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                  SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

         This Amendment to the Stock Purchase Agreement is dated as of December
26, 2000 (the "Second Amendment") by and between JAWZ Inc., a Delaware
Corporation ("JAWZ") (formerly JAWS Technologies, Inc., a Nevada Corporation)
and Charles A. Ehredt ("Ehredt"). Capitalized terms used but not otherwise
defined in this amendment shall have the respective meanings ascribed to such
terms in the Stock Purchase Agreement, dated April 20, 2000 between JAWZ, Ehredt
and Nucleus Consulting, Inc., an Illinois Corporation ("Nucleus") (the "Stock
Purchase Agreement").

                                   WITNESSETH:

         WHEREAS JAWZ, Ehredt and Nucleus are parties to the Stock Purchase
Agreement, providing for the sale by Ehredt to JAWZ of all of the issued and
outstanding shares of capital stock of Nucleus (the "Shares");

         AND WHEREAS the Stock Purchase Agreement was previously amended on May
19th, 2000 to clarify that the Deferred Cash Consideration was not dependent
upon Ehredt's continued employment with JAWZ;

         AND WHEREAS the parties now desire to enter into this second amending
agreement to alter the consideration provided by JAWZ to Ehredt under the Stock
Purchase Agreement, as amended (the "Second Amendment").

         NOW, THEREFORE in consideration of the mutual covenants and premises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto agree
as follows:

1.       Article 1 of the Stock Purchase Agreement is amended by deleting
         Section 1.2 and inserting the following:

         "1.2   Purchase Consideration and Payment for Shares. JAWZ shall
         acquire 100% of the issued and outstanding stock of the Company for a
         purchase price of $750,000 USD and the issuance of 428,857 shares of
         JAWZ' common stock, par value $0.001 per share (the "JAWZ Common
         Stock")".

         (a)    JAWZ Common Stock. The JAWZ Common Stock shall consist of
                142,857 shares of JAWZ common stock issued to Ehredt on April
                20, 2000 and 286,000 shares of JAWZ common stock to be issued to
                Ehredt as of the execution of this Second Amendment. Such common
                stock shall have an assumed and agreed upon value of $0.5313 USD
                per share.

         (b)    Repayment of Previous Consideration. Upon execution of this
                Second Amendment, Ehredt shall cause to be delivered, by
                certified check or wire transfer, to JAWZ, the $250,000 USD plus
                interest from April 20, 2000 currently held in the trust/escrow
                account of Dykema Gossett, counsel to Ehredt.

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2.       Sections 1.2A, 1.4 and 1.6 and Schedule 1.2 (B) are deleted.

3.       The Stock Purchase Agreement is amended mutatis mutandis in order to
         effect the provisions of this Second Amendment.

4.       Ehredt acknowledges that nothing herein shall release him from his
         obligations under the Stock Purchase Agreement, as amended.

5.       Except to the extent each is expressly amended by the terms of this
         Second Amendment, all terms and conditions of the Stock Purchase
         Agreement, as amended, and all other instruments and agreements
         executed thereunder or in connection therewith shall remain in full
         force and effect in accordance with their terms. This Second Amendment
         may be amended, supplemented or otherwise modified only by written
         instrument executed by the parties hereto.

6.       This Second Amendment may be executed simultaneously in any number of
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument. This
         Second Amendment shall be governed by and construed in accordance with
         the terms, conditions and provisions of the Stock Purchase Agreement,
         as amended.


         IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment as of the date first above written.


                                       JAWZ Inc.


                                       per:     /s/ Riaz Mamdani
                                                ----------------
                                       name:    Riaz Mamdani
                                       title:   Chief Financial Officer



/s/ Witness                            /s/ Charles A. Ehredt
- -----------                            ---------------------
Witness                                CHARLES A. EHREDT
                                       (individually as seller)