Corporations, partnerships and trusts

 EXHIBIT 10.14

CONFIDENTIAL

Copy Number:  _____

Name of Offeree:  ______________________________

                                OFFERING OF UNITS

                      (each Unit consisting of one share of

                                  common stock

                           and one warrant to purchase

                     1/2 (one-half) a share of common stock)

                                       OF

                             JAWS TECHNOLOGIES, INC.

                             (a Nevada corporation)

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

                                  SUBSCRIPTION

                                     BOOKLET

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

                            CANADIAN PLACEMENT AGENT:

                    Thomson Kernaghan & Co. Limited (Canada)

                                December 16, 1999

                            SUBSCRIPTION INSTRUCTIONS

                             (Please read carefully)

               Units  (the  "Units")  of  JAWS  Technologies,   Inc.,  a  Nevada
corporation  (the  "Company"),  are being  offered in the  United  States and in
Canada pursuant to (i) the Company's  Confidential  Private Placement Memorandum
dated  December  13,  1999  (the  "U.S.  Memorandum"),  and (ii)  the  Company's
Confidential Private Placement Memorandum dated December 13, 1999 (the "Canadian
Memorandum"),  respectively, for a minimum investment for purchasers resident in
the United States or in the Provinces of Alberta,  Manitoba or British  Columbia
of US$100,000 and a minimum  investment for purchasers  resident in the Province
of Ontario of US$ 106,250 (together, the "Offering"). You should consult with an
attorney,   accountant,   investment  advisor  or  other  advisor  regarding  an
investment in the Company and its suitability for you. The Company  reserves the
right to reject  any offer to  purchase  the  Units,  in whole or part,  for any
reason without notice. The Company may withdraw,  cancel or modify this Offering
at any time without notice.

               In order to subscribe  for Units,  a prospective  purchaser  must
complete  and execute the  subscription  documents  contained in this booklet in
accordance with the  instructions set forth herein.  All subscription  documents
must be  completed  correctly  and  thoroughly  or  they  will  not be  accepted
(including  checking  the  appropriate  box(es)  in  Section 6 and  Section 7 to
indicate accredited investor status. This entire booklet should then be returned
to Thomson Kernaghan & Co. Limited, 365 Bay Street, 10th Floor, Toronto, Ontario
M5H 2V2 (Attention:  Lionel F. Conacher).  Please be sure that your name appears
in exactly the same way in each signature and in each place where it is inserted
in the documents.  Duplicate  copies of each signed document will be returned to
you after your  subscription  is  accepted  and a closing  with  respect to your
subscription for Units has occurred.

               NO PERSON IS AUTHORIZED TO RECEIVE THIS BOOKLET UNLESS
SUCH PERSON HAS PREVIOUSLY RECEIVED, OR SIMULTANEOUSLY RECEIVES,
COPIES OF THE MEMORANDUM BEARING ON ITS FIRST PAGE THE NAME OF
SUCH PERSON AND THE NUMBER SET FORTH ON THE COVER HEREOF.  Delivery
of this  booklet to anyone other than the person named on the front cover as the
offeree is unauthorized, and any reproduction or circulation of this booklet, in
whole or in part, is prohibited.

               Subscriptions from suitable prospective investors ("Subscribers",
or each individually a "Subscriber")  will be accepted at the sole discretion of
the Company after receipt of all subscription  documents (properly completed and
executed) and after confirmation of the receipt of the appropriate payment.

897953.8

                               FOR ALL SUBSCRIBERS

Subscription Agreement                  READ,  complete,  date  and  sign.  Each
                                        Subscriber  must  complete  and sign the
                                        signature    page   and    initial   the
                                        applicable  boxes under Sections 6 and 7
                                        of the Subscription  Agreement  entitled
                                        "Representations  and  Warranties  as to
                                        Institutional     Accredited    Investor
                                        Status"   and    "Representations    and
                                        Warranties  as  to  Accredited  Investor
                                        Status," respectively.

                                        Corporations,  partnerships  and  trusts
                                        must  attach   appropriate   authorizing
                                        instruments   (corporate  resolution  or
                                        by-laws,  partnership agreement or trust
                                        instrument).   Additional  documentation
                                        may be required.

Payment                                 The minimum  investment  for  purchasers
                                        resident  in the United  States,  in the
                                        Provinces   of   Alberta,   Manitoba  or
                                        British   Columbia   or  in  Belgium  is
                                        US$100,000   or  such   greater   amount
                                        required by local law.

                                        The minimum  investment  for  purchasers
                                        resident  in the  Province of Ontario is
                                        US$106,250.

                                        The purchase  price is payable by either
                                        certified cheque or wire transfer.

                                        If making  payment by certified  cheque,
                                        send  a  cheque   payable  to   "Thomson
                                        Kernaghan & Co. Limited"

                                        Wire  transfer   instructions   will  be
                                        provided to prospective investors by the
                                        Placement Agent.

                  PLEASE PRINT IN INK OR TYPE ALL INFORMATION.

          FAILURE TO COMPLY WITH THE ABOVE INSTRUCTIONS WILL CONSTITUTE
        AN INVALID SUBSCRIPTION, WHICH, IF NOT CORRECTED, WILL RESULT IN
                   THE REJECTION OF YOUR SUBSCRIPTION REQUEST.

897953.8

No. _________                                     ______________________________
                                                                 Name of Offeree

                             SUBSCRIPTION AGREEMENT

JAWS Technologies, Inc.
1013 17th Avenue, S.W.
Calgary, Alberta T2T0A7
Canada

Ladies and Gentlemen:

               This  Subscription  Agreement is made between JAWS  Technologies,
Inc., a Nevada  corporation  (the  "Company"),  and the undersigned  prospective
purchaser (the  "Subscriber") who is subscribing  hereby for Units (the "Units")
in the Company,  each Unit  consisting of one share of common  stock,  par value
$.001 per share ( "Common Stock"),  of the Company and one warrant (a "Warrant")
to purchase  1/2 (one half) of a share of Common  Stock at an exercise  price of
US$6.50 per share. This subscription is submitted to you in accordance with, and
subject  to,  the  terms  and  conditions  described  in the  Canadian  Offering
Memorandum of the Company,  together with any supplements or amendments  thereto
(the "Canadian Memorandum"), relating to two concurrent offerings (together, the
"Offering") of a minimum of 2,000,000 Units and a maximum of 3,500,000 Units, at
a purchase  price of US$4.25  per Unit.  Thomson  Kernaghan & Co.  Limited  (the
"Canadian  Placement  Agent") is acting as the placement  agent on behalf of the
Company in  connection  with the  Canadian  Offering  (the  "Canadian  Placement
Agent") and SmallCaps  Online LLC is acting  concurrently as the placement agent
on behalf  of the  Company  in  connection  with the U.S.  Offering  (the  "U.S.
Placement Agent" and, together with the Canadian Placement Agent, the "Placement
Agents").  It is  anticipated  that the initial  closing  will occur on or about
December 23, 1999, or such other date the Company and the  Placement  Agents may
agree (the  "Initial  Closing  Date" and,  collectively  with all other  closing
dates,  the  "Closing  Date")  pursuant to a Placement  Agency  Agreement by and
between the Company and each Placement Agent, respectively.

               In consideration of the Company's  agreement to sell Units to the
undersigned upon the terms and conditions summarized in the Canadian Memorandum,
the undersigned  agrees and represents to the Company and the Canadian Placement
Agent as follows:

               1.  Subscription.  The Subscriber hereby  irrevocably  subscribes
for,  and agrees to  purchase,  Units of the  Company.  In  accordance  with the
Subscription  Instructions  attached hereto, the undersigned has remitted to the
Company  payment  in full  for  one  hundred  percent  (100%)  of the  estimated
aggregate purchase price of the Units subscribed for hereunder.

897953.8

               The  undersigned  acknowledges  receipt of a copy of the Canadian
Memorandum.

               2.  Understandings.  The Subscriber  understands and acknowledges
that it is aware of the following:

               (a) This  subscription  may be rejected,  in whole or in part, by
the Company, in its sole and absolute discretion, for any reason without notice,
notwithstanding  prior receipt by the undersigned of notice of acceptance of the
undesigned's  subscription.  If the  undersigned's  subscription  is rejected in
whole  or in part,  the  payment  made by the  undersigned  (or,  in the case of
rejection  of a  portion  of the  undersigned's  subscription,  the  part of the
payment  relating to such  rejected  portion)  will be returned  promptly,  with
interest.

               (b) Except as set forth in paragraph 2(a) above,  the undersigned
hereby acknowledges and agrees that the subscription hereunder is irrevocable by
the  undersigned  and that,  except as required by law, the  undersigned  is not
entitled to cancel,  terminate,  or revoke this  Subscription  Agreement  or any
agreements of the undersigned hereunder and that this Subscription Agreement and
such other  agreements  shall survive the death or disability of the undersigned
and shall be  binding  upon and inure to the  benefit of the  parties  and their
heirs,  executors,   administrators,   successors,  legal  representatives,  and
permitted  assigns.  If the undersigned is more than one person, the obligations
of the undersigned  hereunder shall be joint and several and the agreements upon
each such person and his/her heirs, executors, administrators, successors, legal
representatives, and permitted assigns.

               (c)  NEITHER  THE  UNITS,  NOR THE  SHARES OF COMMON  STOCK,  THE
WARRANTS OR ANY SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE OF THE WARRANTS,
HAVE BEEN  REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION AND ARE
BEING OFFERED IN RELIANCE ON EXEMPTIONS FROM THE ACT AND SUCH STATE LAWS AND THE
LAWS OF OTHER  APPLICABLE  JURISDICTION.  THE  UNITS MAY NOT BE  TRANSFERRED  OR
RESOLD  EXCEPT AS  PERMITTED  UNDER THE ACT AND/OR  SUCH STATE LAWS  PURSUANT TO
REGISTRATION  THEREUNDER OR EXEMPTION THEREFROM.  THE MEMORANDUM  CONSTITUTES AN
OFFER  ONLY TO THE  PERSON  NAMED  ABOVE,  AND  ONLY IF THAT  PERSON  MEETS  THE
SUITABILITY STANDARDS SET FORTH IN THE MEMORANDUM.

               (d) The Offering is intended to be exempt from registration under
the Act by virtue of Section 4(2) of the Act and the  provisions of Regulation D
promulgated under the Act ("Regulation D") and Rule 506 thereunder,  which is in
part dependent upon the truth,  completeness and accuracy of the statements made
by the undersigned hereunder.

               (e)  It is  understood  that  in  order  not  to  jeopardize  the
Offering's  exempt status under  Section 4(2) of the Act,  Regulation D and Rule
506, the  undersigned  will,  at a minimum,  be required to fulfill the investor
suitability requirements hereunder.

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                                       -2-

               (f) No governmental  agency has passed upon the Units or made any
finding or determination as to the wisdom or fairness of any investments therein
nor has any such agency made any recommendation or endorsement of the Units.

               (g) The  Units  involve a risk of loss by the  Subscriber  of its
entire investment, including the risks summarized in the Memorandum, and it must
bear such economic  risk for an indefinite  period of time. An investment in the
Units is suitable only for persons who have substantial  financial resources and
have no need for liquidity in this investment.

               (h) THE TAX  CONSEQUENCES  TO THE SUBSCRIBER OF THE INVESTMENT IN
THE COMPANY WILL DEPEND ON THE SUBSCRIBER'S PARTICULAR CIRCUMSTANCES.  IN MAKING
AN INVESTMENT  DECISION,  INVESTORS  MUST RELY ON THEIR OWN  EXAMINATION  OF THE
COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
PROSPECTIVE  INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM,  THE
OTHER DOCUMENTS  DELIVERED HEREWITH OR ANY OTHER  COMMUNICATION FROM THE COMPANY
OR ANY PLACEMENT AGENT AS INVESTMENT OR LEGAL ADVICE. THE MEMORANDUM,  THE OTHER
DOCUMENTS DELIVERED HEREWITH AND ANY SUCH OTHER MATERIALS, AS WELL AS THE NATURE
OF AN  INVESTMENT  IN  THE  SECURITIES  OFFERED,  SHOULD  BE  REVIEWED  BY  EACH
PROSPECTIVE INVESTOR AND SUCH INVESTOR'S INVESTMENT,  TAX, LEGAL, ACCOUNTING AND
OTHER ADVISORS.

               3.  General   Representations  and  Warranties.   The  Subscriber
represents and warrants to the Company, that:

               (a) The undersigned is familiar with, and understands,  the terms
of the  Offering  and sale of the Units and any other  matters  set forth in the
Canadian  Memorandum.  The  Subscriber,  its  advisers,  if any, and  designated
representatives,  if any,  have the  knowledge  and  experience in financial and
business matters  necessary to evaluate the investment in the Company,  and have
carefully  reviewed  and  understand  the  risks of,  and  other  considerations
relating  to,  the  purchase  of  Units,  including  the  risks set forth in the
Canadian Memorandum under "Risk Factors."

               (b)  The  Subscriber,   its  advisers,  if  any,  and  designated
representatives,  if any,  have been  afforded  the  opportunity  to obtain  any
information   necessary  to  verify  the  accuracy  of  any  representations  or
information set forth in the Canadian  Memorandum,  have had all their inquiries
to the  Company  answered to their  satisfaction,  and have been  furnished  all
information  requested in writing relating to the Company, the offering and sale
of the Units and any other matters set forth in the Canadian Memorandum.

               (c)  The  Subscriber,   its  advisers,  if  any,  and  designated
representatives,  if any, have not been furnished any offering  literature other
than the Canadian Memorandum have relied only

897953.8

                                       -3-

on the  information  contained in such Canadian  Memorandum and the  information
described in paragraph  3(b) above  furnished or made available to them at their
written request by the Company.

               (d) The Subscriber, if a corporation, partnership, trust or other
legal entity,  is authorized and otherwise  fully qualified to purchase and hold
Units in the  Company.  Such entity has its  principal  place of business at the
address  set forth on the  signature  page  hereof and such  entity has not been
formed for the specific purpose of acquiring Units in the Company.

               (e) The  Subscriber  has adequate  means of providing for current
and anticipated financial needs and contingencies,  is able to bear the economic
risk for an  indefinite  period  of time and has no need  for  liquidity  of the
investment in the Units and could afford complete loss of such investment.

               (f) The Subscriber is not subscribing for Units as a result of or
subsequent  to  any  advertisement,   article,  notice  or  other  communication
published in any newspaper, magazine or similar media (but excluding information
available  through  Internet-related  media  that would not  constitute  general
solicitation  material  under  applicable  federal  securities  laws,  rules and
regulations)  or broadcast over television or radio, or presented at any seminar
or meeting,  or any  solicitation  of a subscription  by a person not previously
known to the Subscriber in connection with investments in securities generally.

               (g) All of the  information  that the  Subscriber  has heretofore
furnished or which is set forth herein is correct and complete as of the date of
this Subscription Agreement, and, if there should be any material change in such
information  prior to the  admission  of the  undersigned  to the  Company,  the
Subscriber will immediately furnish revised or corrected information to you.

               (h) If the  Subscriber  is a  partnership  or  limited  liability
company,  the  representations,  warranties,  agreements and  understandings set
forth herein are true with respect to all partners or members in the  Subscriber
(and if any such partner or member is itself a partnership or limited  liability
company,  all  persons  holding  an  interest  in such  partnership  or  limited
liability  company,  directly  or  indirectly,  including  through  one or  more
partnerships  or limited  liability  companies),  and the person  executing this
Subscription Agreement has made due inquiry to determine the truthfulness of the
representations  and  warranties  made  hereby,  and the  undersigned  agrees to
furnish to the Company, upon request,  documentation  satisfactory to Company in
its reasonable  discretion,  supporting the truthfulness of such representations
and warranties with respect to all such partners or members in the Subscriber.

               (i) If the  undersigned  is  purchasing  in a  representative  or
fiduciary capacity, the representations and warranties herein shall be deemed to
have been made on behalf of the person or persons for whom the undersigned is so
purchasing,  and the undersigned agrees to furnish to the Company, upon request,
documentation satisfactory to the Company in its sole discretion, supporting the
truthfulness  of such  representations  and warranties as made on behalf of such
person or persons.

897953.8

                                       -4-

               4.  Representations  and Warranties as to Investment  Intent. The
Subscriber has read and is familiar with the Canadian  Memorandum and represents
to the Company that: it is purchasing  the Units for his or its own account,  or
for one or more  fiduciary  accounts as to which the  Subscriber  has investment
discretion, and for investment purposes only and not with a view to their resale
or further  distribution  to any other  person or entity;  no one other than the
Subscriber  will have any interest in, or any right to acquire,  the Units,  nor
does anyone other than the Subscriber have any interest in this subscription; it
has full right, power and authority to execute this Subscription Agreement,  any
materials  accompanying  this  Subscription  Agreement,  and as of the time this
Subscription   Agreement,   he  or  it  has  duly  and  validly  executed,  this
Subscription  Agreement;  and he or it has full  right  power and  authority  to
perform his or its obligations hereunder and thereunder.

               5.   Understanding  as  to  Exemption  from   Registration.   The
Subscriber  understands and acknowledges that the Units in the Company are being
offered and sold in reliance upon the exemption  from  registration  provided by
Section 4(2) of the Act; that the reliance of the Company upon that exemption is
predicated,  in part, on the  representations and warranties made and to be made
by the Subscriber in and pursuant to this Subscription  Agreement;  and that the
exemption may not be available if any of those representations and warranties is
not true and accurate.

               6. Representations and Warranties as to Institutional  Accredited
Investor  Status.  The Subscriber  warrants and  represents  that any one of the
statements  below,  next to which the  Subscriber has placed its initials in the
space  designated   therefor,   which  describe  an  institutional   "accredited
investor," as that term is defined in Rule 501(a) of Regulation D promulgated by
the SEC under the Act, is true with respect to the Subscriber.

               Initial one or more of the following statements, if applicable:

               [ ](i) the Subscriber is a bank as defined in Section  3(a)(2) of
the Act, or any savings and loan association or other  institution as defined in
Section  3(a)(5)(A) of the Act,  whether  acting in its  individual or fiduciary
capacity;

               [ ](ii) the Subscriber is a broker or dealer registered  pursuant
to Section 15 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").

               [ ](iii) the  Subscriber  is an  insurance  company as defined in
Section 2(13) of the Act;

               [ ](iv) the Subscriber is an investment  company registered under
the Investment Company Act of 1940;

               [ ](v)  the  Subscriber  is a  business  development  company  as
defined in Section 2(a)(48) of the Investment Company Act of 1940;

897953.8

                                       -5-

               [ ](vi) the  Subscriber is a Small  Business  Investment  Company
licensed by the United States Small Business Administration under Section 301(c)
or (d) of the Small Business Investment Act of 1958;

               [ ](vii) the Subscriber is a private business development company
as defined in Section 202(a)(22) of the Advisers Act;

               [ ](viii)  the  Subscriber  is a  corporation,  Massachusetts  or
similar  business trust, or partnership,  not formed for the specific purpose of
acquiring Units, with total assets in excess of $5,000,000;

               [ ](2)(ix) the Subscriber is a trust, with total assets in excess
of $5,000,000,  not formed for the specific  purpose of acquiring  Units,  whose
purchase  is  directed  by  a   sophisticated   person  as   described  in  Rule
506(b)(2)(ii) of Regulation D promulgated by the SEC under the Act; or

               [ ](x) the  Subscriber  is an entity  in which all of the  equity
owners are accredited investors.

               7.  Representations  and  Warranties  as to  Accredited  Investor
Status (if  applicable).  To the extent  that  Subscriber  has not set forth its
initials in the space  designated  therefor in Section 6 above,  the  Subscriber
warrants and represents that any one of the statements  below, next to which the
Subscriber  has placed its  initials  in the space  designated  therefor,  which
describe an institutional "accredited investor," as that term is defined in Rule
501(a) of  Regulation  D  promulgated  by the SEC  under  the Act,  is true with
respect to the Subscriber:

                      Initial  one or  more  of  the  following  statements,  if
applicable:

               [ ] (i) A natural person who had  individual  income of more than
$200,000 in each of the most recent two years or joint income with that person's
spouse  in  excess  of  $300,000  in each of the most  recent  two years and who
reasonably  expects to reach that same income  level for the current  year.  For
this purpose,  individual  income means adjusted  gross income,  as reported for
federal  income tax  purposes,  less any income  attributable  to a spouse or to
property owned by a spouse,  (A) increased by the individual's  share (and not a
spouse's share) of: (i) the amount of any tax exempt  interest income  received,
(ii) amounts contributed to an IRA or Keogh retirement plan, (iii) alimony paid,
and (iv) the excluded portion of any long-term  capital gains, and (B) adjusted,
plus or minus, for any non-cash loss or gain, respectively, reported for federal
income tax purposes; and/or

- --------
2       A Subscriber initialing this box must provide a supplemental letter with
        this Subscription  Agreement describing the basis by which it is a trust
        directed by a sophisticated  person with the knowledge and experience in
        business and  financial  matters  capable of  evaluating  the merits and
        risks of the prospective investment.

897953.8

                                       -6-

               [ ] (ii) A natural person whose  individual  net worth,  or joint
net worth  with that  person's  spouse,  is in  excess of  $1,000,000.  For this
purpose,  "net worth"  means the excess of total  assets at fair  market  value,
including home and personal property, over total liabilities, provided, however,
for the purpose of  determining a person's net worth,  the  principal  residence
owned  by an  individual  shall  be  valued  at  cost,  including  the  cost  of
improvements,  net of current  encumbrances  upon the  property or valued on the
basis of a  written  appraisal  used by an  institutional  lender  making a loan
secured by the  property.  For the  purposes of this  provision,  "institutional
lender" means a bank, savings and loan company,  industrial loan company, credit
union, or personal property broker or a company whose principal business is as a
lender upon loans secured by real  property and which has such loans  receivable
in the amount of $2,000,000 or more. Any person  relying on the appraised  value
of a principal residence must deliver to the Company, at or prior to the date of
execution hereof, a copy of such appraisal.

               8.  Representations and Warranties  Regarding Canadian Securities
Laws  (made  only by  Subscribers  who are  not  U.S.  Persons  (as  defined  in
Regulation S under the Act)).

               (a) The Subscriber is a resident of, or has its place of business
in, Ontario,  Manitoba,  British  Columbia,  Alberta or Belgium as is set as set
forth on the signature page hereto, which address was not created or used solely
for the purpose of acquiring Units, and the Subscriber:

               (i)    is not (and is not  purchasing  Units for the  account  or
               benefit of) a U.S. Person;

               (ii)   was not offered the Units in the United States;

               (iii)  did not execute or deliver this Subscription  Agreement in
               the United States, and

               (iv)   will not take delivery of the Units in the United States.

               (b) The  Subscriber,  on its own behalf  and, if  applicable,  on
behalf of  others  for whom it is  contracting  hereunder,  further  represents,
warrants  and  covenants to the Company and the  Canadian  Placement  Agent (and
acknowledges  that the  Company  and the  Canadian  Placement  Agent  and  their
respective  counsel  are  relying  thereon)  that  it  falls  within  one of the
following  prospectus  exemptions  applicable  under  Securities  Laws  (as used
herein,  the term "Securities Laws" means the applicable  securities laws of the
Province of Ontario, the Province of Alberta or the Province of Manitoba and the
respective regulations and rules made and forms prescribed thereunder,  together
with all applicable  published policy  statements and blanket orders and rulings
of the applicable securities regulatory authority):

               (i)    The Subscriber is purchasing as principal and is:

897953.8

                                       -7-

                      (A) a bank  listed  in  Schedule  I or II to the  Bank Act
                      (Canada) to which the Bank Act  (Canada)  applies,  or the
                      Federal Business  Development Bank incorporated  under the
                      Federal Business Development Bank Act (Canada);

                      (B) a credit  union or league to which the  Credit  Unions
                      and Caisses Populaires Act, 1994 (Ontario) applies;

                      (C) an insurance  company licensed under the Insurance Act
                      (Ontario);

                      (D) a subsidiary of any company  referred to above,  where
                      the  company  owns  all  of  the  voting   shares  of  the
                      subsidiary;

                      (E)  a  dealer  registered  in  the  category  of  broker,
                      investment  dealer or securities  dealer under  Securities
                      Laws;

                      (F) Her  Majesty  in right of  Canada or any  province  or
                      territory of Canada;

                      (G) a municipal  corporation or public board or commission
                      in Canada; or

                      (H) a company or a person  purchasing as principal,  other
                      than an  individual,  and is recognized by the  applicable
                      securities regulatory authority as an exempt Subscriber.

               (ii) The  Subscriber is purchasing as principal (of if purchasing
               as  agent  for  a  disclosed  or  undisclosed   principal,   each
               beneficial  Subscriber  for  whom the  Subscriber  is  acting  is
               purchasing  as  principal  for  its own  account  and not for the
               benefit  of any other  person)  and is  purchasing  a  sufficient
               number of Units which have an aggregate  acquisition  cost to the
               Subscriber  of not less than  CDN$150,000  if resident in Ontario
               and  CDN$97,000  if  resident  in  Alberta,  Manitoba  or British
               Columbia; and the Subscriber has not been created or is not being
               used  primarily to permit  purchases  without a prospectus or the
               share or  portion  of any  disclosed  or  undisclosed  principal,
               member, partner, beneficiary or shareholder of the Subscriber (as
               applicable) of the aggregate  acquisition  cost to such disclosed
               or  undisclosed,   principal  member,  partner,   beneficiary  or
               shareholder  of  the  Units  being  purchased  is not  less  than
               CDN$150,000  if resident in Ontario and CDN$97,000 if resident in
               Alberta, Manitoba or British Columbia.

               (iii) The Subscriber is a trust company registered under the Loan
               and Trust  Corporations Act (Ontario) and is purchasing the Units
               as trustee or as agent for accounts fully managed by it, or it is
               a portfolio advisor as defined in Ontario  Securities  Commission
               Rule  45-504 and it is  purchasing  the Units for an account of a
               client established in writing under which it makes the investment
               decisions for the

897953.8

                                       -8-

               account and has full  discretion  to trade in  securities  of the
               account  without  requiring  the  client's  express  consent to a
               transaction.

               (c) The  Subscriber,  on its own behalf  and, if  applicable,  on
behalf of others for whom it is  contracting  hereunder,  acknowledges  that the
representations  and  warranties  contained  herein  are  made  by it  with  the
intention that they may be relied upon by the Canadian  Placement  Agent and the
Company in determining  the  Subscriber's  eligibility,  or (if  applicable) the
eligibility  of others on whose behalf it is  contracting  hereunder to purchase
Units  under  Securities  Laws.  The  Subscriber,  on its  own  behalf  and,  if
applicable,  on behalf of others for whom it is contracting  hereunder,  further
agrees  that  by  accepting  delivery  of the  Units  on a  Closing  Date of the
Offering,   it  will  be   representing   and  warranting   that  the  foregoing
representations  and  warranties  are true and correct as at the time of closing
with the same  force and effect as if they had been made by the  Subscriber,  on
its  own  behalf  and,  if  applicable,  on  behalf  of  others  for  whom it is
contracting  hereunder,  at the time of closing  and that they will  survive the
purchase by the  Subscriber  of Units and will continue in full force and effect
notwithstanding  any  subsequent  disposition by the Subscriber of such Units or
the shares of Common Stock and Warrants  included in the Units,  as the case may
be.

               (d) The  Subscriber  hereby  acknowledges  that no prospectus has
been filed by the Company in Canada with any securities regulatory authority and
that  notwithstanding  that  the  issuance  of the  Units is  exempted  from the
prospectus  requirements available under the provisions of applicable Securities
Laws:

               (i)    the Subscriber is restricted  from using most of the civil
               remedies available under applicable Securities Laws;

               (ii)   the  Subscriber  may not  receive  information  that would
               otherwise  be required  to be  provided  to him under  applicable
               Securities Laws; and

               (iii)  the  Company is relieved  from  certain  obligations  that
               would otherwise apply under applicable Securities Laws.

               (e)  if an  individual,  the  Subscriber  has attained the age of
majority and is legally  competent to execute this  subscription and to take all
actions required pursuant hereto;

               (f)  The  Subscriber  (or  others  for  whom  it  is  contracting
hereunder)  agrees that the Company and/or the Canadian  Placement  Agent may be
required by law or otherwise to disclose to regulatory  authorities the identity
of the  Subscriber  and  each  beneficial  Subscriber  of  Units  for  whom  the
Subscriber  may be  acting  and  authorizes  the  Company  and/or  the  Canadian
Placement Agent to make any such disclosure.

897953.8

                                       -9-

               9.  Contractual  Right of Action.  The Company and the Subscriber
agree that, in addition to any other right  available to the  Subscriber at law,
the Subscriber,  if resident in Ontario or Alberta,  is entitled to exercise the
contractual  right  of  action  described  in  the  Canadian  Memorandum  in the
circumstances described therein.

               10.  Further Agreements.  The Subscriber agrees that:

               (a) it is not  entitled  to  cancel,  terminate  or  revoke  this
subscription;

               (b) it will not  transfer  or  assign  this  subscription  or any
interest therein;

               (c) this subscription may be accepted or rejected, in whole or in
part,  by the  Company,  in its  sole  discretion,  without  giving  any  reason
therefor;

               (d) if (i) this subscription is accepted in whole or in part, and
(ii) the other  conditions  precedent set forth above are met, it shall become a
stockholder  and  warrantholder  of the  Company,  the  amount to be paid by the
Subscriber  for the Units to be issued to the  Subscriber  may be transferred to
the capital of the Company as a contribution of the Subscriber;

               (e)  additional Units may be offered or sold by the Company; and

               (f) it will  indemnify  and hold  harmless the  Company,  Thomson
Kernaghan & Co. Limited, and their respective  affiliates and each other person,
if any, who controls any of the  foregoing,  within the meaning of Section 15 of
the  Act,  against  any and all  loss,  liability,  claim,  damage  and  expense
whatsoever  (including,  but not  limited  to, any and all  expenses  reasonably
incurred  in  investigating,  preparing  or  defending  against  any  litigation
commenced or threatened or any claim whatsoever, including reasonable attorneys'
fees)  arising  out of or  based  upon any  false  representation,  warranty  or
acknowledgment made herein.

               11.  Acknowledgment.   The  Subscriber   acknowledges  that  this
Subscription  Agreement  will not be valid,  binding and  enforceable  until the
Subscriber hereunder is accepted and approved by the Company.

               12.  Miscellaneous.  The Subscriber understands and agrees that:

               (a)  This   Subscription   Agreement   supersedes   any  previous
subscription  agreement  executed by or on behalf of the Subscriber  relative to
Units in the Company, and any such previous agreement is hereby rescinded and is
of no further force and effect.

               (b) The  Subscriber's  representations,  warranties and covenants
contained herein shall be true and correct in all respects on and as of the date
of the sale of the Units as if made on and as of such date and shall survive the
execution  and delivery of this  Subscription  Agreement and the purchase of the
Units.

897953.8

                                      -10-

               (c) Failure of the Company to exercise  any right or remedy under
this  Subscription  Agreement or any other agreement between the Company and the
undersigned,  or delay by the Company in exercising  such right or remedy,  will
not  operate as a waiver  thereof.  No waiver by the Company  will be  effective
unless and until it is in writing and signed by the Company.

               (d)  This  Subscription  Agreement  shall  be  governed  by,  and
enforced and construed in all respects in accordance with, the laws of the State
of New York,  such laws are  applied by New York  courts to  agreements  entered
into, and to be performed in, New York by and between residents of New York, and
shall be binding upon the undersigned,  the undersigned's  heirs,  estate, legal
representatives,  successors,  and assigns and shall inure to the benefit of the
Company,  its  successors  and assigns.  If any  provision of this  Subscription
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law,  then  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof that may prove invalid or unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

               (e) The  Subscriber  hereby  agrees to furnish the  Company  such
other  information  as  the  Company  may  request  with  respect  to his or its
subscription hereunder.

               13.  Representations  and Warranties of the Company.  The Company
represents and warrants to the Subscriber as follows:

               (a) Organization.  The Company is a corporation  validly existing
and in good standing under the laws of the State of Nevada and has all requisite
corporate  power and  authority to carry on its business as now being  conducted
and to own its properties and is duly licensed or qualified and in good standing
in each  jurisdiction  in which the conduct of its business or the nature of its
properties  requires  such  qualification  or  authorization,  except  where the
failure  to be so  qualified  or  authorized  and in  good  standing  could  not
reasonably  be expected to have a material  adverse  effect on the  business and
financial  condition  of the Company and its  subsidiaries,  taken as a whole (a
"Material Adverse Effect"). As of the date hereof, the Company does not have any
material  subsidiaries other than Jaws Technology,  Inc., an Alberta corporation
("Jaws Canada"), Pace Systems, Inc., incorporated under the laws of the Province
of Ontario ("Pace"),  and Jaws Acquisition Corp., an Alberta  corporation ("JAC"
and collectively with Jaws Canada and Pace, the "Subsidiaries"). Each Subsidiary
has been duly organized, is validly existing and in good standing under the laws
of the jurisdiction of its organization,  has the power and authority to own its
properties  and to conduct its business and is duly  qualified and authorized to
transact  business  and is in good  standing in each  jurisdiction  in which the
conduct  of  its  business  or  the  nature  of  its  properties  requires  such
qualification or  authorization,  except where the failure to be so qualified or
authorized  and in good  standing  could not  reasonably  be  expected to have a
Material Adverse Effect.  All of the outstanding common stock of each Subsidiary
is owned  by the  Company,  free  and  clear  of any  liens,  and has been  duly
authorized and validly issued, and is non- assessable,  except for such failures
as could not reasonably be expected to have a Material Adverse Effect.

897953.8

                                      -11-

               (b)  Authorization.  The Company has taken all action required to
authorize  the  execution  and delivery of this  Subscription  Agreement and the
consummation of the transactions  contemplated hereby, including the issuance of
sale of the Common Stock and the Warrants.  This Subscription Agreement has been
duly   executed  and   delivered  by  the  Company  and,   subject  to  the  due
authorization,  execution and delivery by the  Subscriber,  constitutes a legal,
valid  and  binding  obligation  of  the  Company,  enforceable  against  it  in
accordance with its terms,  except to the extent that enforcement thereof may be
limited  by (i)  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws now or hereafter in effect relating to creditors'  rights generally
and (ii) general principles of equity  (regardless of whether  enforceability is
considered in a proceeding in equity or at law).

               (c) SEC  Documents.  The Company  has  furnished  the  Subscriber
herewith,  or made available to the Subscriber,  copies of the following reports
(the "SEC Documents") filed by the Company with the United States Securities and
Exchange Commission (the "SEC"):

               (i) The  Company's  Pre-Effective  Amendment No. 4 to Form 10-SB,
               filed on November 1, 1999 (the "Form 10-SB");

               (ii)  The  Company's  two  Reports  on Form  8-K,  both  filed on
               November 15, 1999; and

               (iii) The Company's  Quarterly Report on Form 10-Q for the period
               ended September 30, 1999 (the "Form 10-Q").

               Each of the SEC Documents,  as of its respective  date of filing,
complied  in all  material  respects  with the  applicable  requirements  of the
Exchange  Act.  The Company is current in its  obligations  to file all periodic
reports with the SEC required to be filed under the Exchange Act and  applicable
rules and regulations promulgated thereunder.

               (d)  Financial  Statements.   The  financial  statements  of  the
Company  included in the Company's Form 10-SB and Form 10-Q,  which are included
in the Canadian Memorandum or provided in connection therewith,  fairly present,
in all material  respects,  the financial  position,  the results of operations,
cash  flows and the  other  information  purported  to be shown  therein  at the
respective  dates and for the  respective  periods  to which  they  apply.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting principles  consistently applied throughout the periods involved, are
correct and complete,  in all material respects,  and are in accordance with the
books and records of the Company.  There has at no time been a material  adverse
change in the financial condition, results of operations,  business, properties,
assets,  or liabilities of the Company from the latest  information set forth in
the Canadian  Memorandum,  except as may be described in the Canadian Memorandum
as having occurred or may occur.

897953.8

                                      -12-

               (e)  No  Violations  or  Breaches;   Consents.  (i)  Neither  the
execution and delivery of this  Subscription  Agreement nor the  consummation of
the transactions contemplated hereby will violate any provision of, or result in
the breach of (A) the Articles of Incorporation  or By-Laws of the Company;  (B)
any  material  agreement  to which the  Company  is a party;  (C)  result in the
creation of any material  claim,  lien,  charge or  encumbrance  upon any of the
property or assets of the Company;  or (D) to the knowledge of the Company,  any
applicable federal, state, foreign or local law, statute, ordinance, rule, code,
regulation,  order,  judgment or decree,  except for those violations that would
not have a Material Adverse Effect.  For purposes  hereof,  the term "knowledge"
means the actual  knowledge  of the  directors  and  executive  officers  of the
Company; and

               (ii) The Company is not in  violation  or breach of or in default
with  respect  to,  complying  with  any  material  provision  of any  contract,
agreement,  instrument,  lease,  license,  arrangement or understanding which is
material to the Company, and each such contract,  agreement,  instrument, lease,
license,  arrangement and  understanding  is in full force and effect and is the
legal,  valid and binding  obligation  of the Company,  enforceable  as to it in
accordance  with its terms  (subject to applicable  bankruptcy,  insolvency  and
other laws affecting the  enforceability  of creditors'  rights generally and to
general equitable principles).  The Company is not in violation or breach of, or
in  default  with  respect  to, any term of its  Articles  of  Incorporation  or
By-Laws, each as amended to date.

               (iii) The  Company  is not in  material  violation  of any law or
regulation  relating  to  occupational  safety  and  health  or to the  storage,
handling or  transportation  of hazardous or toxic materials and the Company has
received  all permits,  licenses  and/or  other  approvals  required of it under
applicable occupational safety and health and environmental laws and regulations
to conduct its  business,  and the Company is in  material  compliance  with all
terms and  conditions of any such permit,  license or approval,  except any such
violation of law or regulation, failure to receive required permits, licenses or
other  approvals  or failure  to comply  with the terms and  conditions  of such
permits,  licenses or  approvals  which would not,  singly or in the  aggregate,
result in a Material Adverse Effect.

               (f)  Capitalization;  Issuance of Shares.  As of the date of this
Subscription  Agreement,  the authorized  capital stock of the Company  consists
solely of (i) 95,000,000  authorized shares of Common Stock, of which 21,326,945
shares are issued  and  outstanding;  and (ii)  5,000,000  authorized  shares of
preferred stock, $.001 per share, none of which are issued and outstanding. Each
outstanding  share of capital stock of the Company is duly  authorized,  validly
issued, fully paid and nonassessable and has not been issued and is not owned or
held in violation of any preemptive  rights set forth in the Company's  Articles
of Incorporation or By-Laws,  each as amended to date, or any agreement to which
the Company is a party. There is no binding  commitment,  plan or arrangement to
issue,  and no  outstanding  option,  warrant  or other  right  calling  for the
issuance of, any share of capital  stock of the Company or any security or other
instrument  which  by  its  terms  is  convertible  into,   exercisable  for  or
exchangeable  for  shares  of  capital  stock of the  Company,  except as may be
described in or contemplated by, the Canadian  Memorandum.  There is outstanding
no security or other instrument which by its terms is

897953.8

                                      -13-

convertible  into or exchangeable for any class of share of capital stock of the
Company,  except as may be  described in the  Canadian  Memorandum.  The capital
stock of the  company  conforms  in all  material  respects  to the  description
thereof contained in the Canadian Memorandum.

               Upon the issuance by the Company to the  Subscriber of the shares
of Common Stock and the payment  therefor by the  Subscriber to the Company,  on
the terms and subject to the conditions  set forth herein,  the shares of Common
Stock will have been duly  authorized and validly issued and will be fully paid,
and non-assessable. The shares of Common Stock issuable upon the exercise of the
Warrant upon  issuance  (and upon  receipt by the Company of the exercise  price
thereof) will be validly issued, fully paid and non-assessable.

               (g) Litigation. There is no litigation, arbitration, governmental
or other proceeding  (formal or informal) or claim or investigation  pending or,
to the knowledge of the Company,  threatened  with respect to the Company or any
of its operations,  businesses, properties or assets, except as may be described
in the Canadian  Memorandum or such as  individually  or in the aggregate do not
now have and will not likely in the future have a Material  Adverse Effect.  The
Company is not in violation  of, or in default  with respect to, any law,  rule,
regulation,  order,  judgment  or  decree,  except  as may be  described  in the
Canadian  Memorandum or such as in the aggregate do not have a Material  Adverse
Effect.

               (h)  Intellectual  Property.  There is no right under any patent,
patent application,  trademark, trademark application, trade name, service mark,
copyright, franchise or other intangible property or asset (all of the foregoing
being  herein call  "Intangibles")  necessary  to the business of the Company as
presently  conducted,  except as may be so designated in the Canadian Memorandum
and which the  Company  has the right or  license  to use as  necessary.  To the
Company's knowledge, except as described in the Canadian Memorandum, the Company
has not infringed  nor is it infringing in any material  respect with respect to
Intangibles or others,  and the Company has not received  notice of infringement
with respect to asserted  Intangibles of others, which infringement would have a
Material Adverse Effect.

               (i)  Absence of Certain  Changes.  Subsequent  to the date of the
Memorandum,  and except as may otherwise be described in or  contemplated by the
Memorandum,  (A) the Company has not, except in the ordinary course of business,
incurred  any material  liability  or  obligation,  primary or  contingent,  for
borrowed money, (B) there has not been any material change in the capital stock,
short-term  debt or  long-term  debt of the  company,  (C) the  Company  has not
entered into any material  transaction  not in the ordinary  course of business,
(D) the Company  has not  purchased  any of its  outstanding  capital  stock nor
declared or paid any dividend or  distribution of any kind on its capital stock,
(E) the Company has not  sustained any material  loss or  interference  with its
businesses  or  properties  from  fire,  flood,  hurricane,  accident  or  other
calamity,  whether or not covered by insurance, or from any labor dispute or any
legal or  governmental  proceeding,  and (F)  there  has not  been any  material
adverse  change which the Company  reasonably  believes would likely result in a
prospective material adverse change, in the financial condition, results of

897953.8

                                      -14-

operations,  business, properties, assets, or liabilities of the Company and its
Subsidiaries, taken as a whole.

               (j)  Insurance.  The Company is insured by insurers of recognized
financial  responsibility  against  such losses and risks and in such amounts as
are prudent and  customary  in the  businesses  in which they are  engaged;  the
Company has not been refused any insurance  coverage  sought or applied for; and
the  Company  has no  reason  to  believe  that it will not be able to renew its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar coverage from insurers of recognized financial  responsibility as may be
reasonably necessary to continue its business.

               (k) Tax  Matters.  The  Company has filed all  foreign,  federal,
state and local  tax  returns  that are  required  to be filed or has  requested
extensions thereof (except in any case in which the failure so to file would not
have a Material Adverse Effect),  and has paid all material taxes required to be
paid by it and any other material assessment,  fine or penalty levied against it
to the extent that any of the foregoing is due and payable,  except for any such
material  assessment,  fine or penalty that is currently being contested in good
faith or as described in the Memorandum.

               (l)  Accounting  Controls.  The  Company  maintains  a system  of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are executed in accordance with  management's  general or specific
authorizations;   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability;  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization;  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

               (m)  Disclosure.   Neither  the  Canadian   Memorandum  nor  this
agreement  contain any untrue  statement  of a material  fact,  and the Canadian
Memorandum  and  this  agreement  taken as a whole  will  not omit to state  any
material fact  necessary in order to make the  statements  made, in light of the
circumstances  under  which  they were made,  not  misleading,  except  that the
Company shall have no liability for any  information  provided to the Company in
writing by, and relating to, the Canadian  Placement  Agent, for use in and used
in the Canadian  Memorandum.  It is understood  that any summary in the Canadian
Memorandum  of a document  which  appears  therein in full  (either as signed or
substantially  in the  form to be  signed)  does not  constitute  an  untrue  or
misleading statement merely because it is a summary; provided, however, that any
such summary may not contain any untrue  statement of a material fact or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances under which they were made, not misleading. If, at any time before
the Offering is completed or terminated or before all subscriptions are accepted
by the  Company,  there  should be any change  which  would  cause the  Canadian
Memorandum  or this  agreement  not to comply  with this  paragraph  13(m),  the
Company will promptly  advise the Canadian  Placement  Agent thereof and prepare
and furnish the Canadian

897953.8

                                      -15-

Placement  Agent with,  for  distribution  to investors,  after prior review and
approval by the Canadian Placement Agent and their counsel (such approval not to
be unreasonably withheld),  such copies of such supplements or amendments to the
Canadian  Memorandum and this  agreement will cause the Canadian  Memorandum and
this agreement,  as so  supplemented  or amended,  to comply with this paragraph
13(m), and will authorize the Canadian Placement Agent to make to investors,  if
(i) deemed necessary by counsel to the Canadian  Placement Agent and approved by
the  Canadian  Placement  Agent or (ii) if deemed  necessary  by  counsel to the
Company, an offer of rescission.

               14.  Certain Covenants.

               (a)  The  Company  covenants  and  agrees,  at its own  cost  and
               expense:

               (i) to file a registration statement (a "Registration Statement")
               with the SEC no later than 30 days  following  the Closing  Date,
               covering  the  resale  of any  and all  shares  of  Common  Stock
               included  in the Units and the  shares of Common  Stock  issuable
               upon exercise of the Warrants (the "Registrable Shares"),

               (ii) to use its best efforts to cause such Registration Statement
               to become effective within 90 days following the Closing Date and
               remain  effective  until the  earlier to occur of (i) the date on
               which all the  Warrants  have been  exercised  or have expired by
               their  terms,  and (ii) the date on  which  all such  shares  are
               eligible  for  resale  pursuant  Rule  144  of the  Act,  without
               limitation;

               (iii) to  prepare  and file  with the SEC,  as  expeditiously  as
               possible,  any  amendments and  supplements  to the  Registration
               Statement  and  the  prospectus   included  in  the  Registration
               Statement as may be necessary to keep the Registration  Statement
               effective for the period described in the foregoing clause (ii);

               (iv) as expeditiously  as possible,  to furnish to the Subscriber
               such reasonable numbers of copies of the prospectus,  including a
               preliminary   prospectus,   and  such  other   documents  as  the
               Subscriber may reasonably request in order to facilitate the sale
               or other disposition of the Registrable Shares; and

               (v)  as  expeditiously  as  possible,  register  or  qualify  the
               Registrable  Shares covered by the  Registration  Statement under
               the securities or Blue Sky laws of such states as the Subscribers
               shall reasonably request; provided, however, that (x) the Company
               shall not for any  purpose be  required to qualify to do business
               as a foreign corporation in any jurisdiction wherein it is not so
               qualified  or execute a general  consent to service of process in
               any  jurisdiction  and (y) if the Company is offering  securities
               for its own account,  it need not  register or qualify  under the
               securities  or Blue Sky  laws of any  jurisdiction  in which  the
               managing  underwriter  has no  intention  of  offering or selling
               securities for the account of the Company

897953.8

                                      -16-

               (except that the Company will use its best efforts to register or
               qualify Registrable Shares in such additional jurisdiction as any
               Subscriber  may request  subject to the  limitation of clause (x)
               and at the Subscriber's expense).

               Following  the issuance of any such shares of Common  Stock,  and
prior to such time as the applicable Registrable Shares are so registered,  such
shares  shall  be  restricted  securities  under  the Act,  will  not have  been
registered  under  the  Act and may  not be  sold  or  transferred  absent  such
registration  or unless an exception  from  registration  is  available  and the
certificates evidencing such shares shall bear an appropriate legend restricting
transfers  under the Act. In connection with such  registration,  the Subscriber
shall  provide to the Company  such  information,  and execute and deliver  such
certificates  and other  agreements,  as the Company may  reasonably  request in
order  to  effectuate  the  registration  of the  Registrable  Shares  including
providing  information  regarding such holder and the  distribution  proposed by
such  holder as the  Company  may request in writing and as shall be required in
connection with any registration, qualification or compliance.

               (b) The Subscriber  agrees that,  upon receipt of any notice from
the Company of (i) any request by the SEC for  amendments  or  supplements  to a
Registration  Statement or related  prospectus  covering any of the Subscribers'
Registrable  Shares,  (ii) the issuance by the SEC of any stop order  suspending
the  effectiveness  of a  Registration  Statement  covering any of  Subscriber's
Registrable Shares or the initiation of any proceedings for that purpose,  (iii)
the receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable  Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (iv) the happening
of any event  that  requires  the  making  of any  changes  in the  Registration
Statement  covering any of Subscriber's  Registrable  Shares so that it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading  or that any  related  prospectus  will not  contain  any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein, in light of the circumstances under which
they are made, not misleading,  and (v) the Company's  reasonable  determination
that a post-effective  amendment to a Registration Statement covering any of the
Subscriber's  Registrable  Shares or a supplement  to any related  prospectus is
required under the Act; the Subscriber will forthwith discontinue disposition of
such  Registrable  Shares until it is advised in writing by the Company that the
use of the applicable  prospectus (as amended or  supplemented,  as the case may
be) and disposition of the Registrable  Shares covered thereby  pursuant thereto
may be resumed provided,  however,  (x) that the Subscriber shall not resume its
disposition of Registrable  Shares  pursuant to such  Registration  Statement or
related  prospectus  unless it has  received  notice from the Company  that such
Registration  Statement or amendment has become  effective under the Act and has
received  a copy or  copies  of the  related  prospectus  (as  then  amended  or
supplemented,  as the case may be) unless the Registrable Shares are then listed
on a national  securities  exchange  and the Company has advised the  Subscriber
that the Company has delivered copies of the related prospectus, as then amended
or  supplemented,  in transactions  effected upon such exchange,  subject to any
subsequent  receipt by such  Subscriber from the Company of notice of any of the
events contemplated by

897953.8

                                      -17-

clauses  (i)  through  (iv) of this  paragraph,  and,  (y) if so directed by the
Company,  such holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in the Subscriber's possession, of
the prospectus  covering such Registrable  Shares current at the time of receipt
of such notice.

                       (c) (i) In the  event of any  Registration  of any of the
Registrable  Shares under the Act pursuant to this Subscription  Agreement,  the
Company will indemnify and hold harmless the seller of such Registrable  Shares,
and each other  person,  if any, who controls  such seller within the meaning of
the Act or the Exchange Act against any losses,  claims, damages or liabilities,
joint or several,  to which such seller or controlling person may become subject
under the Act, the Exchange Act, state securities or Blue Sky laws or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement  of any  material
fact contained in any Registration Statement under which such Registrable Shares
were registered  under the Act, any preliminary  prospectus or final  prospectus
contained in the Registration  Statement, or any amendment or supplement to such
Registration  Statement, or arise out of or are based upon the omission to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading; and, subject to Section 12(c)(iii) below, the
Company  will  reimburse  such seller and each such  controlling  person for any
legal or any other  expenses  reasonably  incurred by such seller or controlling
person in  connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action;  provided,  however,  that the Company will not be
liable in any such  case to the  extent  that any such  loss,  claim,  damage or
liability  arises out of or is based upon any untrue  statement or omission made
in such Registration Statement,  preliminary prospectus or final prospectus,  or
any such amendment or supplement,  in conformity with  information  furnished to
the Company,  in writing,  by or on behalf of such seller or controlling  person
for use in the preparation thereof or inclusion therein.

               The indemnity provisions in this Section 12(c)(ii) are subject to
the condition that,  insofar as they related to any untrue statement or omission
made in a preliminary  prospectus or prospectus  but eliminated or remedied in a
final  prospectus or an amended or supplemented  prospectus on file with the SEC
at the time the  Registration  Statement  becomes  effective  or any  amended or
supplemented prospectus filed with the SEC pursuant to Rule 424 or any successor
provision  under the Act (the "Final  Prospectus"),  such  indemnity  provisions
shall not inure to the benefit of the  Subscriber  (x) if the  Subscriber is not
selling Registrable Shares through an underwriter, if the Company has previously
delivered  copies of such Final  Prospectus to the Subscriber or, if Registrable
Shares are then  listed on a national  securities  exchange,  if the Company has
previously delivered copies of such Final Prospectus to such national securities
exchange in accordance with Rule 153 or any successor rule under the Act, or (y)
if the  Subscriber  is selling  Registrable  Shares  through an  underwriter  or
underwriters,  the  Company  has  previously  delivered  copies  of  such  Final
Prospectus to such underwriter or underwriters.

                       (ii)  In  the  event  of any  registration  of any of the
Registrable  Shares under the Act pursuant to this Subscription  Agreement,  the
Subscriber  will indemnify and hold harmless the Company,  each of its directors
and officers and each underwriter (if any), and each person,

897953.8

                                      -18-

if any, who controls the Company or any such  underwriter  within the meaning of
the Act or the Exchange Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company, such directors and officers, underwriter
or  controlling  person may become  subject under the Act,  Exchange Act,  state
securities  or Blue Sky  laws or  otherwise,  insofar  as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement  of a material  fact  contained  in any  Registration
Statement under which such Registrable Shares were registered under the Act, any
preliminary  prospectus  or  final  prospectus  contained  in  the  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based upon any omission to state a material fact required to
be stated therein or necessary to make the statement therein not misleading,  if
the statement or omission was made in conformity with  information  furnished in
writing to the Company by or on behalf of the Subscriber,  specifically  for use
in  connection  with  the  preparation  of or  inclusion  in  such  Registration
Statement, prospectus, amendment or supplement; and shall reimburse the Company,
its directors and officers,  and each such  controlling  person for any legal or
other  expenses   reasonably   incurred  by  any  of  them  in  connection  with
investigation or defending any such loss,  claim,  damage,  liability or action,
provided,  however, in no event shall Subscriber's  indemnification  obligations
hereunder  exceed the gross proceeds from the sale of Registrable  Shares by the
Subscriber.  This  indemnity  shall  remain  in full  force and  effect  for the
applicable  statute of limitation period regardless of any investigation made by
or on behalf of the  Company or such  controlling  person and shall  survive the
transfer of shares.

                       (iii) Each party entitled to  indemnification  under this
Section  12(c)(ii)  (the  "Indemnified  Party")  shall give  notice to the party
required to provide  indemnification  (the "Indemnifying  Party") promptly after
such Indemnified Party has actual knowledge of any loss, claim,  action,  damage
or  liability  as to  which  indemnity  may be  sought,  and  shall  permit  the
Indemnified  Party to assume the  defense  of any such  claim or any  litigation
resulting  therefrom;  provided,  that counsel for the  Indemnifying  Party, who
shall conduct the defense of such claim or litigation,  shall be approved by the
Indemnified  Party (whose  approval shall not be  unreasonably  withheld);  and,
provided,  further,  that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnified Party of its obligations under
this  Section  12(c)(ii),  except to the extent that such failure to give notice
prejudices the Indemnifying  Party or such Indemnifying Party is damaged by such
delay.  The  Indemnified  Party may  participate in such defense at such party's
expense;  provided,  however, that the Indemnifying Party shall pay such expense
(but in no event shall the  Indemnifying  Party be obligated to pay the fees and
expenses  of more than one  counsel  for the  Indemnified  Party or  Parties) if
representation  of  such  Indemnified  Party  by  the  counsel  retained  by the
Indemnifying Party would be inappropriate due to actual or potential conflict of
interests  between the Indemnified Party and any other party represented by such
counsel in such  proceeding.  No Indemnifying  Party, in the defense of any such
claim or litigation  shall,  except with the consent of each Indemnified  Party,
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect of such
claim or litigation, and no Indemnified Party shall

897953.8

                                      -19-

consent to entry of any judgment or settle such claim or litigation  without the
prior written consent of the Indemnifying Party.

                       (iv) If the indemnification  provided for in this Section
12(c)  is  finally  determined  by a  court  of  competent  jurisdiction  to  be
unavailable to an Indemnified Party with respect to any loss, liability,  claim,
damage, or expense referred to therein or contribution is required under the Act
in circumstances for which indemnification is provided under this Section 12(c),
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such loss, liability, claim, damage, or expense (i) in such
proportion as is in appropriate to reflect the relative benefits received by the
Indemnifying  Party on the one hand and the  Indemnified  Party on the  other or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  received by the  Indemnifying  Party on the one hand and the
Indemnified  Party on the other but also the relative fault of the  Indemnifying
Party  and  the  Indemnified  Party  as  well as any  other  relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  related  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement  or  omission;  provided,  however,  that,  in any such  case,  (A) no
Subscriber  will be  required  to  contribute  any amount in excess of the gross
proceeds of all  Registered  Shares  sold by it  pursuant  to such  Registration
Statement,  and (B) no person or entity guilty of fraudulent  misrepresentation,
within  the  meaning  of  Section  11(f)  of  the  Act,  shall  be  entitled  to
contribution  from any  person or entity  who is not  guilty of such  fraudulent
misrepresentation.

                       (v)  The  obligations  under  this  Section  12(c)  shall
survive the  completion of any offering of Registered  Shares in a  registration
statement.

               (d) As  liquidated  damages and  Subscriber's  sole and exclusive
remedy in the event of a breach by the Company of its  obligations  set forth in
Section 12(a) above to have a Registration  Statement  declared effective within
90 days  following the final Closing Date, if a Company  Registration  Statement
covering such shares of Common Stock is not declared  effective  within 90 days,
but prior to 180 days,  following the final  Closing Date of the  Offering,  the
exercise price of the Warrants sold to  Subscribers  shall be reduced by US$0.25
per  month,  or  a  pro  rated  amount  thereof  for  partial  months,  until  a
Registration  Statement  covering  such  shares  is  declared  effective.  If  a
Registration  Statement  covering  such shares of Common  Stock is not  declared
effective  within 180 days  following the final Closing Date, the exercise price
of the  Warrants  shall be reduced by US$0.50 per month,  or a pro rated  amount
thereof for partial months, until a Registration  Statement covering such shares
of Common Stock is declared  effective.  Notwithstanding  the  foregoing,  in no
event should the exercise  price of the Warrants sold to  Subscribers be reduced
to a price lower than $3.75 per share.

897953.8

                                      -20-

               (e) From and after the Closing  Date,  the Company  shall use its
best efforts to file all documents  required to be filed by it on a timely basis
with the SEC under the Exchange Act and with the applicable  Canadian securities
regulatory authorities under the applicable Canadian provincial Securities Laws.

                            [Signature page follows]

897953.8

        IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Subscription
Agreement as of the date specified below.
- ----------------------------- -------------------------------------------------- Number of Units Subscribed For Print Full Legal Name of Partnership, Trust or LLC By: - ----------------------------- ---------------------------------------------- Aggregate Purchase Price (Signature of Authorized Signatory) (US$4.25 per Unit) Name: - ----------------------------- -------------------------------------------- Dated: Title: ------------------------------------------- Address: ----------------------------------------- -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- U.S. Tax Identification Number (if a U.S. Person) -------------------------------------------------- Date and State or Jurisdiction of Incorporation or Organization -------------------------------------------------- Date on which Taxable Year Ends
ACCEPTED AND AGREED: JAWS TECHNOLOGIES, INC. By: ---------------------------- Name: Title: Dated: ----------------------------- 897953.8

Basic Info X:

Name: Corporations, partnerships and trusts
Type: trust
Date: Feb. 14, 2000
Company: JAWS TECHNOLOGIES INC /NY
State: Nevada

Other info:

Date:

  • December 16 , 1999
  • December 13 , 1999
  • December 23 , 1999
  • November 1 , 1999
  • November 15 , 1999
  • September 30 , 1999

Organization:

  • British Columbia of US
  • Name of Offeree SUBSCRIPTION AGREEMENT JAWS Technologies , Inc.
  • Alberta T2T0A7 Canada Ladies
  • SmallCaps Online LLC
  • Small Business Investment Company
  • United States Small Business Administration
  • Warranties Regarding Canadian Securities Laws
  • Federal Business Development Bank Act Canada
  • Ontario Securities Commission Rule
  • Subscriber of Units
  • Contractual Right of Action
  • Thomson Kernaghan & Co.
  • the State of Nevada
  • Jaws Technology , Inc.
  • Pace Systems , Inc.
  • Jaws Acquisition Corp.
  • United States Securities and Exchange Commission
  • Material Adverse Effect
  • Absence of Certain Changes
  • l Accounting Controls
  • Canadian Placement Agent
  • Company Registration Statement
  • Canadian provincial Securities Laws
  • Print Full Legal Name of Partnership
  • Aggregate Purchase Price Signature of Authorized Signatory US

Location:

  • Toronto
  • Calgary
  • Nevada
  • Massachusetts
  • British Columbia
  • Belgium
  • United States
  • Manitoba
  • New York
  • Canada
  • Ontario
  • Alberta
  • U.S.

Money:

  • $ 100,000
  • $ 6.50
  • $ 5,000,000
  • $ 200,000
  • $ 300,000
  • $ 1,000,000
  • $ 2,000,000
  • $ 150,000
  • $ 97,000
  • $ .001
  • $ 0.50
  • $ 3.75
  • $ 4.25

Person:

  • Lionel F. Conacher
  • Jaws Canada

Percent:

  • one hundred percent 100 %