EXHIBIT 4.1  










AMENDMENT NO. 1

TO EMPLOYMENT AGREEMENT 



        This
Amendment (this “Amendment”) is entered into as of __________, 2004 by and among
Infowave Software, Inc., a Canadian corporation (“Infowave”), Telispark, Inc., a
Delaware corporation (the “Company”) and ____________, an individual residing at
___________________ (hereinafter called the “Employee”). This Amendment amends
the Employment Agreement dated as of ___________, 200_, and as amended on June ___, 2002,
by and among the Company and the Employee (the “Agreement”), with respect to the
following: 




RECITALS 



        WHEREAS,
Infowave has entered into a Stock Purchase Agreement with the Company and the stockholders
of the Company dated as of the date hereof whereby Infowave will acquire all of the
outstanding common stock of the Company. 



        WHEREAS,
as of the date hereof, the Company is a majority-owned subsidiary of Infowave. 



        WHEREAS, in
connection with the Stock Purchase Agreement and the transactions contemplated thereby,
Infowave has requested that certain executives of the Company, including the Employee,
execute amendments to their employment agreements in order to give Infowave the right to
pay any severance payments in common shares of Infowave. 




AGREEMENT 



        NOW
THEREFORE, in consideration of the foregoing, the parties hereto, intending to be legally
bound, hereby agree as follows: 



        
1.   Capitalized
Terms. Unless otherwise defined in this Amendment, all           capitalized terms
are as defined in the Agreement.  



        
2.   Section
7.10 is added as follows:  



               	“7.10. 	  	
                    Until the first anniversary of the date hereof, if the Employee becomes entitled
                    to severance pay pursuant to Section 7 of the Agreement: 



                    



               	(a) 	  	
                    Infowave has the right to pay such severance payment in one lump sum through the
                    issuance of a number of common shares of Infowave (the “Shares”) equal
                    in value to the amount of the severance payment (the “Severance
                    Amount”) and may, if it deems necessary, deliver to the Employee a document
                    evidencing a right to receive the Shares representing the Severance Amount. 



                    



               	(b) 	  	
                    The number of Shares to be issued pursuant to Section 7.10 is determined as
                    follows: the result of (i) the amount of the severance pay, divided by (ii) the
                    product of (A) the most recent closing market price for Infowave 



                    

































	  	
common
shares prior to the Issuance Date (as defined below) as reported by the Toronto Stock
Exchange, or if the common shares are not traded on the Toronto Stock Exchange, then as
reported on the principal trading market for Infowave common shares, and (B) either (I) if
the principal trading market is in Canada, the exchange rate for U.S. dollars per each
Canadian dollar (based on the noon rate in Toronto on the date the closing market price is
determined as reported by the Bank of Canada) or (II) if the principal trading market is
in the United States, one. 






	(c) 	  	The
Shares shall be issued in the name of the Employee as follows (the           “Issuance
Date”):  







	(i)  	  	If
the date of termination for purposes of Section 7 occurs during a blackout
               period under Infowave’s insider trading policy, the Shares will be
issued                on the first business day following the end of the blackout period;  







	(ii)  	  	If
the date of termination for purposes of Section 7 occurs when Infowave is not
               in a blackout period, the Shares will be issued 30 days after the date of
               termination (or if the 30th day is not a business day, then the
next                business day), unless Infowave determines to issue the Shares at an
earlier date                due to the fact that it reasonably believes that the Employee
possesses no                material, non-public information regarding Infowave, its
operations, condition                or financial results; and  







	(iii)  	  	Notwithstanding
the foregoing, if Infowave reasonably believes that the Employee                possesses
material, non-public information regarding Infowave, its operations,
               condition or financial results it may delay the date of issuance until
such time                that it reasonably believes the Employee no longer possesses
material,                non-public information.  







               	(d) 	  	
                    Infowave shall provide the Employee with the names of one or more brokers
                    approved by Infowave for the sale of the Shares. Infowave agrees to arrange with
                    such brokers to directly pay to such brokers all fees and commissions due
                    relating to the sale of the Shares. 



                    



               	(e) 	  	
                    Employee agrees to establish a trading account with one of the Infowave-approved
                    brokers prior to the Issuance Date. Further, Employee agrees to provide such
                    broker with instructions (i) to sell the Shares as soon as practicable following
                    receipt of the Shares by the broker, (ii) that the broker should sell on each
                    successive trading day until all such Shares are sold the number of shares
                    approximately equal to 10% of the average daily trading volume over the five
                    trading days immediately prior to the start of such sales by the broker; and if
                    in accordance with the imposed trading volume all of the Shares have not been
                    sold within 15 trading days, then the broker shall sell the remaining Shares as
                    soon as practicable (although within the next 5 trading days) without regard to
                    the trading volume limitation, and (iii) before any proceeds are paid to the
                    Employee the broker is required to pay to Infowave the amount of any and all
                    federal, state or provincial tax payments required to be withheld and remitted
                    by Infowave in connection with the severance payment. If the broker does not
                    remit such funds specified in subsection (iii), the Employee shall remit 



                    




























	  	
such
funds to Infowave. The proceeds from the sale of all the Shares shall be the “Gross
Sales Amount”, as converted into U.S. dollars. All amounts remitted by the broker to
Infowave for any and all federal, state or provincial tax payments required to be withheld
and remitted by Infowave shall be included in the Gross Sales Amount. 






               	(f) 	  	
                    Infowave shall pay to the Employee the following amounts in cash within 15 days
                    following the final sale of the Shares: 



                    



          	(i) 	  	
               If the Gross Sales Amount is less than the Severance Amount then Infowave shall
               pay such shortfall to the Employee; plus 



               



          	(ii) 	  	
               Infowave shall pay to the Employee an amount equal to 40% of the fees paid
               directly by Infowave to the extent attributable as compensation to the Employee,
               plus any amount necessary to gross-up the Employee for taxes payable on such
               fees (based on an assumed tax rate of 40%); plus 



               



	(iii)	  	Infowave shall
pay to the Employee an amount equal to the total of any other fees directly associated
with the sale of the Shares, which may include wire transfer fees but which shall not
include fees paid directly by Infowave, plus any amount necessary to gross-up the
Employee for taxes payable on such reimbursement (based on an assumed tax rate of 40%).
  







          	(iv) 	  	
               Payments pursuant to this Section 7.10(f) shall be paid in U.S. dollars and will
               be subject to any and all federal, state or provincial tax payments required to
               be withheld and remitted by Infowave in connection with the such payments.
               Notwithstanding the provisions of this Section 7.10(f), under no circumstances
               shall Infowave be required to pay any excise taxes, or gross-up for any such
               taxes, relating to any “excess parachute payments” within the meaning
               of Section 280G of the United States Internal Revenue Code of 1986, as amended. 



               



               	(g) 	  	
                    The Employee shall not be entitled to any payments under 7.10(f) if Employee has
                    not complied with 7.10(e) in all material respects. 



                    



               	(h) 	  	
                    Notwithstanding the provisions of Section 7.10(a), Infowave cannot exercise its
                    rights under 7.10(a) at any time Infowave common shares are not traded on at
                    least one of: (i) any Canadian stock exchange, (ii) any United States stock
                    exchange, or (iii) Nasdaq. 



                    



               	(i) 	  	
                    Except as otherwise provided for herein or by applicable law, the Employee
                    acknowledges that he remains responsible for all federal, state, provincial or
                    local taxes related to the acquisition and disposition of the Shares. 



                    



               	(j) 	  	
                    If the Employee becomes entitled to severance after the first anniversary of the
                    date hereof, Infowave cannot pay the severance in common shares but instead must
                    pay the severance in accordance with the Agreement, without regard to this
                    Amendment. Further, if Infowave has not issued the Shares by the 90th
                     day following the date of termination, Infowave cannot pay the severance
                    in common shares but instead must pay the severance in 



                    









































	  	
accordance
with the Agreement by the 91st day following the date of termination, or if
such 91st day is not a banking day in Vancouver, BC, then the next banking day. 






               	(k) 	  	
                    With respect to the Shares, Employee has no voting rights or other rights as a
                    shareholder of Infowave prior to the Issuance Date. 



                    



               	(l) 	  	
                    The parties acknowledge that Employee shall continue to receive medical and
                    dental coverage during the severance period, which period shall be equal to the
                    number of months of base pay Employee was provided under the severance
                    provisions of Section 7. Employee continues to be responsible for the payment of
                    the same portion of the cost of the benefits as Employee paid during
                    Employee’s employment. Employee shall pay such costs promptly as directed
                    by Infowave and the Company. 



                    



        3.
             The
terms of the Agreement are otherwise unchanged.  



        IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
as of the date and year first written above. 




	  	
TELISPARK, INC.,

a Delaware corporation






By:  
           
           
           
           
           
           

Name:  
           
           
           
         
        
           

Title:   
           
           
       
           
           
           








	  	

INFOWAVE SOFTWARE, INC.,

a Canadian corporation







By:  
           
           
           
           
           
           

Name:  
           
           
           
         
        
           

Title:   
           
           
       
           
           
           








	  	






By:  
           
           
           
           
           
           

Name:  
           
           
           
         
        
           














[Signature Page to Amendment No. 1 to Employment Agreement]