WITNESSETH:

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                                                                   Exhibit 10.17

                   FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

                  This Amendment to Stock Purchase Agreement is dated as of May
19, 2000 (the "Amendment"), by and between JAWS Technologies, Inc., a Nevada
corporation ("JAWS"), Xxxxxxx X. Xxxxxx ("Xxxxxx"), and Nucleus Consulting,
Inc., an Illinois corporation ("Nucleus"). Capitalized terms used not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Stock Purchase Agreement, dated as of April 20, 2000, by and between JAWS,
Xxxxxx and Nucleus (the "Stock Purchase Agreement").

                                   WITNESSETH:

                  WHEREAS, JAWS, Xxxxxx and Nucleus are parties to a Stock
Purchase Agreement, providing for the sale by Xxxxxx to JAWS of all of the
issued and outstanding share of capital stock of Nucleus (the "Shares"); and

                  WHEREAS, the parties now desire to enter into this Amendment
to provide for an acceleration of the payment of the Deferred Cash Consideration
to the date hereof.

                  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. Notwithstanding any provision in the Stock Purchase
Agreement to the contrary, the parties hereto agree that the Deferred Cash
Consideration shall be paid by JAWS or its designee to Xxxxxx on the date
hereof.

                  2. Xxxxxx acknowledges that nothing herein shall release him
from his obligations under the Stock Purchase Agreement including, but not
limited to, any and all of the indemnity obligations under the Stock Purchase
Agreement.

                  3. Except to the extent each is expressly amended by the terms
of this Amendment, all terms and conditions of the Stock Purchase Agreement 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 Amendment may be amended, supplemented or otherwise modified only by
written instrument executed by the parties hereto.

                  4. This 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 Amendment shall be
governed by and construed in accordance with the terms, conditions and
provisions of the Stock Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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

                                      JAWS TECHNOLOGIES, INC.

                                      By       /s/ Xxxx Xxxxxxx
                                      Name:        Xxxx Xxxxxxx
                                      Title:       Chief Financial Officer


                                      NUCLEUS CONSULTING, INC.


                                      By  /s/ Xxxxxxx X. Xxxxxx
                                      Name:     Xxxxxxx X. Xxxxxx
                                      Title:    President


                                      /s/ Xxxxxxx X. Xxxxxx
                                      Xxxxxxx X. Xxxxxx, individually as Seller