EXHIBIT 10.27


                                 LOAN AGREEMENT


     THIS LOAN AGREEMENT  dated for reference the 24th day of July, 2001 between
Infowave  Software,  Inc., a company validly  existing under the laws of British
Columbia,  as borrower and Thomas Koll, a businessman  having an office at Suite
200, 4664 Lougheed Highway,  Burnaby, BC, V5C 5T5 (facsimile (604) 473-3799), as
lender.

     WHEREAS the Borrower has  requested a loan from the Lender in the principal
amount of U.S.  $5,000,000  and the Lender has agreed to make the loan available
on the terms and conditions herein;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that, in  consideration  of the
covenants  and  agreements  contained  herein,  and each party  intending  to be
legally bound hereby, the parties hereto hereby represent, warrant, covenant and
agree as follows:

                                   ARTICLE 1
                                   Definitions

     Section 1.1 Defined Terms and Expressions. In this Agreement, the following
terms have the meanings set forth after each:

     "Borrower"  means  Infowave  Software,  Inc.,  its successors and permitted
assigns;

     "Business Day" means any day of the year,  other than  Saturday,  Sunday or
other  day on which  banks  are  required  or  authorized  to close  banking  in
Vancouver, British Columbia or Seattle, Washington;

     "Credit Facility" means the loan in the principal amount of U.S. $5,000,000
made or to be made by the Lender to the Borrower pursuant to section 2.1;

     "Event of Default" has the meaning assigned to that term in section 7.1;

     "Financial  Statements" means the financial  statements of the Borrower and
all other financial statements and information  delivered to the Lender pursuant
to this Agreement or any of the Security Instruments;

     "GAAP" has the meaning assigned to that term in section 5.1(c);

     "General Security  Agreement" means the general security  agreement made by
the  Borrower in favour of the Lender  pursuant to section 3.1, as same may from
time to time be modified, supplemented, amended and in effect;

     "Indebtedness",  in respect of the Borrower,  includes all amounts borrowed
by the Borrower (whether secured or unsecured) and all other debts,  guarantees,
indemnities,  obligations, judgments and liabilities of the Borrower heretofore,
now or hereafter made, incurred or created;

     "Priority Agreement", means a priority agreement between the Lender and The
Toronto-Dominion  Bank in form and substance  satisfactory to the Lender and its
legal counsel;

     "Intellectual  Property"  means,  at any  time,  any and  all  intellectual
property  now owned or in the future  owned or  acquired  by a Person in which a
Person has rights, including, without limitation, all


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trademarks,  copyrights,  copyright  applications and registrations,  waivers of
moral rights, patents,  patent applications,  industrial design applications and
registrations,   inventions,  recipes,  formulae,  technology,  know-how,  trade
secrets,  data bases,  methods of doing business,  technical processes or rights
therein or related  thereto and all licenses or other Consents  related  thereto
and all goodwill  associated  with any of the  foregoing  together  with (i) any
trade names,  trade marks,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks,  logos,  design marks,
certification  marks,   distinguishing  guises  and  other  source  or  business
identifiers,  and the goodwill associated therewith,  (ii) any registrations and
recordings  thereof,  and all  applications in connection  therewith,  (iii) any
extensions,  renewals and continuations  thereof, and (iv) any rights to sue for
past, present or future  infringements of, dilution or depreciation of value to,
passing off of or injury to, or loss of distinctiveness of, any thereof`;

     "Judgment Currency" has the meaning assigned to that term in section 8.15;

     "Lender"   means  Thomas  Koll,  his  heirs,   executors,   administrators,
successors and assigns;

     "Lien" means any mortgage,  pledge, lien, hypothecation,  security interest
or other  encumbrance or charge (whether fixed,  floating or otherwise) or title
retention, any right of set-off (arising otherwise than by operation of law) and
any deposit of monies under any agreement or arrangement whereby such monies may
be withdrawn  only upon  fulfillment of any condition as to the discharge of any
other  indebtedness  or other  obligation  to any  creditor,  or any right of or
arrangement of any kind with any creditor to have its claims  satisfied prior to
other creditors with or from the proceeds of any properties,  assets or revenues
of any kind now owned or later acquired;

     "Maturity Date" means the date the Lender demands payment after the earlier
of: (a) January 24, 2002; and (b) October 30, 2001, if Shareholder  Approval has
not been obtained;

     "Original Currency" has the meaning assigned to that term in section 8.15;

     "Permitted Encumbrances" means the Liens, if any, referred to in Schedule A
and other  Liens,  if any,  from time to time  consented  to in  writing  by the
Lender;

     "Person" means any  individual,  corporation,  partnership,  joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof;

     "Intellectual  Property Security Agreement" means the intellectual property
security  agreement  made by the  Borrower  in favour of the Lender  pursuant to
section  3.1,  as the  same  may from  time to time be  modified,  supplemented,
amended and in effect;

     "Security  Instruments" means the Intellectual Property Security Agreement,
the General Security  Agreement and any and all other security at any time given
in respect of all or any part of the Credit Facility;

     "Shareholder Approval" has the meaning set forth in the Warrant Agreement;

     "Warrant Agreement" means the warrant agreement made between the Lender and
the Borrower  dated as of the date hereof,  as the same may from time to time be
modified, supplemented or amended and in effect;

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                                      -3-



     "Withholding  Taxes" means all amounts which must, by law, be withheld from
amounts  payable to the Lender and remitted to a competent  taxing  authority in
Canada on account of income tax imposed on the Lender on such amounts payable as
a result of the Lender being a non-resident of Canada;

     "Taxes"  means any and all  present  or future  taxes  (including,  without
limitation,  all  Withholding  Taxes,  stamp,  documentary,  excise or  property
taxes),  levies,  imposts,  deductions,  charges or withholdings and liabilities
with respect thereto;

     "Trademarks"  means (i) all trade  marks,  trade  names,  corporate  names,
company names,  business names,  domain names,  fictitious business names, trade
styles, service marks, logos, design marks, certification marks,  distinguishing
guises and other source or business  identifiers,  and the  goodwill  associated
therewith,  (ii) all registrations and recordings thereof,  and all applications
in  connection  therewith,  (iii) all  extensions,  renewals  and  continuations
thereof,  and (iv) all rights to sue for past,  present or future  infringements
of,  dilution or  depreciation of value to, passing off of or injury to, or loss
of distinctiveness of, any thereof; and

     "U.S. $" means United  States  Dollars,  the lawful  currency of the United
States of America.

     Section  1.2  Interpretation.  For  purposes of this  Agreement  (except as
otherwise expressly provided), (i) "this Agreement" means this loan agreement as
it may from time to time be  supplemented  or amended  and in  effect;  (ii) all
references in this Agreement to designated  "section" and other subdivisions are
to the designated  sections and other subdivisions of this Agreement;  (iii) the
words "herein", "hereof' and "hereunder" and other words of similar import refer
to  this  Agreement  as a whole  and  not to any  particular  section  or  other
subdivision;  (iv) the headings are for convenience  only and do not form a part
of this Agreement and are not intended to interpret,  define or limit the scope,
extent or intent of this Agreement or any provision hereof; and (v) the singular
of any term includes the plural,  and vice versa, the use of any term is usually
applicable to any gender and, where applicable,  a body corporate, the word "or"
is not  exclusive  and the word  "including"  is not  limiting  (whether  or not
non-limiting  language (such as "without  limitation" or "but not limited to" or
words of similar  import) is used with  reference  thereto).  All  references to
currency  as used  herein  mean the  lawful  currency  of the  United  States of
America, unless a reference is expressly made to another currency.

     Section 1.3  Schedules.  Schedules A, B and C form an integral part of this
Agreement.

                                   ARTICLE 2
                                   THE CREDIT

     Section 2.1 Terms of the Credit Facility.  The Lender agrees to lend to the
Borrower on or before the Maturity Date, at the request of the Borrower given to
the Lender in writing  three  Business  Days prior to the date of drawdown,  the
aggregate  principal  amount of U.S.  $5,000,000  for  general  working  capital
purposes.

     Section 2.2 Maximum Amount of the Credit Facility. Notwithstanding anything
to the contrary  contained  herein,  at no time shall the aggregate  outstanding
principal  amount of the Credit Facility exceed the amount  specified in section
2.1  hereof  and any  amounts  outstanding  in excess of such  amounts  shall be
immediately paid to the Lender on demand.

     Section 2.3 Interest. The Borrower will pay interest from and including the
date  of  the  advance  of  the  Credit  Facility  on the  amount  advanced  and
outstanding  from time to time,  after as well as before  maturity,  default and
judgment, in accordance with the following provisions:


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     (a)  amounts  outstanding under the Credit Facility will bear interest at a
          rate per annum  which is equal to eight per cent (8%) per annum of the
          principal amount thereof; and

     (b)  interest  will be calculated on the basis of the actual number of days
          elapsed  in a year  of 365 or 366  days,  as the  case  may  be,  with
          interest on overdue  interest  calculated daily at the set forth below
          rate, compounded in arrears monthly and payable on demand.

Notwithstanding the foregoing,  the Borrower shall pay interest on any principal
of or interest on the Credit Facility and on any other amount whatsoever payable
by the Borrower in respect of the Credit  Facility  under this  Agreement or the
Security Instruments which shall not be paid in full when due (whether at stated
maturity or by acceleration,  mandatory prepayment, demand or otherwise) for the
period  commencing  on and  including the due date thereof until same is paid in
full at a rate per annum which is equal to 12% per annum.

     Section 2.4 Warrant  Agreement.  As partial  consideration for the entering
into of this  Agreement,  the  Borrower  shall enter into the Warrant  Agreement
concurrent  with this  Agreement.  The Borrower and the Lender  acknowledge  and
agree that the entering into of the Warrant  Agreement is solely  related to the
entering into of this Agreement. For greater certainty, the entering into of the
Warrant  Agreement  is not  connected  in any way  with the  performance  of any
services by Koll for the Borrower or any of its subsidiaries.

     Section 2.5 Prepayment  and Payment of Credit.  (1) The Borrower will repay
the principal amount of the Credit Facility together with all accrued and unpaid
interest  thereon and all other  amounts  payable  hereunder  in full,  and such
amounts shall become due and owing in full, on the Maturity  Date.  Prior to the
Maturity  Date,  the  Borrower  will have the right at any time and from time to
time to repay the Credit  Facility or any part thereof,  with accrued and unpaid
interest thereon, without notice, premium, bonus or penalty.

     (2) Except as  otherwise  provided  herein,  each payment to be made to the
Lender  hereunder  will be made to the  Lender  at his  office  as  shown on the
signature pages hereof (or at such other place as may be specified by the Lender
by notice in writing  to the  Borrower)  not later  than  12:00 noon  (Vancouver
time), in U.S. $ and freely transferable, immediately available funds on the due
date for  payment  of the same  (whether  or not the full  amount of the  Credit
Facility  has then  been  advanced),  and,  if any  payment  made to the  Lender
hereunder  is made after 12:00 noon  (Vancouver  time) on any day,  such payment
will be deemed to have been made on the immediately  following  Business Day for
purposes of the  calculation  of interest and  interest  will accrue due to such
following Business Day.

     (3) Whenever any payment to be made hereunder is due on a day that is not a
Business Day, such payment will be made on the  immediately  following  Business
Day and interest will accrue due to such following Business Day.

     (3) The Lender will have the right to allocate any and all payments made to
the Lender by the  Borrower  (whether  on account  of any  amounts  owing by the
Borrower hereunder or under any of the Security Instruments or on account of any
other  Indebtedness  of the  Borrower to the Lender) in such  manner,  order and
priority as the Lender in its sole discretion may determine.

     Section 2.6 Taxes.  All payments by the Borrower  under this  Agreement and
the Security  Instruments shall be made free and clear of, and without deduction
or withholding for, Taxes other than Withholding Taxes. If the Borrower shall be
required by law to withhold or remit any Withholding Taxes from or in respect of
any sum payable under this Agreement or the Security Instruments:


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                                      -5-



     (a)  the sum payable  shall be  increased as may be necessary so that after
          paying the  Withholding  Taxes  (including any additional  Withholding
          Taxes payable on additional  amounts payable under this section),  the
          Lender  receives a net amount equal to the sum it would have  received
          if no Withholding Taxes had been paid;

     (b)  the  Borrower  shall  remit  such  Withholding  Taxes to the  relevant
          taxation or other authority in accordance with applicable law; and

     (c)  the Borrower shall forthwith  provide the Lender with proof in writing
          of the payment of all Withholding Taxes paid.

     The  Borrower  shall  indemnify  and save  harmless the Lender for the full
amount of Taxes levied by any  jurisdiction in Canada on, or in relation to, any
sum received or receivable  hereunder by the Lender (other than [income] capital
taxes or Withholding Taxes which have been paid by the Borrower).  Payment under
this indemnification shall be made within 30 days from the date the Lender makes
written demand therefor.  A certificate as to the amount of such Taxes submitted
to the  Borrower by the Lender shall be  conclusive  evidence,  absent  manifest
error, of the amount due from the Borrower to the Lender.  Without  prejudice to
the survival of any other agreement or obligation of the Borrower hereunder, the
obligations of the Borrower under this section shall survive the payment in full
of the  outstandings  hereunder  and each of the Credit  Facility  and  interest
thereon.

                                   ARTICLE 3
                                    SECURITY

     Section 3.1 Security. The Credit Facility,  interest thereon, and all other
amounts  from time to time  payable  hereunder  and the due  performance  of the
obligations  and covenants of the Borrower  herein  contained will be secured by
(i) the  Intellectual  Property  Security  Agreement  made and  delivered by the
Borrower to the Lender charging all of the Intellectual Property of the Borrower
in the  form of  Schedule  B and  (ii) a  general  security  agreement  made and
delivered by the Borrower to the Lender granting a security  interest in all the
property, assets and undertaking of the Borrower in the form of Schedule C.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     Section 4.1  Representations  and  Warranties of the Borrower.  In order to
induce the Lender to enter into this  Agreement  (and the Borrower  acknowledges
that the Lender is relying thereon), the Borrower represents and warrants to the
Lender that:

     (a)  the Borrower is a corporation  duly  incorporated and validly existing
          and in good standing  under the Company Act (British  Columbia) and is
          in good  standing  under the laws of the Province of British  Columbia
          and the  Borrower  has the  capacity  and  power to own and  lease its
          assets and property,  to carry on its business, to execute and deliver
          this  Agreement  and  the  Security  Instruments  being  executed  and
          delivered by it, to comply with the provisions  hereof and thereof and
          to duly  perform  and  observe all of its  obligations  hereunder  and
          thereunder and the entering into and  performance and observance by it
          of  such  obligations  has  been  duly  authorized  by  all  necessary
          partnership action;


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                                      -6-



     (b)  this  Agreement  has been duly  executed and delivered by the Borrower
          and constitutes a legal,  valid and binding obligation of the Borrower
          enforceable  in  accordance  with its terms  and each of the  Security
          Instruments,  when delivered to the Lender,  will  constitute a legal,
          valid and binding obligation of the Borrower enforceable in accordance
          with its terms in each case subject to the  qualifications  as set out
          in the opinion of counsel to the  Borrower,  delivered  as at the date
          hereof;

     (c)  there is no law, decree, regulation or similar enactment, no provision
          of the constating  documents of the Borrower or any of any instrument,
          agreement  or other  obligation  by which the  Borrower  or any of its
          respective property,  assets and undertaking is bound and no judgment,
          injunction  or other order or award of any  judicial,  administrative,
          governmental  or other  authority  or  arbitrator  which is or will be
          contravened  as a  result  of  the  execution  and  delivery  of  this
          Agreement or any of the Security  Instruments  or the  performance  or
          observance of any of the  obligations  expressed to be incurred by the
          Borrower in or pursuant hereto or thereto;

     (d)  all  authorizations,  approvals,  licenses,  registrations,  consents,
          exemptions or declarations  required or otherwise appropriate in order
          for the Borrower to own its property and assets, carry on its business
          in all  jurisdictions in which such property and assets are located or
          such  business is carried on and to enter into,  execute,  deliver and
          performs and be legally bound by its  obligations  hereunder and under
          the Security  Instruments  have been duly obtained or effected and are
          in full force and effect;

     (e)  no representation  or warranty by the Borrower  contained herein or in
          any of the  Security  Instruments  contains  any untrue  statement  of
          material fact or omits to state a material fact necessary to make such
          representation   and   warranty  not   misleading   in  light  of  the
          circumstances; and

     (f)  the  Borrower  has good  title  free and clear of all Liens to all its
          property  and assets  other  than  Permitted  Encumbrances  and is the
          registered,  legal and beneficial owner of the Intellectual  Property,
          except for any  licences  granted  therein in the  ordinary  course of
          business.

                                   ARTICLE 5
                                    COVENANTS

     Section 5.1  Borrower's  Positive  Covenants.  The Borrower  covenants  and
agrees with the Lender to:

     (a)  duly  and  punctually  pay or  cause  to be  paid  to the  Lender  the
          principal  amount of the Credit  Facility,  interest  thereon  and all
          other  amounts  from  time to time  payable  hereunder  and  under the
          Security  Instruments,  and to perform  and  observe  all of its other
          obligations  under this Agreement and the Security  Instruments on the
          dates, at the place and in the manner set forth herein;

     (b)  preserve and  maintain  its  corporate  existence,  licenses,  rights,
          franchises and privileges in the  jurisdiction of its organization and
          all authorizations,  consents, approvals, orders, licenses, exemptions
          from or registrations or qualifications with any court or governmental
          department, public body, authority,  commission, board, bureau, agency
          or  instrumentality  that is necessary or  materially  valuable in the
          operation of its business;


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     (c)  promptly  pay and  discharge  all  material  Taxes,  assessments,  and
          governmental  charges or levies  imposed upon the Borrower or upon its
          income and profits, or upon any of its property, before the same shall
          become  delinquent,  as well as all claims for labour,  materials  and
          supplies  which,  if unpaid,  might  become a lien or charge upon such
          properties or any part thereof;  provided,  however, that the Borrower
          shall not be required to pay and discharge  any such tax,  assessment,
          charge,  levy or  claim  so  long as the  validity  thereof  shall  be
          contested in good faith by  appropriate  proceedings  and the Borrower
          shall set aside on its books  adequate  reserves  in  accordance  with
          Canadian  generally  accepted  accounting   principles  ("GAAP")  with
          respect  to any  such  tax,  assessment,  charge,  levy  or  claim  so
          contested;

     (d)  keep adequate  records and books of account  reflecting  all financial
          transactions   in  conformity  with  generally   accepted   accounting
          principles and, when requested so to do,  forthwith make available for
          inspection by duly authorized representatives of the Lender any of its
          books  and  records  and  furnish  the  Lender  with  any  information
          regarding its business affairs and financial condition;

     (e)  upon becoming aware that the same may be threatened or pending, and in
          any case  immediately  after  the  commencement  thereof,  give to the
          Lender  notice in  writing  of all  litigation  or  administrative  or
          arbitration  proceedings before or of any court, tribunal,  arbitrator
          or  governmental  or municipal or other  authority or dispute with any
          governmental  or  municipal  or other  authority  which if  determined
          adversely to the Borrower, might have a material adverse effect on its
          financial conditions or operations;

     (f)  comply  with  the  requirements  of  all  applicable  laws,   decrees,
          regulations  and  similar   enactments  or  orders  of  any  judicial,
          administrative,   governmental   or  other  authority  or  arbitrator,
          non-compliance  with  which  might  materially  adversely  affect  the
          ability of the  Borrower to duly  perform and observe its  obligations
          under this Agreement or any of the Security Instruments;

     (g)  as soon as  practicable  and in any event  within  two days  after the
          occurrence  thereof  notify  the  Lender  forthwith  in writing of any
          occurrence of an Event of Default or any event which,  with the giving
          of notice or lapse. of time or otherwise, might constitute an Event of
          Default or of any failure by the Borrower  duly to perform and observe
          any of its respective  obligations  under this Agreement or any of the
          Security  Instruments,  and at the same time  inform the Lender of any
          action  taken or  proposed to be taken by the  Borrower in  connection
          therewith;

     (h)  at any time and from  time to time  upon the  written  request  of the
          Lender, execute and deliver such further documents and do such further
          acts and  things as the  Lender  may  reasonably  request  in order to
          effect  the  purposes  of  this  Agreement  or  any  of  the  Security
          Instruments.

     Section 5.2  Borrower's  Negative  Covenants.  The Borrower  covenants  and
agrees with the Lender that it will not, with the prior  written  consent of the
Lender (such consent not to be unreasonably withheld):

     (a)  incur or create any secured Indebtedness in excess of U.S. $100,000 or
          any Liens on the collateral charged by the Security  Instruments other
          than Permitted Encumbrances;


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                                      -8-



     (b)  liquidateor  dissolve,  consolidate  with, or merge into or with,  any
          corporation  or entity as a result  of which the  shareholders  of the
          Borrower  prior to such  transaction  will not hold a majority  of the
          outstanding  voting shares of the  surviving or combined  entity after
          such  transaction  unless this Credit Facility is repaid in full prior
          to  or  in  connection   with  such   transaction,   except  that  any
          wholly-owned subsidiary may merge with another wholly-owned subsidiary
          or with  the  Borrower  (so  long  as the  Borrower  is the  surviving
          corporation and no Event of Default shall occur as a result thereof);

     (c)  sell,  transfer,  lease or  otherwise  dispose  of, or grant  options,
          warrants or other rights with respect to, all or a substantial part of
          its  properties  or assets to any Person or entity  unless this Credit
          Facility  is  repaid  in full  prior  to or in  connection  with  such
          transaction;   provided  that  this  clause  shall  not  restrict  any
          disposition  made in the ordinary course of business and consisting of
          capital goods which are obsolete or have no remaining  useful life; or
          finished goods inventories;

     Section 5.3 Lender Covenant to Subscribers.  In the event: (a) the Borrower
completes an equity  financing of a minimum of US$4,000,000 on or before January
24, 2002 (the  "Equity  Financing"),  and (b) the  Shareholder  Approval for the
exercise of rights under the Warrant  Agreement  has been  obtained,  the Lender
agrees  to  subscribe  for  US$1,000,000  of  securities  as part of the  Equity
Financing (provided that the Lender acknowledges and agrees that under the rules
and policies of the Toronto  Stock  Exchange the Lender shall not be entitled to
any  "discount"  from the market  price for the  purposes  of the pricing of the
Securities under the Equity Financing.

                                   ARTICLE 6
                              CONDITIONS PRECEDENT

     Section 6.1 Conditions Precedent.  The Lender will not be obligated to make
any advance of the Credit Facility unless:

     (a)  the  Borrower  shall have  executed  and  delivered  to the Lender the
          Security  Instruments  and all other  documents  required by the terms
          hereof to be executed  and  delivered by it and each of the same shall
          be in full force and effect;

     (b)  the Borrower shall have obtained and delivered  Priority Agreement and
          the same shall be in full force and effect;

     (c)  the  Security  Instruments  and any  financing  statements  in respect
          thereof shall have been filed, registered,  entered or recorded in all
          offices of public record necessary or desirable to preserve or protect
          the security  created  thereby to the extent required by the Lender in
          its sole discretion;

     (d)  all legal matters incidental to the form,  substance and effectiveness
          of this Agreement and the Security Instruments and all other documents
          executed and delivered  pursuant  hereto shall be  satisfactory to the
          Lender and its counsel;

     (e)  no  representation  or warranty made by the Borrower in or pursuant to
          this  Agreement or any of the Security  Instruments  or in any notice,
          certificate, instrument or statement contemplated hereby or thereby is
          untrue or incorrect in any material respect; and


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                                      -9-



     (f)  no event shall have occurred and be continuing  which  constitutes  an
          Event of  Default  or with the  giving  of  notice of lapse of time or
          otherwise would constitute an Event of Default.

     Section  6.2   Discretion  of  Lender  to  Advance.   Notwithstanding   the
non-fulfillment of any condition precedent as set out in section 6.1, the Lender
may make the Credit  Facility  available or make such advance if the Lender,  in
its sole  discretion,  determines same to be advisable.  The making available of
the Credit Facility or any advance thereof by the Lender, either before or after
the  fulfillment of all conditions  precedent to the obligation of the Lender to
make the Credit Facility available or make such advance,  will not constitute an
approval, acceptance or waiver by the Lender of any condition precedent or Event
of Default.

                                   ARTICLE 7
                                EVENTS OF DEFAULT

     Section 7.1 Events of Default.  Each of the following events constitutes an
"Event of Default" under this Agreement:

     (a)  the Borrower failing to pay to the Lender when due principal, interest
          or any amount  payable by the Borrower to the Lender in respect of the
          Credit  Facility or  otherwise  payable by the  Borrower to the Lender
          hereunder  or  pursuant  hereto  or  under or  pursuant  to any of the
          Security  Instruments  (whether on account of  principal,  interest or
          otherwise) and such failure shall continue for three days;

     (b)  the  Borrower  committing  a breach of, or  defaulting  in the due and
          prompt   performance  or  observance  of,  any  of  its  covenants  or
          obligations  pursuant  to  this  Agreement  or  any  of  the  Security
          Instruments,  and,  in the case of a breach  other than one  involving
          payment,  such breach  continues for 3 days following  notice from the
          Lender,  or the  occurrence of any event which  entitles,  or with the
          giving of notice or lapse of time otherwise would entitle,  the Lender
          to accelerate any indebtedness, liability or obligation secured by any
          of the Security Instruments pursuant to the provisions thereof;

     (c)  any  representation or warranty made by the Borrower in or pursuant to
          this  Agreement or any of the Security  Instruments  or in any notice,
          certificate,  instrument or statement  contemplated  hereby or thereby
          being or proving to be untrue or incorrect in any material  respect as
          of the date on which such representation or warranty is made;

     (d)  any Lien on the whole or any  substantial  part of the  undertaking or
          assets of the Borrower becoming  enforceable and the Person or Persons
          entitled to the benefit thereof taking steps to enforce such Lien;

     (e)  any  execution,  extent or  sequestration  or any other process of any
          court  becoming  enforceable  against  the  Borrower  or a distress or
          analogous  process being levied upon any part of the property,  assets
          and  undertaking of the Borrower unless the Borrower gives security to
          the  Lender in such  form,  substance  and amount as the Lender in its
          sole  discretion may require,  and the Borrower in good faith disputes
          such process or appeals the  judgment  giving rise to such process and
          thereafter,  in the opinion of the  Lender,  the  Borrower  diligently
          thereafter prosecutes such dispute or appeal;


<PAGE>

                                      -10-



     (f)  the Borrower  carrying on a business  which its  constating  documents
          prohibits it from carrying on, or ceasing or  threatening  to cease to
          carry on business as a going concern,  or a resolution being passed, a
          petition  being  filed or an  order  being  made for the  dissolution,
          liquidation or winding-up of the Borrower or any other event occurring
          which  under   applicable   law  could  result  in  the   dissolution,
          liquidation or winding-up of the Borrower;

     (g)  the Borrower becoming insolvent, admitting in writing its inability to
          pay its debts as they  become  due or  committing  or  threatening  to
          commit an act of bankruptcy; the Borrower making an assignment for the
          benefit  of  creditors,   a  proposal  or  similar  action  under  the
          Bankruptcy and Insolvency  Act, the Companies'  Creditors  Arrangement
          Act or any similar  legislation,  or commencing any other  proceedings
          relating to it under any reorganization,  arrangement, readjustment of
          debt,  dissolution or liquidation  law or statute of any  jurisdiction
          whether  now or  hereafter  in  effect,  or by any act  indicates  its
          consent to, approval of, or acquiescence in, any such proceeding; or a
          bankruptcy  petition being filed or presented  against the Borrower or
          the Borrower being declared bankrupt;

     (h)  a   custodian,    liquidator,    receiver,   receiver   and   manager,
          receiver-manager,  trustee or any other  Person  with  similar  powers
          being  appointed  for the  Borrower  or any  property or assets of the
          Borrower;

     (i)  any action or proceeding  of or before any  judicial,  administrative,
          governmental or other authority or arbitrator  being commenced and not
          stayed or discharged within 30 days after it is commenced to enjoin or
          restrain the performance or observance by the Borrower of the terms of
          this Agreement or the Security Instruments,  to question in any manner
          the right or power of the Borrower to enter into,  exercise its rights
          under or perform or observe  the terms or  conditions,  or to question
          the legality,  validity,  binding nature or enforceability,  hereof or
          thereof;

     (j)  the due and prompt performance or observance of any of the obligations
          of the  Borrower  in or pursuant  to this  Agreement  or either of the
          Security  Instruments being or proving to be unlawful or impossible in
          any material respect for the Borrower;

     (k)  any or all of the  obligations  of the Borrower in or pursuant to this
          Agreement   or  any  of  the  Security   Instruments   being  void  or
          unenforceable or this Agreement or any of the Security  Instruments in
          any material respect ceasing to be in full force and effect;

     (l)  any  indebtedness  of the Borrower,  other than due the Lender,  in an
          aggregate principal amount exceeding $50,000 shall be duly declared to
          be or  shall  become  due and  payable  prior to the  stated  maturity
          thereof.

     (m)  the Lender in good faith has  reasonable  grounds to believe  that the
          prospect of payment or performance of any other  obligation under this
          Agreement  or the Security  Instrument  is impaired or that any of the
          Collateral (as defined in either of the Security Instruments) is or is
          about to be placed in jeopardy.

     Section 7.2 Lender's Remedies. Except as set out below, upon the occurrence
and during the  continuance of any Event of Default the Lender may, by notice in
writing (i) terminate the  obligation of the Lender to make the Credit  Facility
available or make any further  advance  thereunder;  and (ii) declare the Credit
Facility,  all accrued and unpaid interest thereon and all other amounts payable
under this


<PAGE>

                                      -11-



Agreement  and the  Security  Instruments  to be  immediately  due and  payable,
whereupon  the same shall become and be  immediately  due and  payable,  without
protest,  presentment,  demand or further  notice of any kind,  all of which are
expressly  waived by the Borrower,  and the Lender,  without notice to or demand
upon the Borrower,  which are expressly  waived by the Borrower,  may proceed to
protect,  exercise and enforce its rights and remedies  under this Agreement and
the Security  Instruments  and such other rights and remedies as are provided by
law or by equity or by statute. If any Event of Default described in section 7.1
(e),  (f),  (g) or (h) hereof shall occur for any reason,  whether  voluntary or
involuntary,  and be  continuing,  the Credit  Facility,  all accrued and unpaid
interest and all other amounts  payable under this Agreement shall be and become
immediately due and payable, without further notice, demand, or presentment.

     Section 7.3 Reinstatement.  To the extent that the Borrower makes a payment
or payments to the Lender,  and such payment or payments or any part thereof are
subsequently for any reason invalidated,  set aside and/or required to be repaid
to a trustee,  receiver  or any other  party under any  bankruptcy  law,  state,
provincial or federal law, common law or equitable cause,  then to the extent of
such  recovery,  the  obligation  or  part  thereof  originally  intended  to be
satisfied,  and all rights and remedies therefor, shall be revived and continued
in  full  force  and  effect  as if  such  payment  had  not  been  made or such
enforcement or setoff had not occurred.

                                   ARTICLE 8
                                  MISCELLANEOUS

     Section 8.1 Lender May Perform. If the Borrower fails to perform any of its
obligations under this Agreement or any of the Security Instruments,  the Lender
may, but is not obligated  to,  perform any or all of such  obligations  and all
costs, charges,  expenses, fees and outlays incurred by the Lender in connection
with such performance  will be payable by the Borrower to the Lender,  forthwith
without  demand by the Lender,  with interest  thereon from the date incurred by
the Lender at the rate per annum equal to 12% per annum  calculated and payable,
and bearing interest on overdue interest, in the same manner,  mutatis mutandis,
as interest on the Credit Facility as provided in section 2.3.

     Section 8.2 Borrower To Pay Fees. All  statements,  reports,  certificates,
opinions  and other  documents  or  information  required to be furnished to the
Lender by the Borrower under this Agreement and the Security Instruments will be
supplied without cost to the Lender. Furthermore,  the Borrower hereby agrees to
pay  promptly  to the  Lender on demand  the  amount of  US$50,000  to cover the
Lender's  out-of-pocket  expenses  (including  legal (on a solicitor and his own
client basis) and similar fees)  incurred from time to time in the  preparation,
negotiation,  documentation,  execution,  registration  and  operation  of  this
Agreement and the Security  Instruments and in the enforcement and  preservation
of the  Lender's  rights and  remedies  under this  Agreement  and the  Security
Instruments,  with interest  thereon from the date incurred by the Lender at the
rate per annum  equal to 12% per  annum  calculated  and  payable,  and  bearing
interest on overdue interest, in the same manner,  mutatis mutandis, as interest
on the Credit Facility.

     Section 8.3 Waiver;  No Preclusion of Rights.  No amendment,  modification,
supplement,  termination  or waiver of any provision of this Agreement or any of
the Security Instruments,  and no approval, consent or permission to be given by
the Lender hereunder or under any of the Security  Instruments will be effective
unless in writing  signed by the Lender and then only in the  specific  instance
and for the  specific  purpose  given  and the  Lender  will and does  have sole
discretion as to the exercise of any such approval, consent or permission and to
the mode of and time for  exercise  thereof  and, in the  absence of fraud,  the
Lender  will  be  in  no  way  responsible  for  any  loss,  costs,  damages  or
inconvenience  that may result from the  exercise or  non-exercise  thereof.  No
failure or delay on the part of the Lender in


<PAGE>

                                      -12-



exercising  any right,  power or  privilege  under this  Agreement or any of the
Security  Instruments  will operate as a waiver thereof and no single or partial
exercise of any right, power or privilege  hereunder or thereunder will preclude
any other or further exercise thereof or the exercise of any other right,  power
or privilege and  performance by the Lender pursuant to section 8.1 or otherwise
of any obligation of the Borrower will not constitute a waiver thereof.

     Section 8.4 Rights and Remedies Cumulative. The rights and remedies in this
Agreement and the Security  Instruments  expressly  specified are cumulative and
not exclusive of any rights or remedies which the Lender would  otherwise  have;
nor will the acceptance by the Lender of any further  security or of any payment
of or on account of the Credit  Facility,  interest  thereon or any other amount
payable under this Agreement or any of the Security Instruments maturing after a
default or of any payment on account of any past  default be  construed  to be a
waiver of any  right to take  advantage  of any  future  default  or of any past
default  not  completely  cured  thereby  and the Lender  may also,  in its sole
discretion,  exercise  any  and  all  rights,  powers,  remedies  and  recourses
available to it under this Agreement or any of the Security Instruments,  or any
other remedy  available to it, and such rights,  powers,  remedies and recourses
may be  exercised  concurrently  or  individually  without the  necessity of any
election.

     Section 8.5 Full Discharge of Security Instruments. The Lender will execute
and deliver or cause to be executed and delivered all  instruments  necessary to
discharge  the  security  created by the Security  Instruments  upon the written
request  of the  Borrower  and (i)  payment  in full to the Lender of the Credit
Facility,   interest  thereon,  and  all  other  amounts  payable  hereunder  or
thereunder;  and  (ii)  termination  of the  obligation  of the  Lender  to make
available the Credit Facility or any further advance thereunder.

     Section 8.6 No Other Person  Beneficiary.  The provisions hereof are solely
and  exclusively  for the  benefit  of the  Lender  and the  Borrower  and their
respective heirs, executors, administrators, successors and assigns and no other
Person  will,  under any  circumstances,  be or be  deemed  to be a  beneficiary
thereof.

     Section  8.7 Notice.  Any  notice,  demand,  request,  consent,  agreement,
approval or disapproval  which may or is required to be given hereunder shall be
made in writing and shall be considered given when delivered  personally or sent
by facsimile (with a copy by any means permitted for the giving of notices under
this Agreement),  or one day after delivery by a reputable overnight courier, to
the parties at the addresses set forth on the signature pages hereof (or at such
other address as a party may specify by notice similarly given).

     Section 8.8 Further Assurances. The Borrower agrees to do such further acts
and  things and to  execute  and  deliver  to the  Lender  such  further  deeds,
instruments,  powers and other documents as the Lender,  acting reasonably,  may
from time to time require or deem advisable to carry into effect the purposes of
this Agreement and the Security Instruments or to better assure and confirm unto
the Lender its rights, powers and remedies hereunder and thereunder.

     Section  8.9  Successors  and  Assigns.  This  Agreement  and the  Security
Instruments  will be binding  upon and enure to the benefit of the  Borrower and
the Lender, and their respective heirs,  executors,  administrators,  successors
and  assigns;  provided  that the  Borrower  may not assign any of its rights or
interests hereunder or thereunder.

     Section 8.10 Severability. If any provision of this Agreement or any of the
Security  Instruments or any part hereof or thereof is found or determined to be
invalid,  illegal or unenforceable such provision or part will be severable from
this Agreement or such Security Instrument, as the case may


<PAGE>

                                      -13-



be, and the remainder of this Agreement or such Security Instrument, as the case
may be, will be construed as if such invalid, illegal or unenforceable provision
or part had been deleted herefrom or therefrom.

     Section 8.11  Relationship  Between Parties.  The relationship  between the
Borrower and the Lender hereunder is, and shall at all times remain, solely that
of  borrower  and  lender,  and the Lender  neither  undertakes  nor assumes any
responsibility  or duty to the  Borrower  to review,  inspect,  supervise,  pass
judgment  upon or inform the  Borrower of any matter.  The  Borrower  shall rely
entirely upon its own judgment and any review, inspection, supervision, exercise
of judgment or information  supplied to the Borrower by the Lender in connection
with any matter is for the protection of the Lender and neither the Borrower nor
any third party is entitled to rely thereon.

     Section 8.12  Interest  Limitation.  Notwithstanding  any  provision to the
contrary  contained  herein,  in no event  shall the  aggregate  "interest"  (as
defined in Section 347 of the Criminal Code, Statutes of Canada,  1985, c. C-46,
as the same may be amended,  replaced or  re-enacted  from time to time) payable
hereunder exceed the effective annual rate of interest on the "credit  advanced"
(as defined in that section)  hereunder  lawfully  permitted  under that section
and, if any payment,  collection or demand pursuant to this Agreement in respect
of  "interest"  (as defined in that section) is determined to be contrary to the
provisions of that section,  such payment,  collection or demand shall be deemed
to have been made by mutual  mistake  of the  Borrower  and the  Lender  and the
amount of such  payment or  collection  shall be refunded to the  Borrower;  for
purposes  hereof the  effective  annual rate of interest  shall be determined in
accordance with generally accepted  actuarial  practices and principles over the
term of the  Credit  Facility  on the  basis of annual  compounding  of the rate
lawfully  permitted  under  that  section  and,  in the  event of a  dispute,  a
certificate of a Fellow of the Canadian Institute of Actuaries  appointed by the
Lender will be prima facie evidence for the purposes of such determination.

     Section 8.13 Time of essence.  Time is of the essence of this Agreement and
the Security Instruments.

     Section 8.14 Jurisdiction.  This Agreement and the Security Instruments and
all matters arising  hereunder or thereunder will be governed by the laws of the
Province of British  Columbia and all disputes  arising  hereunder or thereunder
will be referred to the courts of the Province of British Columbia or such other
court or courts as the Lender in its sole discretion may elect and, by execution
and delivery of this Agreement,  the Borrower  irrevocably  submits to each such
jurisdiction.

     Section 8.15 Judgment Currency.  If, for the purposes of obtaining judgment
in any court,  it is necessary to convert a sum due hereunder to the Lender from
the  currency  in  respect  of which  such  sum is  outstanding  hereunder  (the
"Original   Currency")   into  the  currency  in  which  a  court  of  competent
jurisdiction  may render judgment in connection with any litigation  relating to
the repayment of such sum (the "Judgment  Currency"),  the parties hereto agree,
to the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking  procedures of the
Lender's  bankers the Lender  could  purchase  the  Original  Currency  with the
Judgment  Currency on the Business Day preceding that on which final judgment is
paid or satisfied.  The obligations of the Borrower in respect of any sum due in
the Original Currency from it to the Lender under this Agreement or the Security
Instruments shall,  notwithstanding  any judgment in any Judgment  Currency,  be
discharged only to the extent that on the Business Day following  receipt by the
Lender of any sum adjudged to be so due in such  Judgment  Currency,  the Lender
may in  accordance  with  normal  banking  procedures  of the  Lender's  bankers
purchase the Original Currency with such Judgment Currency. If the amount of the
Original Currency so purchased is less than the sum originally due to the Lender
in the Original  Currency,  the Borrower  agrees,  as a separate  obligation and
notwithstanding any such judgment, to indemnify the


<PAGE>

                                      -14-



Lender,  against  such  loss,  and if the  amount of the  Original  Currency  so
purchased exceeds the sum originally due to the Lender in the Original Currency,
the Lender agrees to remit such excess to the Borrower.

     Section 8.16 Entire Agreement.  This Agreement and the Security Instruments
constitute the whole and entire agreement  between the parties hereto and cancel
and supersede any prior agreements, undertakings, declarations, representations,
written or verbal, in respect thereof.

     Section 8.17  Counterparts and Facsimile  Execution.  This Agreement may be
executed in one or more counterparts,  each of which so executed will constitute
an original and all of which will  constitute one and the same  agreement.  This
Agreement may be executed by the parties and  transmitted  by telecopy and if so
executed and transmitted this Agreement will be for all purposes as effective as
if the parties had delivered an executed original agreement.

         IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and delivered on the date first written above.

Suite 200                            INFOWAVE SOFTWARE, INC.
4664 Lougheed Highway
Burnaby, B.C.
V5C 5T5                              By: --------------------------------------
                                         Authorized Signatory
Attn:    Morgan Sturdy,
         Chairman
                                     By: --------------------------------------
Tel:     (604) 473-3739                  Authorized Signatory
Fax:     (604) 473-3799
Witness:


------------------------------       --------------------------------------
Name:                                Thomas Koll

                                     Address:  Suite 200
                                               4664 Lougheed Highway
                                               Burnaby, B.C.
                                               V5C 5T5
                                               Tel:  (604) 473-3739
                                               Fax:  (604) 473-3799



<PAGE>

                                   SCHEDULE A

                             PERMITTED ENCUMBRANCES


The term "Permitted Encumbrances" means:

(1)  undetermined  or inchoate  liens and charges  incidental  to  construction,
     maintenance or operations which have not at the time been filed pursuant to
     law;

(2)  liens for taxes, assessments or governmental charges or levies for the then
     current year and liens for taxes,  assessments or  governmental  charges or
     levies not at the time  overdue  or) if overdue,  the  validity of which is
     being contested diligently and in good faith by appropriate proceedings and
     for which,  if the Lender so requires,  the Borrower has given  security to
     the Lender in such amount as the Lender may reasonably require;

(3)  liens or  privileges  imposed by law such as carriers'  warehousemen's  and
     builder's  liens arising in the ordinary course of business which relate to
     the obligations not at the time due or delinquent, or if due or delinquent,
     the validity of which is being  contested  diligently and in good faith and
     for which,  if the Lender so requires,  the Borrower has given  security to
     the Lender in such amount as the Lender may reasonably require;

(4)  any mortgage,  pledge,  charge or other encumbrance or security interest in
     favour of the Lender or any company controlled by him;

(5)  Liens granted to secure  indebtedness  incurred to finance the  acquisition
     (whether by purchase or capitalized  lease) of tangible assets, but only on
     the assets acquired with the proceeds of such indebtedness;

(6)  Liens  (other  than Liens  arising  under the  Employee  Retirement  Income
     Security Act of 1974, as amended, or Section 412(n) of the Internal Revenue
     Code of 1986,  as amended)  incurred in the ordinary  course of business in
     connection  with  workers'  compensation,  unemployment  insurance or other
     forms of governmental  insurance or benefits,  or to secure  performance of
     tenders,  statutory  obligations,  leases  and  contracts  (other  than for
     borrowed  money)  entered  into in the  ordinary  course of  business or to
     secure obligations on surety or appeal bonds; and

(7)  judgment  Liens in existence  less than 60 days after the entry  thereof or
     with respect to which execution has been stayed.



<PAGE>


                                   SCHEDULE B

                FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT








<PAGE>

                                   SCHEDULE C

                       FORM OF GENERAL SECURITY AGREEMENT