EXHIBIT 4.1

                             INFOWAVE SOFTWARE, INC.

                                STOCK OPTION PLAN

                                February 26, 1997
                (As Amended on September 3, 1997, March 27, 1998,
                       December 4, 1998 and June 5, 2000)



1.   PURPOSE OF PLAN

1.1. The  purpose of the Plan is to assist  Eligible  Persons of the Company and
its Subsidiaries to participate in the growth and development of the Company and
its  Subsidiaries  by  providing  such  persons  with the  opportunity,  through
Options, to acquire an increased proprietary interest in the Company.

2.   DEFINED TERMS

     In the  Plan,  the  following  terms  shall  have the  following  meanings,
respectively:

2.1. "Board" means the board of directors of the Company or, if established  and
duly authorized to act, the Executive Committee of the board of directors of the
Company;

2.2. "Business Day" means any day,  other than a Saturday or a Sunday,  on which
the Exchange is open for trading;

2.3. "Company"  means  INFOWAVE  SOFTWARE,   INC.,  formerly  Infowave  Wireless
Messaging  Incorporated,  a company  incorporated under the Company Act (British
Columbia);

2.4. "Change of Control" means:

     (a)  any Person,  or  combination  of Persons acting jointly or in concert,
          acquiring or becoming the beneficial owner of, directly or indirectly,
          more than 50% of the voting securities of the Company, whether through
          the acquisition of previously issued and outstanding voting securities
          of the Company or of voting  securities  of the Company  that have not
          been  previously  issued,  or any  combination  thereof  or any  other
          transaction having a similar effect; and

     (b)  amalgamation,  merger  or  arrangement  of the  Company  with  or into
          another  where  the  holders  of  Shares   immediately  prior  to  the
          transaction  will hold less than 51% of the voting  securities  of the
          resulting entity upon completion of the transaction;

2.5. "Eligible Person" means a person who is, at the time the Option is granted:

     (a)  a director, senior officer or full-time employee of the Company or its
          Subsidiary;



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     (b)  a consultant who:

          (i)       provides ongoing  consulting  services to the Company or the
                    Subsidiary under a written contract;

          (ii)      possesses  technical,  business or  management  expertise of
                    value to the Company or the Subsidiary;

          (iii)     spends a  significant  amount of time and  attention  on the
                    business and affairs of the Company or the Subsidiary; and

          (iv)      has a  relationship  with the  Company  or  Subsidiary  that
                    enables the  individual to be  knowledgeable  concerning the
                    business and affairs of the Company; or

     (c)  an employee of a management  company  providing  services  (other than
          investor relations) to the Company or its Subsidiary;

2.6. "Exchange" means The Toronto Stock Exchange;

2.7. "Insider" has the meaning  ascribed  thereto in the Securities  Legislation
and regulation of British Columbia and Ontario;

2.8. "Option" means an option to purchase Shares granted under the Plan;

2.9. "Option  Price"  means the price per share at which Shares may be purchased
under the Option,  as the same may be adjusted  from time to time in  accordance
with Article 7 or 8;

2.10. "Optionee" means a person to whom an Option has been granted;

2.11."Person" has the meaning  ascribed  thereto in the  Securities Act (British
Columbia), as amended from time to time;

2.12. "Plan" means this stock option plan, as amended from time to time;

2.13."Shares"  means the common  shares of the  Company,  or, in the event of an
adjustment  contemplated  by Article 8, such other shares or securities to which
an Optionee  may be entitled  upon the exercise of an Option as a result of such
adjustment; and

2.14."Subsidiary"  means a subsidiary  of the Company  within the meaning of the
Securities Act (British Columbia).

3.   ADMINISTRATION OF THE PLAN

3.1. The Plan shall be administered by the Board.


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3.2. The Board shall have the power,  where  consistent with the general purpose
and intent of the Plan and subject to the  specific  provisions  of the Plan and
the policies of the Exchange from time to time in effect:

     (a)  to establish  policies and  procedures  for carrying out the purposes,
          provisions and administration of the Plan;

     (b)  to interpret  and construe  the Plan and to  determine  all  questions
          arising out of the Plan and any Option  granted  pursuant to the Plan,
          and any such  interpretation,  construction or termination made by the
          Board shall be final, binding and conclusive for all purposes;

     (c)  to determine  which Eligible  Persons are granted Options and to grant
          Options;

     (d)  to determine the number of Shares covered by each Option;

     (e)  to determine the Option Price;

     (f)  to determine the time or times when Options will be granted,  vest and
          be exercisable;

     (g)  to  determine  if the Shares  that are  subject  to an option  will be
          subject to any restrictions upon the exercise of such Option; and

     (h)  to  prescribe  the  form of the  instruments  relating  to the  grant,
          exercise and other terms of options.

3.3. A  director  of the  Company  to whom an Option  may be  granted  shall not
participate in the decision of the Board to grant such Option.

4.   SHARES SUBJECT TO PLAN

     (a)  The  number of Shares  reserved  for  issuance  pursuant  to this Plan
          (together with those Shares which may be issued  pursuant to any other
          employee-related  plan of the Company or options for services  granted
          by the Company) is 4,619,578 Shares;

     (b)  The  number of Shares  reserved  for  issuance  pursuant  to this Plan
          (together with those Shares which may be issued  pursuant to any other
          employee-related  plan of the Company or options for services  granted
          by the  Company)  to any one Person  shall not exceed 5% of the Shares
          outstanding on a non-diluted basis from time to time;

     (c)  The number of Shares which may be reserved  for  issuance  pursuant to
          this Plan (together with those Shares which may be issued  pursuant to
          any other employee-related plan of the Company or options for services
          granted by the Company) to

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          all  Insiders  shall not  exceed 10% of the  Shares  outstanding  on a
          non-diluted basis from time to time;

     (d)  The  number  of  Shares  which  may be  issued  pursuant  to this Plan
          (together with those Shares which may be issued  pursuant to any other
          employee-related  plan of the Company or options for services  granted
          by the  Company) to all  Insiders  within a one-year  period shall not
          exceed 10% of the Shares  outstanding on a non-diluted basis from time
          to time; and

     (e)  The  number  of  Shares  which  may be  issued  pursuant  to this Plan
          (together with those Shares which may be issued  pursuant to any other
          employee-related  plan of the Company or options for services  granted
          by the  Company)  to any one  Insider  and such  Insider's  associates
          within a one-year period shall not exceed 5% of the Shares outstanding
          on a non-diluted basis from time to time.

5.   ELIGIBILITY, GRANT AND TERMS OF OPTIONS

5.1  Options may be granted to Eligible  Persons,  including  to persons who are
Insiders of the Company.

5.2  Except as otherwise  provided in this Plan, the number of Shares subject to
each Option, the Option Price, the expiration date of each Option, the extent to
which each Option is exercisable from time to time during the term of the Option
and other terms and conditions  relating to each such option shall be determined
by the Board;  provided,  however, that Options shall have the following minimum
attributes:

     (a)  all Options must be exercisable during a period not extending beyond 5
          years from the time the Option was granted;

     (b)  the Option  Price must not be lower than the closing  market  price of
          the  shares on The  Toronto  Stock  Exchange  on the date prior to the
          grant of the Option;

     (c)  all  Options  are  non-transferable  or  assignable  by  the  Optionee
          otherwise  than by will or the law of intestacy  and the Option may be
          exercised during the lifetime of the Optionee only by the Optionee;

     (d)  if the Optionee  should die while an Eligible  Person,  the Option may
          then be  exercised by the legal heirs or personal  representatives  of
          the Optionee,  to the same extent as if the Optionee were alive and an
          Eligible  Person for a period not  exceeding  the  earlier of 6 months
          after the death of the Optionee,  or the expiry of the Option but only
          for such  shares as the  Optionee  was  entitled to at the date of the
          death of the Optionee; and

     (e)  subject to paragraph (e) hereof,  each Option held by an Optionee will
          terminate on the earlier of 30 days after the Optionee ceases to be an
          Eligible Person and the expiry date of the applicable Option.


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6.   EXERCISE OF OPTIONS

6.1. Subject to the provisions of the Plan, an Option may be exercised from time
to time by delivery to the Company at its registered  office of a written notice
of exercise  addressed to the Secretary of the Company  specifying the number of
Shares with respect to which the Option is being  exercised and  accompanied  by
payment in full of the Option Price of the Shares to be purchased.  Certificates
for  such  Shares  shall  be  issued  and  delivered  to the  Optionee  within a
reasonable time following the receipt of such notice and payment.

6.2. Notwithstanding  any of the  provisions  contained  in the  Plan  or in any
Option, the Company's  obligation to issue Shares to an Optionee pursuant to the
exercise of an Option shall be subject to:

     (a)  completion of such registration or other  qualification of such Shares
          or obtaining  approval of such  governmental  authority as the Company
          shall  determine to be necessary or advisable in  connection  with the
          authorization, issuance or sale thereof;

     (b)  the listing of such  Shares on any stock  exchange on which the Shares
          may then be listed; and

     (c)  the receipt from the Optionee of such representations,  agreements and
          undertakings,  including as to future dealings in such Shares,  as the
          Company or its counsel  determines  to be  necessary  or  advisable in
          order to safeguard against the violation of the securities laws of any
          jurisdiction.

In this  connection  the  Company  shall,  to the  extent  necessary,  take  all
reasonable steps to obtain such approvals,  registrations and  qualifications as
may be necessary for the issuance of such Shares in compliance  with  applicable
securities  laws and for the  listing of such  Shares on any stock  exchange  on
which the Shares are then listed.

7.   VESTING

7.1. The Board may  determine,  in its sole  discretion,  subject  to Article 11
hereof, the vesting schedule  applicable to each Option,  which vesting schedule
will be set out in the documents relating to the grant of the Option.

7.2. The Board may, in its sole discretion, and in certain circumstances, amend,
abridge,  or  otherwise  eliminate  any  vesting  schedule as its applies to any
outstanding  stock options issued to Eligible  Persons  pursuant to the Plan, so
that any such stock  options,  whether  vested or unvested,  may have an amended
vesting schedule or may immediately vest and become exercisable.

8.   CERTAIN ADJUSTMENTS

8.1. Appropriate adjustments in the number of Shares subject to the Plan, and as
regards Options  granted or to be granted,  in the number of Shares optioned and
in the Option



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Price, shall be made by the Board to give effect to adjustments in the number of
Shares  of  the  Company   resulting  from   subdivisions,   consolidations   or
reclassifications  of the Shares of the Company,  the payment of stock dividends
by the Company (other than  dividends in the ordinary  course) or other relevant
changes in the capital stock of the Company.  The appropriate  adjustment in any
particular  circumstance  shall be  conclusively  determined by the Board in its
sole discretion.

9.   AMENDMENT OR DISCONTINUANCE OF PLAN

9.1. The Board may amend or discontinue the Plan at any time; provided, however,
that no such  amendment  may increase  the maximum  number of Shares that may be
optioned under the Plan,  change the manner of determining  the Option Price or,
without  the  consent of the  optionee,  alter or impair  any Option  previously
granted  to an  Optionee  under the Plan.  No  amendment  to this Plan  shall be
applicable  to any Option  granted or to be granted to an Insider of the Company
until the amendment is approved by the holders of the Shares.

10.  LOANS TO OPTIONEES

10.1.Subject to applicable law and other  applicable rules of any stock exchange
in Canada upon which  Shares of the  Company are listed,  the Company may in its
sole  discretion  arrange  for the  Company or any  Subsidiary  to make loans or
provide  guarantees for loans by financial  institutions to assist  Optionees to
purchase  Shares  upon the  exercise  of the Options so granted or to assist the
Optionees to pay any income tax  eligible  upon  exercise of the  Options.  Such
loans may be secured or  unsecured,  and shall bear  interest at such rates,  if
any,  and  be on  such  other  terms  as  may  be  determined  by  the  Company.
Notwithstanding  the foregoing,  this Section 9.1 shall not apply so long as the
Company  is listed on The  Toronto  Stock  Exchange  unless  The  Toronto  Stock
Exchange gives specific approval to such a loan.

11.  CHANGE OF CONTROL

11.1.Without limiting Section 7 of this Plan and notwithstanding  that directors
of the Company may hold unvested  Options,  in the event of an offer being made,
either to the Company or to the shareholders of the Company,  by a person acting
at arm's  length to the  Company,  as that term is defined in the Income Tax Act
(Canada),  by  which  a  Change  of  Control  is  proposed,   whether  with  the
co-operation  of the Board or  otherwise,  then prior to the  completion of such
Change of Control, the Board may, in its sole and absolute discretion, cause any
or all outstanding stock options issued to Eligible Persons pursuant to the Plan
(except  only  those  which are  subject  to  cancellation),  whether  vested or
unvested, to vest and be exercisable as at such time as the Board may determine.


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12.  MISCELLANEOUS

12.1.The holder of an Option shall not have any rights as a  shareholder  of the
Company  with  respect to any of the Shares  covered by such  Option  until such
holder shall have exercised such Option in accordance with the terms of the Plan
and the issuance of the Shares by the Company.

12.2.Nothing in the Plan or any Option  shall confer upon any Optionee any right
to  continue in the employ of the  Company or any  Subsidiary  of the Company or
affect in any way the right of the Company or any such  Subsidiary  to terminate
his  employment  at any time;  nor shall  anything  in the Plan or any Option be
deemed or construed to constitute an agreement,  or an expression of intent,  on
the part of the Company or any such  Subsidiary to extend the  employment of any
Optionee  beyond  the time that he would  normally  be retired  pursuant  to the
provisions  of any  present  or future  retirement  plan of the  Company  or any
Subsidiary  or any  present or future  retirement  policy of the  Company or any
Subsidiary,  or beyond the time at which he would otherwise be retired  pursuant
to the  provisions  of any  contract  of  employment  with  the  Company  or any
Subsidiary.

12.3.To the extent  required by law or  regulatory  policy or necessary to allow
Shares  issued on exercise of an option to be free of resale  restrictions,  the
Company  shall report the grant,  exercise or  termination  of the Option to the
Exchange and the appropriate securities regulatory authorities.

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