EXHIBIT 10.31


                                 PROMISSORY NOTE

$175,000

     1.   FOR VALUE RECEIVED,  the undersigned,  Sal Visca (the  "Borrower"),  a
Chief Technology Officer, residing at 4067 Shone Road, North Vancouver,  British
Columbia,  V7G 2N4,  PROMISES  TO PAY to or to the order of  Infowave  Software,
Inc.,  its  successors  and assigns  (the  "Lender") at its  principal  place of
business at 4664 Lougheed Highway,  Burnaby,  British  Columbia,  V5C 6B7, or at
such other  place as the Lender may  designate,  on July 1, 2002 (or  earlier as
provided  in section  2(a)  below),  the  principal  amount of one  hundred  and
seventy-five  thousand dollars ($175,000),  in lawful money of Canada,  together
with  interest  thereon  or on  such  part  thereof  as is  from  time  to  time
outstanding after the Maturity Date, Default or judgment at the rate of 6.0% per
annum.

     2.   In this  Promissory  Note the following terms shall have the following
meanings:

     (a)  "Maturity  Date"  means the  earlier of the date which is (i) July 31,
          2003, (ii) the last day of the Borrower's  active  employment with the
          Lender in the event that the Borrower  resigns his employment with the
          Lender,  or (iii) the last day of the Borrower's  employment  with the
          Lender in the event that the Borrower's  employment with the Lender is
          terminated either for cause or without cause.

     (b)  "Default"  means the  Borrower  failing  to pay the  principal  amount
          outstanding hereunder on the Maturity Date.

     3.   All amounts  outstanding  hereunder  and not  previously  repaid shall
become due and payable in full on the Maturity Date.

     4.   In the event of Default, the unpaid balance of the principal shall, at
the option of the Lender,  forthwith  become due and payable  without  notice or
demand, and interest shall accrue thereon as hereinbefore provided.

     5.   The Borrower hereby waives presentment and demand for payment, protest
and notice of protest, and notice of dishonour and non-payment.

     6.   The Borrower may prepay all or any part of the principal  amount under
this Promissory  Note at any time or from time to time without notice,  bonus or
penalty.

     7.   The Borrower  acknowledges  that pursuant to the credit obligation (as
such term is used in section 22 of the Employment Standards Act, R.S.B.C.  1996,
c. 113)  evidenced  by this  Promissory  Note,  the Lender may deduct the unpaid
balance of the principal  from any bonus payable to the Borrower on or after the
Maturity Date.

     8.   This  Promissory Note shall be governed by and construed in accordance
with  the laws of the  Province  of  British  Columbia  and the  laws of  Canada
applicable therein.



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     9.   Any   provision   of  this   Promissory   Note  which  is  invalid  or
unenforceable  under  the  laws  of  British  Columbia  and the  laws of  Canada
applicable   therein  shall,   to  the  extent  such  provision  is  invalid  or
unenforceable,  be deemed  severable and shall not affect any other provision of
this Promissory Note.

     DATED this ---- day of -------------------, 2001.


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Witness                                 Sal Visca