EXHIBIT 4.1


                            SPECIAL WARRANT INDENTURE


                           Providing for the Issue of
                                Special Warrants



                                     BETWEEN

                             INFOWAVE SOFTWARE, INC.


                                     - and -


                             MONTREAL TRUST COMPANY
                                    OF CANADA


                           Dated as of April 13, 2000





                          BLAKE, CASSELS & GRAYDON LLP
                         Suite 2600, 595 Burrard Street
                           Vancouver, British Columbia
                                     V7X 1L3

                                 DAVIS & COMPANY
                             2800 666 Burrard Street
                           Vancouver, British Columbia
                                     V6C 2Z7

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                                TABLE OF CONTENTS

<TABLE>

                                                                                                     Page
                                                                                                     ----
                                            ARTICLE I
                                         INTERPRETATION

<S>                                                                                                   <C>
1.1     Definitions....................................................................................1
1.2     Gender and Number..............................................................................4
1.3     Interpretation not Affected by Headings, etc...................................................4
1.4     Day not a Business Day.........................................................................5
1.5     Time of the Essence............................................................................5
1.6     Currency.......................................................................................5
1.7     Applicable Law.................................................................................5

                                            ARTICLE II
                                    ISSUE OF SPECIAL WARRANTS

2.1     Issue of Special Warrants......................................................................5
2.2     Terms of Special Warrants......................................................................5
2.3     Warrant Holder not a Shareholder...............................................................5
2.4     Special Warrants to Rank Pari Passu............................................................5
2.5     Form of Special Warrants.......................................................................6
2.6     Signing of Warrant Certificates................................................................6
2.7     Certification by the Trustee...................................................................6
2.8     Issue in Substitution for Warrant Certificates Lost, etc.......................................6
2.9     Exchange of Warrant Certificates...............................................................7
2.10    Transfer of Special Warrants...................................................................7
2.11    Charges for Exchange or Transfer...............................................................7
2.12    Cancellation of Surrendered Special Warrants...................................................8
2.13    U.S. Legends...................................................................................8
2.14    Certain Transfers..............................................................................9

                                            ARTICLE III
                                 EXERCISE OF SPECIAL WARRANTS

3.1     Method of Exercise of Special Warrants.........................................................9
3.2     Effect of Exercise of Special Warrants........................................................10
3.3     Partial Exercise of Special Warrants; Fractions...............................................11
3.4     Expiration of Special Warrants................................................................11
3.5     Accounting and Recording......................................................................11
3.6     Deemed Exercise...............................................................................12
3.7     Securities Restrictions.......................................................................12

                                            ARTICLE IV
                                   ESCROW AND DIVIDEND FUNDS

4.1     Deposit of Escrow Funds with Trustee..........................................................12
4.2     Administration of Escrow Funds................................................................12
4.3     Deposit of Escrow Funds.......................................................................12
4.4     Conditions to Release of Escrow Funds.........................................................13
4.5     Conditions to Release of Dividend Funds and Property..........................................13
4.6     Administration of Dividend Funds and Property.................................................14
</TABLE>


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                                      -ii-

<TABLE>


                                            ARTICLE V
                             ADJUSTMENT OF NUMBER OF COMMON SHARES
<S>                                                                                                   <C>
5.1     Adjustment of Number of Common Shares.........................................................14
5.2     Entitlement to Shares on Exercise of Special Warrant..........................................16
5.3     No Adjustment for Stock Options...............................................................16
5.4     Determination by Corporation's Auditors.......................................................16
5.5     Proceedings Prior to any Action Requiring Adjustment..........................................16
5.6     Certificate of Adjustment.....................................................................17
5.7     Notice of Special Matters.....................................................................17
5.8     No Action after Notice........................................................................17
5.9     Protection of Trustee.........................................................................17

                                            ARTICLE VI
                            RIGHTS AND COVENANTS OF THE CORPORATION

6.1     Optional Purchases by the Corporation.........................................................18
6.2     General Covenants.............................................................................18
6.3     Trustee's Remuneration and Expenses...........................................................19
6.4     Securities Qualification Requirements.........................................................19
6.5     Performance of Covenants by Trustee...........................................................20

                                            ARTICLE VII
                                            ENFORCEMENT

7.1     Suits by Warrant Holders......................................................................20
7.2     Immunity of Shareholders, etc.................................................................20
7.3     Limitation of Liability.......................................................................20
7.4     Waiver of Default.............................................................................20

                                            ARTICLE VIII
                                   MEETINGS OF WARRANT HOLDERS

8.1     Right to Convene Meetings.....................................................................21
8.2     Notice........................................................................................21
8.3     Chairman......................................................................................21
8.4     Quorum........................................................................................21
8.5     Power to Adjourn..............................................................................22
8.6     Show of Hands.................................................................................22
8.7     Poll and Voting...............................................................................22
8.8     Regulations...................................................................................22
8.9     Corporation and Trustee May be Represented....................................................23
8.10    Powers Exercisable by Extraordinary Resolution................................................23
8.11    Meaning of Extraordinary Resolution...........................................................24
8.12    Powers Cumulative.............................................................................25
8.13    Minutes.......................................................................................25
8.14    Instruments in Writing........................................................................25
8.15    Binding Effect of Resolutions.................................................................26
8.16    Holdings by Corporation Disregarded...........................................................26
</TABLE>


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                                     -iii-


<TABLE>

                                            ARTICLE IX
                                    SUPPLEMENTAL INDENTURES
<S>                                                                                                   <C>
9.1     Provision for Supplemental Indentures for Certain Purposes....................................26
9.2     Successor Corporations........................................................................27

                                            ARTICLE X
                                     CONCERNING THE TRUSTEE

10.1    Trust Indenture Legislation...................................................................27
10.3    Indemnification...............................................................................28
10.4    Evidence, Experts and Advisers................................................................28
10.5    Actions by Trustee to Protect Interest........................................................29
10.6    Trustee Not Required to Give Security.........................................................29
10.7    Protection of Trustee.........................................................................29
10.8    Replacement of Trustee; Successor by Merger...................................................30
10.9    Conflict of Interest..........................................................................30
10.10   Acceptance of Trust...........................................................................31
10.11   Trustee Not to be Appointed Receiver..........................................................31

                                            ARTICLE XI
                                             GENERAL

11.1    Notice to the Corporation and the Trustee.....................................................31
11.2    Notice to Warrant Holders.....................................................................32
11.3    Ownership of Special Warrants.................................................................32
11.4    Counterparts..................................................................................32
11.5    Satisfaction and Discharge of Indenture.......................................................33
11.6    Provisions of Indenture and Special Warrants for the Sole Benefit of Parties and
        Warrant Holders...............................................................................33
11.7    Common Shares or Special Warrants Owned by the Corporation or its Subsidiaries -
        Certificate to be Provided....................................................................33
11.8    Events of Default.............................................................................34
</TABLE>


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     THIS SPECIAL WARRANT INDENTURE is made as of the 13th day of April, 2000.

BETWEEN:

          INFOWAVE SOFTWARE,  INC., a corporation incorporated under the laws of
          British  Columbia,  with its registered and records office in the City
          of  Vancouver,  British  Columbia  (hereinafter  referred  to  as  the
          "Corporation")

                                                               OF THE FIRST PART

AND:

          MONTREAL TRUST COMPANY OF CANADA, a trust company  incorporated  under
          the  laws of  Canada  and  authorized  to  carry  on  business  in all
          Provinces of Canada (hereinafter referred to as the "Trustee")

                                                              OF THE SECOND PART


          WHEREAS:

A.   the  Corporation  is proposing  to issue  924,000  Special  Warrants in the
manner herein set forth;

B.   all acts and  deeds  necessary  have been  done and  performed  to make the
Special Warrants,  when issued as provided in this Indenture,  legal,  valid and
binding upon the Corporation  with the benefits and subject to the terms of this
Indenture; and

C.   the foregoing recitals are made as  representations  and statements of fact
by the Corporation and not by the Trustee;

     NOW THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I
                                 INTERPRETATION

1.1        Definitions

          In this Indenture, including the recitals and schedules hereto, and in
all indentures supplemental hereto:

     (a)  "Applicable  Legislation"  means the  provisions  of the  Company  Act
          (British Columbia),  as from time to time amended,  and any statute of
          Canada or a province thereof,  and the regulations and rules under any
          such named or other  statute,  relating to trust  indentures or to the
          rights,  duties and obligations of trustees and of corporations  under
          trust  indentures,  to the extent that such provisions are at the time
          in force and applicable to this Indenture;

     (b)  "Business  Day" means a day which is not Saturday or Sunday or a legal
          holiday in the City of Vancouver, British Columbia;




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                                       2




     (c)  "Closing Date" means April 13, 2000;

     (d)  "Common  Shares" means common shares of the  Corporation  as presently
          constituted;

     (e)  "Corporation's  Auditors" means a firm of chartered  accountants  duly
          appointed as auditors of the Corporation;

     (f)  "Counsel"  means a barrister or solicitor or a firm of barristers  and
          solicitors  retained by the Trustee or retained by the Corporation and
          acceptable to the Trustee;

     (g)  "Current  Market  Price" of the  Common  Shares at any date  means the
          weighted  average  closing  price for such shares for the period of 20
          Trading Days ending  immediately  prior to such date on the TSE (or if
          there is not a closing price on any such days,  the average of the bid
          and ask  prices)  or, if on any such days the  Common  Shares  are not
          listed on the TSE, on such stock  exchange  upon which such shares are
          listed and as  selected by the  directors,  or, if such shares are not
          listed on any stock exchange,  then on such over-the-counter market as
          may be selected for such purpose by the directors;

     (h)  "Designated  Provinces" means the provinces of British  Columbia,  New
          Brunswick and Ontario;

     (i)  "director" means a director of the Corporation for the time being and,
          unless  otherwise  specified  herein,  reference  to  action  "by  the
          directors" means action by the directors of the Corporation as a board
          or, whenever duly empowered, action by any committee of such board;

     (j)  "Dividend  Funds"  means all cash  dividends  and other  distributions
          deposited with the Trustee pursuant to subsection 6.2(i);

     (k)  "Escrow Funds" means an amount equal to 25% of the gross proceeds from
          the sale of Special  Warrants less the  Underwriters'  commission  and
          expenses;

     (l)  "Exercise Date" means,  with respect to any Special Warrant,  the date
          on which the Warrant Certificate  representing such Special Warrant is
          surrendered  for exercise in accordance  with Section 3.1 and includes
          the date upon  which  Special  Warrants  are  deemed  to be  exercised
          pursuant to Section 3.6;

     (m)  "Expiry  Date" means,  with respect to any Special  Warrant,  the date
          which is the earlier of:

          (i)       five Business Days after the Qualification Date;

          (ii)      the first anniversary of the Closing Date; and

          (iii)     the date on which  all of the  Special  Warrants  have  been
                    exercised.

     (n)  "extraordinary resolution" has the meaning set forth in Section 8.11;

     (o)  "person"  means an individual,  body  corporate,  partnership,  trust,
          trustee,   executor,   administrator,   legal  representative  or  any
          unincorporated organization;


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                                       3




     (p)  "Preliminary  Prospectus" means the preliminary prospectus to be filed
          with the Securities Commissions and any amendments thereto, in respect
          of the  distribution  of Common  Shares  upon the  exercise of Special
          Warrants;

     (q)  "Property"  means  all  property  and  securities  deposited  with the
          Trustee pursuant to subsection 6.2(i);

     (r)  "Prospectus"  means  the  (final)  prospectus  to be  filed  with  the
          Securities  Commissions and any amendments  thereto, in respect of the
          distribution of Common Shares upon the exercise of Special Warrants;

     (s)  "Qualification  Date"  means the date that the last of the  Securities
          Commissions issues a receipt for the Prospectus;

     (t)  "Qualification  Deadline"  means 90 days following the Closing Date or
          such  later  date  as may be  agreed  to by the  Underwriters  and the
          Corporation with notice to the Trustee;

     (u)  "Receipts"  means the receipts for the Prospectus to be issued by each
          of the Securities Commissions;

     (v)  "Securities  Commissions" means the securities regulatory  authorities
          in the Designated Provinces;

     (w)  "Shareholder" means a holder of record of one or more Common Shares;

     (x)  "Special   Warrants"  means  the  transferable   warrants  issued  and
          certified  hereunder and for the time being outstanding  entitling the
          holder to acquire Common Shares;

     (y)  "this  Special  Warrant   Indenture",   "this  Indenture",   "herein",
          "hereby",  "hereof'  and  similar  expressions  mean and refer to this
          Indenture and any indenture,  deed or instrument  supplemental hereto;
          and the expressions "Article", "Section", "subsection" and "paragraph"
          followed by a number,  letter or both mean and refer to the  specified
          article, section, subsection or paragraph of this Indenture;

     (z)  "Subscription  Funds" means the aggregate  amount of the funds paid by
          purchasers of the Special  Warrants for such Special Warrants equal to
          the number of such Special  Warrants  issued  hereunder  multiplied by
          $32.50;

     (aa) "Time of Expiry" means 4:00 p.m. (Vancouver time) on the Expiry Date;

     (bb) "Trading Day" means, with respect to a stock exchange,  a day on which
          such exchange is open for the transaction of business;

     (cc) "TSE" means The Toronto Stock Exchange;

     (dd) "Underwriters"  means CIBC World  Markets Inc. and  Canaccord  Capital
          Corporation;

     (ee) "Underwriting  Agreement" means the underwriting agreement dated as of
          April 13, 2000, between the Corporation and the Underwriters  relating
          to the offering of Special Warrants;


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                                       4




     (ff) "United  States" means the United States of America,  its  territories
          and possessions,  any State of the United States,  and the District of
          Columbia;

     (gg) "U.S.  Person" means U.S. Person as that term is defined in Regulation
          S under the U.S. Securities Act;

     (hh) "U.S.  Securities Act" means the United States Securities Act of 1933,
          as amended;

     (ii) "Voting  Shares" means shares of the capital stock of any class of any
          corporation  carrying voting rights under all circumstances,  provided
          that, for the purposes of such definition, shares which only carry the
          right to vote  conditionally on the happening of an event shall not be
          considered  Voting  Shares,  whether  or not  such  event  shall  have
          occurred,  nor shall any shares be deemed to cease to be Voting Shares
          solely  by  reason of a right to vote  accruing  to shares of  another
          class or classes by reason of the happening of any such event;

     (jj) "Warrant Agency" means the principal office of the Trustee in the City
          of  Vancouver,  British  Columbia or in the City of  Toronto,  Ontario
          and/or such other place or places as may be  designated  in accordance
          with subsection 3.1(c);

     (kk) "Warrant  Certificate"  means a  certificate  issued  on or after  the
          Closing Date to evidence Special Warrants;

     (ll) "Warrant Holders",  "Warrantholders" or "holders" without reference to
          Common Shares,  means the persons who are registered owners of Special
          Warrants;

     (mm) "Warrant  Holders'  Request" means an instrument signed in one or more
          counterparts by Warrant  Holders  entitled to acquire in the aggregate
          not less than 25% of the aggregate number of Common Shares which could
          be acquired  pursuant to the  exercise  of all Special  Warrants  then
          unexercised  and  outstanding,  requesting  the  Trustee  to take some
          action or proceeding specified therein: and

     (nn) "written  order  of  the   Corporation",   "written   request  of  the
          Corporation", "written consent of the Corporation" and "certificate of
          the Corporation" mean, respectively, a written order, request, consent
          and certificate signed in the name of the Corporation by its Chairman,
          President,  Chief  Executive  Officer,  Chief  Financial  Officer or a
          Vice-President,  and  may  consist  of  one  or  more  instruments  so
          executed.


1.2       Gender and Number

          Unless  herein  otherwise  expressly  provided  or unless the  context
otherwise  requires,  words  importing the singular  include the plural and vice
versa and words importing gender include both genders.

1.3       Interpretation not Affected by Headings, etc.

          The  division  of this  Indenture  into  Articles  and  Sections,  the
provision  of a  table  of  contents  and  the  insertion  of  headings  are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation of this Indenture.


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                                       5




1.4       Day not a Business Day

          In the event that any day on or before which any action is required to
be taken  hereunder is not a Business Day, then such action shall be required to
be taken at or before the requisite  time on the next  succeeding  day that is a
Business Day.

1.5       Time of the Essence

          Time shall be of the essence of this Indenture.

1.6       Currency

          Except as otherwise stated, all dollar amounts herein are expressed in
Canadian dollars.

1.7       Applicable Law

          This  Indenture  and the Warrant  Certificates  shall be  construed in
accordance  with the laws of the  Province of British  Columbia  and the federal
laws applicable therein and shall be treated in all respects as British Columbia
contracts.

                                   ARTICLE II
                            ISSUE OF SPECIAL WARRANTS
                            -------------------------

2.1       Issue of Special Warrants

          A total of 924,000 Special  Warrants are hereby created and authorized
to be issued at a price of $32.50 for each Special Warrant.

2.2       Terms of Special Warrants

     (a)  Each Special Warrant shall entitle the holder  thereof,  upon exercise
          or  deemed  exercise  and at no  additional  cost  to the  holder,  to
          acquire,  subject to adjustment  in accordance  with Article 5 hereof,
          one Common Share;

     (b)  No fractional  Special Warrants shall be issued or otherwise  provided
          for hereunder.

2.3       Warrant Holder not a Shareholder

          Except as provided for in subsection 6.2(i), nothing in this Indenture
or in the  holding of a Special  Warrant or Warrant  Certificate  or  otherwise,
shall, in itself, confer or be construed as conferring upon a Warrant Holder any
right or interest whatsoever as a Shareholder or as any other security holder of
the Corporation, including, but not limited to, the right to vote at, to receive
notice of, or to attend,  meetings of shareholders  or any other  proceedings of
the Corporation, or the right to receive dividends and other distributions.

2.4       Special Warrants to Rank Pari Passu

          All Special Warrants shall rank pari passu, whatever may be the actual
date of issue thereof.



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                                       6




2.5       Form of Special Warrants

          The  Warrant  Certificates   (including  all  replacements  issued  in
accordance with this Indenture)  shall be  substantially  in the form set out in
Schedule  "A"  hereto,  shall be dated as of the Closing  Date,  shall bear such
distinguishing  letters and numbers as the Corporation may, with the approval of
the  Trustee,  prescribe,  and shall be issuable in any  denomination  excluding
fractions.

2.6       Signing of Warrant Certificates

          The Warrant  Certificates  shall be signed by any one of the directors
and  officers  of  the  Corporation  and  need  not be  under  the  seal  of the
Corporation.  The signatures of any such director or officer may be mechanically
reproduced  in  facsimile  and  Warrant   Certificates  bearing  such  facsimile
signatures  shall be binding upon the  Corporation  as if they had been manually
signed by such director or officer. Notwithstanding that any person whose manual
or  facsimile  signature  appears on any  Warrant  Certificate  as a director or
officer may no longer hold office at the date of such Warrant  Certificate or at
the date of certification or delivery thereof, any Warrant Certificate signed as
aforesaid  shall,  subject  to  Section  2.7,  be  valid  and  binding  upon the
Corporation  and the holder  thereof  shall be entitled to the  benefits of this
Indenture.

2.7       Certification by the Trustee

     (a)  The  Trustee  shall  certify  Warrant  Certificates  upon the  written
          direction of the Corporation.  No Warrant  Certificate shall be issued
          or, if issued, shall be valid for any purpose or entitle the holder to
          the benefit hereof until it has been certified by manual  signature by
          or on  behalf  of  the  Trustee  substantially  in  the  form  of  the
          certificate set out in Schedule "A" hereto,  and such certification by
          the Trustee upon any Warrant  Certificate shall be conclusive evidence
          as against the Corporation  that the Warrant  Certificate so certified
          has been duly issued  hereunder and that the holder is entitled to the
          benefits hereof.

     (b)  The  certification  of the  Trustee  on  Warrant  Certificates  issued
          hereunder  shall not be construed as a  representation  or warranty by
          the  Trustee  as to the  validity  of this  Indenture  or the  Warrant
          Certificates (except the due certification thereof by the Trustee) and
          the Trustee  shall in no respect be liable or  answerable  for the use
          made of the Warrant Certificate or any of them or of the consideration
          therefor except as otherwise specified herein.

2.8       Issue in Substitution for Warrant Certificates Lost, etc.

     (a)  If any Warrant Certificate becomes mutilated or is lost,  destroyed or
          stolen,  the  Corporation,  subject to applicable law, shall issue and
          thereupon  the  Trustee  shall  certify  and  deliver,  a new  Warrant
          Certificate  of like tenor as the one  mutilated,  lost,  destroyed or
          stolen in exchange for and in place of and upon  cancellation  of such
          mutilated Warrant  Certificate,  or in lieu of and in substitution for
          such  lost,   destroyed  or  stolen  Warrant   Certificate,   and  the
          substituted  Warrant  Certificate  shall be in a form  approved by the
          Trustee and the Special Warrants  evidenced  thereby shall be entitled
          to the benefits  hereof and shall rank equally in accordance  with its
          terms  with  all  other  Special  Warrants  issued  or  to  be  issued
          hereunder.



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                                       7




     (b)  The applicant for the issue of a new Warrant  Certificate  pursuant to
          this Section 2.8 shall bear the cost of the issue  thereof and in case
          of loss,  destruction or theft, shall, as a condition precedent to the
          issue  thereof,  furnish to the  Corporation  and to the Trustee  such
          evidence of  ownership  and of the loss,  destruction  or theft of the
          Warrant  Certificate  so  lost,   destroyed  or  stolen  as  shall  be
          satisfactory  to the  Corporation  and to the  Trustee,  in their sole
          discretion,  and such  applicant  may also be  required  to furnish an
          indemnity  and a surety  bond in amount and form  satisfactory  to the
          Corporation and the Trustee,  in their sole discretion,  and shall pay
          the  reasonable   charges  of  the  Corporation  and  the  Trustee  in
          connection therewith.

2.9      Exchange of Warrant Certificates

     (a)  Any  one or more  Warrant  Certificates  representing  any  number  of
          Special Warrants may, upon compliance with the reasonable requirements
          of  the  Trustee,   be  exchanged   for  one  or  more  other  Warrant
          Certificates   representing  the  same  aggregate  number  of  Special
          Warrants  as  represented  by  the  Warrant   Certificate  or  Warrant
          Certificates so exchanged.

     (b)  Warrant Certificates may be exchanged only at the Warrant Agency or at
          any  other  place  that is  designated  by the  Corporation  with  the
          approval of the Trustee. Any Warrant Certificate tendered for exchange
          shall be  cancelled  and  surrendered  by the  Warrant  Agency  to the
          Trustee.

2.10      Transfer of Special Warrants

          The Special  Warrants may only be  transferred on the register kept at
the Warrant  Agency by the holder or its legal  representatives  or its attorney
duly appointed by an instrument in writing in form and execution satisfactory to
the  Trustee,   upon  surrendering  to  the  Trustee  the  Warrant  Certificates
representing the Special Warrants to be transferred and upon compliance with:

     (a)  the conditions herein;

     (b)  such reasonable requirements as the Trustee may prescribe;

     (c)  all applicable  securities  legislation and requirements of regulatory
          authorities including without limitation, any undertaking given to the
          TSE as confirmed by the Transferor  and Transferee by their  execution
          of the transfer form attached to the Warrant Certificate; and

     (d)  Sections 2.13 and 2.14 hereof, if applicable;

2.11      Charges for Exchange or Transfer

          Except as otherwise  herein  provided,  a  reasonable  charge shall be
levied by the Trustee in respect of the exchange of any Warrant  Certificate  or
the issue of a new Warrant  Certificate(s)  pursuant  hereto  provided  that the
reimbursement of the Trustee or the Corporation for any and all transfer,  stamp
or similar taxes or other governmental charges required to be paid shall be made
by the holder  requesting such transfer or exchange as a condition  precedent to
such transfer or exchange.



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                                       8




2.12      Cancellation of Surrendered Special Warrants

          All Warrant  Certificates  surrendered  pursuant to Sections 2.8, 2.9,
2.10,  3.1,  3.3, 3.6 or 6.1 shall be returned to the Trustee for  cancellation,
shall be  cancelled  by the  Trustee  and,  after the  expiry  of any  period of
retention  prescribed by law,  shall be destroyed by the Trustee or delivered to
the Corporation if it so requests. Upon request by the Corporation,  the Trustee
shall  furnish to the  Corporation  a destruction  certificate  identifying  the
Warrant  Certificates  so destroyed,  the number of Special  Warrants  evidenced
thereby,  the number of Common Shares issued  pursuant to such Special  Warrants
and the details of any Warrant  Certificates  issued in substitution or exchange
for such Warrant Certificates destroyed.

2.13      U.S. Legends

     (a)  The Trustee understands and acknowledges that the Special Warrants and
          the Common Shares issuable upon exercise of the Special  Warrants have
          not been and will not be registered under the U.S. Securities Act.

     (b)  Each Warrant Certificate  originally issued to a U.S. Person or person
          in the United  States,  each  Warrant  Certificate  issued in exchange
          therefor or in substitution thereof, and each certificate representing
          Common Shares  issuable upon  exercise of the Special  Warrants  shall
          bear the following legend:

          "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
          ACT") OR UNDER  ANY STATE  SECURITIES  LAWS.  THE  HOLDER  HEREOF,  BY
          PURCHASING SUCH SECURITIES,  AGREES FOR THE BENEFIT OF THE CORPORATION
          THAT SUCH  SECURITIES  MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
          ONLY  (A) TO  THE  CORPORATION,  (B)  OUTSIDE  THE  UNITED  STATES  IN
          ACCORDANCE  WITH RULE 904 OF  REGULATION  S UNDER THE U.S.  SECURITIES
          ACT, IF  AVAILABLE,  (C) PURSUANT TO THE EXEMPTION  FROM  REGISTRATION
          UNDER THE U.S.  SECURITIES  ACT  PROVIDED BY RULE 144  THEREUNDER,  IF
          AVAILABLE,   OR  (D)  IN  COMPLIANCE  WITH  CERTAIN  OTHER  PROCEDURES
          SATISFACTORY TO THE CORPORATION.  DELIVERY OF THIS CERTIFICATE MAY NOT
          CONSTITUTE  "GOOD  DELIVERY" IN  SETTLEMENT OF  TRANSACTIONS  ON STOCK
          EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF
          WHICH WILL CONSTITUTE "GOOD  DELIVERY",  MAY BE OBTAINED FROM MONTREAL
          TRUST COMPANY OF CANADA UPON DELIVERY OF THIS  CERTIFICATE  AND A DULY
          EXECUTED DECLARATION, IN A FORM SATISFACTORY TO MONTREAL TRUST COMPANY
          OF CANADA  AND THE  CORPORATION,  TO THE  EFFECT  THAT THE SALE OF THE
          SECURITIES  REPRESENTED  HEREBY IS BEING MADE IN COMPLIANCE  WITH RULE
          904 OF REGULATION S UNDER THE U.S. SECURITIES ACT",


<PAGE>
                                       9




provided,  that if the Special  Warrants or Common Shares issuable upon exercise
of Special  Warrants are being sold in accordance  with Rule 904 of Regulation S
under the U.S.  Securities Act, the legend may be removed if the holder provides
a declaration to the Trustee to the following  effect (or as the Corporation may
prescribe from time to time):

          "The undersigned (a)  acknowledges  that the sale of the securities of
          Infowave Software,  Inc. (the "Corporation") to which this declaration
          relates is being made in reliance  upon Rule 904 of Regulation S under
          the  United  States  Securities  Act of 1933,  as  amended  (the "U.S.
          Securities  Act") and (b) certifies that (1) the undersigned is not an
          "affiliate" (as defined in Rule 405 under the U.S.  Securities Act) of
          the  Corporation as defined in the U.S.  Securities Act, (2) the offer
          of such  securities  was not made to a person in the United States and
          either  (i) at the time the buy  order  was  originated  the buyer was
          outside the United States,  or the seller and any person acting on its
          behalf reasonably believe that the buyer was outside the United States
          or (ii) the  transaction  was executed on or through the facilities of
          The  Toronto  Stock  Exchange  and  neither  the seller nor any person
          acting on its behalf knows that the transaction  has been  prearranged
          with a buyer in the  United  States,  (3)  neither  the seller nor any
          affiliate  of the seller nor any person  acting on any of their behalf
          has  engaged or will  engage in any  directed  selling  efforts in the
          United  States  in  connection   with  the  offer  and  sale  of  such
          securities.  Terms  used  herein  have the  meanings  given to them by
          Regulation S.";

2.14      Certain Transfers

     (a)  If a Warrant  Certificate  tendered for transfer  bears the legend set
          forth in  subsection  2.13(b)  hereof and the holder  thereof  has not
          obtained the prior  written  consent of the  Corporation,  the Trustee
          shall not register such transfer unless the holder thereof  provides a
          declaration  to the  Trustee  to the  effect  set forth in  subsection
          2.13(b) hereof.

     (b)  If a  Warrant  Certificate  tendered  for  transfer  does not bear the
          legend set forth in subsection  2.13(b) hereof,  the Trustee shall not
          register such transfer if it has reason to believe that the transferee
          is a U.S. Person,  is in the United States or is acquiring the Special
          Warrants evidenced thereby for the account or benefit of a U.S. Person
          or a person in the United States.

                                  ARTICLE III
                          EXERCISE OF SPECIAL WARRANTS

3.1       Method of Exercise of Special Warrants

     (a)  The holder of any Special  Warrant may exercise the right conferred on
          such  holder  to  acquire  Common  Shares by  surrendering,  after the
          Closing  Date and prior to the Time of Expiry,  to the Warrant  Agency
          the Warrant  Certificate  with a duly completed and executed  exercise
          form.  Subject to subsection  3.6(b),  a Warrant  Certificate with the
          duly  completed  and  executed  exercise  form  referred  to  in  this
          subsection 3.1(a) shall be deemed to be surrendered only upon personal
          delivery  thereof or, if sent by mail or other means of  transmission,
          upon actual receipt thereof at, in each case, the Warrant Agency.



<PAGE>
                                       10




     (b)  Any exercise form referred to in subsection  3.1(a) shall be signed by
          the Warrant Holder and shall specify:

          (i)       the  number of Common  Shares  which  the  holder  wishes to
                    acquire  (being  not more than  those  which  the  holder is
                    entitled to acquire  pursuant to the Warrant  Certificate(s)
                    surrendered);

          (ii)      the person or  persons  in whose  name or names such  Common
                    Shares are to be issued;

          (iii)     the address or addresses of such persons; and

          (iv)      the number of Common Shares to be issued to each such person
                    if more than one person is so specified.

          If any of the  Common  Shares  subscribed  for are to be  issued  to a
          person or persons other than the Warrant  Holder,  the Warrant  Holder
          shall pay to the Corporation,  or the Warrant Agency, on behalf of the
          Corporation,   all  applicable  transfer  or  similar  taxes  and  the
          Corporation  shall not be  required  to issue or deliver  certificates
          evidencing  Common  Shares  unless or until such Warrant  Holder shall
          have paid to the  Corporation,  or the Warrant Agency on behalf of the
          Corporation,  the amount of such tax or shall have  established to the
          satisfaction of the Corporation that such tax has been paid or that no
          tax is due.

     (c)  In connection with the exchange of Warrant  Certificates  and exercise
          of  Special   Warrants  and  compliance  with  such  other  terms  and
          conditions  hereof as may be required,  the  Corporation has appointed
          the Warrant Agency as the agency at which Warrant  Certificates may be
          surrendered for exchange or transfer or at which Special  Warrants may
          be  exercised.  The  Corporation  may  from  time  to  time  designate
          alternate or  additional  places as the Warrant  Agency and shall give
          notice to the Trustee of any change of the Warrant Agency.

3.2       Effect of Exercise of Special Warrants

     (a)  Upon the exercise of Special Warrants  pursuant to Section 3.1 or upon
          a deemed exercise pursuant to Section 3.6, and subject to Section 3.3,
          the Common Shares  subscribed for or, in the case of a deemed exercise
          pursuant to Section 3.6, all of the Common Shares issuable pursuant to
          the Special  Warrants deemed to be exercised,  shall be deemed to have
          been issued and the person or persons to whom such  Common  Shares are
          to be issued  shall be deemed to have  become the holder or holders of
          record of such Common Shares on the Exercise Date, unless the transfer
          registers of the  Corporation  shall be closed on such date,  in which
          case the  Common  Shares  subscribed  for shall be deemed to have been
          issued and such person or persons  deemed to have become the holder or
          holders  of record  of such  Common  Shares on the date on which  such
          transfer registers are reopened.

     (b)  Subject to Section 3.6,  within five  Business Days after the Exercise
          Date with respect to a Special  Warrant,  the Corporation  shall cause
          the  Trustee  to mail to the  person or persons in whose name or names
          the Common Shares so subscribed for have been issued,  as specified in
          the subscription at the address  specified in such subscription or, if
          so


<PAGE>
                                       11




          specified in such  subscription,  cause to be delivered to such person
          or persons at the Warrant  Agency  where the Warrant  Certificate  was
          surrendered,  certificates for the appropriate number of Common Shares
          subscribed for.

3.3       Partial Exercise of Special Warrants; Fractions

     (a)  The  holder of any  Special  Warrants  may  acquire a number of Common
          Shares  less than the number  which the holder is  entitled to acquire
          pursuant to the surrendered  Warrant  Certificate(s).  In the event of
          any  exercise  of a number of  Special  Warrants  less than the number
          which the holder is  entitled to  exercise,  the holder of the Special
          Warrants  upon such  exercise  shall,  in  addition,  be  entitled  to
          receive,  without charge  therefor,  a new Warrant  Certificate(s)  in
          respect of the  balance of the  Special  Warrants  represented  by the
          surrendered Warrant Certificate(s) and which were not then exercised.

     (b)  Notwithstanding  anything  herein  contained  including any adjustment
          provided for in Article 5, the Corporation shall not be required, upon
          the  exercise of any Special  Warrants,  to issue  fractions of Common
          Shares or to distribute  certificates which evidence fractional Common
          Shares. In lieu of fractional Common Shares, the Corporation shall pay
          to the holder who would  otherwise  be entitled to receive  fractional
          Common  Shares  upon an  exercise  of  Special  Warrants,  within  ten
          Business Days after the date upon which the  fractional  Common Shares
          would  otherwise  have been  deemed to have been  issued  pursuant  to
          Section  3.2, an amount in lawful money of Canada equal to the Current
          Market Price of the Common Shares multiplied by an amount equal to the
          fractional  interest of Common  Shares such holder would  otherwise be
          entitled to receive upon such exercise,  provided that the Corporation
          shall not be required to make any payment,  calculated  as  aforesaid,
          that is less than $5.00.

3.4       Expiration of Special Warrants

          Immediately  after the Time of Expiry,  all rights  under any  Special
Warrant in respect of which the right of acquisition herein and therein provided
for shall not have been  exercised  shall cease and  terminate  and such Special
Warrant shall be void and of no further force or effect.

3.5       Accounting and Recording

     (a)  The Trustee shall promptly  account to the Corporation with respect to
          Special Warrants exercised. Any securities or other instruments,  from
          time to time  received by the Trustee  shall be received in trust for,
          and shall be  segregated  and kept apart by the  Trustee in trust for,
          the Corporation.

     (b)  The  Trustee  shall  record  the   particulars  of  Special   Warrants
          exercised,  which particulars shall include the names and addresses of
          the persons who become  holders of Common  Shares on exercise  and the
          Exercise  Date in respect  thereof.  The Trustee  shall  provide  such
          particulars in writing to the Corporation within five Business Days of
          any request by the Corporation therefor.



<PAGE>
                                       12




3.6       Deemed Exercise

     (a)  Immediately  prior  to  the  Time  of  Expiry,  all  Special  Warrants
          outstanding shall be deemed to be exercised without any further action
          by the Warrant  Holders and the Common Shares shall be issued and made
          available to the Warrant Holders.

     (b)  Upon the  issuance of Common  Shares  upon the deemed  exercise of the
          Special Warrants, the Warrant Certificates will be deemed to have been
          surrendered  and cancelled  without  further action on the part of the
          Holder,  the Trustee or the Corporation.  Unless otherwise directed by
          the Warrant  Holder,  the Trustee will then mail the Common  Shares to
          the Warrant Holder in accordance  with the register  maintained at the
          Warrant Agency.

3.7       Securities Restrictions

          Notwithstanding anything herein contained,  Common Shares will only be
issued upon exercise of the Special  Warrants in compliance  with the securities
laws of any applicable jurisdiction,  and without limiting the generality of the
foregoing,  in the event that the Special  Warrants  are  exercised  pursuant to
Section 3.1 prior to the issuance of the Receipts, the certificates representing
the Common Shares thereby issued will bear such legend as may, in the opinion of
counsel to the  Corporation,  be  necessary in order to avoid a violation of any
securities laws of any province in Canada or to comply with the  requirements of
any stock  exchange on which the Common Shares are listed,  provided that if, at
any time,  in the  opinion of counsel to the  Corporation,  such  legends are no
longer  necessary in order to avoid a violation of any such laws,  or the holder
of  any  such  legended  certificate,  at the  holder's  expense,  provides  the
Corporation with evidence  satisfactory in form and substance to the Corporation
(which may include an opinion of counsel satisfactory to the Corporation) to the
effect that such holder is entitled to sell or  otherwise  transfer  such Common
Shares in a  transaction  in which such legends are not required  such  legended
certificate  may thereafter be surrendered to the  Corporation in exchange for a
certificate which does not bear such legend.

                                   ARTICLE IV
                            ESCROW AND DIVIDEND FUNDS

4.1       Deposit of Escrow Funds with Trustee

          On the Closing  Date and upon  issuance of the Special  Warrants,  the
Underwriters  will  deliver or cause to be  delivered  the  Escrow  Funds to the
Trustee by  certified  cheque  payable  to the  Trustee  in  Vancouver,  British
Columbia.

4.2       Administration of Escrow Funds

          All Escrow Funds shall be held at or administered  through the Warrant
Agency.  The Trustee  shall not be entitled to deal with the Escrow Funds except
in accordance with the terms of this Special Warrant Indenture.

4.3       Deposit of Escrow Funds

          As soon as  practicable  following  receipt of the Escrow Funds on the
Closing  Date,  the Trustee  shall  deposit the Escrow Funds in one or more of a
daily  interest-bearing  term deposit or Government of Canada  treasury bills or
banker's acceptances,  or in an interest bearing trust account with the Trustee,
as specified  by the  Corporation,  provided  that the Escrow Funds will only be
invested in



<PAGE>
                                       13




securities  having  a  maturity  date of 60 days or less  and in the case of any
deposit other than in the  Government  of Canada  treasury  bills,  such deposit
shall be with one of Royal Bank of Canada,  Canadian  Imperial Bank of Commerce,
Bank of Montreal, Bank of Nova Scotia,  Toronto-Dominion Bank, the trust account
of the Trustee or in such other investment or account as specified in writing by
the Corporation and the Underwriters.  Subject to Section 4.4, interest accruing
on the Escrow Funds shall accrue to the benefit of the  Corporation and shall be
disbursed by the Trustee in  accordance  with the  provisions  of Section 4.4 of
this Agreement.

4.4       Conditions to Release of Escrow Funds

          The Escrow Funds shall be released in the following manner:

     (a)  In the event that any Special Warrants are exercised prior to the Time
          of Expiry,  the Trustee  shall  release  from the Escrow  Funds to the
          Corporation an amount equal to the product of (i) $32.50 multiplied by
          a fraction the  numerator  of which is equal to the initial  amount of
          the Escrow Funds and the  denominator  of which is equal to the amount
          of the  Subscription  Funds,  multiplied by (ii) the number of Special
          Warrants so exercised,  together  with the  proportion of the interest
          accrued  on the Escrow  funds  relating  to the  Special  Warrants  so
          exercised up to the date of exercise, less applicable withholding tax,
          if any;

     (b)  Upon  receipt  by the  Corporation  of the last of the  Receipts,  the
          Trustee shall, as soon as practicable,  release all unreleased  Escrow
          Funds and interest accrued thereon to the Corporation;

     (c)  The Trustee shall release any  remaining  unreleased  Escrow Funds and
          interest accrued thereon to the Corporation immediately after the Time
          of Expiry; and

     (d)  Any portion of the Escrow  Funds and  interest  accrued  thereon to be
          released  pursuant to this Section  shall be released by delivery of a
          trust  cheque or bank draft  payable  at par in the City of  Vancouver
          representing  such  released  portion of the Escrow Funds and interest
          accrued thereon.

4.5       Conditions to Release of Dividend Funds and Property

     (a)  If any Warrant Holder, at any time prior to the Time of Expiry, elects
          to exercise  Special  Warrant(s)  held by it, the Trustee shall within
          five Business Days:

          (i)       pay to such Warrant  Holder from Dividend Funds and interest
                    earned by the Trustee thereon an amount equal to the product
                    obtained by multiplying the amount of Dividend Funds held by
                    the Trustee  thereon to the date  immediately  preceding the
                    date of  payment  (less  any  Dividend  Funds  and  interest
                    thereon paid out by the Trustee  pursuant to this  Agreement
                    prior to the date of  payment)  by a  fraction  of which the
                    numerator is the number of Special Warrants  tendered to the
                    Trustee by such Warrant  Holder and the  denominator  is the
                    number  of  Special  Warrants  outstanding  on the  date  of
                    payment  (such  number to be the number of Special  Warrants
                    outstanding   immediately   prior  to  the  deemed  exercise
                    pursuant  to  Section  3.6 if such  date of  payment  is the
                    Expiry Date); and



<PAGE>
                                       14




          (ii)      deliver  to such  Warrant  Holder  its pro rata share of the
                    Property determined on the same basis as the calculation set
                    forth in (i) above;

     (b)  The Trustee shall within five Business Days after a deemed exercise of
          Special Warrants pursuant to Section 3.6:

          (i)       pay to each Warrant Holder,  in respect of Special  Warrants
                    held by it deemed to be exercised,  from Dividend  Funds and
                    interest  earned by the Trustee  thereon an amount  equal to
                    the product  obtained by multiplying  the amount of Dividend
                    Funds and interest earned by the Trustee thereon to the date
                    immediately preceding the date of payment (less any Dividend
                    Funds and interest  thereon paid out by the Trustee pursuant
                    to  this  Indenture  prior  to the  date  of  payment)  by a
                    fraction  of which the  numerator  is the  number of Special
                    Warrants  deemed to be exercised  held by the Warrant Holder
                    and the denominator is the number of Special Warrants deemed
                    to be exercised; and

          (ii)      deliver  to such  Warrant  Holder  its pro rata share of the
                    Property determined on the same basis as the calculation set
                    forth in (i) above;

     (c)  Provided that the Trustee shall have paid and delivered,  or set aside
          for payment and delivery,  all Dividend Funds, interest earned thereon
          and  Property  required  to be paid or  delivered  to Warrant  Holders
          pursuant to  subsections  4.5(a) and (b), the Trustee shall pay to the
          Corporation  all remaining  Dividend  Funds together with all interest
          accrued  thereon  to the date of  payment  and  shall  deliver  to the
          Corporation all remaining Property held by the Trustee.

4.6       Administration of Dividend Funds and Property

          All  Dividend  Funds and  Property  shall be held by the  Trustee  and
administered  through the Warrant  Agency.  The Trustee shall not be entitled to
deal with the Dividend Funds and Property except in accordance with the terms of
this Indenture. The Trustee is hereby specifically authorized,  and granted such
powers as are necessary,  to deal with the Property as it shall determine in its
sole discretion to be in the best interests of the Warrant Holders. In the event
that the  Trustee  determines  the  necessity  for the  approval  of the Warrant
Holders of any matter, an extraordinary  resolution of the Warrant Holders shall
provide  sufficient  authority  upon which the  Trustee  may act and the Trustee
shall not be responsible for any loss occasioned by so doing.

                                   ARTICLE V
                      ADJUSTMENT OF NUMBER OF COMMON SHARES

5.1       Adjustment of Number of Common Shares

          The acquisition  rights in effect at any date attaching to the Special
Warrants shall be subject to adjustment from time to time as follows:

     (a)  if a Receipt has not been issued in a Designated Province on or before
          the Qualification  Deadline, a Warrant Holder who was resident in such
          province  at  the  time  of  purchase  of  the  Special  Warrants  (as
          determined   by  reference  to  the  Warrant   Holder's   subscription
          agreement)  shall,  notwithstanding  section  2.2, be  entitled,  upon
          exercise,  to acquire 1.1 Common Shares per Special Warrant  exercised
          or deemed exercised by such holder,


<PAGE>
                                       15




          subject to adjustment in accordance  with the following  provisions of
          this Article 5, at any time after the Qualification Deadline until the
          Time of Expiry at no additional cost to the Warrant Holder;

     (b)  if and  whenever at any time from the  Closing  Date until the Time of
          Expiry, the Corporation shall:

          (i)       subdivide,  redivide or change its outstanding Common Shares
                    into a greater number of shares; or

          (ii)      reduce, combine or consolidate its outstanding Common Shares
                    into a smaller number of shares;

          the number of Common  Shares  obtainable  under each  Special  Warrant
          shall  be  adjusted  immediately  after  the  effective  date  of such
          subdivision,    redivision,   change,   reduction,    combination   or
          consolidation,  by multiplying the number of Common Shares theretofore
          obtainable  on  the  exercise  thereof  by a  fraction  of  which  the
          numerator  shall be the  total  number of  Common  Shares  outstanding
          immediately  after  such date and the  denominator  shall be the total
          number of Common Shares  outstanding  immediately  prior to such date.
          Such adjustment shall be made successively whenever any event referred
          to in this subsection shall occur;

     (c)  if and  whenever  at any time from the  Closing  Date and prior to the
          Time of Expiry,  there is a reclassification of the Common Shares or a
          capital  reorganization  of the Corporation other than as described in
          subsection  5.1(b) or a  consolidation,  amalgamation or merger of the
          Corporation with or into any other body corporate,  trust, partnership
          or other entity, or a sale or conveyance of the property and assets of
          the Corporation as an entirety or  substantially as an entirety to any
          other body corporate,  trust, partnership or other entity, any Warrant
          Holder  who has not  exercised  its  right of  acquisition,  as to the
          effective  date  of  such  reclassification,  capital  reorganization,
          consolidation,  amalgamation,  merger,  sale or  conveyance,  upon the
          exercise  of such right  thereafter,  shall be entitled to receive and
          shall  accept,  in lieu of the number of Common  Shares  such  Warrant
          Holder would otherwise be entitled to acquire, the number of shares or
          other  securities  or  property  of the  Corporation  or of  the  body
          corporate,  trust,  partnership  or other entity  resulting  from such
          merger,  amalgamation  or  consolidation,  or to  which  such  sale or
          conveyance  may be made, as the case may be, that such Warrant  Holder
          would have been entitled to receive on such reclassification,  capital
          reorganization,   consolidation,   amalgamation,   merger,   sale   or
          conveyance,  if, on the record date or the effective date thereof,  as
          the case may be, the Warrant Holder had been the registered  holder of
          the number of Common Shares sought to be acquired by it. If determined
          appropriate  by the  Trustee  to give  effect  to or to  evidence  the
          provisions of this subsection 5.1(c), the Corporation,  its successor,
          or such purchasing body corporate, partnership, trust or other entity,
          as the case may be, shall, prior to or contemporaneously with any such
          reclassification, capital reorganization, consolidation, amalgamation,
          merger,  sale or  conveyance,  enter  into an  indenture  which  shall
          provide, to the extent possible, for the application of the provisions
          set forth in this  Indenture  with respect to the rights and interests
          thereafter of the Warrant  Holders to the end that the  provisions set
          forth  in this  Indenture  shall  thereafter  correspondingly  be made
          applicable,  as nearly  as may  reasonably  be,  with  respect  to any
          shares, other securities or property to which a



<PAGE>
                                       16




          Warrant Holder is entitled on the exercise of its  acquisition  rights
          thereafter. Any indenture entered into between the Corporation and the
          Trustee pursuant to the provisions of this subsection  5.1(c) shall be
          a  supplemental  indenture  entered into pursuant to the provisions of
          Article 9 hereof.  Any indenture entered into between the Corporation,
          any successor to the  Corporation or such  purchasing  body corporate,
          partnership,  trust or other entity and the Trustee  shall provide for
          adjustments  which shall be as nearly equivalent as may be practicable
          to the adjustments  provided in this Section 5.1 and which shall apply
          to  successive   reclassification,   reorganizations,   amalgamations,
          consolidations, mergers, sales or conveyances; and

     (d)  the adjustments provided for in this Article 5 in the number of Common
          Shares  and  classes of  securities  which are to be  received  on the
          exercise of Special  Warrants  are  cumulative.  After any  adjustment
          pursuant to this Section,  the term "Common Shares" where used in this
          Indenture  shall be  interpreted  to mean  securities  of any class or
          classes  which,   as  a  result  of  such  adjustment  and  all  prior
          adjustments  pursuant to this Section,  the Warrant Holder is entitled
          to receive upon the exercise of its Special Warrant, and the number of
          Common  Shares  indicated by any exercise  made  pursuant to a Special
          Warrant  shall be  interpreted  to mean the number of Common Shares or
          other  property or securities a Warrant Holder is entitled to receive,
          as a result of such adjustment and all prior  adjustments  pursuant to
          this Section, upon the full exercise of a Special Warrant.

5.2       Entitlement to Shares on Exercise of Special Warrant

          All shares of any class or other  securities which a Warrant Holder is
at the time in  question  entitled  to receive on the  exercise  of its  Special
Warrant, whether or not as a result of adjustments made pursuant to this Article
5, shall, for the purposes of the interpretation of this Indenture, be deemed to
be shares  which such  Warrant  Holder is entitled  to acquire  pursuant to such
Special Warrant.

5.3       No Adjustment for Stock Options

          Notwithstanding  anything in this  Article 5, no  adjustment  shall be
made in the acquisition  rights attached to the Special Warrants if the issue of
Common Shares is being made pursuant to this  Indenture or pursuant to any stock
option or stock purchase plan in force from time to time for directors, officers
or employees of the Corporation.

5.4       Determination by Corporation's Auditors

          In the event of any question  arising with respect to the  adjustments
provided for in this Article 5, such question shall be  conclusively  determined
by the Corporation's  Auditors who shall have access to all necessary records of
the Corporation,  and such determination  shall be binding upon the Corporation,
the Trustee, all Warrant Holders and all other persons interested therein.

5.5       Proceedings Prior to any Action Requiring Adjustment

          As a  condition  precedent  to the  taking of any action  which  would
require an adjustment in any of the  acquisition  rights  pursuant to any of the
Special Warrants, including the number of Common Shares which are to be received
upon the exercise thereof, the Corporation shall take any corporate action which
may, in the opinion of its counsel,  be necessary in order that the  Corporation
or a successor  corporation has unissued and reserved in its authorized  capital
and may validly and legally issue as fully


<PAGE>
                                       17




paid and  non-assessable  all the  shares  which  the  holders  of such  Special
Warrants are entitled to receive on the full exercise thereof in accordance with
the provisions hereof.

5.6       Certificate of Adjustment

          The  Corporation  shall  from  time  to  time  immediately  after  the
occurrence of any event which requires an adjustment or readjustment as provided
in this  Article 5,  deliver a  certificate  of the  Corporation  to the Trustee
specifying  the  nature of the event  requiring  the same and the  amount of the
adjustment  necessitated  thereby and  setting  forth in  reasonable  detail the
method of calculation and the facts upon which such calculation is based.

5.7       Notice of Special Matters

          The  Corporation  covenants  with  the  Trustee  that,  so long as any
Special Warrant remains  outstanding,  it will send notice to the Trustee and to
the Warrant  Holders of its  intention to fix a record date that is prior to the
Expiry  Date for the  issuance of rights,  options or  warrants  (other than the
Special  Warrants) to all or  substantially  all the holders of its  outstanding
Common  Shares  or for  determining  the  shareholders  of  record  who would be
entitled to vote on a special resolution of shareholders respecting or affecting
in any way the  Corporation's  share  capital.  Such  notice  shall  specify the
particulars of such event and the record date for such event,  provided that the
Corporation  shall only be required to specify in the notice such particulars of
the event as shall  have  been  fixed  and  determined  on the date on which the
notice is  given.  The  notice  shall be sent in each case not less than 14 days
prior to such applicable record date.

5.8       No Action after Notice

          The Corporation  covenants with the Trustee that it will not close its
transfer books or take any other corporate action which might deprive the holder
of a Special  Warrant of the  opportunity  to exercise its right of  acquisition
pursuant  thereto  during  the  period  of 14  days  after  the  giving  of  the
certificate or notices set forth in Section 5.7.

5.9       Protection of Trustee

          The Trustee shall not:

     (a)  be under any duty or responsibility to any Warrant Holder to determine
          whether any facts exist which may require any adjustment  contemplated
          by this Article 5, or with respect to the nature or extent of any such
          adjustment when made, or with respect to the method employed in making
          the same;

     (b)  be  accountable  with respect to the validity or value (or the kind or
          amount) of any Common  Shares or of any shares or other  securities or
          property  which  may at any  time be  issued  or  delivered  upon  the
          exercise of the rights attaching to any Special Warrant;

     (c)  be responsible for any failure of the  Corporation to issue,  transfer
          or  deliver  Common  Shares  or  certificates  for the  same  upon the
          surrender  of any Special  Warrants for the purpose of the exercise of
          such rights or to comply with any of the  covenants  contained in this
          Article; and



<PAGE>
                                       18




     (d)  incur any  liability  or  responsibility  whatsoever  or be in any way
          responsible  for the  consequences  of any  breach  on the part of the
          Corporation  of any of the  representations,  warranties  or covenants
          herein contained or of any acts of the directors, officers, employees,
          agents or servants of the Corporation.

                                   ARTICLE VI
                     RIGHTS AND COVENANTS OF THE CORPORATION

6.1       Optional Purchases by the Corporation

          The Corporation may from time to time purchase by private  contract or
otherwise any of the Special Warrants. Any Warrant Certificates representing the
Special  Warrants  purchased  pursuant to this  Section 6.1 shall  forthwith  be
delivered to and cancelled by the Trustee.  No Special  Warrants shall be issued
in replacement thereof.

6.2       General Covenants

          The Corporation covenants with the Trustee that so long as any Special
Warrants remain outstanding:

     (a)  it will  reserve  and keep  available  a  sufficient  number of Common
          Shares for the purpose of enabling  it to satisfy its  obligations  to
          issue Common  Shares upon the exercise of the Special  Warrants in the
          event that the Corporation does not have an unlimited number of Common
          Shares authorized;

     (b)  it will cause the Common Shares and the certificates  representing the
          Common Shares from time to time  acquired  pursuant to the exercise of
          the Special  Warrants to be duly issued and  delivered  in  accordance
          with the Warrant Certificates and the terms hereof;

     (c)  all Common  Shares which shall be issued upon exercise of the right to
          acquire provided for herein and in the Warrant  Certificates  shall be
          fully paid and non-assessable;

     (d)  it will maintain its corporate existence and will carry on and conduct
          its business in accordance  with industry  standards and good business
          practice;

     (e)  it will ensure that all Common  Shares  outstanding  or issuable  from
          time to time (including  without limitation the Common Shares issuable
          on the exercise of the Special Warrants)  continue to be or are listed
          and  posted  for  trading  on the  TSE or on  another  Canadian  stock
          exchange;

     (f)  it will  maintain  its  status  as a  reporting  issuer in each of the
          Designated  Provinces  and it will make all  requisite  filings  under
          applicable Canadian securities legislation and stock exchange rules to
          report the exercise of the right to acquire Common Shares  pursuant to
          Special Warrants;

     (g)  it will use its commercially  reasonable  efforts to have the Receipts
          issued by the Securities  Commissions  on or before the  Qualification
          Deadline and will, in the event that the Receipts are not issued on or
          before the  Qualification  Deadline,  continue to use its commercially
          reasonable efforts to obtain the Receipts thereafter;



<PAGE>
                                       19




     (h)  it will send a written  notice to the  Trustee  and to each  holder of
          Special  Warrants of the  issuance of the  Receipts,  together  with a
          commercial copy of the Prospectus,  as soon as practicable but, in any
          event,  not later than five  Business  Days after the issuance of such
          Receipts  (and,  in the case of the Trustee,  copies of such  Receipts
          together with  confirmation  that there has not been any adjustment to
          the number of shares issuable pursuant to Article 5);

     (i)  if the Corporation pays a dividend or makes any other  distribution in
          cash or property or securities of the Corporation  (including  rights,
          options or warrants to acquire Common Shares or securities convertible
          into or exchangeable for Common Shares and including  evidences of its
          indebtedness)  to all or  substantially  all of the  holders of Common
          Shares prior to the Expiry Date, the  Corporation  agrees that it will
          pay the same amount of such dividend or make the same  distribution of
          cash,  property or securities  as a deposit to the Trustee,  as if the
          Warrant  Holders were the holders of the number of Common Shares which
          the Warrant  Holders are  entitled to receive upon the exercise of the
          Special  Warrants and such  payments or other  distributions  shall be
          held and dealt with by the Trustee in accordance with Sections 4.5 and
          4.6;

     (j)  it will send a written  notice to each Warrant  Holder  specifying the
          particulars of each payment or  distribution  made in accordance  with
          subsection  6.2(i),  within  two  Business  Days  of such  payment  or
          distribution; and

     (k)  generally,  it will  well and truly  perform  and carry out all of the
          acts or things to be done by it as provided in this Indenture.

6.3       Trustee's Remuneration and Expenses

          The Corporation covenants that it will pay to the Trustee from time to
time  reasonable  remuneration  for  its  services  hereunder  and  will  pay or
reimburse   the  Trustee   upon  its  request  for  all   reasonable   expenses,
disbursements and advances incurred or made by the Trustee in the administration
or execution of the trusts hereby created (including the reasonable compensation
and the  disbursements  of its Counsel and all other advisers and assistants not
regularly in its employ) both before any default  hereunder and thereafter until
all duties of the Trustee hereunder shall be finally and fully performed, except
any such expense, disbursement or advance as may arise out of or result from the
Trustee's negligence or fraud.

6.4       Securities Qualification Requirements

     (a)  If, in the  opinion  of  Counsel,  any  instrument  (not  including  a
          prospectus, except as required by subsection 6.2(g)) is required to be
          filed with,  or any  permission  is  required to be obtained  from the
          Securities  Commissions or the TSE or any other step is required under
          the laws of the Designated  Provinces before any Common Shares which a
          Warrant Holder is entitled to acquire  pursuant to the exercise of any
          Special  Warrant may  properly and legally be issued upon due exercise
          thereof  and  thereafter   traded,   without   further   formality  or
          restriction, the Corporation covenants that it will take such required
          action.

     (b)  The Corporation or, if required by the  Corporation,  the Trustee will
          give notice of the issue of Common Shares  pursuant to the exercise of
          Special Warrants, in such detail as may be required, to the Securities
          Commissions and the TSE.



<PAGE>
                                       20




6.5       Performance of Covenants by Trustee

          If the  Corporation  shall  fail  to  perform  any  of  its  covenants
contained in this Warrant Indenture,  the Trustee may notify the Warrant Holders
of such failure on the part of the  Corporation or may itself perform any of the
covenants  capable of being performed by it but,  subject to Section 10.2, shall
be under no  obligation  to perform  said  covenants  or to notify  the  Warrant
Holders of such  performance  or  non-performance  by it. All sums  expended  or
advanced by the Trustee in so doing  shall be  repayable  as provided in Section
6.3. No such  performance,  expenditure  or advance by the Trustee shall relieve
the Corporation of any default hereunder or of its continuing  obligations under
the covenants herein contained.

                                  ARTICLE VII
                                   ENFORCEMENT

7.1       Suits by Warrant Holders

          All or any of the rights  conferred  upon any Warrant Holder by any of
the terms of the Warrant  Certificates or of this Indenture,  or of both, may be
enforced by the Warrant Holder by appropriate  proceedings but without prejudice
to the right  which is hereby  conferred  upon the Trustee to proceed in its own
name to enforce each and all of the provisions  herein contained for the benefit
of the Warrant Holders.

7.2       Immunity of Shareholders, etc.

          The Trustee and, by the acceptance of the Warrant  Certificates and as
part of the  consideration  for the issue of the Special  Warrants,  the Warrant
Holders  hereby  waive and release  any right,  cause of action or remedy now or
hereafter  existing in any  jurisdiction  against any  incorporator or any past,
present  or future  shareholder,  director,  officer,  employee  or agent of the
Corporation  or any  successor  Corporation  (as defined in Section  9.2) on any
covenant, agreement,  representation or warranty by the Corporation herein or in
the Warrant Certificates contained.

7.3       Limitation of Liability

          The obligations  hereunder are not personally  binding upon, nor shall
resort hereunder be had to, the private property of any of the past,  present or
future directors or shareholders of the Corporation or any successor Corporation
or any of the past,  present  or  future  officers,  employees  or agents of the
Corporation  or  any  successor  Corporation,  but  only  the  property  of  the
Corporation or any successor Corporation shall be bound in respect hereof.

7.4       Waiver of Default

          Upon the happening of any default hereunder:

     (a)  the  holders  of  not  less  than  51% of the  Special  Warrants  then
          outstanding   shall  have  the  power  (in   addition  to  the  powers
          exercisable by extraordinary  resolution) by requisition in writing to
          instruct  the Trustee to waive any default  hereunder  and the Trustee
          shall  thereupon  waive the default upon such terms and  conditions as
          shall be prescribed in such requisition; or



<PAGE>
                                       21




     (b)  the Trustee shall have the power to waive any default  hereunder  upon
          such terms and conditions as the Trustee may deem advisable if, in the
          Trustee's  opinion,  which may be based on the advice of counsel,  the
          same shall have been cured or adequate provision made therefor;

provided  that no delay or omission of the Trustee or of the Warrant  Holders to
exercise  any right or power  accruing  upon any default  shall  impair any such
right  or power or shall be  construed  to be a waiver  of any such  default  or
acquiescence  therein and provided further that no act or omission either of the
Trustee or of the Warrant Holders in the premises shall extend to or be taken in
any manner  whatsoever to affect any subsequent  default hereunder of the rights
resulting therefrom.

                                  ARTICLE VIII
                           MEETINGS OF WARRANT HOLDERS

8.1       Right to Convene Meetings

          The  Trustee  may at any  time and from  time to  time,  and  shall on
receipt of a written request of the Corporation or of a Warrant Holders' Request
and  upon  being  indemnified  and  provided  with  security  to its  reasonable
satisfaction  by the  Corporation or by the Warrant Holders signing such Warrant
Holders'  Request  against the cost which may be incurred in connection with the
calling  and  holding of such  meeting,  call and hold a meeting of the  Warrant
Holders.  In the  event of the  Trustee  failing  to so call and hold a  meeting
within seven days after receipt of such written  request of the  Corporation  or
such Warrant Holders' Request and indemnity and security given as aforesaid, the
Corporation or such Warrant Holders,  as the case may be, may call and hold such
meeting.  Every such  meeting  shall be held in the City of Vancouver or at such
other place as may be approved or determined by the Trustee.

8.2       Notice

          At least ten days'  prior  notice of any  meeting of  Warrant  Holders
shall be given to the Warrant Holders in the manner provided for in Section 11.2
and a copy of such  notice  shall  be sent by mail to the  Trustee  (unless  the
meeting  has been  called by the  Trustee)  and to the  Corporation  (unless the
meeting has been called by the  Corporation).  Such notice  shall state the time
when and the place  where the  meeting is to be held,  shall  state  briefly the
general  nature of the business to be transacted  thereat and shall contain such
information as is reasonably  necessary to enable the Warrant  Holders to make a
reasoned  decision on the  matter,  but it shall not be  necessary  for any such
notice  to set out the  terms of any  resolution  to be  proposed  or any of the
provisions of this Article 8.

8.3       Chairman

          An individual (who need not be a Warrant Holder) designated in writing
by the Trustee  shall be chairman  of the  meeting  and if no  individual  is so
designated,  or if the individual so designated is not present within 15 minutes
from the time fixed for the holding of the meeting,  the Warrant Holders present
in person or by proxy shall choose some individual present to be chairman.

8.4       Quorum

          Subject to the  provisions  of  Section  8.11,  at any  meeting of the
Warrant  Holders a quorum shall consist of Warrant  Holders present in person or
by proxy and entitled to purchase at least 10% of the aggregate number of Common
Shares which could be acquired pursuant to the exercise of all



<PAGE>
                                       22




of the then  outstanding  Special  Warrants,  provided that at least two persons
entitled to vote  thereat  are  personally  present.  If a quorum of the Warrant
Holders  shall not be present  within 30 minutes from the time fixed for holding
any  meeting,  the  meeting,  if  summoned  by  Warrant  Holders or on a Warrant
Holders' Request, shall be dissolved; but in any other case the meeting shall be
adjourned  to the same day in the next week  (unless  such day is not a Business
Day, in which case it shall be adjourned to the next following  Business Day) at
the same time and place and no  notice  of the  adjournment  need be given.  Any
business may be brought before or dealt with at an adjourned meeting which might
have been  dealt with at the  original  meeting  in  accordance  with the notice
calling the same. No business shall be transacted at any meeting unless a quorum
be present at the commencement of business. At the adjourned meeting the Warrant
Holders  present in person or by proxy shall form a quorum and may  transact the
business for which the meeting was  originally  convened,  notwithstanding  that
they may not be  entitled  to  acquire at least 10% of the  aggregate  number of
Common Shares which may be acquired  pursuant to the exercise of all of the then
outstanding Special Warrants.

8.5       Power to Adjourn

          The  chairman of any meeting at which a quorum of the Warrant  Holders
is present may, with the consent of the meeting,  adjourn any such meeting,  and
no notice of such adjournment  need be given except such notice,  if any, as the
meeting may prescribe.

8.6       Show of Hands

          Every  question  submitted to a meeting  shall be decided in the first
place by a majority of the votes  given on a show of hands  except that votes on
an extraordinary  resolution shall be given in the manner hereinafter  provided.
At any such  meeting,  unless a poll is duly  demanded  as  herein  provided,  a
declaration  by the  chairman  that a  resolution  has been  carried  or carried
unanimously  or by a particular  majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

8.7       Poll and Voting

          On every extraordinary resolution, and on any other question submitted
to a meeting and after a vote by show of hands when  demanded by the chairman or
by one or more of the Warrant  Holders acting in person or by proxy and entitled
to acquire in the aggregate at least 5% of the aggregate number of Common Shares
which could be acquired  pursuant  to the  exercise of all the Special  Warrants
then  outstanding,  a poll shall be taken in such manner as the  chairman  shall
direct.  Questions  other than those required to be determined by  extraordinary
resolution shall be decided by a majority of the votes cast on the poll.

          On a show of hands,  every person who is present and entitled to vote,
whether as a Warrant Holder or as proxy for one or more absent Warrant  Holders,
or both,  shall have one vote. On a poll,  each Warrant Holder present in person
or  represented  by a proxy duly  appointed by  instrument  in writing  shall be
entitled to one vote in respect of each whole  Common Share which he is entitled
to acquire  pursuant to the  Special  Warrant or Special  Warrants  then held or
represented  by it. A proxy need not be a Warrant  Holder.  The  chairman of any
meeting  shall be  entitled,  both on a show of hands and on a poll,  to vote in
respect of the Special Warrants, if any, held or represented by him.

8.8       Regulations

          The Trustee, or the Corporation with the approval of the Trustee,  may
from time to time make and from time to time vary such  regulations  as it shall
think fit for:



<PAGE>
                                       23




     (a)  the  setting  of the  record  date for a meeting  for the  purpose  of
          determining  Warrant Holders entitled to receive notice of and to vote
          at the meeting;

     (b)  the issue of voting  certificates by any bank,  trust company or other
          depositary  satisfactory  to the  Trustee  stating  that  the  Warrant
          Certificates  specified therein have been deposited with it by a named
          person  and will  remain on deposit  until  after the  meeting,  which
          voting  certificate  shall  entitle  the persons  named  therein to be
          present and vote at any such meeting and at any adjournment thereof or
          to appoint a proxy or proxies to  represent  them and vote for them at
          any such meeting and at any adjournment thereof in the same manner and
          with the same  effect as though the  persons  so named in such  voting
          certificates  were the  actual  bearers  of the  Warrant  Certificates
          specified therein.

     (c)  the deposit of voting certificates and instruments  appointing proxies
          at such place and time as the Trustee,  the Corporation or the Warrant
          Holders  convening the meeting,  as the case may be, may in the notice
          convening the meeting direct;

     (d)  the deposit of voting certificates and instruments  appointing proxies
          at some  approved  place or places  other  than the place at which the
          meeting is to be held and  enabling  particulars  of such  instruments
          appointing  proxies to be mailed or  telecopied  before the meeting to
          the Corporation or to the Trustee at the place where the same is to be
          held  and for the  voting  of  proxies  so  deposited  as  though  the
          instruments themselves were produced at the meeting;

     (e)  the form of the instrument of proxy; and

     (f)  generally  for the  calling of  meetings  of Warrant  Holders  and the
          conduct of business thereat.

          Any  regulations  so made shall be binding and effective and the votes
given in accordance therewith shall be valid and shall be counted.  Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as a Warrant  Holder,  or be  entitled  to vote or be present at the  meeting in
respect  thereof  (subject to Section  8.9),  shall be Warrant  Holders or their
counsel, or proxies of Warrant Holders.

8.9       Corporation and Trustee May be Represented

          The Corporation  and the Trustee,  by their  respective  directors and
officers,  the counsel for the  Corporation  and the Counsel for the Trustee may
attend any  meeting of the  Warrant  Holders,  but shall not be entitled to vote
thereat, whether in respect of any Special Warrants held by them or otherwise.

8.10      Powers Exercisable by Extraordinary Resolution

          In  addition  to all  other  powers  conferred  upon them by any other
provisions of this Indenture or by law, the Warrant  Holders at a meeting shall,
subject to the provisions of Section 8.11, have the power, exercisable from time
to time by extraordinary resolution:

     (a)  to agree to any modification,  abrogation,  alteration,  compromise or
          arrangement  of the  rights of Warrant  Holders or the  Trustee in its
          capacity  as trustee  hereunder  or on behalf of the  Warrant  Holders
          against the Corporation whether such rights arise under this Indenture
          or the Warrant Certificates or otherwise;




<PAGE>
                                       24




     (b)  to amend,  alter or repeal  any  extraordinary  resolution  previously
          passed or sanctioned by the Warrant Holders;

     (c)  to direct or to authorize  the Trustee to enforce any of the covenants
          on the part of the  Corporation  contained  in this  Indenture  or the
          Warrant  Certificates  or to enforce  any of the rights of the Warrant
          Holders in any manner specified in such extraordinary resolution or to
          refrain from enforcing any such covenant or right:

     (d)  to waive,  and to direct the Trustee to waive, any default on the part
          of the  Corporation in complying with any provisions of this Indenture
          or  the  Warrant  Certificates  either  unconditionally  or  upon  any
          conditions specified in such extraordinary resolution;

     (e)  to restrain any Warrant  Holder from taking or  instituting  any suit,
          action or proceeding  against the  Corporation  for the enforcement of
          any of the covenants on the part of the  Corporation in this Indenture
          or the  Warrant  Certificates  or to enforce  any of the rights of the
          Warrant Holders;

     (f)  to direct any  Warrant  Holder  who,  as such,  has  brought any suit,
          action or  proceeding to stay or to  discontinue  or otherwise to deal
          with  the  same  upon  payment  of the  costs,  charges  and  expenses
          reasonably and properly  incurred by such Warrant Holder in connection
          therewith;

     (g)  to assent to any change in or omission from the  provisions  contained
          in the Warrant  Certificates  and this  Indenture or any  ancillary or
          supplemental instrument which may be agreed to by the Corporation, and
          to  authorize  the Trustee to concur in and execute any  ancillary  or
          supplemental indenture embodying the change or omission;

     (h)  with the consent of the Corporation,  not to be unreasonably withheld,
          to remove the Trustee or its  successor in office and to appoint a new
          trustee or trustees to take the place of the Trustee so removed; and

     (i)  to  assent to any  compromise  or  arrangement  with any  creditor  or
          creditors  or any class or classes of  creditors,  whether  secured or
          otherwise,  and with holders of any shares or other  securities of the
          Corporation.

8.11      Meaning of Extraordinary Resolution

     (a)  The expression "extraordinary  resolution" when used in this Indenture
          means,  subject as  hereinafter  provided in this  Section 8.11 and in
          Section  8.14, a resolution  proposed at a meeting of Warrant  Holders
          duly  convened  for  that  purpose  and  held in  accordance  with the
          provisions  of this Article 8 and passed by the  affirmative  votes of
          Warrant  Holders  entitled to acquire not less than  two-thirds of the
          aggregate  number of Common  Shares which may be acquired  pursuant to
          the  exercise  of  all  of  the  then  outstanding   Special  Warrants
          represented at the meeting and voted on the poll upon such resolution.

     (b)  If,  at the  meeting  at which an  extraordinary  resolution  is to be
          considered,  Warrant  Holders  entitled to acquire at least 10% of the
          aggregate  number of Common  Shares which may be acquired  pursuant to
          the exercise of all of the then  outstanding  Special Warrants are not
          present  in  person  or by proxy  within  30  minutes  after  the time
          appointed  for the meeting,  then the meeting,  if convened by Warrant
          Holders or on a Warrant


<PAGE>
                                       25




          Holders' Request,  shall be dissolved;  but in any other case it shall
          stand  adjourned  to such day,  being not less than 15 or more than 60
          days  later,  and to such  place and time as may be  appointed  by the
          chairman.  Not less than 10 days' prior  notice  shall be given of the
          time and place of such adjourned meeting in the manner provided for in
          Section 11.2.  Such notice shall state that at the  adjourned  meeting
          the Warrant  Holders present in person or by proxy shall form a quorum
          but it shall not be  necessary to set forth the purposes for which the
          meeting,  was  originally  called  or any  other  particulars.  At the
          adjourned  meeting the Warrant  Holders  present in person or by proxy
          shall  form a quorum  and may  transact  the  business  for  which the
          meeting was  originally  convened  and a  resolution  proposed at such
          adjourned  meeting  and passed by the  requisite  vote as  provided in
          subsection  8.11(a) shall be an  extraordinary  resolution  within the
          meaning  of  this  Indenture   notwithstanding  that  Warrant  Holders
          entitled  to  acquire at least 10% of the  aggregate  number of Common
          Shares  which may be acquired  pursuant to the  exercise of all of the
          then  outstanding  Special  Warrants  are not  present in person or by
          proxy at such adjourned meeting.

     (c)  Votes on an  extraordinary  resolution shall always be given on a poll
          and no  demand  for a poll on an  extraordinary  resolution  shall  be
          necessary.

8.12      Powers Cumulative

          Any one or more of the powers or any combination of the powers in this
Indenture  stated to be  exercisable  by the  Warrant  Holders by  extraordinary
resolution or otherwise  may be exercised  from time to time and the exercise of
any one or more of such  powers or any  combination  of powers from time to time
shall not be deemed to exhaust the right of the Warrant Holders to exercise such
power or powers or combination of powers then or thereafter from time to time.

8.13      Minutes

          Minutes of all resolutions and proceedings at every meeting of Warrant
Holders shall be made and duly entered in books to be provided from time to time
for that purpose by the Trustee at the expense of the Corporation,  and any such
minutes as aforesaid,  if signed by the chairman or the secretary of the meeting
at which such  resolutions  were passed or proceedings  had shall be prima facie
evidence of the matters therein stated and, until the contrary is proved,  every
such meeting in respect of the proceedings of which minutes shall have been made
shall be deemed to have been duly convened and held, and all resolutions  passed
thereat or proceedings taken shall be deemed to have been duly passed and taken.

8.14      Instruments in Writing

          All actions which may be taken and all powers that may be exercised by
the Warrant  Holders at a meeting held as provided in this Article 8 may also be
taken and exercised by Warrant Holders  entitled to acquire at least  two-thirds
of the aggregate  number of Common Shares which may be acquired  pursuant to the
exercise of all of the then  outstanding  Special  Warrants by an  instrument in
writing signed in one or more  counterparts by such Warrant Holders in person or
by  attorney  duly  appointed  in  writing,  and the  expression  "extraordinary
resolution" when used in this Indenture shall include an instrument so signed.



<PAGE>
                                       26




8.15      Binding Effect of Resolutions

          Every  resolution  and  every   extraordinary   resolution  passed  in
accordance with the provisions of this Article 8 at a meeting of Warrant Holders
shall be binding upon all the Warrant Holders, whether present at or absent from
such  meeting,  and every  instrument  in writing  signed by Warrant  Holders in
accordance  with  Section  8.14 shall be binding  upon all the Warrant  Holders,
whether  signatories  thereto or not, and each and every Warrant  Holder and the
Trustee  (subject to the provisions  for indemnity  herein  contained)  shall be
bound to give effect  accordingly  to every such  resolution  and  instrument in
writing.

8.16      Holdings by Corporation Disregarded

          In determining  whether Warrant  Holders holding Warrant  Certificates
evidencing the  entitlement to acquire the required  number of Common Shares are
present at a meeting of Warrant  Holders for the purpose of determining a quorum
or have  concurred in any consent,  waiver,  extraordinary  resolution,  Warrant
Holders'  Request or other action under this Indenture,  Special  Warrants owned
legally or  beneficially by the Corporation or any Subsidiary of the Corporation
shall be disregarded in accordance with the provisions of Section 11.7 and shall
not be  entitled to vote on any matter  considered  at such a meeting of Warrant
Holders.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

9.1       Provision for Supplemental Indentures for Certain Purposes

          From time to time the  Corporation  (when  authorized by action of the
directors)  and the Trustee  may,  subject to the  provisions  hereof,  and they
shall,  when so directed in accordance with the provisions  hereof,  execute and
deliver by their proper officers, indentures or instruments supplemental hereto,
which  thereafter  shall  form  part  hereof,  for any one or more or all of the
following purposes:

     (a)  setting forth any  adjustments  resulting from the  application of the
          provisions of Article 5;

     (b)  adding  to  the  provisions  hereof  such  additional   covenants  and
          enforcement provisions as, in the opinion of Counsel, are necessary or
          advisable,  provided  that  the  same  are not in the  opinion  of the
          Trustee, based on the advice of Counsel,  prejudicial to the interests
          of the Warrant Holders;

     (c)  giving effect to any  extraordinary  resolution  passed as provided in
          Article 8;

     (d)  making such provisions not inconsistent  with this Indenture as may be
          necessary  or desirable  with respect to matters or questions  arising
          hereunder  or for the purpose of  obtaining a listing or  quotation of
          the  Special  Warrants  on any  stock  exchange,  provided  that  such
          provisions are not, in the opinion of the Trustee, based on the advice
          of Counsel, prejudicial to the interests of the Warrant Holders;

     (e)  adding to or altering the provisions hereof in respect of the transfer
          of Special  Warrants,  making  provision  for the  exchange of Warrant
          Certificates,  and making any  modification in the form of the Warrant
          Certificates which does not affect the substance thereof;




<PAGE>
                                       27




     (f)  modifyingany of the provisions of this Indenture,  including relieving
          the   Corporation   from  any  of  the   obligations,   conditions  or
          restrictions  herein  contained,  provided that such  modification  or
          relief  shall be or  become  operative  or  effective  only if, in the
          opinion  of  the  Trustee,  based  on  the  advice  of  Counsel,  such
          modification  or relief in no way  prejudices any of the rights of the
          Warrant  Holders or of the  Trustee,  and  provided  further  that the
          Trustee  may in its sole  discretion  decline  to enter  into any such
          supplemental  indenture  which in its opinion,  based on the advice of
          Counsel,  may not afford  adequate  protection to the Trustee when the
          same shall become operative; and

     (g)  for  any  other  purpose  not  inconsistent  with  the  terms  of this
          Indenture,   including  the   correction  or   rectification   of  any
          ambiguities, defective or inconsistent provisions, errors, mistakes or
          omissions herein,  provided that in the opinion of the Trustee,  based
          on the advice of Counsel, the rights of the Trustee and of the Warrant
          Holders are in no way prejudiced thereby.

9.2       Successor Corporations

          In the case of the consolidation,  amalgamation, merger or transfer of
the undertaking or assets of the Corporation as an entirety or  substantially as
an entirety to another  Corporation  ("successor  Corporation"),  the  successor
Corporation resulting from such consolidation,  amalgamation, merger or transfer
(if not the  Corporation)  shall expressly  assume,  by  supplemental  indenture
satisfactory  in form to the Trustee and executed and  delivered to the Trustee,
the due and punctual  performance  and observance of each and every covenant and
condition of this Indenture to be performed and observed by the Corporation.

                                   ARTICLE X
                             CONCERNING THE TRUSTEE

10.1      Trust Indenture Legislation

     (a)  If and to the extent  that any  provision  of this  Indenture  limits,
          qualifies or conflicts with a mandatory  requirement of the Applicable
          Legislation, such mandatory requirement shall prevail.

     (b)  The  Corporation and the Trustee agree that each will, at all times in
          relation  to this  Indenture  and any  action  to be taken  hereunder,
          observe  and  comply  with  and be  entitled  to the  benefits  of the
          Applicable Legislation.

10.2      Rights and Duties of Trustee

     (a)  In the  exercise of the rights and duties  prescribed  or conferred by
          the terms of this Indenture, the Trustee shall exercise that degree of
          care,  diligence  and skill that a reasonably  prudent  trustee  would
          exercise in comparable circumstances.  In the absence of negligence or
          fraud,  the Corporation  shall indemnify and save harmless the Trustee
          from all loss,  costs or damages it may  suffer in  administering  the
          trusts of this  Indenture.  No  provision of this  Indenture  shall be
          construed to relieve the Trustee from  liability for its own negligent
          action,  its own  negligent  failure to act, or its own  negligence or
          fraud.

     (b)  The obligation of the Trustee to commence or continue any act,  action
          or  proceeding  for the purpose of enforcing any rights of the Trustee
          or the Warrant Holders hereunder shall




<PAGE>
                                       28




          be conditional upon the Warrant Holders  furnishing,  when required by
          notice by the  Trustee,  sufficient  funds to  commence or to continue
          such  act,   action  or   proceeding   and  an  indemnity   reasonably
          satisfactory  to the  Trustee  to  protect  and to hold  harmless  the
          Trustee against the costs,  charges and expenses and liabilities to be
          incurred  thereby  and any loss and  damage  it may  suffer  by reason
          thereof.  None of the  provisions  contained in this  Indenture  shall
          require the Trustee to expend or to risk its own funds or otherwise to
          incur  financial  liability in the performance of any of its duties or
          in the exercise of any of its rights or powers unless  indemnified and
          funded as aforesaid.

     (c)  The  Trustee  may,  before  commencing  or  at  any  time  during  the
          continuance of any such act, action or proceeding, require the Warrant
          Holders at whose instance it is acting to deposit with the trustee the
          Special  Warrants held by them, for which Special Warrants the Trustee
          shall issue receipts.

     (d)  Every  provision  of this  Indenture  that by its terms  relieves  the
          Trustee  of  liability  or  entitles  it to  rely  upon  any  evidence
          submitted  to it is  subject  to  the  provisions  of  the  Applicable
          Legislation, of this Section 10.2, 10.3 and of Section 10.4.

10.3      Indemnification

          Without  limiting any protection or indemnity of the Trustee under any
other provisions  hereof, or otherwise at law, the Corporation  hereby agrees to
indemnify   and  hold  harmless  the  Trustee  from  and  against  any  and  all
liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements, including reasonable legal or advisor fees and disbursements,
of whatever kind and nature which may at any time be imposed on,  incurred by or
asserted  against the Trustee in connection  with the  performance of its duties
and  obligations  hereunder,  other  than  such  liabilities,  losses,  damages,
penalties,  claims, actions, suits, costs, expenses and disbursements arising by
reason of the negligence or fraud of the Trustee.  This provision  shall survive
the resignation or removal of the Trustee,  or the termination of the Indenture.
The Trustee  shall not be under any  obligation  to  prosecute  or to defend any
action or suit in  respect  of the  relationship  which,  in the  opinion of its
counsel,  may involve it in expense or liability,  unless the Corporation shall,
so often as  required,  furnish  the Trustee  with  satisfactory  indemnity  and
funding against such expense or liability.

10.4      Evidence, Experts and Advisers

     (a)  In addition to the reports, certificates,  opinions and other evidence
          required  by this  Indenture,  the  Corporation  shall  furnish to the
          Trustee such  additional  evidence of  compliance  with any  provision
          hereof,  and in such  form,  as may be  prescribed  by the  Applicable
          Legislation or as the Trustee may reasonably require by written notice
          to the Corporation.

     (b)  In the exercise of its rights and duties  hereunder,  the Trustee may,
          if it is acting in good faith,  rely as to the truth of the statements
          and the accuracy of the opinions expressed in statutory  declarations,
          opinions,  reports,  written  requests,  consents,  or  orders  of the
          Corporation,   certificates  of  the  Corporation  or  other  evidence
          furnished  to the  Trustee  pursuant  to a  request  of  the  Trustee,
          provided that such evidence  complies with the Applicable  Legislation
          and that the Trustee complies with the Applicable Legislation and that
          the  Trustee  examines  the same and  determines  that  such  evidence
          complies with the applicable requirements of this Indenture.




<PAGE>
                                       29




     (c)  Whenever  it is  provided in this  Indenture  or under the  Applicable
          Legislation  that the  Corporation  shall  deposit  with  the  Trustee
          resolutions,  certificates,  reports,  opinions,  requests,  orders or
          other  documents,  it is intended  that the trust,  accuracy  and good
          faith on the effective date thereof and the facts and opinions  stated
          in all such documents so deposited shall, in each and every such case,
          be conditions  precedent to the right of the  Corporation  to have the
          Trustee take the action to be based thereon.

     (d)  The Trustee may employ or retain such Counsel, accountants, appraisers
          or other  experts or  advisers  as it may  reasonably  require for the
          purpose of  discharging  its duties  hereunder and may pay  reasonable
          remuneration  for all services so  performed  by any of them,  without
          taxation of costs of any Counsel, and shall not be responsible for any
          misconduct  or  negligence on the part of any such experts or advisers
          who have been appointed with due care by the Trustee.

10.5      Actions by Trustee to Protect Interest

          The Trustee shall have power to institute and to maintain such actions
and proceedings as it may consider  necessary or expedient to preserve,  protect
or enforce its interests and the interests of the Warrant Holders.

10.6      Trustee Not Required to Give Security

          The  Trustee  shall not be  required  to give any bond or  security in
respect of the execution of the trusts and powers of this Indenture or otherwise
in respect of the premises.

10.7      Protection of Trustee

          By way of supplement  to the  provisions of any law for the time being
relating to trustees it is expressly declared and agreed as follows:

     (a)  the Trustee shall not be liable for or by reason of any  statements of
          fact or recitals  in this  Indenture  or in the  Warrant  Certificates
          (except  the  representation  contained  in  Section  10.9  or in  the
          certificate of the Trustee on the Warrant Certificates) or be required
          to verify the same, but all such  statements or recitals are and shall
          be deemed to be made by the Corporation;

     (b)  nothing herein contained shall impose any obligation on the Trustee to
          see to or to  require  evidence  of the  registration  or  filing  (or
          renewal  thereof) of this  Indenture  or any  instrument  ancillary or
          supplemental hereto; and

     (c)  the Trustee shall not be bound to give notice to any person or persons
          of the execution hereof.

     (d)  the Trustee  shall be  protected  in acting  upon any written  notice,
          request, waiver, consent, certificate,  receipt, statutory declaration
          or other paper or document  furnished to it hereunder,  not only as to
          its due  execution  and the  validity  and  the  effectiveness  of its
          provisions  but  also  as  to  the  truth  and  acceptability  of  any
          information  therein  contained  which it in good faith believes to be
          genuine and what it purports to be.



<PAGE>
                                       30




10.8      Replacement of Trustee; Successor by Merger

     (a)  The  Trustee may resign its trust and be  discharged  from all further
          duties and  liabilities  hereunder,  subject to this Section  10.8, by
          giving  to the  Corporation  not less  than 90 days'  prior  notice in
          writing or such shorter prior notice as the  Corporation may accept as
          sufficient. The Warrant Holders by extraordinary resolution shall have
          power at any time to remove the existing  Trustee and to appoint a new
          Trustee.  In the event of the Trustee  resigning  or being  removed as
          aforesaid  or  being   dissolved,   becoming   bankrupt,   going  into
          liquidation or otherwise becoming  incapable of acting hereunder,  the
          Corporation shall forthwith appoint a new trustee unless a new trustee
          has already  been  appointed  by the  Warrant  Holders;  failing  such
          appointment by the  Corporation,  the retiring  Trustee or any Warrant
          Holder may apply to a justice of the Supreme Court of British Columbia
          on such notice as such justice may direct,  for the  appointment  of a
          new trustee; but any new trustee so appointed by the Corporation or by
          the Court  shall be subject to removal  as  aforesaid  by the  Warrant
          Holders. Any new trustee appointed under any provision of this Section
          10.8 shall be a  corporation  authorized to carry on the business of a
          trust  company in the  Designated  Provinces  and,  if required by the
          Applicable  Legislation  for  any  other  provinces,   in  such  other
          provinces.  On any such  appointment  the new trustee  shall be vested
          with the same powers, rights, duties and responsibilities as if it had
          been originally named herein as Trustee hereunder.

     (b)  Upon the appointment of a successor  trustee,  the  Corporation  shall
          promptly notify the Warrant Holders thereof in the manner provided for
          in Section 11.2 hereof.

     (c)  Any  corporation  into or with  which  the  Trustee  may be  merged or
          consolidated or amalgamated, or any corporation resulting therefrom to
          which the Trustee shall be a party, or any  corporation  succeeding to
          the  trust  business  of the  Trustee  shall be the  successor  to the
          Trustee  hereunder  without  any further act on its part or any of the
          parties hereto,  provided that such corporation  would be eligible for
          appointment as a successor trustee under subsection 10.8(a).

     (d)  Any Warrant Certificates  certified but not delivered by a predecessor
          trustee may be certified by the  successor  trustee in the name of the
          predecessor or successor trustee.

10.9      Conflict of Interest

     (a)  The  Trustee  represents  to  the  Corporation  that  at the  time  of
          execution and delivery hereof no material  conflict of interest exists
          between  its role as a  trustee  hereunder  and its role in any  other
          capacity  and  agrees  that in the  event of a  material  conflict  of
          interest arising hereafter it will, within 90 days after  ascertaining
          that it has such material  conflict of interest,  either eliminate the
          same or assign its trust hereunder to a successor  trustee approved by
          the Corporation and meeting the  requirements  set forth in subsection
          10.8(a).  Notwithstanding the foregoing  provisions of this subsection
          10.9(a), if any such material conflict of interest exists or hereafter
          shall exist, the validity and enforceability of this Indenture and the
          Warrant  Certificate shall not be affected in any manner whatsoever by
          reason thereof.

     (b)  Subject to  subsection  10.9(a),  the Trustee,  in its personal or any
          other  capacity,  may buy,  lend  upon and deal in  securities  of the
          Corporation and generally may contract and enter




<PAGE>
                                       31




          into financial  transactions with the Corporation or any subsidiary of
          the  Corporation  without  being liable to account for any profit made
          thereby.

10.10     Acceptance of Trust

          The Trustee hereby  accepts the trusts in this Indenture  declared and
provided for and agrees to perform the same upon the terms and conditions herein
set forth.

10.11     Trustee Not to be Appointed Receiver

          The  Trustee  and any  person  related  to the  Trustee  shall  not be
appointed a receiver, a receiver and manager or liquidator of all or any part of
the assets or undertaking of the Corporation.

                                   ARTICLE XI
                                     GENERAL

11.1      Notice to the Corporation and the Trustee

     (a)  Unless herein  otherwise  expressly  provided,  any notice to be given
          hereunder  to the  Corporation  or the  Trustee  shall be deemed to be
          validly given if delivered, sent by registered letter, postage prepaid
          or telecopied:

          If to the Corporation:        INFOWAVE SOFTWARE, INC.
                                        #188 - 4664 Lougheed Highway
                                        Burnaby, British Columbia
                                        V5C 6B7

                                        Attention: Jim McIntosh

                                        Telecopy: (604) 473-3645

          If to the Trustee:            MONTREAL TRUST COMPANY OF CANADA
                                        3rd Floor, 510 Burrard Street
                                        Vancouver, British Columbia
                                        V6C 3B9

                                        Telecopy: (604) 685-4079

                                        Attention:  Manager, Corporate Trust
                                                      Department

          and any such notice  delivered in accordance  with the foregoing shall
          be deemed to have been received on the date of delivery or, if mailed,
          on the fifth  Business Day  following the date of the postmark on such
          notice or, if telecopied,  on the next Business Day following the date
          of  transmission  provided  that  its  contents  are  transmitted  and
          received completely and accurately.

     (b)  The  Corporation or the Trustee,  as the case may be, may from time to
          time notify the other in the manner provided in subsection  11.1(a) of
          a change of address which, from




<PAGE>
                                       32




          the  effective  date of such notice and until  changed by like notice,
          shall be the address of the  Corporation  or the Trustee,  as the case
          may be, for all purposes of this Indenture.

     (c)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal employees, any notice to be given to the
          Trustee or to the Corporation hereunder could reasonably be considered
          unlikely  to reach its  destination,  such  notice  shall be valid and
          effective only if it is delivered to the named officer of the party to
          which it is  addressed  or, if it is  delivered  to such  party at the
          appropriate  address  provided in subsection  11.1(a),  by telecopy or
          other means of prepaid, transmitted and recorded communication.

11.2      Notice to Warrant Holders

     (a)  Any  notice  to the  Warrant  Holders  under  the  provisions  of this
          Indenture  shall  be  valid  and  effective  if  delivered  or sent by
          telecopy or by ordinary  post  addressed to such holders at their post
          office addresses appearing on the register hereinbefore  mentioned and
          shall be deemed to have been effectively given on the date of delivery
          or, if mailed,  on the fifth  Business Day  following  the date of the
          postmark on such notice or, if  telecopied,  on the next  Business Day
          following  the date of  transmission  provided  that its  contents are
          transmitted and received completely and accurately.

     (b)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal employees, any notice to be given to the
          Warrant Holders  hereunder could reasonably be considered  unlikely to
          reach its  destination,  such notice shall be valid and effective only
          if it is delivered  personally to such Warrant Holders or if delivered
          to the address for such Warrant  Holders  contained in the register of
          Special Warrants maintained by the Trustee, by cable, telegram,  telex
          or other means of prepaid transmitted and recorded communication.

11.3      Ownership of Special Warrants

          The  Corporation  and the  Trustee  may deem and treat the  registered
owner of any Special  Warrants as the absolute  owner  thereof for all purposes,
and the  Corporation  and the  Trustee  shall not be  affected  by any notice or
knowledge  to the  contrary  except  where the  Corporation  or the  Trustee  is
required  to  take  notice  by  statute  or by  order  of a court  of  competent
jurisdiction.  A Warrant Holder shall be entitled to the rights evidenced by its
Warrant  Certificate free from all equities or rights of set off or counterclaim
between  the  Corporation  and the  original or any  intermediate  holder of the
Special  Warrants and all persons may act  accordingly.  The receipt of any such
Warrant  Holder  for  the  Common  Shares  shall  be a  good  discharge  to  the
Corporation  and the Trustee for the same and  neither the  Corporation  nor the
Trustee shall be bound to inquire into the title of any such holder except where
the Corporation or the Trustee is required to take notice by statute or by order
of a court of competent jurisdiction.

11.4      Counterparts

          This Indenture may be executed in several counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and  such  counterparts
together shall constitute one and the same instrument and notwithstanding  their
date of execution they shall be deemed to be dated as of the date hereof.



<PAGE>
                                       33




11.5      Satisfaction and Discharge of Indenture

          Upon the earlier of:

     (a)  the date by which there shall have been  delivered  to the Trustee for
          exercise or destruction all Warrant Certificates theretofore certified
          hereunder; or

     (b)  the Time of Expiry;

and if all  certificates  representing  Common  Shares  required to be issued in
compliance with the provisions  hereof have been issued and delivered  hereunder
or to the Trustee in accordance with such provisions, this Indenture shall cease
to be of any force and effect and the Trustee,  on demand of and at the cost and
expense of the  Corporation and upon delivery to the Trustee of a certificate of
the Corporation  stating that all conditions  precedent to the  satisfaction and
discharge of this  Indenture  have been  complied  with,  shall  execute  proper
instruments  acknowledging  satisfaction  of  and  discharging  this  Indenture.
Notwithstanding  the foregoing,  the indemnities  provided to the Trustee by the
Corporation  hereunder  shall  remain in full force and effect and  survive  the
termination of this Indenture.

11.6      Provisions of Indenture and Special Warrants for the Sole Benefit
          of Parties and Warrant Holders

          Nothing in this Indenture or in the Warrant Certificates, expressed or
implied, shall give or be construed to give to any person other than the parties
hereto  and the  Warrant  Holders,  as the case may be,  any legal or  equitable
right, remedy or claim under this Indenture,  or under any covenant or provision
herein or therein  contained,  all such covenants and  provisions  being for the
sole benefit of the parties hereto and the Warrant Holders.

11.7      Common Shares or Special Warrants Owned by the Corporation or its
          Subsidiaries - Certificate to be Provided

          For the purpose of disregarding  any Special Warrants owned legally or
beneficially  by the Corporation or any Subsidiary of the Corporation in Section
8.16,  the  Corporation  shall  provide  to the  Trustee,  from time to time,  a
certificate of the Corporation setting forth as at the date of such certificate:

     (a)  the names (other than the name of the  Corporation)  of the registered
          holders  of  Special   Warrants   which,   to  the  knowledge  of  the
          Corporation,  are owned by or held for the account of the  Corporation
          or any Subsidiary of the Corporation; and

     (b)  the number of Special  Warrants owned legally or  beneficially  by the
          Corporation or any Subsidiary of the Corporation:

and the Trustee,  in making the  computations in Section 8.16, shall be entitled
to rely on such certificate without any additional evidence.



<PAGE>
                                       34




11.8      Events of Default

          If  the   Corporation   defaults  in  observing  or   performing   any
representation,  warranty,  covenant,  term or condition herein contained and on
its part to be observed or performed, and if such default continues for a period
of 10 days after notice in writing has been given by the Trustee to the Company,
provided  that failure to provide  such notice shall not  constitute a waiver of
such default,  specifying  such default and requiring the  Corporation to remedy
the same,  then, in each and every such event,  the Trustee may require that, in
addition to any remedy recoverable by the Trustee for the benefit of the Warrant
Holders at law, the Corporation pay the aggregate sum of $100 to the Trustee for
the benefit of the Warrant Holders.

     IN WITNESS  WHEREOF the parties hereto have executed this  Indenture  under
their respective  corporate seals and the hands of their proper officers in that
behalf

                                     INFOWAVE SOFTWARE, INC.

                                     By: /s/ Todd Carter
                                         ---------------------------------------
                                         Authorized Signatory


                                     MONTREAL TRUST COMPANY OF CANADA

                                     By: /s/ Katherine Camp
                                         ---------------------------------------
                                         Authorized Signatory


                                     By: /s/ Georgia Stavridis
                                         ---------------------------------------
                                         Authorized Signatory


<PAGE>


THIS IS SCHEDULE "A" to the Special Warrant  Indenture made as of April 13, 2000
between INFOWAVE SOFTWARE, INC. and MONTREAL TRUST COMPANY OF CANADA as Trustee.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD
     AND MAY NOT BE TRADED IN BRITISH  COLUMBIA  UNTIL  APRIL 13, 2001 EXCEPT AS
     PERMITTED  BY THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND THE RULES MADE
     THEREUNDER

     [For Special  Warrants issued in the United States or to U.S. Persons only,
     include the following:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
     STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.  SECURITIES  ACT") OR
     UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER HEREOF,  BY PURCHASING  SUCH
     SECURITIES,  AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES
     MAY BE OFFERED,  SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,
     (B) OUTSIDE THE UNITED STATES IN  ACCORDANCE  WITH RULE 904 OF REGULATION S
     UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,  (C) PURSUANT TO THE EXEMPTION
     FROM  REGISTRATION  UNDER  THE U.S.  SECURITIES  ACT  PROVIDED  BY RULE 144
     THEREUNDER,   IF  AVAILABLE,  OR  (D)  IN  COMPLIANCE  WITH  CERTAIN  OTHER
     PROCEDURES  SATISFACTORY TO THE  CORPORATION.  DELIVERY OF THIS CERTIFICATE
     MAY NOT CONSTITUTE  "GOOD  DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK
     EXCHANGES  IN CANADA.  A NEW  CERTIFICATE,  BEARING NO LEGEND,  DELIVERY OF
     WHICH WILL CONSTITUTE "GOOD DELIVERY",  MAY BE OBTAINED FROM MONTREAL TRUST
     COMPANY OF CANADA UPON  DELIVERY OF THIS  CERTIFICATE  AND A DULY  EXECUTED
     DECLARATION, IN A FORM SATISFACTORY TO MONTREAL TRUST COMPANY OF CANADA AND
     THE CORPORATION,  TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED
     HEREBY IS BEING MADE IN COMPLIANCE  WITH RULE 904 OF REGULATION S UNDER THE
     U.S. SECURITIES ACT

                           SPECIAL WARRANT CERTIFICATE

                             INFOWAVE SOFTWARE, INC.
                (Incorporated under the laws of British Columbia)


SPECIAL WARRANT
CERTIFICATE NO. ______              ________  SPECIAL WARRANTS entitling the
                                    holder to acquire, subject to adjustment,
                                    one Common Share for each Special Warrant
                                    represented hereby.




<PAGE>
                                      -2-




                            THIS IS TO CERTIFY THAT:

                           --------------------------
                           --------------------------
                           --------------------------
                           --------------------------
                           --------------------------


(the "Holder") is entitled to acquire,  upon exercise or deemed exercise of each
Special  Warrant  represented  hereby  and  without  payment  of any  additional
consideration,  one fully paid and  non-assessable  common  share  (the  "Common
Share")  of  Infowave  Software,   Inc.  (the  "Corporation")  until  4:30  p.m.
(Vancouver time) (the "Time of Expiry") on the date (the "Expiry Date") which is
the earliest of:

     a.   five  business  days  after the last  Receipt  (as  defined  below) is
          issued;

     b.   one year from the date the Special Warrants are issued; and

     c.   the date on which all of the Special Warrants have been exercised;

In the event that the Special  Warrants are not exercised by the Time of Expiry,
all  Special  Warrants  represented  hereby  will  be  deemed  to  be  exercised
immediately  prior to such time with no further action on the part of the Holder
and the Corporation.

     The Corporation has covenanted to use its commercially  reasonable  efforts
to obtain  receipts  (the  "Receipts")  from each of the  securities  regulatory
authorities  in British  Columbia,  New Brunswick  and Ontario (the  "Designated
Provinces"),  for a (final) prospectus qualifying for issuance in the Designated
Provinces  the Common  Shares to be  acquired  upon  exercise  of these  Special
Warrants.

     The right to acquire Common Shares may only be exercised,  unless deemed to
be exercised, by the Holder within the time set forth above by:

     (a)  duly completing and executing the Exercise Form attached hereto; and

     (b)  surrendering  this  Special  Warrant  Certificate  to  Montreal  Trust
          Company  of  Canada  (the  "Trustee")  at  its  principal   office  in
          Vancouver, British Columbia.

     If the  Warrants  represented  by  this  Special  Warrant  Certificate  are
exercised  by the Holder  prior to the last  Receipt  being  issued,  the Common
Shares shall be subject to hold periods under applicable securities  legislation
and may be endorsed with legends to that effect.

     These Special Warrants shall be effectively  surrendered,  unless deemed to
be surrendered,  only upon personal delivery hereof or, if sent by mail or other
means of transmission,  upon actual receipt thereof by the Trustee at the office
referred to above.

     Upon  surrender of these Special  Warrants,  the person or persons in whose
name or names the  Common  Shares  are to be issued  and shall be deemed for all
purposes,  except as provided  in the  Indenture  (as  defined  below) to be the
holder or holders of record of such Common Shares and the Trustee has covenanted
that it will,  subject to the  provisions of the  Indenture (as defined  below),
cause


<PAGE>

                                      -3-




certificates  representing  such Common  Shares to be delivered or mailed to the
person or persons at the address or addresses  specified  in the  Exercise  Form
within five Business Days.

     The  registered  Holder of these  Special  Warrants  may acquire any lesser
number of Common  Shares than the number of Common  Shares which may be acquired
for the Special  Warrants  represented by this Special Warrant  Certificate.  In
such  event,  the Holder  shall be  entitled  to receive a new  Special  Warrant
Certificate  for the  balance of the Common  Shares  which may be  acquired.  No
fractional Common Shares will be issued.

     In the event of the deemed exercise of the Special Warrants  represented by
this Special  Warrant  Certificate,  as  described  above and as detailed in the
Indenture (as defined below), the Special Warrant  Certificate will be deemed to
have been delivered and  surrendered and the right of a Holder to acquire Common
Shares  represented  hereby will be deemed to have been  exercised  and all such
Common Shares will be issued.

     The Special  Warrants  represented by this Special Warrant  Certificate are
issued under and pursuant to a special  warrant  indenture  made as of April 13,
2000 (the  "Indenture")  between the Corporation  and the Trustee.  Reference is
made  to the  Indenture  and any  instruments  supplemental  thereto  for a full
description  of the rights of the Holders of the Special  Warrants and the terms
and  conditions  upon which the Special  Warrants  are, or are to be, issued and
held,  with  the same  effect  as if the  provisions  of the  Indenture  and all
instruments  supplemental  thereto were herein set forth. By acceptance  hereof,
the  Holder  assents to all  provisions  of the  Indenture.  In the event of any
conflict  between the  provisions of this Special  Warrant  Certificate  and the
provisions  of the  Indenture,  the  provisions  of the  Indenture  will govern.
Capitalized terms used in the Indenture have the same meaning herein as therein,
unless otherwise defined.

     In the  event  of  any  alteration  of the  Common  Shares,  including  any
subdivision,  consolidation or reclassification, and in the event of any form of
reorganization  of  the  Corporation,  including  any  amalgamation,  merger  or
arrangement, the Holders of Special Warrants shall, upon exercise of the Special
Warrants following the occurrence of any of those events, be entitled to receive
the same  number and kind of  securities  that they would have been  entitled to
receive had they  exercised  their  Special  Warrants  immediately  prior to the
occurrence of those events.

     The Holder of this Special  Warrant  Certificate  may, at any time prior to
the Expiry Time, upon surrender hereof to the Trustee at its principal office in
Vancouver, British Columbia, exchange this Special Warrant Certificate for other
Special Warrant Certificates  entitling the Holder to acquire, in the aggregate,
the same number of Common Shares as may be acquired  under this Special  Warrant
Certificate.

     The holding of the  Special  Warrants  evidenced  by this  Special  Warrant
Certificate  shall  not  constitute  the  Holder  hereof  a  shareholder  of the
Corporation  or entitle the Holder to any right or  interest in respect  thereof
except as expressly provided in the Indenture.

     The Indenture  provides that all Holders of Special Warrants shall be bound
by any resolution passed at a meeting of the Holders held in accordance with the
provisions  of the Indenture  and  resolutions  signed by the Holders of Special
Warrants entitled to acquire a specified majority of the Common Shares which may
be acquired pursuant to the exercise of all then outstanding Special Warrants.

     The  Special  Warrants  represented  hereby  and  securities  which  may be
acquired  hereunder have not been registered under the United States  Securities
Act of 1933, as amended (the "U.S.


<PAGE>

                                      -4-




Securities  Act") and may not be  exercised  by or on behalf of any U.S.  person
unless  registered  under the U.S.  Securities  Act or pursuant to an applicable
exemption from registration under the U.S. Securities Act.

     This  Special  Warrant  Certificate  shall  not be  valid  for any  purpose
whatever unless and until it has been certified by or on behalf of the Trustee.

     Time shall be of the essence hereof.

     IN  WITNESS  WHEREOF  the  Corporation  has  caused  this  Special  Warrant
Certificate to be signed by its duly authorized officer as of April 13, 2000.

                                 INFOWAVE SOFTWARE, INC.


                                 By: ------------------------------------------
                                     Authorized Signatory


Certified by:

MONTREAL TRUST COMPANY OF CANADA
Trustee

By: ---------------------------------
    Authorized Signatory






<PAGE>


                          TRANSFER OF SPECIAL WARRANTS

Any  transfer  of Special  Warrants  will  require  compliance  with  applicable
securities  legislation.  Transferors and transferees are urged to contact legal
counsel before effecting any such transfer.

     FOR  VALUE  RECEIVED,  the  undersigned:  (i)  hereby  sells,  assigns  and
transfers  to  _________________________,  _______________  Special  Warrants of
Infowave Software, Inc. registered in the name of the undersigned on the records
of  Infowave  Software,  Inc.  maintained  by Montreal  Trust  Company of Canada
represented by the Special Warrant Certificate attached and irrevocably appoints
______________________  the  attorney of the  undersigned  to transfer  the said
securities  on the books or register with full power of  substitution;  and (ii)
confirms that the transfer is made in compliance with all applicable  securities
legislation  and  requirements  of  regulatory   authorities  including  without
limitation any undertaking given to The Toronto Stock Exchange.

     DATED the ______ day of __________________, ________




----------------------------              --------------------------------------
Signature Guaranteed                      (Signature of Special Warrant Holder)




Instructions:

1.   Signature of the Special Warrant Holder must be the signature of the person
     appearing on the face of this Special Warrant Certificate.

2.   If the  Transfer  Form is signed  by a  trustee,  executor,  administrator,
     curator, guardian,  attorney, officer of a corporation or any person acting
     in  a  fiduciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by evidence of authority to sign  satisfactory  to the Trustee
     and the Corporation.

3.   The  signature on the Transfer  Form must be  guaranteed  by an  authorized
     officer of a chartered  bank,  trust  company or medallion  guaranteed by a
     member of a recognized medallion guarantee program.

4.   Special  Warrants shall only be  transferable in accordance with applicable
     laws and the rules and  policies  of any  applicable  stock  exchange.  The
     transfer  of  Special  Warrants  to a  purchaser  not  resident  in British
     Columbia, New Brunswick or Ontario may result in the Common Shares obtained
     upon  the  exercise  of the  Special  Warrants  (whether  after  or  before
     obtaining  receipts for a final prospectus  relating to the distribution of
     Common Shares upon exercise of Special Warrants) not being freely tradeable
     in the jurisdiction of the purchaser.


<PAGE>

                                      -2-




     The undersigned  transferee of  _____________  Special Warrants of Infowave
Software, Inc. hereby (i) acknowledges that such Special Warrants are subject to
the terms, conditions and provisions of an Indenture dated as of April 13, 2000;
and (ii) confirms that the transfer is made in  compliance  with all  applicable
securities  legislation and  requirements of regulatory  authorities  including,
without limitation, any undertaking given to The Toronto Stock Exchange.


                                         -------------------------------------
                                         Name of Transferee


                                         By:  --------------------------------


                                         -------------------------------------
                                         Office or Title


                                         -------------------------------------
                                         Address of Transferee


                                         -------------------------------------

<PAGE>


                                  EXERCISE FORM

TO:      Infowave Software, Inc.
         Montreal Trust Company of Canada

     The  undersigned  hereby  exercises  the right to acquire  Common Shares of
Infowave  Software,  Inc.  (or, in certain  circumstances,  such number of other
securities or property to which such Special Warrants entitle the undersigned in
lieu  thereof or in  addition  thereto  under the  provisions  of the  Indenture
referred to in the accompanying  Special Warrant Certificate) in accordance with
and subject to the provisions of such Indenture.

     The Common Shares (or other securities or property) are to be registered as
     follows:

     Name: ---------------------------------------------------------------------

     Address in full: ----------------------------------------------------------

     Number of Common Shares: --------------------------------------------------

     Note: If further nominees  intended,  please attach (and initial)  schedule
     giving the above for each further nominee.

     DATED this _____ day of ___________.



----------------------------              --------------------------------------
Signature Guaranteed                      (Signature of Special Warrant Holder)


                                          --------------------------------------
                                          Print full name


                                          --------------------------------------

                                          --------------------------------------
                                          Print full address

Instructions.
------------

1.   The  registered  holder may exercise its right to receive  Common Shares by
     completing  this form and  surrendering  this form and the Special  Warrant
     Certificate  representing  the Special Warrants being exercised to Montreal
     Trust  Company  of Canada at its  principal  office in  Vancouver,  British
     Columbia. Certificates for Common Shares will be delivered or mailed within
     five business days after the exercise of the Special Warrants.

2.   If the Exercise  Form  indicates  that Common  Shares are to be issued to a
     person or persons other than the registered holder of the Certificate,  the
     signature  of such holder of the  Exercise  Form must be  guaranteed  by an
     authorized  officer  of  a  chartered  bank,  trust  company  or  medallion
     guaranteed by a member of a recognized medallion guarantee program.


<PAGE>

                                      -2-




3.   If the  Exercise  Form is signed  by a  trustee,  executor,  administrator,
     curator, guardian,  attorney, officer of a corporation or any person acting
     in  a  judiciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by evidence of authority to sign  satisfactory  to the Trustee
     and the Corporation.

4.   If the registered holder exercises its right to receive Common Shares prior
     to  a  prospectus  receipt  being  issued  by  the  securities   regulatory
     authorities  in British  Columbia,  New Brunswick  and Ontario,  the Common
     Shares  will be subject to a hold  period and will be issued with a legend,
     when applicable, reflecting such hold period.