UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2001

                 [ ] Transition report pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934.

                 For the Transition Period From ______ to ______

                        COMMISSION FILE NUMBER 000-26867

                             INFOWAVE SOFTWARE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       BRITISH COLUMBIA, CANADA                          98 0183915
     (State or other jurisdiction                     (I.R.S. Employer
           of incorporation)                         Identification No.)

                            200 - 4664 Lougheed Hwy.
                            Burnaby, British Columbia
                                 Canada, V5C 5T5
                    (Address of principal executive offices)

                            Telephone (604) 473-3600
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                             Yes  [X]    No


             Common Shares outstanding at June 30, 2001: 23,408,062


<PAGE>

                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                     For the Six months Ended June 30, 2001


                                                                           Page
                                                                           ----
PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     a)   Consolidated Balance Sheets June 30, 2001 and
          December 31, 2000 ...................................................1

     b)   Consolidated Statements of Operations and Deficit
          For the three months and six months ended
          June 30, 2001 and 2000 ..............................................2

     c)   Condensed Consolidated Statements of Cash Flows For
          the three months and six months ended June 30, 2001 and 2000 ........3

     d)   Notes to Consolidated Financial Statements ..........................4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS .................................10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...........12

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS ....................................................14

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ............................14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ......................................14

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..................14

ITEM 5. OTHER INFORMATION ....................................................15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................15

PART III.  SIGNATURES ........................................................17



                                       i
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                             INFOWAVE SOFTWARE, INC.
                           Consolidated Balance Sheets
                           (expressed in U.S. dollars)



<TABLE>
=================================================================================================
                                                                  June 30,          December 31,
                                                                    2001                2000
                                                                 (unaudited)
-------------------------------------------------------------------------------------------------
<S>                                                            <C>                    <C>
Assets
Current Assets:
   Cash and cash equivalents                                   $2,382,465            $2,368,092
   Short term investments                                       2,186,661             6,585,852
   Accounts receivable                                          1,108,571               492,097
   Finished goods inventory                                        81,723                93,499
   Prepaid expenses                                               165,162               374,687
-------------------------------------------------------------------------------------------------
                                                                5,924,582             9,914,227


Capital assets (note 5)                                         3,198,088             2,531,122
-------------------------------------------------------------------------------------------------
                                                              $ 9,122,670           $12,445,349
=================================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable and accrued liabilities                    $1,369,077            $1,087,536
   Deferred revenue                                               237,179               206,347
-------------------------------------------------------------------------------------------------
                                                                1,606,256             1,293,883
Shareholders' equity (note 6)
   Share capital
     Authorized: 100,000,000 voting common shares
     Issued: 23,408,062 (2000: 21,095,458)                     42,429,369            35,148,040
   Deficit                                                    (34,591,851)          (23,765,641)
   Cumulative translation account                                (321,104)             (230,933)
-------------------------------------------------------------------------------------------------
                                                                7,516,414            11,151,466
-------------------------------------------------------------------------------------------------
                                                               $9,122,670           $12,445,349
=================================================================================================

</TABLE>



                                       1
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                Consolidated Statements of Operations and Deficit
                           (expressed in U.S. dollars)


<TABLE>
============================================================================================================================
                                                           Three months ended                   Six months ended

                                                         June 30, 2001      June 30, 2000    June 30, 2001     June 30, 2000
                                                          (Unaudited)        (Unaudited)      (Unaudited)       (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>               <C>              <C>
Revenues                                                  $   873,340      $   132,730       $ 1,731,104      $   235,164

Cost of goods sold                                             11,358          115,265            30,147          115,634
----------------------------------------------------------------------------------------------------------------------------
                                                              861,982           17,465         1,700,957          119,530

Expenses:
      Research and development                              1,767,385          852,228         3,336,322        1,462,565
      Sales and marketing                                   2,649,814        1,568,178         5,418,764        2,604,583
      Administration                                        1,325,377          630,167         2,468,466        1,040,465
      Restructuring (note 3)                                  753,741                -           753,741                -
      Depreciation and amortization                           452,469          169,533           763,392          257,117
----------------------------------------------------------------------------------------------------------------------------
                                                            6,948,786        3,220,106        12,740,685        5,364,730
----------------------------------------------------------------------------------------------------------------------------
Operating loss from continuing operations                   6,086,804        3,202,641        11,039,728        5,245,200

Interest and other income                                      80,718          231,436           213,518          278,287
----------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                             6,006,086        2,971,205        10,826,210        4,966,913

Discontinued operations:
      Loss from operations (note 4)                                 -                -                 -          473,088
      Loss on disposal (note 4)                                     -          856,927                 -        1,545,709
----------------------------------------------------------------------------------------------------------------------------
                                                                    -          856,927                 -        2,018,797
----------------------------------------------------------------------------------------------------------------------------
Net loss for the period                                     6,006,086        3,828,132        10,826,210        6,985,710

Deficit, beginning of period                               28,585,765        8,934,351        23,765,641        5,776,773
----------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                    $34,591,851      $12,762,483       $34,591,851      $12,762,483
============================================================================================================================

Loss per share
      Continuing operations                               $      0.26      $      0.15       $      0.48      $      0.26
      Discontinued operations                                       -      $      0.05                 -      $      0.11
----------------------------------------------------------------------------------------------------------------------------
      Net loss                                            $      0.26      $      0.20       $      0.48      $      0.37
============================================================================================================================

Weighted average number of shares outstanding              23,393,156       19,237,005        22,719,392       19,036,659
Adjustment for shares contingently issued                           -          (74,875)                -          (87,563)
----------------------------------------------------------------------------------------------------------------------------
                                                           23,393,156       19,162,130        22,719,392       18,949,096
============================================================================================================================
</TABLE>



                                       2
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                 Condensed Consolidated Statements of Cash Flows
                           (expressed in U.S. dollars)


<TABLE>
============================================================================================================================
                                                           Three months ended                   Six months ended

                                                         June 30, 2001      June 30, 2000    June 30, 2001     June 30, 2000
                                                          (Unaudited)        (Unaudited)      (Unaudited)       (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>               <C>              <C>

Net cash used in continuing operations                   ($5,275,577)       ($2,980,504)      ($9,853,678)      ($3,441,035)
Net cash used in discontinued operations                           -           (802,112)                -        (1,919,907)
----------------------------------------------------------------------------------------------------------------------------
                                                          (5,275,577)        (3,782,616)       (9,853,678)       (5,360,942)

Cash flows from investing activities:
      Redemption (purchase) of short term investments      1,029,803         (6,661,801)        4,291,210        (6,661,801)
      Purchase of capital assets                            (715,379)        (1,121,116)       (1,739,940)       (1,852,014)
----------------------------------------------------------------------------------------------------------------------------
                                                             314,424         (7,782,917)        2,551,270        (8,513,815)

Cash flows from financing activities:
      Issuance of shares and warrants for cash,
        net of issue costs                                   (89,279)        20,116,251         7,331,128        21,514,886

Foreign exchange gain (loss) on cash and cash
  equivalents held in a foreign currency                     262,754            (65,129)          (14,347)          (95,711)
----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents          (4,787,678)         8,485,589            14,373         7,544,418
----------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, beginning of period             7,170,143          3,417,919         2,368,092         4,359,090
Cash and cash equivalents, end of period                  $2,382,465        $11,903,508        $2,382,465       $11,903,508
============================================================================================================================

Supplemental information:
      Shares issued for share subscription receivable              -        $   537,666                 -         $537,666
============================================================================================================================
</TABLE>



                                       3
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)



1.   Basis of presentation

The accompanying  unaudited consolidated financial statements do not include all
information  and  footnote  disclosures  required for an annual set of financial
statements  under  Canadian  or  United  States  generally  accepted  accounting
principles. In the opinion of management,  all adjustments (consisting solely of
normal recurring accruals)  considered  necessary for a fair presentation of the
financial position, results of operations and cash flows as at June 30, 2001 and
for  all  periods  presented,  have  been  included.  Interim  results  for  the
three-month  and  six-month  periods  ended  June 30,  2001 are not  necessarily
indicative of the results that may be expected for the fiscal year as a whole.

The unaudited  consolidated  balance sheet,  statement of operations and deficit
and  condensed  statement of cash flows  include the accounts of the Company and
its wholly-owned  subsidiary,  Infowave USA Inc. These financial statements have
been  prepared  in  accordance  with  Canadian  generally  accepted   accounting
principles  for interim  financial  information.  Except as disclosed in note 8,
these financial  statements  comply,  in all material  respects,  with generally
accepted accounting  principles in the United States. The accounting  principles
used in these  financial  statements  are those used in the  preparation  of the
Company's  audited  financial  statements  for the year ended  December 31, 2000
except for the change in the  calculation  of basic and fully  diluted per share
amounts discussed in note 2.

These  financial  statements  should be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-K for the fiscal year ended December 31, 2000.

2.   Loss per share

Effective  January 1, 2001,  the Company  adopted the new  accounting  standard,
Handbook Section 3500 - Earnings per Share,  issued by the Canadian Institute of
Chartered Accountants ("CICA"). For the Company, the new Section does not affect
the  calculation  of basic  earnings  per share  amounts but does  affect  fully
diluted per share  amounts.  Section 3500 requires the use of the treasury stock
method for calculating  the dilutive effect of outstanding  warrants and options
and requires  disclosure of a reconciliation of the numerator and denominator of
basic and fully  diluted per share  calculations.  The new section also requires
disclosure  of  any   potentially   dilutive   securities   that  are  currently
anti-dilutive.  Dilutive  securities  such as stock  options  and  warrants  are
included  in the  calculation  of fully  diluted per share  amounts  only if the
market price of the underlying  common shares exceeds the exercise  price.  This
change  in  accounting  policy  has been  applied  retroactively  and has had no
material effect on per share amounts reported in prior periods.

Basic loss per share has been  calculated  using the weighted  average number of
common  shares  outstanding.   For  purposes  of  the  weighted  average  shares
outstanding  for the six  months  ended  June 30,  2000,  shares  held in escrow
pursuant to the employee incentive plan are excluded from



                                       4
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)



2.   Loss per share (Continued)

the calculation as they are considered contingently issuable. Fully diluted loss
per share amounts have not been presented,  as the effect of outstanding options
and warrants is anti-dilutive.

As at June 30, 2001, the Company had 5,288,115  stock options  outstanding  with
exercise prices ranging from $1.00 to $64.50 and 1,353,018 warrants  outstanding
with exercise  prices  ranging from $5.50 to $32.50.  Of these stock options and
warrants 4,731,487 options and 1,353,018 warrants were not included in the fully
diluted per share  calculations  as their  exercise  prices  exceeded the market
value of the underlying shares.

3.   Restructuring expense

Restructuring  expense includes employee  severance  payments of $16,156,  lease
termination  costs  of  $450,000  and  write-downs  of  unrecoverable  leasehold
improvements  of  $287,585  related  to the first  phase of the  Company's  cost
reduction  initiative.  All of these  expenses were incurred and paid during the
three-month period and accordingly no amounts remain accrued in accounts payable
and accrued liabilities at June 30, 2001. The Company initiated  additional work
force  reductions in the third  quarter of 2001 that will result in  recognizing
further  restructuring  costs related principally to employee severance payments
of  approximately  $450,000.  No amounts  have been  accrued as at June 30, 2001
relating to these  severance  payments,  as a formal plan committing the Company
was not in place until July 2001.

4.   Discontinued operations

Discontinued  operations  include the results of operations and loss on disposal
of the former imaging division. The disposition was recognized as a discontinued
operation at March 31, 2000 and the final sale was effective on August 31, 2000.

5.   Capital assets

<TABLE>
==============================================================================================
                                                                   Accumulated        Net Book
June 30, 2001 (unaudited)                                Cost     Depreciation           Value
----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>             <C>
Computer equipment and software                    $3,671,552       $1,380,469      $2,291,083
Leasehold improvements                                439,195           70,459         368,736
Office equipment                                      589,836          103,372         486,464
Software licenses and purchased source code           202,656          150,851          51,805
----------------------------------------------------------------------------------------------
                                                   $4,903,239       $1,705,151      $3,198,088
==============================================================================================
</TABLE>



                                       5
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)


5.   Capital assets (continued)

<TABLE>
==============================================================================================
                                                                   Accumulated        Net Book
December 31, 2000                                        Cost     Depreciation           Value
----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>             <C>
Computer equipment and software                    $2,232,198         $751,546      $1,480,652
Leasehold improvements                                481,866           36,701         445,165
Office equipment                                      597,013           67,481         529,532
Software licenses and purchased source code           204,927          129,154          75,773
----------------------------------------------------------------------------------------------
                                                   $3,516,004         $984,882      $2,531,122
==============================================================================================
</TABLE>


6.   Shareholders' equity

On February 22, 2001 the Company issued 2,272,728 units (the "Units") at a price
of $3.62 (CDN$5.50) per Unit for gross proceeds of $8,217,500  (CDN$12,500,000).
Each Unit is  comprised  of one common  share and  one-half of one common  share
purchase  warrant (the "Warrant") of Infowave.  Each whole Warrant  entitles the
holder to purchase  one common share for a period of 18 months from closing at a
price equal to $4.71 (CDN$7.15) per share.

7.   Subsequent events

(a)  On  July  24,  2001  the  Company  announced  that it had  entered  into an
     agreement with Thomas Koll, Chief Executive  Officer of the Company,  for a
     credit facility in the amount of $5 million. As part of the agreement, Koll
     will also  subscribe  for a $1  million  lead order in the  Company's  next
     equity  financing,  which the  Company  intends to complete in the next six
     months. The Company may draw down the credit facility at its discretion and
     the principal outstanding under the loan will bear interest at a rate of 8%
     per annum,  payable at  maturity.  The loan will  become due and payable on
     demand  any time  after the  earlier  of:  (a)  January  23,  2002;  or (b)
     immediately in the event that shareholder  approval of the warrant issuance
     is not  obtained.  The loan will be secured by a first charge on all of the
     assets of the Company.  As consideration for providing the credit facility,
     the Company  agreed to grant Koll  warrants  to  purchase  up to  3,510,455
     common  shares at a price of Cdn$1.10,  exercisable  for three  years.  The
     warrants will not be exercisable  until  shareholder  approval is obtained.
     The warrants will be accounted for as financing costs and measured at their
     fair value.  The warrants and the  commitment  to provide a $1 million lead
     order  will both be  cancelled  in the event  shareholder  approval  is not
     obtained.  The credit facility and the issuance of the warrants are subject
     to receipt of all applicable regulatory approvals.


                                       6
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)


7.   Subsequent events (continued)

(b)  On July 27,  2001,  the  Company  entered  into an  Agency  Agreement  (the
     "Agreement") with a US and a Canadian  investment dealer (the "Agents") for
     a private placement  offering of a minimum of US$5,000,000 and a maximum of
     US$10,000,000  of special  warrants on a best efforts basis.  The Agreement
     also provides for an  over-subscription  option to the Agents,  exercisable
     until closing, for up to 50% of the number of special warrants offered.

     The  special  warrants  are  exercisable,  without  payment  of  additional
     consideration, for units each comprised of one common share and one-half of
     a common  share  purchase  warrant.  Each unit will be issued for a closing
     price equal to 85% of the  weighted  average of the  trading  prices of the
     Company's  common shares on the TSE for the five trading days preceding the
     closing of the private placement.

     Each whole purchase  warrant will entitle the holder to purchase one common
     share for a period of three years at a price that  represents a 30% premium
     to the private  placement closing price. The Company has the right to force
     conversion of the purchase  warrants  thirty days after  providing  written
     notice that the closing price for its common shares has equaled or exceeded
     Cdn.$9.00 for 20 consecutive  trading days. The purchase warrants will also
     contain provisions for cashless exercise.

     Depending upon the pricing of the units, the private  placement may require
     shareholder  approval.  If  shareholder  approval  is  required,  the gross
     proceeds  from the sale of  special  warrants  will be  placed in escrow at
     closing.  Upon receipt of shareholder  approval,  70% of the gross proceeds
     will be released  to the  Company  and the  balance  will be held in escrow
     until issuance of a final receipt for a prospectus  qualifying the issuance
     of the units.  If shareholder  approval is not obtained by October 1, 2001,
     The Company must  repurchase the special  warrants for the issue price plus
     accrued interest.

     The agents will be paid a cash commission equal to 7% of the gross proceeds
     of the private  placement and agents'  warrants  entitling them to purchase
     such number of units equal to 7.5% of the special  warrants  sold under the
     private  placement  at a price  equal to the  closing  price of the special
     warrants divided by 0.85.



                                       7
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)


8.   United States generally accepted accounting principles

These  interim  financial  statements  have been  prepared  in  accordance  with
generally accepted accounting principles ("GAAP") in Canada. Reference should be
made to note 13 of the  Company's  annual  financial  statements  filed with the
Securities and Exchange Commission under cover of Form 10-K for a description of
material  differences  between  Canadian and United  States GAAP.  No additional
reconciling  items have been  identified in the period ended June 30, 2001.  The
following  are the  material  measurement  differences  from GAAP in the  United
States as they relate to the Company's June 30, 2001 financial statements:

(a)  Net loss and net loss per share:

<TABLE>
                                                    Three months ended                Six months ended
                                                  June 30,        June 30,        June 30,        June 30,
                                                      2001            2002            2001           2000
                                                (unaudited)     (unaudited)     (unaudited)     (unaudited)
-------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>             <C>            <C>
Loss from continuing operations in
    accordance with Canadian GAAP                $6,006,086    $ 2,971,205     $10,826,210    $ 4,966,913
Adjustment for stock-based compensation
    relating to stock options issued to
    non-employees                                         -          1,756          12,730          3,545
Adjustment for stock-based compensation
    relating to escrow shares                             -          3,712               -          6,718
-------------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance
  with United States GAAP                         6,006,086      2,976,673      10,949,940      4,977,176
Discontinued operations                                   -        856,927               -      2,018,797
-------------------------------------------------------------------------------------------------------------

Net loss in accordance with United States        $6,006,086    $ 3,833,600     $10,949,940    $ 6,995,973
    GAAP
-------------------------------------------------------------------------------------------------------------
Weighted average number of shares                23,393,156     19,162,130      22,719,392     18,949,096
    outstanding in accordance with Canadian
    and United States GAAP
-------------------------------------------------------------------------------------------------------------
Loss per share:
      Continuing operations                     $      0.26    $      0.16     $      0.48    $      0.26
      Discontinued operations                             -    $      0.04               -         ($0.11)
-------------------------------------------------------------------------------------------------------------
      Net loss                                  $      0.26    $      0.20     $      0.48    $      0.37
-------------------------------------------------------------------------------------------------------------
Comprehensive loss:
      Net loss in accordance with United
         States GAAP                            $ 6,006,086    $ 3,833,600     $10,949,940    $ 6,995,973
      Other comprehensive loss (income):
         Foreign currency translation
           adjustment                              (500,563)       100,742          90,171        150,121
-------------------------------------------------------------------------------------------------------------
                                                $ 5,505,523    $ 3,934,342     $11,040,111    $ 7,146,094
-------------------------------------------------------------------------------------------------------------
</TABLE>



                                       8
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)


8.   United States generally accepted accounting principles (continued)

(b)  Balance sheet:

<TABLE>
-----------------------------------------------------------------------------------------------------------
                                                                         June 30, 2001          December 31,
                                                                           (unaudited)              2000
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>
Total Assets

Total assets in accordance with Canadian GAAP, which is
  equivalent to total assets in accordance with United
  States GAAP                                                               $ 9,122,670        $12,445,349
===========================================================================================================

===========================================================================================================
                                                                         June 30, 2001          December 31,
                                                                           (unaudited)              2000
-----------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP                              $42,429,369        $35,148,040
     Foreign exchange effect on conversion of 1998 and prior
         share capital transactions                                             543,269            543,269
     Additional paid in capital relating to stock options issued
         to non-employees                                                       520,999            605,967
     Additional paid in capital related to escrow shares                        107,077            107,077
     Deferred compensation related to stock options issued
         to non-employees                                                        (2,756)          (211,454)
-----------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP                          43,597,958         36,192,899
-----------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP                                    (34,591,851)       (23,765,641)
     Foreign exchange effect on conversion of 1998 and prior
         income statements                                                     (189,240)          (189,240)
     Cumulative effect of stock based compensation relating
         to stock options issued to non-employees                              (516,655)          (392,925)
     Cumulative effect of stock based compensation relating
         to escrow shares                                                      (101,474)          (101,474)
-----------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP                               (35,399,220)       (24,449,280)
-----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian GAAP                (321,104)          (230,933)
     Foreign exchange effect on conversion of 1998 and prior
         financial statements                                                  (341,140)          (341,140)
     Cumulative foreign exchange effect of US GAAP
         adjustments                                                            (20,080)           (20,080)
-----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with United                       (682,324)          (592,153)
     States GAAP
-----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                           $ 7,516,414        $11,151,466
===========================================================================================================
</TABLE>



                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part I - Item 1 of this  Quarterly
Report,  and the audited  financial  statements  and notes  thereto for the year
ended  December 31, 2000  included in the  Corporation's  annual  report on Form
10-K.


Forward-Looking Statements

Statements in this filing about future results, levels of activity, performance,
goals  or  achievements  or  other  future  events  constitute   forward-looking
statements.  These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ  materially from
those  anticipated in any  forward-looking  statements.  These factors  include,
among others, those described in connection with the forward-looking statements,
and the  factors  listed  in  Exhibit  99.1  to this  report,  which  is  hereby
incorporated by reference in this report.

In some cases,  forward-looking statements can be identified by the use of words
such  as  "may,"  "will,"   "should,"   "could,"   "expect,"  "plan,"  "intend,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue" or the
negative  or other  variations  of these  words,  or other  comparable  words or
phrases.

Although  the  Company   believes  that  the   expectations   reflected  in  its
forward-looking  statements are reasonable,  it cannot guarantee future results,
levels  of  activity,  performance  or  achievements  or  other  future  events.
Moreover, neither the Corporation nor anyone else assumes responsibility for the
accuracy and  completeness  of  forward-looking  statements.  The Corporation is
under no duty to update any of its forward-looking  statements after the date of
this  filing.  The reader  should not place undue  reliance  on  forward-looking
statements.

Quarter ended June 30, 2001 compared to the first quarter of 2001 and the second
quarter of 2000

Second quarter revenues were $873,340,  representing a 2% increase from revenues
of $857,764 in the first  quarter of 2001 and a 558%  increase  from revenues of
$132,730 in the second  quarter of 2000.  Revenues in the second quarter of 2001
were derived 79% from software license fees, 16% from technical  services and 5%
from recurring revenue earned under software  maintenance and support contracts.
Software  license fees  increased  92% compared to the first quarter of 2001 and
1284% compared to the second quarter of 2000. Gross margins of approximately 99%
were consistent between the first and second quarter of 2001 while gross margins
for the second  quarter of 2000 were lower due to a sale of  redundant  hardware
inventory.

Total  expenses  for the  second  quarter  ended June 30,  2001 were  $6,948,786
compared to $5,791,899  for the quarter ended March 31, 2001 and  $3,220,106 for
the  quarter  ended June 30,  2000.  Second  quarter  2001  expenses  included a
$753,741  charge  related  to the  Company's  restructuring  initiative,  and is
comprised  primarily  of employee  severance  and expenses  associated  with the
relocation of the Company's US operations to a more cost-effective  facility. In
absence of this charge, total expenses increased 7% from the first quarter ended
March 31, 2001 and 92% from the second quarter of 2000. The increase in expenses
from March 31,  2001 to June 30,  2001 is  attributable  to rising  depreciation
expenses  and an  increase  in the  use of  contract  software  developers.  The
increase in expenses  from June 30, 2000 to June 30, 2001 is primarily due to an
increase in salary and infrastructure expenses associated with the growth in the
Company's total headcount.

Total research and  development  expenses for the second quarter of 2001 totaled
$1,767,385,  representing an increase of 13% from first quarter 2001 expenses of
$1,568,937  and 107% from  second  quarter  2000  expenses  of  $852,228.  Total
research and development headcount was 85



                                       10
<PAGE>

at the end of June 30,  2001,  89 at the end of March 31, 2001 and 53 at the end
of June 30, 2000.  The decrease in  headcount  from the previous  quarter to the
current  quarter is  attributable  to the impact of the first phase of company's
restructuring  initiative,  which  was  implemented  at the  end  of the  second
quarter. The increase in expenses, as compared to the first quarter 2001 and the
second  quarter 2000, is a result of headcount  additions,  growth in the use of
contract developers and expansion of employee training programs.

Sales and  Marketing  expenses  of  2,649,814,  for the second  quarter of 2001,
decreased 4% from  $2,768,950  in the previous  quarter ended March 31, 2001 and
increased  69% from  $1,568,178 in the  comparable  quarter ended June 30, 2000.
Sales and  marketing  headcount  was 82 at June 30, 2001 compared to 69 at March
31,  2001 and 49 at June 30,  2000.  The  decrease  in  expenses  from the first
quarter of 2001 is  attributable to reductions in events,  advertising  programs
and other related  initiatives,  offset by increased salaries and infrastructure
costs,  which tracked headcount growth.  New headcount included expansion of the
customer  service  department  and the  addition of a Senior Vice  President  of
Sales.  The increase in expenses from the second quarter of 2000 is commensurate
with the growth in headcount.

Administration  expenses  for the  second  quarter  ended  June  30,  2001  were
$1,325,377  compared to  $1,143,089 in the first quarter of 2001 and $630,167 in
the comparable quarter ended June 30, 2000. Expenses were flat between the first
and  second  quarter  of 2001  after  accounting  for the  effects  of a foreign
exchange  gain of $52,047 in the first  quarter and a foreign  exchange  loss of
$122,029 in the second quarter.  Expenses  increased 110% from the quarter ended
June 30,  2000 as a result  of the  addition  of  senior  executives,  growth in
professional fees associated with business development  initiatives and the full
absorption of general corporate expenses  previously  allocated to the Company's
former Imaging Division.

Depreciation  and  amortization  costs totaled $452,469 in the second quarter of
2001  compared  to  $310,923  in the first  quarter of 2001 and  $169,533 in the
second  quarter  of 2000.  The  increases  are  attributable  to  capital  asset
acquisitions during the prior year.

Interest and other income for the second quarter of 2001 was $80,718 compared to
$132,800 in the  previous  quarter and  $231,436 in the second  quarter of 2000.
These fluctuations are attributable to changes in cash and short-term investment
balances  as well as to a decrease  in  interest  rates  offered  on  short-term
investments.

Six months ended June 30, 2001 compared to six months ended June 30, 2000

Total revenues for the six months ended June 30, 2001,  were  $1,731,104,  which
represents a 636% increase over revenues of $235,164 from the comparable  period
ended June 30, 2000.  Revenues for the period ended June 30, 2001,  were derived
62% from software  licenses,  34% from technical  services and 4% from recurring
revenue earned under software maintenance and support contracts.  For the period
ended June 30, 2000,  software licenses  represented 48% of total revenues while
remaining  revenues were derived from  hardware  sales,  technical  services and
recurring revenue. Gross margins of 98% in the current period were significantly
higher than gross margins of 51% in the comparable  2000 period as a result of a
significant one-time hardware sale in 2000.

Operating  expenses  for the six  months  ended June 30,  2001 were  $12,740,685
compared to  $5,364,730  for the same period ended June 30,  2000.  Research and
Development  expenses of $3,336,322  increased 128% over  $1,462,565 in the 2000
period  as a  result  of  an  increase  in  salaries  and  infrastructure  costs
associated  with the addition of 32  headcount  and the expanded use of contract
developers.  Sales  and  marketing  costs  of  $5,418,764  increased  108%  over
$2,604,583 in the comparable  2000 period,  consistent  with growth in headcount
and marketing initiatives.  Administration expenses of $2,468,466 increased 137%
over  $1,040,465 in the  comparable  2000 period  largely due to the increase in
headcount,  professional fees to support business development activities and the
impact of the  elimination  of corporate  expense



                                       11
<PAGE>

allocations to the Company's former Imaging division. Also included in operating
expenses at June 30, 2001 is the restructuring charge of $753,741.

Depreciation and  amortization  increased to $763,392 in the first six months of
2001 compared to $257,117 in the comparable 2000 period due to the  depreciation
of  capital  assets  purchased  during  the last  half of 2000 and the first six
months  of 2001.  The  additions  during  this  period  included  equipment  for
additional  headcount and software  licenses and  professional  services for the
purchase and installation of a customer relationship management system.

Interest income  decreased from $278,287 at the end of June 30, 2000 to $213,518
at the end of June 30, 2001, as a result of declining interest rates and changes
to cash and short-term investment balances.

Liquidity and Capital Resources

At June 30, 2001 the Company's cash and short-term  investment  balances totaled
$4,569,126,  compared  to  $8,953,944  at December  31,  2000.  Working  capital
decreased  from  $8,620,344  to  $4,318,326  during the period.  The decrease in
working  capital is attributed to the funding of operations  and the purchase of
capital  assets,  offset by proceeds  from the issuance of common  shares in the
first quarter of 2001. Accounts  receivable  increased from $492,097 at December
31, 2000 to  $1,108,571,  at June 30, 2001, due to an increase in sales activity
at the end of the second quarter.  Prepaid  expenses  decreased from $374,687 at
December 31, 2000 to $165,162 at June 30, 2001 as a result of the recognition of
expenses for events attended during the six months ended June 30, 2001.

Capital assets increased from $2,531,122 to $3,198,088 from December 31, 2001 to
June 30, 2001 as a result of acquisitions of equipment to meet the  requirements
of additional  headcount and the purchase of software  licenses and professional
services   associated  with  the  implementation  of  a  customer   relationship
management system.

At June 30, 2001 the Company's  primary  sources of liquidity  consisted of cash
and short-term investments and a line of credit of approximately $800,000, which
is secured against the short-term investments and of which $700,000 is committed
against outstanding letters of credit.  Subsequent to the quarter ended June 30,
2001, the Company obtained a $5 million bridge credit facility from Thomas Koll,
the  Company's  CEO,  which the Company may draw down at its  discretion.  Funds
drawn from this  facility  will bear interest at a rate of 8% per annum and will
be secured by a first charge on all assets of the Company.

The Company has implemented a restructuring  program with the intent to decrease
expenses and enable the Company's  operations to be funded through to the end of
2001.  Depending  on the  development  of the business  during this period,  the
Company may utilize its credit facilities to provide additional working capital.
The Company has also entered into an Agency  Agreement  with a US and a Canadian
investment  dealer for a private  placement  offering of between  $5,000,000 and
$10,000,000 of special  warrants.  The Company may also encounter  opportunities
for  acquisitions or other business  initiatives  that require  significant cash
commitments,  or  unanticipated  problems  or  expenses  that could  result in a
requirement for additional cash before that time. There can be no assurance that
additional  financing will be available on terms favorable to the Company or its
shareholders,  or on any terms at all. The  inability  to obtain such  financing
would have a material adverse impact on the Company's operations.  To the extent
that such  financing  is  available,  it may result in  substantial  dilution to
existing shareholders.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company  conducts the majority of its  transactions in Canadian  dollars and
therefore uses the Canadian dollar as its base currency of measurement. However,
most of the  Company's  revenues  and some of its expenses  are  denominated  in
United States dollars which results in an



                                       12
<PAGE>

exposure  to  foreign  currency  gains  and  losses on the  resulting  US dollar
denominated cash, accounts receivable, and accounts payable balances. As of June
30, 2001,  the Company has not engaged in any derivative  hedging  activities on
foreign currency  transactions and/or balances.  Although foreign currency gains
and losses have not historically  been material,  fluctuations in exchange rates
between the United States dollar and other foreign  currencies  and the Canadian
dollar could  materially  affect the  Company's  results of  operations.  To the
extent that the Company implements hedging activities in the future with respect
to foreign currency  exchange  transactions,  there can be no assurance that the
Company will be successful in such hedging activities.

While the Company  believes that inflation has not had a material adverse effect
on its results of operations,  there can be no assurance that inflation will not
have a material  adverse  effect on the  Company's  results of operations in the
future.









                                       13
<PAGE>

PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a)  On July 24, 2001 the Company  entered  into an  agreement  with Thomas
          Koll, the Company's Chief Executive Officer,  for a credit facility in
          the amount of $5 million.  As  consideration  for providing the credit
          facility, the Company agreed to grant Mr. Koll warrants to purchase up
          to 3,510,455 of the Company's common shares exercisable at a price per
          share of Cdn$1.10 for a period of three years.  The warrants  will not
          be exercisable until shareholder approval is obtained.  If shareholder
          approval is not obtained, however, the warrants will be cancelled.

          These   securities   were  issued   pursuant  to  an  exemption   from
          registration   available  under  Rule  506  of  Regulation  D  of  the
          Securities Act of 1933, as amended (the "Securities  Act"). In relying
          upon  such  exemption  the  purchaser   represented  and  the  Company
          reasonably believed that he was an "accredited investor" as defined by
          Rule 501 of Regulation D of the Securities Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's Annual and Special Meeting of Shareholders was held on May 8.
     2001, where the shareholders (i) approved setting the size of the Company's
     board of directors at seven,  subject to increase as may be permitted under
     the Company Act (British Columbia), (ii) approved certain amendments to the
     Company's  Stock Option Plan,  (iii)  elected Gary Ames,  Thomas Koll,  Jim
     McIntosh,  Scot Land, David Neale,  Bijan Sanii and Morgan Sturdy directors
     of the Company  and (iv)  appointed  KPMG,  Chartered  Accountants,  as the
     Company's  independent  auditors  for fiscal year 2000 and  authorized  the
     Company's  board of directors to fix the  remuneration  for such  auditors,
     with the shareholders voting in the following manner:

     PROPOSAL 1: To approve setting the size of the Company's board of directors
     at seven,  subject to  increase as may be  permitted  under the Company Act
     (British  Columbia).  There were  2,467,037  votes  cast for the  proposal,
     13,064 votes cast against, 770 votes abstained and 0 broker non-votes.

     PROPOSAL 2: To approve three amendments to the Company's Stock Option Plan,
     first,  to amend  the  plan to make it  compliant  with  certain  U.S.  tax
     requirements  applicable  to  incentive  stock  option  plans,  second,  to
     increase the number of shares  issuable under the plan to 7,040,045  common
     shares; and third, to modify the option termination provisions to make them
     more  flexible.  There were 1,413,443  votes cast for the proposal,  82,783
     votes cast against, 3,359 votes abstained and 981,286 broker non-votes.

     PROPOSAL 3: To elect the following  individuals  to the Company's  board of
     directors:

     Name                        Votes For                      Votes Withheld
     ----                        ---------                      --------------
     Gary Ames                   2,477,396                           1,600
     Thomas Koll                 2,477,396                           1,600
     Jim MacIntosh               2,477,396                           1,600
     Scot Land                   2,477,396                           1,600
     David Neale                 2,476,996                           2,000
     Bijan Sanii                 2,477,096                           1,900
     Morgan Sturdy               2,476,846                           2,150

     PROPOSAL  4: To  appoint  KPMG,  Chartered  Accountants,  as the  Company's
     independent  auditors  for fiscal year 2001 and  authorized  the  Company's
     board of directors to fix the  remuneration  for such auditors.  There were
     2,471,286 votes cast for the proposal,  1,200 votes cast against, 765 votes
     abstained and 0 broker non-votes.



                                       14
<PAGE>

ITEM 5.  OTHER INFORMATION

         None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

     Exhibit
     Number         Description
     ------         -----------
      2.1(1)        Asset Purchase Agreement dated September 8, 2000 between the
                    Corporation and Strydent Software Inc.

      3.1(2)        Memorandum and Articles of registrant

      4.1(2)        Employee   Incentive   Plan  dated   April  28,   1997,   as
                    supplemented September 25, 1997

      4.2(2)        Special  Warrant  Indenture dated April 20, 1998 between the
                    Corporation and Montreal Trust Company of Canada

      4.3(3)        Special  Warrant  Indenture  dated June 30, 1999 between the
                    Corporation and Montreal Trust Company of Canada

      4.4(4)        Special  Warrant  Indenture dated April 13, 2000 between the
                    Corporation and Montreal Trust Company

      4.5(5)        Stock Option Plan, as amended

      4.6(6)        Form of Shareholders  Rights Plan Agreement dated as of June
                    5, 2000 between the  Corporation  and Montreal Trust Company
                    of Canada

     10.1(2)        Investor Relations Agreement dated September 1, 1998 between
                    the Corporation and IRG Investor Relations Group Ltd.

     10.2(2)        Investor Relations Agreement dated September 1, 1998 between
                    the Corporation and Staff Financial Group Ltd. and 549452 BC
                    Ltd.

     10.3(2)        Loan  Facility  dated  October  29,  1998  with  a  Canadian
                    chartered bank

     10.4(3)        Lease  Agreement  dated  February  12, 1998  between  Riocan
                    Holdings Inc. and the Corporation

     10.5(3)        Lease  Agreement  dated  November 23, 1999  between  Bedford
                    Property Investors, Inc. and the Corporation

    *10.6(2)        Corporate  Development  Agreement  dated  October  26,  1998
                    between the  Corporation  and Capital  Ridge  Communications
                    Inc. (formerly "Channel One Systems Corp.")

     10.7(2)        Strategic  Partnership Agreement dated March 6, 1998 between
                    the Corporation and BellSouth Wireless Data

     10.8(2)        Development  Agreement  dated  March  4,  1998  between  the
                    Corporation and Hewlett-Packard

     10.9(2)        Source Code License  Agreement  dated March 31, 1998 between
                    the Corporation and DTS

     10.10(2)       Source Code License Agreement dated June 9, 1998 between the
                    Corporation and Wynd Communications Corporation

     10.11(2)       Source  Code  License  Agreement  dated  November  13,  1997
                    between the Corporation and Apple Computers

     10.12(2)       OEM License  Agreement  dated  December 5, 1997  between the
                    Corporation and Certicom Corp.

                                       15
<PAGE>

     Exhibit
     Number         Description
     ------         -----------
     10.13(2)       Letter   Agreement   dated  April  20,   1998   between  the
                    Corporation and Lexmark International, Inc.

    *10.14(2)       Employment   Agreement   dated  May  2,  1991   between  the
                    Corporation and Jim McIntosh

    *10.15(2)       Employment   Agreement   dated  May  23,  1997  between  the
                    Corporation and Bijan Sanii

   *10.16(3)        Employment  Agreement  dated  September 16, 1999 between the
                    Corporation and Todd Carter

    10.17(2)        Agency   Agreement   dated  March  31,   1998   between  the
                    Corporation,   Canaccord  Capital  Corporation  and  Yorkton
                    Securities Inc

    10.18(2)        Consulting   Agreement   dated  July  4,  1997  between  the
                    Corporation and GWM Enterprises Ltd.

    10.19(3)        Agency   Agreement   dated  June  18,   1999   between   the
                    Corporation,    Canaccord   Capital   Corporation,   Yorkton
                    Securities  , Inc.,  Sprott  Securities  Limited  and Taurus
                    Capital Markets Ltd.

    10.20(4)        Letter of Intent  dated May 8, 2000  among the  Corporation,
                    Kevin Jampole and Robert Heath

    10.21(7)        Lease Agreement dated April 26, 2000 between the Corporation
                    and Tonko-Novam Management Ltd.

   *10.22(8)        Employment  Agreement  dated  December  14, 2000 between the
                    Corporation and Thomas Koll

    10.23(8)        Lease dated  December 7, 2000  between the  Corporation  and
                    Principal Development Investors, L.L.C.

    10.24           Employment  Agreement  dated  April  16,  2001  between  the
                    Corporation and Jeff Feinstein

    10.25           Lease Agreement  between the Corporation and Sterling Realty
                    Organization Co.

    10.26           Lease  Termination  Agreement dated May 24, 2001 between the
                    Corporation and Principal Development Investors, LLC

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(1)  Incorporated by reference to the Corporation's  Form 8-K filed on September
     25, 2000.
(2)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 20-F (No. 0-29944).
(3)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 1999.
(4)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-Q
     for the period ended March 31, 2000.
(5)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form S-8 (Registration No. 333-39582) filed on June 19, 2000
(6)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 8-A filed on July 13, 2000
(7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2000.
(8)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2000.

(b)     Reports on Form 8-K

        None.



                                       16
<PAGE>

PART III.  SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:  August 14, 2001

                                       INFOWAVE SOFTWARE, INC.


                                        /s/ Thomas Koll
                                        ----------------------------------------
                                        Thomas Koll
                                        Chief Executive Officer


                                        /s/ Todd Carter
                                        ----------------------------------------
                                        Todd Carter
                                        Chief Financial Officer









                                       17


<PAGE>

     Exhibit
     Number         Description
     ------         -----------
      2.1(1)        Asset Purchase Agreement dated September 8, 2000 between the
                    Corporation and Strydent Software Inc.

      3.1(2)        Memorandum and Articles of registrant

      4.1(2)        Employee   Incentive   Plan  dated   April  28,   1997,   as
                    supplemented September 25, 1997

      4.2(2)        Special  Warrant  Indenture dated April 20, 1998 between the
                    Corporation and Montreal Trust Company of Canada

      4.3(3)        Special  Warrant  Indenture  dated June 30, 1999 between the
                    Corporation and Montreal Trust Company of Canada

      4.4(4)        Special  Warrant  Indenture dated April 13, 2000 between the
                    Corporation and Montreal Trust Company

      4.5(5)        Stock Option Plan, as amended

      4.6(6)        Form of Shareholders  Rights Plan Agreement dated as of June
                    5, 2000 between the  Corporation  and Montreal Trust Company
                    of Canada

     10.1(2)        Investor Relations Agreement dated September 1, 1998 between
                    the Corporation and IRG Investor Relations Group Ltd.

     10.2(2)        Investor Relations Agreement dated September 1, 1998 between
                    the Corporation and Staff Financial Group Ltd. and 549452 BC
                    Ltd.

     10.3(2)        Loan  Facility  dated  October  29,  1998  with  a  Canadian
                    chartered bank

     10.4(3)        Lease  Agreement  dated  February  12, 1998  between  Riocan
                    Holdings Inc. and the Corporation

     10.5(3)        Lease  Agreement  dated  November 23, 1999  between  Bedford
                    Property Investors, Inc. and the Corporation

    *10.6(2)        Corporate  Development  Agreement  dated  October  26,  1998
                    between the  Corporation  and Capital  Ridge  Communications
                    Inc. (formerly "Channel One Systems Corp.")

     10.7(2)        Strategic  Partnership Agreement dated March 6, 1998 between
                    the Corporation and BellSouth Wireless Data

     10.8(2)        Development  Agreement  dated  March  4,  1998  between  the
                    Corporation and Hewlett-Packard

     10.9(2)        Source Code License  Agreement  dated March 31, 1998 between
                    the Corporation and DTS

     10.10(2)       Source Code License Agreement dated June 9, 1998 between the
                    Corporation and Wynd Communications Corporation

     10.11(2)       Source  Code  License  Agreement  dated  November  13,  1997
                    between the Corporation and Apple Computers

     10.12(2)       OEM License  Agreement  dated  December 5, 1997  between the
                    Corporation and Certicom Corp.

     10.13(2)       Letter   Agreement   dated  April  20,   1998   between  the
                    Corporation and Lexmark International, Inc.

<PAGE>

     Exhibit
     Number         Description
     ------         -----------
    *10.14(2)       Employment   Agreement   dated  May  2,  1991   between  the
                    Corporation and Jim McIntosh

    *10.15(2)       Employment   Agreement   dated  May  23,  1997  between  the
                    Corporation and Bijan Sanii

   *10.16(3)        Employment  Agreement  dated  September 16, 1999 between the
                    Corporation and Todd Carter

    10.17(2)        Agency   Agreement   dated  March  31,   1998   between  the
                    Corporation,   Canaccord  Capital  Corporation  and  Yorkton
                    Securities Inc

    10.18(2)        Consulting   Agreement   dated  July  4,  1997  between  the
                    Corporation and GWM Enterprises Ltd.

    10.19(3)        Agency   Agreement   dated  June  18,   1999   between   the
                    Corporation,    Canaccord   Capital   Corporation,   Yorkton
                    Securities  , Inc.,  Sprott  Securities  Limited  and Taurus
                    Capital Markets Ltd.

    10.20(4)        Letter of Intent  dated May 8, 2000  among the  Corporation,
                    Kevin Jampole and Robert Heath

    10.21(7)        Lease Agreement dated April 26, 2000 between the Corporation
                    and Tonko-Novam Management Ltd.

   *10.22(8)        Employment  Agreement  dated  December  14, 2000 between the
                    Corporation and Thomas Koll

    10.23(8)        Lease dated  December 7, 2000  between the  Corporation  and
                    Principal Development Investors, L.L.C.

    10.24           Employment  Agreement  dated  April  16,  2001  between  the
                    Corporation and Jeff Feinstein

    10.25           Lease Agreement  between the Corporation and Sterling Realty
                    Organization Co.

    10.26           Lease  Termination  Agreement dated May 24, 2001 between the
                    Corporation and Principal Development Investors, LLC

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(1)  Incorporated by reference to the Corporation's  Form 8-K filed on September
     25, 2000.
(2)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 20-F (No. 0-29944).
(3)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 1999.
(4)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-Q
     for the period ended March 31, 2000.
(5)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form S-8 (Registration No. 333-39582) filed on June 19, 2000
(6)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 8-A filed on July 13, 2000
(7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2000.
(8)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2000.