EXHIBIT 10.24



April 16, 2001

Jeff Feinstein
3403 East Valley Street
Seattle, WA
98112

Dear Jeff,

I am pleased to present you with the following  employment offer, which includes
the attached employment agreement:

Initial Title and Assignment:  Vice President, Enterprise Sales reporting to
                               the Chief Executive Officer.

Base Rate of Compensation:     US $180,000 per year.

Performance Compensation:      You would be eligible to participate in our
                               current Commissions Compensation Plan.  A copy of
                               the current plan is attached. Initially, the
                               following annually prorated personal commission,
                               objectives and sales quota would apply:

                               Eligible Commission:  $200,000 at 100% of quota.

                               2001 Annual Sales Quota: $9,100,000 US funds
                               (Exclusive of OEM revenues where Infowave source
                               code is embedded in the OEM's product offering.
                               Intel is the only agreement in place that falls
                               into this category.  Reseller activities and
                               simple branding by partners such as Compaq are
                               not affected by this exclusion.)  This figure is
                               based on Audited Results.

                               The above quota is for 2001. The terms and
                               conditions of the Commission Compensation Plan
                               will be reviewed and the quota determined on an
                               annual basis January of each year.

Option Shares:                 You will be granted 240,000 common shares of the
                               Company exercisable at a price to be determined
                               in compliance with the policies of the Toronto
                               Stock Exchange (the closing price the day prior
                               to your start date).

                               Of those 240,000 common shares, 140,000 will vest
                               (i.e. become exercisable) as to 1/4 of the
                               options one year from the date of commencement of
                               employment, and at a rate of 1/12th of the
                               remaining options each three months thereafter so
                               that all such options will be vested over four
                               years.


<PAGE>

                               The remaining 100,000 options will be based on
                               performance (audited results) and will either
                               vest immediately or be added to the  regular,
                               four year vesting schedule. A maximum of 50,000
                               options per year, based on any commissions above
                               100% of quota.
                               Ie. 0% Above Quarterly Quota = 12,500 Options/
                               Quarter vest as per regular 4 year schedule.
                                   25% Above  Quarterly Quota = 3,125 Options/
                               Quarter vest immediately - remainder vest as per
                               the regular 4 year schedule.
                                   50% Above Quarterly Quota = 6,250 Options/
                               Quarter vest immediately - remainder vest as per
                               the regular 4 year schedule.
                                   75% Above Quarterly Quota = 9,375 Options/
                               Quarter vest immediately - remainder vest as per
                               the regular 4 year schedule.
                                   100% Above Quarterly Quota = 12,500 Options/
                               Quarter vest immediately - remainder vest as per
                               the regular 4 year schedule.

                               Any reloads granted will be based on our reload
                               policy.

                               The grant of the option provided within this
                               offer letter is subject to regulatory, and, if
                               necessary, shareholder approval.  The option
                               granted within this offer letter may not be
                               exercised until all regulatory and shareholder
                               pprovals have been obtained. Should the company
                               be sold, acquired and/or otherwise merged, all
                               options shall vest immediately.  This is also
                               subject to regulatory approval, at the time of
                               such an event.

Initial Performance Review:    Generally, performance reviews are conducted
                               approximately 6 months from start date.
                               Performance reviews are also generally conducted
                               on an annual basis.

Start Date:                    April 30, 2001.

                               The week of April 30th, will be spent in
                               Vancouver followed by some time in our Seattle
                               Office. Schedule to be determined at a later
                               date.

Benefits:                      A current "Summary of Benefits" sheet is enclosed
                               for your review. You will be eligible for company
                               benefits that are generally available to company
                               employees in similar positions, subject to the
                               eligibility requirements of the specific benefit
                               arrangements.  Please review the relevant company
                               policies and/or plan documents for details
                               regarding current benefits, including eligibility
                               requirements. Please note that the company may
                               modify or eliminate specific benefits from time
                               to time. Insurance premiums for you and your
                               dependents will be 100% paid and the waiting
                               period will be waived.

Vacation Benefits:             As an exception to our vacation policy, you will
                               accrue vacation at a rate of 1.67 days per month
                               - or 20 days per year.

Employment References:         This offer is subject to favorable references
                               regarding your past employment.

Termination:                   Should you be terminated without cause, you will
                               be given 6 months severance.  The severance will
                               be calculated from your base salary, and base
                               stock options (240,000).


                                      -2-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>

Confidentiality:               You will appreciate that details of all
                               components of your compensation package will be
                               held in strictest confidence.  Confidentiality
                               concerning all salary issues is a condition of
                               your employment with Infowave.

All company policies and benefits,  including those used above, may be modified,
eliminated,  or  otherwise  changed by the Company at any time in the  company's
sole discretion.

Your position,  like others with the Company, is at will. This means that either
you or the Company may terminate this  employment  relationship at any time with
or without  cause and with or without  advance  notice.  The at will  employment
relationship  may  not be  modified  except  in  writing  signed  by you and the
President  that  states a  specific  intent  to modify  your at will  employment
status.

If  you  have  any  questions  about  this  offer,   please  contact  myself  at
425-806-3165.



If you accept  this job offer,  please  sign both  copies of this letter and the
employment  agreement  attached in the designated spaces and return one original
copy of each to Ariane  Laird or Lisa  Price by April  19,  2001.  The  attached
employment  agreement  is a  condition  of  employment  with the  Company.  This
employment offer expires on April 19, 2001.

I am looking forward to the prospect of you joining Infowave. We look forward to
working with you.

Best regards
Infowave USA, Inc.


Thomas Koll
Chief Executive Officer

         ----------------------------------
         Jeff Feinstein

         ----------------------------------
         Date












                                      -3-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>

Commissions Plan:
-----------------
Eligibility
As established by the Compensation Committee and the following criteria:
|X|  Full time regular employee.
|X|  If hired  after Jan 01, all  calculations  are  prorated  unless  otherwise
     stated.

Calculation period
|X|  January 01 through December 31, 2001.

Sales Commissions Calculation:
------------------------------
o    $40,000 of your Eligible Commission is guaranteed. ($10,000 per quarter.)

     Payment will be calculated as follows, for the full amount:
     -----------------------------------------------------------
o    Payment based on achieving individual quarterly sales targets.
o    Payment will be made on a quarterly basis.
o    Payment will be proportional to the percentage of quarter achieved.
o    If quarterly target is not reached, $10,000 per quarter is guaranteed.
o    Once  you've  achieved  100% of plan  you'll be paid 2.5% for every  dollar
     above quota of revenues net of hardware COGS.
o    The annual quota will not be prorated.
o    All figures are based on Audited Results.

Quarterly Sales Targets:
------------------------
Q1 = N/A
Q2 = $1,200,000
Q3 = $3,000,000
Q4 = $4,900,000

This  commissions plan may be altered in the case of unusual  circumstances  and
sales.  Unique situations will be dealt with on a case-by-case  basis. This plan
is subject to change at any time.





                                      -4-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>


                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT   AGREEMENT   ("Agreement")   is  made  this  ___  day  of
___________,  2001,  between Infowave USA, Inc.  ("INFOWAVE") and Jeff Feinstein
("Employee").   In  consideration  of  Employee's  employment  and/or  continued
employment by INFOWAVE, Employee and INFOWAVE agree as follows:

1.   Best  Efforts/Conflicting  Interests.  Employee agrees to devote Employee's
best skill and efforts to furthering  the interests of INFOWAVE.  While employed
with INFOWAVE,  Employee agrees that Employee will not,  directly or indirectly,
engage in any  activity  that:  (a)  conflicts  with the  business  interests of
INFOWAVE or its Affiliates; (b) occupies Employee's attention so as to interfere
with the proper and efficient performance of Employee's duties at INFOWAVE;  (c)
interferes  with the independent  exercise of Employee's  judgment in INFOWAVE's
best interests;  or (d) involves Employee having or maintaining an interest in a
business or activity that is in competition  with the business of INFOWAVE.  For
purposes of this Agreement,  the term  "Affiliates"  means any entity  currently
existing  or  subsequently  formed  that  directly or  indirectly  controls,  is
controlled  by or is under common  control with  INFOWAVE,  whether by contract,
through the ownership of voting securities or otherwise,  including specifically
Infowave Software, Inc.

2.   Duties, Compensation, and Benefits.

     2.1  Employee  will hold the position and discharge the duties as set forth
in Employee's initial letter of engagement, and all other duties and/or position
titles assigned to Employee by INFOWAVE from time to time.  Employee's title and
duties are subject to change at the  discretion  of INFOWAVE.  Employee  further
agrees to comply with  INFOWAVE's  rules and  personnel  policies as they may be
modified from time to time.

     2.2  Employee  agrees to  accept  the gross  compensation  (less  usual and
customary  withholdings) as set forth in Employee's initial letter of engagement
for all services  performed  under this  Agreement,  which  compensation  may be
adjusted by INFOWAVE from time to time.

     2.3  Employee  understands  that  Employee  may  participate  in the  group
benefit plans  adopted by INFOWAVE,  subject to the terms of the group plans and
eligibility.  INFOWAVE may modify or eliminate  any benefit plans at any time in
its sole discretion. Employee shall be entitled to vacation periods in line with
the policies of INFOWAVE applicable to all employees,  provided,  however,  that
Employee  shall in any  event be  entitled  after  one year of  employment  to a
minimum paid  vacation of two weeks in any  calendar  year while  employed  with
INFOWAVE.

3.   Nondisclosure.  Employee  acknowledges  that in the  course  of  Employee's
employment with INFOWAVE,  Employee has received or generated and/or may receive
or generate (a)  confidential  and  proprietary  information  of INFOWAVE or its
Affiliates,  including but not limited to information,  whether or not marked or
otherwise  designated as confidential,  regarding its business plans,  marketing
and sales data and plans,  pricing  information,  suppliers,  customer lists and
information,  equipment data, operational data, personnel information, concepts,
techniques,   processes,  methods,  designs,  circuits,   technology,   computer
programs, formulas, development or experimental work, and any trade secrets, and
(b)  information  received by INFOWAVE or its Affiliates from third parties that
INFOWAVE or its  Affiliates  are obligated to keep  confidential  (collectively,
"Confidential  Information").  Except as required by Employee's  employment with
INFOWAVE,  Employee  will  not at any  time  during  his  or her  employment  by
INFOWAVE,  or at any time thereafter,  directly,  indirectly or otherwise,  use,
communicate, disclose, disseminate, lecture upon or publish articles relating to
the  Confidential  Information  without the prior  written  consent of INFOWAVE.
Further, Employee will not use any Confidential Information received by INFOWAVE
from a third  party  in any  manner  inconsistent  with  any  agreement  between
INFOWAVE and such third party of which Employee is made aware. Employee will not
remove any Confidential Information from the workplace premises unless permitted
by  INFOWAVE.   If  Employee  has  any  questions  as  to  what  comprises  such
Confidential Information, Employee will consult with Manager, Human Resources of
INFOWAVE.



                                      -5-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>


4.   Return of INFOWAVE  Property.  Employee  acknowledges  that all  memoranda,
notes, documents, drawings, specifications,  software, media and other materials
containing any Confidential  Information are the exclusive property of INFOWAVE,
including  any copies  thereof,  and Employee  will deliver to INFOWAVE all such
material in Employee's  possession or control upon INFOWAVE's request and in any
event upon the termination of Employee's employment with INFOWAVE. Employee will
also  return  any keys,  equipment,  identification  or credit  cards,  or other
property  belonging to INFOWAVE or its Affiliates  upon  termination or request.
Employee  further  agrees that if INFOWAVE  advances or loans Employee any money
during the course of his or her  employment,  upon  termination  Employee  shall
immediately  repay INFOWAVE in full or  alternatively  execute a promissory note
for the  balance,  providing  for the  remaining  payment  due within 60 days of
Employee's  termination of employment  with INFOWAVE.  Nothing in this provision
shall preclude INFOWAVE from requiring the execution of a promissory note at the
time of any advance or loan.

5.   Inventions.

     5.1  Employee understands and agrees that all Confidential  Information and
Inventions developed,  created, conceived of or reduced to practice by Employee,
alone or with others, during Employee's employment with INFOWAVE, whether or not
during working hours,  are the exclusive  property of INFOWAVE.  As used in this
Agreement,  "Inventions"  shall include without  limitation ideas,  discoveries,
developments,    concepts,   inventions,    trademarks,   know-how,   processes,
improvements to existing processes,  products,  formulas and techniques, and all
other matters ordinarily intended by the words "intellectual  property," whether
or not  patentable,  copyrightable,  or  otherwise  able  to be  registered.  In
recognition of INFOWAVE's  ownership of all such Inventions,  Employee will make
prompt and full disclosure to INFOWAVE,  will hold in trust for the sole benefit
of INFOWAVE, and hereby assigns exclusively to INFOWAVE all of Employee's right,
title,  and interest in and to any and all Inventions  that Employee,  solely or
jointly,  may  conceive,  develop,  or reduce to  practice  during the period of
Employee's employment by INFOWAVE.

     5.2  All works of authorship  created by Employee and made within the scope
of  employment  are "works made for hire" under the copyright  laws;  otherwise,
Employee  hereby  irrevocably  assigns and conveys  all such  rights,  title and
interests to INFOWAVE subject to no liens,  claims or reserved rights.  Employee
hereby  waives any and all "moral  rights" that may be  applicable to any of the
foregoing,  for any and all  uses,  alterations,  and  exploitation  thereof  by
INFOWAVE, or its Affiliates, or their successors, assignees or licensees. To the
extent  that such  "moral  rights"  may not be waived  in  accordance  with law,
Employee agrees not to bring any claims, actions or litigation against INFOWAVE,
or its Affiliates, or their successors,  assignees or licensees,  based on or to
enforce such rights.  Without  limiting the preceding,  Employee agrees that the
Company may in its discretion edit, modify,  recast,  destroy,  use, and promote
any such inventions,  ideas or works, and derivatives  thereof,  with or without
the use of Employee's name or image.

     5.3  Employee  hereby waives and  quitclaims to INFOWAVE any and all claims
of  any  nature   whatsoever  that  Employee  now  or  hereafter  may  have  for
infringement  of any patent or  patents  from any  patent  applications  for any
Inventions  assigned  to  INFOWAVE.  Employee  agrees to sign  applications  for
patents,  assignments,  and other  papers,  and do such things as  INFOWAVE  may
require for establishing and protecting its ownership in any INFOWAVE Inventions
and to carry out the intent and  purpose of this  Agreement,  during  Employee's
employment or  thereafter.  If Employee  fails to execute such documents for any
reason,  Employee  hereby  irrevocably  appoints  INFOWAVE  and its officers and
agents as Employee's  agent and  attorney-in-fact  to execute such  documents on
Employee's behalf.




                                      -6-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>

6.   Exclusions and Prior Inventions.

     6.1  NOTICE:  Employee  understands  that  Employee's  obligation to assign
Inventions  shall not apply to any Inventions for which no equipment,  supplies,
facilities,  or  trade  secret  information  of  INFOWAVE  was used and that was
developed  entirely on Employee's own time, unless (a) the Invention relates (i)
directly  to  the  business  of  INFOWAVE,  or  (ii)  to  INFOWAVE's  actual  or
demonstrably  anticipated research or development,  or (b) the Invention results
from any work performed by Employee for INFOWAVE.

     6.2  Employee  agrees that Exhibit A to this Agreement lists all Inventions
belonging to Employee that Employee  wishes to have excluded from this Agreement
because  they have been made by Employee  prior to  Employee's  employment  with
INFOWAVE and have not been assigned or licensed to INFOWAVE through the terms of
another  agreement  or  arrangement.  If no  such  list  is  attached,  Employee
represents and warrants that there are no such Inventions.  If during Employee's
employment  with  INFOWAVE,  Employee  incorporates  into an  INFOWAVE  product,
process,  or machine,  or otherwise  uses an  Invention  owned by Employee or in
which  Employee has any interest,  INFOWAVE is hereby granted and shall have, to
the  full  extent  of  Employee's   ownership  or  interest,   a   royalty-free,
irrevocable,  worldwide  license  to make,  have  made,  use,  sell,  reproduce,
distribute, make derivative works from, and publicly perform and display, and to
sublicense  any and  all of the  foregoing  rights  to  that  Invention  without
restriction.  Employee represents that Employee has the full and exclusive right
and  power to grant to  Employer  all of the  foregoing  license  rights  to all
applicable  Inventions,  and that Employer's use of any such Inventions will not
violate any copyright,  trade secret,  or other  proprietary  right of any third
party. Employee further agrees to indemnify,  pay the defense costs of, and hold
Employer  harmless  from  any  damages  or loss  arising  from a  breach  of the
foregoing representation.

7.   Noncompetition and Nonsolicitation.

     7.1  Employee  acknowledges  and agrees that due to the world-wide scope of
INFOWAVE's   business   and   clients,   a   territorial   restriction   on  the
non-competition  and nonsoliciation  covenants contained in this Agreement would
be  meaningless.  Accordingly,  Employee agrees that the absence of any specific
territorial  limitation in the  non-competition  and  nonsolicitation  covenants
contained in this  Agreement is reasonable  and shall not be deemed a ground for
invalidating said covenants.

     7.2  During Employee's employment with INFOWAVE,  and for a period expiring
one (1) year after the  termination  of  Employee's  employment  for any reason,
Employee shall not:

          (a)  directly, indirectly, or otherwise, (i) engage in any Competitive
Acts with any client of INFOWAVE  with whom  Employee  maintained  any  business
related  contact  at any time  during  the two  years  prior to  termination  of
employment;  (ii)  engage in any  Competitive  Acts with any  product or service
vendor with whom INFOWAVE has a business relationship and with whom the Employee
maintained any business  related  contact at any time during the two years prior
to  termination  of employment;  (iii) engage in any  Competitive  Acts with any
entity or  individual  to whom the Employee  submitted  proposals  for products,
services or  processes  of  INFOWAVE on behalf of INFOWAVE  during the two years
prior to termination of employment;  (iv) engage in any Competitive  Acts for or
on behalf of the Employee or any other person or business  entity that  competes
with the Employer; and/or (v) engage in the development, marketing or selling of
- or assist others to develop, market or sell - any product,  process or service
that is competitive with any of INFOWAVE's products, processes or services (both
those  existing  during his employment and those that are planned for the future
and of which the Employee  learns during his  employment).  For purposes of this
subparagraph,  "Competitive Acts" shall mean: (i) the development,  marketing or
selling  of - or  assisting  others to  develop,  market or sell - any  product,
process, or service that is competitive with the products, processes or services
of INFOWAVE (both those existing during Employee's employment and those that are
planned for the future and of which Employee learns during his employment)  that
Employee developed, marketed, sold, or had supervision over during the two years
prior to termination of employment with INFOWAVE  and/or (ii) the  solicitation,
directly  or  indirectly,  of  INFOWAVE's  clients  or known  prospects  for the
purposes of developing,  marketing or selling products,  processes,  or services
that compete with those of INFOWAVE.  It is  understood  that  Employee will not
disclose any Confidential Information subsequent to Employee's employment in any
manner whatsoever;



                                      -7-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>

          (b)  hire, offer to hire,  entice away or in any other manner persuade
or attempt to persuade any officer,  employee or agent of INFOWAVE or any of its
Affiliates to alter or discontinue Employee's  relationship with INFOWAVE or its
Affiliate or to do any act that is  inconsistent  with the interests of INFOWAVE
or any of its Affiliates;

          (c)  directly or indirectly  solicit,  divert,  or in any other manner
persuade  or  attempt  to  persuade  any  supplier  of  INFOWAVE  or  any of its
Affiliates to alter or discontinue its relationship  with INFOWAVE or any of its
Affiliates; or

          (d)  directly or indirectly  solicit,  divert, take away or attempt to
solicit, divert or take away any customers or business of INFOWAVE or any of its
Affiliates.

     7.3  Employee shall inform the Manager,  Human Resources of INFOWAVE of any
business  activities or employment in which  Employee  intends to become engaged
during the period of Employee's obligations under this Section 7.

     7.4  The Employer and the Employee  agree that the  limitation  periods for
the restrictions  contained herein shall be tolled for the length of time during
any period in which any of the restrictions are violated.

     7.5  During  Employee's  employment  with INFOWAVE,  Employee agrees not to
engage or  participate  in any manner in any  business  undertaking  without the
prior written consent of INFOWAVE, except for passive investments in shares of a
company listed on a stock exchange, provided that Employee's holding in any such
company  does not exceed  five  percent  (5%) of its issued  share  capital  and
further  provided that such ownership  complies with INFOWAVE's  policies as the
same are in effect from time to time.

     7.6  INFOWAVE and Employee  agree that the  provisions of this Section 7 do
not impose an undue  hardship on Employee  and are not  injurious to the public;
that this  provision  is  necessary  to protect the business of INFOWAVE and its
Affiliates;  that the nature of Employee's  responsibilities with INFOWAVE under
this Agreement require Employee to have access to Confidential  Information that
is valuable and confidential to INFOWAVE and its Affiliates; that INFOWAVE would
not employ  Employee if Employee did not agree to the provisions of this Section
7; that the scope of this  Section 7 is  reasonable  in terms of length of time;
that the geographic scope of this Section 7 is reasonable, especially in view of
the fact that INFOWAVE and its Affiliates are engaged in operations all over the
world, and that much of its business involves users of the World Wide Web, which
is accessed all over the world;  and that adequate  consideration  supports this
Section 7. In the event that a Court determines that the  geographical  scope of
this provision in unreasonably broad or the length of time is unreasonably long,
Employee  agrees  that such Court  should  narrow such  provision  to the extent
necessary to make it  reasonable  and enforce the  provision  as narrowed.  This
Section 7 does not limit any duties,  responsibilities  or obligations  that the
employee may have nor any right of the employer under applicable law.

8.   Use of Third Party  Information.  Employee  represents  and  warrants  that
Employee will not, during Employee's  employment with INFOWAVE and in the course
of carrying out Employee's  responsibilities to INFOWAVE,  make any improper use
or disclosure of  information  to which any third party has a rightful  claim of
ownership or which is subject to an ongoing obligation of confidentiality to any
third party, particularly any of Employee's prior employers.

9.   Term of  Employment/Termination.  Employee understands that employment with
INFOWAVE is a voluntary,  at-will  relationship  for no specific length of time.
Employee is free to resign Employee's employment at any time, without any reason
or providing any notice. Likewise,  INFOWAVE may terminate Employee's employment
at any time, with or without cause,  and with or without  notice.  Employee also
acknowledges that any representations to the contrary,  whether written, verbal,
or implied by any  INFOWAVE  conduct or  practice,  are  unauthorized  and void,
unless contained in a formal written employment contract signed by an authorized
officer of INFOWAVE and Employee.  Except as otherwise  noted in this Agreement,
Employee shall not be entitled to any



                                      -8-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.
<PAGE>


further  compensation or benefits,  other than  compensation  earned through the
termination  date of Employee's  employment,  accrued unused vacation and vested
benefits, if any exist, regardless of the reason for termination.

10.  Severability.  If any  portion of this  Agreement  is held to be invalid or
unenforceable,  the remaining  covenants and  restrictions  or portions  thereof
shall remain in full force and effect, and if the invalidity or unenforceability
is due to the unreasonableness of time or scope, such covenants and restrictions
shall be effective  for such period of time and scope as may be determined to be
reasonable by a court of competent jurisdiction.

11.  Complete Agreement. This Agreement, together with any attachments, contains
the entire  agreement of the parties as to the subject  matter of this Agreement
and  supersedes  any prior or  contemporaneous  agreements  with  respect to the
subject  matter  hereof.  This  Agreement  may be altered or modified  only by a
writing signed by both parties.

12.  Survival.  Sections  3, 4, 5, 6, 7, 10,  11,  12, 13, 14, 15, 17, 18 and 19
survive any termination of this Agreement or Employee's employment  relationship
with INFOWAVE.

13.  Nonwaiver.  Failure of  INFOWAVE to insist  upon  strict  adherence  to any
provision  of  this  agreement  or to  enforce  any  provision,  on one or  more
occasions,  shall  not be deemed  to be a waiver  of its  right to  enforce  any
provision in the future.

14.  Employee's  Recognition of Agreement.  Employee  acknowledges that Employee
has read and  understood  this Agreement and agrees that its terms are necessary
for the  reasonable  and  proper  protection  of  INFOWAVE'  business.  Employee
acknowledges  that  Employee  has been  advised by  INFOWAVE  that  Employee  is
entitled to have this Agreement reviewed by an attorney of his or her selection,
at Employee's expense, prior to signing, and that Employee has either done so or
elected to forgo that right.

15.  Affiliates.  Affiliates  of  INFOWAVE  shall have the right to enforce  the
terms of this Agreement.

16.  Assignment.  Employee  agrees  that  INFOWAVE  may assign all of its rights
under  this   Agreement,   including   its  rights  under  Section  7  regarding
non-competition. Employee may not assign any rights under this Agreement without
the written permission of INFOWAVE. This Agreement is binding upon and inures to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators, successors and assigns.

17.  Remedies. Employee understands and agrees that any breach of Sections 3, 4,
5, 6 or 7 of this  Agreement  may  cause  irreparable  harm to  INFOWAVE  or its
Affiliates  for which there may not be an adequate  remedy at law.  Accordingly,
Employee agrees that in the actual or threatened breach of any of such Sections,
INFOWAVE  shall be entitled  to  injunctive  relief,  in addition to any and all
other remedies available to INFOWAVE under law and equity.

18.  Governing Law; Consent to Jurisdiction. This Agreement shall be governed by
the  laws of the  State  of  Washington.  The  parties  hereby  irrevocably  and
unconditionally  submit  in any  legal  action or  proceeding  relating  to this
Agreement to the non-exclusive  general  jurisdiction of the courts of the State
of Washington located in King County and the courts of the United States located
in the Western  District of  Washington  and, in any such action or  proceeding,
consent to  jurisdiction  in such courts and waive any objection to the venue in
any such court.

DATED: -------------, 2001.


Jeff Feinstein                         INFOWAVE


--------------------------------       --------------------------------
(Signature)                            Thomas Koll

--------------------------------      --
(Print Name)



                                      -9-
            Jeff Feistein -- Employment Agreement -- April 30, 2001.

<PAGE>


                                    Exhibit A

                                Prior Inventions

     The  following is a list of  Inventions  relevant to the subject  matter of
Employee's  employment  by INFOWAVE  that have been made or  conceived  or first
reduced to practice by Employee alone or jointly with others prior to Employee's
employment by INFOWAVE that Employee  desires to clarify are not subject to this
Agreement.

               ---     No Inventions

               ---     See below:







               ---     Additional sheets attached

               ---     Confidentiality obligations exist with respect to certain
prior  inventions,  and  Employee  has not listed all Prior  Inventions  on this
Exhibit A for that reason.



                                             -------------------------------
                                             Signature

                                             -------------------------------
                                             Name (Print)