EXHIBIT 10.1


May 8, 2000

Infowave Software, Inc.
4664 Lougheed Highway, Suite 188
Burnaby, B.C.
V5C 5T5

Attention:  Mr. Jim McIntosh

Dear Sirs:

                           Re: Infowave Software, Inc.

On behalf of a management group  consisting of the undersigned  Robert Heath and
Kevin Jampole (the "Acquisition  Group" or "Purchaser") we are pleased to submit
this proposal (the "Transaction Proposal") for the acquisition of the assets and
intellectual  property of the  Imaging  Division  (the  "Imaging  Division")  of
Infowave Software,  Inc.  ("Infowave" or the "Vendor") which acquisition will be
made by an entity to be incorporated by the Acquisition  Group  ("Holdco").  The
assets of the Division  include 100% of all accounts  receivables,  inventories,
prepaids,  capital  assets,  trade  payables,  all  leases of real and  personal
property,  all outstanding licenses and agreements with third parties pertaining
to the intellectual  property,  and all other accrued obligations or liabilities
under any of the forgoing  (collectively the " Assets").  Intellectual  Property
includes  know-how,   trademarks,   patents,   software  and  goodwill  used  in
association with the Imaging Division (the "Intellectual Property").

The agreement of all parties to the business  terms set out in this  Transaction
Proposal will form the basis of our progression to the negotiation and execution
of a binding agreement  ("Definitive  Agreement").  All the parties named herein
will exert good faith  efforts to enter into a mutually  agreed upon  Definitive
Agreement  within a reasonable time frame,  however the parties hereto expressly
waive any  obligations,  express or implied by  applicable  law  relative to the
bargaining process.

The  Acquisition  Group  is  keenly  interested  in  consummating  the  Proposed
Transaction subject to the following terms and conditions:

1.   Purchase Price.

     The  Acquisition  Group will pay a total  purchase  amount  (the  "Purchase
     Price") equal to the following for 100% of the Assets and the  Intellectual
     Property:

     (a)  the net book value of the Assets and  Intellectual  Property  based on
          the net book value of the Assets and Intellectual Property at the time
          of closing,  as  determined  in  accordance  with  Canadian  generally
          accepted accounting principles ("GAAP") INCLUDING ANY WRITEDOWN OF THE
          VALUE OF ASSETS AS  MUTUALLY  AGREED BY THE  PARTIES;  [ADDED  TEXT IN
          CAPS] and

    (b)   [(b) DELETED FROM ORIGINAL]

     In  addition,  the  Acquisition  Group will assume all  liabilities  of the
     Division arising, whether under assigned contracts or otherwise,  after the
     time of closing.

2.   Payment of Purchase Price.

     (a)  The  Purchase  Price  will be paid by the  Purchaser  to  Infowave  as
          follows:

          (i)       Cash of $0.5 Million payable on closing from the Acquisition
                    Group.

          (ii)      The  balance  of  the  Purchase  Price  (the  "Balance")  as
                    calculated  on the  Closing  Date will be paid in  quarterly
                    installments equaling 5% of total net revenues



<PAGE>

                    accruing  from the  Intellectual  Property in each  calendar
                    quarter beginning in the fourth calendar quarter of the year
                    2000.  The  payments  will be due and payable from Holdco to
                    Infowave  on  the  last  day  of the  month  following  each
                    calendar  quarter.  The first payment will be due on January
                    31,  2001.  The  Balance  plus  accrued  interest is due and
                    payable in full by September  30, 2003.  The Balance will be
                    evidenced by a promissory note issued by Holdco.

          (iii)     The promissory note for the Balance shall be secured against
                    the  Intellectual  Property  and  the  Assets  provided  the
                    security  granted  to  Infowave  over the  Assets  will be a
                    floating  second charge  subordinate to any credit  facility
                    that may be put in place by Holdco  to  secure an  operating
                    line of credit with a financial institution.

          (iv)      IF Holdco OBTAINS  FINANCING FROM A JCP [will endeavor to go
                    public  (whether  by public  offering,  reverse  takeover or
                    otherwise)  as soon as possible  after  closing  and] HOLDCO
                    will  pre-pay  80% OF  FUNDS  OBTAINED  FROM  THE  JCP  [the
                    proceeds of the going public  transaction,  including  funds
                    available from the treasury of the public  entity,]  against
                    the Balance on closing of the going public  transaction to a
                    minimum of $400,000.  [ADDED TEXT IN CAPS;  TEXT IN BRACKETS
                    DELETED FROM ORIGINAL]

          (V)       HOLDCO WILL USE 50% OF ANY OTHER EQUITY PLACEMENTS  (PRIVATE
                    OR  PUBLIC)  TOWARDS  FURTHER  PRE-PAYMENT  OF THE  BALANCE.
                    [ADDED TEXT IN CAPS]

          (vi)      The Balance will accrue interest at the annual rate of seven
                    (7%)  percent  per  annum  commencing  January  1,  2001 and
                    compound annually thereafter.

          (vii)     Each member of the  Acquisition  Group agrees to pre-pay the
                    Balance  using any  proceeds  of sale of shares of  Infowave
                    acquired as  contemplated  in Section  2(b)(ii)  below.  The
                    Acquisition  Group and  Infowave  will  agree on a  mutually
                    acceptable   structure  to  ensure   compliance   with  such
                    agreement.

     (b)  To assist the  Acquisition  Group in funding the Purchase  Price,  the
          Acquisition Group requires the following:

          (i)       The Acquisition  Group must have the ability to pay the $0.5
                    million cash payment due on Closing  [immediately  following
                    the Definitive Agreement]. It is understood that each member
                    of the  Acquisition  Group  is  permitted  to fund  the cash
                    payment by THE  FORWARD  VESTING OF A  PRESCRIBED  NUMBER OF
                    SHARE OPTIONS AND THEN  exercising  SUCH OPTIONS and selling
                    [unvested]  THE SUBJECT  Infowave  SHARES  PROVIDED THAT ALL
                    PROCEEDS  OF THE SALE OF SUCH  SHARES  SHALL BE  IMMEDIATELY
                    PAID  TO  INFOWAVE  AS  THE  INITIAL  CASH  PAYMENT   [stock
                    options].  It is  further  understood  that the  Acquisition
                    Group may choose to initially use alternate funding sources.
                    SHOULD THE ACQUISITION  GROUP OBTAIN AN ALTERNATE  SOURCE TO
                    FUND THE INITIAL CASH PAYMENT AND,  [Therefore]  at any time
                    during the period that the Balance is outstanding,  SHOULD A
                    [each] member of the Acquisition Group ELECT TO EXERCIZE HIS
                    RIGHT TO APPLY THE  PROCEEDS OF THE SALE OF INFOWAVE  SHARES
                    TO PAY AN $250,000.00 INSTALLMENT ON ACCOUNT OF THE BALANCE,
                    SUCH  MEMBER will be allowed to vest  forward  and  exercise
                    sufficient  options and sell enough shares acquired  thereby
                    to cover THAT [an] individual  contribution of $250,000 (net
                    of applicable  personal tax).  [ADDED TEXT IN CAPS;  TEXT IN
                    BRACKETS DELETED FROM ORIGINAL]

        [(ii)       Infowave stock options that have been granted to each member
                    of the  Acquisition  Group that  remain  unvested  after the
                    promissory note has been paid will immediately vest and must
                    be exercised  within 30 days or they will  expire.] [TEXT IN
                    BRACKET DELETED FROM ORIGINAL]

          (ii)      Each  member of the  Acquisition  Group  will  enter  into a
                    Consulting  Agreement  with  Infowave to provide  consulting
                    services on an as needed  basis which  Consulting  Agreement
                    will be subject to automatic termination in the event of the
                    bankruptcy or other  insolvency of Holdco or the  individual
                    entering into such Consulting Agreement. In consideration of
                    the individual entering into a Consulting Agreement, and for
                    as long as the Consulting  Agreement remains in effect, such
                    individual will retain  entitlement to any options presently
                    held by him in  accordance  with the  Infowave  Share Option
                    Plan (as  summarized in Schedule A attached  hereto).  Those
                    options  shall be subject to the  interest of  Infowave  (as
                    contemplated  in  Section  2(a)(vi)  above)  and  should the
                    individual of the  Acquisition  Group elect to exercise such
                    options  when  vested  and sell  the  optioned  shares,  the
                    proceeds of the disposition of the shares (net of applicable
                    personal  tax) shall be payable to Infowave as a pre-payment
                    against the Balance then outstanding.

          (iii)     INFOWAVE STOCK OPTIONS THAT HAVE BEEN GRANTED TO EACH MEMBER
                    OF THE  ACQUISITION  GROUP THAT  REMAIN  UNVESTED  AFTER THE
                    PROMISSORY NOTE HAS BEEN PAID WILL IMMEDIATELY VEST AND MUST
                    BE EXERCISED WITHIN 30 DAYS OR THEY WILL EXPIRE. [ADDED TEXT
                    IN CAPS]




<PAGE>


3.   Conditions.

     The proposed transaction is subject to:

     (a)  a mutually agreed upon downsizing and severance  arrangement being put
          in  place,  the cost of which  shall be borne by the  Vendor  provided
          Holdco  covenants to offer  employment  to a designated  number of the
          present  employees  (to be agreed upon by the  parties) of the Imaging
          Division  upon  the  individuals  existing  terms  and  conditions  of
          employment  including  recognition  of the  length of  service of such
          individuals;

     (b)  the  Acquisition  Group,  Holdco  and the  Vendor  entering  into  the
          Definitive Agreement;

     (c)  receipt  of any  regulatory  or  governmental  approvals  that  may be
          required; and

     (d)  the  approval of the  shareholders  and/or the board of  directors  of
          Infowave as required.

4.   Infowave Board Approval.

     This  Transaction  Proposal is open to acceptance  by  Infowave's  Board of
     Directors, expected no later than Monday May 8, 2000.

5.   Timing.

     Both parties agree to devote the resources  required to negotiate and enter
     into the  Definitive  Agreement  and  complete the  acquisition  as soon as
     practical  after  receiving  approval by Infowave's  Board of Directors and
     completion of the downsizing  program.  The target closing date is June 30,
     2000.

6.   Expenses.

     Whether the Proposed  Transaction is  consummated or not,  Infowave and the
     Acquisition  Group agree that each will be responsible for its own expenses
     incurred in connection  with the Proposed  Transaction,  including  without
     limitation,  legal and accounting  expenses.  Any expenses related to third
     party auditors required in making the determinations  required in Section 1
     shall be paid equally by Infowave and the Acquisition Group.

7.   Confidentiality.

     Infowave and the Acquisition  Group acknowledge and agree that the contents
     of this letter are  confidential  and are intended for the exclusive use of
     the parties  hereto and their  advisors.  Except as required upon advice of
     counsel,  disclosure  of this  letter's  existence or contents to any other
     person may be made only upon the prior written  consent of Infowave and the
     Acquisition  Group,  except that the  Acquisition  Group may  disclose  the
     existence  and  contents of this  letter to their  advisors  and  potential
     sources of financing  without the written  consent of Infowave and Infowave
     may disclose the existence and contents of this letter to its advisors, the
     underwriters of its recent special warrant financing and as may be required
     by  applicable  law,  the  rules  and  policies  of  applicable  securities
     regulatory authorities or The Toronto Stock Exchange.

8.   General Matters.

     Each  of  us  understands   and  agrees  that  except  for  our  respective
     obligations set out under the headings,  "Expenses",  and "Confidentiality"
     (which are  intended to be legally  binding),  this letter is one of intent
     only and does not and is not  intended to  constitute  a binding  agreement
     with respect to the Proposed  Acquisition.  A legally enforceable agreement
     will be entered  into by us only  following  completion  of the  definitive
     purchase agreement.


<PAGE>

     Upon acceptance of the  Transaction  Proposal,  the Acquisition  Group will
     incorporate a holding company  ("Holdco") for the purpose of completing the
     proposed acquisition. Under the Definitive Agreement, the Acquisition Group
     will assign the rights  under this  Transaction  Proposal,  and will either
     directly or indirectly be an investor in this holding company.

9.   Exclusivity.

     Infowave  agrees not to solicit any offer from, or to negotiate  with,  any
     party other than the  Acquisition  Group for the  purchase  and sale of the
     Assets for a period of 30 days from the date hereof  pending the  execution
     of the  Definitive  Agreement  within such time period,  unless the parties
     agree in writing that negotiations hereunder are terminated.

10.  Ordinary Course of Business.

     It is our  understanding  that the Division will continue its operations in
     the ordinary course and will not, except in the ordinary course or with the
     consent of the Acquisition Group:

     (a)  enter into transactions other than on an arms' length basis;

     (b)  reduce pricing and/or inventories and/or accounts receivables;

     (c)  paydown, or amend material terms of, accounts payable; or

     (d)  make intercompany  transfers of funds, current assets, or fixed assets
          of the Company.

This proposal will remain open until May 8, 2000, at 5:00pm (PST) at which time,
if not accepted by Infowave, it shall terminate  automatically without liability
on the part of any party and without further action by the parties,  except with
respect to obligations set out under the heading "Confidentiality".

If you wish to proceed with us on the basis  described  in this  letter,  please
sign where indicated and return to us, one copy of this letter.

Yours truly,



By: /s/ Robert Heath
    ------------------------------------
    Robert Heath


By: /s/ Kevin Jampole
    ------------------------------------
      Kevin Jampole

Accepted this 10th day of May, 2000.

Infowave Software, Inc.


By: /s/ Jim McIntosh
    ------------------------------------
    Jim McIntosh, President & CEO


<PAGE>

                                   Schedule A

Robert Heath

                  Options       Strike      Extended
                                Price
    4-Jan-01      39,000        16.15      $629,850
    4-Apr-01       9,750        16.15       157,463
    4-Jul-01       9,750        16.15       157,463
    4-Oct-01       9,750        16.15       157,463
----------------------------------------------------
    4-Jan-02       9,750        16.15       157,463
    4-Apr-02       9,750        16.15       157,463
    4-Jul-02       9,750        16.15       157,463
    4-Oct-02       9,750        16.15       157,463
----------------------------------------------------
    4-Jan-03       9,750        16.15       157,463
----------------------------------------------------
       Total     117,000                 $1,889,550
====================================================



Kevin Jampole

<TABLE>

                  Options       Strike      Extended                Options       Strike      Extended
                                Price                                             Price
<S>                <C>           <C>        <C>                     <C>           <C>        <C>
   26-Jul-00       8,313         1.21       $10,059
   27-Sep-00                                                          6,600         3.63     $23,958
   26-Oct-00       8,313         1.21        10,059
   27-Dec-00                                                          1,925         3.63       6,988
----------------------------------------------------           --------------------------------------
   26-Jan-01       8,313         1.21        10,059
   27-Mar-01                                                          1,925         3.63       6,988
   26-Apr-01       8,313         1.21        10,059
   27-Jun-01                                                          1,925         3.63       6,988
   26-Jul-01       8,313         1.21        10,059
   27-Sep-01                                                          1,925         3.63       6,988
   26-Oct-01       8,309         1.21        10,054
   27-Dec-01                                                          1,925         3.63       6,988
----------------------------------------------------           --------------------------------------
   27-Mar-02                                                          1,925         3.63       6,988
   27-Jun-02                                                          1,925         3.63       6,988
   27-Sep-02                                                          1,925         3.63       6,988
----------------------------------------------------           --------------------------------------
       Total      49,874                    $60,348                  22,000                  $79,860
====================================================           ======================================
</TABLE>