<PAGE>   1

                                                                    Exhibit 4.18



                                                            Adjustable Warrant


NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                             JAWS TECHNOLOGIES, INC.

                                     WARRANT

Warrant No. ______                                        Dated: June 22, 2000


      Jaws Technologies, Inc., a Nevada corporation (the "Company"), hereby
certifies that, for value received, _____________________________, or its
registered assigns ("Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company the total number of shares of common
stock, $.001 par value per share (the "Common Stock"), of the Company (each
such share, a "Warrant Share" and all such shares, the "Warrant Shares")
calculated pursuant to Section 3 of this Warrant (subject to adjustment for
certain events as set forth herein) at an exercise price equal to $.001 per
share (as adjusted from time to time as provided in Section 8, the "Exercise
Price"), at the times set forth herein through and including the 40th
Business Day (as defined in Exhibit A) following the Third Vesting Date (as
defined herein) (the "Expiration Date"), and subject to the following terms
and conditions (certain terms used herein are defined in Exhibit A attached
hereto).  All references to $ (dollars) shall be to  US$ (United States
dollars).

      1. Registration of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, and the Company shall not be affected by
notice to the contrary.

      2. Registration of Transfers. The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at the address
<PAGE>   2
specified in Section 13. Upon any such registration or transfer, a new warrant
to purchase Common Stock, in substantially the form of this Warrant (any such
new warrant, a "New Warrant"), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued to
the transferring Holder. The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance of such transferee of all of the rights
and obligations of a holder of a Warrant. Subject to Section 14(g) below, any
transfer or assignment of this Warrant and Warrant Shares obtained by the Holder
in exercise of this Warrant is subject to the requirement that such securities
be registered under the Securities Act of 1933, as amended (the "1933 Act"), and
applicable state securities laws or exempt from registration under such laws.

      3. Duration, Vesting and Exercise.

            (a) The vesting of the Warrant Shares which the Holder is permitted
to acquire pursuant to this Warrant shall occur on the dates set forth below. On
each such date, this Warrant shall vest on a cumulative basis with respect to a
number of Warrant Shares calculated pursuant to Section 3(b) below. Only the
Warrant Shares that have vested may be acquired upon exercise of this Warrant.

                  (i)   The first vesting date (the "First Vesting Date")
shall be the 150th day following the Closing Date (as defined in Exhibit A),
provided, that, at the Holder's option, by written notice delivered to the
Company ten days prior to such 150th day, the First Vesting Date may be
delayed up to the 240th day following the Closing Date;

                  (ii)  The second vesting date (the "Second Vesting Date")
shall be the 40th Trading Day following the First Vesting Date; and

                  (iii) The third vesting date (the "Third Vesting Date")
shall be the 40th Trading Day following the Second Vesting Date.

            Each of the First Vesting Date, Second Vesting Date, and Third
Vesting Date shall be referred to herein as a "Vesting Date."  The Company
covenants that, during the last 10 days of the 40 days preceding a Vesting
Date, it will not issue or sell any shares of its Common Stock at a price per
share which is less than $5.00.

            (b) On each Vesting Date, this Warrant shall vest and become
exercisable with respect to the number of Warrant Shares, if any, calculated in
accordance with the following formula:

   (Applicable Share Number) x [(Purchase Price/0. 89) - (Adjustment Price)]
   -------------------------------------------------------------------------
                               Adjustment Price


                                      -2-
<PAGE>   3
            If the number calculated in accordance with the foregoing formula
is zero or a negative number, no Warrant Shares shall vest hereunder for such
Vesting Date and the Holder shall not be obligated to transfer any shares of
Common Stock to the Company.  In addition, the Holder shall not be obligated
to transfer any shares of Common Stock to the Company and the number of
Warrant Shares exercisable hereunder which shall have previously vested will
not decrease.

            (c) Notwithstanding anything herein to the contrary, if, after the
Effective Date, the average of the Per Share Market Values (as defined in
Exhibit A) for any 20 consecutive Trading Days is greater than 120% of the
Purchase Price (as defined in Exhibit A) (which number shall be subject to
equitable adjustment for stock splits, recombinations and similar events), this
Warrant shall not vest with respect to any additional Warrant Shares (and all
such vesting rights will terminate) but will remain in effect as to any Warrant
Shares which have vested prior thereto.

            (d) Notwithstanding the foregoing provisions of this Section 3, at
any time during the period between the Closing Date and the Expiration Date,
within ten Trading Days following the occurrence of any of the following events
(each, an "Event"), the Holder shall have the option to elect, by providing the
Company with a notice (an "Event Vesting Notice"), to have this Warrant vest
with respect to those Warrant Shares that have not yet already vested (the
"Vested Warrant Shares"), provided, that the Event Vesting Notice may also
require the Company to redeem all or a portion of the Vested Warrant Shares at
the Mandatory Redemption Price (as defined in Exhibit A);

                  (i) upon the occurrence of any of (i) an acquisition after the
date hereof by an individual or legal entity or "group" (as described in Rule
13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of in excess of 1/3 of the voting securities of the
Company, (ii) a replacement of more than one-half of the members of the
Company's board of directors which is not approved by those individuals who are
members of the board of directors on the date hereof (or Persons appointed or
nominated thereby) in one or a series of related transactions, (iii) the merger
of the Company with or into another entity, consolidation or sale of all or
substantially all of the assets of the Company in one or a series of related
transactions, unless following such transaction or series of transactions, the
holders of the Company's securities prior to the first such transaction continue
to hold at least 2/3 of the securities of the surviving entity or acquirer of
such assets or (iv) the execution by the Company of an agreement to which the
Company is a party or by which it is bound, providing for any of the events set
forth above in (i), (ii) or (iii); provided, however, that if the price per
share paid in connection with Events (i), (iii) or (iv) (but only to the extent
that Event (iv) relates to clauses (i) or (iii)) above exceeds the quotient of
the Purchase Price divided by 0.89, then the Event Vesting Notice which the
Holder may deliver pursuant to either Event (i), (iii) or (iv) above, shall not
require the Company to redeem all or a portion of the Vested Warrant Shares.

                  (ii) immediately prior to an assignment by the Company for the
benefit of creditors or commencement of a voluntary case under Title 11 of the
United States Code, or an


                                      -3-
<PAGE>   4
entering into of an order for relief in an involuntary case under Title 11 of
the United States Code, or adoption by the Company of a plan of liquidation or
dissolution;

                  (iii) five (5) Business Days prior to the proposed
consummation with respect to the Company of a "Rule 13e-3 transaction" as
defined in Rule 13e-3 under the Exchange Act (or, if necessary, such earlier
date as the Company shall determine in good faith to be required in order for
the Holder to be able to participate in such transaction), it being agreed that
the Holder will receive actual notice of the 13e-3 Statement filed with the
Commission;

                  (iv) For any period of three (3) consecutive Trading Days
commencing on or after the date of issuance of this Warrant, there shall be no
closing bid price on the Common Stock on the Nasdaq (as defined in Exhibit A) or
a Subsequent Market (as defined in Exhibit A);

                  (v) The Common Stock fails to be listed or quoted for trading
on the Nasdaq or a Subsequent Market or for a period of three (3) consecutive
Trading Days;

                  (vi) After the Effective Date, a holder of Registrable
Securities (as defined in the Registration Rights Agreement) is not permitted to
sell Registrable Securities under the Underlying Shares Registration Statement
(as defined in Exhibit A) for any reason for sixty (60) consecutive days;
provided, that, if a Vesting Date occurred during such sixty consecutive day
period, then, at the Holder's option, such Vesting Date shall be delayed for the
remaining number of days during which the holder of Registrable Securities is
not permitted to sell Registrable Securities under the Underlying Shares
Registration Statement. If however, such sixty (60) consecutive day period does
not occur, then a Vesting Date shall not be delayed under this clause (vi).

                  (vii) The Underlying Shares Registration Statement shall
not be declared effective by the Commission on or prior to the 180th day
following the Closing Date); or

                  (viii) The Company shall fail for any reason to deliver
certificates to a Holder prior to the eighth day after a Date of Exercise
pursuant to and in accordance with Section 4(a);

                  (ix) The Company shall fail or default in the timely
performance of any material obligation under the Transaction Documents and such
failure or default shall continue uncured for a period of ten (10) Business Days
after the date on which written notice of such failure or default is first given
to the Company.

            In the event the Holder delivers an Event Vesting Notice, this
Warrant shall vest with respect to the number of Warrant Shares calculated in
accordance with the formula set forth in Section 3(b), provided, that for
purposes of such calculation, (A) the Adjustment Price shall be deemed to
mean the average of the Per Share Market Values for any 10 consecutive
Trading Days during the 40 consecutive Trading Days preceding the date of the
Event, as selected by the Holder and (B) the Applicable Share Number shall be
deemed to mean (i) prior to the First Vesting Date,


                                      -4-
<PAGE>   5
100% of the number of shares of Common Stock purchased by the Holder pursuant to
the Purchase Agreement, (ii) after the First Vesting Date and prior to the
Second Vesting Date, 66 and 2/3% of the number of shares of Common Stock
purchased by the Holder pursuant to the Purchase Agreement, and (iii) after the
Second Vesting Date and prior to the Third Vesting Date 33 and 1/3% of the
number of shares of Common Stock purchased by the Holder pursuant to the
Purchase Agreement. After the Third Vesting Date the Applicable Share Number
shall equal zero. If the Holder shall have elected to require the Company to
redeem the Vested Warrant Shares pursuant to the terms hereof, the Company shall
pay the Mandatory Redemption Price no later than the fifth day following the
date of the delivery of the Event Vesting Notice. Interest shall accrue on the
Mandatory Redemption Price from the seventh day after such amount is due (being
the date of an Event of Default) through the date of prepayment in full thereof
at the rate of 18% per annum (or such lesser maximum amount that is permitted to
be paid by applicable law), to accrue daily from the date such payment is due
hereunder through and including the date of payment.

            (e) Subject to Sections 3(a) and (b), this Warrant shall be
exercisable by the registered Holder on any Business Day before 6:30 P.M., New
York City time, at any time and from time to time on or after the date hereof to
and including the Expiration Date, provided, however, that the minimum number of
Warrant Shares as to which this Warrant is being exercised shall not be less
than 50,000 Warrant Shares. At 6:30 P.M., New York City time on the Expiration
Date, the portion of this Warrant not exercised prior thereto shall be and
become void and of no value and, unless vested prior to such Expiration Date,
all rights of the Holder and the obligations of the Company shall terminate in
their entirety.

            (f) Subject to Sections 3(a) and (b), this Warrant shall be
exercisable, either in its entirety or, from time to time, for a portion of the
number of Warrant Shares. If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

            (g) This Warrant shall be not be deemed to confer upon the Holder
any right to vote or to consent to or receive notice as a stockholder of the
Company, as such, in respect of any matters whatsoever, or any other rights or
liabilities as a stockholder, prior to the exercise hereof.

      4. Delivery of Warrant Shares.


                                      -5-
<PAGE>   6
            (a) Upon surrender of this Warrant, with the Form of Election to
Purchase attached hereto duly completed and signed, to the Company at its
address for notice set forth in Section 12 and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends to
purchase hereunder, in the manner provided hereunder, all as specified by the
Holder in the Form of Election to Purchase, the Company shall promptly (but in
no event later than 4 Business Days after the Date of Exercise (as defined
herein)) issue or cause to be issued and cause to be delivered to or, if not in
violation of applicable law, upon the written order of the Holder and in such
name or names as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise, free of restrictive legends except (in the case of
each of the transfer and the issuance) (i) either in the event that a
registration statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder thereunder is not then effective or the Warrant
Shares are not freely transferable without volume restrictions pursuant to Rule
144(k) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), or (ii) if this Warrant shall have been issued pursuant to a written
agreement between the original Holder and the Company, as required by such
agreement. Any person so designated by the Holder to receive Warrant Shares
shall be deemed to have become holder of record of such Warrant Shares as of the
Date of Exercise of this Warrant. The Company shall, if available, use its best
efforts to deliver Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions if (a) the Holder makes such a request in writing
and (b) the Holder certifies to the Company and the Transfer Agent that it
delivered a prospectus to the buyer in connection with the resale of Warrant
Shares.

                  A "Date of Exercise" means the date on which the Holders
shall have delivered to the Company (i) this Warrant (or any New Warrant, as
applicable), with the Form of Election to Purchase attached hereto (or
attached to such New Warrant) appropriately completed and duly signed, and
(ii) payment of the Exercise Price for the number of Warrant Shares so
indicated by the holder hereof to be purchased.

            (b) If the Company fails to deliver to the Holder certificate or
certificates representing the Warrant Shares pursuant to Section 4(a) by the
fourth (4th) Business Day after the Date of Exercise, the Company shall pay to
such Holder, in cash, as liquidated damages and not as a penalty, $5,000 for
each Business day after such fourth (4th) Business Day until such certificates
are delivered. Nothing herein shall limit the Holder's right to pursue actual
damages for the Company's failure to deliver certificates representing shares of
Common Stock upon exercise within the period specified herein and the Holder
shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief. The exercise of any such rights shall not prohibit the Holder
from seeking to enforce damages pursuant to any other Section hereof or under
applicable law.

            (c) In addition to any other rights available to the Holder, if the
Company fails to deliver to the Holder certificate or certificates representing
the Warrant Shares pursuant to Section 4(a) by the fourth (4th) Business Day
after the Date of Exercise, and if after such fourth (4th) Business Day the
Holder purchases (in an open market transaction or otherwise) shares of Common


                                      -6-
<PAGE>   7
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Company shall pay (1) in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver pursuant to
Section 4(b) to deliver to the Holder in connection with the exercise at issue
by (B) the Per Share Market Value at the time of the obligation giving rise to
such purchase obligation and (2) deliver to the Holder the number of shares of
Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations under Section 4(b). For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted exercise of shares of Common Stock with a
market price on the date of exercise totaled $10,000, under clause (A) of the
immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the
amounts payable to the Holder in respect of the Buy-In.

            (d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of
any other circumstance which might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares. If the
Company breaches its obligations under this Warrant, then, in addition to any
other liabilities the Company may have hereunder and under applicable law, the
Company shall pay or reimburse the Holder on demand for all costs of collection
and enforcement (including reasonable attorneys fees and expenses).

      5. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.

      6. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested, satisfactory to the Company. Applicants for
a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable charges as
the Company may prescribe.


                                      -7-
<PAGE>   8
      7. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant
Shares which are then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions of Section 8). The Company covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable.

      8. Certain Adjustments. The Purchase Price, the Exercise Price and number
of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section. In no event shall the
Exercise Price be less than $.001. Upon each such adjustment of the Exercise
Price pursuant to this Section, the Holder shall thereafter prior to the
Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

      (i) If the Company, at any time while this Warrant is outstanding, (i)
shall pay a stock dividend (except scheduled dividends paid on any preferred
stock which contains a stated dividend rate) or otherwise make a distribution or
distributions on shares of its Common Stock or on any other class of capital
stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock into a larger number of shares, or (iii) combine outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding before such event
and of which the denominator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding after such event. Any adjustment
made pursuant to this Section shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination, and shall apply to
successive subdivisions and combinations.

      (ii) In case of any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then the Holder shall have the right thereafter to
exercise this Warrant only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reclassification, transfer or share exchange, and the Holder
shall be entitled upon such event to receive such amount of securities or
property equal to the amount of Warrant Shares such Holder would have been
entitled to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange. The terms of any such reclassification or
share exchange shall include such terms so as to continue to give to the Holder


                                      -8-
<PAGE>   9
the right to receive the securities or property set forth in this Section 8(b)
upon any exercise following any such reclassification or share exchange.

      (iii) If the Company, at any time while this Warrant is outstanding,
shall distribute to all holders of Common Stock (and not to holders of this
Warrant) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security (excluding those referred to in
Sections 8(i), (ii) and (iv)), then in each such case the Exercise Price
shall be determined by multiplying the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to
receive such distribution by a fraction of which the denominator shall be the
Exercise Price determined as of the record date mentioned above, and of which
the numerator shall be such Exercise Price on such record date less the then
fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding share
of Common Stock on a fully diluted basis as determined by the Company's
independent certified public accountants that regularly examines the
financial statements of the Company (an "Appraiser").

      (iv)  In case of any (1) merger or consolidation of the Company with or
into another Person, or (2) sale by the Company of more than one-half of the
assets of the Company in one or a series of related transactions, the Holder
shall have the right thereafter to (A) exercise this Warrant for the shares
of stock and other securities, cash and property receivable upon or deemed to
be held by holders of Common Stock following such merger, consolidation or
sale, and the Holder shall be entitled upon such event or series of related
events to receive such amount of securities, cash and property as the Common
Stock for which this Warrant could have been exercised immediately prior to
such merger, consolidation or sales would have been entitled or (B) in the
case of a merger or consolidation, require the surviving entity to issue
warrants equal to the number of Warrant Shares to which this Warrant then
permits, which new warrant shall be identical to this Warrant mutatis
mutandis.  If the Holder shall elect choice (B) in the immediately preceding
sentence, the Company or the surviving entity (as the case may be) may, by
the Business Day preceding the consummation of the business combination at
issue, retire this Warrant by paying to the Holder, in cash, the Black
Scholes value of this Warrant (which value must be agreed between the
parties).  Failure to so elect or pay such amount prior to the Business Day
preceding the consummation of the business combination at issue shall be
deemed an election by the Company and the surviving entity to cause the
surviving entity to issue the warrants contemplated in (B) above.  In the
case of clause (B), the exercise price for such new warrant shall be based
upon the amount of securities, cash and property that each share of Common
Stock would receive in such transaction and the Exercise Price of this
Warrant immediately prior to the effectiveness or closing date for such
transaction.  The terms of any such merger, sale or consolidation shall
include such terms so as continue to give the Holder the right to receive the
securities, cash and property set forth in this Section upon any conversion
or redemption following such event. This provision shall similarly apply to
successive such events.

      (v) For the purposes of this Section 8, the following clauses shall also
be applicable:

                                      -9-
<PAGE>   10
            (i) Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities convertible or exchangeable into shares
of Common Stock, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.

            (ii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.

      (vi)  All calculations under this Section 8 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.  No
adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least five cents ($0.05) in such
price; provided, however, that any adjustments which by reason of this
Warrant are not required to be made shall be carried forward and taken into
account in any subsequent adjustment required to be made hereunder.

      (vii) Upon the occurrence of each adjustment or readjustment of the
Exercise price pursuant to this Section 8, the Company at its expense will
promptly compute such adjustment or readjustment in accordance with the terms
of this Warrant and prepare a certificate setting forth such adjustment or
readjustment, including a statement of the adjusted Exercise Price or
adjusted number of shares of Common Stock, if any, issuable upon exercise of
each Warrant, describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment or readjustment is
based.  Upon written request, the Company will forthwith  mail, by first
class mail, postage prepaid, a copy of each such certificate to the Holder of
this Warrant at the address of such Holder as shown on the books of the
Company, and to its Transfer Agent.

      (viii) If (i) the Company shall declare a dividend (or any other
distribution) on its Common Stock; (ii) the Company shall declare a special
nonrecurring cash dividend on or a redemption of its Common Stock; (iii) the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; (iv) the approval of any stockholders of the Company
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; or (v) the Company shall authorize the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall cause to be mailed to each Holder at their last addresses as they
shall appear upon the Warrant Register, at least 15 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which


                                      -10-
<PAGE>   11
a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up; provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.

      9. Payment of Exercise Price. The Holder shall pay the Exercise Price in
one of the following manners:

            (a) Cash Exercise. The Holder may deliver immediately available
funds; or

            (b) Cashless Exercise. At any time after the earlier to occur of the
Effectiveness Date (as defined in the Registration Rights Agreement) and the
date the initial registration statement filed pursuant to the Registration
Rights Agreement is declared effective by the Commission, when a registration
statement covering the resale of the Warrant Shares and naming the Holder as a
selling stockholder thereunder is not then effective, the Holder may surrender
this Warrant to the Company together with a notice of cashless exercise, in
which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:

                        X = Y [(A-B)/A]
      where:
                        X = the number of Warrant Shares to be issued
                        to the Holder.

                        Y = the number of Warrant Shares with respect to
                        which this Warrant is being exercised.

                        A = the average of the closing sale prices of the
                        Common Stock for the five (5) trading days
                        immediately prior to (but not including) the Date of
                        Exercise as reported by Bloomberg Information
                        Systems, Inc. (or any successor to its function of
                        reporting stock prices).

                        B = the Exercise Price.

For purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
been commenced, on the issue date.


                                      -11-
<PAGE>   12
      10. Certain Exercise Restrictions.

            (a) A Holder may not exercise this Warrant to the extent such
exercise would result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules promulgated thereunder) in excess of 4.999% of the
then issued and outstanding shares of Common Stock, including shares issuable
upon such exercise and held by such Holder after application of this Section.
Since the Holder will not be obligated to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder, unless
the exercise at issue would result in the issuance of shares of Common Stock in
excess of 4.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular exercise hereunder and to the extent that the Holder determines that
the limitation contained in this Section applies, the determination of which
portion of this Warrant is exercisable shall be the responsibility and
obligation of the Holder. If the Holder has delivered a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other shares
that the Holder or its affiliates may beneficially own, would result in the
issuance in excess of the permitted amount hereunder, the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum portion of
this Warrant permitted to be exercised on such Date of Exercise in accordance
with the periods described herein and, at the option of the Holder, either keep
the portion of the Warrant tendered for exercise in excess of the permitted
amount hereunder for future exercises or return such excess portion of the
Warrant to the Holder. The provisions of this Section may be waived by a Holder
(but only as to itself and not to any other Holder) upon not less than 61 days
prior notice to the Company. Other Holders shall be unaffected by any such
waiver.

            (b) A Holder may not exercise this Warrant to the extent such
exercise would result in the Holder, together with any affiliate thereof,
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the
then issued and outstanding shares of Common Stock, including shares issuable
upon such exercise and held by such Holder after application of this Section.
Since the Holder will not be obligated to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder, unless
the exercise at issue would result in the issuance of shares of Common Stock in
excess of 9.999% of the then outstanding shares of Common Stock without regard
to any other shares which may be beneficially owned by the Holder or an
affiliate thereof, the Holder shall have the authority and obligation to
determine whether the restriction contained in this Section will limit any
particular exercise hereunder and to the extent that the Holder determines that
the limitation contained in this Section applies, the determination of which
portion of this Warrant is exercisable shall be the responsibility and
obligation of the Holder. If the Holder has delivered a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other shares
that the Holder or its affiliates may beneficially own, would result in the
issuance in excess of the permitted amount hereunder, the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum portion of
this Warrant permitted to be exercised on such Date of Exercise


                                      -12-
<PAGE>   13
in accordance with the periods described herein and, at the option of the
Holder, either keep the portion of the Warrant tendered for exercise in excess
of the permitted amount hereunder for future exercises or return such excess
portion of the Warrant to the Holder. The provisions of this Section may be
waived by a Holder (but only as to itself and not to any other Holder) upon not
less than 61 days prior notice to the Company. Other Holders shall be unaffected
by any such waiver.

            (c) If the Company Stock is then listed for trading on the Nasdaq or
the Nasdaq SmallCap Market and the Company has not obtained the Shareholder
Approval (as defined below), then the Company may not, upon exercise of this
Warrant, issue in excess of the product of (i) 5,261,211Warrant Shares (which
equals 19.999% of the number of shares of Common Stock outstanding on June 20,
2000) and (ii) the quotient obtained by dividing (x) the number of shares of
Common Stock issued and sold to the original Holder on the Closing Date by (y)
the number of shares of Common Stock issued and sold by the Company on the
Closing Date (such number of shares, the "Issuable Maximum"). If any Holder
shall no longer hold Warrants then such Holder's remaining portion of the
Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on
any Date of Exercise (A) the Company Stock is listed for trading on the Nasdaq
or the Nasdaq SmallCap Market, (B) the Exercise Price then in effect is such
that the aggregate number of shares of Common Stock that would then be issuable
upon exercise in full of this Warrant, together with any shares of Common Stock
previously issued upon exercise of this Warrant, would equal or exceed the
Issuable Maximum, and (C) the Company shall not have previously obtained the
vote of shareholders, if any, as may be required by the applicable rules and
regulations of the Nasdaq Stock Market to approve the issuance of shares of
Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the
"Shareholder Approval"), then the Company shall issue to the Holder a number of
shares of Common Stock equal to the Issuable Maximum and, with respect to the
shares whose issuance would result in an issuance of shares of Common Stock in
excess of the Issuable Maximum, (the "Excess Warrant Shares"), the Holder shall
have the option to require the Company to either (1) use its best efforts to
obtain the Shareholder Approval applicable to such issuance as soon as possible,
but in any event no later than 60 days after such request (such 60th day, the
"Target Date") or (2) pay to the Holder, within one (1) Trading Day from the
request therefor, an amount in cash equal to the product of (x) the Excess
Warrant Shares multiplied by (y) the closing sales price of the Common Stock on
(a) the Target Date or (b) the Date of Exercise giving rise to the obligation to
seek Shareholder Approval, whichever is greater (the "Cash Payment"). In the
event the Holder has elected to require the Company to seek the Shareholder
Approval pursuant to clause (1) of the immediately preceding sentence and the
Company does not obtain the Shareholder Approval on or prior to the Target Date,
then, on the Target Date, the Company shall pay the Cash Payment to the Holder.
If the Company fails to pay the Cash Payment in full pursuant to this Section
within seven (7) days after the date payable, the Company will pay interest on
such amount at a rate of 18% per annum, or such lesser maximum amount that is
permitted to be paid by applicable law, to the Holder, accruing daily from the
date payable until such amount, plus all such interest thereon, is paid in full.
The Company and the Holder understand and agree that shares of Common Stock
issued upon exercise of this Warrant and then held by the Holder or an affiliate
thereof may not cast votes or be deemed outstanding for purposes of any vote to
obtain the Shareholder Approval.


                                      -13-
<PAGE>   14
      11. [Left intentionally blank]

      12. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this Warrant. The
number of full Warrant Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of this Warrant so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 12, be issuable
on the exercise of this Warrant, the Company shall pay an amount in cash equal
to the Exercise Price multiplied by such fraction.

      13. Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 6:30 P.M. (New York City time) on a Business Day, (ii) the
Business Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 6:30 P.M. (New York City time) on any date and earlier than
11:59 P.M. (New York City time) on such date, (iii) the Business Day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
630 8 Avenue, S.W. Calgary, Alberta, Canada T2P 1G6, facsimile: (403) 209-6122,
attention Chief Financial Officer, and facsimile: (403) 209-6125, attention
General Counsel (except for exercise notices) or (ii) if to the Holder, to the
Holder at the address or facsimile number appearing on the Warrant Register or
such other address or facsimile number as the Holder may provide to the Company
in accordance with this Section.

      14. Warrant Agent.

            (a) The Company shall serve as warrant agent under this Warrant.
Upon thirty (30) days' notice to the Holder, the Company may appoint a new
warrant agent.

            (b) Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15. Miscellaneous.


                                      -14-
<PAGE>   15
            (a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. This Warrant may be
amended only in writing signed by the Company and the Holder and their
successors and assigns.

            (b) Subject to Section 15(a), above, nothing in this Warrant shall
be construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.

            (c) The corporate laws of the State of Nevada shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and
interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, or that such suit,
action or proceeding is improper. Each of the Company and the Holder hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this instrument
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

            (d) The headings herein are for convenience only, do not constitute
a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.

            (e) In case any one or more of the provisions of this Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


                                      -15-
<PAGE>   16
            IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated above.


                              JAWS TECHNOLOGIES, INC.


                              By:_____________________________________
                                 Name:
                                 Title:


                                      -16-
<PAGE>   17
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To Jaws Technologies, Inc.

      In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase
_____________ shares of common stock ("Common Stock"), $.001 par value per
share, of Jaws Technologies, Inc. and, if such Holder is not utilizing the
cashless exercise provisions set forth in this Warrant, encloses herewith
$________ in cash, certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant) for the
number of shares of Common Stock to which this Form of Election to Purchase
relates, together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

      The undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                          PLEASE INSERT SOCIAL SECURITY OR
                                          TAX IDENTIFICATION NUMBER

                                          _____________________________________

_______________________________________________________________________________
                         (Please print name and address)




      If the number of shares of Common Stock issuable upon this exercise
shall not be all of the shares of Common Stock which the undersigned is
entitled to purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing the right
to purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:


_______________________________________________________________________________
                        (Please print name and address)

_______________________________________________________________________________

_______________________________________________________________________________


Dated:_________,___                       Name of Holder:


                                          (Print)_____________________________

                                          (By:)_______________________________
                                          (Name:)
                                          (Title:)
<PAGE>   18
                                          (Signature must conform in all
                                          respects to name of holder as
                                          specified on the face of the
                                          Warrant)
<PAGE>   19
                              FORM OF ASSIGNMENT

          [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase  ____________ shares of Common Stock of Jaws
Technologies, Inc. to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of Jaws
Technologies, Inc. with full power of substitution in the premises.

Dated:

_______________, ____


                              _______________________________________
                              (Signature must conform in all respects to name
                              of holder as specified on the face of the
                              Warrant)


                              _______________________________________
                              Address of Transferee

                              _______________________________________

                              _______________________________________



In the presence of:


__________________________
<PAGE>   20
                                    Exhibit A


      (i) "Adjustment Price" means the average of the Per Share Market Values
for any 10 consecutive Trading Days during the 40 consecutive Trading Days
preceding a Vesting Date (which may include Trading Days prior to the Effective
Date) as selected by the Holder.

      (ii) "Applicable Share Number" means 1/3 of the actual number of shares of
Common Stock purchased and paid for by the Holder pursuant to the Purchase
Agreement.

      (iii) "Business Day" shall have the meaning set forth in the Purchase
Agreement.

      (iv) "Closing Date" shall have the meaning set forth in the Purchase
Agreement.

      (v) "Commission" means the Securities and Exchange Commission.

      (vi) "Effective Date" the date on which the Underlying Shares Registration
Statement is first declared effective by the Commission.

      (vii) "Mandatory Redemption Price" for each Warrant Share to be redeemed
shall equal the sum of (i) 120% multiplied by the greater of the average of the
Per Share Market Values for the five (5) Trading Days preceding the (A) date of
the delivery of the Event Vesting Notice, and (B) date the Mandatory Redemption
Price is paid in full, and (ii) all other amounts, costs, expenses and
liquidated damages due in respect of such Warrant Share.

      (viii) "Nasdaq" means the Nasdaq National Market.

      (ix) "Per Share Market Value" means on any particular date (a) the closing
bid price per share of the Common Stock on such date on the Nasdaq or on any
Subsequent Market on which the Common Stock is then listed or quoted, as
reported by Bloomberg Information Services, Inc. (or any successor entity
succeeding to its function of reporting prices), or if there is no such price on
such date, then the closing bid price on the Nasdaq or on such Subsequent Market
on the date nearest preceding such date, as reported by Bloomberg Information
Services, Inc. (or any successor entity succeeding to its function of reporting
prices), or (b) if the Common Stock is not then listed or quoted on the Nasdaq
or a Subsequent Market, the closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the National Quotation Bureau
Incorporated or similar organization or agency succeeding to its functions of
reporting prices) at the close of business on such date, or (c) if the Common
Stock is not then reported by the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of reporting prices),
then the average of the "Pink Sheet" quotes for the relevant conversion period,
as determined in good faith by the Holder, or (d) if the Common Stock is not
then publicly traded the fair market value of a share of Common Stock as
determined by an Appraiser selected in good faith by the Holders of a majority
of the applicable Warrant Shares (the Holders shall select two such Appraisers,
one of which will be a nationally recognized investment banking or accounting
firm, and the Company may then choose one of the two Appraisers selected).

      (x) "Purchase Agreement" means the Securities Purchase Agreement, dated
the date hereof to which the Company and the original Holder are parties and
pursuant to which this Warrant was issued.

      (xi) "Purchase Price" means $5.00 (which number shall be subject to
equitable adjustment for stock splits, recombinations and similar events).
<PAGE>   21
      (xii) "Registration Rights Agreement" means the Registration Rights
Agreement, dated the date hereof to which the Company and the original Holder
are parties.

      (xiii) "Subsequent Market" shall mean any of the New York Stock Exchange,
American Stock Exchange, Nasdaq SmallCap Market or National Quotation Bureau,
Inc..

      (xiv) "Trading Day" means (a) a day on which the Common Stock is traded on
the Nasdaq or on the Subsequent Market on which the Common Stock is then listed
or quoted, as the case may be, or (b) if the Common Stock is not listed on the
Nasdaq or a Subsequent Market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the OTC Bulletin Board , or (c) if the
Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common
Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding
its functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then
Trading Day shall mean a Business Day.

      (xv) "Transaction Documents"shall have the meaning set forth in the
Purchase Agreement.

      (xvi) "Underlying Shares Registration Statement" shall have the meaning
ascribed to it in the Purchase Agreement.