September 21, 1998

Michael Basch
PO Box 990
Clear Lake Oaks, California  95423

Dear Michael:

InfoNow Corporation is pleased to offer you employment as Vice President, Client
Development.  The position is one that offers great challenge and an opportunity
for accelerated professional growth in a dynamic environment.

Your compensation for this position will be as follows:

*    Semi-monthly gross salary in the amount of $4,583.33,  paid on the 15th and
     last day of each month.

*    You will be eligible to  participate in a Sales  Incentive  Program to earn
     additional cash compensation  based on results achieved during your term of
     employment.  Your total annual maximum  potential  earnings under this Plan
     will be $150,000.  Earnings under this Program will be paid quarterly.  The
     criteria for incentive  earnings  under this program and for the Sales Plan
     objectives  will be  established  between  you and the CEO during the first
     month of your  employment.  CEO has the  final  say  regarding  Sales  Plan
     objectives.

*    Six, one-time payments of $1,750,  paid each pay period for the first three
     months of your employment. (total of $3500 per month for three months).

*    Up to $10,000 to cover  expenses  you incur in moving  from  California  to
     Colorado and for any associated  temporary living expenses while you find a
     permanent residence.

*    Participation  in InfoNow's  Employee  Stock Option Plan.  The Company will
     grant you 175,000 options upon commencement of your service and approval by
     InfoNow's  Board of Directors.  These options will be priced at $1.40,  the
     current Board  approved level for InfoNow  Officer  option grants.  Options
     will  vest at a rate of 1/36 of total  original  option  award  per  month.
     Options will continue  vesting at this rate until the total original amount
     is vested. Upon request,  resignation,  or termination of employment,  your
     vested options will be subject to execution within 30 days.  Vested options
     have a minimum of  five-year  exercise  period from the date of award.  All
     options granted under this agreement shall vest  immediately  upon a merger
     of  the  Company  where  it is  not  the  surviving  entity,  the  sale  of
     substantially  all of the  Company's  assets  or the  termination  of  your
     employment immediately following a change of control of the Company.


<PAGE>


*    Should you be terminated  without Cause during the term of your employment,
     you will  receive a  one-time  payment  equal to 25% of your  base  salary,
     payable within 15 days of your termination.


The Company  currently  provides  numerous  benefits to its employees  including
health  insurance,  life  insurance,  401(k) plan,  up to $45 per month  parking
reimbursement,  and  vacation,  sick,  and  holiday  plans.  These and any other
benefits and  practices  of the Company are  described in detail in the Employee
Handbook,  including the requirement that you sign and comply with a proprietary
information   and   non-disclosure/non-compete   agreement  as  a  condition  of
employment with InfoNow.

Mike,  we are looking  forward to having you join us at InfoNow on September 30,
1998.


Sincerely,



Michael W. Johnson
President and CEO