EXHIBIT 99.1



                   SAFE HARBOR FOR FORWARD LOOKING STATEMENTS

               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  Software,  Inc. 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 Software, Inc.'s business, you should consider:

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

     |_|  the risk factors described in the Company's Annual report for the year
          ended  December  31,  2001  filed  with the  Securities  and  Exchange
          Commission; and

     |_|  the risk factors described below.


                                  RISK FACTORS

In addition to the other  information  contained in this report,  readers should
carefully  consider the following risk factors which may have a material adverse
effect on the Company's business, financial condition or results of operation.

HISTORY OF LOSSES

The Company is not  currently  profitable  and incurred  losses from  continuing
operations (which excludes the discontinued  operations of the Imaging Division)
calculated in accordance with Canadian Generally Accepted Accounting  Principles
of  $20,860,436,  $16,255,917  and  $3,773,523  for the years ended December 31,
2001,  2000 and 1999,  respectively.  The  Company  expects to continue to incur
losses in the future. The Company  anticipates that its expenses may increase as
the Company  continues  to increase  its  research  and  development,  sales and
marketing and general and administrative expenses. The Company cannot predict if
it will  ever  achieve  profitability  and,  if it  does,  it may not be able to
sustain or increase profitability.

MANAGEMENT OF CORPORATE RESTRUCTURING ACTIVITIES

In the past,  the Company has expanded its  operations  rapidly.  This expansion
placed  a  significant  strain  on the  Company's  managerial,  operational  and
financial resources as it integrated and managed new employees,  more locations,
more customers,  suppliers and other business relationships.  In April 2002, the
Company initiated corporate restructuring  activities which included a workforce
reduction of employees and  restructuring of certain business  functions.  There
have been and may continue to be substantial costs associated with the workforce
reduction  related to severance  and other  employee-related  costs,  as well as
material  charges  for  reduction  of  excess  facilities,   and  the  Company's
restructuring  plan may  yield  unanticipated  consequences,  such as  attrition
beyond its planned reduction in workforce.  This workforce  reduction has placed
significant  strain on the Company's  administrative,  operational and financial
resources  and  has  resulted  in  increased  responsibilities  for  each of its
management  personnel.  As  a  result,  the  Company's  ability  to  respond  to
unexpected  challenges may be impaired and it may be unable to take advantage of
new opportunities.  In addition,  the reduction in workforce may reduce employee
morale and may create concern among  potential and existing  employees about job
security at the Company,  which may lead to  difficulty  in hiring and increased
turnover  in its  current  workforce,  and  divert  management's  attention.  In
addition,  this  headcount  reduction  may  subject  the  Company to the risk of
litigation,  which could  result in  substantial  costs to the Company and could
divert  management's  time and  attention  away from  business  operations.  Any
failure by the  Company to  properly  manage  this  rapid  change in  workforce,
facilities  and  business  functions  could  impair  the  Company's  ability  to
efficiently  manage the Company's business and to attract and service customers.
It could also cause the Company to incur  higher  operating  costs and delays in
the execution of the Company's  business plan or in the reporting or tracking of
the Company's financial results.

WIRELESS INDUSTRY GROWTH

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

RELIANCE ON NEW TECHNOLOGIES

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  Company's  wireless  software
products will grow, if at all. If the market fails to grow, or grows more slowly
than anticipated, the Company will be materially adversely affected. Even if the
market does grow,  there can be no assurance  that the  Company's  products will
achieve commercial success.  The Company 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
Company's wireless mobile computing software,  reducing prices and the Company's
revenues and share of the market.

In addition, the Company's competitors may develop alternative technologies that
gain broader  market  acceptance  than the Company's  software  solutions.  As a
result,  the life cycle of the  Company's  software  solutions  is  difficult to
estimate.  The  Company  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  Company to expend
significant  capital  and  other  resources.  In  addition,  as a result  of the
complexities  inherent  in  the  Company's  solutions,   major  enhancements  or
improvements  will require long development and testing periods.  If the Company
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 Company 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 Company's  competitors
may develop technically  superior and comparably priced or lower priced software
that would have a material adverse effect on the Company.

ADDITIONAL FINANCING

The  Company  may not  have  sufficient  capital  to  fund  its  operations.  In
particular,  additional  financing  may be  required  to develop  and market the
Company's  software  products and services.  The Company believes that the total
amount  of cash  and  short-term  investments  will be  sufficient  to meet  its
anticipated  cash needs for working  capital and  capital  expenditures  through
2002. This is predicated on the Company meeting certain internal revenue


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projections  and working  capital  metrics.  If the Company  fails to meet these
projections,  it will not have  sufficient  resources to meet  anticipated  cash
needs for working capital and  expenditures  in 2002 without raising  additional
capital,  and/or  implementing   additional  reductions  in  expenses.   Further
reductions in expenses may negatively  impact the Company's  ability to grow the
business.

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 Company may not be able to or may be delayed in
being able to continue to commercialize its software products and services.

RELIANCE ON MICROSOFT

Some  of  the  Company's  wireless  software  products   wirelessly  enable  the
functionality  of Microsoft  Exchange.  The Company is aware that  Microsoft has
developed its own wireless  functionality  for Microsoft  Exchange that competes
with software products of the Company.

RELIANCE ON COMPAQ

The Company has entered into the Compaq  Strategic  Alliance and Sales Agreement
dated March 8, 2002 and a Worldwide Reseller Agreement with Compaq.  Under these
agreements,  the Company's software is sold both as a stand-alone product and is
bundled with Compaq's Proliant Servers,  and iPAQnet Mobile Intranet and iPAQnet
Mobile Email Pocket PC. There is no assurance,  however,  that this relationship
with Compaq will prove to be successful  or result in material  revenues for the
Company.

RELIANCE ON KEY PERSONNEL AND CONSULTANTS

The  Company  is  currently  dependent  upon  its  senior  management,  board of
directors and consultants, the loss of any of which may significantly affect the
performance  of the  Company  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 Company's growth and profitability.  The Company may be required
to recruit additional software  development  personnel,  expand its sales force,
expand  its  customer  support  functions  and  train,  motivate  and manage its
employees. The Company's ability to assimilate new personnel will be critical to
its performance.  Competition for qualified software  development  personnel and
other professionals is expected to increase.  There can be no assurance that the
Company 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 Company relies on key third-party relationships, including its relationships
with resellers and OEMs, for marketing and sales of its software products. These
third parties are not within the control of the Company, may not be obligated to
purchase  software  products  from the Company 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 Company or the
inability  of the Company to attract and retain new  resellers  or OEMs with the
technical,  industry and application  experience required to market and sell the
Company's software products successfully could have a material adverse effect on
the Company.

COMPETITION

Certain of the  Company's  competitors  have  substantially  greater  financial,
technical and marketing resources than the Company. In addition,  the market for
wireless mobile computing software products continues to develop, and


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additional  competitors  with  substantially  greater  financial,  technical and
marketing  resources than the Company may enter the market and  competition  may
intensify.  Current or future competitors may develop software products that are
superior  to  the  Company's   software   products  or  achieve  greater  market
acceptance.

PRODUCT DEFECTS

Software  products  as  complex  as those  offered by the  Company  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 Company 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 Company's  software products and resulting in damage
to the  Company's  reputation,  as well as lost  revenue,  diverted  development
resources and increased support costs.

INTELLECTUAL PROPERTY PROTECTION

The Company  considers its software  products and  trademarks to be of value and
important to its business.  The Company 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 Company has
several patent  applications  pending.  Despite the Company's efforts to protect
its proprietary rights,  unauthorized  parties may attempt to copy or obtain and
use  information  that the  Company  regards  as  proprietary.  There  can be no
assurance  that the  steps  taken by the  Company  to  protect  its  proprietary
information  will  prevent  misappropriation  of such  information.  The cost of
litigation  necessary  to  enforce  the  Company'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 Company.

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

FOREIGN EXCHANGE RATE EXPOSURE

The  majority of the  Company's  revenue is  denominated  in U.S.  dollars  (the
currency  in  which  the  Company's  financial   statements  are  presented)  or
currencies other than Canadian dollars (the functional  currency of the Company)
and in the future may be denominated  in currencies  other than Canadian or U.S.
dollars. The Company 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  Company'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 Company.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a corporation  incorporated  under the laws of British  Columbia,
Canada.  Certain of the directors and the  Company'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 Company 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
Company or such persons under U.S. federal securities laws. The Company has been
advised  that there is doubt as to whether  Canadian  courts  would (i)  enforce
judgments  of U.S.  courts  obtained  against the Company 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  Company or such  directors  and  professional  advisors  predicated
solely upon such U.S. laws.  However,  a judgment against the Company 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.


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POTENTIAL FLUCTUATIONS IN QUARTERLY FINANCIAL RESULTS

The  Company's  financial  results vary from quarter to quarter based on factors
such as the timing of significant orders and contract completions and the timing
of new product  introductions.  Any  significant  fluctuation  in revenue  could
materially adversely affect the Company.

CHANGE IN SALES STRATEGY AND RELIANCE ON A SMALL NUMBER OF CUSTOMERS

A significant  proportion  of the Company's  revenues are from a small number of
customers with large orders. In 2001, four customers  accounted for 61% of total
revenue. No single customer accounted for greater than 20% of revenues. In 2000,
one  customer  represented  57% of  revenue.  The  Company has changed its sales
strategy,  focusing  on  larger,  Fortune  500  opportunities,  which  have  the
potential for  significant  sales.  In the past,  the Company also was targeting
smaller  opportunities with less potential for future upsell. As a result of the
change in  strategy,  the Company may  experience  swings in revenue,  as single
large  opportunities  can materially  affect the revenue results of any quarter,
and  it  is  difficult  to  accurately   predict   revenue   timing  with  these
opportunities.

CERTAIN  SHAREHOLDERS  MAY  EXERCISE  CONTROL  OVER  MATTERS  VOTING UPON BY THE
SHAREHOLDERS

Certain of the Company's  officers,  directors and entities  affiliated with the
Company  together  beneficially  owned a  significant  portion of the  Company's
outstanding  common shares as of December 31, 2001. While these  shareholders do
not hold a majority of the Company's outstanding common shares, they may be able
to exercise significant  influence over matters requiring  shareholder approval,
including the election of directors and the approval of mergers,  consolidations
and sales of the Company's assets.  This may prevent or discourage tender offers
for the Company's common shares.

POSSIBLE MARKET VOLATILITY

The market price for the Common Shares may be subject to significant volatility.
Quarterly operating results of the Company or of other companies involved in the
wireless industry specifically or technology  industries  generally,  changes in
general conditions in the North American economy, the financial markets in North
America,  failure  to meet  the  projections  of  securities  analysts  or other
developments  affecting  the Company or its  competitors  could cause the market
price of the Common Shares to fluctuate  substantially.  In addition,  in recent
years the stock market has  experienced  extreme price and volume  fluctuations.
This volatility has had a significant  effect on the market prices of securities
of many companies for reasons unrelated to their operating performance.



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