EXHIBIT 10.14

                             SECOND AMENDMENT TO THE
                       SEPARATION AGREEMENT AND AGREEMENT
                               TO TRANSFER SHARES

     This SECOND AMENDMENT TO THE SEPARATION AGREEMENT AND AGREEMENT TO TRANSFER
SHARES  (the "Agreement"), is entered into this ___ day of October, 2004, by and
between Steven Jacobson, an individual residing in Denver, Colorado ("Jacobson")
and  Nighthawk  Systems,  Inc.,  a  Nevada  corporation  ("Nighthawk"  or  the
"Company").

WHEREAS, Nighthawk and Jacobson entered into a Separation Agreement on September
8,  2003 and on December 19, 2003, Jacobson and Nighthawk amended the Separation
Agreement  (the  amended  Seperation  Agreement  is  referred  to  herein as the
"Separation  Agreement")  so  as  to, among other things, prohibit Jacobson from
selling,  transferring, conveying or otherwise disposing of any Nighthawk shares
he  and  certain of his affiliates own for a period of eighteen (18) months from
December  19,  2003 (which would expire on June 19, 2005) (the "Lock Up Period")
and;

WHEREAS,  Jacobson has agreed to transfer 600,000 shares of his Nighthawk common
stock  to third parties for the purposes of providing financial public relations
for  the  Company,  and;

WHEREAS,  in  exchange  for  agreeing  to  transfer  up to 600,000 shares of his
Nighthawk  common  stock  to  the third parties, the Company has agreed to issue
730,000  newly  issued  common  shares  of  the  Company  to  Jacobson,  and;

WHEREAS, Nighthawk desires that Jacobson not be able to sell, transfer or convey
the 730,000 newly issued shares of restricted common stock to be provided to him
for  a  period  of  eighteen  months  from  the  date  of  the execution of this
Agreement,  and;

WHEREAS,  Jacobson  agrees  to  refrain  from selling, transferring or otherwise
conveying  the 730,000 newly issued shares to be provided to him for a period of
eighteen  (18)  months  from  the  date  of  this  agreement,  and;

WHEREAS, the Company is further willing to release from the Lock-Up Period fifty
thousand  (50,000)  shares of Jacobson's Nighthawk common stock on each of March
1,  2005,  April  1,  2005,  May  1,  2005  and  June  1,  2005.


     NOW  THEREFORE, in consideration for the foregoing, the mutual promises set
forth  herein  and  other  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which is hereby acknowledged, Jacobson and Nighthawk each agree
as  follows:

1.     Amendment  to  Separation  Agreement.  Paragraph  3.D.1.of  the  Amended
Separation  Agreement  shall  be  amended  to  read  in its entirety as follows:

     1.  Agree  not to sell, transfer, convey or otherwise dispose of any shares
     owned  or held in trust by Jacobson, including the shares held for Adam and
     Aaron  Guth,  until  June  19, 2005, other than (i) 600,000 shares that the
     Company  agrees  to  release  pursuant to a Rule 144(k) opinion letter from
     Company's  counsel  no  later than November 1, 2005, and (ii) 50,000 shares
     per  month  that the Company agrees to authorize Jacobson to sell, transfer
     or  convey  commencing  on April 1, 2005 and continuing until June 1, 2005,
     after  which  time  the remainder of Jacobson's shares of Nighthhawk common
     stock  shall  be  eligible  to have the restriction lifted pursuant to Rule
     144(k)  and further provided that in the event the Company agrees to sell a
     controlling  interest  of  its  shares  in  a  transaction  or  series  of
     transactions  prior  to June 19, 2005, the lock-up of Jacobson's shares and
     the  shares  in  trust  by  Jacobson  shall  not  apply."

     2.  Transfer of Stock.  On  the date hereof Jacobson shall transfer 600,000
     shares  of  Nighthawk  common  stock  as  directed  by  the  Company.

     3.  Issuance  of  Stock.  On  the date hereof Nighthawk shall issue 730,000
     shares  of  Nighthawk  common  stock  to  Jacobson.

     4.  Facsimile Signature and Counterparts. This Agreement may be executed by
     facsimile  signature  in  counterparts,  each  of  which  together  shall
     constitute  a  single  document.

     5.  Governing Law; Attorney's Fees. The laws of the State of Colorado shall
     apply  to  and  control  any  interpretation,  construction, performance or
     enforcement  of  this  Agreement.  In  the  event  of  any  dispute between
     Nighthawk and Jacobson arising under this Agreement, the prevailing in such
     dispute  shall  recover its costs and expenses associated with such dispute
     including  its  reasonable  attorneys  fees.

2.     Binding  Effect.  Each  Party understands and agrees that this Separation
Agreement  shall  bind  and  inure  to  the  benefit  of  itself,  its officers,
directors,  employees,  agents,  servants,  subsidiaries,  and parent companies,
insurers,  sureties,  successors  and  assigns.

3.     On  the  date  hereof  Nighthawk  shall deliver to Jacobson a copy of the
Board  of  Director resolution authorizing the issuance of the 730,000 shares to
Jacobson.

4.     Nighthawk  shall  report  this  transaction as required by the applicable
rules  and  regulations  of the Securities and Exchange Act of 1934, as amended.



                                           Nighthawk  Systems,  Inc.


________________________                    _____________________________
Steven  Jacobson                            H.  Douglas  Saathoff
                                            Chief  Executive  Officer