EXHIBIT 10.32


August 8, 2001


Mr. Sal Visca
c/o Infowave Software, Inc.

Dear Sal:

We are  pleased  to  advise  you  that we have  revised  your  2001  Total  Cash
Compensation   Package   effective  July  30,  2001.  While  the  rest  of  your
compensation  package,  as  outlined in our letter of December  19,  2000,  will
remain the same, your annual salary will be increased from $210,000 to $245,000.

In addition, the company will pay you a retention bonus of $175,000,  payable in
the following circumstances and at the earliest of the following times:

     (a)  if your  employment  is neither  terminated by you, nor by the company
          for cause prior to July 31, 2003, on August 1, 2003;

     (b)  if  you  voluntarily  terminate  your  employment  or if  the  company
          terminates  your  employment for cause between August 1, 2002 and July
          31, 2003, on the day after your employment is so terminated; or

     (c)  if your  employment is terminated by the Company  without cause at any
          time before July 31, 2003,  then on the day after your  employment  is
          terminated.

You will also be granted a further  option to purchase  198,000 common shares of
the company at the current  market price of $1.00 per share and which shall vest
(i.e. become exercisable)  monthly at a rate of 11,000 shares per month over the
next eighteen months or at such earlier time in the event of a change of control
in accordance with the Infowave Software,  Inc. Stock Option Plan ("Plan"). This
option is  subject to the  approval  of the  company's  Board of  Directors  and
regulatory  approval.  This option shall be exercisable  in accordance  with the
Plan,  provided  however that the company  will,  as  determined by the Board of
Directors,  extend the 30 day  exercise  period to the  following  extent in the
following circumstances:

     (a)  if your  employment  is neither  terminated  by you nor by the company
          without  cause prior to July 31,  2003,  the  exercise  period will be
          extended to two years after termination of employment;

     (b)  if  you  voluntarily  terminate  your  employment  or if  the  company
          terminates  your  employment  without cause between August 1, 2002 and
          July 31, 2003, the exercise  period will be extended to 180 days after
          termination of employment.

You  will  appreciate  that  the  details  of all of  these  components  of your
Compensation  Package  need  to be  held  in the  strictest  confidence  by you.
Confidentiality  concerning  all  compensation


<PAGE>

issues is a condition of your  acceptance of this salary increase and payment of
the retention bonus.

To accept this offer, please sign both copies of this letter and return one copy
to me by 5:00 p.m. on Monday, August 13, 2001.

Sal,  we very much look  forward to working  with you to ensure  that the next 3
years are outstanding years for Infowave.

INFOWAVE SOFTWARE, INC.



Todd Carter
Chief Financial Officer


I have read, understood and accept the terms of this letter.


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Sal Visca                                        Date