EXHIBIT 10.28


                               SECURITY AGREEMENT


     THIS  SECURITY  AGREEMENT  dated as of the 24th day of July,  2001  made by
Infowave Software, Inc. (the "Borrower"),  a corporation  incorporated under the
laws of the Province of British  Columbia and having its chief executive  office
at Suite 200, 4664 Lougheed  Highway,  Burnaby,  BC, V5C 5T5  (facsimile:  (604)
473-3799),  to and in favour of Thomas Koll (the "Lender"), a businessman having
an office at Suite 200, 4664 Lougheed Highway,  Burnaby,  BC, V5C 5T5 (facsimile
(604) 473-3799).

     WHEREAS:

A. The Borrower has entered  into a loan  agreement  dated as of the date hereof
between the Borrower as borrower and the Lender as lender (as such agreement may
at any time or from time to time be amended,  supplemented or otherwise modified
or  restated,  the  "Credit  Agreement")  and the  Lender  has agreed to advance
certain  credit  facilities  on the terms and  conditions  set out in the Credit
Agreement.

B. It is a condition of the advance of the said credit  facilities by the Lender
that the Borrower  execute and deliver this Security  Agreement to the Lender as
collateral security for the payment and performance of the Obligations.

     NOW THEREFORE WITNESSETH that, in consideration of these premises and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged  by the Borrower,  the Borrower  covenants,  declares and agrees as
follows:

                                   ARTICLE 1
                                 INTERPRETATION

     Section 1.1 Terms  Incorporated for Reference.  All capitalized  terms used
but not  otherwise  defined in this Security  Agreement  shall have the meanings
attributed  to  them in the  Credit  Agreement.  Terms  defined  in the  British
Columbia  Personal  Property  Security  Act (as amended  from time to time,  the
"PPSA") and used but not otherwise defined in this Security Agreement shall have
the same meaning herein.

     Section 1.2 Defined  Terms.  In this  Security  Agreement,  unless there is
something in the subject matter or context inconsistent therewith, the following
words and terms shall have the following meanings:

          "Book Accounts" means all debts, accounts,  moneys, demands and choses
in action which are now due, owing or accruing due or which may hereafter become
due,  owing or accruing due to the Borrower and all claims of whatsoever  nature
or kind  which  the  Borrower  now has or may  hereafter  have,  in each case in
respect of or  arising  out of or in  connection  with the  Business,  including
claims  against  the Crown  and  claims  under  insurance  policies  and all the
proceeds and other monies  payable  thereunder  (including  bonuses,  additions,
profits,  interest and all other such amounts);  and all Contracts,  securities,
bills, notes, lien notes, judgments, chattel mortgages,  mortgages and all other
rights and benefits  which now are or may hereafter be vested in the Borrower or
anyone on behalf of the  Borrower  in respect of or as  security  for any of the
said debts, accounts,  moneys,  demands, choses in action and claims or any part
thereof; and also all books, accounts,  invoices,  letters, papers and documents
recording  or in any  way  evidencing  or  relating  to any of the  said  debts,
accounts, moneys, demands, choses in action and claims or any part thereof;


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          "Business" means the business of the Borrower as conducted by it as at
the date hereof and as proposed to be conducted by it hereafter;

          "Contracts"  means  all  contracts  or  agreements   relating  to  the
ownership  or  conduct  of the  Business  (including,  without  limitation,  all
contractual rights and benefits, options or rights to acquire options thereunder
to which the Borrower is a party  (whether by way of assignment or otherwise) in
any form whatsoever,  written or verbal,  now in existence or hereafter  entered
into,  including  leases,  the options to purchase and rights of first refusal),
together  in  each  case  with  any  amendments,   supplements,   modifications,
extensions, renewals or replacements thereof;

          "Credit Agreement" has the meaning set forth in recital A hereof;

          "Intellectual   Property"   has  the  meaning  set  forth  in  Section
2.1(1)(e);

          "Inventory" means all inventories of the Borrower  wheresoever located
(including, without limitation, such inventory located at, on or about the Lands
or any leasehold property) including,  without limitation,  finished goods, work
in progress, raw materials,  stores, supplies, spare parts and other maintenance
items and  merchandise and all other  materials and supplies  wherever  located,
including on or about or in transit to or from the Lands (or otherwise on hand),
to be used or consumed in connection with the processing,  manufacture, packing,
shipping, selling or furnishing of products in the Business;

          "Lender"  means Thomas  Koll,  his heirs,  executors,  administrators,
successors and assigns;

          "Lien" includes any mortgage,  pledge, lien,  hypothecation,  security
interest or other  encumbrance or charge (whether fixed,  floating or otherwise)
or title retention, any right of set-off (arising otherwise than by operation of
Law) and any deposit of moneys under any agreement or  arrangement  whereby such
moneys  may be  withdrawn  only upon  fulfillment  of any  conditions  as to the
discharge of any other indebtedness or other obligation to any creditor,  or any
right  of or  arrangement  of any  kind  with any  creditor  to have its  claims
satisfied  prior to other creditors with or from the proceeds of any properties,
assets or revenues of any kind now owned or hereafter acquired;

          "Negotiable Collateral" has the meaning set forth in Section 2.3(2);

          "Obligations" has the meaning set forth in Section 2.2(1);

          "Official  Body" means any government or political  subdivision or any
agency,  authority,  bureau,  central  bank,  monetary  authority,   commission,
department or instrumentality  thereof,  or any court,  tribunal,  grand jury or
arbitrator, whether foreign or domestic;

          "Person" means an individual,  partnership,  corporation  (including a
business trust), joint stock company, trust, unincorporated  association,  joint
venture or other entity, or a foreign state or political  subdivision thereof or
any agency of such state or subdivision;

          "PPSA" has the meaning set forth in Section 1.1;

          "Security Agreement" means this agreement as supplemented,  amended or
otherwise modified, renewed or replaced from time to time.


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                                      -3-



                                   ARTICLE 2
                                    SECURITY

     Section 2.1 Grant of  Security.  (1) Subject to Section  2.4,  the Borrower
hereby (i) mortgages and charges to the Lender as and by way of a fixed mortgage
and charge;  (ii)  pledges to the  Lender;  and (iii)  grants to the  Lender,  a
security interest in all of the Borrower's  right,  title and interest in and to
all  personal  property and  undertaking  of the Borrower now owned or hereafter
acquired  (collectively,  the  "Collateral",  and all references  thereto herein
include any part  thereof)  including,  without  limitation,  any and all of the
Borrower's:

     (a)  Inventory,  including,  without  limitation,  goods  held  for sale or
          lease,  goods  furnished  or to be furnished  to third  parties  under
          contracts  of  lease,  consignment  or  service,  goods  which are raw
          materials or work in progress,  goods used in or procured for packing,
          materials used or consumed in the Business, and the goods described in
          Schedule A hereto;

     (b)  equipment,   fixtures  and  other  goods  of  every  kind,   type  and
          description  now or hereafter  owned,  leased or otherwise held by it,
          including, without limitation,  office equipment,  computer equipment,
          consumables, machinery, plant, vehicles, licenses including the serial
          numbered goods described in Schedule B hereto,  all licences and other
          rights   and   all   records,    files,   charts,   plans,   drawings,
          specifications, manuals and documents relating thereto;

     (c)  Book Accounts and Contracts;

     (d)  documents of title, chattel paper, instruments,  securities and money,
          including,  without  limitation,  all  proceeds  of  all  policies  of
          insurance  payable as indemnity or compensation  for loss of or damage
          to any of the Collateral;

     (e)  intangibles,  including,  without limitation,  all security interests,
          goodwill,  choses in action  and other  contractual  benefits  and (i)
          trademarks  and  rights  and  interests  which  are  capable  of being
          protected as trademarks (including service marks, certification marks,
          designs,  logos, indicia, trade names, corporate names, company names,
          business names,  fictitious  business names,  trade styles,  and other
          source or business identifiers,  and applications pertaining thereto),
          and including the trade names, trademarks, trademark registrations and
          pending applications listed on Schedule C attached hereto, as the same
          may be updated  hereafter  from time to time, and rights to apply for,
          register,  renew and extend such trademarks and trademark rights,  and
          all  Licenses  in  respect  of  any  of  the  above;  (ii)  all of the
          Borrower's  right,  title and  interest in and to all  patentable  and
          unpatentable  invention  disclosures,  patents,  patent  applications,
          industrial designs and industrial design  applications,  including the
          applications and  registrations  listed on Schedule C attached hereto,
          as the same may be updated  hereafter from time to time, all reissues,
          divisions,  renewals and continuations in part, foreign filing rights,
          and rights to register,  renew and extend such rights,  and to request
          re-examination  and/or  reissue of the  patents,  and all  Licenses in
          respect  of  any  of  the  above;  (iii)  all  copyrights,   copyright
          applications,   copyright  registrations,   know-how,  trade  secrets,
          technical processes,  recipes and formulae, and Licenses in respect of
          any of the above; (iv) the right (without  obligation) to sue or bring
          opposition, expungement or cancellation proceedings in the name of the
          Borrower  or in the name of the  Lender for past,  present  and future
          infringements or violations of any of the intellectual property listed
          in paragraphs (i) to


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          (iii) above;  (v) all general  intangibles  relating to the foregoing,
          including all  associated  goodwill;  (vi) all rights in databases and
          data  collections and all rights therein  throughout the world;  (vii)
          all rights in computer  software  including  all source  code,  object
          code,  firmware,  development  tools,  files  records and data and all
          documentation  relating  to the  foregoing;  (vii) all World  Wide Web
          addresses,  sites and domain  names;  (ix) all  proceeds of and rights
          associated  with  any and  all of the  foregoing  (including,  without
          limitation, Royalties and claims by the Borrower against third parties
          for past, present or future infringement of the Intellectual Property,
          including  those  items  listed  in the  Schedules  to  this  Security
          Agreement,  or for injury to the goodwill  associated  with the use of
          any of the  Trademarks  or for breach or  enforcement  of any License,
          Royalties and proceeds of  infringement  suits) and, to the extent not
          otherwise  included,  all payments under insurance,  or any indemnity,
          warranty,  or  guarantee,  payable  by  reason of loss or damage to or
          otherwise   with  respect  to  the   Collateral   (collectively,   the
          "Intellectual Property"); (x) all contracts, licenses, sublicenses and
          agreements  with  respect to,  relating to or  ancillary to any of the
          foregoing; and (xi) any similar,  corresponding,  or equivalent rights
          to any of the foregoing throughout the world;

     (f)  substitutions and replacements of and increases,  additions and, where
          applicable,   accessions   to  the  property   described  in  Sections
          2.1(1)(a)-(e) inclusive; and

     (g)  proceeds in any form derived  directly or indirectly  from any dealing
          with  all  or  any  part  of  the   property   described  in  Sections
          2.1(1)(a)-(f) inclusive or the proceeds therefrom.

     (2) In addition, the Borrower hereby charges in favour of the Lender by way
of a floating charge, its undertaking and all its property and assets,  real and
personal,  moveable or immoveable,  of whatsoever  nature and kind, both present
and future and every  interest  therein  which the Borrower now has or hereafter
acquires  (other than the property  and assets  hereby  effectively  assigned or
subjected  to a  specific  mortgage  and charge  and  subject to the  exceptions
hereinafter contained).

     (3) Without limiting the generality of the foregoing,  the Collateral shall
include all personal  property of the  Borrower  now or hereafter  located on or
about or in transit to or from the locations  set out in Schedule D hereto.  The
Borrower  shall  promptly  inform the Lender in writing of any other location at
which the Collateral  consisting of tangible  personal property may in future be
located.

     Section 2.2  Obligations  Secured.  (1) The  mortgages,  charges,  pledges,
transfers,  assignments and security interests granted hereby (collectively, the
"Lien hereof") shall be continuing  collateral  security for the due payment and
performance of all debts, liabilities and obligations, present or future, direct
or indirect,  absolute or contingent,  matured or unmatured, joint or several or
joint and several, at any time due or accruing due of the Borrower to the Lender
under the Credit  Agreement,  any other Credit  Facility  Documents or otherwise
howsoever incurred,  and whether incurred as principal or surety  (collectively,
and together with the expenses, costs and charges set out in Section 2.2(2), the
"Obligations").

     (2) All expenses,  costs and charges incurred by or on behalf of the Lender
in connection with the preparation and issuance of this Security Agreement,  the
perfection,  preservation  and protection of the Lien hereof and the enforcement
of the Lender's rights and remedies hereunder,  including the realization of the
Collateral,  and including all legal fees (on a solicitor  and  solicitor's  own
client basis) and disbursements, court costs, receiver's or agent's remuneration
and other expenses of taking  possession of,  repairing,  protecting,  insuring,
preparing  for  disposition,   realizing,   collecting,  selling,  transferring,
delivering or obtaining payment of the Collateral,  shall be added to and form a
part of the Obligations.


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                                      -5-



     Section 2.3 Attachment.  (1) The Borrower and the Lender hereby acknowledge
that (i) value has been given;  (ii) the Borrower  has rights in the  Collateral
(other  than  after-acquired  Collateral);  and (iii)  they  have not  agreed to
postpone the time of attachment of the Lien hereof.

     (2) If the  Borrower  acquires  Collateral  consisting  of  chattel  paper,
instruments,   securities  or  negotiable   documents  of  title  (collectively,
"Negotiable  Collateral")  after the date hereof,  the Borrower will,  forthwith
upon receipt by the Borrower,  deliver to the Lender such Negotiable  Collateral
and shall,  at the request of the Lender (i) cause the  transfer  thereof to the
Lender to be registered wherever,  in the reasonable opinion of the Lender, such
registration  may be  required  or  advisable,  (ii) duly  endorse  the same for
transfer in blank or as the Lender may direct,  and (iii)  forthwith  deliver to
the Lender all consents or other instruments or documents which may be necessary
to effect the transfer of the Negotiable Collateral to the Lender or its nominee
or, upon the enforcement of the Lien hereof, any third party.

     (3) The  Borrower  agrees to  promptly  inform the Lender in writing of the
acquisition  by the Borrower of any personal  property  which is not  adequately
described  herein,  and the  Borrower  agrees to execute  and deliver at its own
expense from time to time amendments to this Security Agreement or the schedules
hereto or additional  Security Agreements or schedules as may be required by the
Lender in order that the Lien hereof shall attach to such personal property.

     Section 2.4 Scope of Lien. (1) Nothing in Section 2.1 shall be construed as
an assignment by the Borrower  (which term shall include a sub-lease,  mortgage,
pledge or charge)  of any  Contract,  Book  Account,  claim,  demand or chose in
action which, as a matter of Law or by its terms, is non-assignable  without the
Consent  or   Authorization   of  some  other  person  unless  such  Consent  or
Authorization  has been  obtained.  To the extent that the  creation of the Lien
hereof would  constitute a breach or permit the  acceleration  of any  agreement
right, license or permit to which the Borrower is a party, the Lien hereof shall
not attach thereto but the Borrower shall hold its interest therein in trust for
the Lender, and, in the case of any such potential breach or acceleration of any
agreement,  right, license or permit, shall use all reasonable efforts to obtain
the consent of the other party thereto.  Upon the Borrower obtaining the consent
of such  other  party,  the Lien  hereof  shall be deemed to have  automatically
attached to such agreement, right, license or permit, as the case may be.

     (2) Until the Lien hereof shall have become  enforceable,  the grant of the
Lien  hereof  in the  Intellectual  Property  shall  not  affect  in any way the
Borrower's rights to commercially exploit the Intellectual  Property,  to defend
the  Intellectual  Property,  to enforce the  Borrower's  rights therein or with
respect  thereto  against third parties in any court or to claim and be entitled
to receive any damages with respect to any infringement thereof.

     (3) The Lien hereof shall not extend to consumer goods.

     (4) The Lien  hereof  shall not extend or apply to the last day of any term
of years reserved by a lease, verbal or written, or any agreement therefor,  now
held or hereafter  acquired by the Borrower in respect of real  property but the
Borrower  shall stand  possessed  of any such  reversion  in trust to assign and
dispose thereof as the Lender may direct.

     (5) The  Lender  will not be  deemed  in any  manner  to have  assumed  any
obligation of the Borrower under any Contracts nor shall the Lender be liable to
any  Official  Body or contract  counterparties  by reason of any default by any
person under any contract.  The Borrower agrees to indemnify and hold the Lender
harmless  of and from all  liability,  loss,  damage or expense  which it may or
might  incur by reason of any claim or demand  against  it based on its  alleged
assumption of the


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                                      -6-



Borrower's duty and obligation to perform and discharge the terms, covenants and
agreements in any Contract.

     (6) The Lien hereof shall not constitute an assignment of the  Intellectual
Property for purposes of the Patent Act (Canada) or the  Copyright  Act (Canada)
and shall not impose any  obligation  on the Lender to  prosecute  or defend any
application to register the Intellectual Property or to pay maintenance fees.

     (7) It is expressly acknowledged by the Borrower that,  notwithstanding any
right or authority  granted to the Borrower  herein or in any other agreement or
instrument to deal with the Collateral,  it is the intention of the Borrower and
the Lender that (i) the Lien hereof  shall  operate and be  construed as a fixed
and specific charge of all Collateral in respect of which the Borrower presently
has rights, and as a fixed and specific charge of all after-acquired  Collateral
which shall attach  forthwith upon the Borrower  acquiring  rights therein,  and
(ii) except as provided in Section 2.1(2), the Lien hereof shall neither operate
nor be construed as a floating charge.

     Section 2.5 The  Lender's  Care and Custody of  Collateral.  (1) The Lender
shall not be bound to collect,  dispose of,  realize,  protect or enforce any of
the  Borrower's  right,  title  and  interest  in and to  the  Collateral  or to
institute  proceedings  for  the  purpose  thereof  and,  without  limiting  the
generality of the foregoing,  the Lender shall not be required to take any steps
necessary to preserve  rights against prior parties in respect of any Negotiable
Collateral.

     (2)  The  Lender  shall  have  no  obligation  to  keep  Collateral  in its
possession identifiable.

     (3) The Lender may, both before and after the Lien hereof shall have become
enforceable,  (i) notify any person  obligated  on a Book  Account or on chattel
paper or any obligor on an instrument  to make payment  thereunder to the Lender
whether or not the Borrower was theretofore making collections thereon, and (ii)
assume control of any proceeds arising from the Collateral.

     Section 2.6 The  Borrower's  Dealings with  Collateral.  The Borrower shall
not,  without the prior written consent of the Lender,  sell,  exchange,  lease,
release or abandon or otherwise  dispose of the Collateral or create,  assume or
permit to remain  outstanding  any Lien (except for Liens which are permitted by
the Credit  Agreement)  in, on or of the  Collateral  except as  provided in the
Credit  Agreement,  or as  otherwise  agreed to in  writing by the  Lender.  Any
proceeds of such sale or lease except as referred to in (i) and (ii) above shall
be held by the  Borrower  in trust for the  Lender  and,  at the  request of the
Lender, shall be paid immediately to the Lender.

     Section  2.7 Right of Set-Off.  The  Obligations  secured by this  Security
Agreement  shall be paid, when due, by the Borrower to the Lender without regard
to any equities existing among the Borrower and the Lender and without regard to
any right of set-off or  cross-claim  or of any claim or demand of the  Borrower
against the Lender or otherwise.

     Section 2.8 Protective Disbursements.  If the Borrower fails to perform any
covenant on its part  contained in this Security  Agreement then the Lender may,
in its absolute discretion, perform any such covenant capable of being performed
by it and, if any such covenant  requires the payment or  expenditure  of money,
the Lender may make such payment but shall be under no  obligation to do so, and
all sums so paid or expended by the Lender shall be  immediately  payable by the
Borrower,  shall  bear  interest  at the  highest  rate set forth in the  Credit
Agreement until paid and shall be secured hereby, having the benefit of the Lien
hereof in priority to the indebtedness evidenced by this Security Agreement. No


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                                      -7-



such  performance  or payment  shall relieve the Borrower from any default under
this Security Agreement or any consequences of such default.

                                   ARTICLE 3
                                   ENFORCEMENT

     Section  3.1  Default.  The Lien  hereof  shall be and  become  enforceable
against the  Borrower if and when it shall fail to make  payments or perform any
of the  Obligations  on  demand  or  otherwise  when  due and  payable  or to be
performed,  as the case may be, or upon the  occurrence of any Event of Default,
as defined in the Credit Agreement.

     Section 3.2 Remedies. Whenever the Lien hereof has become enforceable,  the
Lender may realize upon the Collateral and enforce the rights of the Lender by:

     (a)  entry  onto any  premises  where  Collateral  consisting  of  tangible
          personal property may be located;

     (b)  entry into  possession  of the  Collateral  and removal of  Collateral
          consisting of tangible  personal  property by any method  permitted by
          Law;

     (c)  sale,  assignment,  lease,  sub-lease,  granting options or options to
          purchase or any other disposal of the Collateral;

     (d)  collection of any proceeds arising in respect of the Collateral;

     (e)  collection,  realization  or sale of or  other  dealing  with the Book
          Accounts;

     (f)  the exercise of any contractual, legal or other rights or interests of
          the Borrower under or in respect of the Collateral;

     (g)  the  payment of any Lien that may exist or be  threatened  against the
          Collateral,  in which  event such  amount and any costs,  charges  and
          expenses  incurred  in  connection  therewith  shall  be  added to the
          Obligations;

     (h)  the  appointment by instrument in writing of a receiver (which term as
          used in this  Security  Agreement  includes a receiver and manager) or
          agent  of the  Collateral  and/or  the  Business  and the  removal  or
          replacement of such receiver or agent from time to time;

     (i)  the institution of proceedings in any court of competent  jurisdiction
          for the appointment of a receiver of the Collateral;

     (j)  the institution of proceedings in any court of competent  jurisdiction
          for sale or foreclosure of the Collateral;

     (k)  filing proofs of claim and other documents to establish  claims in any
          proceeding relating to the Borrower;

     (l)  the set-off and application  against the  Obligations,  to the fullest
          extent permitted by Law, of any monies to be paid by the Lender to the
          Borrower under the Credit  Agreement,  or any other agreement  between
          the Lender and the Borrower; and


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                                      -8-



     (m)  any other remedy or  proceeding  authorized or permitted by applicable
          Law.

Such remedies may be exercised from time to time separately or in combination
and are in addition to and not in substitution for any other rights of the
Lender however created. The Lender may proceed by way of any action, suit or
other proceeding available at law and no right, remedy or power of the Lender
shall be exclusive of or dependent on any other. The Lender may exercise any of
its rights, remedies or powers separately or in combination and at any time. The
Lender shall not be bound to exercise any such rights or remedies, and the
exercise of such rights and remedies shall be without prejudice to the rights of
the Lender in respect of the Obligations including the right to claim for any
deficiency.

     Section 3.3  Additional  Rights.  In addition to the remedies of the Lender
set forth in Section  3.2,  the Lender may,  whenever the Lien hereof has become
enforceable,

     (a)  require  the  Borrower,  at the  Borrower's  expense,  to  gather  the
          Collateral  consisting  of  tangible  personal  property at a place or
          places  designated  by notice in  writing  given by the  Lender to the
          Borrower;

     (b)  require the Borrower,  by notice in writing given by the Lender to the
          Borrower,  to disclose to the Lender the  location or locations of the
          Collateral consisting of tangible personal property;

     (c)  repair,   process,   modify,  complete  or  otherwise  deal  with  the
          Collateral and prepare for the disposition of the Collateral,  whether
          on the premises of the Borrower or otherwise;

     (d)  carry on all or any part of the business or businesses of the Borrower
          and, to the  exclusion of all others  including  the  Borrower,  enter
          upon,  occupy and use all or any of the  premises,  buildings,  plant,
          undertaking  and other  property of or used by the  Borrower  for such
          time as the Lender sees fit, free of charge,  and the Lender shall not
          be liable to the Borrower for any act,  omission or  negligence  in so
          doing or for any rent,  charges,  depreciation or damages  incurred in
          connection therewith or resulting therefrom;

     (e)  borrow for the purpose of carrying on the  business of the Borrower or
          for the maintenance,  preservation or protection of the Collateral and
          mortgage,  charge, pledge or grant a Lien in, on or of the Collateral,
          whether or not in priority to the Lien hereof, to secure repayment;

     (f)  demand,  commence,  continue or defend any judicial or  administrative
          proceedings  for  the  purpose  of  protecting,  seizing,  collecting,
          realizing or obtaining  possession or payment of the  Collateral,  and
          give  valid  and  effectual  receipts  and  discharges   therefor  and
          compromise or give time for the payment or  performance  of all or any
          part of the  accounts or any contract or any other  obligation  of any
          third party to the Borrower; and

     (g)  participate in any recapitalization, reclassification, reorganization,
          consolidation,  redemption,  share split, merger or liquidation of any
          issuer of securities  which constitute  Collateral,  and in connection
          therewith may deposit or surrender  control of the Collateral,  accept
          money or other property in exchange for the Collateral,  and take such
          action as it deems proper in connection therewith, and any other money
          or property  received in exchange for the Collateral  shall be held by
          the  Lender  thereafter  as part  of the  Collateral  pursuant  to the
          provisions hereof.


<PAGE>

                                      -9-



     Section 3.4  Concerning  the  Receiver.  (1) Any receiver  appointed by the
Lender  shall be vested  with the  rights  and  remedies  which  could have been
exercised  by the Lender in respect of the Borrower or the  Collateral  and such
other powers and discretions as are granted in the instrument of appointment and
any  instrument  or  instruments  supplemental  thereto.  The  identity  of  the
receiver,  any replacement thereof and any remuneration  thereof shall be within
the sole and unfettered discretion of the Lender.

     (2) Any receiver  appointed by the Lender shall act as agent for the Lender
for the purposes of taking  possession of the Collateral,  but otherwise and for
all other purposes  (except as provided below),  as agent for the Borrower.  The
receiver may sell,  lease,  or otherwise  dispose of Collateral as agent for the
Borrower or as agent for the Lender (but in all cases shall take  direction from
the Lender) as the Lender may determine in its sole and  unfettered  discretion.
The Borrower  agrees to ratify and confirm all actions of the receiver acting as
agent for the Borrower,  and to release and indemnify the receiver in respect of
all such actions.

     (3) The Lender,  in appointing or refraining  from appointing any receiver,
shall not incur  liability to the receiver,  the Borrower or otherwise and shall
not be responsible for any misconduct or negligence of such receiver.

     Section 3.5  Appointment  of  Attorney.  The  Borrower  hereby  irrevocably
appoints the Lender (and any officer  thereof) as attorney of the Borrower (with
full power of  substitution)  to  exercise,  whenever the Lien hereof has become
enforceable,  in the name of and on behalf of the Borrower any of the Borrower's
right  (including  the  right of  disposal),  title and  interest  in and to the
Collateral including the execution,  endorsement and delivery of any agreements,
documents, instruments, securities, documents of title and chattel paper and any
notices,  receipts,  assignments or verifications of the Book Accounts. All acts
of any such attorney are hereby  ratified and approved,  and such attorney shall
not be  liable  for any act,  failure  to act or any  other  matter  or thing in
connection therewith, except for its own negligence or wilful misconduct.

     Section  3.6  Dealing  with the  Collateral.  (1) The  Lender  shall not be
obliged to exhaust its  recourses  against the  Borrower or any other  Person or
Persons or against any other security it may hold in respect of the  Obligations
before realizing upon or otherwise dealing with the Collateral in such manner as
the Lender may consider desirable.

     (2) The Lender may grant extensions or other indulgences,  take and give up
securities,  accept  compositions,  grant  releases and discharges and otherwise
deal with the Borrower and with other  Persons,  sureties or  securities  as the
Lender may see fit, all without  prejudice to the  Obligations  or the rights of
the Lender in respect of the Collateral.

     (3) The Lender  shall not be (i) bound under any  circumstances  to realize
upon the  Collateral;  (ii)  liable or  accountable  for any failure to collect,
realize or obtain payment in respect of the Collateral; (iii) bound to institute
proceedings  for the purpose of  collecting,  enforcing,  realizing or obtaining
payment of the  Collateral  or for the purpose of  preserving  any rights of the
Lender  and  the  Borrower  or  any  other  Persons  in  respect  thereof;  (iv)
responsible  for any  loss  occasioned  by any sale or  other  dealing  with the
Collateral  or by  the  retention  of or  failure  to  sell  or  otherwise  deal
therewith;  or (v) bound to protect the Collateral from depreciating in value or
becoming worthless.

     (4) All moneys from time to time received by the Lender or the receiver may
be  applied  in such a manner,  order  and  priority  as the  Lender in its sole
discretion may determine. If there shall be a


<PAGE>

                                      -10-



deficiency,  the Borrower shall remain liable for such  deficiency and shall pay
the amount of such deficiency to the Lender forthwith.

     Section 3.7  Standards  of Sale.  Without  prejudice  to the ability of the
Lender  to  dispose  of the  Collateral  in any  manner  which  is  commercially
reasonable,  the Borrower  acknowledges  that a disposition of Collateral by the
Lender  which  takes  place  substantially  in  accordance  with  the  following
provisions shall be deemed to be commercially reasonable:

     (a)  Collateral  may be disposed of in whole or in part  whether or not the
          Lender has taken possession thereof;

     (b)  Collateral  may be disposed  of by public  auction,  public  tender or
          private  contract,  with or without  advertising and without any other
          formality;

     (c)  any  purchaser  or  lessee of such  Collateral  may be a  customer  or
          related party of the Lender;

     (d)  a disposition  of Collateral may be on such terms and conditions as to
          credit,   deferred  payment  or  otherwise  as  the  Lender,   in  its
          discretion, may deem advantageous;

     (e)  the Lender may  establish  an upset or reserve bid or price in respect
          of the Collateral; and

     (f)  the  Lender  may  buy  in,  rescind  or  vary  any  contract  for  the
          disposition  of  Collateral  and may dispose of any  Collateral  again
          without  being  obligated  to  account  or answer for any gain or loss
          occasioned thereby.

     Section  3.8  Dealings by Third  Parties.  (1) No person  dealing  with the
Lender or its agent or a receiver shall be required (i) to determine whether the
Lien hereof has become  enforceable;  (ii) to determine whether the powers which
the Lender or such agent or  receiver on behalf of the Lender is  purporting  to
exercise have become  exercisable;  (iii) to determine whether any money remains
due to the Lender by the Borrower; (iv) to determine the necessity or expediency
of the stipulations  and conditions  subject to which any sale or lease shall be
made;  (v) to determine  the propriety or regularity of any sale or of any other
dealing by the Lender with the Collateral;  or (vi) to see to the application of
any money paid to the Lender.

     (2) Any  purchaser  of the  Collateral  from  the  Lender  shall  hold  the
Collateral  absolutely  free from any claim or right of whatever kind  including
any equity of redemption of the Borrower,  and the Borrower hereby  specifically
waives,  to the fullest extent  permitted by Law, as against any such purchaser,
all right of  redemption,  stay or  appraisal  which the Borrower now has or may
have under any rule of Law now  existing or  hereafter  adopted.  To the fullest
extent  permitted by Law, the  Borrower  waives all of the rights,  benefits and
protection  provided to it by any statute  which  imposes  limitations  upon the
rights, remedies or powers of a secured party.

                                   ARTICLE 4
                                     GENERAL

     Section 4.1  Discharge.  The Lien hereof shall be released  and  discharged
upon,  but only upon,  full  payment of the  Obligations  and at the request and
expense of the  Borrower.  The Lender shall execute and deliver to the Borrower,
at the request and expense of the Borrower,  such releases and discharges as the
Borrower may reasonably require.


<PAGE>

                                      -11-



     Section  4.2 No Merger,  etc.  No judgment  recovered  by the Lender  shall
operate by way of merger of or in any way affect  the Lien  hereof,  which is in
addition to and not in substitution for any other security now or hereafter held
by the Lender in respect of the Obligations.

     Section 4.3  Security  Additional.  The  Borrower  agrees that the security
interests  created by this  Security  Agreement  are in  addition  to and not in
substitution for any other security now or hereafter held by the Lender.

     Section 4.4  Realization.  The  Borrower  acknowledges  and agrees that the
Lender may realize upon various securities  securing the Obligations or any part
thereof in such order as it may be advised and any such realization by any means
upon any security or any part thereof  will not bar  realization  upon any other
security or the security hereby constituted or parts thereof.

     Section 4.5  Waivers,  etc. No  amendment,  consent or waiver by the Lender
shall be effective unless made in writing and signed by an authorized officer of
the Lender and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

     Section  4.6  Further  Assurances.  The  Borrower  shall from time to time,
whether  before or after the Lien hereof shall have become  enforceable,  do all
such  acts and  things  and  execute  and  deliver  all such  deeds,  transfers,
assignments and instruments as the Lender may reasonably  require for protecting
the  Collateral or  perfecting  the Lien hereof and for  exercising  all rights,
remedies,  powers, authorities and discretions hereby conferred upon the Lender,
and the  Borrower  shall,  from time to time  after the Lien  hereof  has become
enforceable, do all such acts and things and execute and deliver all such deeds,
transfers,   assignments   and   instruments  as  the  Lender  may  require  for
facilitating the sale of or other dealing with the Collateral in connection with
any realization thereof.

     Section  4.7  Notice.  All  notices,  requests,   demands,  directions  and
communications  (in this  Section  4.5,  "notices")  hereunder  shall be sent by
telex, facsimile or similar means of recorded communication or hand delivery and
shall be effective  when hand  delivered  or, in the case of  successful  telex,
facsimile or similar means of recorded communication, when received. All notices
shall be given to the respective  addresses on page 1 of this Security Agreement
or, in either case, in accordance with any unrevoked  written  direction as to a
change of address given in accordance with this Section 4.5.

     Section 4.8  Successors  and  Assigns.  This  Security  Agreement  shall be
binding upon the Borrower,  its successors  and assigns,  and shall enure to the
benefit of the Lender and its  successors  and  assigns.  The  Borrower  may not
assign or novate any of its rights or obligations under this Security  Agreement
without  the prior  written  consent  of the  Lender.  All  rights of the Lender
hereunder  shall  be  assignable  in  accordance  with the  terms of the  Credit
Agreement  and in any action  brought by an  assignee to enforce any such right,
the Borrower  shall not assert  against such assignee any claim or defence which
the Borrower now has or hereafter may have against the Lender.

     Section 4.9  Headings,  etc. The division of this Security  Agreement  into
sections and  subsections  and the insertion of headings are for  convenience of
reference only and shall not affect the construction or interpretation thereof.

     Section 4.10  Severability.  If and to the extent that any provision hereof
shall  conflict with any  mandatory  provision of the PPSA  (including,  without
limitation, an exclusion or purported exclusion of a duty or onus imposed by the
PPSA or a limitation  or purported  limitation of the liability of or the amount
of  damages  recoverable  from a person who has  failed to  discharge  a duty or
obligation imposed


<PAGE>

                                      -12-



by the PPSA),  such  provision of the PPSA shall govern.  The provisions of this
Security  Agreement  are  intended to be  severable.  If any  provision  of this
Security  Agreement  shall be deemed by any court of competent  jurisdiction  or
held  to be  invalid  or  void  or  unenforceable  in  whole  or in  part in any
jurisdiction,  such provision shall, as to such jurisdiction,  be ineffective to
the  extent  of  such  invalidity  or  unenforceability  without  in any  manner
affecting the validity or  enforceability  thereof in any other  jurisdiction or
the remaining provisions hereof in any jurisdiction.

     Section 4.11  Governing Law. This Security  Agreement  shall be governed by
and  construed in accordance  with the laws of the Province of British  Columbia
and of Canada  applicable  therein  and shall be  treated in all  respects  as a
British Columbia contract.

     Section 4.12 Incorporation of Schedules. Schedules A, B, C and D shall, for
all purposes hereof, form an integral part of this Security Agreement.

     Section 4.13 Conflict.  In the event of a conflict or inconsistency between
the  provisions  of this  Security  Agreement  and the  provisions of the Credit
Agreement, the provisions of the Credit Agreement shall prevail.

     Section 4.14 Acknowledgement of Receipt/Waiver.  The Borrower  acknowledges
receipt of an executed copy of this Security Agreement.  The Borrower waives, to
the  extent  permitted  by Law,  the right to  receive  a copy of any  financing
statement,  financing change statement or verification statement registered with
or issued by any personal property registry or other Official Body in connection
with this Security Agreement.

     IN WITNESS  WHEREOF the Borrower has duly executed this Security  Agreement
and  affixed  its  corporate  seal under the hands of its proper  officers  duly
authorized  in that  behalf for the  purpose  thereof as of the date first above
written.


                                        INFOWAVE SOFTWARE, INC.


                                        Per: ----------------------------------
                                                Authorized Signatory


                                        Per: ----------------------------------
                                                Authorized Signatory



<PAGE>

                                   SCHEDULE A

                                    INVENTORY

Nil



<PAGE>

                                   SCHEDULE B

                              SERIAL NUMBERED GOODS


Nil




<PAGE>

                                   SCHEDULE C

                              INTELLECTUAL PROPERTY


          TRADEMARKS, TRADEMARK REGISTRATIONS AND PENDING APPLICATIONS


REGISTERED TRADE-MARKS
----------------------



--------------------------------------------------------------------------------
Trade-mark:                I Design
Country:                   Canada
Registration No.:          527,301
Registration Date:         May 4, 2000

--------------------------------------------------------------------------------
Trade-mark:                I Design
Country:                   United States
Registration No.:          2,411,809
Registration Date:         Dec. 12, 2000

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE
Country:                   Canada
Registration No.:          441,677
Registration Date:         March 31, 1995

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE OFFICE ENABLER
Country:                   Canada
Registration No.:          496,520
Registration Date:         June 19, 1998

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE OFFICE ENABLER
Country:                   United States
Registration No.:          2,291,877
Registration Date:         November 16, 1999

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE WIRELESS ENABLER
Country:                   Canada
Registration No.:          507,188
Registration Date:         January 27, 1999

--------------------------------------------------------------------------------
Trade-mark:                infoWave Design
Country:                   United States
Registration No.:          2,301,202
Registration Date:         December 21, 1999

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



<PAGE>
                                      -2-



TRADE-MARK APPLICATIONS
-----------------------

--------------------------------------------------------------------------------
Trade-mark:                CRM2GO
Country:                   Canada
Serial No.:                1,045,777
Filing Date:               February 8, 2000

--------------------------------------------------------------------------------
Trade-mark:                SFA2GO
Country:                   Canada
Serial No.:                1,045,774
Filing Date:               February 8, 2000

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

Trade-mark:                INFOWAVE & CIRCLE WITHIN A CIRCLE DESIGN
Country:                   Canada
Serial No.:                1,084,735
Filing Date:               November 30, 2000

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

Trade-mark:                INFOWAVE & CIRCLE WITHIN A CIRCLE DESIGN
Country:                   United States
Serial No.:                76/218,583
Filing Date:               March 5, 2001

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

Trade-mark:                INFOWAVE WIRELESS ENABLER
Country:                   United States
Serial No.:                75/396,059
Filing Date:               November 25, 1997

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

Trade-mark:                INFOWAVE
Country:                   United States
Serial No.:                75/229,032
Filing Date:               January 21, 1997

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

Trade-mark:                SYMMETRY
Country:                   United States
Serial No.:                75/816,213
Filing Date:               Oct. 5, 1999

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   United States
Serial No.:                76/139,261
Filing Date:               October 3, 2000

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   Canada
Serial No.:                1,074,166
Filing Date:               September 8, 2000

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

<PAGE>

                                      -3-


--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE FOR THE NET
Country:                   United States
Serial No.:                75/803,984
Filing Date:               September 21, 1999

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

Trade-mark:                INFOWAVE FOR EXCHANGE
Country:                   United States
Serial No.:                75/803,983
Filing Date:               September 21, 1999

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   European Community (Austria, Belgium, Denmark,
                           Finland, France, Germany, Greece, Ireland, Italy,
                           Luxembourg, Netherlands, Portugal, Spain, Sweden and
                           United Kingdom).
Serial No.:                1,996,636
Filing Date:               November 29, 2000

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






<PAGE>

                                   SCHEDULE D

                PATENTS, PATENT APPLICATIONS, INDUSTRIAL DESIGNS
                       AND INDUSTRIAL DESIGN APPLICATIONS



Registrations
-------------

None

Applications
------------

       United States Patent Application No. 09/755,898 - Filing Date May 5, 2001
       Title:       METHOD, APPARATUS, SIGNALS AND MEDIA FOR PROVIDING CUSTOM
                    OUTPUT IN RESPONSE TO USER INPUT AND E-MAIL SYSTEM
                    EMPLOYING SAME
       Inventor:    Mark Miller Chesser
       Assignee:    Infowave Software, Inc.

       Canadian Patent Application No. 2,330,414 - Filing Date May 8, 2001
       Title:       METHOD, APPARATUS, SIGNALS AND MEDIA FOR PROVIDING CUSTOM
                    OUTPUT IN RESPONSE TO USER INPUT AND E-MAIL SYSTEM
                    EMPLOYING SAME
       Inventor:    Mark Miller Chesser
       Assignee:    Infowave Software, Inc.