PRIVATE   SECURITIES   LITIGATION   REFORM  ACT  OF  1995  -  SAFE   HARBOR  FOR
FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for  forward-looking  statements  made by public  companies.  This  safe  harbor
protects  a  company  from   securities   law  liability  in   connection   with
forward-looking  statements if the company complies with the requirements of the
safe harbor. As a public company,  Infowave has relied and will continue to rely
on the  protection  of the safe harbor in  connection  with its written and oral
forward-looking statements.

     When evaluating Infowave's business, you should consider:

          o    all of the information in this quarterly report on Form 10-Q;

          o    the risk factors  described in  Infowave's  Annual Report for the
               year  ended  December  31,  1999 filed  with the  Securities  and
               Exchange Commission on March 30, 2000; and

          o    the risk factors described below.


                                  RISK FACTORS

General

History of Losses

The  Corporation is not currently  profitable and incurred  losses of $3,157,578
for the three months ended March 31, 2000 and  $3,288,251 and $1,206,266 for the
years  ended  December  31,  1999 and 1998,  respectively.  In  particular,  the
Wireless Division is not profitable and incurred  operating losses of $1,995,708
for the three months ended March 31, 2000 and  $3,891,727 and $2,724,899 for the
years ended December 31, 1999 and 1998, respectively. The Corporation expects to
continue to incur losses in the near future and possibly longer. The Corporation
anticipates  that its expenses will increase  substantially  in the  foreseeable
future as it expands the  Wireless  Division  and the  Corporation  continues to
increase its  research  and  development,  sales and  marketing  and general and
administrative  expenses. The Corporation cannot predict if it will ever achieve
profitability  and,  if it  does,  it may  not be able to  sustain  or  increase
profitability.

Possible Divestiture of Imaging Division

On May 10, 2000 the Corporation signed a letter of intent to sell the assets and
business of the Imaging  Division.  The sale of the Imaging  Division is subject
to,  among other  things,  the  negotiation  of a definitive  agreement  and the
receipt of regulatory approvals and, if required,  shareholder approvals.  There
is no assurance that a definitive agreement will be successfully  negotiated nor
that the necessary approvals will be obtained.

Substantially all of the historical revenue of the Corporation has been from the
Imaging Division.  In the year ended December 31, 1999, the Imaging Division had
revenue of  $7,175,330  and the  Wireless  Division  had  revenue  of  $355,001.
Accordingly,  if the Corporation divests itself of the Imaging Division, it will
be entirely reliant upon possible increased revenues from the Wireless Division.
There is no assurance  that increased  revenues from the Wireless  Division will
materialize.


<PAGE>

Reliance on New Technologies

The Corporation is focused upon growth from its Wireless Division.  The wireless
data  communications  market is characterized by rapidly changing technology and
evolving industry standards.  Therefore,  it is difficult to predict the rate at
which the market for the Corporation's  wireless software products will grow, if
at all. If the market fails to grow, or grows more slowly than anticipated,  the
Corporation will be materially adversely affected. Even if the market does grow,
there  can  be  no  assurance  that  the  Corporation's  products  will  achieve
commercial success.  The Corporation may find itself competing in the market for
wireless mobile computing  software  against other companies with  significantly
greater financial,  marketing and other resources.  Such competitors may be able
to  institute   and  sustain   price  wars,  or  imitate  the  features  of  the
Corporation's  wireless  mobile  computing  software,  reducing  prices  and the
Corporation's revenues and share of the market.

In addition, the Corporation's  competitors may develop alternative technologies
that gain broader market acceptance than the Corporation's  software  solutions.
As a result, the life cycle of the Corporation's software solutions is difficult
to estimate.  The Corporation may need to develop and introduce new products and
enhancements  to its  existing  solutions  on a timely  basis to keep  pace with
technological  developments,  evolving  industry  standards,  changing  customer
requirements and competitive technologies that may render its solution obsolete.
These  research and  development  efforts may require the  Corporation to expend
significant  capital  and  other  resources.  In  addition,  as a result  of the
complexities  inherent in the  Corporation's  solutions,  major  enhancements or
improvements  will  require  long  development  and  testing  periods.   If  the
Corporation fails to develop products and services in a timely fashion, or if it
does not  enhance its  products to meet  evolving  customer  needs and  industry
standards,  including security technology, it may not remain competitive or sell
its solutions.

Product Improvements

The  Corporation  will be at risk if it is unable  to  continually  upgrade  and
improve its software products, or to develop new software products. The software
industry is characterized by a constant flow of new or improved products,  which
quickly  render  existing   software   products   obsolete.   The  Corporation's
competitors  may develop  technically  superior and  comparably  priced or lower
priced software that would have a material adverse effect on the Corporation.

Additional Financing

The  Corporation  may not have  sufficient  capital to fund its  operations.  In
particular,  additional  financing  may be required in the near term to develop,
commercialize  and market the Corporation's  wireless mobile computing  software
products and services.  No assurance can be given that any additional  financing
required will be available,  or that  additional  financing will be available on
terms that may be advantageous to existing shareholders. Such financings, to the
extent they are available may result in substantial dilution to shareholders. To
the extent such financing is not available,  the  Corporation may not be able to
or may be delayed in being  able to  commercialize  its  software  products  and
services.



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<PAGE>

Management of Growth

The  Corporation  has been  expanding,  and intends to  continue to expand,  its
Wireless  Division.  This growth has placed, and any further growth is likely to
continue to place,  a significant  strain on the  Corporation's  resources.  The
Corporation's  ability to achieve and maintain  profitability will depend on its
ability to manage growth  effectively,  to implement and expand  operational and
customer support systems, and to hire additional personnel.  The Corporation may
not be able to augment or improve existing systems and controls or implement new
systems and controls to respond to any future growth. In addition, future growth
may result in increased  responsibilities  for management  personnel,  which may
limit their ability to effectively manage the Corporation's business.

Reliance on Key Personnel and Consultants

The  Corporation  is currently  dependent upon its senior  management,  board of
directors,  consultants,  and strategic alliances,  the loss of any of which may
significantly affect the performance of the Corporation and its ability to carry
out the successful  development and  commercialization  of its software products
and services.  Failure to retain  management,  directors and  consultants  or to
attract and retain  additional key employees with necessary  skills could have a
material adverse impact upon the  Corporation's  growth and  profitability.  The
Corporation is expecting  significant  growth in both revenue and employees as a
result  of the  commercialization  of its  wireless  mobile  computing  software
products.  This growth will place  substantial  demands on the Corporation.  The
Corporation's  ability to  assimilate  new  personnel  will be  critical  to its
performance.  The Corporation  will be required to recruit  additional  software
development  personnel,  expand  its direct  sales  force,  expand its  customer
support functions and train, motivate and manage its employees.  Competition for
qualified  software  development  personnel is intense and expected to increase.
There can be no  assurance  that the  Corporation  will be able to  recruit  the
personnel   required  to  execute  its  programs  or  to  manage  these  changes
successfully.

Reliance on Key Third-Party Relationships

The  Corporation  relies  on  key  third-party   relationships,   including  its
relationships  with VARs,  resellers  and OEMs,  for  marketing and sales of its
software  products.  These  third  parties  are not  within  the  control of the
Corporation,   are  not  obligated  to  purchase   software  products  from  the
Corporation  and may also represent and sell competing  software  products.  The
loss of any of these third-party  relationships,  the failure of such parties to
perform  under   agreements  with  the  Corporation  or  the  inability  of  the
Corporation  to  attract  and  retain  new  VARs,  resellers  or OEMs  with  the
technical,  industry and application  experience required to market and sell the
Corporation's  software  products  successfully  could have a  material  adverse
effect on the Corporation.

Competition

The  Corporation  experiences  competition  in the markets for both its wireless
mobile  computing  software and printer driver  software.  As the market for the
Corporation's  software products  continues to develop,  additional  competitors
with substantially greater financial, technical and marketing resources than the
Corporation  may enter the  market and  competition  may  intensify.  Current or
future  competitors  may  develop  software  products  that are  superior to the
Corporation's software products or achieve greater market acceptance.



                                       3
<PAGE>

Product Defects

Software  products as complex as those  offered by the  Corporation  may contain
undetected  errors or  defects  when first  introduced  or as new  versions  are
released. There can be no assurance that, despite testing by the Corporation and
by current and  potential  customers,  errors will not be found in new  software
products after commencement of commercial shipments resulting in product recalls
and market  rejection of the  Corporation's  software  products and resulting in
damage  to the  Corporation's  reputation,  as well as  lost  revenue,  diverted
development resources and increased support costs.

Intellectual Property Protection

The  Corporation  considers its software  products and trademarks to be of value
and  important  to its  business.  The  Corporation  relies  principally  upon a
combination  of  copyright,  trademark  and trade  secret  laws,  non-disclosure
agreements  and other  contractual  provisions  to  establish  and  maintain its
rights.  The  Corporation  does not  have any  patents  or  patent  applications
pending.  Despite the Corporation's  efforts to protect its proprietary  rights,
unauthorized  parties may attempt to copy or obtain and use information that the
Corporation  regards as  proprietary.  There can be no assurance  that the steps
taken by the  Corporation to protect its  proprietary  information  will prevent
misappropriation  of such  information.  The  cost of  litigation  necessary  to
enforce the Corporation's proprietary rights may be prohibitive.  Such steps may
not preclude  competitors  from  developing  confusingly  similar brand names or
promotional  materials or developing  software  products and services similar to
those of the Corporation.

Although  the  Corporation  believes  that  it has the  right  to use all of the
intellectual property  incorporated in its software products,  third parties may
claim that the Corporation's software products violate their proprietary rights,
including  copyrights  and patents.  If any such claims are made and found to be
valid,  the Corporation  may have to reengineer its software  products or obtain
licenses  from third  parties to continue  offering its software  products.  Any
efforts to  reengineer  its  software  products  or obtain  licenses  from third
parties may not be successful and could substantially increase the Corporation's
costs and have a material  adverse effect on the business,  financial  condition
and results of operations of the Corporation.

Lack of Backlog

Because the Corporation  generally ships software products within a short period
after receipt of an order,  the  Corporation  typically does not have a material
backlog of unfilled  orders,  and  revenues  in any  quarter  are  substantially
dependent on orders booked in that quarter. The Corporation's expense levels are
based  in  part  on its  expectations  as to  future  revenues.  Therefore,  the
Corporation  may be unable to adjust  spending in a timely  manner to compensate
for any unexpected revenue shortfall.  Accordingly, any significant shortfall of
demand in relation to the  Corporation's  expectations  or any material delay of
customer  orders  would  have  an  almost   immediate   adverse  impact  on  the
Corporation's results of operations.



                                       4
<PAGE>

Reliance on Export Sales

The Corporation's  export sales to the United States and Europe  represented 97%
of its  total  sales  in the year  ended  December  31,  1999.  There  can be no
assurance   that  the   Corporation   will  be  able  to  maintain  or  increase
international  demand  for the  Corporation's  software  products  or  that  the
Corporation's  distributors  will be  able  to  effectively  meet  that  demand.
Additional risks inherent in the Corporation's international business activities
generally include  unexpected  changes in regulatory  requirements,  tariffs and
other  trade  barriers,  costs and risks of  localizing  software  products  for
foreign countries,  longer accounts  receivable payment cycles,  difficulties in
managing  international  distributors,  potentially  adverse  tax  consequences,
repatriation  of  earnings,  the  burdens of  complying  with a wide  variety of
foreign  laws and  changes in demand  resulting  from  fluctuations  in exchange
rates.  In  addition,  the laws of  certain  foreign  countries  do not  provide
protection for the Corporation's  intellectual property to the same extent as do
the laws of Canada and the United States.

Foreign Exchange Rate Exposure

The majority of the  Corporation's  revenue is denominated in U.S.  dollars (the
currency  in  which  the  Corporation's  financial  statements  are  stated)  or
currencies  other than Canadian  dollars and in the future may be denominated in
currencies other than Canadian or U.S. dollars.  The Corporation does not engage
in currency hedging activities to limit the risks of exchange rate fluctuations.
As a result,  changes in the relative  value of the U.S.  dollar to the Canadian
dollar and other foreign  currencies will affect the Corporation's  revenues and
operating margins.  The impact of future exchange rate fluctuations  between the
U.S. dollar and the Canadian dollar or other foreign  currencies on revenues and
operating  margins  cannot be  accurately  predicted  and could  have a material
adverse effect on the Corporation.

Enforcement of Civil Liabilities

The  Corporation  is a  corporation  incorporated  under  the  laws  of  British
Columbia,  Canada.  Certain of the directors and the Corporation's  professional
advisors are residents of Canada or otherwise  reside outside of the U.S. All or
a  substantial  portion  of the  assets of such  persons  are or may be  located
outside of the U.S. It may be difficult to effect  service of process within the
United  States  upon the  Corporation  or upon such  directors  or  professional
advisors or to realize in the U.S. upon judgments of U.S. courts predicated upon
civil liability of the Corporation or such persons under U.S. federal securities
laws.  The  Corporation  has been  advised  that  there  is doubt as to  whether
Canadian courts would (i) enforce  judgments of U.S. courts obtained against the
Corporation or such directors or professional  advisors  predicated  solely upon
the civil liabilities provisions of U.S. federal securities laws, or (ii) impose
liabilities in original  actions  against the  Corporation or such directors and
professional advisors predicated solely upon such U.S. laws. However, a judgment
against the Corporation  predicated solely upon civil liabilities  provisions of
such U.S. federal securities laws may be enforceable in Canada if the U.S. court
in which such judgment was obtained has a basis for  jurisdiction in that matter
that would be recognized by a Canadian court.



                                       5
<PAGE>

Wireless Division

Wireless Industry Growth

The overall  market for wireless  data  communications  devices has  experienced
significant  growth in recent years.  There can be no assurance  that the market
for the  Corporation's  existing or proposed  wireless  software  products  will
continue to grow,  that firms within the industry  will adopt the  Corporation's
software  products  for  integration  with their  wireless  data  communications
solutions,   or  that  the  Corporation  will  be  successful  in  independently
establishing product markets for its wireless software products.  If the various
markets in which the  Corporation's  software  products compete fail to grow, or
grow  more  slowly  than  the  Corporation  currently  anticipates,  or  if  the
Corporation  were  unable to  establish  product  markets  for its new  software
products,  the  Corporation's  business,  results  of  operation  and  financial
condition would be materially adversely affected.

Reliance on Microsoft

Some of the  Corporation's  wireless  software  products  wirelessly  enable the
functionality of Microsoft Exchange. The Corporation is aware that Microsoft has
developed its own wireless functionality for Microsoft Exchange that may compete
with software products of the Corporation. Also, United States federal and state
regulatory authorities have initiated broad antitrust actions against Microsoft.
The Corporation cannot predict to what extent these antitrust actions may affect
Microsoft or the Corporation's relationship with Microsoft.

Imaging Division

Reliance on Sales of Apple Macintosh Computers

The majority of the  Corporation's  revenues are currently derived from the sale
of the  Corporation's  printer  driver  products.  The  sale of  these  software
products  currently relies on the sale of computers that use the Apple Macintosh
operating  system.  Any  reduction  in sales of  computers  using the  Macintosh
operating  system  may have an  immediate  and  material  adverse  effect on the
Corporation's revenues.

In addition,  the Corporation's  strategy of developing  printer driver products
compatible with the Apple Macintosh operating system is substantially  dependent
on the  Corporation's  ability  to gain  pre-release  access  to, and to develop
expertise in, current and future Macintosh product  developments by Apple. There
can be no assurance that Apple will continue to cooperate with the  Corporation,
and the  inability  of the  Corporation  to  maintain  and  further  develop its
relationship   with  Apple  would  have  a  material   adverse   affect  on  the
Corporation's results of operations from its Imaging Division.



                                       6
<PAGE>

Reliance on Independent VARs, Resellers and OEMs ("Distributors")

A significant portion of the Corporation's  revenue from its Imaging Division is
derived from sales of printer driver products to Distributors that are not under
the direct control of the Corporation. These Distributors carry multiple product
lines and could reduce their support of the  Corporation's  software products in
favor of a competitor's  software products or for any other reason.  The loss of
any of the Corporation's  major Distributors for its Imaging Division would have
a material  adverse affect on the  Corporation's  results of operations from its
Imaging  Division.  Under  certain  conditions,  the  Corporation  offers  stock
balancing and price  protection  programs to its  Distributors.  Therefore,  the
Corporation is exposed to the risk of product returns from  Distributors.  There
can be no assurance that the Corporation's  recorded allowances for returns from
its Imaging  Division  will be adequate and a material  increase in returns over
historical  rates  would have a  material  adverse  affect on the  Corporation's
results of operations from its Imaging Division.  In 1999, Ingram Micro Inc. and
Hewlett-Packard were the Corporation's only significant Distributors, accounting
for 33% and 17% of the Corporation's sales, respectively.







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