EXHIBIT 99.2


                             INFOWAVE SOFTWARE, INC.
                        Suite 188, 4664 Lougheed Highway
                            Burnaby, British Columbia
                                     V5C 5T5
                              Phone: (604) 473-3600

                            NOTICE OF 2000 ANNUAL AND
                    EXTRAORDINARY GENERAL MEETING OF MEMBERS
                    ----------------------------------------

TAKE NOTICE that an Annual and Extraordinary  General Meeting (the "Meeting") of
the Members of INFOWAVE SOFTWARE,  INC.  (hereinafter called the "Company") will
be held at Ballroom B, The Waterfront Centre Hotel, 900 Canada Place, Vancouver,
British Columbia,  on June 5, 2000 at the hour of 2:00 p.m. (Vancouver time) for
the following purposes:

1.   to receive the Report of Directors of the Company;
2.   to receive  the  financial  statements  of the  Company for its fiscal year
     ended December 31, 1999 and the report of the Auditors thereon;
3.   to appoint  Auditors for the ensuing year and to authorize the Directors to
     fix their remuneration;
4.   to set the number of Directors of the Company at 5;
5.   to elect Directors;
6.   to confirm and approve amendments to the Stock Option Plan of the Company;
7.   to amend the articles of the Company to grant the  directors  discretionary
     power to increase the size of the Board of Directors by up to one-third;
8.   to approve a Shareholder Rights Plan; and
9.   to transact such other business as may properly come before the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

A member  entitled  to attend and vote at the  Meeting is  entitled to appoint a
proxy  holder to attend and vote in his  stead.  If you are unable to attend the
Meeting in person, please read the Notes accompanying the Form of Proxy enclosed
herewith  and then  complete and return the Proxy within the time set out in the
Notes.  The enclosed Form of Proxy is solicited by Management but, as set out in
the Notes,  you may amend it if you so desire by striking  out the names  listed
therein and  inserting in the space  provided the name of the person you wish to
represent you at the Meeting.

DATED at Vancouver, British Columbia, this 1st day of May, 2000.

                       BY ORDER OF THE BOARD OF DIRECTORS

                                 "Jim McIntosh"

                                  Jim McIntosh
                           President, CEO and Director


<PAGE>

                             INFOWAVE SOFTWARE, INC.

               ANNUAL AND EXTRAORDINARY GENERAL MEETING OF MEMBERS
               ---------------------------------------------------
                              INFORMATION CIRCULAR
                              --------------------

                           AS AT AND DATED MAY 1, 2000



                             SOLICITATION OF PROXIES
                             -----------------------

This  Information  Circular  accompanies  the  Notice  of the  2000  Annual  and
Extraordinary  General Meeting (the "Meeting") of members of INFOWAVE  SOFTWARE,
INC. (the  "Company")  and is furnished in  connection  with a  solicitation  of
proxies for use at the Meeting and at any adjournment thereof. The enclosed Form
of Proxy is being solicited by management of the Company.  Solicitations will be
made by mail and possibly supplemented by telephone or other personal contact to
be made without special  compensation  by regular  officers and employees of the
Company.  The  Company may  reimburse  members'  nominees  or agents  (including
brokers  holding shares on behalf of clients) for the cost incurred in obtaining
from  their  principals  authorization  to execute  forms of proxy.  The cost of
solicitation will be borne by the Company.

                           APPOINTMENT OF PROXYHOLDER
                           --------------------------

The individuals  named in the  accompanying  Form of Proxy (i.e., the Management
proxy) are the  President  and the Chief  Financial  Officer of the  Company.  A
MEMBER  WISHING  TO  APPOINT  SOME  OTHER  PERSON  (WHO NEED NOT BE A MEMBER) TO
REPRESENT  HIM AT THE MEETING HAS THE RIGHT TO DO SO,  EITHER BY INSERTING  SUCH
PERSON'S NAME IN THE BLANK SPACE  PROVIDED IN THE FORM OF PROXY OR BY COMPLETING
ANOTHER FORM OF PROXY.

A proxy will not be valid unless the completed  Form of Proxy is received by the
Company at the offices of the Company's  registrar and transfer agent,  Montreal
Trust  Company  of Canada,  at its  offices at 510  Burrard  Street,  Vancouver,
British  Columbia,  V6C 3B9, or at the head office of the Company at Suite #188,
4664 Lougheed  Highway,  Burnaby,  British  Columbia,  V5C 5T5, not less than 48
hours  (excluding  Saturdays,  Sundays and holidays) before the time for holding
the Meeting or any  adjournment  thereof,  or  delivered  to the Chairman of the
Meeting prior to the commencement of the Meeting.

                              REVOCABILITY OF PROXY
'                              ---------------------

In addition to revocation  in any other manner  permitted by law, a proxy may be
revoked  by  instrument  in  writing  executed  by the  member  or his  attorney
authorized in writing or, if the member is a corporation,  by a duly  authorized
officer or attorney  thereof,  and deposited either at the registered  office of
the Company at any time up to and  including the last business day preceding the
day of the Meeting,  or any adjournment  thereof or, as to any matter in respect
of which a vote shall not already  have been cast  pursuant to such proxy,  with
the Chairman of the


<PAGE>

                                      -2-



Meeting on the day of the Meeting, or any adjournment  thereof,  and upon either
of such deposits the proxy is revoked.

A  revocation  of a proxy  does not  affect  any matter on which a vote has been
taken prior to the  revocation.  A member of the Company may also revoke a proxy
by signing a form of proxy bearing a later date and returning  such proxy to the
Chairman of the Meeting prior to the commencement of the Meeting.

A person duly  appointed  under an  instrument of proxy will be entitled to vote
the shares represented thereby,  only if the Form of Proxy is properly completed
and  delivered  in  accordance  with the  requirements  set out above  under the
heading "Appointment of Proxyholder" and such proxy has not been revoked.

                  VOTING OF PROXIES AND EXERCISE OF DISCRETION
                  --------------------------------------------

If the  instructions as to voting  indicated in a proxy are certain,  the shares
represented  by the proxy will be voted on any poll where a choice with  respect
to any matter to be acted upon has been  specified in the proxy,  in  accordance
with the specifications so made. IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED
THAT THE PERSON  DESIGNATED BY MANAGEMENT IN THE ACCOMPANYING FORM OF PROXY WILL
VOTE THE SHARES  REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON
THE FORM OF PROXY AND FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITORS.

The Form of Proxy accompanying this Information  Circular confers  discretionary
authority  upon the named proxy holder with respect to  amendments or variations
to the matters identified in the accompanying Notice of Meeting and with respect
to any other matters which may properly come before the Meeting.  As of the date
of this  Information  Circular,  the  management of the Company knows of no such
amendment or  variation  of matters to come before the Meeting  other than those
referred to in the accompanying Notice of Meeting.

                   VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
                   -------------------------------------------

The Company is currently  authorized to issue 100,000,000  common shares without
par value (the "Common  Shares").  There are 19,179,800 Common Shares issued and
outstanding  as of May 1,  2000.  The Board of  Directors  of the  Company  have
determined  that all  members  of record as of May 1, 2000 will be  entitled  to
receive  notice  of and to vote at the  Meeting.  At a  general  meeting  of the
Company on a show of hands,  every member present in person and entitled to vote
shall have one vote and on a poll every member  present in person or represented
by proxy or other proper  authority and entitled to vote shall have one vote for
each common share of which he is the holder.  Common Shares represented by proxy
will only be voted on a poll.

To the knowledge of the  Directors and Senior  Officers of the Company as at the
date  hereof,  the  persons  or  companies  beneficially  owning,   directly  or
indirectly, or exercising control or


<PAGE>

                                      -3-



direction  over  voting  securities  carrying  more than 10% of the  outstanding
voting rights of the Company are as follows:

         Name and Address              Number of Shares             Percentage
         ----------------              ----------------             ----------
         529452 B.C. Ltd.(1)              3,289,756                     17.2%
         Vancouver, B.C.
         Gary McIntosh(1)                    48,733                      0.3%
         Burnaby, B.C.
         Jim McIntosh(1)(2)(3)              673,886                      3.5%
         Anmore, B.C.

         Notes:    (1)     The issued share capital of 529452 B.C. Ltd. consists
                           of  100  Class A  voting shares and 100 Class B non-
                           voting shares and 1,000 Class C preferred shares and
                           1,000 Class D preferred  shares. Gary  McIntosh holds
                           49  Class  A  voting  shares,  49 Class B non-voting
                           shares and all 1,000 of the Class C preferred shares.
                           Jim McIntosh  holds 51 of the Class A voting  shares,
                           51 of the Class B non-voting  shares and all 1,000 of
                           the Class D preferred shares.

                  (2)      Includes   82,375  Common  Shares  held  by  a  trust
                           established  under the Company's  Employee  Incentive
                           Plan.  Jim  McIntosh  is the  Trustee  of and has the
                           power to vote the Common Shares held by this trust.

                  (3)      Jim  McIntosh  also holds  options to  purchase up to
                           600,043  Common  Shares.  A total of 350,043  options
                           have an  exercise  price of $1.00  per  Common  Share
                           expiring on  September 8, 2002 and a total of 250,000
                           options  have an exercise  price of $13.20 per Common
                           Share expiring on December 10, 2004.

                              ELECTION OF DIRECTORS
                              ---------------------

Election of Directors

The term of office of each of the present Directors expires at the Meeting. Each
Director  of the Company is elected  annually  and holds  office  until the next
Annual General Meeting of the Company unless that person ceases to be a Director
before  then.  The Company  proposes to set the number of  Directors at 5 at the
Meeting,  subject to any  increase  as may be  permitted  under the  Company Act
(British Columbia).

The  persons  named  below will be  presented  for  election  at the  Meeting as
Management's  nominees for the Board of Directors,  and the proxies named in the
accompanying Form of Proxy intend to vote for the election of these nominees. In
the absence of  instructions to the contrary,  the Common Shares  represented by
proxy will be voted on a poll for the nominees herein listed.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE
AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE
SLATE OR NOMINEES  HEREIN LISTED,  IT IS INTENDED THAT  DISCRETIONARY  AUTHORITY
SHALL BE  EXERCISED  BY THE PROXY ON A POLL FOR THE ELECTION OF ANY OTHER PERSON
OR PERSONS AS DIRECTORS.

The  following  table  sets  out the  names  of the  nominees  for  election  as
Directors,  the country in which each is ordinarily resident, all offices of the
Company now held by each of them, their


<PAGE>

                                      -4-



principal  occupations  for the last five  years if not  presently  elected as a
Director,  the period of time for which each has been a Director of the Company,
and the  number  of  Common  Shares  beneficially  owned  by each,  directly  or
indirectly,  or over which they exercise  control or  direction,  as at the date
hereof.

<TABLE>
                                                    Number of Common Shares
                                                    Beneficially Owned, Directly or        Principal Occupation and if
Name, Present Office                                Indirectly, or over which Control is   not at Present an Elected
Held and Country                                    Exercised at the Date of this          Director, Occupation During
Ordinarily Resident          Director Since         Information Circular                   the Past Five (5)
-------------------          --------------         ------------------------------------   ---------------------------
<S>                          <C>                    <C>                                   <C>
Jim McIntosh, President,     February 21, 1997       3,963,642 Common Shares(1) (2) (3)   President and Chief
Chief Executive Officer                                                                   Executive Officer of the
and Director, Canada                                                                      Company since June 1991

Morgan Sturdy,               October 6, 1999                       Nil(5)                 Executive Vice-President,
Chairman and Director,                                                                    NICE Systems Ltd
Canada(4) (6)

Scot Land, Director,         October 10, 1997                      Nil(7)                 Managing Director,
United States(4) (6)                                                                      En-Compass Ventures
David Neale, Director        May 21, 1998                          Nil(8)                 Vice-President, New Product
Canada (4)                                                                                Development, Rogers AT&T
                                                                                          Wireless Inc.
David Wedge, Secretary,      May 21, 1998 to                       10,000                 Lawyer, David J. Wedge Law
Canada                       October 6, 1999                                              Corporation, since March
                                                                                          1992

</TABLE>

Notes:    (1)  Includes  3,289,756  Common Shares held by 529452 B.C. Ltd. which
               Jim  McIntosh  may be  considered  to  beneficially  own or  have
               control or  direction  over.  See  "Voting  Shares and  Principal
               Holders Thereof."
          (2)  Includes 82,375 Common Shares held by a trust  established  under
               the  Company's  Employee  Incentive  Plan.  Jim  McIntosh  is the
               Trustee  of and has the power to vote the Common  Shares  held by
               this trust.
          (3)  Jim McIntosh also holds options to purchase up to 600,043  Common
               Shares.  A total of 350,043  options  have an  exercise  price of
               $1.00 per Common Share  expiring on September 8, 2002 and a total
               of 250,000  options  have an exercise  price of $13.20 per Common
               Share expiring on December 10, 2004.
          (4)  Member of Nominating Committee
          (5)  Morgan  Sturdy  holds  options to purchase  up to 100,000  Common
               Shares at an exercise  price equal to $3.57 per share expiring on
               October 6, 2004.
          (6)  Member of Audit Committee and Compensation Committee.
          (7)  Scot Land holds  options to purchase up to 100,000  Common Shares
               at an exercise price equal to $1.00 per share expiring on October
               10, 2002.
          (8)  David Neale holds  options to purchase up to 48,000 Common Shares
               at an exercise  price equal to $2.55 per share  expiring  May 27,
               2003.

Advance Notice of the Meeting was published in the March 10, 2000 edition of the
Vancouver Sun newspaper, pursuant to Section 111 of the Company Act.

                             EXECUTIVE COMPENSATION
                             ----------------------

Aggregate Compensation

For the fiscal year ended December 31, 1999, there were 8 executive  officers of
the Company and the aggregate cash  compensation paid to them by the Company was
$1,030,018. Except as described herein, there are no plans in effect pursuant to
which cash or non-cash compensation


<PAGE>

                                      -5-



was paid or  distributed  to such  executive  officers  during the most recently
completed  financial  year  or  is  proposed  to be  paid  or  distributed  in a
subsequent year.

Compensation of Named Executive Officers

The  following  table sets forth all  compensation  paid in respect of the Chief
Executive  Officer of the Company and any person serving as executive officer at
the end of the most  recently  completed  fiscal year of the Company whose total
salary and bonus exceeded $100,000 plus any additional  individuals who were not
executive  officers at the end of the fiscal year, but who would  otherwise have
been included (the "Named Executive  Officers") for the years ended December 31,
1999, 1998 and 1997.

<TABLE>
                                            SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
                                                                              Long-term
                                       Annual Compensation                    Compensation
                                       -------------------               ---------------------
                                                                                 Awards
                                                                         ---------------------
                                                                           Securities Under        All Other
Name and Principal Position      Year     Salary     Bonus      Other      Options Granted        Compensation
                                            $          $          $               #                    $
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>         <C>        <C>         <C>                   <C>
Jim McIntosh                     1999    110,000     95,933      NIL           250,000                NIL
President and Chief Executive    1998    110,000     80,000      467             NIL                  NIL
Officer                          1997    110,000     67,308     1,315          350,043                NIL
-------------------------------------------------------------------------------------------------------------------
Bijan Sanii                      1999    110,000    147,674     7,500          290,000                NIL
Chief Operating Officer          1998     97,308    176,000     6,756            NIL                  NIL
                                 1997     51,923     15,000      NIL           117,221                NIL
-------------------------------------------------------------------------------------------------------------------
Todd Carter                      1999    110,000     90,000      NIL           150,000                NIL
Chief Financial Officer          1998    100,000     50,000      NIL            60,000                NIL
                                 1997     19,500      NIL        NIL            90,000                NIL
-------------------------------------------------------------------------------------------------------------------
Gord Watson                      1999     83,000     25,491     5,400            NIL                  NIL
Vice President, Finance          1998     81,000     37,500     6,214            NIL                  NIL
                                 1997     77,000      NIL       6,241          117,221                NIL
-------------------------------------------------------------------------------------------------------------------
Ron Jasper                       1999     90,000     17,178     2,000           25,000                NIL
Vice President, Marketing,       1998     80,000     5,645      4,000           72,000                NIL
Wireless Division                1997     9,231       NIL        NIL            45,000                NIL
-------------------------------------------------------------------------------------------------------------------
</TABLE>






<PAGE>

                                      -6-



Options to Purchase Securities

A total of 715,000 options to purchase  securities  (i.e.  Common Shares) of the
Company  were  granted to the Named  Executive  Officers  during the fiscal year
ended  December 31,  1999.  These  options are  described in the table set forth
below:

<TABLE>
                                               % of Total
                                                Options                          Market Value of
                          Common Shares       Granted to      Exercise Price      Common Shares
                          Under Options      Employees in       per Common     Underlying Options on
Name                         Granted         Financial Year        Share         the Date of Grant        Expiration Date
----------------------- ------------------ ----------------- ---------------- ------------------------ --------------------
<S>                           <C>                <C>              <C>                 <C>              <C> <C>
Jim McIntosh                  250,000            14.75            $13.20              $13.20           December 10, 2004
Bijan Sanii                   250,000            14.75            $13.20              $13.20           December 10, 2004
Bijan Sanii                    40,000             2.36             $1.56               $1.56           January 21, 2004
Todd Carter                   150,000             8.85            $13.20              $13.20           December 10, 2004
Ron Jasper                     25,000             1.48            $13.20              $13.20           December 10, 2004
</TABLE>


Notional Year-End Option Values

Options  to  acquire  a total of  137,827  Common  Shares  of the  Company  were
exercised by the Named Executive  Officers  during the last completed  financial
year. The notional value of unexercised but exercisable/unexercisable options at
year end is set out in the table below:

<TABLE>
                                             YEAR END OPTION VALUES

                                                                                              Value of Unexercised but
                                                               Unexercised Options at Year     Exercisable Options at
                           Securities                                     End(1)                    Year End (2)
                          Acquired on       Aggregate Value                (#)                           ($)
         Name             Exercise (#)       Realized ($)       Exercisable/Unexercisable     Exercisable/Unexercisable
----------------------- ----------------- -------------------- ----------------------------- ----------------------------
<S>                       <C>                <C>                <C>                            <C>
Jim McIntosh                   NIL                   NIL            258,158 / 341,885          $3,911,094 / $2,129,558
Bijan Sanii                 86,451              $230,632              NIL / 320,770               NIL / $1,787,266
Todd Carter                 30,000              $225,410             73,258 / 196,742          $1,073,384 / $1,130,296
Ron Jasper                  21,376              $101,045             29,476 / 91,148            $442,025 / $1,065,308
Gord Watson                    NIL                   NIL             86,451 / 30,770            $1,309,733 / $466,166
</TABLE>


        Notes:    (1)  Options to purchase Common Shares.
                  (2)  Maximum  notional  value at December  31, 1999 based upon
                       the  closing  price of the Common  Shares on The  Toronto
                       Stock Exchange of $16.15.

Termination of Employment Change in Responsibilities and Employment Contracts

The Company's policy is to require all employees,  including its Named Executive
Officers,  as a condition to their  employment  with the Company,  to enter into
agreements  requiring the  non-disclosure  of  confidential  information  of the
Company, and the assignment and confirmation of


<PAGE>

                                      -7-



the Company's  ownership of all  intellectual  property  rights in the course of
such employee's employment with the Company.

A Statement of Corporate Governance Practices

The  Board of  Directors  (the  "Board")  of the  Company  adopted  a  Corporate
Governance  Policy (the  "Policy") on March 20, 2000.  The Company's  compliance
with the  guidelines  for  corporate  governance as set out in The Toronto Stock
Exchange  Company  Manual (the  "Manual")  is  described in Schedule "E" to this
Information Circular.

Compensation Committee

The Compensation  Committee  currently consists of Morgan Sturdy,  Scot Land and
Gary McIntosh,  all of whom are unrelated directors.  The Compensation Committee
is  responsible  for  establishing   management   compensation  based  on  Board
evaluation of management performance.  It is the responsibility of the committee
to ensure  management  compensation  is  competitive  to enable  the  Company to
continue to attract talented individuals. The Chief Executive Officer meets with
the Compensation Committee annually to receive their recommendations.  All final
decisions require Board approval.

It is the policy of the Company to compensate  its  management  for  exceptional
performance using three forms of remuneration: base salary, cash bonus and stock
option  grants.  Base salary will be  determined  largely by reference to market
conditions, while annual incentive cash and stock option awards will provide the
opportunity  for  cash   compensation   and  enhanced  share  value  based  upon
exceptional individual and departmental performance,  and the overall success of
the Company in any given year.


<PAGE>

                                      -8-



Performance Graph

The Common Shares of the Company  currently  trade on The Toronto Stock Exchange
(the "TSE"). The Common Shares were listed on the TSE on October 14, 1999. Prior
to listing on the TSE,  the Common  Shares  were listed on the  Vancouver  Stock
Exchange  (the  "VSE") on October  14,  1997 and were  delisted  from the VSE on
November 26, 1999. The following chart compares the total cumulative shareholder
return for $100  invested in Common  Shares of the Company on October 14,  1997,
with the  cumulative  total  return  of the TSE 300 Index  for the  period  from
October 14, 1997, to December 31, 1999 (assuming reinvestment of dividends).

         [Chart below represented as a performance graph in original.]

<TABLE>

              Total Shareholder Return on $100 Investment (October 14, 1997 to December 31, 1999

               IWM         TSE        Close       Close      Shares       Shares              Value       Value
               ---         ---        -----       -----      ------       ------              -----       -----
<S>          <C>         <C>          <C>       <C>         <C>         <C>                   <C>          <C>
Oct-14                                 2.2      7,168.77    45.45455    0.013949
Oct-97       100.00      100.00       2.15      6,842.36                                       98           95
Nov-97        85.00       91.00       1.70      6,512.78                                       77           91
Dec-97       100.00       93.00       2.00      6,699.44                                       91           93
Jan-98        75.00       93.00       1.50      6,700.20                                       68           93
Feb-98       135.00       99.00       2.70      7,092.49                                      123           99
Mar-98       152.50      105.00       3.05      7,558.50                                      139          105
Apr-98       137.50      107.00       2.75      7,664.99                                      125          107
May-98       142.50      106.00       2.85      7,589.78                                      130          106
Jun-98       100.00      103.00       2.00      7,366.89                                       91          103
Jul-98        85.00       97.00       1.70      6,931.43                                       77           97
Aug-98        50.00       77.00       1.00      5,530.71                                       45           77
Sep-98        62.50       78.00       1.25      5,614.12                                       57           78
Oct-98        58.50       87.00       1.17      6,208.28                                       53           87
Nov-98        60.00       88.00       1.20      6,343.87                                       55           88
Dec-98        52.50       90.00       1.05      6,485.94                                       48           90
Jan-99        94.50       94.00       1.89      6,729.56                                       86           94
Feb-99        68.00       88.00       1.36      6,312.69                                       62           88
Mar-99        66.50       92.00       1.33      6,597.79                                       60           92
Apr-99       192.50       98.00       3.85      7,014.70                                      175           98
May-99       211.50       95.00       4.23      6,841.80                                      192           95
Jun-99       175.00       98.00       3.50      6,958.87                                      159           97
Jul-99       184.50       99.00       3.69      7,050.29                                      168           98
Aug-99       172.50       97.00       3.45      7,039.74                                      157           98
Sep-99       175.00       97.00       3.50      6,957.72                                      159           97
Oct-99       152.50      101.00       3.05      7,256.22                                      139          101
Nov-99       310.00      105.00       6.20      7,523.23                                      282          105
Dec-99       807.50      117.00      16.15      8,413.75                                      734          117
Jan-00     1,175.00      118.00      23.50      8,481.11
Feb-00     2,100.00      127.00      42.00      9,128.99
Mar-00     1,560.00      132.00      31.20      9,462.39                                     Y/E Return   Y/E Return
Apr-00     1,147.50      130.00      22.95      9,322.66                                          651         23
</TABLE>


Compensation of Directors

No  remuneration  was paid to the  current  Directors  of the  Company  in their
capacity as Directors, for the fiscal year ended December 31, 1999.

There are  currently no  agreements  or  arrangements  with any Directors of the
Company in respect of cash  compensation  in their capacity as Directors,  other
than incentive stock options granted to such Directors.

No pension plan or retirement  benefit plans have been instituted by the Company
and none are proposed at this time.


<PAGE>

                                      -9-



                  INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
                  ---------------------------------------------

No Director,  Officer, Promoter, or member of Management of the Company has been
indebted to the Company at any time during the previous fiscal year.

                             APPOINTMENT OF AUDITORS
                             -----------------------

Management proposes the appointment of KPMG, Chartered Accountants,  as Auditors
of the Company for the ensuing year and that the  Directors be authorized to fix
their remuneration. KPMG have been the Company's Auditors since December, 1996.

                              FINANCIAL STATEMENTS
                              --------------------

The audited  financial  statements  for the fiscal year ended  December 31, 1999
will be placed before the Meeting for approval of the shareholders.

                  INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
                  ---------------------------------------------

Except as described herein, no director, nominee for director, senior officer or
principal  shareholder  of the  Company,  or any  associate or affiliate of such
person,  has  any  material  interest,  direct  or  indirect,  in  any  material
transaction  since the  commencement  of the Company's last financial year or in
any  proposed  transaction  which has  materially  affected or would  materially
affect the Company or any of its  subsidiaries,  except as set out  herein.  See
also "Executive Compensation".

David J. Wedge Law  Corporation,  a  corporation  controlled  by David J. Wedge,
Director of the Company, provides legal services to the Company for fees.

             INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
             -------------------------------------------------------

None of the Directors or Senior Officers of the Company,  no management  nominee
for  election  as a Director of the  Company,  none of the persons who have been
Directors  or Senior  Officers  of the  Company  since the  commencement  of the
Company's last completed  financial year and no associate or affiliate of any of
the  foregoing  has  any  material  interest,  direct  or  indirect,  by  way of
beneficial ownership of securities or otherwise,  in any matter to be acted upon
at the Meeting other than as disclosed under the heading "Particulars of Matters
to be Acted Upon".

                     PARTICULARS OF MATTERS TO BE ACTED UPON
                     ---------------------------------------

Amendment of Articles

Management  has  determined  that it is in the best  interests of the Company to
permit the Directors to appoint  additional  directors  between  Annual  General
Meetings,  so that the size of the Board may be increased by up to one-third the
number  of  directors  appointed  at  the  last  Annual  General  Meeting.  This
discretionary  authority allows the board to respond to strategic  opportunities
by adding  willing or  available  individuals  to the board who may bring unique
skills or expertise.


<PAGE>

                                      -10-



The appointment of any such  additional  directors would be effective only until
the next  following  Annual  General  Meeting  of Members  of the  Company.  The
Directors currently have no intention of adding additional Directors.

Accordingly,  the  Members  will be  asked  at the  Meeting  to  pass a  special
resolution  approving  an  amendment to the Articles of the Company to grant the
Directors  discretionary  power to  increase  the size of the Board by up to one
third.  The amendment to the Articles must be approved by special  resolution of
the Members of the Company,  which means that a majority of not less than 3/4 of
the votes cast by Members  who,  being  entitled  to do so, vote in person or by
proxy on the resolution. The form of resolution to be approved by the Members of
the Company is set out on Schedule A.

Stock Option Plan

In 1997, the Members and Board of Directors  approved and adopted a Director and
Employee Stock Option Plan (the "Plan").  The principal purposes of the Plan are
to  promote a  proprietary  interest  in the  Company  among its  directors  and
employees;  to retain,  attract and motivate qualified  directors,  officers and
employees; to provide a long-term incentive element in overall compensation; and
to promote the long-term profitability of the Company.

The Plan is  administered  by the Board of Directors.  Options may be granted at
any time to any Director,  Senior Officer,  full-time  employee or consultant of
the Company, taking into consideration his or her contribution to the success of
the Company and any other  factors  which the Board of Directors may deem proper
and relevant, provided that a Director to whom any option may be granted may not
participate  in the  discussion  of the  Board of the  Directors  to grant  such
option.  Subject  to  applicable  law and  other  applicable  rules of any stock
exchange in Canada upon which  Shares of the Company are listed,  including  The
Toronto  Stock  Exchange  (the  "TSE"),  the Company may in its sole  discretion
arrange for the Company or any  Subsidiary  to make loans or provide  guarantees
for loans by financial  institutions to assist Optionees to purchase Shares upon
the  exercise  of the Options so granted or to assist the  Optionees  to pay any
income tax exigible upon  exercise of the Options.  Such loans may be secured or
unsecured,  and shall bear interest at such rates,  if any, and be on such other
terms as may be determined by the Company.

At the time of  listing  of the  Company's  common  shares on the TSE in October
1999, the Board of Directors amended the Plan,  subject to receiving approval of
the  amendments by the members of the Company.  The material  amendments  are as
follows:

1.   Number of Shares Reserved for Issuance.  In 1997, the Company  reserved for
     future  issuance  under the Plan a total of 2,330,000  common  shares which
     represented  approximately 20% of the issued and outstanding  common shares
     of the Company at that time. In December  1998,  the Members of the Company
     approved the increase of common shares reserved for issuance under the Plan
     to a total of 3,047,300 common shares which  represented  approximately 20%
     of the issued and outstanding common shares of the Company at that time. In
     October 1999, when the Company was listed on the TSE, the


<PAGE>

                                      -11-



     Board of  Directors  amended  the Plan to  effectively  reset the number of
     common  shares  reserved  for issuance at 3,552,540  common  shares,  which
     number represents  approximately 18.5% of the issued and outstanding common
     shares of the Company (or 17.7% of the issued and outstanding common shares
     after  giving  effect to the  issuance  of 924,000  common  shares upon the
     exercise of special  warrants issued in April,  2000).  Under the rules and
     policies of the TSE, the number of common shares  stated as reserved  under
     the Plan must include all common  shares issued in the past and issuable in
     the future under the plan. The Company has issued  1,067,038  common shares
     upon exercise of stock options granted under Plan since 1997.  Accordingly,
     the Plan was amended to state that  4,619,578  common  shares may be issued
     under the Plan. Of the 3,552,540  common  shares  effectively  reserved for
     future  issuance,  the Company has granted  stock  options to acquire up to
     3,157,872 common shares.

2.   Exercise Price.  The exercise price of stock options granted under the Plan
     was  previously  determined  based upon the  average  closing  price of the
     common  shares for the ten trading  days prior to the grant of the options.
     The  Board of  Directors  amended  the Plan to  comply  with the  rules and
     policies of the TSE which  require  that the  exercise  price of options be
     determined  based upon the closing price of the common shares on the TSE on
     the day prior to the date of grant.

3.   In  accordance  with the rules of the TSE,  the Plan was amended to include
     the following restrictions:

     (a)  the number of common  shares  reserved for issuance  pursuant to stock
          options granted to insiders (as defined in the Securities Act (British
          Columbia))  under  the Plan and all  other  compensation  arrangements
          cannot exceed 10% of the outstanding issued common shares at any time;

     (b)  the number of common shares which may be issued under the Plan and all
          other compensation  arrangements  within a one year period to insiders
          cannot exceed 10% at any time; and

     (c)  the number of common shares which may be issued under the Plan and all
          other compensation  arrangements to any one insider and such insider's
          associates   within  a  one-year   period  cannot  exceed  5%  of  the
          outstanding issued common shares at any time.

4.   Vesting.  The Plan was  amended to permit the Board of  Directors  to allow
     vesting  of  unvested  options  in the event of a change of  control of the
     Company.

Other  minor  amendments  were made to bring the Plan into  compliance  with the
rules and policies of the TSE.


<PAGE>

                                      -12-



Of the  outstanding  stock  options to purchase  3,157,872  common  shares,  the
Company has granted stock options to purchase  1,980,262 common shares under the
original Plan and stock options to purchase the balance of the 1,177,610  common
shares under the  amendments  to the Plan  approved by the Board of Directors in
October, 1999. The stock options to purchase the balance of the 1,177,610 common
shares are not exercisable unless the members approve the amendments to the Plan
described above.

The TSE has requested that the Company receive  confirmation and approval of the
Members of the Company to the foregoing  amendments to the Plan.  The amendments
must be approved by an ordinary  resolution  of the Members of the  Company.  An
ordinary  resolution requires approval by a majority of not less than 1/2 of the
votes cast by Members who,  being  entitled to do so, vote in person or by proxy
on the resolution.  The form of ordinary resolution to be approved is set out on
Schedule B to this Information Circular.

A copy of the Plan, as amended,  is available  for  inspection up to the time of
the meeting  during regular  business  hours at the offices of Blake,  Cassels &
Graydon LLP, 26th Floor - 595 Burrard Street,  Vancouver,  British Columbia, V7X
1L3 or may be obtained  from the Company by  contacting  Richard  Mockett of the
Company at (604) 473-3600.

Shareholder Rights Plan

It is being  proposed that the Company  approve and adopt a  shareholder  rights
plan (the "Rights Plan"). The approval of the Rights Plan is subject to approval
by the  Board of  Directors,  regulatory  approval,  including  approval  of The
Toronto Stock Exchange, and approval by the Members at the Meeting.

All capitalized  terms used without  definition under the heading,  "Shareholder
Rights Plan", have the meanings ascribed to them in the Shareholder  Rights Plan
Agreement (as hereinafter defined) unless otherwise indicated. The complete text
of the  Shareholder  Rights Plan  Agreement  is  available  on request  from the
Secretary  of the  Company  at the  address  noted  on the  first  page  of this
Information Circular.

Approval by Shareholders

If the Rights Plan is approved by the Board of Directors, regulatory authorities
and by the Members at the Meeting,  then the Company and Montreal  Trust Company
of  Canada  will  enter  into  the   shareholder   rights  plan  agreement  (the
"Shareholder Rights Plan Agreement")  effective as of the date that the approval
of the Plan is obtained from the Company's Members as set forth herein.


<PAGE>

                                      -13-



The  Toronto  Stock  Exchange  requires  that a  shareholder  rights  plan which
provides for different  treatment of  shareholders  under that plan, be approved
by:

     (a)  an ordinary resolution of all of the Members of the Company; and

     (b)  an ordinary resolution of all of the Members of the Company, excluding
          those Members that receive different treatment under the plan.

Under the Shareholder  Rights Plan Agreement,  shareholders who own greater than
20% of the outstanding  common shares of the Company at the time the Rights Plan
becomes effective (the "Grandfathered  Persons") are exempt from the Rights Plan
to the extent they  acquire up to an  additional  1% of the  outstanding  common
shares of the Company. See "Terms of the Rights Plan - Grandfathered Persons".

As such, the ordinary resolution to approve the Rights Plan must be approved by:

     (a)  all of the shareholders of the Company; and

     (b)  all of the shareholders of the Company,  excluding those  shareholders
          that are Grandfathered Persons.

The text of the foregoing ordinary  resolution to approve the Rights Plan is set
forth in Schedule "C" to this Information Circular:

The persons  named in the enclosed form of proxy,  if named as proxy,  intend to
vote in favour of the resolution  regarding  approval and  reconfirmation of the
Rights Plan unless a shareholder  has specified in their proxy that their shares
are to be voted against such resolution.

The  resolutions  must be approved by a simple  majority of 50% plus one vote of
the votes cast on the resolution.

Recommendation of the Board of Directors

The Board of Directors has determined that the approval of the Rights Plan is in
the best  interests  of the Company and the  holders of its common  shares.  The
Board of Directors  unanimously  recommends that the shareholders vote in favour
of the confirmation and approval of the Rights Plan.

The Company  has been  advised  that the  directors  and senior  officers of the
Company  intend to vote all common  shares held by them in favour of approval of
the Rights Plan.

Background and Objectives of the Rights Plan

The Company is a widely-held company with no controlling shareholder.  The Board
of Directors considered various strategies,  including approval of a shareholder
rights plan, to ensure


<PAGE>

                                      -14-



that, in the context of a bid for control of the Company  through an acquisition
of the Company's common shares,  shareholders will be positioned to receive full
and fair value for their shares. Of particular concern to the Board of Directors
is the widely held view that existing Canadian securities  legislation  provides
too short a response time to a company that is the subject of an unsolicited bid
for control. An inadequate response time has been identified as an impediment to
ensuring  that  shareholders  are offered full and fair value for their  shares.
Also of  concern  to the  Board of  Directors  is the  possibility  that,  under
existing securities laws, the Company's  shareholders could be treated unequally
in the context of a bid for control. These concerns are described in more detail
below.

The Rights Plan is not being considered in response to or in anticipation of any
pending or threatened takeover bid, nor to deter takeover bids generally.  As of
the date of this  Circular,  the Board of  Directors  was not aware of any third
party  considering or preparing any proposal to acquire  control of the Company.
Rather,  the  objective  of  the  Rights  Plan  is to  give  adequate  time  for
shareholders to properly  assess a bid without undue pressure,  for the Board of
Directors to consider value-enhancing alternatives,  and to allow competing bids
to  emerge.  In  addition,   the  Rights  Plan  has  been  designed  to  provide
shareholders  of the Company  with equal  treatment  in a bid for control of the
Company.  It is not the  intention  of the  Board of  Directors  to  secure  the
continuance  in office of the  existing  members of the Board of Directors or to
avoid an acquisition of control of the Company in a transaction that is fair and
in the best interest of shareholders.  The rights of shareholders under existing
law to seek a change in the management of the Company or to influence or promote
action of management  in a particular  manner will not be effected by the Rights
Plan.  The  approval of the Rights Plan does not affect the duty of the Board of
Directors to act honestly and in good faith with a view to the best  interest of
the Company and its shareholders.

In reviewing the Rights Plan,  the Board of Directors  considered  the following
concerns inherent in the existing legislative  framework governing takeover bids
in Canada:

     (a)  Time. Current legislation permits a takeover bid to expire in 21 days.
          The Board of Directors is of the view that this is not sufficient time
          to  permit  shareholders  to  consider  a  takeover  bid and to make a
          reasoned and unhurried decision.  The Rights Plan provides a mechanism
          whereby the minimum  expiry  period for a takeover bid must be 45 days
          after the date of the bid and the bid must  remain  open for a further
          period of 10 Business Days after the Offeror  publicly  announces that
          the shares  deposited or tendered and not  withdrawn  constitute  more
          than  50%  of  the  Voting  Shares  outstanding  held  by  Independent
          Shareholders  (generally,  shareholders  other  than  the  Offeror  or
          Acquiring Person, their Associates and Affiliates,  the persons acting
          jointly  or in concert  with the  Offeror or  Acquiring  Person).  The
          Rights Plan is intended to provide  shareholders with adequate time to
          properly evaluate the offer and to provide the Board of Directors with
          sufficient  time to explore and develop  alternatives  for  maximizing
          shareholder  value.  Those  alternatives  could  include,   if  deemed
          appropriate  by the Board of Directors,  the  identification  of other
          potential bidders,



<PAGE>

                                      -15-



          the conducting of an orderly auction or the development of a corporate
          restructuring alternative which could enhance shareholder value.

     (b)  Pressure to Tender.  A shareholder  may feel  compelled to tender to a
          bid which the  shareholder  considers to be inadequate  out of concern
          that failing to tender may result in the  shareholder  being left with
          illiquid  or  minority  discounted  shares  in the  Company.  This  is
          particularly  so in the case of a partial bid for less than all shares
          of a class,  where the bidder wishes to obtain a control  position but
          does not wish to acquire  all of the Voting  Shares.  The Rights  Plan
          provides  a  shareholder  approval  mechanism  in  the  Permitted  Bid
          provision  which is intended to ensure that a shareholder can separate
          the tender  decision from the approval or  disapproval of a particular
          takeover bid. By requiring that a bid remain open for acceptance for a
          further 10 Business Days following public  announcement that more than
          50% of the Voting Shares held by  Independent  Shareholders  have been
          deposited,  a shareholder's decision to accept a bid is separated from
          the  decision  to  tender,  lessening  the  undue  pressure  to tender
          typically  encountered  by a  shareholder  of a  company  that  is the
          subject of a takeover bid.

     (c)  Unequal   Treatment.   While  existing   securities   legislation  has
          substantially  addressed  many  concerns of unequal  treatment,  there
          remains  the  possibility  that  control of a company  may be acquired
          pursuant to a private agreement in which a small group of shareholders
          dispose of shares at a premium to market  price  which  premium is not
          shared  with  other  shareholders.  In  addition,  a person may slowly
          accumulate  shares  through  stock  exchange  acquisitions  which  may
          result,  over time, in an  acquisition of control  without  payment of
          fair value for control or a fair  sharing of a control  premium  among
          all shareholders. The Rights Plan addresses these concerns by applying
          to all  acquisitions  of  greater  than 20% of the Voting  Shares,  to
          better ensure that shareholders receive equal treatment.

General Impact of the Rights Plan

In the past,  shareholder rights plans have been criticized by some commentators
on the basis that they may serve to deter takeover bids, to entrench management,
and to place in the hands of boards of directors, rather than shareholders,  the
decision  as  to  whether  a  particular  bid  for  acquisition  of  control  is
acceptable. Critics of some shareholder rights plans have also alleged that they
cast a needlessly wide net, thereby  increasing the likelihood of an inadvertent
triggering  of the plan,  while at the same  time  deterring  shareholders  from
participating in legitimate corporate governance activities.

The Board of Directors has  considered  these  concerns,  and believes that they
have been largely addressed in the Rights Plan.

It is not the intention of the Board of Directors to secure the  continuance  of
existing  directors or management  in office,  nor to avoid a bid for control of
the Company. For example, through the Permitted Bid mechanism, described in more
detail below, shareholders may tender to a bid


<PAGE>

                                      -16-



which meets the  Permitted  Bid  criteria  without  triggering  the Rights Plan,
regardless  of  the  acceptability  of  the  bid  to  the  Board  of  Directors.
Furthermore,  even in the context of a bid that does not meet the  Permitted Bid
criteria, the Board of Directors will continue to be bound to consider fully and
fairly any bid for the Company's common shares in any exercise of its discretion
to waive  application  of the  Rights  Plan or redeem  the  Rights.  In all such
circumstances, the Board of Directors must act honestly and in good faith with a
view to the best interests of the Company and its shareholders.

The Rights Plan does not  preclude  any  shareholder  from  utilizing  the proxy
mechanism  of the  Company  Act  (British  Columbia)  to promote a change in the
management  or  direction  of the  Company,  and has no effect on the  rights of
holders of outstanding  voting shares of the Company to requisition a meeting of
shareholders,  in accordance  with the  provisions  of applicable  corporate and
securities legislation, or to enter into agreements with respect to voting their
common shares. The definitions of "Acquiring Person" and "Beneficial  Ownership"
have been  developed  to minimize  concerns  that the Plan may be  inadvertently
triggered or triggered as a result of an overly-broad aggregating of holdings of
institutional shareholders and their clients.

The Board of Directors believes that the dominant effect of the Rights Plan will
be to enhance  shareholder value, and ensure equal treatment of all shareholders
in the context of an acquisition of control.

The  Rights  Plan  will not  interfere  with the  day-to-day  operations  of the
Company.  The  initial  issuance  of the  Rights  does not in any way  alter the
financial  condition  of the  Company,  impede its  business  plans or alter its
financial statements. In addition, the Rights Plan is initially not dilutive and
is not expected to have any effect on the trading of common shares.  However, if
a Flip-In  Event  occurs and the Rights  separate  from the  common  shares,  as
described in the summary  below,  reported  earnings per share and reported cash
flow per share on a fully-diluted basis may be affected. In addition, holders of
Rights not exercising their Rights after a Flip-In Event may suffer  substantial
dilution.

Recent Developments

The Board of Directors  believes that the results of several recent  unsolicited
take-over bids in Canada  demonstrate that shareholder  rights plans can enhance
shareholder  value without removing the ultimate decision from the shareholders.
In a number of instances since 1996, a change of control was achieved  following
an unsolicited  bid in  circumstances  where the  ultimately  successful bid was
substantially better than the original offer made by the bidder. There can be no
assurance  however  that the Rights Plan,  if  approved,  would serve to cause a
similar result.

In recent decisions,  the Ontario  Securities  Commission has indicated that the
board of directors of a company  confronted  with an  unsolicited  take-over bid
will not be allowed to maintain a shareholder rights plan indefinitely to keep a
bid from the shareholders;  however,  these decisions also indicate that so long
as the board of directors is actively and realistically seeking value-maximizing
alternatives, shareholder rights plans may serve a legitimate purpose.


<PAGE>

                                      -17-



Terms of the Rights Plan

The  following  is a summary of the terms of the  Rights  Plan.  The  summary is
qualified  in its  entirety  by the full  text of the  Shareholder  Rights  Plan
Agreement,  a copy of which is available  on request  from the  Secretary of the
Company as described above.  Schedule D to this Circular  reproduces certain key
definitions  used in the Rights  Plan.  All  defined  terms,  where used in this
summary, are capitalized for ease of identification.

(a)  Issuance  of Rights.  One Right will be issued by the Company in respect of
     each  common  share  outstanding  at the close of  business  on the date of
     implementation  of the Rights Plan, and one Right will be issued in respect
     of each common share of the Company issued thereafter, prior to the earlier
     of the  Separation  Time and the Expiration  Time.  Each Right entitles the
     registered  holder thereof to purchase from the Company one common share at
     the  exercise   price  of  $1,000,   subject  to  adjustment   and  certain
     anti-dilution  provisions  (the  "Exercise  Price").  The  Rights  are  not
     exercisable  until the  Separation  Time. If a Flip-In  Event occurs,  each
     Right will entitle the  registered  holder to receive,  upon payment of the
     Exercise  Price,  common shares of the Company  having an aggregate  market
     price equal to twice the Exercise Price.

(b)  Trading of Rights. Until the Separation Time (or the earlier termination or
     expiration of the Rights), the Rights will be evidenced by the certificates
     representing the common shares of the Company and will be transferable only
     together with the associated  common shares.  From and after the Separation
     Time, separate certificates evidencing the Rights ("Rights  Certificates"),
     together with a disclosure statement prepared by the Company describing the
     Rights, will be mailed to holders of record of common shares (other than an
     Acquiring Person) as of the Separation Time. Rights  Certificates will also
     be issued in respect of common shares issued prior to the Expiration  Time,
     to each  holder  (other than an  Acquiring  Person)  converting,  after the
     Separation Time, securities ("Convertible  Securities") convertible into or
     exchangeable  for common shares.  The Rights will trade separately from the
     common shares after the Separation Time.

(c)  Separation  Time. The Separation Time is the Close of Business on the tenth
     Business Day after the earlier of (i) the "Stock  Acquisition  Date", which
     is generally the first date of public announcement of facts indicating that
     a Person has become an Acquiring Person;  (ii) the date of the commencement
     of, or first public  announcement of the intent of any Person to commence a
     Take-over Bid; and (iii) the date upon which a Permitted Bid ceases to be a
     Permitted Bid. In either case,  the Separation  Time can be such later date
     as may from  time to time be  determined  by the Board of  Directors.  If a
     Take-over  Bid expires,  is cancelled,  terminated  or otherwise  withdrawn
     prior to the Separation Time, it shall be deemed never to have been made.

(d)  Acquiring  Person.  In general,  an Acquiring Person is a Person who is the
     Beneficial Owner of 20% or more of the Company's outstanding Voting Shares.
     Excluded from the definition of "Acquiring  Person" are the Company and its
     Subsidiaries,  and any Person who  becomes the  Beneficial  Owner of 20% or
     more of the outstanding Voting Shares as



<PAGE>

                                      -18-



     a result of one or more or any  combination of an acquisition or redemption
     by the Company of Voting  Shares,  a Permitted Bid  Acquisition,  an Exempt
     Acquisition, a Convertible Security Acquisition and a Pro Rata Acquisition.
     The  definitions  of "Permitted  Bid  Acquisition",  "Exempt  Acquisition",
     "Convertible  Security  Acquisition" and "Pro Rata Acquisition" are set out
     in the Shareholder Rights Plan Agreement. However, in general:

     (i)       a "Permitted  Bid  Acquisition"  means an  acquisition  of Voting
               Shares made pursuant to a Permitted Bid or a Competing  Permitted
               Bid;

     (ii)      an "Exempt  Acquisition"  means a share acquisition in respect of
               which the Board of Directors  has waived the  application  of the
               Rights Plan;

     (iii)     a  "Convertible  Security  Acquisition"  means an  acquisition of
               Voting  Shares  upon  the  exercise  of  Convertible   Securities
               received by such Person pursuant to a Permitted Bid  Acquisition,
               Exempt Acquisition or a Pro Rata Acquisition; and

     (iv)      a "Pro Rata Acquisition" means an acquisition of Voting Shares of
               Convertible  Securities as a result of a stock dividend,  a stock
               split or other similar event, acquired on the same pro rata basis
               as all other holders of Voting Shares.

     Also excluded from the definition of "Acquiring Person" are underwriters or
     members  of a  banking  or  selling  group  acting  in  connection  with  a
     distribution of securities by way of prospectus or private placement, and a
     Person in its  capacity  as an  Investment  Manager,  Trust  Company,  Plan
     Trustee, Statutory Body or Crown agent or agency (provided that such person
     is not making or proposing to made a Take-over Bid).

(e)  Grandfathered  Persons.  Shareholders of the Company who are the Beneficial
     Owner of 20% or more of the outstanding common shares of the Company at the
     time that the  Shareholder  Rights Plan  Agreement  becomes  effective  are
     Grandfathered  Persons.  Grandfathered  Persons are also  excluded from the
     definition  of  "Acquiring  Person".  However,  if a  Grandfathered  Person
     becomes the Beneficial Owner of an additional 1% of the outstanding  common
     shares  of the  Company  other  than  through  the  share  acquisitions  or
     redemptions of shares by the Company,  Permitted Bid  Acquisitions,  Exempt
     Acquisitions,  Convertible Security  Acquisitions or Pro Rata Acquisitions,
     then the  Grandfathered  Person will become an Acquiring Person on the date
     of such acquisition.

(f)  Beneficial  Ownership.  In general,  a Person is deemed to Beneficially Own
     common shares actually held by others in circumstances where those holdings
     are or should be grouped together for purposes of the Rights Plan. Included
     are holdings by the Person's Affiliates (generally, a person that controls,
     is  controlled  by,  or under  common  control  with  another  person)  and
     Associates (generally, relatives sharing the same residence). Also included
     are  securities  which the  Person  or any of the  Person's  Affiliates  or
     Associates  has the  right  to  acquire  within  60 days  (other  than  (1)
     customary agreements


<PAGE>

                                      -19-



     with and between  underwriters  and/or  banking group and/or  selling group
     members with respect to a public offering of securities; or (2) pursuant to
     a pledge of securities).

     A Person  is also  deemed to  "Beneficially  Own" any  securities  that are
     Beneficially  Owned (as described above) by any other Person with which the
     Person is acting  jointly or in concert  (a "Joint  Actor").  A Person is a
     Joint Actor with any Person who is a party to an agreement,  arrangement or
     understanding  with the first Person or an  Associate or Affiliate  thereof
     for the purpose of acquiring or offering to acquire common shares.

     The  definition  of  "Beneficial  Ownership"  contains  several  exclusions
     whereby a Person is not considered to "Beneficially Own" a security.  There
     are  exemptions  from the  deemed  "Beneficial  Ownership"  provisions  for
     institutional Shareholders acting in the ordinary course of business. These
     exemptions apply to (i) an investment manager ("Investment  Manager") which
     holds  securities in the ordinary  course of business in the performance of
     its  duties  for the  account  of any  other  Person (a  "Client");  (ii) a
     licensed  trust  company   ("Trust   Company")   acting  as  a  trustee  or
     administrator  or in a similar  capacity  in  relation  to the  estates  of
     deceased or incompetent  persons (each an "Estate  Account") or in relation
     to other accounts  (each an "Other  Account") and which holds such security
     in  the  ordinary  course  of its  duties  for  such  accounts;  (iii)  the
     administrator  or the  trustee (a "Plan  Trustee")  of one or more  pension
     funds or plans (a "Plan")  registered  under  applicable law; (iv) a Person
     who is a Plan or is a Person established by statute (the "Statutory Body"),
     and its ordinary business or activity includes the management of investment
     funds for employee  benefit  plans,  pension  plans,  insurance  plans,  or
     various  public  bodies,  or (v) a Crown  agent or  agency.  The  foregoing
     exemptions  only apply so long as the  Investment  Manager,  Trust Company,
     Plan  Trustee,  Plan,  Statutory  Body or Crown agent or agency is not then
     making or has not then  announced  an  intention  to made a Take-over  Bid,
     other than an offer to Acquire Voting Shares or other  securities  pursuant
     to  a  distribution   by  the  Company  or  by  means  of  ordinary  market
     transactions.

     A Person will not be deemed to  "Beneficially  Own" a security  because (i)
     the Person is a Client of the same Investment Manager, an Estate Account or
     an Other  Account  of the same  Trust  Company,  or Plan with the same Plan
     Trustee as another Person or Plan on whose account the Investment  Manager,
     Trust company or Plan Trustee, as the case may be, holds such security;  or
     (ii) the Person is a Client of an Investment Manager, Estate Account, Other
     Account  or Plan,  and the  security  is owned at law or in  equity  by the
     Investment Manager, Trust company or Plan Trustee, as the case may be.

     Under the Rights  Plan, a Person will not be deemed to  "Beneficially  Own"
     any  security  where the holder of such  security  has agreed to deposit or
     tender  such  security  pursuant  to a  Permitted  Lock-up  Agreement  to a
     Take-over bid made by such Person or such Person's Affiliates or Associates
     of Joint Actor, or such security has been deposited or tendered pursuant to
     a Take-over Bid made by such Person or such Person's Affiliates, Associates
     or Joint Actors until the earliest time at which any such tendered security
     is accepted unconditionally for payment or is take up or paid for.


<PAGE>

                                      -20-



     A Permitted  Lock-up Agreement is essentially an agreement between a Person
     and one or more  holders of Voting  Shares (the terms of which are publicly
     disclosed,  reduced to writing and  available to the public within the time
     frames set forth in the definition of Permitted Lock-up Agreement) pursuant
     to which each Locked-up Person agrees to deposit or tender Voting Shares to
     the Lock-up Bid and which further provides that such agreement  permits the
     Locked-up  Person to  withdraw  its  Voting  Shares in order to  deposit or
     tender  the  Voting  Shares to another  Take-Over  Bid or  support  another
     transaction:  (i) at a price or value  that  exceeds  the  price  under the
     Lock-Up  Bid; or (ii) is for a number of Voting  Shares at least 7% greater
     than the number of Voting  Shares under the Lock-Up Bid at a price or value
     that is not less than the price or value  offered in the  Lock-up  Bid;  or
     (iii) that  contains an offering  price that exceeds the offering  price in
     the Lock-up Bid by as much as or more than a Specified  Amount and does not
     provide for a Specified Amount greater than 7% of the offering price in the
     Lock-up  Bid. A permitted  Lock-up  Agreement  may contain a right of first
     refusal  or  require  a period  of delay  to give the  Person  who made the
     Lock-up Bid an opportunity to match a higher price in another Take-Over Bid
     or other  similar  limitation  on a  Locked-up  Person's  right to withdraw
     Voting Shares so long as the  limitation  does not preclude the exercise by
     the  Locked-up  Person of the right to withdraw  Voting  Shares  during the
     period  of  the  other  Take-Over  Bid or  transaction.  Finally,  under  a
     Permitted Lock-up  Agreement no "break up" fees, "top up" fees,  penalties,
     expenses or other  amounts  that exceed in  aggregate  the greater of (i) 2
     1/2% of the price or value of the  consideration  payable under the Lock-up
     Bid;  and  (ii)  50% of the  amount  by  which  the  price  or value of the
     consideration received by a Locked-up Person under another Take-Over Bid or
     transaction  exceeds what such  Locked-up  Person would have received under
     the Lock-up Bid can be payable by such  Locked-up  Person if the  Locked-up
     Person  fails to  deposit or tender  Voting  Shares to the  Lock-up  Bid or
     withdraws  Voting Shares  previously  tendered  thereto in order to deposit
     such Voting Shares to another Take-Over Bid or support another transaction.

(g)  Flip-In  Event. A Flip-In Event occurs when any Person becomes an Acquiring
     Person.  In the event that,  prior to the Expiration  Time, a Flip-In Event
     which  has  not  been  waived  by  the  Board  of  Directors   occurs  (see
     "Redemption,  Waiver  and  Termination"),  each  Right  (except  for Rights
     Beneficially  Owned or which may  thereafter  be  Beneficially  Owned by an
     Acquiring Person or a transferee of such a Person, which Rights will become
     null and void) shall  constitute  the right to purchase  from the  Company,
     upon exercise thereof in accordance with the terms of the Rights Plan, that
     number of common shares having an aggregate Market Price on the date of the
     Flip-In  Event equal to twice the Exercise  Price,  for the Exercise  Price
     (such Right being subject to anti-dilution adjustments). For example, if at
     the time of the Flip-In  Event the Exercise  Price is $1,000 and the Market
     Price of the  common  shares is $200,  the  holder of each  Right  would be
     entitled to purchase  common  shares  having an  aggregate  Market Price of
     $2,000 (that is, 10 common shares) for $1,000 (that is, a 50% discount from
     the Market Price).



<PAGE>

                                      -21-



(h)  Permitted Bid and Competing  Permitted  Bid. A Permitted Bid is a Take-over
     Bid made by way of a Take-over  Bid  circular and which  complies  with the
     following additional provisions:

     (i)  the Take-over Bid is made to all holders of record of Voting Shares as
          registered on the books of the Company, other than the Offerer;

     (ii) the  Take-over Bid contains  irrevocable  and  unqualified  conditions
          that:

          (a)  no Voting  Share  shall be taken up or paid for  pursuant  to the
               Take-over  Bid prior to the close of  business on a date which is
               not less than 45 days following the date of the Take-over Bid and
               the  provisions  for the take-up  and  payment for Voting  Shares
               tendered  or  deposited  thereunder  shall  be  subject  to  such
               irrevocable and unqualified condition;

          (b)  unless  the  Take-over  Bid is  withdrawn,  Voting  Shares may be
               deposited  pursuant to the Take-over Bid at any time prior to the
               close of  business  on the date of first  take-up or payment  for
               Voting  Shares and all Voting  Shares  deposited  pursuant to the
               Take-over  Bid may be withdrawn at any time prior to the close of
               business on such dates;

          (c)  more  than  50%  of  the   outstanding   Voting  Shares  held  by
               Independent  Shareholders  must be deposited to the Take-over Bid
               and not  withdrawn  at the close of business on the date of first
               take-up or payment for Voting Shares; and

          (d)  in the event  that more than 50% of the then  outstanding  Voting
               Shares held by  Independent  Shareholders  have been deposited to
               the  Take-over  Bid and not  withdrawn  as at the  date of  first
               take-up or payment for Voting Shares under the Take-over Bid, the
               Offeror  will  make a public  announcement  of that  fact and the
               Take-over Bid will remain open for deposits and tenders of Voting
               Shares for not less than 10  Business  Days from the date of such
               public announcement

     A Competing Permitted Bid is a take-over Bid that is made after a Permitted
     Bid has been made but prior to its expiry,  satisfies all the  requirements
     of a Permitted Bid as described  above,  except that a Competing  Permitted
     Bid is not  required to remain open for 45 days so long as it is open until
     the later of (i) the earliest  date on which common  shares may be taken-up
     or paid for under any earlier Permitted Bid or Competing Permitted Bid that
     is in existence and (ii) 21 days (or such other  minimum  period of days as
     may be prescribed by applicable law in British  Columbia) after the date of
     the Take-over Bid constituting the Competing Permitted Bid.

(i)  Redemption, Waiver and Termination.

     (i)       Redemption  of Rights on Approval of Holders of Voting Shares and
               Rights.



<PAGE>

                                      -22-



               The Board of  Directors  acting in good faith may,  after  having
               obtained  the prior  approval of the holders of Voting  Shares or
               Rights,  at any time prior to the  occurrence of a Flip-In Event,
               elect to redeem all but not less than all of the then outstanding
               Rights at a redemption price of $0.00001 per Right, appropriately
               adjusted for anti-dilution as provided in the Shareholder  Rights
               Plan Agreement (the "Redemption Price").

     (ii)      Waiver of Inadvertent Acquisition.

               The  Board of  Directors  acting  in good  faith  may  waive  the
               application  of the Rights Plan in respect of the  occurrence  of
               any Flip-In  Event if (i) the Board of Directors  has  determined
               that a Person became an Acquiring Person under the Rights Plan by
               inadvertence  and without any intent or  knowledge  that it would
               become an Acquiring  Person;  and (ii) the  Acquiring  Person has
               reduced its  Beneficial  Ownership of Voting  Shares such that at
               the time of waiver the Person is no longer an Acquiring Person.

     (iii)     Deemed Redemption.

               In the  event  that a Person  who has made a  Permitted  Bid or a
               Take-over  Bid in  respect  of which the Board of  Directors  has
               waived or has deemed to have waived the application of the Rights
               Plan consummates the acquisition of the Voting Shares,  the Board
               of Directors shall be deemed to have elected to redeem the Rights
               for the Redemption Price.

     (iv)      Discretionary Waiver with Mandatory Waiver of Concurrent Bids.

               The Board of  Directors  acting in good faith  may,  prior to the
               occurrence  of the relevant  Flip-In Event as to which the Rights
               Plan has not been waived  under this clause,  upon prior  written
               notice to the Rights Agent,  waive the  application of the Rights
               Plan to a Flip-In  Event that may occur by reason of a  Take-over
               Bid made by means of a Take-over  Bid  circular to all holders of
               record  of Voting  Shares.  However,  if the  Board of  Directors
               waives the application of the Rights Plan, the Board of Directors
               shall be deemed to have waived the application of the Rights Plan
               in respect of any other Flip-In Event occurring by reason of such
               a  Take-over  Bid made  prior to the  expiry of a bid for which a
               waiver is, or is deemed to have been, granted.

     (v)       Discretionary Waiver respecting  Acquisition not by Take-over Bid
               Circular.

               The Board of Directors  acting in good faith may,  with the prior
               consent of the holders of Voting Shares,  determine,  at any time
               prior to the  occurrence  of a  Flip-In  Event  as to  which  the
               application  of the  Rights  Plan  has not been  waived,  if such
               Flip-In Event would occur by reason of an  acquisition  of Voting
               Shares  otherwise  than pursuant to a Take-over Bid made by means
               of a Take-over Bid


<PAGE>

                                      -23-



               circular  to  holders  of Voting  Shares  and  otherwise  than by
               inadvertence  when such  inadvertent  Acquiring  Person  has then
               reduced its  holdings to below 20%, to waive the  application  of
               the Rights Plan to such Flip-In Event.  However,  if the Board of
               Directors waives the application of the Rights Plan, the Board of
               Directors  shall extend the Separation  Time to a date subsequent
               to and not more than 10 Business  Days  following  the meeting of
               Shareholders called to approve such a waiver.

     (vi)      Redemption of Rights on Withdrawal or Termination of Bid.

               Where a Take-over Bid that is not a Permitted Bid is withdrawn or
               otherwise  terminated  after the Separation Time and prior to the
               occurrence of a Flip-In  Event,  the Board of Directors may elect
               to redeem all the outstanding Rights at the Redemption Price.

     If the Board of Directors is deemed to have elected or elects to redeem the
     Rights as described above, the right to exercise the Rights will thereupon,
     without  further  action and without  notice,  terminate and the only right
     thereafter  of the  holders of Rights is to receive the  Redemption  Price.
     Within 10 Business Days of any such  election or deemed  election to redeem
     the Rights,  the Company  will notify the holders of the Voting  Shares or,
     after the Separation Time, the holders of the Rights.

(j)  Anti Dilution  Adjustments.  The Exercise Price of a Right,  the number and
     kind of shares subject to purchase upon exercise of a Right, and the number
     of Rights outstanding, will be adjusted in certain events, including:

     (i)  if there  is a  dividend  payable  in  Voting  Shares  or  Convertible
          Securities (other than pursuant to any optional stock dividend program
          or dividend  reinvestment  plan or a dividend payable in Voting Shares
          in lieu of a regular periodic cash dividend) on the common shares,  or
          a subdivision or consolidation of the common shares, or an issuance of
          common shares or  Convertible  Securities in respect of, in lieu of or
          in exchange for common shares; or

     (ii) if the Company fixes a record date for the distribution to all holders
          of common  shares of certain  rights or  warrants  to  acquire  common
          shares or Convertible Securities,  or for the making of a distribution
          to all holders of common shares of evidences of indebtedness or assets
          (other than regular periodic cash dividends or stock dividends payable
          in common shares) or rights or warrants.



<PAGE>

                                      -24-



(k)  Supplements and Amendments.  Changes that the Board of Directors  acting in
     good  faith,  determines  are  necessary  to maintain  the  validity of the
     Shareholder  Rights  Plan  Agreement  as a  result  of  any  change  in any
     applicable  legislation,  rules  or  regulation  may  be  made  subject  to
     subsequent  confirmation  by the holders of the common  shares or after the
     Separation  Time,  Rights.  The Company may make  amendments to correct any
     clerical or typographical error.

     Subject  to  the  above  exceptions,  after  the  Meeting,  any  amendment,
     variation or deletion of or from the Shareholder  Rights Plan Agreement and
     the  Rights,  is subject  to the prior  approval  of the  holders of common
     shares, or, after the Separation Time, the holders of the Rights.

     The Board of  Directors  reserves  the right to  supplement,  amend,  vary,
     rescind or delete any terms of or not to  proceed  with the Rights  Plan at
     any time  prior to the  Meeting  in the event  that the Board of  Directors
     determines  that it would be in the best  interests  of the Company and its
     shareholders to do so, in light of subsequent developments.

(l)  Expiration. If the Rights Plan is confirmed and approved at the Meeting, it
     will become  effective  immediately  following  such approval and remain in
     force  until the  earlier  of the  Termination  Time (the time at which the
     right to exercise Rights shall  terminate  pursuant to the Rights Plan) and
     the termination of the annual meeting of the  shareholders in the year 2003
     unless at or prior to such meeting the Independent  Shareholders ratify the
     continued  existence of the Rights Plan in which case the Rights Plan would
     remain  in  effect  until  the   termination   of  the  annual  meeting  of
     shareholders of the Company in the year 2006.

Canadian Federal Income Tax Consequences

While the  matter  is not free from  doubt,  the  issue of the  Rights  may be a
taxable benefit which must be included in the income of  shareholders.  However,
no amount must be included in income if the Rights do not have a monetary  value
at the date of issue. The Company considers that the Rights,  when issued,  will
have negligible  monetary value,  there being only a remote possibility that the
Rights will ever be exercised.

Assuming  that the Rights  have no value,  shareholders  will not be required to
include any amount in income or be subject to  withholding  tax under the Income
Tax Act (Canada) (the "Tax Act") as a result of the issuance of the Rights.  The
Rights will be considered to have been acquired at no cost.

The holders of Rights may have income or be subject to withholding tax under the
Tax Act if the Rights are exercised or otherwise disposed of.

This statement is of a general nature only and is not intended to constitute nor
should it be  construed  to  constitute  legal or tax  advice to any  particular
shareholder.  Shareholders  are  advised  to  consult  their  own  tax  advisers
regarding the consequences of acquiring, holding,


<PAGE>

                                      -25-



exercising or otherwise disposing of their Rights, taking into account their own
particular circumstances and applicable foreign or provincial legislation.

United States Federal Income Tax Consequences

As the  possibility  of the  rights  becoming  exercisable  is both  remote  and
speculative,   the  adoption  of  the  Rights  Plan  will  not   constitute  the
distribution  of  stock or  property  by the  Company  to its  shareholders,  an
exchange of property or stock, or any other event giving rise to the realization
of gross income by any shareholder. The holder of Rights may have taxable income
if the Rights  become  exercisable  or are  exercised or sold.  In the event the
Rights  should become  exercisable,  shareholders  should  consult their own tax
advisor  concerning  the  consequences  of  acquiring,  holding,  exercising  or
disposing of their Rights.

Eligibility for Investment in Canada

The Rights are qualified investments under the Tax Act for registered retirement
savings plans ("RRSP's"),  registered  retirement  income funds ("RRIF's"),  and
deferred  profit  sharing  plans  ("DPSP's"),  and will not  constitute  foreign
property of any such plan or any other  taxpayer  subject to Part XI of the Act,
provided that the common shares  continue to be qualified  investments  that are
not foreign property for such plans.

The issuance of the Rights will not affect the  eligibility of the common shares
on the Effective Date as investments for investors  governed by certain Canadian
federal  and  provincial   legislation  governing  insurance  companies,   trust
companies, loan companies and pension plans.

                  PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
                  ---------------------------------------------

The Company will consider and transact such business as may properly come before
the Meeting or any adjournment  thereof.  The management of the Company knows of
no other matters to come before the Meeting other than those  referred to in the
Notice of Meeting.  Should any other  matters  properly come before the Meeting,
the  shares  represented  by the proxy  solicited  hereby  will be voted on such
matter in  accordance  with the best  judgement  of the  persons  voting by such
proxy.

Matters  which may  properly  come  before the  Meeting  shall be any matter not
effecting  change in the Articles or Memorandum of the Company,  not effecting a
change of control of the Company,  or not disposing of all or substantially  all
of the assets of the Company.

                       BY ORDER OF THE BOARD OF DIRECTORS

                                 "Jim McIntosh"

                                  Jim McIntosh
                            President, CEO, Director


<PAGE>

                                  SCHEDULE "A"

                      SPECIAL RESOLUTION OF THE MEMBERS OF
                             INFOWAVE SOFTWARE, INC.
                                 (the "Company")


AMENDMENTS OF ARTICLES
----------------------

          RESOLVED AS A SPECIAL RESOLUTION THAT:

     1.   the following paragraph be added to the Articles of the Company:

          "12.8 Between  successive  annual general meetings the directors shall
          have power to appoint one or more  additional  directors  but not more
          than one-third of the number of directors  elected or appointed at the
          last annual  general  meeting at which  directors  were  elected.  Any
          director so appointed  shall hold office only until the next following
          annual  general  meeting of the  Company,  but shall be  eligible  for
          election at such meeting and so long as he is an  additional  director
          the number of directors shall be increased accordingly."

     2.   Any  Director  or Officer  of the  Company  is hereby  authorized  and
          directed  for  and in the  name of and on  behalf  of the  Company  to
          execute,  and to  deliver  to the  Registrar  of  Companies  under the
          Company Act (British  Columbia) the amended Articles,  and to execute,
          or cause to be executed,  and to deliver or cause to be delivered  all
          such other documents and instruments, and to do or to cause to be done
          all such other acts and things,  as in the opinion of such Director or
          Officer may be necessary or desirable in order to carry out the intent
          of this Special Resolution.

     3.   Notwithstanding  that this Special  Resolution has been duly passed by
          the Members of the  Company,  the  Directors of the Company are hereby
          authorized  and  empowered to revoke this Special  Resolution  without
          further  approval  of the  Members of the Company at any time prior to
          the issuance of the Amended Articles giving effect to the amendment to
          the Articles of the Company contemplated hereby.


<PAGE>

                                  SCHEDULE "B"

                      ORDINARY RESOLUTION OF THE MEMBERS OF
                             INFOWAVE SOFTWARE, INC.
                                 (the "Company")


APPROVAL OF STOCK OPTION PLAN
-----------------------------

          RESOLVED AS AN ORDINARY RESOLUTION THAT:

     1.   The  Director  and  Employee  Stock  Option  Plan (the  "Plan") of the
          Company,  providing  for,  among  other  things,  the  reservation  of
          4,619,578  common  shares in the capital of the  Company for  issuance
          upon  exercise  of options to be granted to  directors,  officers  and
          employees of the Company, be and is hereby approved.

     2.   Any one  Director or Officer of the Company is hereby  authorized  and
          directed  for  and in the  name of and on  behalf  of the  Company  to
          execute,  or  cause  to be  executed,  and to  deliver  or cause to be
          delivered all such other documents and instruments, and to do or cause
          to be done all such other  acts and  things as in the  opinion of such
          Director or Officer may be  necessary  or  desirable in order to carry
          out the intent of this Resolution.


<PAGE>

                                  SCHEDULE "C"

                      ORDINARY RESOLUTION OF THE MEMBERS OF
                             INFOWAVE SOFTWARE, INC.
                                 (the "Company")


APPROVAL OF SHAREHOLDER RIGHTS PLAN
-----------------------------------

          RESOLVED AS AN ORDINARY RESOLUTION THAT:

     1.   The  Shareholder  Rights  Plan  of the  Company  be  approved  and the
          Shareholder  Rights  Plan  Agreement  to be made  as of  June 5,  2000
          between the Company and Montreal Trust Company of Canada, be and it is
          hereby confirmed and approved; and

     2.   Any  director of the Company be and is hereby  authorized,  for and on
          behalf of the  Company,  to do all such  things and  execute  all such
          documents  and  instruments  as may be  necessary or desirable to give
          effect  to  this  resolution,   including,   without  limitation,  the
          Shareholder Rights Plan Agreement."


<PAGE>

                                  SCHEDULE "D"

The following key definitions  have been reproduced in full from the text of the
Shareholder  Rights Plan  Agreement and as such are  applicable to and should be
read in conjunction with the information  under the heading "Matters to be Acted
Upon at the Meeting - Shareholder Rights Plan". The numbering of the definitions
corresponds to the numbering set out in the  Shareholder  Rights Plan Agreement,
for consistency and ease of comparison.

(a)  "Acquiring Person" shall mean any Person who is the Beneficial Owner of 20%
     or more of the  outstanding  Voting  Shares of the  Corporation;  provided,
     however, that the term "Acquiring Person" shall not include:

     (i)  the Corporation or any Subsidiary of the Corporation;

     (ii) any  Person who  becomes  the  Beneficial  Owner of 20% or more of the
          outstanding Voting Shares of the Corporation as a result of any one or
          a combination of

          (A)  an acquisition or redemption by the  Corporation of Voting Shares
               of the Corporation which, by reducing the number of Voting Shares
               outstanding,  increases the proportionate number of Voting Shares
               Beneficially  Owned by such  Person to 20% or more of the  Voting
               Shares of the Corporation then outstanding;

          (B)  share  acquisitions  made pursuant to a Permitted Bid ("Permitted
               Bid Acquisitions");

          (C)  share acquisitions (1) in respect of which the Board of Directors
               of the  Corporation  has waived the  application  of Section  3.1
               pursuant to Sections  5.1(b),  (c) or (d); or (2) which were made
               on or prior to the date of the  Rights  Plan;  or (3) which  were
               made pursuant to a dividend reinvestment plan of the Corporation;
               or (4)  pursuant to the  receipt or exercise of rights  issued by
               the  Corporation  to all the holders of the Voting  Shares (other
               than holders resident in a jurisdiction  where such  distribution
               is restricted or  impractical  as a result of applicable  law) to
               subscribe   for  or  purchase   Voting   Shares  or   Convertible
               Securities,  provided that such rights are acquired directly from
               the Corporation and not from any other person; or (5) pursuant to
               a distribution by the Corporation of Voting Shares or Convertible
               Securities  made pursuant to a  prospectus;  or (6) pursuant to a
               distribution  by the  Corporation of Voting Shares or Convertible
               Securities by way of a private  placement by the  Corporation  or
               upon the  exercise by an  individual  employee  of stock  options
               granted under a stock option plan of the Corporation or rights to
               purchase  securities  granted under a share  purchase plan of the
               Corporation,  provided  that  (i) all  necessary  stock  exchange
               approvals for such private placement,  stock option plan or share
               purchase  plan have been  obtained  and such  private  placement,
               stock option plan or share  purchase plan complies with the terms
               and  conditions  of such  approvals and (ii) such Person does not
               become the Beneficial Owner of more than



<PAGE>


               25% of the Voting  Shares  outstanding  immediately  prior to the
               distribution,  and in making this determination the Voting Shares
               to be issued to such Person in the  distribution  shall be deemed
               to be  held by such  Person  but  shall  not be  included  in the
               aggregate number of outstanding  Voting Shares  immediately prior
               to the distribution ("Exempt Acquisitions");

          (D)  the acquisition of Voting Shares upon the exercise of Convertible
               Securities  received by such Person  pursuant to a Permitted  Bid
               Acquisition,  Exempt  Acquisition or a Pro Rata  Acquisition  (as
               defined below) ("Convertible Security Acquisitions"); or

          (E)  acquisitions  as a result of a stock  dividend,  a stock split or
               other event  pursuant  to which such Person  receives or acquires
               Voting  Shares  or  Convertible  Securities  on the same pro rata
               basis as all other  holders  of Voting  Shares of the same  class
               ("Pro Rata Acquisitions");

          provided,  however, that if a Person shall become the Beneficial Owner
          of  20%  or  more  of  the  Voting  Shares  of  the  Corporation  then
          outstanding  by  reason  of any  one  or a  combination  of (i)  share
          acquisitions  or redemptions by the  Corporation or (ii) Permitted Bid
          Acquisitions or (iii) Exempt Acquisitions or (iv) Convertible Security
          Acquisitions  or (v) Pro  Rata  Acquisitions  and,  after  such  share
          acquisitions  or  redemptions  by the  Corporation  or  Permitted  Bid
          Acquisitions or Exempt Acquisitions, Convertible Security Acquisitions
          or  Pro  Rata  Acquisitions,  such  Person  subsequently  becomes  the
          Beneficial  Owner of more than an  additional  1.00% of the  number of
          Voting Shares of the  Corporation  outstanding  other than pursuant to
          any one or combination of share  acquisitions or redemptions of shares
          by the Corporation,  Permitted Bid Acquisitions,  Exempt Acquisitions,
          Convertible Security Acquisitions or Pro Rata Acquisitions, then as of
          the  date  of  any  such  acquisition  such  Person  shall  become  an
          "Acquiring Person";

    (iii) a Grandfathered  Person provided,  however,  that if such Person shall
          thereafter  become  the  Beneficial  Owner of more than an  additional
          1.00% of the number of Common  Shares of the  Corporation  outstanding
          other than pursuant to share  acquisitions  or redemption of shares by
          the  Corporation,  Permitted Bid  Acquisitions,  Exempt  acquisitions,
          Convertible Security Acquisitions,  Acquisitions,  then as of the date
          of any  such  acquisition  such  person  shall  become  an  "Acquiring
          Person";

     (iv) for a period of 10 days after the  Disqualification  Date,  any Person
          who becomes  the  Beneficial  Owner of 20% or more of the  outstanding
          Voting Shares as a result of such Person  becoming  disqualified  from
          relying  on clause  1.1(d)(B)  solely  because  such  Person  makes or
          announces  an intention  to make a Take-over  Bid,  either alone or by
          acting  jointly or in concert with any other Person.  For the purposes
          of this  definition,  "Disqualification  Date" means the first date of
          public  announcement  that any  Person is making or  intends to make a
          Take-over Bid either alone or by acting jointly or in concert with any
          other Person; or



<PAGE>

     (v)  an  underwriter  or member of a banking or selling  group that becomes
          the Beneficial Owner of 20% or more of the Voting Shares in connection
          with a  distribution  of  securities  by way of  prospectus or private
          placement.

(b)  "Affiliate", used to indicate a relationship with a specified Person, shall
     mean  a  Person  that   directly,   or  indirectly   through  one  or  more
     intermediaries,  controls,  or is controlled by, or is under common control
     with, such specified Person.

(c)  "Associate"  of a specified  individual  shall mean any  individual to whom
     such specified individual is married or with whom such specified individual
     is living in a conjugal relationship,  outside marriage, or any relative of
     such  specified  individual  or said  spouse  who has the same home as such
     specified individual.

(d)  A Person shall be deemed the "Beneficial  Owner",  and to have  "Beneficial
     Ownership", of, and to "Beneficially Own":

     (i)  any  securities  as to  which  such  Person  or any of  such  Person's
          Affiliates or Associates is the owner at law or in equity;

     (ii) any  securities  as to  which  such  Person  or any of  such  Person's
          Affiliates  or  Associates  has the  right  to  acquire  (A)  upon the
          exercise  of  any  Convertible  Securities,  or  (B)  pursuant  to any
          agreement,   arrangement  or  understanding   whether  such  right  is
          exercisable  immediately or within a period of 60 days  thereafter and
          whether or not on condition or the happening of any contingency (other
          than (1)  customary  agreements  with  and  between  underwriters  and
          banking group or selling group members with respect to a  distribution
          to the public or pursuant to a private  placement of securities or (2)
          pursuant  to  a  pledge  of  securities  in  the  ordinary  course  of
          business); and

    (iii) any  securities  which are  Beneficially  Owned  within the meaning of
          clauses  1.1(d)(i)  or (ii) above by any other  Person with which such
          Person is acting jointly or in concert;

     provided,  however,  that a Person  shall  not be  deemed  the  "Beneficial
     Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own", any
     security:
          (A)  where (1) the  holder of such  security  has agreed to deposit or
               tender such security pursuant to a Permitted Lock-up Agreement to
               a  Take-over  Bid  made by such  Person  or any of such  Person's
               Affiliates  or  Associates  or any other  person  referred  to in
               clause  1.1(d)(iii)  or (2) such  security has been  deposited or
               tendered  pursuant to a Take-over  Bid made by such Person or any
               of such  Person's  Affiliates  or  Associates or any other Person
               referred  to in clause  1.1(d)(iii)  until the  earliest  time at
               which any such tendered security is accepted  unconditionally for
               payment or exchange or is taken up and paid for;

          (B)  where such Person, any of such Person's  Affiliates or Associates
               or any other Person referred to in clause 1.1(d)(iii), holds such
               security  provided  that (1) the  ordinary  business  of any such
               Person (the  "Investment  Manager")  includes the  management  of
               investment  funds for  others  and such  security  is held by the
               Investment Manager in the ordinary course of such business in the
               performance of such Investment Manager's duties


<PAGE>

               for the  account of any other  Person,  or (2) such  Person  (the
               "Trust  Company") is licensed to carry on the business of a trust
               company under  applicable  laws and, as such,  acts as trustee or
               administrator or in a similar capacity in relation to the estates
               of  deceased  or  incompetent  Persons  or in  relation  to other
               accounts and holds such  security in the ordinary  course of such
               duties for the estates of deceased or incompetent  Persons or for
               such other  accounts,  or (3) such Person (the "Plan Trustee") is
               the  administrator  or  trustee of one or more  pension  funds or
               plans (each a "Plan")  registered under applicable laws and holds
               such  security for the  purposes of its activity as such,  or (4)
               such Person is a Plan or is a Person  established by statute (the
               "Statutory  Body") for purposes  that  include,  and the ordinary
               business or activity of such Person  includes the  management  of
               investment  funds for  employee  benefit  plans,  pension  plans,
               insurance  plans  (other  than plans  administered  by  insurance
               companies) or various public bodies or (5) such Person is a Crown
               agent or agency;  provided  in any of the above  cases,  that the
               Investment  Manager,  the Trust  Company,  the Plan Trustee,  the
               Plan,  the  Statutory  Body or the Crown agent or agency,  as the
               case  may be,  is not  then  making  a  Take-over  Bid or has not
               announced a current intention to make a Take-over Bid, other than
               an Offer to Acquire Voting Shares or other securities pursuant to
               a distribution  by the Corporation or by means of ordinary market
               transactions  (including  pre-arranged trades entered into in the
               ordinary course of business of such Person)  executed through the
               facilities of a stock exchange,  national  securities  quotations
               system, or organized  over-the-counter market, alone or by acting
               jointly or in concert with any other Person; or

          (C)  because  such  Person is a client of or has an  account  with the
               same  Investment  Manager as another  Person on whose account the
               Investment Manager holds such security, or where such Person is a
               client  of or has an  account  with the  same  Trust  Company  as
               another  Person on whose  account  the Trust  Company  holds such
               security,  or where such Person is a Plan and has a Plan  Trustee
               who is also a Plan Trustee for another Plan on whose  account the
               Plan Trustee holds such security; or

          (D)  where such  Person is (i) a client of an  Investment  Manager and
               such  security  is owned at law or in  equity  by the  Investment
               Manager,  or (ii) an account of a Trust Company and such security
               is owned at law or in  equity by the  Trust  Company,  or (iii) a
               Plan and such  security  is owned at law or in equity by the Plan
               Trustee; or

          (E)  where such Person is the  registered  holder of  securities  as a
               result of carrying on the business of or acting as a nominee of a
               securities depositary.


<PAGE>

               For purposes of this  Agreement,  the percentage of Voting Shares
               Beneficially  Owned by any  Person,  shall be and be deemed to be
               the product determined by the formula:
               100 x A/B
               Where:

               A =  the  number of votes  for the  election  of all  directors
                    generally  attaching to the Voting Shares Beneficially Owned
                    by such Person; and

               B =  the  number of votes  for the  election  of all  directors
                    generally attaching to all outstanding Voting Shares.  For
                    the purposes of the foregoing formula, where any person is
                    deemed to Beneficially Own unissued Voting Shares which may
                    be acquired pursuant to Convertible Securities, such  Voting
                    Shares shall be deemed to be outstanding  for the purpose of
                    calculating the percentage of Voting Shares Beneficially
                    Owned by such Person in both the numerator and the
                    denominator, but no other unissued Voting Shares which may
                    be acquired pursuant to any other outstanding Convertible
                    Securities shall, for the purposes of that calculation,
                    be deemed to be outstanding.
(e)  "Business  Day" shall mean any day other than a  Saturday,  Sunday or a day
     that is  treated  as a holiday  at the  Corporation's  principal  executive
     offices in Vancouver, British Columbia, Canada.

(f)  "Company Act" shall mean the Company Act (British Columbia) as amended, and
     the  regulations  thereunder,  and  any  comparable  or  successor  laws or
     regulations thereto.

(g)  "Canadian-U.S.  Exchange  Rate"  shall mean on any date the  inverse of the
     U.S. Canadian Exchange Rate.

(h)  "Canadian  Dollar  Equivalent"  of any amount  which is expressed in United
     States dollars shall mean on any day the Canadian dollar equivalent of such
     amount determined by reference to the  Canadian-U.S.  Exchange Rate on such
     date.

(i)  "close of business" on any given date shall mean the time on such date (or,
     if such  date is not a  Business  Day,  the  time  on the  next  succeeding
     Business  Day) at which the  office of the  transfer  agent for the  Voting
     Shares in the City of Vancouver, British Columbia (or, after the Separation
     Time,  the offices of the Rights  Agent in the City of  Vancouver,  British
     Columbia) becomes closed to the public.

(j)  "Common  Shares of the  Corporation"  and  "Common  Shares"  shall mean the
     Common Shares in the capital stock of the  Corporation as constituted as at
     the  Record  Time and any other  share of the  Corporation  into which such
     Common Shares may be subdivided, consolidated, reclassified or changed from
     time to time and "common  shares"  when used with  reference  to any Person
     other than the Corporation means the class or classes of shares (or similar
     equity  interest) with the greatest per share voting power entitled to vote
     generally  in the  election of all  directors  of such other  Person or the
     equity  securities or other equity  interest  having power  (whether or not
     exercised) to control or direct the  management of such other Person or, if
     such other Person is a corporation controlled by another Person, the Person
     (other than an individual)  which ultimately  controls such first mentioned
     other Person.

(k)  "Competing Permitted Bid" means a Take-over Bid that:

     (i)  is made after a Permitted Bid has been made and prior to the expiry of
          the Permitted Bid;

     (ii) satisfies all  components  of the  definition of a Permitted Bid other
          than the  requirements  set out in the clause (ii) of that definition;
          and


<PAGE>

    (iii) contains,and  the  take-up  and  payment  for  securities  tendered or
          deposited is subject to, an irrevocable and unqualified provision that
          no  Voting  Shares  will be  taken  up or  paid  for  pursuant  to the
          Take-over  Bid prior to the close of  business  on the date that is no
          earlier than the later of (1) the earliest date on which Voting Shares
          may be taken up or paid  for  under  any  Permitted  Bid or  Competing
          Permitted Bid that is then in existence and (2) 21 days (or such other
          minimum  period  of days as may be  prescribed  by  applicable  law in
          British Columbia) after the date of the Take-over Bid constituting the
          Competing Permitted Bid.

(l)  "Convertible Securities" means at any time:

     (i)  any right  (contractual  or otherwise  and  regardless of whether such
          right  constitutes  a  security)  to acquire  Voting  Shares  from the
          Corporation; and

     (ii) any securities issued by the Corporation from time to time (other than
          the Rights) carrying any exercise, conversion or exchange right;

     which is then  exercisable or  exercisable  within a period of 60 days from
     that time pursuant to which the holder thereof may acquire Voting Shares or
     other  securities which are convertible into or exercisable or exchangeable
     for Voting Shares (in each case,  whether such right is then exercisable or
     exercisable within a period of 60 days from that time and whether or not on
     condition or the happening of any contingency).

(m)  "Convertible  Security  Acquisitions"  has the  meaning  set  forth  in the
     definition of "Acquiring Person" herein.

(n)  "Co-Rights Agents" shall have the meaning set forth in subsection 4.1(a).

(o)  "Exempt  Acquisition"  has the  meaning  set  forth  in the  definition  of
     "Acquiring Person" herein.

(p)  "Exercise  Price"  shall mean,  as of any date after the Record  Time,  the
     price at which a holder may purchase the securities  issuable upon exercise
     of one whole  Right and until  adjustment  thereof in  accordance  with the
     terms hereof, the Exercise Price shall equal Cdn. $1,000.

(q)  "Expiration Time" shall mean the earlier of:

     (i)  the Termination Time;

     (ii) the   termination  of  the  annual  meeting  of  shareholders  of  the
          Corporation in the year 2003; and

    (iii) provided,  however, that if the resolution referred to in Section 5.19
          is approved by  Independent  Shareholders  in accordance  with Section
          5.19 at or prior to such meeting, "Expiration Time", means the earlier
          of (i) the  Termination  Time and (ii) the  termination  of the annual
          meeting of shareholders of the Corporation in 2006.

(r)  A "Flip-in Event" shall mean a transaction occurring subsequent to the date
     of this Agreement as a result of which any Person shall become an Acquiring
     Person provided, however, that a Flip-in Event, shall be deemed to occur at
     the close of  business  on the tenth day (or such later day as the Board of
     Directors of the  Corporation  may determine)  after the Stock  Acquisition
     Date.


<PAGE>

(s)  "Grandfathered  Person" means any Person who is the Beneficial Owner of 20%
     or more of the  Outstanding  Common Shares of the Corporation at the Record
     Time;

(t)  "Independent  Shareholders" shall mean holders of outstanding Voting Shares
     of the Corporation  excluding (i) any Acquiring  Person; or (ii) any Person
     (other than a Person  referred to in Section  1.1(d)(B))  that is making or
     has announced a current intention to make a Take-over Bid for Voting Shares
     of the Corporation (including a Permitted Bid or a Competing Permitted Bid)
     but  excluding any such Person if the Take-over Bid so announced or made by
     such  Person  has been  withdrawn,  terminated  or,  expired;  or (iii) any
     Affiliate or Associate of such Acquiring  Person or Persons  referred to in
     clause  (ii);  or (iv) any Person  acting  jointly or in concert  with such
     Acquiring  Person or a Person  referred to in clause (ii);  or (v) a Person
     who is a  trustee  of any  employee  benefit  plan,  share  purchase  plan,
     deferred  profit  sharing plan or any similar plan or trust for the benefit
     of employees of the Corporation or a Subsidiary of the Corporation,  unless
     the  beneficiaries  of the plan or trust  direct  the  manner  in which the
     Voting Shares are to be voted or direct whether the Voting Shares are to be
     tendered to a Take-over Bid.

(u)  "Market Price" per security of any securities on any date of  determination
     shall mean the  average of the daily  Closing  Prices Per  Security of such
     securities  (determined  as described  below) on each of the 20 consecutive
     Trading Days through and  including the Trading Day  immediately  preceding
     such date; provided,  however,  that if an event of a type analogous to any
     of the events  described  in Section 2.3 hereof shall have caused the price
     used to determine  the Closing Price Per Security on any Trading Day not to
     be fully  comparable with the price used to determine the Closing Price Per
     Security on such date of determination  or, if the date of determination is
     not a Trading Day, on the  immediately  preceding  Trading  Day,  each such
     price so used shall be appropriately  adjusted in a manner analogous to the
     applicable  adjustment  provided for in Section 2.3 hereof in order to make
     it fully  comparable  with the price per  security  used to  determine  the
     Closing Price Per Security on such date of determination or, if the date of
     determination  is not a Trading Day, on the immediately  preceding  Trading
     Day. The "Closing  Price Per Security" of any  securities on any date shall
     be:

          (i)  the  closing  board  lot  sale  price  or,  if such  price is not
               available,  the average of the closing bid and asked prices,  for
               such  securities  as reported  by the stock  exchange or national
               securities  quotation  system on which such securities are listed
               or  admitted  to  trading,  (provided  that  if at  the  date  of
               determination  such  securities are listed or admitted to trading
               on more than one stock exchange or national securities  quotation
               system,  such price or prices  shall be  determined  based on the
               stock exchange or national  securities  quotation system on which
               such  securities  are then listed or admitted to trading on which
               the largest number of such securities were traded during the most
               recently completed calendar year);

          (ii) if, for any reason, none of such prices is available on such date
               or the  securities  are not  listed or  admitted  to trading on a
               stock exchange or national securities  quotation system, the last
               sale  price,  or in case no sale takes  place on such  date,  the
               average of the high bid and low asked prices for such  securities
               in the over-the-counter market, as quoted by any reporting system
               then in use (as selected by the Board of Directors); or

         (iii) if the  securities  are not  listed or  admitted  to  trading  as
               contemplated  in clause  1.1(v)(i)  or (ii),  the  average of the
               closing  bid and asked  prices  as  furnished  by a  professional
               market maker making a market in the securities provided, however,
               that if on any such date the Closing Price Per Security cannot be
               determined in accordance  with the  foregoing,  the Closing Price
               Per Security of such securities


<PAGE>

               on such  date  shall  mean  the  fair  value  per  share  of such
               securities  on  such  date as  determined  in  good  faith  by an
               internationally recognized investment dealer or investment banker
               with respect to the fair value per share of such securities.  The
               Market  Price,  shall be  expressed  in Canadian  dollars and, if
               initially determined in respect of any day forming part of the 20
               consecutive  trading  day  period in  question  in United  States
               dollars, such amount shall be translated into Canadian dollars at
               the Canadian Dollar Equivalent thereof.

(v)  "1933  Securities  Act" shall mean the Securities Act of 1933 of the United
     States,  as  amended,  and the rules and  regulations  thereunder,  and any
     comparable or successor laws or regulations thereto.

(w)  "1934 Exchange Act" shall mean the  Securities  Exchange Act of 1934 of the
     United States, as amended,  and the rules and regulations  thereunder,  and
     any comparable or successor laws or regulations thereto.

(x)  "Offer to Acquire" shall include:

          (i)  an  offer to  purchase,  or a  solicitation  of an offer to sell,
               Voting Shares; and

          (ii) an acceptance of an offer to sell Voting  Shares,  whether or not
               such offer to sell has been solicited;

          or any combination  thereof, and the Person accepting an offer to sell
          shall be deemed to be making an offer to acquire  to the  Person  that
          made the offer to sell.

(y)  "Offeror's  Securities" means Voting Shares  Beneficially Owned on the date
     of an Offer to  Acquire by any  Person  who is making a  Take-over  Bid and
     "Offeror"  means a Person who has announced a current  intention to make or
     is making a Take-over Bid.

(z)  "Permitted  Bid"  means a  Take-over  Bid  made by a  Person  by means of a
     Take-over   Bid  circular  and  which  also  complies  with  the  following
     additional provisions:

          (i)  the  Take-over  Bid is made to all  holders  of  record of Voting
               Shares as registered on the books of the Corporation,  other than
               the Offeror;

          (ii) the  Take-over  Bid shall  contain,  and the  provisions  for the
               take-up  and  payment for Voting  Shares  tendered  or  deposited
               thereunder  shall be subject to, an irrevocable  and  unqualified
               condition  that no  Voting  Shares  shall be taken up or paid for
               pursuant to the Take-over Bid prior to the close of business on a
               date  which is not less  than 45 days  following  the date of the
               Take-over Bid;

         (iii) the  Take-over  Bid shall  contain  irrevocable  and  unqualified
               provisions  that,  unless the Take-over Bid is withdrawn,  Voting
               Shares may be deposited pursuant to the Take-over Bid at any time
               prior to the close of  business  on the date of first  take-up or
               payment for Voting  Shares and that all Voting  Shares  deposited
               pursuant to the  Take-over Bid may be withdrawn at any time prior
               to the close of business on such date;

          (iv) the Take-over Bid shall contain an  irrevocable  and  unqualified
               condition  that more than 50% of the  outstanding  Voting  Shares
               held by  Independent  Shareholders,  determined as at the date of
               first  take-up or payment for Voting  Shares under the  Take-over
               Bid, must be deposited to the Take-over Bid and not


<PAGE>


               withdrawn  at the close of business on the date of first  take-up
               or payment for Voting Shares; and

          (v)  the Take-over Bid shall contain an  irrevocable  and  unqualified
               provision  that in the  event  that  more  than  50% of the  then
               outstanding Voting Shares held by Independent  Shareholders shall
               have been  deposited to the Take-over Bid and not withdrawn as at
               the date of first  take-up or payment for Voting Shares under the
               Take-over  Bid,  the Offeror will make a public  announcement  of
               that fact and the Take-over Bid will remain open for deposits and
               tenders of Voting  Shares for not less than 10 Business Days from
               the date of such public announcement;

               provided  that  if  a  Take-over  Bid   constitutes  a  Competing
               Permitted  Bid,  the term  "Permitted  Bid"  shall  also mean the
               Competing Permitted Bid.

(aa) "Permitted Bid  Acquisition" has the meaning set forth in the definition of
     "Acquiring Person" herein.

(bb) "Permitted Lock-up Agreement" means an agreement (the "Lock-up  Agreement")
     between a Person and one or more holders of Voting Shares (each such holder
     herein  referred  to as a  "Locked-up  Person")  (the  terms of  which  are
     publicly  disclosed  and  reduced  to  writing  and a copy of which is made
     available to the public (including the Corporation) not later than the date
     of the Lock-up  Bid (as defined  below) or if the Lock-up Bid has been made
     prior to the date of the Lock-up  Agreement  not later than the date of the
     Lock-up  Agreement)  pursuant  to which  each  Locked-up  Person  agrees to
     deposit or tender the Voting  Shares held by such holder to a Take-over Bid
     (the "Lock-up  Bid") made by the Person or any of such Person's  Affiliates
     or  Associates  or any  other  Person  referred  to in  clause  1.1(d)(iii)
     provided that:

     (i)  the Lock-up  Agreement  permits the  Locked-up  Person to withdraw its
          Voting Shares from the Lock-up Agreement in order to deposit or tender
          the Voting  Shares to  another  Take-over  Bid or to  support  another
          transaction  prior to the Voting  Shares  being  taken up and paid for
          under the Lock-up Bid:

          (A)  at a price or value per Voting  Share that  exceeds  the price or
               value per Voting Share offered under the Lock-up Bid; or

          (B)  for a number of Voting Shares at least 7% greater than the number
               of Voting  Shares that the Offeror has offered to purchase  under
               the Lock-up Bid at a price or value per Voting  Share that is not
               less than the price or value per Voting Share  offered  under the
               Lock-up Bid; or

          (C)  (a) that  contains an offering  price for each Voting  Share that
               exceeds  by as much  as or  more  than a  specified  amount  (the
               "Specified  Amount")  the  offering  price for each Voting  Share
               contained  in or proposed to be  contained in the Lock-up Bid and
               (b) does not by itself  provide  for a  Specified  Amount that is
               greater than 7% of the offering price contained in or proposed to
               be contained in the Lock-up Bid; and;

          for  greater  clarity,  the  agreement  may  contain  a right of first
          refusal  or  require a period of delay to give the Person who made the
          Lock-up  Bid an  opportunity  to  match  a  higher  price  in  another
          Take-over  Bid or other  similar  limitation  on a Locked-up  Person's
          right to withdraw  Voting  Shares from the  agreement,  so long as the
          limitation  does not preclude the exercise by the Locked-up  Person of
          the


<PAGE>


          right to  withdraw  Voting  Shares  during  the  period  of the  other
          Take-over Bid or transaction; and

     (ii) no  "break-up"  fees,  "top-up"  fees,  penalties,  expenses  or other
          amounts that exceed in aggregate the greater of:

          (A)  2 1/2% of the price or value of the  consideration  payable under
               the Lock-up Bid to a Locked-up Person; and

          (B)  50%  of  the   amount   by  which  the  price  or  value  of  the
               consideration  received  by  a  Locked-up  Person  under  another
               Take-over  Bid or  transaction  exceeds the price or value of the
               consideration that the Locked-up Person would have received under
               the Lock-up Bid;

          shall be  payable by such  Locked-up  Person if the  Locked-up  Person
          fails to  deposit  or tender  Voting  Shares to the  Lock-up  Bid,  or
          withdraws  Voting  Shares  previously  tendered  thereto  in  order to
          deposit  or tender  such  Voting  Shares to another  Take-over  Bid or
          support another transaction.

(cc) "Person" shall mean any individual, firm, partnership,  association, trust,
     trustee,    personal   representative,    body   corporate,    corporation,
     unincorporated organization, syndicate or other entity.

(dd) "Pro Rata  Acquisition"  has the  meaning  set forth in the  definition  of
     "Acquiring Person" herein.

(ee) "Record Time" shall mean the close of business on April 27, 2000.

(ff) "Redemption Price" has the meaning set forth in subsection 5.1(a) herein.

(gg) "Securities Act" shall mean the Securities Act (British  Columbia),  S.B.C.
     1985, c. 83, as amended, and the rules and regulations thereunder,  and any
     comparable or successor laws, rules or regulations thereto.

(hh) "Separation  Time" shall mean the close of  business on the tenth  Business
     Day after the earlier of:

     (i)  the Stock Acquisition Date;

     (ii) the date of the commencement  of, or first public  announcement of the
          intent of any Person (other than the  Corporation or any Subsidiary of
          the  Corporation)  to commence a Take-over Bid (other than a Take-over
          Bid which is a Permitted  Bid so long as such  Take-over Bid continues
          to satisfy the requirements of a Permitted Bid), provided that, if any
          Take-over Bid referred to in this clause (ii)  expires,  is cancelled,
          terminated or otherwise  withdrawn prior to the Separation  Time, such
          Take-over Bid shall be deemed,  for purposes of this Section  1.1(ii),
          never to have been made; and

    (iii) the date upon which a Permitted Bid ceases to be a Permitted Bid;

     or such later date as may be  determined  by the Board of  Directors of the
     Corporation acting in good faith provided that, if the foregoing results in
     the Separation  Time being prior to the Record Time,  the  Separation  Time
     shall be the Record Time and if the Board of Directors  determines pursuant
     to Section 5.1 to waive the  application of Section 3.1 to a Flip-In Event,
     the Separation  Time in respect of such Flip-In Event shall be deemed never
     to have occurred.



<PAGE>


(ii) "Stock  Acquisition Date" shall mean the first date of public  announcement
     (which, for purposes of this definition, shall include, without limitation,
     a report  filed  pursuant to Section 111 of the  Securities  Act or Section
     13(d)  under the 1934  Exchange  Act) by the  Corporation  or an  Acquiring
     Person that a Person has become an Acquiring Person.

(jj) "Subsidiary"  of any specified  Person shall mean any  corporation or other
     entity controlled by such specified Person.

(kk) "Take-over  Bid"  means an Offer to  Acquire  Voting  Shares or  securities
     convertible  into Voting  Shares,  where the Voting  Shares  subject to the
     Offer to Acquire, together with the Voting Shares into which the securities
     subject  to the  Offer  to  Acquire  are  convertible,  and  the  Offeror's
     Securities,  constitute  in the  aggregate  20% or more of the  outstanding
     Voting Shares at the date of the Offer to Acquire.

(ll) "Termination  Time"  shall  mean the time at which  the  right to  exercise
     Rights shall terminate pursuant to Section 5.1, 5.18 or 5.19 hereof.

(mm) "Trading Day", when used with respect to any  securities,  shall mean a day
     on which the principal securities exchange or national securities quotation
     system on which such  securities  are listed or admitted to trading is open
     for the  transaction  of business or, if the  securities  are not listed or
     admitted to trading on any securities exchange, a Business Day.

(nn) "U.S. Canadian Exchange Rate" shall mean on any date:

     (i)  if on such date the Bank of Canada  sets an average  noon spot rate of
          exchange  with a conversion  of one United States dollar into Canadian
          dollars, such rate;

     (ii) in any other case,  the rate for such date for the  conversion  of one
          United States dollar into Canadian  dollars which is calculated in the
          manner which shall be determined  by the Board of Directors  from time
          to time acting in good faith.

(oo) "U.S.  Dollar  Equivalent"  of any amount  which is  expressed  in Canadian
     dollars shall mean on any day the United  States dollar  equivalent of such
     amount determined by reference to the  U.S.-Canadian  Exchange Rate on such
     date.

(pp) "Voting  Shares" shall mean the Common Shares and any other  securities the
     holders  of  which  are  entitled  to vote  generally  on the  election  of
     directors of the  Corporation  and "voting shares" when used with reference
     to any Person other than the Corporation  means common shares of such other
     Person and any other  securities  the holders of which are entitled to vote
     generally in the election of the directors of such other Person.


<PAGE>

                                  SCHEDULE "E"

                  A STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Manual  Guideline (1)  Stewardship  Responsibilities:  The board of directors of
every corporation should explicitly assume responsibility for the stewardship of
the corporation and, as part of the overall stewardship  responsibility,  should
assume responsibility for the following matters:

a) adoption of a strategic planning process;
b) the  identification of the principal risks of the corporation's  business and
ensuring the  implementation  of appropriate  systems to manage these risks;
c) succession  planning,  including  appointing,  training and monitoring senior
management;
d) a communications policy for the corporation; and
e)  the  integrity  of  the   corporation's   internal  control  and  management
information systems.

Under  the  Policy   established  by  the  Board,   the  Board  has  an  overall
responsibility  to oversee  the  affairs of the  Company  for the benefit of the
shareholders.  The Board is, with the  exception  of issues to be decided by the
Company's  shareholders,  the ultimate  decision-making body of the Company. The
guiding  principle  of the  Policy  is that all  significant  Company  decisions
require Board consideration and approval.

The Board assumes  responsibility  for overseeing the strategic  planning of the
Company.  The  consideration  of the strategic plan is an ongoing process and is
typically an agenda item at Board meetings. The Board provides input to the plan
throughout  the process.  The final Board  meeting of the fiscal year provides a
formal framework for the full  consideration of management's  business plan. The
Board will approve, subject to the adoption of its recommendations, the business
plan.

The  identification and management of the dominant business risks is an explicit
part of the strategic planning process. The Board accepts the responsibility for
monitoring  the Company's  risk  management  strategy and may instruct the Audit
Committee  to  investigate  issues of concern.  The  Company's  risk  management
strategy requires Board approval.

The Board appoints the Chief  Executive  Officer and approves the appointment of
other  management.  The Board will plan for  succession to the position of Chief
Executive  Officer  and  other key  management  positions.  The Chief  Executive
Officer  will  provide  to the  Board an  assessment  of  management  and  their
potential as a successor and an assessment of individuals  considered  potential
successors to selected management positions.

The  Board  believes  that  management  is best  able to speak on  behalf of the
Company.  The Chief Executive Officer is responsible for establishing  effective
communication links with the Company's various stakeholders. All core disclosure
documents require Board approval before public release. Individual Board members
may  periodically be asked by management to communicate with  stakeholders  when
appropriate.

The Audit  Committee is  responsible  for  overseeing  the  Company's  system of
internal control


<PAGE>

Manual  Guideline  (2)  Composition  of Board:  The board of  directors of every
corporation  should be constituted with a majority of individuals who qualify as
unrelated  directors.  An unrelated director is a director who is independent of
management and is free from any interest and any business or other  relationship
which could, or could reasonably be perceived to, materially  interfere with the
director's  ability to act with a view to the best interests of the corporation,
other than interests and relationships arising from shareholding.

A related  director  is a  director  who is not an  unrelated  director.  If the
corporation  has  a  significant  shareholder,  in  addition  to a  majority  of
unrelated  directors,  the board should include a number of directors who do not
have  interests  in  or  relationships   with  either  the  corporation  or  the
significant  shareholder  and  which  fairly  reflects  the  investment  in  the
corporation  by  shareholders   other  than  the  significant   shareholder.   A
significant shareholder is a shareholder with the ability to exercise a majority
of the votes for the election of the board of directors.

The Board currently consists of five directors of which all but Jim McIntosh are
"unrelated"  directors  as  defined  in  the  Manual.  The  Corporation  has  no
"significant"  shareholder,  which the Manual defines as a shareholder  with the
ability to  exercise a majority  of the votes for the  election  of the board of
directors.

Manual Guideline (3) Unrelated  Directors:  The application of the definition of
"unrelated  director" to the circumstances of each individual director should be
the  responsibility of the board which will be required to disclose on an annual
basis whether the board has a majority of unrelated directors or, in the case of
a corporation with a significant  shareholder,  whether the board is constituted
with the  appropriate  number of  directors  which are not related to either the
corporation or the  significant  shareholder.  Management  directors are related
directors.  The board will also be required  to disclose on an annual  basis the
analysis of the application of the principles supporting this conclusion.

The Board  believes  that it is composed of a majority of  unrelated  directors.
Scot Land and Morgan  Sturdy are each free from any interest and any business or
other  relationship which could, or could reasonably be perceived to, materially
interfere with the  director's  ability to act with a view to the best interests
of  the  Company,   other  than   interests  and   relationships   arising  from
shareholding. David Neale is Vice-President,  Product Development and Deployment
of Rogers AT&T  Wireless  Inc. On March 16,  2000,  the Company  announced  that
Rogers AT&T Wireless Inc. placed an order for a branded version of the Company's
Symmetry  software.  Gary  McIntosh  is the  father of Jim  McIntosh.  The Board
believes  that  these  relationship  do not  materially  interfere  with  either
director's ability to act with a view to the best interests of the Company.

Jim  McIntosh  as  president  and Chief  Executive  Officer is the only  related
director and is a management director.

Manual Guideline (4) and (5) Nominating  Committee and Assessing  Effectiveness:
The board of  directors  of every  corporation  should  appoint a  committee  of
directors composed exclusively of


<PAGE>

outside,  i.e.,  non-management,  directors,  a majority  of whom are  unrelated
directors,  with the responsibility for proposing to the full board new nominees
to the board and for assessing directors on an ongoing basis.

Every  board of  directors  should  implement a process to be carried out by the
nominating   committee  or  other   appropriate   committee  for  assessing  the
effectiveness  of the  board as a whole,  the  committees  of the  board and the
contribution of individual directors.

The Board established The Nominating Committee to assess the overall performance
of the Board.  The  Nominating  Committee  evaluates  the  contribution  of each
director on an individual  basis,  assesses the  collective  performance  of the
Board,  proposes new  nominees to the Board and  analyses the existing  size and
structure of the Board. The Nominating  Committee is scheduled to meet annually,
and in consultation with the Chief Executive  Officer,  prepares and reports its
findings to the Board.  The formal  evaluation  of each  individual  director is
undertaken  once every three years.  Final  decisions are approved by the Board.
The Nominating Committee currently consists of three unrelated directors.

Manual  Guideline  (6)  Orientation  and  Education:  Every  corporation,  as an
integral element of the process for appointing new directors,  should provide an
orientation and education program for new recruits to the board.

The Company will provide new directors with an orientation  program upon joining
the Company that includes extensive corporate materials, a tour of the Company's
headquarters and meetings with management.

Manual Guideline (7) Size of Board:  Every board of directors should examine its
size  and,  with  a  view  to   determining   the  impact  of  the  number  upon
effectiveness,  undertake where  appropriate,  a program to reduce the number of
directors to a number which facilitates more effective decision-making.

The Board  believes  that the  relatively  small number of directors  allows for
effective  discussion and  implementation  of decisions but acknowledges that as
the Company  continues  to grow,  it may need to  increase  this number to fully
conduct  the  range  of its  responsibilities.  The  size of the  Board is to be
periodically reviewed.

Manual  Guideline  (8) Review of  Compensation:  The board of  directors  should
review the adequacy  and form of the  compensation  of directors  and ensure the
compensation  realistically  reflects the  responsibilities and risk involved in
being an effective director.

The Board is compensated  solely in incentive  stock options to best align their
interests with those of the Company's shareholders.  The Company pays reasonable
expenses  incurred  by  the  Board.  The  Compensation  Committee  monitors  the
competitiveness of the Board compensation  package to ensure the Board continues
to attract talented individuals.

Manual Guideline (9) Committee Composition: Committees of the board of directors
should  generally  be  composed  of outside  directors,  a majority  of whom are
unrelated directors,


<PAGE>


although some board committees, such as the executive committee, may include one
or more inside directors.

The Board has established three committees - an audit committee,  a compensation
committee and a nominating  committee.  All committees are composed of unrelated
directors.

Manual  Guideline (10)  Corporate  Governance  Policy:  Every board of directors
should  expressly  assume  responsibility  for,  or  assign  to a  committee  of
directors the general  responsibility for, developing the corporation's approach
to governance issues. This committee would, amongst other things, be responsible
for the corporation's response to these governance guidelines.

The Board has adopted and approved the Policy. The Board collectively recognises
the importance of corporate  governance and will review,  and where  appropriate
adjust, the Policy on at least an annual basis.

Manual Guideline (11) Position  Descriptions:  The board of directors,  together
with the CEO,  should develop  position  descriptions  for the Board and for the
CEO, involving the definition of the limits to management's responsibilities. In
addition, the Board should approve or develop the corporate objectives which the
CEO is responsible for meeting.

The Board provides  strategic  guidance to the management  team and monitors the
operations of the Company. Management has the sole responsibility to operate the
Company on a day-to-day basis. The Board with management will delineate areas of
responsibility  for  the  Board  and  management.   The  outside  directors  are
responsible  for setting goals for management to attain.  The outside  directors
will   evaluate  the   performance   of   management   annually   against  these
pre-determined  goals.  The  evaluation  is  then  passed  to  the  Compensation
Committee.   The  Compensation  Committee  has  the  responsibility  for  making
recommendations   for   management   compensation   based  on  the   performance
evaluations.

Manual Guideline (12) Structures and Procedures for Independence of Board: Every
board of directors should have in place appropriate structures and procedures to
ensure that the board can function  independently of management.  An appropriate
structure  would be to (i)  appoint  a chair of the board who is not a member of
management   with   responsibility   to   ensure   the  board   discharges   its
responsibilities   or  (ii)  adopt   alternate  means  such  as  assigning  this
responsibility to a committee of the board or to a director,  sometimes referred
to as the "lead director".  Appropriate procedures may involve the board meeting
on a regular basis without management present or may involve expressly assigning
the responsibility for administering the board's relationship to management to a
committee of the board.

The Board  believes that it benefits from its close  working  relationship  with
management but also recognises the importance of functioning  independently from
management.  To facilitate this principle it is a Board policy that the Chairman
of the  Board is not a member  of  management  and the  Chairman  is  explicitly
charged  with the  responsibility  of  managing  the Board's  relationship  with
management.  In  addition,  the  Board  meets  without  management  as and  when
necessary.


<PAGE>

Manual  Guideline (13) Audit  Committee:  The audit  committee of every board of
directors  should  be  composed  only  of  outside  directors.   The  roles  and
responsibilities of the audit committee should be specifically  defined so as to
provide appropriate  guidance to audit committee members as to their duties. The
audit committee should have direct communication  channels with the internal and
external  auditors to discuss and review  specific  issues as  appropriate.  The
audit committee duties should include  oversight  responsibility  for management
reporting on internal control. While it is management's responsibility to design
and implement an effective system of internal control,  it is the responsibility
of the audit committee to ensure that management has done so.

The Audit Committee reviews the audited financial  statements of the Company and
brings  them to the  Board  for  approval.  In  addition,  the  Audit  Committee
recommends  the  Company's  auditors  and  assesses  the  effectiveness  of  the
Company's  internal  financial  controls  and  financial  reporting.  The  Audit
Committee has established  access to both auditors and  appropriate  management.
The Audit  Committee  meets as and when  necessary  and consists only of outside
directors.  The  Audit  Committee  is  currently  composed  of  three  unrelated
directors.

Manual Guideline (14) Outside Advisors:  The board of directors should implement
a system which  enables an individual  director to engage an outside  advisor at
the expense of the corporation in appropriate  circumstances.  The engagement of
the  outside  advisor  should  be  subject  to the  approval  of an  appropriate
committee of the board.

The Board has access to any Company employee.  The Board can engage,  subject to
the approval of the Board, a consultant at the Company's expense.


<PAGE>

                            INFOWAVE SOFTWARE, INC.

                                      PROXY

      SOLICITED BY MANAGEMENT FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING

The  undersigned  member of  Infowave  Software,  Inc.  (the  "Company")  hereby
appoints Jim McIntosh,  President,  or failing him, Todd Carter, Chief Financial
Officer, or, in place of the foregoing, _________________________, as nominee of
the  undersigned to attend,  vote and act for and in the name of the undersigned
at the Annual and Extraordinary General Meeting of the members of the Company to
be held at Ballroom B, The Waterfront Centre Hotel, 900 Canada Place, Vancouver,
British  Columbia,  on June 5, at the hour of 2:00 p.m.  (Vancouver time) and at
every adjournment thereof, to the same extent and with the same powers as if the
undersigned  member were present at the said  meeting.  The  undersigned  member
hereby revokes any proxy previously given to attend and vote at said meeting.

<TABLE>

UNLESS THE UNDERSIGNED  DIRECTS  OTHERWISE,  THE NOMINEE IS HEREBY INSTRUCTED TO
VOTE FOR THE FOLLOWING RESOLUTIONS:

<S>  <C>   <C>            <C>         <C>
FOR  [ ]   WITHHOLD VOTE  [ ]         To appoint  KPMG,  Chartered  Accountants,  as the Auditors of
                                      the  Company  and  to  authorize  the  Directors  to  fix  the
                                      Auditors' remuneration.
FOR  [ ]   AGAINST        [ ]         To set the size of the board of  Directors  of the  Company at
                                      five,  subject  to  increase  as may be  permitted  under  the
                                      Company Act (British Columbia).
FOR  [ ]   WITHHOLD VOTE  [ ]         To elect Jim McIntosh as a Director.
FOR  [ ]   WITHHOLD VOTE  [ ]         To elect Morgan Sturdy as a Director.
FOR  [ ]   WITHHOLD VOTE  [ ]         To elect Scot Land as a Director.
FOR  [ ]   WITHHOLD VOTE  [ ]         To elect David Wedge as a Director.
FOR  [ ]   WITHHOLD VOTE  [ ]         To elect David Neale as a Director.
FOR  [ ]   AGAINST        [ ]         The Ordinary  Resolution to confirm and approve  amendments to
                                      the Stock Option Plan of the Company.
FOR  [ ]   AGAINST        [ ]         The Special  Resolution  to amend the  Articles of the Company
                                      to grant the Directors of the Company  discretionary  power to
                                      increase the size  of the board by up to one third.
FOR  [ ]   AGAINST        [ ]         The Ordinary Resolution to approve a Shareholder Rights Plan.

[                                  ]  Please sign here: ------------------------
                                                        (signature of member)
   Affix Label Here                                     ------------------------
   Name of Proxy holder                                 (print name of member)
   Address of Proxy holder
   Number of securities represented   Date: -----------------------
   by Proxy

                                      This proxy form is not valid  unless it is signed and dated. If someone other
[                                  ]  than the member of the Company signs this proxy form on behalf of the named member
                                      of the Company, documentation acceptable to the Chairman of the meeting must be
                                      deposited with this proxy form, authorizing the signing person to do such.
                                      To be presented at the meeting, this proxy form must be received at the office
                                      of "Montreal Trust Company of Canada" by mail or by fax no later than forty eight
                                      ("48") hours prior to the time of the meeting or delivered to the Chairman of the
                                      meeting prior to the commencement of the meeting.  The mailing address of Montreal
                                      Trust Company of Canada is 510 Burrard Street, Vancouver, British Columbia, V6C 3B9
                                      and its fax number is (604) 683-3694.
</TABLE>


<PAGE>

1.   This Proxy is solicited by the Management of the Company.

2.   (a)  If the member wishes to attend the meeting to vote on the  resolutions
          in  person,   please  register  your  attendance  with  the  Company's
          scrutineers at the meeting.

     (b)  If the member has its securities  held by a financial  institution and
          wishes to attend  the  meeting to vote on the  resolutions  in person,
          please cross off the management  appointee names,  insert the member's
          name in the blank space  provided,  do not indicate a voting choice by
          any resolution, sign and date the proxy form and return the proxy form
          as stated  below.  At the  meeting a vote will be taken on each of the
          resolutions  as set out on this proxy form and the member's  vote will
          be counted at that time.

3.   If the  member  cannot  attend  the  meeting  but  wishes  to  vote  on the
     resolutions,  the  member can  appoint  another  person,  who need not be a
     member of the Company, to vote according to the member's  instructions.  To
     appoint  someone  other  than  the  person  named,  please  cross  off  the
     management appointee names and insert your appointed  proxyholder's name in
     the space  provided.  Where no choice on a  resolution  is specified by the
     member, this proxy form confirms discretionary  authority upon the member's
     appointed proxyholder.

4.   If the  member  cannot  attend  the  meeting  but  wishes  to  vote  on the
     resolutions and to appoint one of the management  appointees named,  please
     leave  the  wording  appointing  a  nominee  as  shown.  Where no choice is
     specified by a member on a resolution shown on the proxy form, a nominee of
     management  acting as proxyholder will vote the securities as if the member
     had specified an affirmative vote.

5.   The  securities  represented  by this proxy form will be voted or  withheld
     from voting in accordance with the instructions of the member on any ballot
     of a  resolution  that may be called  for and,  if the member  specifies  a
     choice with respect to any matter to be acted upon, the securities  will be
     voted  accordingly.  With respect to any amendments or variations in any of
     the resolutions shown on the proxy form, or matters which may properly come
     before the Meeting,  the securities will be voted by the nominee  appointed
     as the nominee in its sole discretion sees fit.

6.   If the member  votes on the  resolutions  and returns  the proxy form,  the
     member may still  attend the meeting  and vote in person  should the member
     later  decide to do so. To attend the  meeting,  the member must revoke the
     proxy form by sending a new proxy form with the revised instructions.