Exhibit 10.39

                   MODIFICATION AND PARTIAL SURRENDER OF LEASE
                   -------------------------------------------


THIS MODIFICATION AND PARTIAL SURRENDER made as of June 18, 2002

BETWEEN:

        INFOWAVE SOFTWARE, INC.
        200 - 4664 Lougheed Highway
        Burnaby, B.C. V5C 5T5
                                        (the "Tenant")

AND:

        TONKO REALTY ADVISORS (B.C.) LTD. as Agent of the Owners
        (formerly known as Tonko-Novam Management Ltd. and Tonko Development
         (B.C.) Ltd.)
        800 - 688 West Hastings Street
        Vancouver, B.C. V6B 1P1
                                            (the "Landlord")

WHEREAS:

A.   Pursuant to that certain Indenture of Lease dated June 1, 2000 as partially
     surrendered January 9, 2002 (the "Lease") the Landlord did demise and lease
     unto the Tenant the premises  known as Suites 101,  103,  186, 188, and 190
     and comprising  8,515 square feet in the building  located at 4664 Lougheed
     Highway in Burnaby,  B.C.  (the  "Leased  Premises"),  shown as outlined in
     black on the sketch plan  attached as Schedule "A" hereto and being part of
     those lands and premises situate, lying and being in the City of Burnaby in
     the Province of British Columbia and more particularly  known and described
     as:

                                   Lot 81 "A"
                  except firstly: the west 150 feet, secondly:
               part now road on statutory right of way Plan 4957
                     District Lot 124, Group 1 NWD Plan 3348
                                                                  (the "Lands");

B.   The Leased  Premises  demised by the Lease are vested in the Tenant for the
     unexpired  residue of the Term  subject  to a sublease  of a portion of the
     Leased Premises to Strydent Software Inc. under a sublease dated August 31,
     2000 (the "Sublease");

C.   The Tenant and the Landlord have agreed to amend certain terms of the Lease
     as herein described;

D.   At the request of the Tenant, the Landlord has agreed to accept a surrender
     of a portion of the  Lease,  such  portion  being of the part of the Leased
     Premises shown  cross-hatched  on Schedule "A" attached  hereto and forming
     part  hereof  (the  "Surrendered  Portion of the Leased  Premises"),  which
     Surrendered Portion of the Leased Premises is subject to the Sublease, such
     partial  surrender  to be made as at  12:01  a.m.  on  July  1,  2002  (the
     "Effective Time") and on the terms as herein contained;

NOW  THEREFORE  THIS  MODIFICATION  AND  PARTIAL  SURRENDER  WITNESSES  that  in
consideration  of the premises and the sum of $10.00 and other good and valuable
consideration   (the  receipt  and   sufficiency   whereof  the  parties  hereby
acknowledge), the parties covenant and agree as follows:

1.   The Tenant as the person  presently  entitled to occupy the Leased Premises
     hereby  assigns and  surrenders to the Landlord  effective at the Effective
     Time,  the  Surrendered  Portion  of the  Leased  Premises  subject  to the
     Sublease.  The Tenant,  for itself,  its  successors  and  assigns,  hereby
     covenants  with the Landlord  that the Tenant will deliver up possession of
     the  Surrendered  Portion of the Leased  Premises  to the  Landlord  at the
     Effective  Time subject to the rights of the subtenant  under the Sublease,
     and that the Tenant has good right,  full power and  authority to surrender
     the Surrendered Portion of the Leased Premises subject to the rights of the
     subtenant pursuant to the Sublease.

2.   The Tenant represents and warrants to the Landlord,  as representations and
     warranties  that are true on the date of  execution of this  Agreement  and
     shall survive the completion of this surrender, that:

     (a)  the Sublease is in full force and effect, unamended;

     (b)  there is no default on the part of the  sublandlord  or the  subtenant
          under the Sublease;

     (c)  all the  subsisting  rights  and  all  subsisting  obligations  of the
          subtenant  and  the  sublandlord,  respectively,  under  the  Sublease
          including  without  limitation  those  related to tenant

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          inducements, rental abatements or concessions, are as contained in the
          Sublease  presented  to the  Landlord  by the  Tenant and there are no
          other agreements  between the subtenant and the sublandlord  under the
          Sublease now in effect pertaining to such rights and obligations;

     (d)  the Sublease has been validly authorized, executed and delivered;

     (e)  the Sublease has not been cancelled,  surrendered,  modified, assigned
          or  renewed  and is in full force and  effect  and the  subtenant  has
          accepted  possession,  and is in occupation of the leased  premises as
          defined  in the  Sublease  and is  paying  rent  upon the terms of the
          Sublease;

     (f)  rent has been paid under the Sublease to date and has not been prepaid
          except as provided in the Sublease and the fixed basic rent at present
          payable pursuant to the Sublease is $3,624.00 per month;

     (g)  the Tenant will not amend,  modify or surrender the Sublease or accept
          any prepayment of rent other than the current month's rent without the
          prior written consent of the Landlord;

     (h)  there  is no  existing  default  by  either  the  sublandlord  or  the
          subtenant under the Sublease;

     (i)  there are no set-offs,  defences or  counterclaims by the subtenant in
          respect of the payment of rent or the  enforcement of the  obligations
          to be  performed  by  the  sublandlord  under  the  Sublease  nor  any
          agreement  between  the  subtenant  and  the  sublandlord  abating  or
          deferring  any past,  present or future  rent except as set out in the
          Sublease;

     (j)  no  litigation  or  governmental  or  municipal  proceeding  has  been
          commenced or is pending or  threatened  by or against the  sublandlord
          with  respect  to the  subleased  premises  and  the  subtenant  is in
          compliance  with all applicable  laws with respect to its occupancy of
          the subleased premises;

     (k)  all improvements to be provided by the sublandlord  under the Sublease
          or  under  any  antecedent  agreement  relating  thereto,   have  been
          completed to the  satisfaction  of the subtenant and all allowances on
          account of such subtenant's  improvements or any tenant inducements in
          kind or money,  including rental abatements or concessions,  have been
          paid in full by the sublandlord; and

     (l)  the deposit including all interest thereon that accrues to the benefit
          of the  subtenant,  now held by the  sublandlord,  is $ - and the same
          shall be paid by the  Tenant  to the  Landlord  concurrently  with the
          execution of this Modification and Partial Surrender.

3.   The Landlord  hereby accepts the surrender by the Tenant of the Surrendered
     Portion of the Leased  Premises as aforesaid and hereby releases the Tenant
     from any  liability,  claim  and  demand  in  respect  of all or any of the
     covenants contained in or otherwise arising under the Lease with respect to
     the  Surrendered  Portion of the Leased  Premises from the Effective  Time,
     provided  that the  Tenant  has  delivered  possession  of the  Surrendered
     Portion of the Leased  Premises to the Landlord on or before the  Effective
     Time in  accordance  with  the  terms  of  this  Modification  and  Partial
     Surrender,  and subject to the survival of the representations,  warranties
     and covenants of the Subtenant herein contained, which are not released and
     which shall remain in full force and effect.

4.   The Tenant hereby  releases the Landlord from any and all liability,  claim
     and  demand  in  respect  of all or any of the  covenants  contained  in or
     otherwise  arising under the Lease with respect to the Surrendered  Portion
     of the Leased Premises, excluding any liability, claim or demand in respect
     of the  obligations as  sub-landlord  with respect to the Sublease  arising
     from and including the Effective Time.

5.   The Lease is hereby further amended as follows:

     (a)  Section 1.01(k) "Renewal Terms" is hereby deleted in its entirety.

     (b)  Section  1.01(l)  "Allowed  Number of  Vehicle(s)"  is  amended to be:
          "Eight (8) random stalls in the secured parkade and if available,  and
          if  requested  by the  Tenant,  additional  parking  rights  shall  be
          provided on a month to month basis, subject to termination with thirty
          (30) days' written notice by either party".

     (c)  Section  1.01(m)  "Parking  Rates" is amended to be: "$40.00 per stall
          per month"

     (d)  Landlord's  Option to  Terminate.  The  Landlord  shall be entitled to
          terminate  the Lease,  as  modified by this  Modification  and Partial
          Surrender,  and all of the  Tenant's  other  leases of premises in the
          Building  (but not  less  than all of the  Tenant's  leases)  upon one
          hundred eighty (180) days' prior written notice to the Tenant and upon
          payment to the Tenant of a  termination  fee equal to three

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          (3) months of Basic Rent (as defined in each of the  Tenant's  leases)
          as full compensation for all costs,  damages,  nuisance and discomfort
          which the Tenant my incur or suffer.

     (e)  Tenant's Option to Surrender. The Tenant shall be entitled to fully or
          partially  surrender the Lease, as modified by this  Modification  and
          Partial  Surrender,  and the remaining 3,683 square feet of the Leased
          Premises  (the  "Remaining  Leased  Premises")  or any  part  thereof,
          without penalty, under the following circumstances:

          o    a  replacement  tenant is  willing to enter into a lease with the
               Landlord  for the  surrendered  premises at  conditions  that the
               Landlord, acting reasonably, considers "at market"; and

          o    the replacement  tenant offers, in the reasonable  opinion of the
               Landlord, an adequate covenant; and

          o    the  demising  of  the  Remaining  Leased  Premises  required  to
               accommodate the replacement tenant is, in the sole opinion of the
               Landlord,  rational  both for the premises  being demised out and
               for the balance of the Remaining Leased Premises; and

          o    the  proposed  lease term is at least three (3) years  unless the
               replacement tenant is Styrdent Software Inc.

6.   The Lease, as modified by this Modification and Partial Surrender of Lease,
     shall  remain in full force and  effect,  and time  remains of the  essence
     thereof.

7.   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto and their respective successors and assigns.

8.   The parties  agree to do and execute,  or cause to made,  done or executed,
     all such further and other lawful acts, deeds, things, devices, conveyances
     and  assurances  in law or equity  whatsoever  from time to time and at all
     times upon  every  reasonable  request  of the other to give  effect to the
     intent of this Agreement.

9.   Time is expressly  declared to be of the essence of this  Agreement  and of
     each and every term, covenant, agreement, condition and provision hereof or
     arising hereunder and observance and performance thereof.

10.  All notices,  demands and other  writings  (hereinafter  called a "Notice")
     contemplated to be given,  made or sent, by either party to the other shall
     be in writing addressed to the other at its address  hereinbefore given, or
     if any party has  notified the other in writing of a change of its address,
     at the last address of which notice has been given pursuant to this clause.
     Any  Notice  shall be deemed to have  been  received  on the date of actual
     delivery if delivered, or the date of receipt at such address if mailed, or
     the date of confirmation of transmission if sent by facsimile transmission.
     No other  method  of  delivery  or giving  of  written  notice or demand is
     precluded by this clause.

11.  The waiving by a party hereto of a breach of an obligation hereunder of the
     other party will not be considered to be a waiver of a subsequent breach of
     that obligation or another obligation. No obligation in this Agreement will
     be  considered  to have been  waived  by a party  unless  the  waiver is in
     writing signed by the party waiving the same.

12.  Words and phrases  capitalized  in this  Agreement and defined in the Lease
     shall have the meanings ascribed thereto in the Lease.

IN WITNESS  WHEREOF  the parties  hereto have  executed  this  Modification  and
Partial Surrender as of the day, month and year first above written.

LANDLORD:       TONKO REALTY ADVISORS (B.C.) LTD. as Agent of the Owners


                ____________________________________
                By:  Andrew Altow, General Manager

TENANT:         INFOWAVE SOFTWARE, INC.


                By:_________________________________

                George Reznik, CFO
                ------------------------------------
                Print Name and Position

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                                  SCHEDULE "A"
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                                   FLOOR PLAN


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