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                                   EXHIBIT 4.62

                             INFOWAVE SOFTWARE, INC.

             EMPLOYEE AND DIRECTOR STOCK OPTION AND STOCK BONUS PLAN
                                January 17, 2005

     (as approved by the sole shareholder on January 17, 2005, as amended by
                         shareholders on June 30, 2005)


PART 1   INTRODUCTION

1.01     PURPOSE

         The purpose of the Plan is to assist Eligible Persons of the Company
and its Subsidiaries to participate in the growth and development of the Company
and its Subsidiaries by providing such persons with the opportunity to acquire
an increased proprietary interest in the Company.

1.02     DEFINED TERMS

As used herein, the following definitions shall apply:

"Applicable Laws" means the legal requirements relating to stock option plans,
if any, pursuant to the Securities Acts and the regulations thereunder of
British Columbia and Ontario, U.S. state corporate laws, U.S. federal and state
and securities laws, the Code and the rules of any applicable Stock Exchange;

"Board" means the board of directors of the Company or, if established and duly
authorized to act, the Executive Committee of the board of directors of the
Company;

"Bonus Share" means a Share issued under the Stock Bonus Plan;

"Business Day" means any day, other than a Saturday or a Sunday, on which the
Exchange is open for trading;

"Change of Control" means:

         (a)   any Person, or combination of Persons acting jointly or in
               concert, acquiring or becoming the beneficial owner of, directly
               or indirectly, more than 50% of the voting securities of the
               Company, whether through the acquisition of previously issued and
               outstanding voting securities of the Company or of voting
               securities of the Company that have not been previously issued,
               or any combination thereof or any other transaction having a
               similar effect; and

         (b)   amalgamation, merger or arrangement of the Company with or into
               another where the holders of Shares immediately prior to the
               transaction will hold less than 51% of the voting securities of
               the resulting entity upon completion of the transaction;



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"Code" means the United States Internal Revenue Code of 1986, as amended;

"Company" means INFOWAVE SOFTWARE, INC., formerly Infowave Wireless Messaging
Incorporated, a company incorporated under the Company Act (British Columbia);

"Eligible Person" means a person who is, at the time the Option is granted:

         (a)   a director, senior officer or full-time employee of the Company
               or its Subsidiary;

         (b)   a consultant who:

               (i)   provides ongoing consulting services to the Company or the
                     Subsidiary under a written contract;

               (ii)  possesses technical, business or management expertise of
                     value to the Company or the Subsidiary;

               (iii) spends a significant amount of time and attention on the
                     business and affairs of the Company or the Subsidiary; and

               (iv)  has a relationship with the Company or Subsidiary that
                     enables the individual to be knowledgeable concerning the
                     business and affairs of the Company; or

         (c)   an employee of a management company providing services (other
               than investor relations) to the Company or its Subsidiary;

"Exchange" means The Toronto Stock Exchange;

"Fair Market Value" means, with respect to a Share, the closing price of the
Shares on the Exchange on the day prior to the grant of the Option or the grant
of the Bonus Shares, as the case may be, or if the Shares are not listed on the
Exchange, on such other exchange or exchanges on which the Shares are listed on
a specified day. If no Shares have been traded such day, the Fair Market Value
shall be established on the same basis on the last previous day for which a
trade was reported by the Exchange or such other exchange. If the Shares are not
listed and posted for trading on the Exchange or such other exchange on such
day, the Fair Market Value shall be such price per Share as the Board, acting in
good faith, may determine;

"Insider" has the meaning ascribed thereto in the Securities Legislation and
regulation of British Columbia and Ontario;

"Incentive Stock Option" means an Option intended to qualify as an incentive
stock option within the meaning of section 422 of the Code, as designated in the
applicable Option Agreement;

"Non-Qualified Stock Option" means an Option not intended to qualify as an
Incentive Stock Option, as designated in the applicable Option Agreement.


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"Option" means an option to purchase Shares granted under the Plan;

"Option Agreement" means a written option agreement between the Company and an
Optionee.

"Option Price" means the price per share at which Shares may be purchased under
the Option, as the same may be adjusted from time to time in accordance with
Section 2.03 or 4.03;

"Optionee" means a person to whom an Option has been granted;

"Person" has the meaning ascribed thereto in the Securities Act (British
Columbia), as amended from time to time;

"Plan" means this Stock Option and Stock Bonus Plan, as amended from time to
time;

"Shares" means the common shares of the Company, or, in the event of an
adjustment contemplated by Section 4.03, such other shares or securities to
which an Optionee may be entitled upon the exercise of an Option as a result of
such adjustment;

"Stock Bonus Plan" means the plan established and operated pursuant to Part 3
hereof;

"Stock Option Plan" means the plan established and operated pursuant to Part 2
hereof;

"Subsidiary" means a subsidiary of the Company within the meaning of the
Securities Act (British Columbia);

"U.S. Eligible Person" means an Eligible Person who is a United States Citizen
or resident within the meaning of the Code; and

"U.S. Subsidiary" means a subsidiary of the Company within the meaning of
Section 424(f) of the Code or any successor provision.

PART 2   STOCK OPTION PLAN

2.01     ELIGIBILITY, GRANT AND TERMS OF OPTIONS

         (a)   Options may be granted to Eligible Persons, including to persons
               who are Insiders of the Company.

         (b)   Except as otherwise provided in this Plan, the number of Shares
               subject to each Option, the Option Price, the expiration date of
               each Option, the extent to which each Option is exercisable from
               time to time during the term of the Option and other terms and
               conditions relating to each such option shall be determined by
               the Board; provided, however, that Options shall have the
               following minimum attributes:

               (i)   all Options must be exercisable during a period not
                     extending beyond 5 years from the time the Option was
                     granted;


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               (ii)  the Option Price must not be lower than the closing market
                     price of the shares on the Exchange on the date prior to
                     the grant of the Option;

               (iii) all Options are non-transferable or assignable by the
                     Optionee otherwise than by will or the law of intestacy and
                     the Option may be exercised during the lifetime of the
                     Optionee only by the Optionee;

               (iv)  if the Optionee should die while an Eligible Person, the
                     Option may then be exercised by the legal heirs or personal
                     representatives of the Optionee, to the same extent as if
                     the Optionee were alive and an Eligible Person for a period
                     not exceeding the earlier of 6 months after the death of
                     the Optionee, or the expiry of the Option but only for such
                     shares as the Optionee was entitled to at the date of the
                     death of the Optionee; and

               (v)   subject to paragraph (iv) hereof [relating to the death of
                     an Optionee] and unless the Board otherwise determines at
                     the time of grant of the Option, each Option held by an
                     Optionee will terminate on the earlier of 30 days after the
                     Optionee ceases to be an Eligible Person and the expiry
                     date of the applicable Option.

2.02     EXERCISE OF OPTIONS

         (a)   Subject to the provisions of the Plan, an Option may be exercised
               from time to time by delivery to the Company at its registered
               office of a written notice of exercise addressed to the Secretary
               of the Company specifying the number of Shares with respect to
               which the Option is being exercised and accompanied by payment in
               full of the Option Price of the Shares to be purchased.
               Certificates for such Shares shall be issued and delivered to the
               Optionee within a reasonable time following the receipt of such
               notice and payment.

         (b)   Notwithstanding any of the provisions contained in the Plan or in
               any Option, the Company's obligation to issue Shares to an
               Optionee pursuant to the exercise of an Option shall be subject
               to:

               (i)   completion of such registration or other qualification of
                     such Shares or obtaining approval of such governmental
                     authority as the Company shall determine to be necessary or
                     advisable in connection with the authorization, issuance or
                     sale thereof;

               (ii)  the listing of such Shares on any stock exchange on which
                     the Shares may then be listed; and

               (iii) the receipt from the Optionee of such representations,
                     agreements and undertakings, including as to future
                     dealings in such Shares, as the Company or its counsel
                     determines to be necessary or advisable in order to
                     safeguard against the violation of the securities laws of
                     any jurisdiction.


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In this connection the Company shall, to the extent necessary, take all
reasonable steps to obtain such approvals, registrations and qualifications as
may be necessary for the issuance of such Shares in compliance with applicable
securities laws and for the listing of such Shares on any stock exchange on
which the Shares are then listed.

2.03     VESTING

         (a)   The Board may determine, in its sole discretion, subject to
               Section 2.04 hereof, the vesting schedule applicable to each
               Option, which vesting schedule will be set out in the documents
               relating to the grant of the Option.

         (b)   The Board may, in its sole discretion, and in certain
               circumstances, amend, abridge, or otherwise eliminate any vesting
               schedule as its applies to any outstanding stock options issued
               to Eligible Persons pursuant to the Plan, so that any such stock
               options, whether vested or unvested, may have an amended vesting
               schedule or may immediately vest and become exercisable.

2.04     CHANGE OF CONTROL

         Without limiting Section 2.03 of this Plan and notwithstanding that
directors of the Company may hold unvested Options, in the event of an offer
being made, either to the Company or to the shareholders of the Company, by a
person acting at arm's length to the Company, as that term is defined in the
Income Tax Act (Canada), by which a Change of Control is proposed, whether with
the co-operation of the Board or otherwise, then prior to the completion of such
Change of Control, the Board may, in its sole and absolute discretion, cause any
or all outstanding stock options issued to Eligible Persons pursuant to the Plan
(except only those which are subject to cancellation), whether vested or
unvested, to vest and be exercisable as at such time as the Board may determine.

2.05     MISCELLANEOUS

         (a)   The holder of an Option shall not have any rights as a
               shareholder of the Company with respect to any of the Shares
               covered by such Option until such holder shall have exercised
               such Option in accordance with the terms of the Plan and the
               issuance of the Shares by the Company.

         (b)   Nothing in the Plan or any Option shall confer upon any Optionee
               any right to continue in the employ of the Company or any
               Subsidiary of the Company or affect in any way the right of the
               Company or any such Subsidiary to terminate his employment at any
               time; nor shall anything in the Plan or any Option be deemed or
               construed to constitute an agreement, or an expression of intent,
               on the part of the Company or any such Subsidiary to extend the
               employment of any Optionee beyond the time that he would normally
               be retired pursuant to the provisions of any present or future
               retirement plan of the Company or any Subsidiary or any present
               or future retirement policy of the Company or any Subsidiary, or
               beyond the time at which he would otherwise be retired pursuant
               to


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               the provisions of any contract of employment with the Company or
               any Subsidiary.

         (c)   To the extent required by law or regulatory policy or necessary
               to allow Shares issued on exercise of an option to be free of
               resale restrictions, the Company shall report the grant, exercise
               or termination of the Option to the Exchange and the appropriate
               securities regulatory authorities.

PART 3   STOCK BONUS PLAN

3.01     PARTICIPATION

         Bonus Shares shall be granted and issued only to Eligible Persons,
including persons who are Insiders of the Company.

3.02     DETERMINATION OF BONUS SHARE RECIPIENTS

         The Board shall make all necessary or desirable determinations
regarding the issuance of Bonus Shares to Eligible Persons. In making such
determination, the Board must only consider the value of past services actually
performed for the Corporation by a particular Eligible Person and shall
determine the value of such services that is, in all circumstances, no greater
than fair market value.

3.03     PRICE

         The issue price per Bonus Share shall be determined from time to time
by the Board but, in any event, shall not be lower than the Fair Market Value of
the Shares at the time of issuance of the Bonus Shares.

3.04     ISSUANCE OF BONUS SHARES

         The Board may at any time authorize the issuance of Bonus Shares to
such Eligible Persons as it may select, subject to the provisions of the Plan.
The Date of each issuance shall be determined by the Board when the issuance is
authorized.

PART 4   GENERAL

4.01     ADMINISTRATION OF THE PLAN

         (a)   The Plan shall be administered by the Board.

         (b)   The Board shall have the power, where consistent with the general
               purpose and intent of the Plan and subject to the specific
               provisions of the Plan and the policies of the Exchange from time
               to time in effect:

               (i)   to establish policies and procedures for carrying out the
                     purposes, provisions and administration of the Plan;


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               (ii)  to interpret and construe the Plan and to determine all
                     questions arising out of the Plan and any Option or Bonus
                     Share granted pursuant to the Plan, and any such
                     interpretation, construction or termination made by the
                     Board shall be final, binding and conclusive for all
                     purposes;

               (iii) to determine which Eligible Persons are granted Options and
                     to grant Options;

               (iv)  to determine which Eligible Persons are granted Bonus
                     Shares and to issue Bonus Shares;

               (v)   to determine the number of Shares covered by each Option;

               (vi)  to determine the Option Price and price per Bonus Share;

               (vii) to determine the time or times when Options will be
                     granted, vest and be exercisable;

               (viii) to determine if the Shares that are subject to an Option
                     will be subject to any restrictions upon the exercise of
                     such Option; and

               (ix)  to prescribe the form of the instruments relating to the
                     grant, exercise and other terms of options.

         (c)   A director of the Company to whom an Option or Bonus Share may be
               granted shall not participate in the decision of the Board to
               grant such Option or issue such Bonus Share.

4.02     SHARES SUBJECT TO PLAN

         (a)   The number of Shares reserved for issuance pursuant to this Plan
               (together with those Shares which may be issued pursuant to any
               other employee-related plan of the Company or options for
               services granted by the Company) is 32,925,333 Shares;

         (b)   The number of Shares which may be reserved for issuance pursuant
               to the Stock Option Plan shall not exceed in the aggregate
               30,000,333;

         (c)   The number of Shares which may be reserved for issuance pursuant
               to the Stock Bonus Plan shall not exceed in the aggregate
               2,925,000;

         (d)   The number of Shares reserved for issuance pursuant to the Stock
               Option Plan (together with those Shares which may be issued
               pursuant to any other employee-related plan of the Company or
               options for services granted by the Company) to any one Person
               shall not exceed 5% of the Shares outstanding on a non-diluted
               basis from time to time;


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         (e)   The number of Shares which may be reserved for issuance pursuant
               to this Stock Option Plan (together with those Shares which may
               be issued pursuant to any other employee-related plan of the
               Company or options for services granted by the Company) to all
               Insiders shall not exceed 10% of the Shares outstanding on a
               non-diluted basis from time to time;

         (f)   The number of Shares which may be issued pursuant to this Plan
               (together with those Shares which may be issued pursuant to any
               other employee-related plan of the Company or options for
               services granted by the Company) to all Insiders within a
               one-year period shall not exceed 10% of the Shares outstanding on
               a non-diluted basis from time to time; and

         (g)   The number of Shares which may be issued pursuant to this Plan
               (together with those Shares which may be issued pursuant to any
               other employee-related plan of the Company or options for
               services granted by the Company) to any one Insider and such
               Insider's associates within a one-year period shall not exceed 5%
               of the Shares outstanding on a non-diluted basis from time to
               time.

4.03     CERTAIN ADJUSTMENTS

         Appropriate adjustments in the number of Shares subject to the Plan,
and as regards Options granted or to be granted, in the number of Shares
optioned and in the Option Price, shall be made by the Board to give effect to
adjustments in the number of Shares of the Company resulting from subdivisions,
consolidations or reclassifications of the Shares of the Company, the payment of
stock dividends by the Company (other than dividends in the ordinary course) or
other relevant changes in the capital stock of the Company. The appropriate
adjustment in any particular circumstance shall be conclusively determined by
the Board in its sole discretion.

4.04     AMENDMENT OR DISCONTINUANCE OF PLAN

         The Board may amend or discontinue the Plan at any time; provided,
however, that no such amendment may increase the maximum number of Shares that
may be optioned under the Plan, change the manner of determining the Option
Price or, without the consent of the Optionee, alter or impair any Option
previously granted to an Optionee under the Plan. No amendment to this Plan
shall be applicable to any Option granted or to be granted to an Insider of the
Company until the amendment is approved by the holders of the Shares.

4.05     LOANS TO OPTIONEES

         Subject to applicable law and other applicable rules of any stock
exchange in Canada upon which Shares of the Company are listed, 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 eligible 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.
Notwithstanding the foregoing, this Section 4.05


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shall not apply so long as the Company is listed on the Exchange unless the
Exchange gives specific approval to such a loan.

4.06     ADDITIONAL PROVISIONS CONCERNING U.S. OPTIONEES


         (a)   Options granted to a U.S. Eligible Person will generally be
               Incentive Stock Options, provided however, that the Board may, at
               its discretion, at the time of the grant of the Options, make a
               determination as to whether the Options will be deemed Incentive
               Stock Options or Non-Qualified Stock Options. Notwithstanding the
               foregoing, an Option that is an Incentive Stock Option shall not
               be granted to an employee of a Subsidiary unless such Subsidiary
               is also a U.S. Subsidiary.

         (b)   The maximum aggregate number of Shares which may be subject to
               Options that are Incentive Stock Options under the Plan is
               1,528,634 Shares, subject to adjustment as provided in Section
               4.03 and subject to the provisions of Section 422 or 424 of the
               Code or any successor provision.

         (c)   Options granted to an Optionee who is a United States citizen or
               resident within the meaning of the Code and who is not an
               employee of the Corporation or a U.S. Subsidiary within the
               meaning of section 424(f) of the Code (or any successor
               provision) will not be Incentive Stock Options. Any Option
               Agreement with such an Optionee for a grant of Options under the
               Plan will state that the Options granted thereunder are
               Non-qualified Options for U.S. income tax purposes.

         (d)   In addition to the terms and conditions of Options granted under
               the Plan referred to in the preceding Sections, Options granted
               to a U.S. Eligible Person that are granted by the Board as
               Incentive Stock Options will be subject to the following terms
               and conditions:

               (i)   Options will be designated in the written Option Agreement,
                     attached hereto as Exhibit A, between the Company and the
                     U.S. Eligible Person as either Incentive Stock Options or
                     Non-Qualified Stock Options;

               (ii)  If the U.S. Eligible Person is directly or indirectly the
                     beneficial owner of 10% or more of the combined voting
                     power of all classes of shares in the capital of the
                     Company or a Subsidiary at the time an Option is granted to
                     the U.S. Eligible Person, the exercise price of such Option
                     will be equal to at least 110% of the fair market value of
                     the shares, determined in accordance with Section 2.01(b),
                     and the term of the Option shall be five years from the
                     date of grant thereof or such shorter term as may be
                     provided in the Option Certificate;

               (iii) Options may not be transferred, assigned or pledged in any
                     manner other than by will or applicable laws of descent and
                     distribution and shall be exercisable during the Optionee's
                     lifetime only by the Optionee; and


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               (iv)  No Options may be granted after the date immediately
                     preceding the tenth anniversary of the earlier of the date
                     this Plan was adopted or was approved by the Company's
                     shareholders, except that if an amendment and restatement
                     of this Plan has subsequently been approved by the
                     Company's shareholders, no Options may be granted after the
                     date immediately preceding the tenth anniversary of the
                     date of such subsequent approval.

         (e)   If a U.S. Eligible Person is granted Options under the Plan, the
               Option Agreement with the U.S. Employee will contain
               acknowledgements by the U.S. Employee that:

               (i)   notwithstanding a designation of Options granted to a U.S.
                     Eligible Person as Incentive Stock Options, to the extent
                     that the aggregate fair market value, determined as of the
                     date such Options were granted, of the Shares issuable on
                     exercise of Options which are exercisable for the first
                     time by any U.S. Eligible Person during any calendar year
                     exceeds US $100,000, such excess Options shall not be
                     treated as Incentive Stock Options; and

               (ii)  in order for Options granted under the Plan to be treated
                     as Incentive Stock Options:

                     1)    Shares purchased on the exercise of an Option must
                           not be sold or otherwise disposed of within 2 years
                           from the date the Option was granted, or within 1
                           year from the date the Option was exercised; and

                     2)    the U.S. Eligible Person must maintain his status as
                           a employee of the Company or Subsidiary at all times
                           during the period beginning on the date the Option is
                           granted and ending 30 days before the date an Option
                           is exercised.

               (iii) The acknowledgement of the U.S. Eligible Person in (ii) 2)
                     above does not confer upon the U.S. Eligible Person any
                     right with respect to continuation of his employment
                     relationship with the Company, nor will it interfere in any
                     way with the Company's right to terminate his employment
                     relationship at any time, with or without cause.

         (f)   Unless and until Bonus Shares or Shares issuable upon the
               exercise of Options are registered under the United States
               Securities Act of 1933, Shares issued under this Plan to an
               Eligible Person who is a resident of the United States of America
               will contain the following legend, as amended or supplemented by
               applicable laws:

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
               REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
               AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY



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               STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, OR
               OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT (A) TO THE COMPANY, (B)
               OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
               THE SECURITIES ACT, IF AVAILABLE, OR (C) INSIDE THE UNITED STATES
               (1) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
               SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND
               IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (2) IN A
               TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
               SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN
               CONNECTION WITH ANY TRANSFERS PURSUANT TO (C)(1) OR (C)(2) ABOVE,
               THE SELLER HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF
               RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE COMPANY, TO
               THAT EFFECT.

         (g)   Notwithstanding this Section 4.06, the Company does not assume
               responsibility for the income or other tax consequences for
               Optionees or Eligible Persons under the Plan and they are advised
               to consult their own tax advisors.

                               *       *        *

Received Board Approval:  June 1, 2005

Received Shareholder Approval:  June 30, 2005