EXHIBIT 4.1


                           STOCK RESTRICTION AGREEMENT


     THIS STOCK  RESTRICTION  AGREEMENT (the "Agreement") is made as of the ____
day of January,  2004 (the "Effective  Date"),  by and among INFOWAVE  SOFTWARE,
INC.  ("Infowave"),  TELISPARK,  INC., a majority  owned  subsidiary of Infowave
("Telispark"), and ________________ an employee of Telispark (the "Holder").

     For  valuable  consideration,  the  receipt  and  sufficiency  of which are
hereby acknowledged, the parties hereto agree as follows:

     1.   Restricted Shares.

          (a) Grant of  Restricted  Shares.  On the date  hereof,  Telispark  is
issuing to Holder ______ shares of Telispark's  common stock,  $0.0001 par value
per share (the "Common Stock") (such ___________ shares and only such __________
shares being referred to herein as the "Restricted Shares").

          (b)  Vesting.  The Holder shall become vested in all of the Restricted
Shares on the date which is four months and three  calendar  days  following the
Second Tranche  Closing Date (as defined in the Stock Purchase  Agreement  dated
January 7, 2004 among Telispark,  Infowave Software,  Inc. and the other parties
thereto,  the "Stock Purchase  Agreement") (such date being the "Vesting Date");
provided,  however,  that if the Special  Meeting has not  occurred by August 1,
2005, this Agreement shall become null and void and the Restricted  Shares shall
be cancelled on the books of Telispark.

     2.   Restrictions on Transfer.  In no event may unvested  Restricted Shares
be transferred by the Holder to any third party other than the Holder's transfer
of any or all of the Holder's  unvested  Restricted  Shares,  either  during the
Holder's lifetime or on death by will or the laws of descent and distribution to
one or more  members  of the  Holder's  immediate  family,  to a  trust  for the
exclusive  benefit of the Holder or such immediate family members,  to any other
entity owned  exclusively by the Holder or such immediate family members,  or to
any combination  thereof (each, a "Permitted  Transferee");  provided,  however,
that no transfers  made  pursuant to any divorce or  separation  proceedings  or
settlements  shall be exempt from this Section 2. "Immediate  family" shall mean
spouse, children, grandchildren, parents or siblings of the Holder, including in
each case adoptive relations.

          Notwithstanding  anything to the contrary contained  elsewhere in this
Section 2, any proposed  transferee or Permitted  Transferee of the Holder shall
receive and hold such stock subject to the provisions of this Agreement, and, as
a condition of such transfer,  shall deliver to Telispark and Infowave a written
instrument  confirming that such  transferee  shall be bound by all of the terms
and conditions of this Agreement.  There shall be no subsequent transfer of such
stock except in accordance with this Section 2.

     3.   Effect of Prohibited Transfer.  Telispark shall not be required (a) to
transfer  on its  books  any of the  Restricted  Shares  that  have been sold or
transferred in violation of any of the



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provisions  set  forth  in this  Agreement,  or (b) to,  treat  as owner of such
Restricted  Shares or to pay dividends or other  distributions to any transferee
to whom any such Restricted Shares shall have been so sold or transferred.

     4.   Forfeiture;  Early  Vesting.  If Holder  ceases to be an  employee  or
consultant  of the  Company or any  subsidiary  of the  Company,  whether or not
terminated  for cause,  prior to vesting of the  Restricted  Shares  pursuant to
Section 1 hereof,  all of  Holder's  rights  to all of the  unvested  Restricted
Shares shall be immediately and irrevocably forfeited, except that (i) if Holder
ceases to be an  employee  or  consultant  by reason of  Disability  (as defined
below) prior to the vesting of Restricted  Shares under Section s hereof or (ii)
if Holder ceases to be an employee or consultant by reason of death prior to the
vesting of  Restricted  Shares under  Section 1 hereof,  all  Restricted  Shares
granted hereunder shall vest as of such termination of employment.  For purposes
of this  Agreement,  "Disability"  has the meaning given to such term in Section
22(e)(3) of the Internal  Revenue Code of 1986,  as amended (the  "Code").  Upon
forfeiture,  Holder  will no longer  have any rights  relating  to the  unvested
Restricted  Shares,  including the right to vote the  Restricted  Shares and the
right to receive dividends declared on the Shares. If Holder's employment ceases
prior to the Vesting Date (other than pursuant to death or  Disability),  Holder
and  Infowave  shall  enter  into  a  mutually  agreeable  consulting  agreement
requiring no more than 20 hours of service per month except as otherwise  agreed
with a term  through and  including  the Vesting  Date,  unless such  Restricted
Shares  are  forfeited  pursuant  to  Section  1 in which  case  the  consulting
agreement may be terminated. Each of Holder and Infowave agree to act reasonably
with respect to the consulting agreement.

     5.   Representations and Warranties of the Holder.

          (a)  Adequate  Information.  The Holder has access to all information,
if any, concerning  Telispark as he has considered  necessary in connection with
his decision to receive the Restricted Shares.

          (b)  No Solicitation or Advertising.  The Holder  acknowledges that he
has not acquired the Restricted  Shares as a result of any general  solicitation
or general advertising,  including  advertisements,  articles,  notices or other
communications  published  in any  newspaper,  magazine,  or  similar  media  or
broadcast  over radio or television,  or any seminar or meeting whose  attendees
have been invited by any general solicitation or general advertising.

          (c)  Tax Consequences.  The Holder acknowledges that, although receipt
and vesting of the Restricted  Shares may have certain material U.S. or Canadian
federal, state or provincial tax consequences,  neither Telispark,  Infowave nor
any of their respective representatives have made any representations concerning
such tax  consequences  to the Holder,  and the Holder has relied solely,  if at
all, on the Holder's own tax advisors in evaluating  such tax aspects of receipt
of the Restricted Shares.

          (d)  Absence of Offering Memorandum. The Holder acknowledges that none
of the documents  provided to him by Telispark  and Infowave in connection  with
the  transactions  contemplated  hereby  constitute  an offering  memorandum  or
similar  document for the  purposes of the  Securities  Act or other  applicable
securities laws.



                                       2.
<PAGE>


          (e)  Investment  Suitability.   The  Holder  has  such  knowledge  and
experience in financial and business  affairs as to be capable of evaluating the
merits  and risks of receipt  of the  Restricted  Shares and is able to bear the
economic risk of the complete loss of value of the Restricted Shares.

          (f)  Residence.  The Holder is a resident of the jurisdiction referred
to  immediately  below his signature to this  Agreement and is not a resident in
the  Province  of British  Columbia  or subject to the laws of the  Province  of
British Columbia;

          (g)  the Holder acknowledges that:

               (i)   no  securities  commission  or similar regulatory authority
has reviewed or passed on the merits of the Restricted Shares;

               (ii)  there is no  government  or  other  insurance covering  the
Restricted Shares;

               (iii) there  are  risks  associated  with  the  purchase  of  the
Restricted Shares;

               (iv)  there  are  restrictions on  the Holder's ability to resell
the  Restricted  Shares and it is the  responsibility  of the Holder to find out
what  those  restrictions  are  and to  comply  with  them  before  selling  the
Restricted Shares; and

               (v)   Infowave has advised the Holder that Infowave is relying on
an exemption from the  requirements  to provide the Holder with a prospectus and
to sell  securities  through a person  registered to sell  securities  under the
Securities  Act  (British  Columbia)  and, as a  consequence  of  acquiring  the
Restricted  Shares  pursuant to an exemption,  certain  protections,  rights and
remedies provided by the Securities Act (British Columbia),  including statutory
rights of rescission and damages, will not be available to the Holder.

     6.   Restrictive  Legend. All certificates  representing  Restricted Shares
shall have affixed  thereto a legend in  substantially  the  following  form, in
addition  to any other  legends  that may be  required  under  federal  or state
securities laws:

          "The securities  represented by this stock  certificate  have not been
          registered  under the Securities Act of 1933 (the "Act") or applicable
          state  securities  laws  (the  "State  Acts"),  and shall not be sold,
          pledged,  hypothecated,  donated, or otherwise transferred (whether or
          not for  consideration)  by the holder except upon the issuance to the
          Corporation of a favorable opinion of its counsel and/or submission to
          the  Corporation  of such other  evidence  as may be  satisfactory  to
          counsel  for the  Corporation,  to the effect  that any such  transfer
          shall not be in violation of the Act and the State Acts.



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          The shares of stock  represented  by this  certificate  are subject to
          forfeiture and  restrictions  on transfer set forth in a certain Stock
          Restriction Agreement between the Corporation and the registered-owner
          of this certificate (or his predecessor in interest),  and no transfer
          of such  Restricted  Shares may be made without  compliance  with that
          Agreement. A copy of that Agreement is available for inspection at the
          office  of  the  Corporation  upon  appropriate  request  and  without
          charge."

     7.   Adjustments for Stock Splits, Stock Dividends, etc.

          (a)  If from time to time there is any spin-off, stock split-up, stock
dividend,  stock distribution or other  reclassification  of the Common Stock of
Telispark,  any and all new,  substituted or additional  securities to which the
Holder is entitled by reason of his or her  ownership of the  Restricted  Shares
shall  be  immediately  subject  to  the  restrictions  on  transfer  and  other
provisions  of this  Agreement  in the same manner and to the same extent as the
Restricted Shares.

          (b)  If the Restricted  Shares are converted into or exchanged for, or
stockholders  of  Telispark  receive by reason of any  distribution  in total or
partial  liquidation,  securities  of  another  corporation,  or other  property
(including  cash),  pursuant to any merger of  Telispark or  acquisition  of its
assets,  then the rights of Telispark  under this  Agreement  shall inure to the
benefit  of  Telispark's  successor,  and  this  Agreement  shall  apply  to the
securities  or  other  property  received  upon  such  conversion,  exchange  or
distribution in the same manner and to the same extent as the Restricted Shares.

     8.   Withholding  Taxes. The Holder  acknowledges and agrees that Telispark
and Infowave have the right to deduct from payments of any kind otherwise due to
the Holder any federal,  state or local taxes of any kind  required by law to be
withheld with respect to the receipt and or vesting of the Restricted  Shares by
the Holder.

     9.   Invalidity  or  Unenforceability.  It is the  intention of  Telispark,
Infowave and the Holder that this Agreement  shall be enforceable to the fullest
extent allowed by law. In the event that a court having  jurisdiction  holds any
provision of this Agreement to be invalid or unenforceable, in whole or in part,
Telispark, Infowave and the Holder agree that, if allowed by law, that provision
shall be  reduced  to the degree  necessary  to render it valid and  enforceable
without affecting the rest of this Agreement.

     10.  Waiver.  No delay or omission by Telispark  or Infowave in  exercising
any right under this  Agreement  shall  operate as a waiver of that or any other
right.  A waiver or consent  given by  Telispark or Infowave on any one occasion
shall be effective  only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.

     11.  Binding Effect.  This Agreement shall be binding upon and inure to the
benefit  of  Telispark,  Infowave  and the Holder  and their  respective  heirs,
executors,  administrators,  legal  representatives,   successors  and  assigns,
subject  to the  restrictions  on  transfer  set  forth  in  Section  2 of  this
Agreement.  Telispark  may assign its rights  under this  Agreement to Infowave,
provided



                                       4.
<PAGE>


Infowave  agrees  to be  bound  by all of  Telispark's  obligations  under  this
Agreement.  On the Second  Tranche  Closing Date,  Infowave  shall assume all of
Telispark's  obligations  under this Agreement and the  Restricted  Shares shall
convert  into the  number of common  shares of  Infowave  equal to the number of
Restricted  Shares  divided  by the  Conversion  Ratio (as  defined in the Stock
Purchase  Agreement  (rounded  to the  nearest  whole  number of shares of Buyer
Common  Stock).  The Infowave  common  shares  issued upon  conversion  shall be
subject to the terms of this Agreement and shall be deemed to be the "Restricted
Shares" upon issuance.  Holder agrees that the legends  contained in Section 2.8
of the Stock Purchase Agreement may be affixed to the certificates  representing
Infowave common shares in addition to any legends required by this Agreement.

     12.  No Rights of Stockholder.  The Holder shall not have any of the rights
of a stockholder with respect to the Restricted  Shares that have not vested. No
adjustment  shall be made for  dividends  or  distributions  or other rights for
which the record date is prior to the date of vesting in the Restricted Shares.

     13.  Notice.  All  notices  required  or  permitted  hereunder  shall be in
writing and deemed  effectively  given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail, postage prepaid,
addressed  to the other  party  hereto at the address  shown  beneath his or its
respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 12.

     14.  Pronouns.  Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the  singular  form of nouns and  pronouns  shall  include the  plural,  and
vice-versa.

     15.  Definitions.  Capitalized  terms used  herein and not  defined  herein
shall have the meanings given such terms in the Stock Purchase Agreement of even
date herewith by and among Telispark and Infowave (among others).

     16.  Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties,  and  supersedes all prior  agreements and  understandings,
relating to the subject matter of this Agreement.

     17.  Amendment. This Agreement may be amended or modified only by a written
instrument executed by Telispark, Infowave and the Holder.

     18.  Governing  Law. This  Agreement  shall be construed,  interpreted  and
enforced  in  accordance  with  the  laws  of the  State  of  Delaware,  without
application of the principles of conflict of laws thereof.

                         (SIGNATURES ON FOLLOWING PAGE)




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     IN WITNESS WHEREOF, the parties hereto have executed this Stock Restriction
Agreement as of the day and year first above written.

                                     INFOWAVE SOFTWARE, INC.


                                     By:
                                          -------------------------------------
                                     Name
                                          -------------------------------------
                                     Title:
                                            -----------------------------------

                                     Address:
                                              ----------------------------------
                                              ----------------------------------



                                     TELISPARK, INC.

                                     By:
                                          -------------------------------------
                                     Name
                                          -------------------------------------
                                     Title:
                                            -----------------------------------

                                     Address:
                                              ----------------------------------
                                              ----------------------------------


                                     HOLDER:


                                     ------------------------------------------
                                     Name
                                          -------------------------------------
                                     Address:
                                              ----------------------------------
                                              ----------------------------------





                                       6.