under the
terms of the consulting agreement, the Company has agreed to pay Thomson
Kernaghan the lesser of (i) 7,500 shares of the Company's common stock; and (ii)
that number of shares of the Company's common stock equal to $25,000 divided by
95% of the average price of the Company's common stock for each calendar month
over the year of the agreement. Payments under the consulting agreement are to
be made semi-annually, with the final payment being on June 30, 2000. In
addition, the Company has agreed to pay Thomson Kernaghan a fee of 2% of the
gross value of any merger and acquisition transaction in which Thomson Kernaghan
advises the Company.

On September 25, 1998, the Company entered into a $2,000,000, 10%
Convertible Debenture Agreement with Thomson Kernaghan that included 1,428,572
warrants to purchase 1,428,572 common shares at $0.28 per common share. On April
27, 1999, the Company and Thomson Kernaghan amended the debenture

14
<PAGE> 17

agreement, increasing the principal amount of the convertible debentures to
$5,000,000. Subsequently, a total of $1,520,000 was advanced pursuant to the
amended debenture agreement.

On November 17, 1999, the Company and Thomson Kernaghan executed a
Debenture Acquisition Agreement Amendment and Settlement Agreement (the
"Settlement Agreement") in order to settle the outstanding obligations of the
parties. The Settlement Agreement settles the conversion terms of the $1,520,000
advanced under the amended debenture agreement and the exercise of outstanding
warrants issued under the amended debenture agreement and terminates all further
obligations related to the amended debenture agreement.

Debentures issued pursuant to the amended debenture agreement were
converted to 5,127,672 shares of the Company's common stock and warrants were
exercised for the issuance of 2,180,220 shares in the Company's common stock on
November 23, 1999.

CONSULTING FEES

Since January 1, 2000, Robert J. Kubbernus has been employed directly by
the Company pursuant to the terms of an employment agreement which provides for
an annual base salary of $300,000 per annum. Prior to entering into the
employment agreement the Company paid Bankton Financial Corporation, a company
controlled by Mr. Kubbernus, a consulting fee of $180,000 for services rendered
to the Company by Mr. Kubbernus. Mr. Kubbernus and Bankton Financial Corporation
are shareholders and promoters of the Company and continue to direct and promote
the company's future development.

LEASE OF PREMISES

The Company entered into an agreement to lease premises from Shelbourne
Place Holding Corp. ("Shelbourne"), pursuant to which the Company is renting
approximately 10,000 square feet of commercial space and is obligated to pay
Shelbourne $95,600 per annum, plus operating costs of approximately $42,000 per
annum, for a five-year term commencing November 1, 1998. Riaz Mamdani, a
director and the Chief Financial Officer of the Company, owns a majority of the
shares of Shelbourne. The Company is also the lessee in a lease for
approximately 3,000 sq. ft. with Manufacturers Life under a lease which the
Company entered into prior to entering into its lease with Shelbourne. The
Company vacated these premises in 1998 when it moved into the Shelbourne
premises. The Company pays approximately $31,000 per annum for these premises
and has sub-leased some of this space to offset approximately $13,000 per annum
of the rental expense associated therewith for the remainder of the lease term.

On November 16, 1999, 754615 Alberta Ltd., a corporation owned by entities
controlled by Robert Kubbernus (25%), Riaz Mamdani (25%), Cameron Chell (25%), a
former director of the Company, and Mark Valentine (25%) of Thomson Kernaghan,
made a written offer to acquire an office building located at 630 - 8th Avenue
S.W., Calgary, Alberta. It is anticipated that this transaction will close on or
about April 30, 2000.

On September 30, 1999, Offsite entered into a lease for 3,500 square feet
of office space in the same building referenced above at $12.00 per square foot,
the term of which is to run from January 1, 2000 to December 31, 2004. Offsite
has the option to renew the lease for an additional term of five years at the
prevailing market prices at the time of such renewal. As the lease was entered
into prior to the involvement of 754615 Alberta Ltd., the terms of the lease
were negotiated independently of Offsite's negotiations with the Company.

On March 1, 2000, the Company entered into a lease for 6,809 square feet of
office space, in the same building referenced above at $14 per square foot, the
term of which is to run from April 1, 2000 to March 31, 2005. The Company has
the option to renew the lease for an additional term of five years at the
prevailing market pries at the time of such renewal.

15
<PAGE> 18

TRANSACTIONS WITH FUTURELINK

Robert J. Kubbernus was a director of FutureLink until he resigned in
November 1999. FutureLink is an application service provider and supplies
network and software services to the Company. These services are provided to the
Company on normal commercial terms consistent with the terms FutureLink has with
other clients. In 1998 and 1999 the value of the services provided to the
Company by FutureLink was $76,612 and $84,420, respectively.

TRANSACTIONS WITH GLENTEL INC.

The Company has an alliance with Glentel to explore and develop secure
wireless data products that will incorporate the Company's security products
into applications such as mobile two-way radio, satellite, paging, cellular and
PCS. Because product development is in the planning phase for research and
development, the Company and Glentel have not yet derived any material business
from this alliance and neither the Company nor Glentel presently know what
interest each party will have in any products or services they may jointly
develop. Unless the planning phase is successful in generating a plan for
research and development, the Company may never generate revenues from this
agreement. Glentel is a principle stockholder of the Company.

PROVISION OF STATIONERY AND OFFICE SUPPLIES

Mr. Mamdani was a director of Willsons Stationers, a stationery and office
supplies company, from November 1998 to August 13, 1999. Until recently, the
Company purchased all of its stationery and office supplies from Willsons at
prices paid by non-related parties in arm's-length transactions.

TRANSACTIONS WITH BENNETT JONES

Bennett Jones ("Bennet Jones"), the law firm in which Mr. Burns Q.C., a
director of the Company is a partner, provided legal services to the Company
during the year ended December 31, 1999 and is expected to continue to provide
legal services to the Company in the future. Fees paid to Bennett Jones amounted
to approximately $130,000 for the year ended December 31, 1999. Management
believes that the terms related to such legal services are no less favorable
than those which otherwise are available in the market for those services.

REINCORPORATION IN DELAWARE

INTRODUCTION

For the reasons set forth below, the board of directors of the Company
believes that it is in the best interests of the Company and its stockholders to
change the state of incorporation of the Company from Nevada to Delaware (the
"Reincorporation Proposal"). STOCKHOLDERS ARE URGED TO READ CAREFULLY THIS
SECTION OF THE PROXY STATEMENT, INCLUDING THE RELATED EXHIBITS REFERENCES BELOW
AND ATTACHED HERETO, BEFORE VOTING ON THE REINCORPORATION PROPOSAL. Throughout
this Proxy Statement, the term "JAWS Nevada" or the "Company" refers to JAWS
Technologies, Inc., the existing Nevada corporation, and the term "JAWS
Delaware" refers to JAWS Technologies, Inc., the new Delaware corporation, a
wholly-owned subsidiary of JAWS Nevada, which is the proposed successor to JAWS
Nevada pursuant to the Reincorporation Proposal.

As discussed below, the principal reasons for the Reincorporation Proposal
are the greater flexibility of Delaware corporation law and the substantial body
of case law interpreting that law. The Company believes that its stockholders
will benefit from the well-established principles of corporate governance that
Delaware law affords. The proposed Certificate of Incorporation for JAWS
Delaware (the "Delaware Certificate"), substantially in the form set forth as
Appendix A hereto is substantially similar to the Articles of Incorporation

16
<PAGE> 19

currently in effect for JAWS Nevada (the "Company Articles"), with exceptions
discussed herein, including without limitation, the following:

- The stockholders of JAWS Delaware will be unable to act by written
consent in lieu of a meeting unless the action proposed to be taken, and
the taking of the action by written consent, are approved in advance by
the board of directors of JAWS Delaware;

- The stockholders will be unable to compel the President of JAWS Delaware
to call a special meeting of stockholders;

- Only business stated in the notice of a special meeting of the
stockholders of JAWS Delaware will be conducted at the special meeting;
and

- Stockholder nominations for the election of directors at a meeting of
stockholders and proposals for the conduct of business at an annual
meeting of stockholders will have to be made in advance of the meeting of
stockholders.

The Reincorporation Proposal is not being proposed in order to prevent an
unsolicited takeover attempt, and the Company's board of directors is not aware
of any present attempt by any person to acquire control of the Company, obtain
representation on the Company's board of directors or take any action that would
materially affect the governance of the Company.

The Reincorporation Proposal will be effected by merging JAWS Nevada with
and into JAWS Delaware (the "Merger"). Upon completion of the Merger, JAWS
Nevada, as a corporate entity, will cease to exist and JAWS Delaware will
continue to operate the business of the Company under its current name JAWS
Technologies, Inc.

Pursuant to the Agreement and Plan of Merger, in substantially the form
attached hereto as APPENDIX B(the "Merger Agreement"), each outstanding share of
Common Stock (the "Company Common Stock") will be automatically converted into
one share of JAWS Delaware common stock, par value $0.001 per share (the
"Delaware Company Common Stock"), upon the effective date of the Merger and the
outstanding share of Special Series A Preferred Stock, par value $0.001 per
share, of the Company (the "Series A Preferred Stock"), will be automatically
converted into one share of Special Series A Preferred Stock, par value $0.001
per share, of JAWS Delaware (the "Delaware Company Preferred Stock") upon the
Effective Date of the Merger. EACH STOCK CERTIFICATE REPRESENTING ISSUED AND
OUTSTANDING SHARES OF THE COMMON STOCK OR SERIES A PREFERRED STOCK WILL CONTINUE
TO REPRESENT THE SAME NUMBER OF SHARES OF THE DELAWARE COMPANY COMMON STOCK OR
DELAWARE COMPANY PREFERRED STOCK, AS APPLICABLE. IT WILL NOT BE NECESSARY FOR
STOCKHOLDERS TO EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK
CERTIFICATES OF JAWS DELAWARE. HOWEVER, STOCKHOLDERS MAY EXCHANGE THEIR
CERTIFICATES IF THEY SO CHOOSE. The Common Stock is included for quotation on
the Nasdaq National Market System under the symbol "JAWZ" and, after the Merger,
the Delaware Company Common Stock will continue to be included for quotation on
the Nasdaq National Market System without interruption, under the same symbol
"JAWZ" as the shares of Company Common Stock are currently traded.

Under Nevada law and pursuant to the Company Articles, the affirmative vote
of the holders of at least a majority of the shares of Common Stock and Series A
Preferred Stock outstanding and entitled to vote, voting together as a single
class, are required to approve and adopt the Merger Agreement and the
transactions contemplated thereby. See "Vote Required for the Reincorporation
Proposal." The Reincorporation Proposal has been unanimously approved by the
Company's board of directors. If approved by the stockholders, it is anticipated
that the Merger will become effective as soon as practicable (the "Effective
Date") following the annual meeting of stockholders. However, pursuant to the
Merger Agreement, the Merger may be abandoned or the Merger Agreement may be
amended by the board of directors of the Company (except that certain principle
terms may not be amended without stockholder approval) either before or after
stockholder approval has been obtained and prior to the Effective Date.

17
<PAGE> 20

The discussion set forth below is qualified in its entirety by reference to
the Merger Agreement, the Company Articles of Incorporation, the Company Bylaws,
and the Delaware Certificate and the Delaware Bylaws, copies of which are
attached hereto as Appendices B through D, respectively.

APPROVAL OF THE REINCORPORATION PROPOSAL WILL CONSTITUTE APPROVAL OF THE
MERGER AGREEMENT, THE DELAWARE CERTIFICATE AND THE DELAWARE BYLAWS AND ALL
PROVISIONS THEREOF.

VOTE REQUIRED FOR REINCORPORATION PROPOSAL

Pursuant to Nevada law and the Company Articles, the affirmative vote of
the holders of at least a majority of the votes entitled to be cast by the
holders of Company Common Stock and the Series A Preferred Stock outstanding and
entitled to vote, voting together as a single class, are required to approve and
adopt the Reincorporation Proposal and the transactions contemplated thereby. At
the record date, there were 25,637,897 shares of Company Common Stock
outstanding and 5,374,344 votes that may be cast in respect of the outstanding
share of Special Series A Preferred Voting Stock. Approval of the
Reincorporation Proposal will constitute approval of the Merger Agreement, the
Delaware Certificate and the Delaware Bylaws and the provisions thereof.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSED REINCORPORATION.

PRINCIPLE REASONS FOR THE PROPOSED REINCORPORATION

By changing the state of incorporation of the Company from Nevada to
Delaware, the Company will receive the following advantages:

Prominence; Predictability and Flexibility of Delaware Law. For many
years, Delaware has followed a policy of encouraging incorporation in that
state. In furtherance of that policy, Delaware has been a leader in adopting,
construing and implementing comprehensive, flexible corporate laws responsive to
the legal and business needs of corporations organized in Delaware. Many
corporations, have chosen Delaware initially as a state of incorporation or have
subsequently changed corporate domicile to Delaware in a manner similar to that
proposed by the Company. Because of Delaware's prominence as the state of
incorporation for many major corporations, both the legislature and courts in
Delaware have demonstrated an ability and a willingness to act quickly and
effectively to meet changing business needs. The Delaware courts have developed
considerable expertise in dealing with corporate issues and a substantial body
of case law has developed construing Delaware law and establishing public
policies with respect to corporate legal affairs.

Increased Ability to Attract and Retain Qualified, Directors. Both Nevada
and Delaware law permit a corporation to include a provision in its charter that
reduces or limits the monetary liability of directors for breaches of fiduciary
duty in certain circumstances. The Company believes that, in general, Delaware
case law regarding a corporation's ability to limit director liability is more
developed and provides more guidance than Nevada law.

Well-Established Principles of Corporate Governance. There is substantial
judicial precedent in the Delaware, courts as to the legal principles applicable
to measures that may be taken by a corporation and as to the conduct of the
board of directors of the Company such as under the business judgment rule and
other standards. The Company believes that its stockholders will benefit from
the well-established principles of corporate governance that Delaware law
affords.

No Change in Board Members, Business, Management, Employee Benefit Plans or
Location of Principal Facilities of the Company. The Reincorporation Proposal
will effect only a change in the legal domicile of the Company and certain other
changes of a legal nature, certain of which are described in this Proxy
Statement. The Reincorporation Proposal will NOT result in any change in the
name, business, management, fiscal year, assets or liabilities (except to the
extent of legal and other costs of effecting the Merger) or location of the
principal facilities of the Company. All employee benefit, stock option and
employee stock

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<PAGE> 21

purchase plans of the Company will be assumed and continued by JAWS Delaware,
and each option or right issued pursuant to such plans will automatically be
converted into an option or right to purchase the same number of shares of
Delaware Common Stock, at the same price per share, upon the same terms, and
subject to the same conditions. Stockholders should note that approval of the
Reincorporation Proposal will also constitute approval of the assumption of
these plans by JAWS Delaware. Other employee benefit arrangements of JAWS Nevada
will also be continued by JAWS Delaware upon the terms and subject to the
conditions currently in effect. As noted above, after the Merger, shares of
Delaware Common Stock will continue to be included for quotation on the Nasdaq
National Market System and under the same symbol "JAWZ" as the shares of Company
Common Stock are currently traded. The Company believes that the Reincorporation
Proposal will not affect any of its material contracts with any third parties
and that JAWS Nevada's rights and obligations under such material contracts will
continue and be assumed by JAWS Delaware.

ANTITAKEOVER IMPLICATIONS

Delaware, like many other states, permits a corporation to adopt a number
of measures designed to reduce a corporation's vulnerability to unsolicited
takeover attempts through amendment of the corporation's certificate of
incorporation or bylaws or otherwise. The Reincorporation Proposal is NOT being
proposed in order to prevent such a change in control and the board of directors
of the Company is not aware of any present attempt to acquire control of the
Company or to obtain representation on the Company's board of directors.

The board of directors of the Company, however, believes that future
unsolicited takeover attempts may be unfair or disadvantageous to us and our
stockholders because, among other reasons:

- a non-negotiated takeover bid may be timed to take advantage of
temporarily depressed stock prices;

- a non-negotiated takeover bid may be designed to foreclose or minimize
the possibility of more favorable competing bids or alternative
transactions;

- a non-negotiated takeover bid may involve the acquisition of only a
controlling interest in the Company's stock, without affording all
stockholders the opportunity to receive the same economic benefits; and

- certain of the Company's contractual arrangements provide that they may
not be assigned pursuant to a transaction which results in a "change of
control" of the Company without the prior written consent of the licensor
or other contracting party.

By contrast, in a transaction in which a potential acquirer must negotiate
with an independent board of directors, the board of directors can and should
take account of the underlying and long-term values of the business, technology
and other assets, the possibility of alternative transactions on more favorable
terms, anticipated favorable developments in the business not yet reflected in
the stock price and equality of treatment among all stockholders.

Certain aspects of the Reincorporation Proposal may have the effect of
deterring hostile takeover attempts. Section 203 of the General Corporation Law
of the State of Delaware, from which JAWS Delaware does not intend to opt out
(to the extent it is applicable to JAWS Delaware), restricts certain "business
combinations" with "interested stockholders" for three years following the date
that a person becomes an "interested stockholder," unless the board of directors
approves the business combination.

Despite the belief of the Company's board of directors as to the benefits
to our stockholders of the Reincorporation Proposal, it may be disadvantageous
to the extent that it has the effect of discouraging a future takeover attempt
which is not approved by the Company's board of directors, but which a majority
of the stockholders may deem to be in their best interests or in which
stockholders may receive a substantial premium for their shares over the then
current market value or their cost basis in such shares. As a result of such
effects of the Reincorporation Proposal, stockholders who might wish to
participate in an unsolicited tender offer may not have an opportunity to do so.
In addition, to the extent that provisions of Delaware law

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<PAGE> 22

enable the Company's board of directors to resist a takeover or change in
control of the Company, such provisions could make it more difficult to change
the existing board and management.

THE ARTICLES OF INCORPORATION AND BYLAWS OF THE COMPANY AND THE CERTIFICATE OF
INCORPORATION AND BYLAWS OF JAWS DELAWARE

The provision of the Company Articles and the Company Bylaws (the "Company
Bylaws") are substantially similar to the Delaware Certificate and the bylaws of
JAWS Delaware (the "Delaware Bylaws") with the following exceptions:

- The stockholders will be unable to compel the President of JAWS Delaware
to call a special meeting of stockholders;

- Only business stated in the notice of a special meeting of the
stockholders of JAWS Delaware will be conducted at a special meeting; and

However, while the Company has no present intention to do so, JAWS Delaware
could, in the future, implement certain other changes by amendment to the
Delaware Certificate or the Delaware Bylaws. See "Significant Differences
Between the Corporation Laws of the Nevada and Delaware." This discussion of the
Delaware Certificate and the Delaware Bylaws is qualified by reference to
Appendix C and Appendix D hereto, respectively.

Authorized Capital Stock. The Company Articles currently authorizes the
Company to issue up to 95,000,000 shares of Company Common Stock and 5,000,000
shares of preferred stock, par value $0.001 per share, of the Company ("Company
Preferred Stock"). The Delaware Certificate authorizes JAWS Delaware to issue up
to 95,000,000 shares of Delaware Common Stock and 5,000,000 shares of preferred
stock, par value $0.001 per share, of JAWS Delaware ("Delaware Preferred
Stock"). Like the Company Articles, the Delaware Certificate permits the
Company's board of directors to determine the rights, powers and preferences, if
any, and the qualifications, limitations or restrictions, if any, of the
authorized and unissued Delaware Preferred Stock.

Limitation of Liability of Directors or Officers. The Company Articles and
the Delaware Certificate both provide for the elimination of personal monetary
liability of directors and officers to the maximum extent permissible under the
law of the respective states. The Company Articles, in accordance with the
Nevada law, limit the personal liability of directors or officers of the Company
for breaches of fiduciary duty other than for acts or omissions which involve
intentional misconduct, fraud or knowing violations of law. The Delaware
Certificate, in accordance with Delaware law, limits the personal liability of
directors for breaches of fiduciary duty other than for (i) breaches of the duty
of loyalty to JAWS Delaware or its stockholders, (ii) acts or omissions not in
good faith or involving intentional misconduct or a knowing violation of law,
(iii) unlawful payment of dividend or unlawful purchase or redemption of stock,
or (iv) any transaction from which the director derived an improper personal
benefit. Thus, the Delaware Certificate may not limit to as great an extent as
the Company Articles, the personal liability of directors of JAWS Delaware. In
addition, in compliance with Delaware law, the Delaware Certificate only limits
the personal liability of directors of JAWS Delaware as opposed to both
directors and officers under the Company Articles. For a more detailed
explanation of the foregoing, see "-- Significant Differences Between the
Corporation Laws of Nevada and Delaware."

Removal of Directors. The Company Bylaws provide that the board of
directors of the Company or the shareholders of the Company may, by majority
vote, declare vacant the office of a director who has been

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<PAGE> 23

declared incompetent by an order of a court of competent jurisdiction or if the
director has been convicted of a felony. The Delaware Bylaws provide no similar
removal provision, and in accordance with Delaware law, provide that any
director or the entire board of directors may be removed with or without cause
by the holders of a majority of the voting power of the outstanding shares of
capital stock of JAWS Delaware entitled to vote at an election of directors. For
a more detailed explanation of the foregoing, see "-- Significant Differences
Between the Corporation Laws of Nevada and Delaware."

Filling Vacancies on the Board of Directors. The Company Bylaws, in
accordance with Nevada law, provide that vacancies on the Company's board of
directors may be filled by a majority of the remaining directors, though less
than a quorum. The Delaware Bylaws, in accordance with Delaware law, similarly
provide that vacancies on the board of directors of JAWS Delaware may be filled
by a majority of the remaining directors, although less than a quorum. For a
more detailed explanation of the foregoing, see "-- Significant Differences
Between the Corporation Law of Nevada and Delaware."

Power to Call Special Stockholders' Meetings. The Company Bylaws provide
that special meetings of stockholders may be called by the President or by the
Board of Directors, and must be called by the President at the written request
of not less than 51% of the issued and outstanding shares of capital stock of
the Company. The Delaware Certificate and the Delaware Bylaws, by contrast,
provide that special meetings of stockholders may only be called by the
President or by the Board of Directors and not by any other person. The Delaware
Bylaws do not permit fifty-one percent (51%) or more of the issued and
outstanding shares of capital stock of JAWS Delaware to compel the President, by
their written request, to call a special meeting of stockholders.

The Company Bylaws provide that if, after the filling of any vacancy on the
board of directors, the directors elected by the stockholders constitute less
than a majority of the total number of directors then in office, any holder or
holders of shares representing five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of stockholders to elect the
entire board of directors. The Delaware Bylaws do not give the holders of five
percent (5%) of the total number of stockholders of JAWS Delaware outstanding
and entitled to vote the power to call a special meeting for the purpose of
electing a new board of directors after filling any vacancy on the Board of
Directors. Instead, Delaware law provides that if an annual meeting for the
election of directors is not held for a period of thirty (30) days from the date
designated, or action by written consent in lieu of an annual meeting has not
been taken for a period of thirty (30) days after the date designated, or if no
date has been designated for a period of thirteen months after the last annual
meeting or last action by written consent in lieu of an annual meeting, a
stockholder or director may apply to the Court of Chancery of the State of
Delaware for an order to hold an annual meeting for the election of directors.
For a more detailed explanation of the foregoing, see "-- Significant
Differences Between the Corporation Laws of Nevada and Delaware."

Notice of Stockholder Business and Nominations. The Company Bylaws do not
specifically require stockholders to notify the Company of any proposed business
to be transacted at an annual meeting of stockholders or of any proposed
nominations for the election of directors at an annual or special meeting of
directors. By contrast, the Delaware Bylaws require advance written notice of a
stockholder's intention to propose to nominate a director for election to the
board of directors of JAWS Delaware or to propose business to be conducted at an
annual meeting of the stockholders of JAWS Delaware. Such advanced notice must
be timely, which, in general, requires it to be delivered to the Secretary of
JAWS Delaware at the principal executive offices of JAWS Delaware no later than
the ninetieth (90(th)) day or earlier than the one hundred twentieth (120(th))
day prior to the first anniversary of the preceding year's annual meeting. In
addition, the Delaware Bylaws provide that the stockholder must be present at
the stockholders' meeting to present the proposed nomination or present at the
annual meeting to present the proposed business, for such nomination or
business, as applicable, to be considered at the stockholders' meeting.

Amendment of Bylaws. The Company Bylaws permit, in accordance with Nevada
law, the board of directors to amend the Company Bylaws. The board of directors,
however, may only amend the existing Company Bylaws by the vote of all directors
and may only adopt additional Company Bylaws by the vote of a majority of
directors present.

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<PAGE> 24

In contrast, the Delaware Bylaws provide that the Delaware Bylaws may be
amended or repealed and new Delaware Bylaws adopted by the vote of a majority of
directors present at a meeting at which a quorum of the board of directors is
present.

Actions By Written Consent of Stockholders. The Company Articles do not
prohibit stockholder action by written consent in lieu of a meeting. The
Delaware Certificate, by contrast, prevents the stockholders of JAWS Delaware
from acting by written consent in lieu of a meeting of stockholders unless the
action proposed to be taken, and the taking of the action by written consent,
are approved in advance by the board of directors of JAWS Delaware. For a more
detailed explanation of the foregoing, see "-- Significant Differences Between
the Corporation Laws of Nevada and Delaware."

SIGNIFICANT DIFFERENCES BETWEEN THE CORPORATION LAWS OF NEVADA AND DELAWARE

JAWS Nevada is incorporated under the laws of the State of Nevada and JAWS
Delaware is incorporated under the laws of the State of Delaware. On
consummation of the Merger, the stockholders of the Company, whose rights
currently are governed by Nevada law and the Company Articles and the Company
Bylaws, which were created pursuant to Nevada law, will become stockholders of a
Delaware company, JAWS Delaware, and their rights as stockholders will then be
governed by Delaware law and the Delaware Certificate and the Delaware Bylaws
which were created under Delaware law.

Although the corporate statutes of Nevada and Delaware are similar, certain
differences exist. The most significant differences, in the judgment of the
management of the Company, are summarized below. This summary is not intended to
be complete, and stockholders should refer to the General Corporation Law of the
State of Delaware (the "DGCL") and the Nevada Business Corporation Act ("Nevada
law") to understand how these laws apply to the Company and JAWS Delaware.

Classified Board of Directors. The DGCL permits any Delaware corporation
to classify its board of directors into as many as three classes as equally as
possible with staggered terms of office. After initial implementation of a
classified board, one class will be elected at each annual meeting of the
stockholders to serve for a term of one, two or three years (depending upon the
number of classes into which directors are classified) or until their successors
are elected and take office. Nevada law also permits corporations to classify
boards of directors provided that at least one-fourth of the total number of
directors is elected annually. The Company does not have a classified board, nor
will JAWS Delaware's board of directors be classified in connection with the
Merger.

Removal of Directors. With respect to removal of directors, under the
Nevada law, any one or all of the directors of a corporation may be removed by
the holders of not less than two-thirds of the voting power of a corporation's
issued and outstanding stock. Nevada does not distinguish between removal of
directors with and without cause. Under the Delaware Law, directors of a
corporation without a classified board may be removed with or without cause, by
the holders of a majority of shares then entitled to vote in an election of
directors.

Special Meetings of Stockholders. The DGCL permits special meetings of
stockholders to be called by the board of directors or by any other person
authorized in the certificate of incorporation or bylaws to call a special
stockholder meeting. Nevada law does not address the manner in which special
meetings of stockholders may be called. The Company Bylaws provide that special
meetings of the stockholders may be called by the President or by JAWS Nevada's
board of directors, and must be called by the President at the written request
of not less than 51% of the issued and outstanding shares of capital stock of
the Company. The Delaware Certificate and the Delaware Bylaws provide that the
President or JAWS Delaware's board of directors may call a special meeting of
the stockholders, but do not provide that the President must call a special
meeting of the stockholders if not less than 51% of the issued and outstanding
shares of capital stock of JAWS Delaware request in writing.

The DGCL also provides that if a corporation fails to hold an annual
meeting for the election of directors or there is no written consent to elect
directors in lieu of an annual meeting taken, in both cases for a period of
thirty (30) days after the date designated for the annual meeting, a director or
stockholder of the corporation

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may apply to the Court of Chancery of the State of Delaware to order an annual
meeting for the election of directors.

Cumulative Voting. Cumulative voting for directors entitles stockholders
to cast a number of votes that is equal to the number of voting shares held
multiplied by the number of directors to be elected. Stockholders may cast all
such votes either for one nominee or distribute such votes among up to as many
candidates as there are positions to be filled. Cumulative voting may enable a
minority stockholder or group of stockholders to elect at least one
representative to the board of directors where such stockholders would not
otherwise be able to elect any directors.

Nevada law permits cumulative voting in the election of directors as long
as the articles of incorporation provide for cumulative voting and certain
procedures for the exercise of cumulative voting are followed. A Delaware
corporation may provide for cumulative voting in the corporation's certificate
of incorporation. The Company opted out of cumulative voting by failing to
include a provision granting cumulative voting rights in the Company Articles.
JAWS Delaware also did not adopt cumulative voting in that the Delaware
Certificate will not provide for cumulative voting in the election of directors.

Because neither the Company or JAWS Delaware utilizes cumulative voting,
there will be no difference in stockholders' rights with respect to this issue.

Vacancies. Under the DGCL, subject to the rights, if any, of any series of
preferred stock to elect directors and to fill vacancies on the board of
directors, vacancies on the board of directors may be filled by the affirmative
vote of a majority of the remaining directors then in office, even if less than
a quorum. Any director so appointed will hold office for the remainder of the
full term of the class of directors in which the vacancy occurred.

Similarly, Nevada law provides that vacancies may be filled by a majority
of the remaining directors, though less than a quorum, unless the articles of
incorporation provide otherwise. The Company Bylaws and the Delaware Bylaws
address the issue of director vacancies in the same manner. Therefore, the
change from Nevada law to Delaware law will not alter stockholders' rights with
respect to filling vacancies.

Indemnification of Officers and Directors and Advancement of
Expenses. Delaware and Nevada have substantially similar provisions regarding
indemnification by a corporation of its officers, directors, employees and
agents. Delaware and Nevada law differ in their provisions for advancement of
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding. The DGCL provides that expenses incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. A Delaware corporation has the discretion to decide whether
or not to advance expenses, unless its certificate of incorporation or bylaws
provides for mandatory advancement. Under Nevada law, the articles of
incorporation, bylaws or an agreement made by the corporation may provide that
the corporation must pay advancements of expenses in advance of the final
disposition of the action, suit or proceedings upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined that he or she is not entitled to be indemnified by the corporation.
Thus, a Nevada corporation may have no discretion to decide whether or not to
advance expenses to directors or officers. There will be no difference in
stockholders' rights with respect to this issue because the Company Articles and
the Delaware Certificate each provide for the mandatory advancement of expenses
of directors and officers. In addition, the board of directors of JAWS Delaware
will be required to indemnify directors and officers. The board of directors of
JAWS Delaware will retain the discretionary authority to authorize the
indemnification of employees and agents, subject to certain conditions under the
Delaware law.

Limitation on Personal Liability of Directors. A Delaware corporation is
permitted to adopt provisions in its certificate of incorporation limiting or
eliminating the liability of a director to a company and its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
liability does not arise from certain proscribed conduct, including breach of
the duty of loyalty, acts or omissions not in good

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<PAGE> 26

faith or which involve intentional misconduct or a knowing violation of law or
liability to the corporation based on unlawful dividends or distributions or
improper personal benefit. The Delaware Certificate will limit the liability of
directors to JAWS Delaware to the fullest extent permitted by law.

While Nevada law has a similar provision permitting the adoption of
provisions in the articles of incorporation limiting personal liability, the
Nevada provision differs in two respects. First, the Nevada provisions applies
to both directors and officers. Second, while the Delaware provision excepts
from limitation on liability of breach of the duty of loyalty, the Nevada
counterpart does not contain this exception. Thus, the Nevada provision
expressly permits a corporation to limit the liability of officers, as well as
directors, and permits limitation of liability arising from a breach of the duty
of loyalty. The Company Articles limits the personal liability to the Company of
both directors and officers. The Delaware Certificate adopts a narrower
limitation on liability, and officers will therefore remain potentially liable
to JAWS Delaware. JAWS Delaware, however, may determine to indemnify such
persons in its discretion subject to the conditions of the Delaware law and the
Delaware Certificate.

Dividends. The DGCL is more restrictive than Nevada law with respect to
when dividends may be paid. Under the Delaware law, unless further restricted in
the certificate of incorporation, a corporation may declare and pay dividends,
out of surplus, or if no surplus exists, out of net profits for the fiscal year
in which the dividend is declared and/or the preceding fiscal year (provided
that the amount of capital of the corporation is not less than the aggregate
amount of the capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets). In addition, the
Delaware Law provides that a corporation may redeem or repurchase its shares
only if the capital of the corporation is not impaired and such redemption or
repurchase would not impair the capital of the corporation.

Nevada law provides that no distribution (including dividends on, or
redemption or repurchases of, shares of capital stock) may be made if, after
giving effect to such distribution, the corporation would not be able to pay its
debts as they become due in the usual course of business, or, except as
specifically permitted by the articles of incorporation, the corporation's total
assets would be less than the sum of its total liabilities plus the amount that
would be needed at the time of a dissolution to satisfy the preferential rights
of preferred stockholders.

Restrictions on Business Combinations. Both the DGCL and Nevada law
contain provisions restricting the ability of a corporation to engage in
business combinations with an interested stockholder. Under the DGCL, a
corporation which is listed on a national securities exchange, included for
quotation on the Nasdaq Stock Market or held of record by more than 2,000
stockholders, is not permitted to engage in a business combination with any
interested stockholder for a three-year period following the time such
stockholder became an interested stockholder, unless (i) the transaction
resulting in a person becoming an interested stockholder, or the business
combination, is approved by the board of directors of the corporation before the
person becomes an interested stockholder; (ii) the interested stockholder
acquires 85% or more of the outstanding voting stock of the corporation in the
same transaction that makes it an interested stockholder (excluding shares owned
by persons who are both officers and directors of the corporation, and shares
held by certain employee stock ownership plans); or (iii) on or after the date
the person becomes an interested stockholder, the business combination is
approved by the corporation's board of directors and by the holders of at least
66 2/3% of the corporation's outstanding voting stock at an annual or special
meeting (and not by written consent), excluding shares owned by the interested
stockholder. The DGCL defines "interested stockholder" generally as a person who
owns 15% or more of the outstanding shares of a corporation's voting stock.

Nevada law regulates business combinations more stringently. First, an
"interested stockholder" is defined as a beneficial owner (directly or
indirectly) of ten percent (10%) or more of the voting power of the outstanding
shares of the corporation. Second, the three-year moratorium can be lifted only
by advance approval by a corporation's board of directors. Finally, after the
three-year period, combinations with "interested stockholders" remain prohibited
unless (i) they are approved by the board of directors, the disinterested
stockholders or a majority of the outstanding voting power not beneficially
owned by the interested party, or (ii) the interested stockholders satisfy
certain fair value requirements. As in Delaware, a Nevada corporation may
opt-out of the statute with appropriate provisions in its articles of
incorporation.

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<PAGE> 27

Neither the JAWS Nevada, nor JAWS Delaware have opted out of the applicable
statutes with appropriate provisions of the Company Articles or the Delaware
Certificate.

Amendment to Articles of Incorporation/Certificate of Incorporation or
Bylaws. In general, both the DGCL and Nevada law require the approval of the
holders of a majority of all outstanding shares entitled to vote to approve
proposed amendments to a corporation's certificate/articles of incorporation.
Both the DGCL and Nevada law also provide that in addition to the vote above,
the vote of a majority of the outstanding shares of a class may be required to
amend the certificate of incorporation or articles of incorporation. Neither
state requires stockholder approval for the board of directors of a corporation
to fix the voting powers, designation, preferences, limitations, restrictions
and rights of a class of stock provided that the corporation's organizational
documents grant such power to its board of directors. Both Nevada law and the
DGCL permit, in general, the number of authorized shares of any such class of
stock to be increased or decreased (but not below the number of shares then
outstanding) by the board of directors unless otherwise provided in the articles
of incorporation or resolution adopted pursuant to the certificate of
incorporation, respectively.

Actions by Written Consent of Stockholders. Nevada law and the DGCL each
provide that, unless the articles/certificate of incorporation provides
otherwise, any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if the holders of outstanding stock
having at least the minimum number of votes that would be necessary to authorize
or take such action at a meeting consents to the action in writing. In addition,
the DGCL requires the corporation to give prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent to
those stockholders who did not consent in writing. The Company Articles do not
limit stockholder action by written consent. By contrast, however, the Delaware
Certificate does limit stockholder action by written consent. Pursuant to the
Delaware Certificate, the stockholders of JAWS Delaware will be unable to act by
written consent in lieu of a meeting unless the action proposed to be taken, and
the taking of the action by written consent, are approved in advance by the
board of directors of JAWS Delaware.

Stockholder Vote for Mergers and Other Corporation Reorganizations. In
general, both jurisdictions require authorization by an absolute majority of
outstanding shares entitled to vote, as well as approval by the board of
directors, with respect to the terms of a merger or a sale of substantially all
of the assets of the corporation. The DGCL does not require a stockholder vote
of the surviving corporation in a merger (unless the corporation provides
otherwise in its certificate of incorporation) if: (a) the merger agreement does
not amend the existing certificate of incorporation; (b) each share of stock of
the surviving corporation outstanding immediately before the effective date of
the merger is an identical outstanding share after the merger; and (c) either no
shares of common stock of the surviving corporation and no shares, securities or
obligations convertible into such stock are to be issued or delivered under the
plan of merger, or the authorized unissued shares or shares of common stock of
the surviving corporation to be issued or delivered under the plan of merger
plus those initially issuable upon conversion of any other shares, securities or
obligations to be issued or delivered under such plan do not exceed twenty
percent (20%) of the shares of common stock of such constituent corporation
outstanding immediately prior to the effective date of the merger. Nevada law
does not require a stockholder vote of the surviving corporation in a merger
under substantially similar circumstances.

Dissenters' Rights. In both jurisdictions, dissenting stockholders of a
corporation engaged in certain major corporate transactions are entitled to
appraisal rights. Appraisal rights permit a stockholder to receive cash equal to
the fair value of the stockholder's shares, in lieu of the consideration such
stockholder would otherwise receive in any such transaction.

Under the DGCL, such fair market value is determined exclusive of any
element of value arising from the accomplishment or expectation of the merger or
consolidation, and such appraisal rights are not available: (a) with respect to
the sale, lease or exchange of all or substantially all of the assets of a
corporation; (b) with respect to a merger or consolidation by a corporation the
shares of which are either listed on a national securities exchange or are held
of record by more than 2,000 holders if such stockholders receive only shares of
the surviving corporation or shares of any other corporation that are either
listed on a national securities exchange or held of record by more than 2,000
holder, plus cash in lieu of fractional shares of such

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<PAGE> 28

corporations; or (c) to stockholders of a corporation surviving a merger if no
vote of the stockholders of the surviving corporation is required to approve the
merger under Delaware law.

Under Nevada law, a stockholder is entitled to dissent from, and obtain
payment for the fair value of his or her shares in the event of the consummation
of a plan of merger or plan of exchange in which the corporation is a party and
to the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provide that voting or nonvoting stockholders are entitled to
dissent and obtain payment for their shares any corporate action taken pursuant
to a vote of the stockholders. As with the DGCL, Nevada law provides an
exception to dissenters' rights. Holders of securities (i) listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the NASD, (ii) held by more than 2,000
stockholders of record, or (iii) who are not required to vote on the plan of
merger, are generally not entitled to dissenters' rights, unless (A) the
articles of incorporation of the corporation issuing the shares provide
otherwise or (B) the holders of the class or series are required to accept
anything other than (or a combination of such consideration) cash, owners
interest, or cash in lieu of fractional shares and owner's interest in the
surviving entity or another entity whose shares were listed on a national
exchange, the NASD or held by at least 2,000 holders of record.

Stockholder Inspection Rights. The DGCL grants any stockholder the right
to inspect and to copy for any proper purpose the corporation's stock ledger, a
list of its stockholders, and its other records. A proper purpose is one
reasonably related to such person's interest as a stockholder. Directors also
have the right to examine the corporation's stock ledger, a list of its
stockholders and its other records for a purpose reasonably related to their
positions as directors.

Nevada law provides the right to inspect the corporation's financial
records for only a shareholder who (i) owns at least 15% of the corporation's
issued and outstanding shares, or (ii) has been authorized in writing by the
holder(s) of at least 15% of the issued and outstanding shares. To inspect the
corporation's stock ledger, the stockholder must have been a stockholder of
record for six months prior to demanding inspection.

Stockholder Derivative Suits. Under both the DGCL and Nevada law, a
stockholder may bring a derivative action on behalf of the corporation only if
the stockholder was a stockholder of the corporation at the time of the
transaction in question or the stockholder acquired the stock thereafter by
operation of law.

Dissolution. Under Nevada law, if a corporation has issued stock, the
board of directors must act to recommend dissolution of the corporation to the
stockholders of the corporation to effect a dissolution of the corporation. The
corporation must notify each stockholder entitled to vote on dissolution and the
stockholders entitled to vote thereon must approve the dissolution. Under the
DGCL, unless the board of directors of JAWS Delaware approves the proposal to
dissolve, the dissolution must be unanimously approved by the written consent of
stockholders entitled to vote thereon. Only if the dissolution is initially
approved by the board of directors may the dissolution be approved by a majority
of the stockholders of JAWS Delaware entitled to vote thereon.

Interested Director Transactions. Under both Nevada and Delaware law,
certain contracts or transactions in which one or more of a corporation's
directors has an interest are not void or voidable because of such interest,
provided that certain conditions, such as obtaining the required approval and
fulfilling the requirements of good faith and full disclosure, are met. With
certain minor exceptions, the conditions are similar under Nevada and Delaware
law.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax
consequences of the Merger to JAWS Nevada and its stockholders.

26
<PAGE> 29

The Company has received an opinion from Paul, Hastings, Janofsky & Walker
LLP to the effect that the Merger will constitute a tax-free reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the
"Code"), and that for federal income tax purposes:

(1) Neither JAWS Nevada nor its stockholders will recognize any gain
or loss by reason of the exchange of JAWS Nevada Common Stock for JAWS
Delaware Common Stock, or the transfer of assets (subject to liabilities)
by JAWS Nevada to JAWS Delaware in connection with the Merger.

(2) The shares of JAWS Delaware Common Stock issued as a result of the
Merger in the hands of a stockholder will have an aggregate basis for
computing gain or loss equal to the aggregate basis of shares of JAWS
Nevada Common Stock (less that portion, if any, allocable to fractional
shares) held by that stockholder immediately prior to the Merger.

(3) The holding period of the shares of JAWS Delaware Common Stock
issued as a result of the Merger in the hands of a stockholder will include
the period during which the stockholder held the shares of JAWS Nevada
Common Stock prior to the Merger provided the shares of JAWS Nevada Common
Stock were held as a capital asset at the effective time of the Merger.

The tax analysis and conclusions stated above are limited to certain U.S.
federal income tax consequences of the Merger. Tax consequences to foreign
persons may vary depending on the law of the applicable jurisdiction. Each
stockholder is urged to consult such stockholder's tax advisor to determine the
specific tax consequences of the Merger to such stockholder.

RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The board of directors of the Company, upon the recommendation of the Audit
Committee, has selected the accounting firm of Ernst & Young LLP to serve as
independent auditors of the Company for the fiscal year ending December 31,
2000, Ernst & Young LLP has served as the Company's independent auditors since
the Company's inception in January 1997 and is considered by management of the
Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity. A
representative of Ernst & Young LLP will be present at the Annual Meeting, will
be given the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.

Although the Company is not required to submit the ratification of the
selection of its independent auditors to a vote of shareholders, the Company's
board of directors believes that it is a sound policy to do so. In the event
that the majority of the votes cast are against the selection of Ernst & Young
LLP, the directors will consider the vote and the reasons therefor in future
decisions on the selection of independent auditors.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY.

OTHER MATTERS

The Company's board of directors does not know of any other matters which
may come before the meeting. However, if any other matters are properly
presented to the meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile and personal interviews. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and the Company will reimburse
27
<PAGE> 30

them for their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy materials.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Calgary, Alberta, Canada not later than December 31, 2000 for inclusion in
the proxy statement for that meeting.

By Order of the Board of Directors

VIKKI ROBINSON
Secretary

April 28, 2000

THE BOARD OF DIRECTORS OF THE COMPANY ENCOURAGES STOCKHOLDERS TO ATTEND THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR
COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE
THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

28
<PAGE> 31

APPENDIX A-1

PROPOSED MINUTES OF 1999 STOCKHOLDERS' MEETING

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF JAWS TECHNOLOGIES INC.

JANUARY 8, 1999

An Annual General Meeting of Shareholders for JAWS Technologies Inc. was
held on Friday, January 8, 1999 at the Eau Claire Room North in the Westin Hotel
at 3:00pm.

Mr. Robert Kubbernus called the meeting to order at 3:15pm Calgary time.
Mr. Kubbernus acted as Chairman of the meeting.

OPENING REMARKS

Mr. Kubbernus called attention to the Order of Business for the meeting and
introduced Vikki Robinson as secretary of the meeting, Vera Gmitter as
minute-taker of the meeting, Joan Moody and Susan McDonald of Alberta Compliance
Services as scrutineers of the meeting and US Stock Transfer as proxy validator
and tabulator. Mr. Kubbernus also introduced members of the senior management
team who were present, Mr. Mitch Tarr, Mr. Garry Leitch, Ms. Vera Gmitter and
Mr. Tej Minhas.

INTRODUCTION OF BOARD'S PROXIES

Mr. Kubbernus introduced himself and Mr. Cameron Chell as the proxies
appointed for this meeting by the Board of Directors.

INTRODUCTION OF DIRECTOR NOMINEES

Mr. Kubbernus introduced the members of the Board who were up for
re-election. Present were Mr. Robert Kubbernus and Mr. Cameron Chell. Not
present were Ms. Julia Johnson and Mr. Arthur Wong.

EVIDENCE OF NOTICE

Ms. Robinson submitted the affidavit of mailing in which notice of the
meeting was given to shareholders commencing on December 11, 1998.

PROXY REGISTRATION

Mr. Kubbernus asked if there was anyone at the meeting who was acting as
proxy for an absent shareholder and who had not presented evidence of his or her
authority. No one at the meeting responded to this question.

QUORUM NOTED

Mr. Kubbernus stated that the Inspector of Election had certified that a
quorum was present and that the meeting may proceed.

CHAIRMAN'S SPEECH

Mr. Kubbernus then delivered a speech regarding the events of 1998. Mr.
Kubbernus then opened the floor for questions and discussions. Mr. Kubbernus
then moved on to the formal items of business for the meeting.
<PAGE> 32

INSPECTOR'S REPORT

Ms. Robinson announced that the report from US Stock Transfer stated that
they had supervised the verification of proxies received by JAWS Technologies
Inc. for use at this meeting and had deposited with the secretary all proxies
executed by shareholders of record on November 10, 1998. Mr. Kubbernus then
asked for a motion to adopt the report, place it on file and insert a copy into
the minutes of this meeting. Mr. Cameron Chell moved that the Inspector's report
be adopted, placed on file and inserted into the minutes of the meeting. Riaz
Mamdani seconded the motion.

BALLOT ITEMS / POLLS OPEN

Mr. Kubbernus declared that the meeting would now address the four items of
business as outlined and described in detail in the proxy statement and then
declared the polls open.

ELECTION OF DIRECTORS

Ms. Robinson formally placed the board's slate of directors before the
meeting. Mr. Mamdani seconded all nominees. Mr. Kubbernus asked if there was any
discussion and there was none so he declared the nominations closed.

INCREASE THE AUTHORIZED SHARES

Ms. Robinson declared that the Board of Directors had approved a proposal
to increase the authorized shares of the Company and amend the articles of
incorporation to reflect such increase. Mr. Mamdani seconded the proposal. Mr.
Kubbernus asked if there was any discussion and there was none.

STOCK OPTION PLAN

Mr. Kubbernus declared that it was now in order to consider to approve the
Company's 1998 Stock Option Plan but noted that the Plan attached to the proxy
material mailed to shareholders contained an error. He also stated that it was
the Board of Director's original intent to have a maximum of 20% of the issued
and outstanding shares reserved for the granting of stock options and not the
1,400,000 shares stated in the proxy. He then stated that he would like to
adjourn this motion until February 4, 1999 in order to have time to change the
plan to reflect the Board's original intent. Ms. Robinson then stated that the
Board of Director's had approved a proposal to adjourn the motion. Mr. Mamdani
seconded the proposal. Mr. Kubbernus asked if there was any discussion and there
was none.

TRANSACT SUCH OTHER BUSINESS

Ms. Robinson stated that the Board of Directors had approved a proposal to
transact such other business as may properly come before the meeting or any
adjournment. Mr. Mamdani seconded the proposal. Mr. Kubbernus asked if there was
any discussion and there was none.

DISTRIBUTION OF BALLOTS / CLOSE POLLS

Mr. Kubbernus announced that any shareholder who has not already voted by
proxy could vote by ballot at this time. Two shareholders voted by ballot and
gave the ballots to Joan Moody from Alberta Compliance Services. There was a
short pause for the collection of ballots and Mr. Kubbernus then declared the
polls closed.

2
<PAGE> 33

REPORT OF INSPECTOR OF ELECTIONS PRELIMINARY RESULTS

Ms. Robinson read the preliminary results based on the voting of shares
represented by valid proxies on file and tabulated that morning to show that the
election of the four directors to serve on the board until the next annual
general meeting of shareholders had been approved.

There were not enough votes collected to pass the board's request to
increase the authorized shares of the Company and to amend the company's
articles of incorporation to reflect such increase, therefore this motion would
be adjourned until February 4, 1999 so that the votes could be collected.

The Board's request to approve the Company's 1998 Stock Option Plan would
be adjourned until February 4, 1999 for reasons of an error in the proxy
statement.

The Board's request to transact such other business as may properly come
before the meeting or any adjournment had been approved.

This concluded the report of preliminary voting and that the final results
would be announced prior to February 10, 1999.

ADJOURNMENT

Mr. Kubbernus asked for a motion to adjourn the meeting with respect to
items 2 & 3 until February 4, 1999 at 3:00pm at the Westin Hotel. Mr. Cameron
Chell moved that the Annual Meeting of Shareholders of 1999 reconvene with items
two and three on February 4, 1999 at 3:00pm at the Westin Hotel. Mr. Mamdani
seconded the motion. Mr. Kubbernus ordered that it be so.

- ---------------------------------------------------------
Secretary

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<PAGE> 34

APPENDIX A-2

PROPOSED MINUTES OF 1999 RECONVENED STOCKHOLDERS' MEETING

MINUTES OF THE RECONVENED MEETING OF SHAREHOLDERS
OF JAWS TECHNOLOGIES INC.

FEBRUARY 4, 1999

A reconvened Meeting of Shareholders for JAWS Technologies Inc. was held on
Thursday, February 4, 1999 at the Lakeview Mount Royal Room in the Westin Hotel
at 3:00pm.

Mr. Robert Kubbernus called the meeting to order at 3:11pm Calgary time.
Mr. Kubbernus acted as Chairman of the meeting.

INTRODUCTION OF THE BOARD'S PROXIES

Mr. Kubbernus introduced himself and Ms. Vikki Robinson as the proxies
appointed for this meeting by the Board of Directors.

INTRODUCTION OF INSPECTOR OF ELECTION

Mr. Kubbernus introduced Joan Moody and Susan McDonald of Alberta
Compliance Services as the appointed scrutineers and US Stock Transfer as proxy
validator and tabulator.

EVIDENCE OF NOTICE

Ms. Robinson declared that as well as the original notice of mailing to
shareholders on December 10, 1998 for the January 8, 1999 meeting that notice
was again mailed on January 19, 1999 and submitted an affidavit to that effect.

QUORUM NOTED

Mr. Kubbernus stated that the Inspector of Election had certified that a
quorum was present and that the meeting may proceed.

INSPECTOR'S REPORT

Ms. Robinson announced that the report from US Stock Transfer stated that
they had supervised the verification of proxies received by JAWS Technologies
Inc. for use at this meeting and had deposited with the Secretary all proxies
executed by shareholders of record on November 10, 1998. Mr. Kubbernus then
asked for a motion to adopt the report, place it on file and insert a copy into
the minutes of this meeting. Ms. Vera Gmitter moved that the Inspector's report
be adopted, placed on file and inserted into the minutes of the meeting. Mr.
Riaz Mamdani seconded the motion.

BALLOT ITEMS / POLLS OPEN

Mr. Kubbernus declared that the meeting would now address the two item of
business and declared the polls open.
<PAGE> 35

INCREASE THE AUTHORIZED SHARES

Ms. Robinson declared that the Board of Directors had approved a proposal
to increase the authorized shares of the Company and to amend the Company's
Articles of Incorporation to reflect such an increase. Mr. Mamdani seconded the
proposal. Mr. Kubbernus asked if there was any discussion and there was none.

STOCK OPTION PLAN

Ms. Robinson declared that the Board of Directors had approved a proposal
to approve the Company's 1998 Stock Option Plan as amended in the notice of
adjournment. Mr. Mamdani seconded the proposal. Mr. Kubbernus asked if there was
any discussion and there was none.

CLOSE POLLS

Mr. Kubbernus declared the polls closed.

REPORT OF INSPECTOR OF ELECTIONS PRELIMINARY RESULTS

Ms. Robinson read the preliminary results based on the voting of shares
represented by valid proxies on file and tabulated that morning to show that the
board's request to increase the Company's authorized shares and to amend the
Company's Articles of Incorporation to reflect such increase had passed.

The Board's request to approve the Company's 1998 Stock Option Plan as
amended in the notice of adjournment had been passed.

This concluded the report of preliminary voting and that the final results
would be announced prior to March 5, 1999.

CLOSING

Mr. Kubbernus asked for a motion to close the adjourned meeting of
shareholders of 1999. Ms. Vera Gmitter moved that the adjourned annual meeting
of shareholders of 1999 be closed. Mr. Mamdani seconded the motion. Mr.
Kubbernus ordered that it be so.

- ---------------------------------------------------------
Secretary

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<PAGE> 36

APPENDIX B

FORM OF MERGER AGREEMENT

AGREEMENT AND PLAN OF MERGER

JAWS TECHNOLOGIES, INC.
(A NEVADA CORPORATION)

WITH AND INTO

JAWS TECHNOLOGIES, INC.
(A DELAWARE CORPORATION)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of April 28, 2000 between JAWS TECHNOLOGIES, INC., a Nevada corporation
("JAWS Nevada"), and, JAWS TECHNOLOGIES, INC., a Delaware corporation ("JAWS
Delaware").

RECITALS

WHEREAS, JAWS Nevada is a corporation duly organized and existing under the
laws of the State of Nevada;

WHEREAS, JAWS Delaware is a corporation duly organized and existing under
the laws of the State of Delaware; and

WHEREAS, the Board of Directors of each of JAWS Nevada and JAWS Delaware
deem it desirable to merge JAWS Nevada with and into JAWS Delaware so that JAWS
Delaware is the surviving corporation on the terms provided herein (the
"Merger").

NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I

MERGER

1.1 The Merger. Upon the Effective Date (as defined in Section 1.5) and
subject to and upon the terms of conditions provided in this Agreement and the
applicable provisions of the General Corporation Law of the State of Delaware
(the "DGCL") and the General Corporation Law of the State of Nevada (the
"NGCL"), JAWS Nevada will merge with and into JAWS Delaware, the separate
corporate existence of JAWS Nevada shall cease, and JAWS Delaware shall be the
surviving corporation. JAWS Delaware is hereinafter sometimes referred to as the
"Surviving Corporation."

1.2 Constituent Corporations. The name, address, jurisdiction of
organization and governing law of each of the constituent corporations is as
follows:

(a) JAWS Technologies, Inc., a corporation organized under and
governed by the laws of the State of Nevada with an address at 1013 17th
Avenue S.W., Calgary, Alberta, Canada T2T 0A7; and

(b) JAWS Technologies, Inc., a corporation organized under and
governed by the laws of the State of Delaware with an address at 1013 17th
Avenue S.W., Calgary, Alberta, Canada T2T 0A7.

1.3 Surviving Corporation. JAWS Technologies, Inc., a corporation
organized under the laws of the State of Delaware, shall be the surviving
corporation.
<PAGE> 37

1.4 Address of Principal Office of Surviving Corporation. The address of
the principal office of JAWS Delaware as the Surviving Corporation shall be 1013
17th Avenue Southwest, Calgary, Alberta, Canada T2T 0A7.

1.5 Closing: Effective Date. The Merger shall be effective (the
"Effective Date"), on the date upon which the last of the following shall have
been completed:

(a) This Agreement and the Merger shall have been adopted and
recommended to the stockholders of JAWS Nevada by the board of directors of
JAWS Nevada and approved by a majority voting power of JAWS Nevada, in
accordance with the requirements of the DGCL and the NGCL;

(b) This Agreement and the Merger shall have been adopted and approved
by the board of directors of JAWS Delaware in accordance with the
requirements of the DGCL;

(c) No vote of the stockholders of JAWS Delaware shall be necessary to
approve this Agreement and authorize the Merger because no shares of JAWS
Delaware shall have been issued prior to the adoption by the board of
directors of JAWS Delaware of the resolution approving this Agreement;

(d) The effective date of the Merger as stated in the executed
Articles of Merger filed with the Secretary of State of the State of
Nevada; and

(e) An executed Certificate of Merger or an executed counterpart of
this Agreement meeting the requirements of the DGCL shall have been filed
with the Secretary of State of the State of Delaware.

1.6 Effect of the Merger. The effect of the Merger shall be as provided
in this Agreement, the Certificate of Merger, and the applicable provisions of
the DGCL and the NGCL. Without limiting the foregoing, on the Effective Date,
all the property, rights, privileges, powers and franchises of JAWS Nevada shall
vest in JAWS Delaware, as the Surviving Corporation, and all debts, liabilities
and duties of JAWS Nevada shall become the debts, liabilities and duties of JAWS
Delaware, as the Surviving Corporation.

1.7 Certificate of Incorporation; Bylaws.

(a) From and after the Effective Date, the Certificate of Incorporation of
JAWS Delaware as in effect immediately prior to the Effective Date, shall be the
Certificate of Incorporation of the Surviving Corporation.

(b) From and after the Effective Date, the Bylaws of JAWS Delaware as in
effect immediately prior to the Effective Date, shall be the Bylaws of the
Surviving Corporation.

1.8 Directors and Officers of the Surviving Corporation. From and after
the Effective Date, the directors or officers of JAWS Delaware serving as
directors or officers of JAWS Delaware immediately prior to the Effective Date,
shall be the directors and officers of the Surviving Corporation.

ARTICLE II

CONVERSION OF SHARES

2.1 Conversion of Stock. Upon the Effective Date, by virtue of the Merger
and without any action on the part of the holders of any outstanding shares of
capital stock or other securities of JAWS Nevada, each share of common stock of
JAWS Nevada, par value $0.001 per share ("Company Common Stock"), issued and
outstanding or held in treasury immediately prior to the Effective Date shall be
converted into one (1) fully paid and nonassessable share of Common Stock, par
value $0.001 per share, of the Surviving Corporation ("Delaware Common Stock"),
and the sole share of Special Series A Preferred Stock of JAWS Nevada, par value
$0.001 per share ("Company Preferred Stock"), issued and outstanding immediately
prior to the Effective Date shall be converted into one (1) fully paid and
nonassessable share of Special Series A Preferred Stock, par value $0.001 per
share, of the Surviving Corporation ("Delaware Preferred Stock"). Upon the
Effective Date, by virtue of the Merger and without any action on the part of
the holders of any outstanding shares of capital stock or other securities of
JAWS Nevada, each certificate which, immediately prior to the Effective Date
represented a share or shares of Company Common Stock or the share of Company

2
<PAGE> 38

Preferred Stock shall represent an equivalent number of shares of Delaware
Common Stock or Delaware Preferred Stock, as applicable.

2.2 Delaware Common Stock. Upon the Effective Date, each share of
Delaware Common Stock or Delaware Preferred Stock issued and outstanding
immediately prior to the Merger, if any, shall, by virtue of the Merger and
without any action by the holder thereof or JAWS Delaware, cease to be
outstanding, and shall be canceled and returned to the status of authorized but
unissued shares and any holder of certificates which immediately prior to the
Effective Date represented such shares of Delaware Common Stock or Delaware
Preferred Stock shall thereafter cease to have any rights with respect to such
shares.

2.3 JAWS Nevada Employee Plans and Options.

(a) Upon the Effective Date, each outstanding and unexercised option or
other right to purchase or security convertible into Company Common Stock shall
become an option or right to purchase or a security convertible into Delaware
Common Stock on the basis of one share of Delaware Common Stock for each share
of Company Common Stock issuable pursuant to such option, stock purchase right
or convertible security, on the same terms and conditions and at an exercise
price per share equal to the exercise price applicable to any such JAWS Nevada
option, stock purchase right or convertible security on the Effective Date.
There are no options or stock purchase rights for or securities convertible into
the preferred stock of JAWS Nevada, par value $0.001 per share.

(b) A number of Delaware Common Stock shall be reserved for issuance upon
the exercise of options, stock purchase rights and convertible securities equal
to the number of shares of Company Common Stock so reserved immediately prior to
the Effective Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of JAWS Nevada. JAWS Nevada hereby
covenants and agrees that it:

(a) Is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has all the requisite
power and authority to own, lease and operate its properties and assets and
to carry on its business as it is now being conducted;

(b) Is duly qualified to do business as a foreign person, and is in
good standing, in each jurisdiction where the character of its properties
or the nature of its activities make such qualification necessary;

(d) Has full corporate power and authority to execute and deliver this
Agreement and, assuming the approval of this Agreement by the stockholders
of JAWS Nevada in accordance with the NGCL, consummate the Merger and the
other transactions contemplated by this Agreement.

3.2 Representations and Warranties of JAWS Delaware. JAWS Delaware hereby
covenants and agrees that it:

(a) Is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all the requisite
power and authority to own, lease and operate its properties and assets and
to carry on its business as it is now being conducted;

(d) Has full corporate power and authority to execute and deliver this
Agreement and, assuming, prior to the issuance of shares of stock of JAWS
Delaware, the approval of the board of directors of

3
<PAGE> 39

JAWS Delaware in accordance with the DGCL, consummate the Merger and the
other transactions contemplated by this Agreement.

ARTICLE IV

TERMINATION

4.1 Termination. At any time prior to the Effective Date, this Agreement
may be terminated and the Merger abandoned for any reason whatsoever by the
Board of Directors of either JAWS Nevada or JAWS Delaware, or both of them,
notwithstanding the approval of this Agreement and the Merger by a majority of
the voting power of JAWS Nevada.

ARTICLE V

FURTHER ASSURANCES

5.1 Further Assurances as to JAWS Nevada. From time to time, as and when
required by JAWS Delaware or by its successors or assigns, there shall be
executed and delivered on behalf of JAWS Nevada such deeds and other
instruments, and there shall be taken or caused to be taken by JAWS Delaware
such further and other actions as shall be appropriate or necessary in order to
vest or perfect in or conform of record or otherwise by JAWS Delaware the title
to and possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of JAWS Nevada and otherwise to
carry out the purposes of this Agreement, the officers and directors of JAWS
Delaware are fully authorized in the name and on behalf of JAWS Nevada or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.

ARTICLE VI

MISCELLANEOUS

6.1 Amendment. Subject to applicable law, at any time prior to the
Effective Date, this Agreement may be amended, modified or supplemented only by
the written agreement of JAWS Nevada and JAWS Delaware.

6.2 Assignment; Third Party Beneficiaries. Neither this Agreement, nor
any right, interest or obligation hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Agreement is not intended to
confer any rights or benefits upon any person other than the parties hereto.

6.3 Registered Office. The registered office of the Surviving Corporation
in the State of Delaware shall be One Rodney Square, 10th Floor, 10th and King
Streets, in the City of Wilmington, County of New Castle, 19801 and RL&F Service
Corp. shall be the registered agent of the Surviving Corporation at such
address.

6.4 Executed Agreement. Executed copies of this Agreement will be on file
at the principal place of business of the Surviving Corporation at JAWS Delaware
at 1013 17th Avenue Southwest, Calgary, Alberta, Canada T2T 0A7, and copies of
this Agreement will be furnished to any stockholder of any of the parties
hereto, upon request and without cost.

6.5 Governing Law. This Agreement shall in all respects be interpreted
by, and construed, interpreted and enforced in accordance with and pursuant to
the laws of the State of Delaware and, so far as applicable, by the provisions
of the NGCL.

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

4
<PAGE> 40

6.7 Entire Agreement; Modification. This Agreement and the documents
referred to herein are intended by the parties as a final expression of their
agreement with respect to the subject matter hereof, and are intended as a
complete and exclusive statement of the terms and conditions of that agreement,
and there are not other agreements or understandings, written or oral, among the
parties, relating to the subject matter hereof. This Agreement supercedes all
prior agreements and understandings, written or oral, among the parties with
respect to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

5
<PAGE> 41

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have duly executed this Agreement as of the date first stated above.

JAWS TECHNOLOGIES, INC.
(A Nevada corporation)

By: /s/ RIAZ MAMDARI
------------------------------------
Name: Riaz Mamdari
Title: Chief Financial Officer

JAWS TECHNOLOGIES, INC.
(A Delaware corporation)

By: /s/ RIAZ MAMDARI
------------------------------------
Name: Riaz Mamdari
Title: President

6
<PAGE> 42

CERTIFICATE OF THE

SECRETARY OF

JAWS TECHNOLOGIES, INC.

The undersigned, Vikki Robinson, Corporate Secretary of JAWS Technologies,
Inc., a Delaware corporation (the "Company"), HEREBY CERTIFIES that the
foregoing Agreement and Plan of Merger (the "Merger Agreement") of JAWS
Technologies, Inc. (a Nevada corporation) with and into JAWS Technologies, Inc.
(a Delaware corporation), dated as of April 28, 2000, was adopted pursuant to
Section 251(f) of the General Corporation Law of the State of Delaware and that
no shares of capital stock of JAWS Technologies, Inc., a Delaware corporation
("JAWS Delaware") were issued prior to the adoption by the board of directors of
JAWS Delaware of the resolution approving the Merger Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 28
day of April, 2000.

/s/ VIKKI ROBINSON
--------------------------------------
Name: Vikki Robinson
Office: Corporate Secretary

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APPENDIX C

FORM OF DELAWARE CERTIFICATE OF INCORPORATION

CERTIFICATE OF INCORPORATION
OF
JAWS TECHNOLOGIES, INC.

I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is JAWS Technologies, Inc.

SECOND. The address of the corporation's registered office in the
State of Delaware is The Corporation Trust Company, 1209 Orange Street, in
the City of Wilmington, County of New Castle, 19801. The name of its
registered agent at such address is RL&F Service Corp.

THIRD. The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is 100,000,000 shares, divided into
95,000,000 shares of common stock, par value $0.001 per share (the "Common
Stock") and 5,000,000 shares of preferred stock, par value $0.001 per share
(the "Preferred Stock").

A. Common Stock.

(1) Voting. Except as may otherwise be provided in this Certificate of
Incorporation (including any certificate filed with the Secretary of State of
the State of Delaware establishing the terms of a series of Preferred Stock in
accordance with Section B of this Article FOURTH) or by applicable law, each
holder of Common Stock, as such, shall be entitled to one (1) vote for each
share of Common Stock held of record by such holder on all matters on which
stockholders generally are entitled to vote, and no holder of any series of
Preferred Stock, as such, shall be entitled to any voting powers in respect
thereof.

(2) Dividends. Subject to applicable law and the rights, if any, of the
holders of any outstanding series of Preferred Stock, dividends may be declared
and paid on the Common Stock at such times and in such amounts as the Board of
Directors in its discretion shall determine.

(3) Liquidation. Upon the dissolution, liquidation or winding up of the
corporation, subject to the rights, if any, of the holders of any outstanding
series of Preferred Stock, the holders of the Common Stock shall be entitled to
receive the assets of the corporation available for distribution to its
stockholders ratably in proportion to the number of shares held by them.

B. Preferred Stock. The Board of Directors of the corporation is hereby
expressly authorized, by resolution or resolutions thereof, to provide, out of
the unissued shares of Preferred Stock, for series of Preferred Stock and, with
respect to each such series, to fix the number of shares constituting such
series and the designation of such series, the voting powers (if any) of the
shares of such series, and the preferences and relative, participating, optional
or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. The voting powers,
preferences and relative, participating, optional and other special rights of
each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding.

C. Special Series A Preferred Stock.

(1) Designation and Amount. A series of Preferred Stock consisting of one
(1) share of such stock, is hereby designated as "Special Series A Preferred
Voting Stock."
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(2) Voting. The holder of the outstanding share of Special Series A
Preferred Voting Stock shall be entitled to cast 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 each of the following:

(i) the rights, privileges, restrictions and conditions attached to
the Exchangeable Shares in the capital of Jaws Acquisition Corp. ("JAC"), a
corporation incorporated under the laws of the Province of Alberta;

(ii) the Support Agreement dated effective November 30, 1999 between
the corporation and JAC, as the same may from time to time be amended; and

(iii) the Voting and Exchange Trust Agreement dated effective November
30, 1999 among the corporation, JAC and the Montreal Trust Company of
Canada, as the same may from time to time be amended.

on all matters presented to the holders of Common Stock of the corporation,
with the Special Series A Preferred Voting Stock and Common Stock voting
together as a single class. Except as provided herein, the Special Series A
Preferred Voting Stock shall have no other voting rights except as required
by law.

(3) Dividend. Except as otherwise required by law, no dividend shall be
paid to the holder of Special Series A Preferred Voting Stock.

(4) Liquidation. The share of Special Series A Preferred Voting Stock
shall be entitled to $0.001 on the liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, 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.

(5) Exchange; Redemption and Other Rights. The Special Series A 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 C(5). The share
of Special Series A 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. In addition
to any vote required by law, for so long as any Exchangeable Shares in the
capital of JAC shall be outstanding, the number of shares comprising the Special
Series A Preferred Voting Stock shall not be increased or decreased and no other
term of the Special Series A Preferred Voting Stock shall be amended, except
upon the affirmative vote of the holder of the outstanding share of Special
Series A Preferred Voting Stock. At such time as no Exchangeable Shares in the
capital of JAC shall be outstanding, the Special Series A Preferred Voting Stock
shall automatically be redeemed, with $0.001 preference due and payable upon
such redemption.

(6) Restriction; Amendment. So long as the share of Special Series A
Preferred Voting Stock is outstanding, the corporation shall (a) fully comply
with all terms of the Exchangeable Shares in the capital of JAC and with all
contractual obligations of the corporation associated with such Exchangeable
Shares and (b) not amend, alter, change or repeal this Section C(6) except upon
the written approval of the holder of the outstanding share of Special Series A
Preferred Voting Stock.

FIFTH. The incorporator of the corporation is Caterina McCellan, whose
mailing address is c/o Paul, Hastings Janofsky & Walker LLP, 399 Park Avenue,
New York, New York 10022.

SIXTH. Except as otherwise provided for or fixed pursuant to the
provisions of Article FOURTH, Subsection B of this Certificate of Incorporation
relating to the rights of holders of any series of Preferred Stock provided by
Article FOURTH, Subsection B of this Certificate of Incorporation, no action
that is required or permitted to be taken by the stockholders of the corporation
at any annual or special meeting of stockholders may be effected by written
consent of stockholders in lieu of a meeting of stockholders, unless the action
to be effected by written consent of stockholders and the taking of such action
by such written consent have expressly been approved in advance by the Board of
Directors of the corporation. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of at least
80

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percent in voting power of the then outstanding voting stock of the Corporation,
voting together as a single class, shall be required to amend, repeal or adopt
any provision inconsistent with this Article SIXTH.

SEVENTH. Unless and except to the extent that the Bylaws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.

EIGHTH. Special meetings of the stockholders for any purpose or purposes
may be called by the President or the Board of Directors, but such special
meetings may not be called by any other person or persons. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of at least 80 percent in voting power of the then outstanding
voting stock of the corporation, voting together as a single class, shall be
required to amend, repeal or adapt any provision inconsistent with this Article
EIGHTH.

NINTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the Bylaws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any Bylaw whether adopted by them or otherwise.

TENTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.

ELEVENTH. The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
Article ELEVENTH.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed on this the 28 day of April,
2000.

/s/ DAVID P. LUCI
--------------------------------------
David P. Luci
Incorporator

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APPENDIX D

FORM OF DELAWARE BYLAWS

BYLAWS OF
JAWS TECHNOLOGIES, INC.

ARTICLE I

STOCKHOLDERS

SECTION 1.01 Annual Meeting. If required by applicable law, the annual
meeting of the stockholders shall be held for the election of directors at such
date, place (either within or without the State of Delaware) and time as shall
be designated by resolution of the Board of Directors. Any other business may be
transacted at the annual meeting. If the Board of Directors shall fail to
designate an annual meeting of the stockholders as set forth above, the annual
meeting of the stockholders of the corporation shall be held during the month of
November or December of each year as determined by the Board of Directors. If
the election of the directors is not held on the day designated herein for any
annual meeting of the stockholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held as soon thereafter as is
convenient.

SECTION 1.02 Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the President or the Board of
Directors, but such special meetings may not be called by any other person or
persons. All business lawfully to be transacted by the stockholders may be
transacted at any special meeting at any adjournment thereof. Business
transacted at any special meeting of stockholders shall be limited to the
purpose or purposes stated in the notice of such meeting.

SECTION 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Delaware or such
other place within or without of the State of Delaware as the Board of Directors
may designate.

SECTION 1.04 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, the secretary shall give to all
stockholders entitled to vote at such meeting, written notice, or other form of
notice permitted by applicable law, of such meeting not less than ten (10) days,
nor more than sixty (60) days, before the date of such meeting unless otherwise
provided by applicable law; which notice shall stated the place, date and time
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Except as otherwise provided herein, the notice
shall be in writing (or other form of notice permitted by applicable law) and
delivered personally or mailed to the stockholders at their addresses appearing
on the books of the corporation. If mailed, the giving of such notice shall be
deemed delivered the date the same is deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as appears on the
records of the corporation.

SECTION 1.05. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders only (a) pursuant to the corporation's notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or (c)
by any stockholder of the corporation who was a stockholder of record of the
corporation at the time the notice provided for in this Section 1.05 is
delivered to the Secretary of the corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
1.05.

(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 1.05, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and any such proposed business other
than the nominations of persons for election to the Board of Directors must
constitute a proper matter for stockholder action. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices
<PAGE> 47

of the corporation not later than the close of business on the ninetieth
(90(th)) day nor earlier than the close of business on the one hundred twentieth
(120(th)) day prior to the first anniversary of the preceding year's annual
meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty (30) days before or more than seventy (70) days
after such anniversary date, notice by the stockholder must be so delivered not
earlier than the close of business on the one hundred twentieth (120(th)) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90(th)) day prior to such annual meeting or the tenth
(10(th)) day following the day on which public announcement of the date of such
meeting is first made by the corporation). In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth: (a) as to
each person whom the stockholder proposes to nominate for election as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(and such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the text of the
proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the Bylaws of the corporation, the language of the proposed amendment), the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner, (ii) the class and number of
shares of capital stock of the corporation which are owned beneficially and of
record by such stockholder and such beneficial owner, (iii) a representation
that the stockholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to propose such business or nomination, and (iv) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends (x) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the corporation's outstanding capital
stock required to approve or adopt the proposal or elect the nominee and/or (y)
otherwise to solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual meeting. The
corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this Section 1.05 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the corporation at an annual meeting is
increased and there is no public announcement by the corporation naming the
nominees for the additional directorships at least one hundred (100) days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 1.05 shall also be considered timely, but only
with respect to nominees for the additional directorships, if it shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the corporation.

(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time the notice provided for
in this Section 1.05 is delivered to the Secretary of the corporation, who is
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entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 1.05. In the event the corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 1.05 shall be delivered to the Secretary at the principal executive
offices of the corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not later than
the close of business on the later of the ninetieth (90th) day prior to such
special meeting or the tenth (10th) days following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

(c) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 1.05 shall be eligible to be elected at
an annual or special meeting of stockholders of the corporation to serve as
directors and only such business shall be conduced at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.05. Except as otherwise provided by law, the
chairman of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 1.05 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination or proposal is made solicited (or is part of
a group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section
1.05) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 1.05, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 1.05, if the
stockholder (or a qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the corporation to present a
nomination or business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the corporation.

(2) For purposes of this Section 1.05, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 1.05, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 1.05. Nothing in this Section 1.05 shall be deemed to
affect any rights (a) of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, as
applicable, or (b) of the holders of any series of Preferred Stock to elect
directors pursuant to any applicable provisions of the Certificate of
Incorporation.

SECTION 1.06 Waiver of Notice. Any written waiver of notice, signed by
the stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at nor
the purpose of any annual or special meeting of the stockholders need be
specified in any written waiver of notice.

SECTION 1.07 Fixing Date for Determination of Stockholders of Record. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any

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rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty (60) nor less than ten (10) days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten (10) days from the date upon which the resolution fixing the
record date is adopted by the Board of Directors; and (3) in the case of any
other action, shall not be more than sixty (60) days prior to such other action.
If no record date is fixed: (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action of the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation in
accordance with applicable law, or, if prior action by the Board of Directors is
required by law, shall be at the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

SECTION 1.08 Quorum; Adjourned Meetings.

(a) Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, at any meeting of the stockholders, the presence in person or
by proxy of the holders of a majority in voting power of the outstanding shares
of capital stock entitled to the vote at the meeting, shall constitute a quorum.

(b) In the absence of a quorum, the holders of a majority of the voting
power of the outstanding shares of capital stock entitled to vote at the meeting
so represented and entitled to vote may adjourn the meeting from time to time
until holders of the amount of stock required to constitute a quorum shall be in
attendance. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted as originally
called. When a stockholders' meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than thirty (30) days or if after adjournment a new
record date is set, in which event notice thereof shall be given to each
stockholder of record entitled to vote at the meeting.

SECTION 1.09 Voting.

(a) Except as otherwise provided by or pursuant to the Certificate of
Incorporation, each stockholder entitled to vote at a meeting of stockholders,
such stockholders's duly authorized proxy or attorney-in-fact shall be entitled
to one (1) vote for each share of capital stock held by such stockholder.

(b) If a quorum is present, the affirmative vote of holders of a majority
in voting power of the outstanding shares of capital stock of the Corporation
present at the meeting and entitled to vote on any matter shall be the act of
the stockholders, unless a vote of greater number or voting by classes is
required by applicable laws, the rules or regulations of any stock exchange
applicable to the corporation, the Certificate of Incorporation and these
Bylaws.

(c) The corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the corporation shall have
notice thereof, except as expressly provided by applicable law.

SECTION 1.10 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons
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to act for such stockholder by proxy. No proxy shall be valid after the
expiration of three (3) years from the date of execution thereof, unless the
proxy provides for a longer period. A proxy shall be irrevocable if the proxy
states that it is irrevocable and is coupled with an interest sufficient to
support an irrevocable power. Revocation of a proxy that is not irrevocable may
be effected by attending the meeting and voting in person or by filing an
instrument revoking the same or by delivering a duly-executed proxy bearing a
later date to the Secretary of the corporation.

SECTION 1.11 Order of Business. At the annual stockholders meeting, the
regular order of business shall be as follows.

(a) Determination of stockholders present and existence of quorum;

(b) Reading and approval of the minutes of the previous meeting or
meetings;

(d) Reports of committees;

(e) Election of directors;

(f) Unfinished business;

(g) New business;

(h) Adjournment.

SECTION 1.12 Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if consented to in writing by the
holders of a majority of the shares entitled to vote or such greater proportion
as may be required by applicable law, the Certificate of Incorporation, or these
Bylaws. Such consents shall be delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the corporation having custody of the book in which
minutes of proceedings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall, to the
extent required by law, be given to those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders to take
the action were delivered to the corporation.

SECTION 1.13 List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting, as
required by applicable law. Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.

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ARTICLE II

DIRECTORS

SECTION 2.01 Number, Tenure and Qualifications. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least one (1) but no more than nine (9) persons, the number thereof to be
determined from time to time by resolution of the Board of Directors. Directors
shall be elected at the annual meeting of the stockholders of the corporation
and who shall hold office for one (1) year or until their successors are elected
and qualify subject to a director's earlier death, resignation, disqualification
or removal.

SECTION 2.02 Resignation. Any director may resign at any time upon giving
written notice to the corporation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board of
Directors shall elect a successor to fill such vacancy when the resignation
becomes effective.

SECTION 2.03 Reduction in Number. No reduction of the number or directors
shall have the effect of removing any director prior to the expiration of his
term of office.

SECTION 2.04 Removal. Any director of the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the voting
power of the outstanding shares of capital stock then entitled to vote at an
election of directors.

SECTION 2.05 Vacancies.

(a) Unless otherwise provided by law or the Certificate of Incorporation, a
vacancy in the Board of Directors because of death, resignation, removal, change
in number of directors, or otherwise may be filled by the stockholders at any
regular or special meeting or any adjourned meeting thereof, or by the remaining
director(s) by the affirmative vote of a majority thereof, although less than a
quorum, or by a sole remaining director. Each successor so elected shall hold
office until the next annual meeting of stockholders or until a successor shall
have been duly-elected and qualified.

(b) If, at the time of the filing of any vacancy or newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board, the Court of Chancery of the State of Delaware may, upon
application of stockholder(s) holding at least 10% of the total shares at the
time outstanding and entitled to vote for such directors, summarily order an
election to be held to fill any such vacancies, or to replace any directors
chosen by the directors then in office as provided above.

SECTION 2.06 Regular Meetings. Immediately following the adjournment of,
and at the same place as, the annual meeting of the stockholders, the Board of
Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, (within or without the
State of Delaware), date and hour for holding additional regular meetings.

SECTION 2.07 Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman and shall be called by the Chairman upon the
request of any two (2) directors or the President of the corporation.

SECTION 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office, or at such other place within
or without of the State of Delaware as the Board of Directors may designate.

SECTION 2.09 Notice of Meetings. Except as otherwise provided in Section
2.06, the Chairman shall deliver to all directors written notice (or any other
form of notice permitted by applicable law) of any special meeting, at least
three (3) days before the date of such meeting, by delivery of such notice
personally or mailing such notice first class mail, or by telegram, telecopier,
telephone or other means of electronic transmission. If mailed, the notice shall
be deemed delivered two (2) business days following the date the same is
deposited in the United States mail, postage prepaid. Any director may waive
notice of any meeting in writing, and the attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, unless such attendance is
for the express purpose of objecting, at the beginning of the meeting, to the
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<PAGE> 52

transaction or business threat because the meeting is not properly called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of directors need be specified in any written waiver
of notice.

SECTION 2.10 Quorum: Adjourned Meetings.

(a) At all meetings of the Board of Directors, a majority of the whole
Board of Directors shall constitute a quorum for the transaction of business.

(b) At any meeting of the Board of Directors where a quorum is not present,
a majority of those present may adjourn the meeting, from time to time, until a
quorum is present, and no notice of such adjournment shall be required.

At any adjourned meeting where a quorum is present, any business may be
transacted which could have been transacted at the meeting originally called.

SECTION 2.11 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all of
the members of the Board of Directors or of such committee. Such written consent
or consents shall be filed with the minutes of the proceedings of the Board of
Directors or committee. Such action by written consent shall have the same force
and effect as the unanimous vote of the Board of Directors or committee.

SECTION 2.12 Telephonic Meetings. Meetings of the Board of Directors or
any committee thereof may be held through the use of a conference telephone or
similar communications equipment so long as all members participating in such
meeting can hear one another at the time of such meeting. Participation in such
a meeting constitutes presence in person at such meeting.

SECTION 2.13 Board Decisions. Except where applicable, the Certificate of
Incorporation or these Bylaws otherwise provide, the affirmative vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

SECTION 2.14 Powers and Duties.

(a) Except as otherwise provided by the Certificate of Incorporation or
applicable law, the Board of Directors is invested with the authority to manage
and direct the affairs of the corporation.

(b) The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it.

SECTION 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the board.

SECTION 2.16 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:

(a) Determination of members present and existence of quorum;

(b) Reading and approval of the minutes of any previous meeting or
meetings;

(d) Election of officers;

(e) Unfinished business;

(f) New business;

(g) Adjournment.
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<PAGE> 53

ARTICLE III

OFFICERS

SECTION 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of stockholders, shall elect a President, a
Secretary and a Treasurer to hold office for one (1) year next coming and until
their successors are elected and qualified or until their earlier resignation or
renewal. Any person may hold two or more offices. The Board of Directors may,
from time to time, by resolution, appoint one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers and transfer agents of the corporation as it
may deem advisable and prescribe their duties; and fix their compensation.

SECTION 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever, in its judgment, the best interest of the corporation would be served
thereby. Any officer may resign at any time upon written notice to the
corporation without prejudice to the rights, if any, of the corporation under
any contract to which the resigning officer is a party.

SECTION 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

SECTION 3.04 President. The President shall be the general manager and
executive officer of the corporation, subject to the supervision and control of
the Board of Directors, and shall direct the corporate affairs, with full power
to execute all resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The President shall preside
at all meetings of the stockholders and shall sign the certificates of stock
issued by the corporation, and shall perform such other duties as shall be
prescribed by the Board of Directors. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority on behalf of the
corporation to attend and to act and to vote at any meetings of the stockholders
of any corporation in which the corporation may hold stock and, at any such
meetings, shall possess and may exercise any and all rights and powers incident
to the ownership of such stock. The Board of Directors, by resolution from time
to time, may confer like powers on any person or persons in place of the
President to represent the corporation for these purposes.

SECTION 3.05 Vice President. The Board of Directors may elect one or more
Vice Presidents who shall be vested with all the powers and perform all the
duties of the President whenever the President is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.

SECTION 3.06 Secretary. The Secretary shall have the duty to record the
proceedings of the meetings of stockholders or directors and shall keep the
minutes of all meetings of the stockholders and the Board of Directors in books
provided for that purpose. The Secretary shall attend to the giving and service
of all notices of the corporation, may sign with the President in the name of
the corporation all contracts authorized by the Board of Directors or
appropriate committee, shall have the custody of the corporate seal, shall sign
the certificates of stock issued by the corporation, shall have charge of stock
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors or appropriate committee may direct, and shall,
in general perform all duties incident to the office of the Secretary. All
corporate books kept by the Secretary shall be open for examination by any
director for a purpose reasonably related to the director's position as a
director.

SECTION 3.07 Assistant Secretary. The Board of Directors may appoint an
Assistant Secretary who shall have such powers and perform such duties as may be
prescribed for him or her by the Board of Directors.

SECTION 3.08 Treasurer. The Treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the Treasurer shall endorse on behalf of
the corporation for collection checks, notes and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of

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<PAGE> 54

Directors, the Treasurer shall sign with the President all bills of exchange and
promissory notes of the corporation, shall also have the care and custody of the
stocks, bonds, certificates, vouchers, evidence of debts, securities and such
other property belong to the corporation as the Board of Directors shall
designate, and shall sign all papers required by law, by these Bylaws or by the
Board of Directors to be signed by the Treasurer. The Treasurer shall enter
regularly in the books of the corporation, to be kept for that purpose, full and
accurate accounts of all monies received and paid on account of the corporation
and whenever required by the Board of Directors, the Treasurer shall render a
statement of any or all accounts. The Treasurer shall perform all acts incident
to the position of Treasurer subject to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give a bond to the
corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of the Treasurer and
for restoration to the corporation in the event of the Treasurer's death,
resignation, retirement, or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.

SECTION 3.09 Assistant Treasurer. The Board of Directors may appoint an
Assistant Treasurer who shall have such powers and perform such duties as may be
prescribed by the Board of Directors, and the Board of Directors may require the
Assistant Treasurer to give a bond to the corporation in such sum and with such
security as it may approve, for the faithful performance of the duties of
Assistant Treasurer, and for the restoration to the corporation, in the event of
the Assistant Treasurer's death, resignation, retirement or removal from office,
of all books, records, papers, vouchers, money and other property belonging to
the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV

CAPITAL STOCK

SECTION 4.01 Certificates. The shares of the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, and shall be signed by the President or
the Vice President and also by the Secretary or an Assistant Secretary. Any or
all of the signatures on the certificate may be by facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of such issue. Each certificate shall contain the
name of the record holder, the number, designation, if any, class or series of
shares represented, a statement of summary of any applicable rights,
preferences, privileges, or restrictions thereon, and a statement that the
shares are assessable, if applicable. All certificates shall be consecutively
numbered. The name and address of the stockholders, the number of shares, and
the date of issue shall be entered on the stock transfer books of the
corporation.

SECTION 4.02 Surrender: Lost or Destroyed Certificates. The corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed and the corporation
may require the owner of the lost, stolen or destroyed certificate, or his legal
representative to, prior to the issuance of a replacement, provide the
corporation with a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

ARTICLE V

OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS

SECTION 5.01 Records. Any records maintained by the corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time.

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<PAGE> 55

SECTION 5.02 Right of Inspection.

(a) The corporation's stock ledger, list of stockholders and its other
books and records shall be open to inspection upon the written demand under oath
stating the purpose thereof of any stockholder, in person or by attorney or
other agent, during usual business hours for a purpose reasonably related to
such holder's interest as a stockholder. Such inspection may be made in person
or by agent or attorney, provided the demand under oath shall be accompanied by
a power of attorney or such other writing which authorizes the attorney or other
agent to so act on behalf of the stockholder and the right of inspection
includes the right to copy and make extracts. The demand under oath shall be
directed to the corporation at its registered office in the State of Delaware or
at its principal place of business.

(b) Every director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to the director's position as a director.

SECTION 5.03 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

SECTION 5.04 Fiscal Year. The fiscal year of the corporation shall be the
calendar year or such other term as may be fixed by resolution of the Board of
Directors.

ARTICLE VI

INDEMNIFICATION

SECTION 6.01 Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person (an "Indemnitee") who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation or, while a director or executive officer of the corporation, is or
was serving at the request of the corporation as a director or officer of
another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such Indemnitee. The indemnification provided by this
Section 6.01 shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

SECTION 6.02 Prepayment of Expenses. The corporation shall pay the
expenses (including attorneys' fees) incurred by a person described in the first
sentence of Section 6.1 hereof (an "Article VI Person") in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Article VI Person to repay all amounts advanced if it should be
ultimately determined that the Article VI Person is not entitled to be
indemnified under this Article VI or otherwise.

SECTION 6.03 Nonexclusivity of Rights. The rights conferred on any
Article VI Person by this Article VI shall not be exclusive of any other rights
which such Article VI Person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, these by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

SECTION 6.04 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any Article VI Person in respect of any act or omission
occurring prior to the time of such repeal or modification. This Article VI may
be amended by the stockholders of the corporation only by the vote of 66 2/3% of
each class of the outstanding stock of the corporation, voting separately as a
single class. Notwithstanding anything else contained in these Bylaws or the
Certificate of Incorporation to the contrary, Article VI of these Bylaws may
only be amended by

10
<PAGE> 56

the Board of Directors by the vote of 80% of the whole Board of Directors and
the holders of 66 2/3% of each class of the outstanding stock of the
corporation, voting separately as a single class.

SECTION 6.05 Other Indemnification and Prepayment of Expenses. This
Article VI shall not limit the right of the corporation, to the extent and in
the manner permitted by law, to indemnify and to advance expenses to persons
other than Article VI Persons when and as authorized by appropriate corporate
action.

SECTION 6.06 Insurance. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under this Article VI.

ARTICLE VII

BYLAWS

SECTION 7.01 Amendment. These Bylaws may be altered, amended or repealed,
and new Bylaws made, by the Board of Directors by the affirmative vote of a
majority of the directors present at a meeting at which a quorum is present, but
the stockholders may make additional Bylaws and may alter and repeal any Bylaws
whether adopted by them or otherwise.

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<PAGE> 57

JAWS TECHNOLOGIES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF JAWS TECHNOLOGIES, INC. FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 31, 2000.

The undersigned, as a holder of shares of common stock, ("Shares") in JAWS
Technologies, Inc. (the "Company"), hereby appoints Robert J. Kubbernus and Riaz
Mamdani, and each of them, with full power of substitution, to vote all Shares
for which the undersigned is entitled to vote through the execution of a proxy
with respect to the Annual Meeting of the Stockholders to be held on May 31,
2000 or any adjournment thereof.

You may revoke this proxy at any time by forwarding to the Company a
subsequently dated proxy received by the Company prior to the Annual Meeting.

Returned proxy cards will be voted (1) as specified on the matters listed
below; (2) in accordance with the Board of Directors' recommendations if the
proxy is signed but where no specification is made; and (3) in accordance with
the judgment of the proxies on any other matters that may properly come before
the meeting. Please mark your choice like this: X

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3
AND 4.

PROPOSAL 1 -- APPROVAL OF MINUTES OF 1999 ANNUAL MEETING: Approval of the
minutes of the 1999 Annual Meeting of Stockholders.

<TABLE>
<S> <C> <C> <C>
(check one box) [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

PROPOSAL 2 -- THE ELECTION OF DIRECTORS PROPOSAL: Approval of the election of
Robert J. Kubbernus, Riaz Mamdani, Julia L. Johnson, Arthur Wong and John S.
Burns Q.C. to serve as a director of the Company.

<TABLE>
<S> <C> <C> <C> <C>
(check one box for each director) Robert J. Kubbernus [ ] FOR [ ] AGAINST [ ] ABSTAIN
Julia L. Johnson [ ] FOR [ ] AGAINST [ ] ABSTAIN
Riaz Mamdani [ ] FOR [ ] AGAINST [ ] ABSTAIN
Arthur Wong [ ] FOR [ ] AGAINST [ ] ABSTAIN
John S. Burns Q.C. [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

PROPOSAL 3 -- THE CHANGE OF DOMICILE PROPOSAL: Approval to change the Company's
domicile from the State of Nevada to the State of Delaware.

<TABLE>
<S> <C> <C> <C>
(check one box) [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

PROPOSAL 4 -- THE INDEPENDENT AUDITORS PROPOSAL: Approval to ratify selection by
the Board of Directors of the Company of Ernst & Young LLP as the independent
auditors of the Company for the fiscal year ending December 31, 2000.

<TABLE>
<S> <C> <C> <C>
(check one box) [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

(continued, and to be signed, on the other side)
<PAGE> 58

(continued from other side)

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1,
2, 3 AND 4.

PRINT AND SIGN YOUR NAME BELOW EXACTLY AS IT APPEARS HEREON AND DATE THIS
CARD. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE, AS SUCH. JOINT OWNERS SHOULD EACH SIGN. IF A
CORPORATION, PLEASE SIGN AS FULL CORPORATE NAME BY PRESIDENT OR AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.

Dated: , 2000
---------------------------------------------

--------------------------------------------------------
SIGNATURE (TITLE, IF ANY)

--------------------------------------------------------
SIGNATURE IF HELD JOINTLY

-------------------------------------
TITLE OR AUTHORITY

PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE ENCLOSED POSTAGE
PAID ENVELOPE TO: SYED HASANI, U.S. STOCK TRANSFER CORPORATION, 1745 GARDENA
AVENUE, GLENDALE, CALIFORNIA 91204-2991. IF YOU HAVE ANY QUESTIONS, PLEASE CALL
STEPHEN T. SPURGEON AT (403) 508-5055