Exhibit 10.38

                               SURRENDER OF LEASE
                               ------------------


THIS SURRENDER AND RELEASE made as of June 18, 2002


BETWEEN:

                INFOWAVE SOFTWARE, INC.
                200 - 4664 Lougheed Highway
                Burnaby, B.C.   V5C 5T5
                                                (the "Tenant")

AND:

                TONKO REALTY ADVISORS (B.C.) LTD. as Agent of the Owners
                (formerly known as Tonko-Novam Management Ltd. and Tonko
                 Development (B.C.) Ltd.)
                800 - 688 West Hastings Street
                Vancouver, B.C. V6B 1P1
                                                (the "Landlord")

WHEREAS:

A.   Pursuant  to that  certain  Indenture  of Lease dated  April 26,  2000,  as
     amended  August 25, 2000 (the  "Lease")  the  Landlord did demise and lease
     unto  the  Tenant  the  premises  known as  Suites  200,  226,  and 253 and
     comprising  30,276  square feet in the  building  located at 4664  Lougheed
     Highway in Burnaby,  B.C.  (the  "Leased  Premises"),  shown as outlined in
     black on the sketch plans  attached as Schedules  "A", "A1" and "A2" to the
     Lease and being part of those lands and premises  situate,  lying and being
     in the  City of  Burnaby  in the  Province  of  British  Columbia  and more
     particularly known and described as:

                                   Lot 81 "A"
                  except firstly: the west 150 feet, secondly:
               part now road on statutory right of way Plan 4957
                     District Lot 124, Group 1 NWD Plan 3348
                                                                  (the "Lands");

B.   The Tenant  wishes to  surrender  the Lease and the Leased  Premises to the
     Landlord and the  Landlord has agreed to accept the same,  all on the terms
     and conditions hereinafter set out;

C.   The rents,  covenants and conditions on the part of the Tenant reserved and
     contained in the Lease will have been paid,  observed  and  performed up to
     midnight,  June 30, 2002 (the  "Effective  Date") and the Tenant has agreed
     with  the  Landlord  that  the  Lease  and the  Leased  Premises  shall  be
     surrendered as of the Effective Date;

NOW THEREFORE THIS SURRENDER WITNESSES that in consideration of:

     (i)  the premises;

     (ii) the sum of One Hundred Twenty Five Thousand Dollars ($125,000.00) plus
          G.S.T  to be  paid  by the  Tenant  to  the  Landlord  as  hereinafter
          provided;

     (iii)the Tenant entering into a new lease  commencing July 1, 2002 with the
          Landlord for 12,416  square feet at 4664  Lougheed  Highway,  Burnaby,
          B.C.; and

     (iv) the Tenant  issuing to the  beneficial  owners of the Building,  Novam
          Projects Ltd. and Pyxis Real Estate  Equities  Inc.  (the  "Beneficial
          Owners"),  warrants to purchase up to 50,000 of common shares for each
          of the Beneficial Owners at an exercise price of $0.20 per share.

the parties hereto agree as follows:

1.   The Tenant,  as the party presently  entitled to the residue of the term of
     years granted by the Lease,  hereby  assigns and surrenders to the Landlord
     on the Effective  Date, the Leased Premises and the Lease together with all
     rights of renewal therein  contained to the extent that the term granted in
     the  Lease  may  merge  and  be  extinguished  in the  reversion  expectant
     therefrom.

2.   The Tenant,  for itself and its  successors and assigns,  hereby  covenants
     with the Landlord that as of the Effective Date:

     a)   it shall  have good  right,  full  power and  authority  to assign and
          surrender the Leased Premises and the Lease;

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     b)   it shall pay and  perform  the  consideration  for this  Surrender  as
          provided in this  Surrender on or before July 1, 2002,  but subject to
          the  extension  of time for  provision  of the warrants as provided in
          clause 5 hereunder;

     c)   it has not, at any time, subleased, pledged, hypothecated, assigned or
          encumbered  the Lease or in any other  manner  encumbered  the  Leased
          Premises and Tenant  agrees that it will not take any of the foregoing
          actions prior to the Effective Date; and

     d)   the rents, covenants and conditions on the part of the Tenant reserved
          and contained in the Lease shall be paid, observed and performed up to
          and including the Effective Date.

3.   The Tenant shall, on or before the Effective Date, remove all furniture and
     tenant's  fixtures from the Leased  Premises and in so doing shall cause no
     damage to the  Leased  Premises  or the  Building.  Such  removal  shall be
     carried out pursuant to any Rules and  Regulations  attached to and forming
     part of the Lease or issued pursuant thereto.

4.   The Tenant shall pay the  consideration  of $125,000 by a certified  cheque
     payable to Norah J Hall, solicitor for the Landlord, in trust, on or before
     the date of execution of this  Surrender,  and to be delivered on the trust
     condition that the said sum be paid to the Landlord on July 1, 2002.

5.   The warrants to be issued by the Tenant to the Beneficial Owners as part of
     the  consideration  for  the  Landlord  accepting  this  surrender  will be
     non-transferable  and will be immediately  exercisable  to purchase  common
     shares;  however,  the common  shares to be issued upon the exercise of the
     warrants will be subject to  restrictions on resale until the date which is
     four months from the date of issue of the warrants. The Tenant's obligation
     to issue the warrants will be subject to the  Beneficial  Owners  providing
     the Tenant with:  (a) a duly  completed  and executed  Accredited  Investor
     Questionnaire;  (b) a duly completed  Toronto Stock Exchange  Questionnaire
     ("TSX);  and (c) any other  documents  required  by  securities  regulatory
     authorities  or the rules and  policies of the TSX.  The Tenant shall issue
     the warrants  within a reasonable time of the Beneficial  Owners  providing
     the  Tenant  with  the said  documents  and in any  event by July 5,  2002;

6.   Wherever the singular or plural is used in this  Surrender,  the same shall
     be  construed  to mean and  include the  plural,  the  feminine or the body
     politic as the context may require.

7.   This  Agreement  shall enure to the benefit and be binding upon the parties
     hereto and their respective heirs and assigns.

8.   Save as aforesaid,  the Landlord from and after the Effective Date,  hereby
     releases  the Tenant from all  liability,  claims and demands in respect of
     any of the covenants contained in or otherwise arising under the Lease from
     and after the Effective Date.

IN WITNESS  WHEREOF the parties  hereto have executed this Surrender and Release
as of the day, month and year first above written.


LANDLORD:       TONKO REALTY ADVISORS (B.C.) LTD. as Agent of the Owners



                __________________________________
                By:  Andrew Altow, General Manager



TENANT:         INFOWAVE SOFTWARE, INC.


                By:________________________________

                George Reznik, CFO
                ---------------------------------------------------------
                Print Name and Position




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