JAWS
TECHNOLOGIES  INC.

Mr.  John  Huguet
President  and  CEO
e-Financial  Depot.com
1875  Century  Park  East,  Suite  150
Century  City,  California  90067

Dear  John:

Re:     Letter  of  engagement  for  JAWS  Technologies  Inc.

On Friday, February 25, 2000, Rick Langley, Brett O'Keefe (e-financial depot.com
-  FDPO),  Tej  Minhas,  Peter  Labrinos,  Vijay  Sachdeva and Joseph Iuso (JAWS
Technologies Inc. - JAWS) participated in a conference call.  The purpose of the
call  was  for  FDPO  to  give  JAWS  a quick overview of the activities already
underway,  and  scope  at a high level JAWS' short and long term roles in FDPO's
initiative  to  become the "one stop shop" for financial services and investment
information  on  the  World  Wide  Web.

We  are  very excited to have the opportunity to work with e-financial depot.com
(FDPO).  In  the  long  term, we envisage our role will be to provide assistance
and  leadership  in  the areas of project management, co-ordination of resources
involved  in  the  project,  especially  with  vendors, validating the technical
direction FDPO is pursuing, and the overall design, development, integration and
implementation  of the various systems and services.  We understand that FDPO is
well equipped to assess the business issues of the effort underway.  However, if
we can provide any assistance on the business impacts of the technical direction
chosen  we would be quite happy to do so at your request.  In the short term, as
agreed  in  the  conference  call, JAWS will immediately undertake the following
activities:

1.     A  site visit (March 1-2, 2000) to FDPO offices in Los Angeles to further
understand  the  initiatives  already  underway;

2.     Review  activities  underway  and identify any gaps in the required goals
and  the  direction  being  pursued  by  FDPO;

3.     Determine timeframe for security assessment by the JAWS security group of
the  current  FDPO  technical  infrastructure;

4.     Prepare  a proposal that will encompass a description of JAWS' role going
forward,  a  project  plan  depicting  resource  utilization, activities and the
associated  time  frames  to  accomplish  integration  of  critical  systems and
services  in  the  short  term,  and additional systems and services in the long
term.

                      1  Concorde  Gate,  Suite  307
                  Don  Mills,  Ontario  M3C  3N6  CANADA
               Tel:  416-444-4442        Fax:  416-444-9273

<PAGE>

We  expect  the  aforementioned  activities to be completed by March 13.  Joseph
Iuso,  senior  consultant, and myself will be the primary JAWS resources focused
on  these  deliverables.  The cost of these deliverables to FDPO will be $15,000
USD.  Please  note that this cost is exclusive of travel, lodging and applicable
taxes.

I  have  discussed  the time frame and cost of these immediate deliverables with
Rick and he is in agreement.  Kindly provide your acceptance and acknowledgement
by  signing  below  and  faxing  a  copy  to  my  attention  at  416-444-9273.

Once  again  we are really excited to be working with FDPO on this very exciting
initiative.

Kind  regards,

Yours  truly,

Vijay  Sachdeva
Director,  e-business
JAWS  Technologies  Inc.

Accepted:

/s/  John  Huguet

John  Huguet
President  &  CEO
e-Financial  Depot.com

Dated:  Feb

cc:     Mr.  Rick  Langley,  e-Financial  Depot.com
        Mr.  Peter  Labrinos,  JAWS  Technologies  Inc.


                      1  Concorde  Gate,  Suite  307
                   Don  Mills,  Ontario  M3C  3N6  CANADA
                Tel:  416-444-4442        Fax:  416-444-9273