EXHIBIT 4.2




                        SHARE PURCHASE WARRANT INDENTURE




                             INFOWAVE SOFTWARE, INC.

                                     - AND -

                      COMPUTERSHARE TRUST COMPANY OF CANADA





                             Providing for the issue
                   of up to 17,500,000 Share Purchase Warrants







                                November 23, 2001

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                                TABLE OF CONTENTS


                                    ARTICLE 1
                                 INTERPRETATION

1.1   Definitions.............................................................2
1.2   Meaning of "outstanding" for Certain Purposes...........................5
1.3   Day not a Business Day..................................................6
1.4   Words Importing the Singular............................................6
1.5   Time of the Essence.....................................................6
1.6   Interpretation not Affected by Headings, etc............................6
1.7   Applicable Law..........................................................6
1.8   Trust Indenture Legislation.............................................6
1.9   Severability............................................................6
1.10  Entire Agreement........................................................7
1.11  Currency 7

                                 ARTICLE 2
                             ISSUE OF WARRANTS

2.1   Creation and Issue of Warrants...........................................7
2.2   Form and Terms of Warrant Certificates...................................7
2.3   Purchase of Warrants.....................................................7
2.4   Issue of Warrant Certificates............................................8
2.5   Warrantholder not a Shareholder..........................................8
2.6   Execution of Warrant Certificates........................................8
2.7   Certification by Warrant Agent...........................................8
2.8   Exchange of Warrant Certificates.........................................9
2.9   Issue in Substitution for Lost Certificates..............................9
2.10  Registration and Transfer of Warrants...................................10
2.11  Enforcement of Rights of Warrantholders.................................11
2.12  Warrants to Rank Pari Passu.............................................12
2.13  Notice to Warrantholders................................................12
2.14  Notice to the Company or the Warrant Agent..............................13
2.15  U.S. Transfer Restrictions and Legends..................................15
2.16  Certain Transfers.......................................................17

                                 ARTICLE 3
                           EXERCISE OF WARRANTS

3.1   Method of Exercise of Warrants..........................................17
3.2   Effect of the Exercise of Warrants......................................20
3.3   Partial Exercise of Warrants............................................20
3.4   Cancellation of Warrants................................................20
3.5   Expiration of Warrants..................................................21
3.6   Acceleration of Warrant Expiry Date.....................................21
3.7   Adjustment of the Exercise Price and Subscription Rights................21
3.8   Adjustment Rules for Exercise Price.....................................26
3.9   Postponement of Issue of Shares, etc....................................28
3.10  Notice of Certain Events................................................28
3.11  No Fractional Shares....................................................29
3.12  Reclassification, Reorganizations, etc..................................29

                                 ARTICLE 4
                         COVENANTS OF THE COMPANY

4.1   General Covenants.......................................................30
4.2   Securities Qualification Requirements...................................31



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                                      -ii-



4.3   Warrant Agent's Remuneration and Expenses...............................31
4.4   Notice to Warrantholders of Certain Events..............................32
4.5   Closure of Share Transfer Books.........................................33
4.6   Performance of Covenants by Warrant Agent...............................33
4.7   Representation and Warranty.............................................33

                                 ARTICLE 5
                        MEETINGS OF WARRANTHOLDERS

5.1   Right to Convene Meeting................................................33
5.2   Notice..................................................................34
5.3   Chairman................................................................34
5.4   Quorum..................................................................34
5.5   Power to Adjourn........................................................34
5.6   Poll....................................................................35
5.7   Voting..................................................................35
5.8   Persons Entitled to be Present..........................................35
5.9   Regulations.............................................................35
5.10  Certain Powers Exercisable by Extraordinary Resolution..................36
5.11  Definition of "Extraordinary Resolution"................................37
5.12  Resolutions Binding on all Warrantholders...............................37
5.13  Holdings by Company Disregarded.........................................38
5.14  Minutes  38
5.15  Powers Cumulative.......................................................38
5.16  Instruments in Writing..................................................38

                                 ARTICLE 6
              SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES

6.1   Provision for Supplemental Indenture for Certain Purposes...............38
6.2   Successor Companies.....................................................39
6.3   Successor Body Corporate Substituted....................................40

                                 ARTICLE 7
                       CONCERNING THE WARRANT AGENT

7.1   Rights and Duties of Warrant Agent......................................40
7.2   Evidence, Experts and Advisors..........................................41
7.3   Documents, Moneys, etc. Held by Warrant Agent...........................42
7.4   Action by Warrant Agent to Protect Interests............................42
7.5   Warrant Agent not Required to give Security.............................42
7.6   Protection of Warrant Agent.............................................43
7.7   Replacement of Warrant Agent............................................44
7.8   Conflict of Interest....................................................45
7.9   Acceptance of Trust.....................................................45

                                 ARTICLE 8
                                  GENERAL

8.1   Satisfaction and Discharge of Indenture.................................45
8.2   Sole Benefit of Parties and Warrantholders..............................46
8.3   Discretion of Directors.................................................46
8.4   Counterparts and Formal Date............................................46




<PAGE>

     THIS  SHARE  PURCHASE  WARRANT  INDENTURE  is  made as of the  23rd  day of
November, 2001

BETWEEN:


     INFOWAVE SOFTWARE,  INC., a company  incorporated under the laws of British
     Columbia

     (hereinafter the "Company")

AND:


     COMPUTERSHARE  TRUST COMPANY OF CANADA, a trust company  incorporated under
     the laws of Canada and duly  authorized  to carry on the trust  business in
     each Province of Canada

     (hereinafter called the "Warrant Agent").


                                    RECITALS

     WHEREAS:

A.   The Company may issue up to 17,500,000 Warrants pursuant this Indenture;

B.   Each whole Warrant will be exercisable to acquire, subject to adjustment in
stated  circumstances,  one Share at the Exercise Price at any time prior to the
Warrant  Expiry Time on the Warrant  Expiry Date on the terms and conditions set
forth herein;

C.   The  Company  is duly  authorized  to create and issue the  Warrants  to be
issued as herein provided;

D.   The Warrant  Agent has agreed to enter into this  Indenture and to hold all
rights, interests and benefits contained herein for and on behalf of the persons
who become Warrantholders; and

E.   The foregoing recitals A and C, are made as representations  and statements
of fact by the Company and not by the Warrant Agent.

     NOW  THEREFORE,  in  consideration  of the  premises and for other good and
valuable   consideration,   the  receipt  and  sufficiency   whereof  is  hereby
acknowledged,  the Company hereby appoints the trustee as Warrant Agent, for the
Warrantholders,  to hold all rights, interests and benefits contained herein for
and on behalf of those persons who become  holders of Warrants from time to time
issued pursuant to this Indenture and the parties hereto agree as follows:



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                                      -2-


                                    ARTICLE 1

                                 INTERPRETATION


1.1  Definitions

     In this Indenture and in the Warrant Certificates:

     "Accredited  Investor" means an accredited investor as that term is defined
     in Rule 501(a) of Regulation D;

     "Applicable  Legislation"  means the provisions of the Company Act (British
     Columbia),  as from time to time  amended,  and any  statute of Canada or a
     province  thereof,  and the  regulations  and rules under any such named or
     other  statute  relating  to trust  indentures  or the  rights,  duties  or
     obligations of corporations and trustees under trust indentures as are from
     time to time in force and applicable to this Indenture;

     "auditor" of the Company means a chartered  accountant or firm of chartered
     accountants as may be duly appointed as auditor of the Company from time to
     time;

     "Business  Day"  means a day  that is not a  Saturday,  Sunday  or civic or
     statutory holiday in the City of Vancouver, British Columbia;

     "Company" means Infowave  Software,  Inc., a corporation  amalgamated under
     the laws of the Province of British Columbia;

     "Convertible  Securities"  means  securities  of the  Company  or any other
     issuer that is convertible  into or exchangeable  for or otherwise  carries
     the right to acquire Shares,  and  "Convertible  Security" means any one of
     them;

     "Current Market Price",  at any date,  means the weighted average price per
     Share at which the Shares have  traded on the  Exchange or such other stock
     exchange which constitutes the principal trading market (by volume) for the
     Shares  during the 20  consecutive  trading days (on each of which at least
     500 Shares are traded in board  lots)  ending the fifth  trading day before
     such date,  and the weighted  average price shall be determined by dividing
     the  aggregate  sale price of all Shares sold in board lots on the exchange
     or market,  as the case may be, during the 20  consecutive  trading days by
     the number of Shares sold;

     "Date of Issue" means the date hereof, notwithstanding that Warrants may be
     issued and countersigned later than the date hereof;

     "Directors"  means the board of directors of the Company for the time being
     and reference  without more to action by the Directors shall mean action by
     the Directors as a board or by any authorized committee thereof;

     "dividends" means dividends (payable in cash or in securities,  property or
     assets of equivalent value) declared payable on the Shares;



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     "Exchange"  means the  Toronto  Stock  Exchange,  or if the  Shares are not
     listed on that exchange,  such other stock exchange or quotation  system on
     which the Shares may then be listed;

     "Exercise  Price" means Cdn.$0.90 per Share, as adjusted in accordance with
     the terms of this Indenture, in effect from time to time;

     "Extraordinary   Resolution"   means   an   extraordinary   resolution   of
     Warrantholders as defined in Section 5.11 and includes a written instrument
     signed by Warrantholders pursuant to the provisions of Section 5.11;

     "Original U.S.  Purchaser" means a U.S. person or person that purchased the
     Warrants in the United States,  in either case, that purchased the Warrants
     directly from the Company pursuant to a written subscription  agreement for
     the purchase of Units;

     "person" means an individual, a corporation, a partnership, a government or
     any department or agency thereof,  a joint venture,  a trust, an estate, an
     unincorporated  organization and the heirs,  executors,  administrators  or
     other legal representatives of an individual;  and pronouns and other words
     importing persons have a similarly extended meaning;

     "Qualifying  Provinces" means the provinces of Alberta,  British  Columbia,
     Manitoba and Ontario;

     "Regulation D" means Regulation D under the U.S. Securities Act;

     "Regulation S" means Regulation S under the U.S. Securities Act;

     "Securities Commissions" means, collectively, the securities commissions or
     other securities  regulatory  authorities  under the applicable  Securities
     Laws of each of the Qualifying Provinces;

     "Securities Laws" means,  collectively,  the applicable  securities laws of
     each of the Qualifying  Provinces and the respective  regulations  made and
     forms prescribed  thereunder together with all applicable  published policy
     statements and blanket orders and rulings of the Securities Commissions;

     "Shares"  means the common  shares  without par value in the capital of the
     Company as  constituted  on the date hereof,  provided that in the event of
     any  adjustment  pursuant to Article 3, "Shares" will  thereafter  mean the
     shares or other securities or property  resulting from such adjustment that
     a  Warrantholder  is entitled to acquire on exercise of a Warrant after the
     adjustment;

     "Shareholder"  means an owner of record of one or more  Shares or shares of
     any other class or series of the Company;


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                                      -4-



     "Subsidiary"  means a corporation,  a majority of the outstanding shares of
     which is owned,  directly or indirectly,  by the Company, or by one or more
     subsidiaries  of the  Company  and,  as used in  this  definition,  "voting
     shares" means shares of a class or classes ordinarily  entitled to vote for
     the election of a majority of the directors of a  corporation  irrespective
     of whether or not shares of any other class or classes  shall have or might
     have the right to vote for  directors  by reason  of the  happening  of any
     contingency, whether or not such contingency shall have happened;

     "this Indenture",  "hereto", "herein", "hereby", "hereunder",  "hereof" and
     similar  expressions  refer to this  instrument  and not to any  particular
     Article, section,  paragraph,  clause, subdivision or other portion hereof,
     and include any and every instrument supplemental or ancillary hereto or in
     implementation hereof;

     "Time  of  Exercise"   means  the  time  that   surrender  of  the  Warrant
     Certificate, the Warrant Exercise Form (attached hereto as part of Schedule
     "A") and  payment of the  Exercise  Price is  effected  by a  Warrantholder
     according to the provisions of Section 3.1 hereof;

     "trading day" means a day on which the Exchange is open for business;

     "Trading  Price  Condition"  means the  closing  price for the  Shares  has
     equalled  or  exceeded at least  Cdn.$9.00  for a period of 20  consecutive
     trading  days,  provided  the Shares are at the time trading on the Toronto
     Stock Exchange,  New York Stock Exchange,  American Stock Exchange,  NASDAQ
     SmallCap Market or NASDAQ National Market Systems and the Shares underlying
     the  Warrants  are not  subject to any  lock-up  provisions  imposed by the
     Company or Commonwealth Associates L.P. or Canaccord Capital Corporation;

     "Unit"  means a unit of the  Company,  comprised  of one  Common  Share and
     one-half of one Warrant;

     "United  States" means the United States of America,  its  territories  and
     possessions, any State of the United States, and the District of Columbia;

     "U.S.  Person" means a U.S.  person as that term is defined in Regulation S
     under the U.S. Securities Act;

     "U.S.  Securities  Act" means the United States  Securities Act of 1933, as
     amended;

     "Warrant Agent" means  Computershare  Trust Company of Canada or any lawful
     successor thereto from time to time, under this indenture;

     "Warrant  Certificate"  means  a  certificate  substantially  in  the  form
     specified in Schedule "A" hereto evidencing one or more Warrants;

     "Warrant Expiry Date" means the earlier of (a) November 23, 2004 and (b) 30
     days after the Company gives written notice in accordance  with Section 3.5
     that the Trading Price Condition has been met;


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                                      -5-



     "Warrant  Expiry  Time"  means 4:00 p.m.  (Vancouver  time) on the  Warrant
     Expiry Date;

     "Warrantholder", "holder" or "holder of Warrants" means with respect to the
     Warrants,  a person entered on the register to be maintained  under Section
     2.10 as the registered holder of a Warrant for the time being;

     "Warrants"  means the share  purchase  warrants of the  Company  issued and
     certified hereunder and for the time being outstanding.

1.2  Meaning of "outstanding" for Certain Purposes

     Every  Warrant  Certificate  certified  and  delivered by the Warrant Agent
hereunder  shall be deemed to be  outstanding  until the Warrant Expiry Time, or
until it shall be  surrendered  to the Warrant  Agent upon the exercise  thereof
pursuant to Article 3, provided however that:

     (a)  a Warrant  which has been  partially  exercised  shall be deemed to be
          outstanding only to the extent of the unexercised part of the Warrant;

     (b)  where a Warrant  Certificate  has been  issued in  substitution  for a
          Warrant Certificate which has been lost, stolen or destroyed, only one
          of them shall be counted for the purpose of determining  the number of
          Warrants outstanding; and

     (c)  for the purpose of any provision of this Indenture  entitling  holders
          of  outstanding  Warrants to vote,  sign  consents,  requests or other
          instruments  or take any other action under this  Indenture,  Warrants
          owned  legally or equitably by the Company or any  Subsidiary  thereof
          shall be disregarded, except that:

          (i)  for the purpose of determining whether the Warrant Agent shall be
               protected in relying on any such vote, consent,  request or other
               instrument  or other  action,  only  the  Warrants  of which  the
               Warrant  Agent  has  notice  that  they are so owned  shall be so
               disregarded; and

          (ii) Warrants  so owned  which have been  pledged in good faith  other
               than to the  Company or any  Subsidiary  thereof  shall not be so
               disregarded if the pledgee shall establish to the satisfaction of
               the Warrant Agent the pledgee's right to vote the Warrants in his
               discretion free from the control of the Company or any Subsidiary
               thereof,  as the case may be, and the terms of the pledge thereof
               as to the right to vote shall govern.


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                                      -6-



1.3  Day not a Business Day

     If the day on or before  which any action  (other  than the  exercise  of a
Warrant) would  otherwise be required to be taken or is contemplated to commence
hereunder  is not a business  day,  that action will be required to be taken and
such  procedure  will  commence  on or  before  the  requisite  time on the next
succeeding day that is a business day.

1.4  Words Importing the Singular

     Words  importing  the singular  include the plural and vice versa and words
importing a particular gender include all genders.

1.5  Time of the Essence

     Time  shall  be  of  the  essence  in  this   Indenture   and  the  Warrant
Certificates.

1.6  Interpretation not Affected by Headings, etc.

     The division of this Indenture into Articles, and Sections and subsections,
the  provision  of a table of contents  and the  insertion  of headings  are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

1.7  Applicable Law

     This  Indenture  and the  Warrant  Certificates  shall be  governed  by and
construed in  accordance  with the laws of the Province of British  Columbia and
the  federal  laws of Canada  applicable  therein  and shall be  treated  in all
respects as British Columbia contracts.

1.8  Trust Indenture Legislation

     (1)  If and to the extent  that any  provision  of this  Indenture  limits,
          qualifies  or conflicts  with a mandatory  requirement  of  Applicable
          Legislation, the mandatory requirement will prevail.

     (2)  Each of the  Company  and the  Warrant  Agent  will  at all  times  in
          relation  to this  Indenture  and any  action  to be  taken  hereunder
          observe and comply with and be entitled to the benefits of  Applicable
          Legislation.

1.9  Severability

     In the event that any provision hereof shall be determined to be invalid or
unenforceable in any respect, such determination shall not affect such provision
in any other respect or any other provision hereof, all of which shall remain in
full force and effect.


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                                      -7-



1.10 Entire Agreement

     This Indenture  constitutes the entire agreement between the parties hereto
relating  to  the  subject   matter   hereof  and   supersedes   all  prior  and
contemporaneous  agreements,   understandings,   negotiations  and  discussions,
whether  oral or  written,  of the  parties and there are no general or specific
warranties,  representations  or other  agreement  by or among  the  parties  in
connection with the entering into of this Indenture or the subject matter hereof
except as specifically set forth herein.

1.11 Currency

     Unless otherwise  stated,  all dollar amounts referred to in this Indenture
are references to Canadian dollars.


                                    ARTICLE 2
                                ISSUE OF WARRANTS

2.1  Creation and Issue of Warrants

     (1)  A total of up to 17,500,000 Warrants, each whole Warrant entitling the
          holder  thereof to purchase one Share,  as adjusted  from time to time
          pursuant to this  Indenture,  are hereby  created and authorized to be
          issued.

     (2)  Subject  to  adjustment  as  provided  in this  Indenture,  each whole
          Warrant  issued  hereunder will entitle the holder thereof to purchase
          one Share at any time from and after the Date of Issue of the  Warrant
          to and including the Warrant Expiry Time at the Exercise Price.

2.2  Form and Terms of Warrant Certificates

     Warrant Certificates shall be substantially in the form set out in Schedule
"A" hereto, with such additions,  variations or omissions as may be permitted by
the provisions of this Indenture or may from time to time be agreed upon between
the  Company  and the  Warrant  Agent and shall be numbered in the manner as the
Company, with the approval of the Warrant Agent, may prescribe.

2.3  Purchase of Warrants

     (1)  The Company,  when not in default under this  Indenture,  may offer to
          purchase and purchase in the market, by private contract, by tender or
          otherwise  all or any  portion  of the  Warrants  on such terms as the
          Company may determine.  All Warrants so purchased  shall  forthwith be
          delivered  to the Warrant  Agent and  cancelled  by it and no Warrants
          shall be issued in substitution therefor.

     (2)  If, upon an invitation for tenders,  more Warrants are tendered at the
          same  lowest  price  than the  Company is  prepared  to accept at that
          price,  the Warrants to be purchased by the Company  shall be selected
          by the Warrant Agent by lot, or in


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                                      -8-



          any other  manner as the Warrant  Agent may deem  equitable,  from the
          Warrants tendered by each tendering Warrantholder who tendered at such
          price.  For this purpose the Warrant Agent may make,  and from time to
          time amend,  regulations  with respect to the manner in which Warrants
          may be so selected and  regulations so made shall be valid and binding
          upon all  Warrantholders  notwithstanding  the fact that,  as a result
          thereof,  the Warrants  held by a holder or  represented  by a Warrant
          Certificate become subject to purchase in part only.

     (3)  Notwithstanding  paragraphs  (1)  and  (2)  above,  in the  event  the
          Warrants  are not listed on an  exchange or  quotation  systems and no
          other  material  public market  exists for the Warrants,  any offer to
          purchase  Warrants by the Company shall be made to on a pro rata basis
          to all Warrantholders.

2.4  Issue of Warrant Certificates

     Warrant  Certificates  to be issued and  delivered  from time to time under
this  Indenture  shall be executed by the Company and  certified  by the Warrant
Agent pursuant to or upon the written order of the Company,  without the Warrant
Agent receiving any consideration therefor.

2.5  Warrantholder not a Shareholder

     Nothing in this  Indenture or in the ownership of a Warrant  evidenced by a
Warrant  Certificate,  or  otherwise,  will  be  construed  as  conferring  on a
Warrantholder any right or interest  whatsoever as a shareholder of the Company,
including  but not limited to any right to vote at, to receive  notice of, or to
attend,  any meeting of shareholders  or any other  proceeding of the Company or
any right to receive any dividend or other distribution.

2.6  Execution of Warrant Certificates

     Warrant  Certificates shall be signed by any one director or officer of the
Company and shall be dated the Date of Issue.  The signature of such director or
officer may be  mechanically  reproduced by facsimile  and Warrant  Certificates
bearing  facsimile  signatures  shall be binding upon the Company as if they had
been manually signed by the director or officer. Notwithstanding that any of the
persons whose manual or facsimile signature appears on any Warrant  Certificates
as one of the officers or directors  may no longer,  prior to the  certification
and delivery of the Warrant Certificate,  hold the official capacity in which he
signed,  any Warrant  Certificate signed as aforesaid shall be valid and binding
upon the Company when the Warrant  Certificate has been certified by the Warrant
Agent in accordance with Section 2.7 and the registered  holder thereof shall be
entitled to the benefits of this Indenture.

2.7  Certification by Warrant Agent

     (1)  No Warrant  Certificate shall be issued, or if issued,  shall be valid
          or  entitle  the  holder  to the  benefit  hereof,  until  it has been
          certified by the Warrant Agent by being  countersigned by or on behalf
          of the Warrant Agent and the


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                                      -9-



          countersignature  upon any  Warrant  Certificate  shall be  conclusive
          evidence  as against  the  Company  that the  Warrant  Certificate  so
          countersigned has been duly issued hereunder and is a valid obligation
          of the Company, and that the holder is entitled to the benefit hereof.

     (2)  The countersigning by or on behalf of the Warrant Agent on any Warrant
          Certificate   issued   hereunder   shall   not  be   construed   as  a
          representation  or warranty by the Warrant Agent as to the validity of
          this  Indenture or of the  Warrants and the Warrant  Agent shall in no
          respect  be  liable  or  answerable  for the use  made of any  Warrant
          Certificate  or of the  consideration  therefor,  except as  otherwise
          specified herein. The  countersignature of or on behalf of the Warrant
          Agent shall,  however, be a representation and warranty by the Warrant
          Agent that the Warrant  Certificate has been duly  countersigned by or
          on behalf of the  Warrant  Agent  pursuant to the  provisions  of this
          Indenture.

2.8  Exchange of Warrant Certificates

     The holder of a Warrant Certificate may at any time after the date of issue
thereof and prior to the Warrant  Expiry  Time,  upon  surrender  thereof to the
Warrant  Agent at its  principal  transfer  office in the City of  Vancouver  or
Toronto  or at any  other  place  that is  designated  by the  Company  with the
approval  of the  Warrant  Agent,  exchange  the same for  Warrant  Certificates
entitling the holder to subscribe in the aggregate for the same number of Shares
for which the holder may subscribe under the surrendered Warrant Certificate. On
each exchange the Warrant Agent may levy a sufficient charge to reimburse it for
any tax or other  governmental  charge  required to be paid.  The Company  shall
execute and the Warrant Agent shall certify in accordance  with Sections 2.6 and
2.7 all  Warrant  Certificates  necessary  to carry out  exchanges  contemplated
herein.

2.9  Issue in Substitution for Lost Certificates

     (1)  If a Warrant  Certificate  becomes mutilated or is lost,  destroyed or
          stolen,  the  Company,  subject  to  applicable  law  and  subject  to
          subsection  (2),  will  issue and  thereupon  the  Warrant  Agent will
          countersign  or  certify  and  deliver  a  new   certificate  of  like
          denomination,  date and tenor as the one mutilated, lost, destroyed or
          stolen  in  exchange  for  and  in  place  of  and  on  surrender  and
          cancellation  of  the  mutilated  certificate  or in  lieu  of  and in
          substitution for the lost,  destroyed or stolen  certificate,  and the
          substituted  Warrant  Certificate  shall entitle the holder thereof to
          the same rights and benefits and will bear the same  legends,  if any,
          as the certificate being replaced and shall rank equally in accordance
          with its terms  with all other  Warrant  Certificates  issued or to be
          issued hereunder.

     (2)  The  applicant  for the issue of a new  certificate  pursuant  to this
          section  will bear the cost of the issue  thereof and in case of loss,
          destruction  or theft  will,  as a  condition  precedent  to the issue
          thereof:


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                                      -10-



          (a)  furnish to the  Company and the  Warrant  Agent such  evidence of
               ownership  and  of  the  loss,   destruction   or  theft  of  the
               certificate to be replaced as is  satisfactory to the Company and
               to the Warrant Agent in their discretion,

          (b)  if so required,  furnish an  indemnity  and surety bond in amount
               and form satisfactory to the Company and to the Warrant Agent, in
               their discretion, and

          (c)  pay the  reasonable  charges of the Company and the Warrant Agent
               in connection therewith.

2.10 Registration and Transfer of Warrants

     (1)  The Company shall cause to be kept by and at the  principal  office of
          the Warrant Agent in the City of Vancouver and by the Warrant Agent or
          such other registrar as the Company,  with the approval of the Warrant
          Agent,  may  appoint,  at such other  place or places,  if any, as the
          Company  may  designate  with  the  approval  of  the  Warrant  Agent,
          registers  in which shall be entered in  alphabetical  order the names
          and addresses  (including street and number, if any) of the holders of
          Warrants and  particulars  of the Warrants held by them  respectively.
          Such  registration  shall be noted on the Warrant  Certificates by the
          Warrant Agent or other registrar.

     (2)  No transfer of a Warrant  shall be valid unless made on any one of the
          registers  upon  surrender of the Warrant  Certificate  to the Warrant
          Agent  or other  registrar  accompanied  by a  written  instrument  of
          transfer in form  satisfactory to the Warrant Agent or other registrar
          executed by the registered holder or his executors,  administrators or
          other legal representatives or his or their attorney duly appointed by
          an  instrument in writing in form and  execution  satisfactory  to the
          Warrant  Agent  or  other  registrar  and upon  compliance  with  such
          reasonable  requirements,  including  those set forth in sections 2.15
          and  2.16  hereof,  if  applicable,  as the  Warrant  Agent  or  other
          registrar may prescribe,  nor,  except in the case where a new Warrant
          Certificate is issued upon a transfer,  unless the transfer shall have
          been  noted  on the  Warrant  Certificate  in the  Registration  Panel
          (attached  hereto as part of  Schedule  "A") by the  Warrant  Agent or
          other registrar.

     (3)  The  registered  holder of  Warrants  may at any time and from time to
          time  have  the  registration  of the  Warrants  transferred  from the
          register  in  which  the  registration   thereof  appears  to  another
          authorized register upon compliance with such reasonable  requirements
          as the Warrant Agent or other registrar may prescribe.

     (4)  The Company shall also cause to be kept by and at the principal office
          of the Warrant Agent in the City of Vancouver and by the Warrant Agent
          or such other registrar as the Company may appoint,  with the approval
          of the Warrant  Agent,  at such other place or places,  if any, as the
          Company may designate with the


<PAGE>
                                      -11-



          approval of the Warrant  Agent,  registers  in which all  transfers of
          Warrants and the date and other  particulars of each transfer shall be
          set out.

     (5)  The transferee of Warrants  shall,  after the Warrant  Certificate and
          the appropriate  form of transfer are lodged with the Warrant Agent or
          other registrar and upon compliance with all other conditions required
          by this  Indenture  or by law, be entitled to be entered on one of the
          registers  as the  owner of the  Warrants  free from all  equities  or
          rights  of  set-off  or  counterclaim  between  the  Company  and  his
          transferor or any previous holder of the Warrants,  save in respect of
          the  equities  of which the  Company  is  required  to take  notice by
          statute or by order of a court of competent jurisdiction.  The receipt
          by  the  registered  holder  of  Warrants  of the  Shares  purchasable
          pursuant  thereto  will be a good  discharge  to the  Company  and the
          Warrant  Agent  therefor and neither the Company nor the Warrant Agent
          will be bound to  inquire  into the  title  of the  holder  except  as
          aforesaid.

     (6)  Subject to applicable  law,  neither the Company nor the Warrant Agent
          nor any  registrar  shall  be bound  to take  notice  of or see to the
          execution of any trust, whether express,  implied or constructive,  in
          respect of any Warrant,  and may transfer the same on the direction of
          the person registered as the holder thereof,  whether named as Warrant
          Agent or otherwise,  as though that person were the  beneficial  owner
          thereof.

     (7)  The  registers  required to be kept in the City of Vancouver  shall at
          all  reasonable  times be open for  inspection  by the  Company or any
          Warrantholder.  The Warrant Agent and every  registrar shall from time
          to time when  requested to do so by the Company,  by the Warrant Agent
          or by a  Warrantholder,  furnish the Warrant  Agent or upon payment by
          the Company or Warrantholder of a reasonable fee, the Warrantholder or
          the Company, as the case may be, with a list of names and addresses of
          holders of Warrants  entered on the registers kept by them and showing
          the number of Warrants held by each such holder.

2.11 Enforcement of Rights of Warrantholders

     (1)  No  Warrantholder  shall  have the right to  institute  any  action or
          proceeding  or  to  exercise  any  other  remedy  authorized  by  this
          Indenture  for the  purpose of  enforcing  any rights on behalf of all
          Warrantholders  for the  execution  of any  trust or  power  hereunder
          unless a  requisition,  in writing  signed by holders of not less than
          25% of the Warrants,  requesting  the Warrant Agent to so act, and the
          indemnities  referred  to in  Section  7.1 have been  tendered  to the
          Warrant  Agent and the Warrant Agent shall have failed to act within a
          reasonable  time  thereafter;  in such case,  but not  otherwise,  any
          Warrantholder acting on behalf of himself and all other Warrantholders
          shall be entitled to take such  proceedings  in any court of competent
          jurisdiction as the Warrant Agent might have taken.

     (2)  No one or more  Warrantholders  shall  have any  right  in any  manner
          whatsoever to affect,  disturb or prejudice the rights hereby  created
          by his or their action, or to



<PAGE>
                                      -12-



          enforce any right hereunder or under any Warrant  Certificate,  except
          subject to the  conditions  and in the manner herein  provided and all
          powers and trusts  hereunder shall be exercised and all proceedings at
          law shall be  instituted,  had and  maintained  by the Warrant  Agent,
          except only as herein provided, and in any event for the equal benefit
          of all Warrantholders.

     (3)  No  recourse  under  or upon any  obligation,  covenant  or  agreement
          contained in this  Indenture or in the Warrant  Certificates  shall be
          had against any  shareholder,  officer or director,  past,  present or
          future,  of  the  Company  or of any  of  its  Subsidiaries  or of any
          successor corporation,  either directly or through the Company, or the
          Subsidiaries  or  otherwise,  by any legal or equitable  proceeding by
          virtue of any statute or otherwise.

     (4)  This Indenture and the Warrants issued  hereunder are solely corporate
          obligations and no personal liability whatsoever shall attach to or be
          incurred by the shareholders,  officers or directors, past, present or
          future,  of  the  Company,  or of  any  of  its  Subsidiaries,  or any
          successor  corporations,  under  or  by  reason  of  the  obligations,
          covenants or agreements  contained in this Indenture or in the Warrant
          Certificates;  and any  personal  liability  of any nature  whatsoever
          either at common  law,  in equity or by  statute  of, and any right or
          claim  against any such  shareholder,  officer or director  are hereby
          expressly  waived  as a  condition  of and as  consideration  for  the
          execution of this Indenture and the issue of the Warrants.

2.12 Warrants to Rank Pari Passu

     Except as otherwise  provided  herein,  all Warrants  will rank pari passu,
whatever may be the actual dates of issue thereof.

2.13 Notice to Warrantholders

     (1)  Unless  herein  otherwise  expressly  provided,  a notice  to be given
          hereunder to Warrantholders  will be deemed to be validly given if the
          notice is sent by first class, registered or certified mail, addressed
          to the  Warrantholders  or  delivered by hand (or so mailed to certain
          holders and so delivered or telecopied to the other  holders) at their
          respective   addresses   appearing  on  any  of  the  registers  above
          mentioned;  and if in the case of joint  holders of any  Warrant  more
          than one  address  appears  on the  register  in  respect of the joint
          holding,  the notice shall be addressed or delivered,  as the case may
          be, only to the first  address so  appearing.  The Warrant Agent shall
          give, in the same manner as for  Warrantholders  set out above, a copy
          of each  such  notice  to  Commonwealth  Associates,  L.P.,  830 Third
          Avenue, New York, NY 10022, Attention:  Carl Kleidman (Telecopier No.:
          (212) 829-5978),  with a copy to Loeb & Loeb LLP, 345 Park Avenue, New
          York, NY 10154,  Attention:  Fran Stoller, Esq. (Telecopier No.: (212)
          407-4990) and to Canaccord Capital  Corporation,  2200 - 609 Granville
          Street, Vancouver,  British Columbia, V7Y 1H2, Attention:  Jamie Brown
          (Telecopier  No.:  (604)  643-7606),  with a copy to Cassels,  Brock &
          Blackwell LLP, 2100 - 40 King Street West,



<PAGE>
                                      -13-



          Toronto, Ontario, M5H 3C2, Attention:  Norman Findlay (Telecopier No.:
          (416)  350-6944).  Any notice so given by mail or so delivered by hand
          shall be deemed to have been  given on the fifth  business  day in the
          jurisdiction  of the recipient  thereof after it has been mailed or on
          the day  upon  which  it has  been  delivered,  or if  transmitted  by
          telecopier  on the  first  business  day in  the  jurisdiction  of the
          recipient thereof, following the transmission,  as the case may be. In
          determining  under any  provision  hereof the date when  notice of any
          meeting or other  event  must be given,  the date of giving the notice
          shall be included  and the date of the meeting or other event shall be
          excluded.  Accidental error or omission in giving notice or accidental
          failure to mail notice to any  Warrantholder  shall not invalidate any
          action or proceeding founded thereon.

     (2)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal  employees,  a notice to be given to the
          Warrantholders  hereunder could  reasonably be considered  unlikely to
          reach or to be delayed in reaching its destination, the notice will be
          valid and  effective  only if it is  published  once in the  Report on
          Business  section in the national  edition of The Globe & Mail and the
          New York Times,  if the  disruption  is in the United  States,  or, if
          there is a disruption of  circulation  of that  newspaper,  once in an
          English language newspaper of general  circulation and approved by the
          Warrant Agent in the Cities of Toronto, Vancouver and New York and, in
          the case of notice  convening a meeting of  Warrantholders,  with such
          additional  publications,  in the same or in other cities or both,  as
          the Warrant Agent deems necessary for the reasonable protection of the
          Warrantholders or to comply with any applicable  requirement of law or
          a stock  exchange  on  which  the  Shares  are  listed  and if a daily
          newspaper of general circulation is not, for any reason,  published at
          the time in the  English  language  in any  city,  the  notice  may be
          published  in any  other  publication  available  in  that  city as is
          acceptable to the Warrant  Agent.  A notice so given will be deemed to
          have been  given on the day on which it has been  published  in all of
          the cities in which  publication  was required (or first  published in
          all  the  cities  if  more  than  one  publication  in any of  them is
          required).

2.14 Notice to the Company or the Warrant Agent

     (1)  Unless  herein  otherwise  expressly  provided,  a notice  to be given
          hereunder to the Company or the Warrant Agent will be validly given if
          delivered or if sent by registered or certified mail or if transmitted
          by telecopier:



<PAGE>
                                      -14-



          (a)  if to the Company:

               Infowave Software, Inc.
               Suite 200 - 4664 Lougheed Highway
               Burnaby, British Columbia
               V5C 5T5

               Attention:  Todd Carter, Chief Financial Officer
               Telecopier:  (604) 473-3799

               with a copy to

               Blake, Cassels & Graydon LLP
               Suite 2600, Three Bentall Centre
               595 Burrard Street
               Vancouver, British Columbia
               V7X 1L3

               Attention:  Geoffrey S. Belsher
               Telecopier:  (604) 631-3309

          (b)  if to the Warrant Agent:

               Computershare Trust Company of Canada
               510 Burrard Street
               Vancouver, B.C.
               V6C 3B9

               Attention:  Corporate Trust Department
               Telecopier:  (604) 685-4079

          and any notice  delivered in  accordance  with the  foregoing  will be
          deemed to have been received on the date of delivery or, if mailed, on
          the fifth Business Day following the day of the mailing of the notice,
          or if transmitted  by telecopier,  on the first Business Day following
          the transmission.

     (2)  The Company or the Warrant Agent, as the case may be, may from time to
          time notify the other in the manner  provided in  subsection  (1) of a
          change of address  which,  from the  effective  date of the notice and
          until  changed by like  notice,  will be the address of the Company or
          the  Warrant  Agent,  as the  case  may be,  for all  purpose  of this
          Indenture.

     (3)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal  employees,  a notice to be given to the
          Warrant  Agent or to the Company  hereunder by  registered  mail could
          reasonably  be  considered  unlikely  to  reach  or to be  delayed  in
          reaching its destination,  the notice will be valid and effective only
          if it is delivered to an officer of the party to which it is addressed
          or


<PAGE>
                                      -15-



          if it is delivered to that party at the appropriate  address  provided
          in subsection (1) by cable,  telecopier,  telegram,  or other means of
          prepaid transmitted,  recorded communication, and any notice delivered
          in accordance  with the foregoing will be deemed to have been received
          on the date of  delivery  to the  officer  or if  delivered  by cable,
          telecopier,  telegram,  telex or other means of prepaid,  transmitted,
          recorded  communication,  on the first business day following the date
          of the sending of the notice.

2.15 U.S. Transfer Restrictions and Legends

     (1)  The Warrant Agent  understands and acknowledges  that the Warrants and
          the Shares  issuable  upon  exercise of the Warrants have not been and
          will not be registered under the U.S. Securities Act or the securities
          laws of any state of the United States.

     (2)  Each  Warrant  Certificate  originally  issued  to a U.S.  Person or a
          person in the United States,  and each Warrant  Certificate  issued in
          exchange  therefor or in  substitution  thereof  and each  certificate
          representing  Shares  issued  upon  exercise of Warrants in the United
          States  or by or on  behalf  of a U.S.  person,  and all  certificates
          representing  Shares  issued in  exchange  thereof or in  substitution
          thereof, shall bear the following legend:

               "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON
               EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED
               STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
               OR UNDER THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF,  BY
               PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
               THAT  SUCH   SECURITIES   MAY  BE  OFFERED,   SOLD  OR  OTHERWISE
               TRANSFERRED  ONLY (A) TO THE  COMPANY,  (B)  OUTSIDE  THE  UNITED
               STATES IN  COMPLIANCE  WITH RULE 903 OR 904 OF REGULATION S UNDER
               THE   SECURITIES   ACT,  (C)  PURSUANT  TO  THE  EXEMPTION   FROM
               REGISTRATION  UNDER THE  SECURITIES  ACT  PROVIDED BY RULE 144 OR
               RULE 144A  THEREUNDER,  IF AVAILABLE,  OR (D) IN COMPLIANCE  WITH
               CERTAIN OTHER PROCEDURES SATISFACTORY TO THE COMPANY. DELIVERY OF
               THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT
               OF TRANSACTIONS  ON STOCK  EXCHANGES IN CANADA.  AT ANY TIME THAT
               THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S


<PAGE>
                                      -16-



               UNDER THE SECURITIES ACT, A NEW  CERTIFICATE,  BEARING NO LEGEND,
               DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED
               FROM COMPUTERSHARE  TRUST COMPANY OF CANADA UPON DELIVERY OF THIS
               CERTIFICATE   AND  A  DULY  EXECUTED   DECLARATION,   IN  A  FORM
               SATISFACTORY  TO  COMPUTERSHARE  TRUST  COMPANY OF CANADA AND THE
               COMPANY,   TO  THE  EFFECT  THAT  THE  SALE  OF  THE   SECURITIES
               REPRESENTED  HEREBY IS BEING MADE IN COMPLIANCE  WITH RULE 904 OF
               REGULATION S UNDER THE SECURITIES ACT.";

          provided,  that if the  securities  are being sold in accordance  with
          Rule 904 of  Regulation  S under  the 1933  Act and the  Company  is a
          "foreign  issuer"  within the meaning of  Regulation  S at the time of
          sale,  the legend may be removed by  providing  a  declaration  to the
          registrar and transfer agent for the Shares  (currently  Computershare
          Trust  Company of  Canada),  as set forth below (or as the Company may
          prescribe  from  time to  time)  and,  provided  further,  that if the
          Shares,  Warrants and/or Shares issuable upon exercise of the Warrants
          are being sold in accordance  with Rule 144, the legend may be removed
          by providing an opinion of counsel,  of recognized standing reasonably
          satisfactory  to such registrar and transfer agent and to the Company,
          to the effect that such legend is no longer required under  applicable
          requirements of the 1933 Act or state securities laws:

               The undersigned (a) acknowledges  that the sale of the securities
               of Infowave  Software,  Inc.  (the  "Corporation")  to which this
               declaration  relates  is being  made in  reliance  on Rule 904 of
               Regulation S under the United States  Securities  Act of 1933, as
               amended  (the  "1933  Act"),  and  (b)  certifies  that  (1)  the
               undersigned is not an affiliate of the Corporation (as defined in
               Rule 405 under the 1933  Act),  (2) the offer of such  securities
               was not made to a person in the  United  States and either (A) at
               the time the buy order was originated,  the buyer was outside the
               United States,  or the seller and any person acting on its behalf
               reasonably believed that the buyer was outside the United States,
               or (B) the  transaction was executed on or through the facilities
               of The  Toronto  Stock  Exchange  and  neither the seller nor any
               person acting on its behalf knows that the  transaction  has been
               prearranged  with a buyer in the United  States,  (3) neither the
               seller nor any  affiliate of the seller nor any person  acting on
               any of their  behalf has engaged or will  engage in any  directed
               selling efforts in the United States in connection with the offer
               and sale of such securities, (4) the


<PAGE>
                                      -17-



               sale is bona fide and not for the  purpose of  "washing  off" the
               resale   restrictions   imposed   because  the   securities   are
               "restricted   securities"  (as  such  term  is  defined  in  Rule
               144(a)(3)  under the 1933 Act), (5) the seller does not intend to
               replace the  securities  sold in reliance on Rule 904 of the 1933
               Act   with   fungible   unrestricted   securities   and  (6)  the
               contemplated  sale is not a  transaction,  or part of a series of
               transactions  which,   although  in  technical   compliance  with
               Regulation  S,  is  part  of  a  plan  or  scheme  to  evade  the
               registration  provisions of the 1933 Act.  Terms used herein have
               the meanings given to them by Regulation S.

2.16 Certain Transfers

     If a Warrant  Certificate  tendered for transfer bears the legend set forth
in subsection 2.15(1), the Warrant Agent shall not register such transfer unless
the transferor has provided the Warrant Agent with the Warrant  Certificate  and
the transfer is being made (A) to the Company,  (B) outside the United States in
a transaction  meeting the  requirements of Rule 903 or 904 of Regulation S, (C)
in accordance with another  exemption from the registration  requirements of the
U.S.  Securities  Act, or (D) pursuant to an effective  registration  statement,
and, in each case,  in accordance  with any  applicable  securities  laws of any
state of the United States or any other applicable jurisdiction.


                                    ARTICLE 3
                              EXERCISE OF WARRANTS

3.1  Method of Exercise of Warrants

     (1)  Each Warrant may be exercised by the holder  thereof at any time on or
          after the Date of Issue,  but not after the Warrant Expiry Time,  upon
          the terms and subject to the conditions set forth herein.

     (2)  Subject to and upon  compliance  with the  provisions of this Article,
          the  holder  of any  Warrant  Certificate  may  exercise  the right of
          purchase therein provided for by surrendering the Warrant  Certificate
          to the Warrant Agent at its principal  transfer  office in the City of
          Vancouver or Toronto or at such  additional  place or places as may be
          designated  by the Company  from time to time with the approval of the
          Warrant Agent during normal  business  hours on a Business Day at that
          place  prior to the Warrant  Expiry  Time,  together  with the Warrant
          Exercise Form attached to the Warrant  Certificate  duly completed and
          executed  by the  holder  for the  number of Shares  which the  holder
          desires to purchase and the Exercise  Price  applicable at the time of
          the surrender  calculated in  accordance  with the  provisions of this
          Indenture. The Exercise Price for Shares subscribed for under Warrants
          shall be paid by certified  cheque,  bank draft or money order payable
          to or to the order of the  Warrant  Agent at par at the city where the
          Warrant Certificate is surrendered. Surrender of a Warrant Certificate
          and the Warrant Exercise Form and payment of


<PAGE>
                                      -18-



          the Exercise Price will be deemed to have been effected,  and Warrants
          shall be deemed  to have been  exercised,  only on  personal  delivery
          thereof  to,  or if sent by mail or  other  means of  transmission  on
          actual  receipt  thereof by, the  Warrant  Agent at one of the offices
          specified in this section.

     (3)  The  Warrantholder  may, at its  option,  exchange  this  Warrant on a
          cashless basis, in whole or in part (a "Warrant  Exchange"),  into the
          number of Warrant  Shares  determined in accordance  with this Section
          3.1(3),  by  surrendering  the Warrant  Certificate  at the  principal
          office of the  Company or at the office of its stock  transfer  agent,
          accompanied by a notice stating such Warrantholder's  intent to effect
          such  exchange,  the  number of Shares  issuable  on  exercise  of the
          Warrants (the "Warrant  Shares") to be exchanged and the date on which
          the  Warrantholder  requests  that such  Warrant  Exchange  occur (the
          "Notice of  Exchange").  The Warrant  Exchange shall take place on the
          later of the date specified in the Notice of Exchange and the date the
          Notice of Exchange  is  received by the Company or its stock  transfer
          agent (the "Exchange Date"). Upon receipt of a Notice of Exchange, the
          Company  shall  direct the Warrant  Agent,  in  writing,  to issue the
          Common Shares to be issued  pursuant to the Notice of Exchange and the
          Warrant  Agent  shall be entitled  to rely on such  direction  without
          further  independent  inquiry.  Warrant  Certificates  for the  Shares
          issuable upon such Warrant Exchange and, if applicable,  a new warrant
          of like tenor evidencing the balance of the Shares  remaining  subject
          to such Warrant, shall be issued as of the Exchange Date and delivered
          to the  Warrantholder as soon as is reasonably  practicable  following
          the Exchange Date. In connection with any Warrant Exchange,  a Warrant
          shall  represent  the right to subscribe for and acquire the number of
          Warrant Shares (rounded to the next highest  integer) equal to (i) the
          number of Warrant Shares specified by the  Warrantholder in its Notice
          of  Exchange  (the  "Total  Number")  less (ii) the  number of Warrant
          Shares equal to the  quotient  obtained by dividing (a) the product of
          the Total  Number and the existing  Exercise  Price by (B) the current
          market  value of a Common  Share.  Current  market  value  shall be as
          determined below using the U.S./Canadian  noon exchange rate published
          by the  Federal  Reserve  of New  York on the  date of the  Notice  of
          Exchange (if necessary), but in no event less than zero:

          (a)  If  the  Common  Shares  are  listed  on the  Exchange  or any US
               national  securities  exchange or  admitted  to unlisted  trading
               privileges  on such  exchange or listed for trading on the Nasdaq
               National  Market,  the  current  market  value  shall be the last
               reported  sale price of the  Common  Shares on such  exchange  or
               market on the date of the Notice of  Exchange  or if no such sale
               is made on such day, the average closing bid and asked prices for
               such day on such exchange or market;

          (b)  If the Common  Shares are not so listed or  admitted  to unlisted
               trading privileges, but are traded on the Nasdaq SmallCap Market,
               the current  market value shall be the closing  price on the date
               of the Notice of


<PAGE>
                                      -19-



               Exchange  on such  market  and if the  Common  Shares  are not so
               traded,  the current  market  value shall be the mean of the last
               reported bid and asked prices reported by the National  Quotation
               Bureau, Inc. on the last business day prior to such date; or

          (c)  If the Common  Shares are not so listed or  admitted  to unlisted
               trading  privileges and bid and asked prices are not so reported,
               the current  market value shall be an amount,  not less than book
               value thereof as at the end of the most recent fiscal year of the
               Company  ending  prior to the  date of the  Notice  of  Exchange,
               determined in such reasonable  manner as may be prescribed by the
               Board of Directors of the Company.

     (4)  Every  Warrant  Exercise  Form  shall be signed  by the  holder of the
          Warrant  Certificate  who  desires to exercise in whole or in part the
          right of purchase  therein  provided for,  shall specify the number of
          Shares that the subscriber  wishes to purchase (being not more than he
          is entitled to purchase), the person or persons in whose name or names
          the Shares which the  subscriber  desires to purchase are to be issued
          and his or their  address or addresses  and the number of Shares to be
          issued to each such person, if more than one is so specified, the form
          shall have one of the boxes in  section  (5) of the  Warrant  Exercise
          Form checked,  and shall be  substantially  in the form set out in the
          Warrant Certificate.

     (5)  If any Shares  subscribed  for are to be issued to a person or persons
          other  than  the  Warrantholder,  the  Warrantholder  must  pay to the
          Company or to the Warrant  Agent on his behalf an amount  equal to all
          applicable transfer taxes or other government charges, and the Company
          will not be required to issue or deliver  any  certificate  evidencing
          any  Shares  unless  or  until  that  amount  has  been so paid or the
          Warrantholder  has established to the satisfaction of the Company that
          the taxes and  charges  have been paid or that no taxes or charges are
          owing.

     (6)  No exercise of any Warrants  shall be  effective,  and no  certificate
          representing  Shares  shall be  issued  pursuant  to the  exercise  of
          Warrants, unless:

          (a)  the holder  represents  in  writing  that it is not in the United
               States or a U.S. Person, is not exercising the Warrants on behalf
               of a U.S.  Person,  and did not  execute or deliver  the  Warrant
               Exercise Form in the United States;

          (b)  the holder  represents  in writing  that it is an  Original  U.S.
               Purchaser,  that each of the  representations and warranties made
               at the time of  subscription  for the  purchase of Units  remains
               true and correct as of the date of the  exercise of the  Warrants
               and that it is  exercising  the Warrant on its own behalf and not
               for the account or benefit of any other person; or

          (c)  the holder provides an opinion of counsel of recognized  standing
               in form and substance  satisfactory  to the Company to the effect
               that registration


<PAGE>
                                      -20-



               under the U.S.  Securities  Act and applicable  state  securities
               laws is not required.

          The certificates representing any Shares issued in connection with the
          exercise  of Warrants  pursuant  to clause (b) or (c) of this  Section
          3.1(6)  shall bear the  legend  set forth in  Section  2.15(2) of this
          Indenture. No certificates for Shares shall be registered or delivered
          to an address in the United  States  unless the holder  complies  with
          clause (b) or (c) of this Section 3.1(6).

3.2  Effect of the Exercise of Warrants

     (1)  Subject to  subsection  (2) and Section 3.9, on exercise of a Warrant,
          the Company shall cause to be issued to the person or persons in whose
          name or  names  the  Shares  so  subscribed  for are to be  issued  as
          specified  in the Warrant  Exercise  Form,  the number of Shares to be
          issued to such  person or persons  and such  person or  persons  shall
          become a  shareholder  or  shareholders  of the  Company in respect of
          those  Shares  with  effect  from  the date on which  the  Warrant  is
          exercised  and shall be  entitled  to  delivery  of a  certificate  or
          certificates  evidencing  the Shares and the  Company  shall cause the
          certificate or certificates to be mailed by first class, registered or
          certified  mail to such  person or persons  (or,  if  applicable,  the
          trustee under the registered  retirement  savings plan which holds the
          Shares) at the address or addresses  specified in the Warrant Exercise
          Form within five (5) Business Days of the date on which the Warrant is
          exercised.

     (2)  Notwithstanding  any provision herein  contained to the contrary,  the
          Company  shall not be required to deliver  certificates  for Shares in
          any period  while the share  transfer  books of the Company are closed
          and,  in the event of the  exercise  of any  Warrant  during  any such
          period,  the Shares  subscribed  for shall be issued  and such  person
          shall be deemed to have  become the holder of record of such Shares on
          the date on which  such  delivery  of  certificates  for Shares may be
          postponed for a period not exceeding three (3) Business Days after the
          date of the reopening of the share transfer books.

3.3  Partial Exercise of Warrants

     A Warrantholder  may subscribe for and purchase any lesser number of Shares
than the number of Shares to which such holder is entitled  upon the exercise of
Warrants, in which case the Warrantholder shall be entitled to receive forthwith
a new Warrant Certificate in respect of the Shares purchasable under the Warrant
Certificate  and not then  subscribed for and  purchased,  and the Warrant Agent
shall issue a new Warrant Certificate upon surrender of the Warrant Certificate,
if satisfied that the new Warrant Certificate is properly issuable.

3.4  Cancellation of Warrants

     All Warrants exercised as provided in Section 3.1,  partially  exercised as
provided in Section 3.3, or exchanged for other  Warrants as provided in Section
2.8 or otherwise


<PAGE>
                                      -21-



surrendered  to the  Warrant  Agent  shall be  cancelled  and either held by the
Warrant Agent until  termination of this Indenture or resignation of the Warrant
Agent or destroyed by the Warrant  Agent at the direction of the Company and, if
required by the  Company,  the Warrant  Agent shall  furnish the Company  with a
certificate as to the destruction.

3.5  Expiration of Warrants

     After the Warrant  Expiry Time,  all rights under this  Indenture and under
any Warrant that has not been exercised shall wholly cease and terminate and the
Warrant Certificate therefor shall be wholly void and of no effect.

3.6  Acceleration of Warrant Expiry Date

     (1)  If at any time after the Date of Issue the Trading Price  Condition is
          satisfied, then the Company may file notice with the Warrant Agent not
          later than five days after the day that the  Trading  Price  Condition
          has been satisfied.

     (2)  The Company shall give notice to the Warrantholders as to satisfaction
          of the Trading Price Condition as soon as reasonable practicable after
          it has  filed  the  notice  with  the  Warrant  Agent as  provided  in
          subsection 3.6(1) above in the following manner:

          (a)  by a press release issued in accordance with the  requirements of
               the Exchange or such other exchange or quotation  system on which
               the Shares are then listed; and

          (b)  by causing the  Warrant  Agent to provide  written  notice to the
               Warrantholders in the manner provided in Section 2.13.

     (3)  Such press  release  and notices  shall  state that the Trading  Price
          Condition has been met and the Warrant Expiry Date.

3.7  Adjustment of the Exercise Price and Subscription Rights

     (1)  In this section,  the terms "record date" and  "effective  date" where
          used herein, shall mean the close of business on the relevant date.

     (2)  If and  whenever  at any time from the date  hereof  until the Warrant
          Expiry Time, the Company:

          (a)  issues Shares or Convertible  Securities to all or  substantially
               all of the  holders  of  Shares by way of stock  dividend,  other
               than:  (i) the issue  from time to time of Shares or  Convertible
               Securities by way of stock dividend to shareholders  who elect to
               receive  Shares  or  Convertible   Securities  in  lieu  of  cash
               dividends  in the  ordinary  course  or  pursuant  to a  dividend
               reinvestment plan; or (ii) as dividends in the ordinary course,



<PAGE>
                                      -22-



          (b)  subdivides  the  outstanding  Shares  into a  greater  number  of
               shares, or

          (c)  combines,  consolidates or reduces the outstanding  Shares into a
               lesser number of shares,

(each of such events being herein called a "Share Reorganization"), the Exercise
Price will be adjusted effective immediately on the record date for the dividend
or,  in the case of a  subdivision,  combination,  consolidation  or  reduction,
effective  immediately  on the record date, or the  effective  date if no record
date is fixed, to the number that is the product of:

          (d)  the  Exercise  Price in effect on that  effective  date or record
               date; and

          (e)  the fraction of which:

               (i)  the numerator is the total number of Shares  outstanding  on
                    that  effective  date or record date before giving effect to
                    the Share Reorganization, and

               (ii) the  denominator  is the total  number of Shares that are or
                    would be outstanding  immediately  after that effective date
                    or   record   date   after   giving   effect  to  the  Share
                    Reorganization  and  assuming  all  Convertible   Securities
                    issued  as part of the  Share  Reorganization  had then been
                    converted  into or  exchanged  for  Shares or all  rights to
                    acquire Shares had then been exercised.

For  the  purpose  of  determining  the  number  of  Shares  outstanding  at any
particular  time there shall be included  that number of Shares which would have
resulted  from  the  conversion  or  exchange  at that  time of all  Convertible
Securities  of the Company  (other  than any  Convertible  Securities  issued to
holders of Shares by way of a stock dividend and otherwise included in computing
the  denominator  in clause  (ii)  hereof).  Shares (and  Shares  issuable  upon
conversion or exchange of Convertible Securities) issued or to be issued under a
Share  Reorganization  shall be deemed to be  outstanding  on the record date or
effective date for such Share  Reorganization for the purpose of calculating the
number of outstanding  Shares under  subsections (3) and (5). To the extent that
any  Convertible  Securities  issued  to  holders  of  Shares  by way of a stock
dividend  are not so  converted  or  exchanged  into or for Shares  prior to the
expiration of the right to do so, the conversion  price shall then be readjusted
to the  conversion  price which would then be in effect based upon the number of
Shares  actually  issued upon the  conversion  or  exchange  of the  Convertible
Securities.

     (3)  If and whenever at any time from the date hereof to the Warrant Expiry
          Time,  the Company shall fix a record date for the issuance of rights,
          options or warrants to all or substantially  all of the holders of the
          outstanding Shares entitling them, for a period expiring not more than
          45 days after the record date, to subscribe for or purchase  Shares or
          Convertible  Securities  at a price per share (or having a  conversion
          price per  share)  less than 95% of the  Current  Market  Price on the
          record  date  (any  such  issuance   being  herein  called  a  "Rights
          Offering"), the


<PAGE>
                                      -23-



          Exercise Price will be adjusted on the record date to the number which
          is the product of the Exercise  Price in effect  immediately  prior to
          the record date and the fraction:

               (i)  the  numerator of which shall be the total of (A) the number
                    of Shares  outstanding  immediately prior to the record date
                    plus (B) a number of Shares  equal to the number  arrived at
                    by multiplying the total number of additional Shares offered
                    for  subscription or purchase or into or for which the total
                    number of Convertible  Securities so offered are convertible
                    or  exchangeable  by the  quotient  obtained by dividing the
                    purchase or  subscription  price for each Share  offered for
                    subscription  or purchase or the  conversion  price for each
                    Convertible Security so offered by such Current Market Price
                    for the Shares, and

               (ii) the denominator of which shall be the total number of Shares
                    outstanding  immediately  prior to such record date plus the
                    total number of additional  Shares offered for  subscription
                    or  purchase  or into  or for  which  the  total  number  of
                    Convertible   Securities  so  offered  are   convertible  or
                    exchangeable.

The adjustment shall be made  successively  whenever a record date is fixed, and
shall become effective  immediately  after the record date for  determination of
shareholders entitled to receive such Shares or Convertible Securities, provided
that if two or more such record dates or dates of  announcement,  as applicable,
referred to in subsection  (5) are fixed within a period of 35 trading days, the
adjustment  shall be made  successively as if each of such record dates occurred
on the earliest of such record dates. To the extent that any rights,  options or
warrants  are not so issued or any of the rights,  options or warrants so issued
are not exercised prior to the expiration thereof, or any Convertible Securities
are not so converted into or exchanged for Shares prior to the expiration of the
right to do so, the Exercise  Price will be readjusted to the Exercise  Price in
effect  immediately  prior to the record date,  and the  Exercise  Price will be
further adjusted based upon the number of additional  Shares actually  delivered
upon the  exercise  of the  rights,  options  or  warrants,  or issued  upon the
conversion or exchange of the Convertible Securities, as the case may be.

     (4)  If and whenever at any time from the date hereof to the Warrant Expiry
          Time,  the  Company  shall fix a record  date for the issue of rights,
          options or  warrants  to all or  substantially  all the holders of the
          outstanding Shares entitling them, for a period expiring not more than
          45 days after such record date, to subscribe for or purchase Shares or
          Convertible  Securities  at a price per share (or having a  conversion
          price per share) not less than 95% of the Current  Market Price on the
          record date, the Exercise Price will not be adjusted.

     (5)  If and whenever at any time from the date hereof to the Warrant Expiry
          Time the Company shall fix a record date for the making of an issue or
          distribution  to  all  or   substantially   all  the  holders  of  its
          outstanding Common Shares of (a) shares of


<PAGE>
                                      -24-



          any class,  excluding Shares or Convertible  Securities referred to in
          paragraph 2(a),  whether of the Company or any other  corporation,  or
          (b)  rights,  options or  warrants,  excluding  those  referred  to in
          subsection  (3) or (4), or (c) evidences of its  indebtedness,  or (d)
          property,  cash or other assets,  excluding  dividends in the ordinary
          course or property  distributed  in lieu  thereof at the option of the
          shareholders  (any of such  events  being  herein  called  a  "Special
          Distribution")  then, in each such case,  the Exercise  Price shall be
          adjusted  on the record  date to the number that is the product of the
          Exercise Price in effect  immediately prior to the record date and the
          fraction:

               (i)  the  numerator  of which shall be the total number of Shares
                    outstanding  immediately prior to the record date multiplied
                    by the Current Market Price on the day immediately  prior to
                    such record date,  less the aggregate  fair market value (as
                    determined  by  the  Directors,  subject  to  prior  written
                    approval  of  the  Exchanges,  which  determination,  absent
                    manifest  error,  shall  be  conclusive)  of the  shares  or
                    rights,  options or warrants or evidence of  indebtedness or
                    property, cash or assets so distributed, and

               (ii) the denominator of which shall be the total number of Shares
                    outstanding  immediately prior to the record date multiplied
                    by such Current Market Price.

The adjustment shall be made  successively  whenever a record date is fixed, and
shall become effective  immediately  after the record date for the determination
of shareholders  entitled to receive such distribution,  provided that if two or
more such record dates or dates of announcement,  as applicable,  referred to in
subsection  (3) are fixed  within a period of 35 trading  days,  the  adjustment
shall be made  successively  as if each of such  record  dates  occurred  on the
earliest of such record  dates.  To the extent that any  distribution  is not so
made,  the Exercise  Price shall then be readjusted to the Exercise  Price which
would then be in effect if the record date had not been fixed or to the Exercise
Price which would then be in effect based upon the shares or rights,  options or
warrants or  evidences of  indebtedness  or  property,  cash or assets  actually
distributed, as the case may be.

     (6)  On any adjustment of the Exercise  Price  pursuant to subsection  (2),
          (3)  or  (5),  including  any  readjustment,   the  number  of  Shares
          purchasable  on exercise of a Warrant will be  adjusted,  effective at
          the same time as the adjustment of the Exercise  Price, by multiplying
          the number of Shares so purchasable  immediately before the adjustment
          by a fraction  which is the  reciprocal  of the  fraction  used in the
          adjustment of the Exercise Price.

     (7)  Subject  to  the  prior  written  approval  of the  Exchanges,  if and
          whenever at any time from the date  hereof to the Warrant  Expiry Time
          there is:


<PAGE>
                                      -25-



          (a)  a reclassification of the Shares outstanding,  a change of Shares
               into  other   shares  or   securities,   or  any  other   capital
               reorganization  of the Company except as described in subsections
               (2), (3), (4) and (5),

          (b)  a  consolidation,  merger or  amalgamation of the Company with or
               into another body corporate  resulting in a  reclassification  of
               outstanding  Shares or a change of Shares  into  other  shares or
               securities, or

          (c)  a  transaction  whereby all or  substantially  all the  Company's
               undertaking   and   assets   become  the   property   of  another
               corporation,

(any of those events being herein called a "Corporate Reorganization"), a holder
who thereafter  exercises  Warrants will be entitled to receive and will accept,
for the  Exercise  Price  then in effect,  in lieu of the Shares  (and any other
securities  to  which  Warrantholders  are  then  entitled  on the  exercise  of
Warrants) to which he would otherwise have been entitled on exercise immediately
prior to the  Corporate  Reorganization,  the kind and amount of shares or other
securities  or  property  (including  cash) that he would have been  entitled to
receive as a result of the Corporation  Reorganization if, on the effective date
thereof,  he had been  the  holder  of the  number  of  Shares  (and  any  other
securities  to  which  Warrantholders  are  then  entitled  on the  exercise  of
Warrants) to which he would have been entitled on the exercise of the Warrant or
Warrants immediately prior to the Corporation Reorganization.

     (8)  As a condition  precedent  to taking any action that would  require an
          adjustment  pursuant to  subsection  (7),  the  Company  will take all
          action that, in the opinion of counsel, is necessary in order that the
          Company, any successor or any successor to its assets and undertaking,
          shall be obligated to and may validly and legally  issue as fully paid
          and  non-assessable  all the Shares or other shares or  securities  or
          property to which  Warrantholders  will be entitled on the exercise of
          Warrants thereafter.

     (9)  Subject to the prior written consent of the Exchange,  if necessary as
          a result of any Corporate Reorganization, appropriate adjustments will
          be made in the application of the provisions set forth in this Article
          3 with respect to the rights and  interests of  Warrantholders  to the
          end that the  provisions  set forth in this Article 3 will  thereafter
          correspondingly  be made  applicable  as nearly as may  reasonably  be
          possible  to any shares or other  securities  or  property  thereafter
          deliverable on the exercise of a Warrant.  Any such adjustment will be
          made by and set forth in an amendment hereto approved by the Directors
          and by the Warrant  Agent and will for all purposes,  absent  manifest
          error, be conclusively deemed to be an appropriate adjustment.

     (10) Subject to the prior written consent of the Exchange,  if the purchase
          price  provided  for  in  any  right,  warrant  or  option  issued  in
          connection  with a Rights  Offering is  decreased,  or the  conversion
          price for  Convertible  Securities  issued in connection  with a Share
          Reorganization  is increased,  the Exercise  Price shall  forthwith be
          changed to whatever Exercise Price would have been obtained had


<PAGE>
                                      -26-



          the  adjustment  made in  connection  with  the  issuance  of all such
          rights, warrants, options or Convertible Securities been made upon the
          basis of the purchase price as so decreased or the conversion price as
          so increased,  provided that the provisions of this subparagraph shall
          not apply to any increase or decrease resulting from provisions in any
          rights,  warrants,  options or securities designed to prevent dilution
          if the  increase  or  decrease  shall  not have  been  proportionately
          greater than the change,  if any, in the Exercise  Price to be made at
          the same time pursuant to the provisions of this section.

     (11) Subject to the prior written consent of the Exchange,  if and whenever
          at any time prior to the Warrant  Expiry  Time the Company  shall take
          any action  affecting  or  relating  to the  Warrants,  other than any
          action described in this section,  which in the opinion of the Warrant
          Agent  would  prejudicially  affect  the  rights  of  any  holders  of
          Warrants,  the Exercise Price will be adjusted in such manner, if any,
          and at such time,  as the Warrant  Agent,  may in its sole  discretion
          determine to be equitable in the circumstances to such holders.

3.8  Adjustment Rules for Exercise Price

     The following rules and procedures  will be applicable to adjustments  made
pursuant to Section 3.7:

          (a)  the  adjustments  and  readjustments  provided for in Section 3.7
               shall be  cumulative  and,  subject to paragraph  (b), will apply
               (without   duplication)  to  successive   issues,   subdivisions,
               combinations, consolidations, distributions and other events that
               require an adjustment;

          (b)  no adjustment in the Exercise Price,  or resulting  adjustment in
               the number of Shares  issuable on exercise of  Warrants,  will be
               made unless the  adjustment  would result in a change of at least
               1% in the  prevailing  Exercise  Price  and the  number of Shares
               purchasable  upon the exercise of the Warrants would change by at
               least one one-hundredth of a share; provided, that any adjustment
               that  would  have  been  required  to  be  made  except  for  the
               provisions of this  paragraph  will be carried  forward and taken
               into account in the next adjustment;

          (c)  no  adjustment  will be made in respect of an event  described in
               paragraph  3.7(2)(a)  or  subsections  3.7(3)  or  3.7(5)  if the
               Warrantholders  are entitled to  participate  in the event on the
               same terms,  mutatis  mutandis,  as if they had  exercised  their
               Warrants  immediately before the effective date of or record date
               for the  event,  such  participation  being  subject to the prior
               written consent of the Exchange;

          (d)  for the purposes of subsections  (2), (3), (4) and (5) of Section
               3.7, there will be deemed not to be outstanding:


<PAGE>
                                      -27-



               (i)  any Share owned by or held for the  account of the  Company,
                    or

               (ii) any Share owned by or held for the account of any Subsidiary
                    of the Company;

          (e)  subject to the prior written consent of the Exchange, any dispute
               that arises at any time with respect to any  adjustment  pursuant
               to this Indenture will be conclusively determined (as between the
               Company,  the Warrantholders,  the Warrant Agent and all transfer
               agents and  shareholders  of the  Company)  by the auditor of the
               Company or, if the auditor of the Company is unable or  unwilling
               to act, by such firm of independent  chartered  accountants as is
               selected by the  Directors and is acceptable to the Warrant Agent
               and any  determination  by them,  absent manifest error,  will be
               binding on the Company, the Warrantholders, the Warrant Agent and
               all transfer agents and shareholders of the Company;

          (f)  in the absence of a resolution of the Directors fixing the record
               date for an event referred to in Section 3.7, the Company will be
               deemed to have  fixed as the  record  date  therefor  the date on
               which the event is effected or such other date as may be required
               by law;

          (g)  subject to the prior written  consent of the Exchange if required
               as a condition  precedent to the taking of any action which would
               require an  adjustment  in any of the rights under the  Warrants,
               the Company will take any action which, in the opinion of counsel
               to the Company,  may be  necessary in order that the Company,  or
               any successor to the Company or successor to the  undertaking  or
               assets of the Company  will be  obligated  to and may validly and
               legally  issue all the Shares  which the holders of the  Warrants
               would be entitled  to receive  thereafter  and to  exercise  such
               Warrants in accordance with the provisions hereof;

          (h)  subject to Sections 7.2 and 7.3,  the Warrant  Agent shall not at
               any time be under any duty or responsibility to any Warrantholder
               to  determine  whether  any facts  exist  which may  require  any
               adjustment  contemplated  by Section  3.7, or with respect to the
               nature or extent of any such adjustment  made, or with respect to
               the method  employed in making same.  The Warrant Agent shall not
               be accountable for the validity or value of any Shares  delivered
               upon the  exercise or deemed  exercise of any  Warrants and shall
               not be  responsible  for any  failure of the  Company to make any
               payment,  or to issue or deliver any  securities or  certificates
               represented  hereby upon the  exercise or deemed  exercise of any
               Warrants; and

          (i)  in the case the Company,  after the date  hereof,  shall take any
               action  affecting any Common Shares,  other than action described
               in Section  2.12,  which in the opinion of the  directors  acting
               reasonably and in good faith



<PAGE>
                                      -28-



               would  materially  affect  the  rights  of  Warrantholders,   the
               Exercise  Price shall be adjusted in such manner,  if any, and at
               such time,  as the  directors,  in their sole  discretion  acting
               reasonably  and in good faith,  may  determine to be equitable in
               the  circumstances.  Failure  of  the  taking  of  action  by the
               directors  so as to provide  for an  adjustment  in the  Exercise
               Price  prior to the  effective  date of any action by the Company
               affecting the Common Shares shall be conclusive evidence that the
               directors  have  determined  that  it is  equitable  to  make  no
               adjustment  in the  circumstances,  subject to the prior  written
               consent of the Exchange.

3.9  Postponement of Issue of Shares, etc.

     In any case in which  Section  3.7  requires an  adjustment  to take effect
immediately  after  the  effective  date of or record  date for an event,  and a
Warrant is exercised  after that date and before the  consummation  of the event
(which in the case of rights,  options and warrants will be the date the rights,
options and warrants are issued),  the Company may postpone  until  consummation
issuing to the Warrantholder such of the shares, securities or property to which
he is entitled if the Warrant had been exercised  immediately  before that date,
provided  however,  that  the  Company  will  deliver  to the  Warrantholder  an
appropriate instrument evidencing such holder's right to receive such additional
shares, securities or property upon the occurrence and such consummation of such
event and the right to receive any dividend or other  distribution in respect of
such additional shares, securities or property declared in favour of the holders
of record of Shares or of such  securities  or property on or after that date or
such later date as such holder would but for the  provisions of this  subsection
have become the holder of record of such additional shares or of such securities
or property pursuant to Section 3.7.

3.10 Notice of Certain Events

     (1)  At least 14 days before the  effective  date of or record date for any
          event  referred  to in  Section  3.7,  other  than  a  subdivision  or
          consolidation  of the  Shares,  that  requires  or  might  require  an
          adjustment in the subscription rights pursuant to a Warrant, including
          the Exercise Price and the number of Shares purchasable on exercise of
          a Warrant, the Company will:

          (a)  file  with  the  Warrant  Agent  a  certificate  of  the  Company
               specifying  the  particulars  of the  event  and,  to the  extent
               determinable,  any adjustment required and the computation of the
               adjustment, and

          (b)  give notice to the Warrantholders of the particulars of the event
               and, to the extent, determinable, any adjustment required.

               The  notice  need  only  set  forth   particulars  as  have  been
               determined at the date that notice is given.

     (2)  If any  adjustment  for which a notice  pursuant to subsection  (1) is
          given is not then  determinable,  the Company will promptly  after the
          adjustment is determinable:


<PAGE>
                                      -29-



          (a)  file with the Warrant Agent a certificate of the Company  showing
               the computation of the adjustment, and

          (b)  give notice to the Warrantholders of the adjustment.

     (3)  In the event of a  subdivision  or  consolidation  of the Shares,  the
          Company will,  prior to giving effect  thereto,  file with the Warrant
          Agent a certificate of the Company  specifying the  particulars of the
          subdivision  or  consolidation  and  specifying  the  number of Shares
          purchasable  upon  exercise of a Warrant  after giving  effect to such
          subdivision or consolidation.

3.11 No Fractional Shares

     The  Company  will  not,  pursuant  to  Section  3.7  or  under  any  other
circumstances,  be  obligated to issue any fraction of a Share upon the exercise
of a Warrant or Warrants.  To the extent that the holder of one or more Warrants
would  otherwise  have been  entitled  to  receive  on the  exercise  or partial
exercise  thereof a fraction of a Share,  that holder may exercise such right in
respect of the fraction  only in  combination  with another  Warrant or Warrants
that in the  aggregate  entitle the holder to purchase a whole number of Shares.
If not so  exercised,  the  Company  shall not pay any  amounts to the holder in
satisfaction of the right to otherwise have received a fraction of a Share.

3.12 Reclassification, Reorganizations, etc.

     (1)  In case of:

          (a)  any  reclassifications  or change  of the  Shares  (other  than a
               change in par value,  or from par value to no par value,  or from
               no par value to par  value,  or as a result of a  subdivision  or
               consolidation);

          (b)  any amalgamation, consolidation or merger of the Company with, or
               amalgamation,  consolidation  or merger of the Company into,  any
               other corporation  (other than an amalgamation,  consolidation or
               merger in which the  Company is the  continuing  corporation  and
               which does not result in any  reclassification  or change,  other
               than as aforesaid, of the Shares);

          (c)  a reorganization of the Company; or

          (d)  any sale,  transfer or other  disposition of all or substantially
               all of the assets of the Company,

the Company or the  corporation  formed by the  amalgamation  or the corporation
into which the Company shall have been merged or the reorganized Company, or the
corporation  which shall have  acquired  such assets,  as the case may be, shall
execute and deliver to the Warrant Agent a supplemental indenture providing that
the holder of each  Warrant  then  outstanding  shall have the right  thereafter
(until the Warrant Expiry Time) to exercise Warrants only into the kind and


<PAGE>
                                      -30-



amount of shares and other  securities and property  (including cash) receivable
upon such reclassification,  change, amalgamation, merger, reorganization, sale,
transfer  or other  disposition  by a holder of the number of Shares  which were
purchasable  upon the exercise of the Warrants had the Warrants  been  exercised
immediately  prior  to  the  reclassification,   change,  amalgamation,  merger,
reorganization, sale, transfer or other disposition.

     (2)  The supplemental  indenture shall provide for adjustments  which shall
          be as  nearly  equivalent  as may be  practicable  to the  adjustments
          provided for in this Article.

     (3)  The   provisions   of  this   section   shall   apply  to   successive
          reclassifications,  changes, amalgamations,  mergers, reorganizations,
          sales, transfers or other dispositions.


                                    ARTICLE 4
                            COVENANTS OF THE COMPANY

4.1  General Covenants

     The Company  represents,  warrants and covenants with the Warrant Agent for
the benefit of the Warrantholders that:

          (a)  it will at all times maintain its existence, carry on and conduct
               its business in a proper,  efficient and business-like manner and
               in accordance  with good business  practice,  keep or cause to be
               kept  proper  books  of  account  in  accordance  with  generally
               accepted  accounting  practice  and, if and whenever  required in
               writing by the Warrant Agent,  file with the Warrant Agent copies
               of  all  annual  statements  of  the  Company  furnished  to  its
               shareholders during the term of this Indenture;

          (b)  it is duly  authorized  to create  and issue the  Warrants  to be
               issued  hereunder  and the Warrant  Certificates  when issued and
               certified  as herein  provided  will be legal,  valid and binding
               obligations of the Company;

          (c)  subject to the  provisions of this  Indenture,  it will cause the
               Shares from time to time subscribed for and purchased pursuant to
               the exercise of Warrants and the certificates  representing  such
               Shares to be duly issued and  delivered  in  accordance  with the
               Warrants and the terms hereof;

          (d)  at all times while any Warrants are  outstanding it shall reserve
               and there shall remain unissued and conditionally allotted out of
               its  authorized  capital a number of Shares  sufficient to enable
               the  Company  to meet  its  obligations  to issue  Shares  on the
               exercise of Warrants outstanding hereunder from time to time;

          (e)  upon the  exercise  by the holder of any  Warrant of the right of
               purchase  provided for therein and herein and upon payment of the
               Exercise  Price  applicable  thereto for each Share in respect of
               which the right of purchase


<PAGE>
                                      -31-



               is so exercised,  all Shares  issuable upon the exercise shall be
               validly issued, fully paid and non-assessable;

          (f)  it will use its reasonable  commercial efforts to ensure that the
               Shares  issuable upon exercise of the Warrants will be listed for
               trading on the Exchange and any other stock exchange on which the
               Shares are then  listed and posted for  trading  upon their issue
               for a period of not less than two years from the Date of Issue;

          (g)  the  issue of the  Warrants  does not and  will not  result  in a
               breach  by the  Company  of,  and does not and will not  create a
               state of facts which, after notice or lapse of time or both, will
               result in a breach by the  Company of any  applicable  laws,  and
               does not and will not conflict with any of the terms,  conditions
               or provisions of the memorandum of the Company or the articles or
               resolutions of the Company or any trust indenture, loan agreement
               or any other  agreement or  instrument  to which the Company is a
               party or by which it is  contractually  bound on the date of this
               Indenture; and

          (h)  it shall do,  execute,  acknowledge  and  deliver  or cause to be
               done,  executed,  acknowledged or delivered all other acts, deeds
               and assurances in law as the Warrant Agent may reasonably require
               for  better   accomplishing  and  effecting  the  intentions  and
               provisions of this Indenture.

4.2  Securities Qualification Requirements

     (1)  If, in the opinion of either  counsel to the Warrant  Agent or counsel
          to the Company,  any  instrument  is required to be filed with, or any
          permission,  order or ruling is  required  to be  obtained  from,  any
          securities  administrator  or any  other  step is  required  under any
          federal or provincial law of Canada before the Shares may be issued or
          delivered to an initial Warrantholder or resold by such Warrantholder,
          the  Company  covenants  that it will  use its  reasonable  commercial
          efforts to file such  instrument,  obtain  such  permission,  order or
          ruling or take all such other actions,  at its expense, as is required
          or appropriate in the circumstances.

     (2)  The Company will give written  notice of the issue of Shares  pursuant
          to the  exercise of Warrants,  in such detail as may be  required,  to
          each securities  administrator in each  jurisdiction in which there is
          legislation requiring the giving of any such notice.

4.3  Warrant Agent's Remuneration and Expenses

     The Company will pay to the Warrant Agent from time to time such reasonable
remuneration  for its  services  hereunder  as may be agreed  upon  between  the
Company and the


<PAGE>
                                      -32-



Warrant  Agent and will pay or reimburse  the Warrant Agent upon its request for
all reasonable expenses, disbursements and advances properly incurred or made by
the  Warrant  Agent in the  administration  or  execution  of the trusts  hereby
created  (including the reasonable  compensation  and the  disbursements  of its
counsel and all other advisors and assistants not regularly in its employ), both
before any  default  hereunder  and  thereafter  until all duties of the Warrant
Agent  shall  be  finally  and  fully   performed,   except  any  such  expense,
disbursement or advance as may arise from the negligence or wilful misconduct of
the Warrant  Agent,  its servants or its agents or other  advisors or assistants
aforesaid.

4.4  Notice to Warrantholders of Certain Events

     The Company covenants with the Warrant Agent for the benefit of the Warrant
Agent  and  the  Warrantholders  that,  so  long  as  any of  the  Warrants  are
outstanding, it will not:

          (a)  pay any dividend payable in shares of any class to the holders of
               its  Shares or make any  other  distribution  (other  than a cash
               distribution  made as a  dividend  out of  retained  earnings  or
               contributed   surplus  legally   available  for  the  payment  of
               dividends) to the holders of its Shares;

          (b)  offer to the holders of its Shares  rights to subscribe for or to
               purchase  any  Shares  or  shares  of  any  class  or  any  other
               securities, rights, warrants or options;

          (c)  make any repayment of capital on, or distribution of evidences of
               indebtedness  on any of its assets  (excluding cash dividends) to
               the holders of, its Shares;

          (d)  amalgamate, consolidate or merge with any other person or sell or
               lease  the  whole or  substantially  the  whole of its  assets or
               undertaking;

          (e)  effect any subdivision,  consolidation or reclassification of its
               Shares; or

          (f)  liquidate, dissolve or wind-up;

unless,  in each such case,  the Company shall have given notice,  in the manner
specified in Section 2.13, to each  Warrantholder,  of the action proposed to be
taken  and the date on  which:  (i) the books of the  Company  shall  close or a
record shall be taken for such dividend, repayment,  distribution,  subscription
rights or other  rights,  warrants  or  securities;  or (ii)  such  subdivision,
consolidation,   reclassification,   amalgamation,   merger,   sale  or   lease,
dissolution,  liquidation  or winding-up  shall take place,  as the case may be,
provided  that the Company shall only be required to specify in the notice those
particulars of the action as shall have been fixed and determined at the date on
which the notice is given.  The notice  shall also  specify the date as of which
the holders of Shares of record shall  participate  in the dividend,  repayment,
distribution, subscription of rights or other rights, warrants or securities, or
shall be entitled to exchange  their  Shares for  securities  or other  property
deliverable upon such  reclassification,  amalgamation,  merger,  sale or lease,
other disposition, dissolution, liquidation or winding-up, as the case may


<PAGE>
                                      -33-



be. The notice shall be given,  with respect to the actions  described above not
less than 21 days  prior to the record  date or the date on which the  Company's
transfer books are to be closed with respect thereto.

4.5  Closure of Share Transfer Books

     The Company further covenants and agrees that it will not during the period
of any notice given under Section 4.4 close its share transfer books or take any
other corporate action which might deprive the Warrantholders of the opportunity
of exercising  their Warrants;  provided that nothing  contained in this section
shall be deemed to affect the right of the  Company to do or take part in any of
the things referred to in Section 4.4 or to pay any cash dividends on the shares
of any class or classes in its capital from time to time outstanding.

4.6  Performance of Covenants by Warrant Agent

     If the Company shall fail to perform any of its covenants contained in this
Indenture, the Warrant Agent may notify the Warrantholders of the failure on the
part of the Company or may itself perform any of the said  covenants  capable of
being  performed  by it,  but shall be under no  obligation  to do so.  All sums
expended  or advanced by the  Warrant  Agent in so doing shall be  repayable  as
provided in Section 4.3. No  performance,  expenditure or advance by the Warrant
Agent shall be deemed to relieve the Company of any default hereunder.

4.7  Representation and Warranty

     The Company  represents  and  warrants to the Warrant  Agent,  the Transfer
Agent and the holders of the Warrants and/or Common Shares that it is a "foreign
issuer" as that term is defined in Regulation S.


                                    ARTICLE 5
                           MEETINGS OF WARRANTHOLDERS

5.1  Right to Convene Meeting

     (1)  The Warrant  Agent or the Company may, and the Warrant  Agent shall on
          receipt of a requisition  in writing signed by the holders of Warrants
          sufficient  to purchase not less than 25% of the  aggregate  number of
          Shares which would be purchased  under the Warrants  then  outstanding
          and upon  being  indemnified  to its  reasonable  satisfaction  by the
          Company or by the Warrantholders  signing the requisition  against the
          costs which may be incurred in connection with the calling and holding
          of the meeting, at any time and from time to time convene a meeting of
          the Warrantholders.

     (2)  If the  Warrant  Agent  fails to convene a meeting  within  seven days
          after  receipt  of  the  requisition  and  indemnity  referred  to  in
          subsection (1), the Company or the Warrantholders, as the case may be,
          may convene the meeting.


<PAGE>
                                      -34-



     (3)  Every  meeting  of  Warrantholders  shall  be  held  in  the  City  of
          Vancouver,  British  Columbia  or at such other  place as the  Warrant
          Agent shall determine.

5.2  Notice

     (1)  At least ten days' prior notice  specifying the place, day and hour of
          meeting and the general  nature of business to be transacted  shall be
          given  prior to any  meeting  of  Warrantholders  but it shall  not be
          necessary to specify in the notice the terms of any  resolution  to be
          proposed.

     (2)  Notice  of  a  meeting  of  Warrantholders   shall  be  given  to  the
          Warrantholders in the manner provided in Section 2.13. Notice shall be
          given to the Company unless the meeting is convened by the Company and
          to the  Warrant  Agent  unless the  meeting is convened by the Warrant
          Agent.  Any  accidental  omission in the notice of a meeting shall not
          invalidate any resolution passed at the meeting.

5.3  Chairman

     The person,  who need not be a  Warrantholder,  nominated in writing by the
Warrant  Agent  shall be  entitled  to act as the  chairman  at any  meeting  of
Warrantholders  but if no such person is  nominated  or if the person  nominated
shall not be present  within  fifteen (15) minutes after the time  appointed for
holding the meeting, the Warrantholders present shall choose a person present to
be chairman.

5.4  Quorum

     (1)  At any meeting of the  Warrantholders a quorum shall consist of two or
          more  Warrantholders  present in person or by proxy  holding  not less
          than 25% of the Warrants then outstanding.

     (2)  If a quorum of the  Warrantholders  is not present within half an hour
          from the time fixed for holding any meeting,  the meeting, if convened
          by  Warrantholders  or by a requisition  of  Warrantholders,  shall be
          dissolved;   but  if  otherwise  convened,  the  meeting  shall  stand
          adjourned  without  notice to the same day in the next week  following
          (unless  that day is not a Business  Day,  in which  case the  meeting
          shall stand adjourned to the next business day thereafter) at the same
          time and place. At the adjourned meeting,  the Warrantholders  present
          in  person  or by proxy  shall  form a  quorum  and may  transact  the
          business for which the meeting was originally convened notwithstanding
          that they may not hold 25% of the Warrants then outstanding.

5.5  Power to Adjourn

     The chairman of any meeting at which a quorum of  Warrantholders is present
may,  with the consent of the meeting,  adjourn any meeting and no notice of the
adjournment  need be given  except  such  notice,  if any,  as the  meeting  may
prescribe.


<PAGE>
                                      -35-



5.6  Poll

     On every  question  submitted  to a  meeting,  a poll shall be taken in the
manner as the chairman  shall  direct.  The result of a poll shall be binding on
all holders of Warrants.

5.7  Voting

     On a poll, each  Warrantholder  present in person or represented by a proxy
duly appointed by instrument in writing shall be entitled to one vote in respect
of each Share purchasable under Warrants of which he shall then be the holder. A
proxy need not be a Warrantholder. The Chairman of any meeting shall be entitled
to vote in respect of the Warrants, if any, held or represented by him but shall
not be entitled to a casting vote in the case of an equality of votes.

5.8  Persons Entitled to be Present

     The  Company  and the  Warrant  Agent  by  their  respective  officers  and
directors  and the counsel of the  Company and the Warrant  Agent may attend any
meeting of Warrantholders but shall have no vote as such.

5.9  Regulations

     The Warrant  Agent,  or the Company with the approval of the Warrant Agent,
may from  time to time  make or vary  such  regulations  as it shall  think  fit
providing for and governing the following:

          (a)  the issue of voting certificates:

               (i)  by any bank, trust company or other  depositary  approved by
                    the Warrant Agent,  certifying that specified  Warrants have
                    been  deposited with it by a named holder and will remain on
                    deposit until after the meeting;

               (ii) by any bank, trust company, insurance company,  governmental
                    department  or  agency   approved  by  the  Warrant   Agent,
                    certifying  that it is the holder of specified  Warrants and
                    will continue to hold the same until after the meeting;

               which voting certificates shall entitle the holders named therein
               to be  present  and vote at any  meeting  and at any  adjournment
               thereof or to appoint a proxy or  proxies to  represent  them and
               vote for them at any meeting and at any adjournment  thereof,  in
               the same  manner and with the same  effect as though the  holders
               named in the voting  certificates  were the actual holders of the
               specified Warrants;

          (b)  the form of the instrument  appointing a proxy (which shall be in
               writing),  the manner in which the same shall be executed and the
               form of any


<PAGE>
                                      -36-



               authority  under  which a person  executes a proxy on behalf of a
               Warrantholder;

          (c)  the  deposit  certificates,  instruments  appointing  proxies  or
               authorities  at such place or places as the Warrant Agent (or the
               Company or  Warrantholders in case the meeting is convened by the
               Company  or the  Warrantholders,  as the  case may be) may in the
               notice  convening the meeting direct and the time (if any) before
               the holding of the meeting or adjourned meeting at which the same
               shall be deposited;

          (d)  the  deposit of voting  certificates  or  instruments  appointing
               proxies at some place or places other than the place at which the
               meeting  is  to  be  held  and  for  particulars  of  the  voting
               certificates  or instruments  appointing  proxies to be cabled or
               telegraphed  or notified by other means of  communication  before
               the meeting to the  Company or to the  Warrant  Agent and for the
               voting of voting  certificates and proxies so deposited as if the
               voting  certificates or the instruments  themselves were produced
               at the meeting or deposited at any other place required  pursuant
               to subsection (c); and

          (e)  generally for the calling of meetings of  Warrantholders  and the
               conduct of business thereat.

Any  regulations  so made  shall be binding  and  effective  and votes  given in
accordance  therewith  shall  be  valid  and  shall be  counted.  Except  as the
regulations may provide, the only persons who shall be recognized at any meeting
as the holders of any  Warrants,  or as entitled to vote or to be present at the
meeting in respect thereof, shall be registered  Warrantholders and persons whom
registered  Warrantholders have by instrument in writing duly appointed as their
proxies.

5.10 Certain Powers Exercisable by Extraordinary Resolution

     In addition to all other powers  conferred on them by the other  provisions
of this  Indenture  or by law but  subject  to  obtaining  the  approval  of the
Exchange,  the Warrantholders shall have the following powers,  exercisable from
time to time only by Extraordinary Resolution (as defined in Section 5.11):

          (a)  power  to  agree  to  any  amendment,  modification,  abrogation,
               alteration,   compromise   or   arrangement   of  the  rights  of
               Warrantholders or the Warrant Agent in that capacity or on behalf
               of the  Warrantholders  against  the  Company  whether the rights
               arise under this Indenture or otherwise;

          (b)  power to agree to any change in or omission  from the  provisions
               of the Warrant Certificate and this Indenture or any ancillary or
               supplemental instrument which may be agreed to by the Company and
               to  authorize  the  Warrant  Agent to concur in and  execute  any
               ancillary  or  supplemental  indenture  embodying  any  change or
               omission;



<PAGE>
                                      -37-



          (c)  power to require the Warrant  Agent,  subject to compliance  with
               Section  7.3,  to enforce any of the  obligations  of the Company
               under this Indenture or any supplemental instrument or to enforce
               any of the rights of the  Warrantholders  in any manner specified
               in an  Extraordinary  Resolution or to refrain from enforcing any
               such covenant or right,  upon the Warrant  Agent being  furnished
               with such indemnity as it may in its discretion require;

          (d)  power to remove the Warrant  Agent or its successor or successors
               in office and to appoint a new Warrant Agent or Warrant Agents to
               take the place of the Warrant Agent or Warrant Agents so removed;

          (e)  power to waive and direct the Warrant  Agent to waive any default
               on the part of the Company in  complying  with any  provision  of
               this  Indenture   either   unconditionally   or  upon  conditions
               specified in the Extraordinary Resolution;

          (f)  power to restrain any Warrantholder from taking or instituting or
               continuing any suit, action or proceeding against the Company for
               the  enforcement  of any of the  obligations of the Company under
               this Indenture or to enforce any right of the Warrantholders; and

          (g)  power to amend,  alter or  repeal  any  Extraordinary  Resolution
               previously passed or consented to by Warrantholders.

5.11 Definition of "Extraordinary Resolution"

     The  expression  "Extraordinary  Resolution"  when  used in this  Indenture
means: (a) a resolution passed at a meeting  (including an adjourned meeting) of
Warrantholders  duly convened and held in accordance with the provisions of this
Indenture and carried by the affirmative vote of Warrantholders holding not less
than 51% of the then outstanding Warrants,  regardless as to the number of votes
cast on the resolution; or (b) by the consent in writing, which may be in one or
more  instruments,  of the  holders  of not less than 51% of the  Warrants  then
outstanding.

5.12 Resolutions Binding on all Warrantholders

     Every  resolution  and  every  Extraordinary  Resolution  duly  passed at a
meeting of the  Warrantholders  duly convened and held or any consent in writing
having the effect of an  Extraordinary  Resolution shall be binding upon all the
Warrantholders  (including  their successors and assigns) whether or not present
or represented  or voting at the meting or  signatories  to the consent,  as the
case may be, and each of the  Warrantholders  and the Warrant Agent,  subject to
the provisions for its indemnity contained in this Indenture,  shall be bound to
give effect thereto.


<PAGE>
                                      -38-



5.13 Holdings by Company Disregarded

     In determining  whether the requisite number of Warrantholders  are present
for the  purpose  of  obtaining  a  quorum  or have  voted or  consented  to any
resolution, Extraordinary Resolution, consent, waiver or other action under this
Indenture,  Warrants owned by the Company or any Subsidiary of the Company shall
be deemed to be not outstanding.

5.14 Minutes

     Minutes  of  all   resolutions   and   proceedings   at  every  meeting  of
Warrantholders  shall be made and duly  entered in books to be provided for that
purpose by the  Warrant  Agent at the  expense of the Company and any minutes if
purporting  to be signed by the chairman of the  meeting,  or by the chairman of
the next succeeding meeting of Warrantholders,  shall be prima facie evidence of
the matters therein stated and, until the contrary is proved,  every meeting for
which minutes have been made shall be deemed to have been duly convened and held
and all resolutions passed or proceedings taken thereat to have been duly passed
and taken.

5.15 Powers Cumulative

     Any  one or  more  of the  powers  or  combination  of the  powers  in this
Indenture  exercisable  by the  Warrantholders  by  Extraordinary  Resolution or
otherwise may be exercised from time to time and the exercise of any one or more
of the powers or any combination of powers from time to time shall not be deemed
to exhaust the rights of the  Warrantholders  to exercise  the same or any other
power or  powers  or  combination  of  powers  then or any  power or  powers  or
combinations of powers thereafter.

5.16 Instruments in Writing

     All actions  that may be taken and all powers that may be  exercised by the
Warrantholders  at a meeting held as hereinbefore  in this Article  provided may
also be taken and  exercised  by  Warrantholders  entitled to acquire 51% of the
aggregate  number  of  Shares  that  can be  acquired  pursuant  to all the then
outstanding  Warrants  by an  instrument  in  writing  signed  in  one  or  more
counterparts  by  Warrantholders  in person or by  attorney  duly  appointed  in
writing  and  the  expression  "Extraordinary  Resolution"  when  used  in  this
Indenture shall include an instrument so signed.


                                    ARTICLE 6
                 SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES

6.1  Provision for Supplemental Indenture for Certain Purposes

     From time to time the  Company and the  Warrant  Agent may,  subject to the
provisions of these  presents and the obtaining of the prior written  consent of
the Exchange shall,  when so directed by these presents,  execute and deliver by
their  proper  officers  or  directors,  as  the  case  may  be,  indentures  or
instruments  supplemental  hereto,  which thereafter shall form part hereof, for
any one or more or all of the following purposes:


<PAGE>
                                      -39-



          (a)  adding  hereto  such   additional   covenants   and   enforcement
               provisions  as  in  the  opinion  of  counsel  are  necessary  or
               advisable and are not in the opinion of the Warrant Agent,  based
               on the advice of  counsel,  prejudicial  to the  interest  of the
               Warrantholders as a group;

          (b)  giving effect to any Extraordinary  Resolution passed as provided
               in Article 5;

          (c)  making any modification in the form of Warrant Certificate which,
               in the  opinion  of the  Warrant  Agent,  based on the  advice of
               counsel, does not affect the substance thereof;

          (d)  making any additions to,  deletions  from or  alterations  of the
               provisions of this Indenture which, in the opinion of the Warrant
               Agent,  do not materially  and adversely  affect the interests of
               the  Warrantholders  and are  necessary  or advisable in order to
               incorporate, reflect or comply with any Applicable Legislation;

          (e)  modifying any of the  provisions  of this  Indenture or relieving
               the  Company  from  any  of  the   obligations,   conditions   or
               restrictions herein contained, provided that no such modification
               or relief  shall be or become  operative  or  effective if in the
               opinion of the Warrant Agent, based on the advice of counsel, the
               modification  or relief  materially  impairs any of the rights of
               the  Warrantholders,  as a group,  or of the Warrant  Agent,  and
               provided  that  the  Warrant   Agent  may  in  its   uncontrolled
               discretion decline to enter into any supplemental indenture which
               in its opinion may not afford adequate  protection to the Warrant
               Agent when the same shall become operative; and

          (f)  for any other  purpose  not  inconsistent  with the terms of this
               Indenture,  including  the  correction  or  rectification  of any
               ambiguities,  defective  provisions,  errors or omissions herein,
               provided that in the opinion of the Warrant  Agent,  based on the
               advice of  counsel,  the  rights of the  Warrant  Agent or of the
               Warrantholders, as a group, are in no way prejudiced thereby.

6.2  Successor Companies

     Subject to  Section  3.10,  nothing in this  Indenture  shall  prevent  any
consolidation,  reorganization,  amalgamation,  arrangement  or  merger  of  the
Company with or into any other body corporate, bodies corporate, or person, or a
conveyance  or transfer of all or  substantially  all the property and assets of
the Company as an entirety to any body corporate or person lawfully  entitled to
acquire and operate the same; provided,  however, that the body corporate formed
by such  consolidation,  amalgamation  or  arrangement or into which such merger
shall have been made or the person which  acquires by conveyance or transfer all
or substantially all the property and assets of the Company as an entirety shall
execute and deliver to the Warrant Agent prior to


<PAGE>
                                      -40-



or  contemporaneously  with such  consolidation,  reorganization,  amalgamation,
arrangement,  merger,  conveyance  or  transfer  and  as a  condition  precedent
thereto,  an  agreement   supplemental  hereto  wherein  the  due  and  punctual
performance and observance of all the covenants and conditions of this Indenture
to be  performed or observed by the Company  shall be assumed by such  successor
body  corporate  or person.  The Warrant  Agent shall be entitled to receive and
shall be fully  protected  in relying  upon an opinion of counsel  that any such
consolidation,  reorganization, amalgamation, arrangement, merger, conveyance or
transfer  and any  supplemental  agreement  executed  in  connection  therewith,
complies with the provisions of this section.

6.3  Successor Body Corporate Substituted

     Subject to Section  3.10,  in case the  Company,  pursuant  to Section  6.2
hereof, shall be consolidated, amalgamated, reorganized, arranged or merged with
or into any other body  corporate or bodies  corporate or person or shall convey
or transfer all or  substantially  all of the property and assets of the Company
as an entirety to another body corporate or person, the successor body corporate
or  person  formed  by  such  consolidation,   reorganization,   arrangement  or
amalgamation  or into which the  Company  shall have been  merged or which shall
have  received a  conveyance  or transfer as aforesaid  shall  succeed to and be
substituted  for the Company  hereunder with the same effect as nearly as may be
possible  as if it had been named  herein as the party of the first  part.  Such
changes  may be  made  in the  Warrants  as may be  appropriate  in view of such
consolidation, amalgamation, reorganization, merger, conveyance or transfer.


                                    ARTICLE 7
                          CONCERNING THE WARRANT AGENT

7.1  Rights and Duties of Warrant Agent

     (1)  In the exercise of the rights,  duties and  obligations  prescribed or
          conferred by the terms of this  Indenture,  the Warrant Agent will act
          honestly  and in good faith with a view to the best  interests  of the
          Warrantholders  and will exercise  that degree of care,  diligence and
          skill that a  reasonably  prudent  Warrant  Agent  would  exercise  in
          comparable circumstances.

     (2)  No  provision  of this  Indenture  will be  construed  to relieve  the
          Warrant  Agent from  liability for its own  negligent  act,  negligent
          failure to act, wilful misconduct or bad faith.

     (3)  The  obligation  of the Warrant  Agent to  commence  or  continue  any
          action,  actions or proceeding for the purpose of enforcing any rights
          of  the  Warrant  Agent  or  the  Warrantholders  hereunder  shall  be
          conditional  upon the  Warrantholders  furnishing,  when  required  by
          notice in writing by the Warrant Agent,  sufficient  funds to commence
          or continue such act, action or proceeding and an indemnity reasonably
          satisfactory to the Warrant Agent to protect and hold harmless the


<PAGE>
                                      -41-



          Warrant Agent against the costs,  charges and expenses and liabilities
          to be incurred thereto and any loss and damage it may suffer by reason
          thereof.

     (4)  No  provision of this  Indenture  shall  require the Warrant  Agent to
          expend or risk its own funds or otherwise incur financial liability in
          the  performance of any of its duties or in the exercise of any of its
          rights or powers unless indemnified as aforesaid.

     (5)  The Warrant  Agent may,  before  commencing  or at any time during the
          continuance   of  such  act,   action  or   proceeding   require   the
          Warrantholders  at whose  instance  it is acting to  deposit  with the
          Warrant Agent the Warrant Certificates held by them, for which Warrant
          Certificates the Warrant Agent shall issue receipts.

7.2  Evidence, Experts and Advisors

     (1)  In addition to the reports, certificates,  opinions and other evidence
          required by this  Indenture,  the Company  will furnish to the Warrant
          Agent such additional evidence of compliance with any provision hereof
          and in such form as is prescribed by Applicable  Legislation or as the
          Warrant Agent reasonably requires by written notice to the Company.

     (2)  In the exercise of any right or duty hereunder the Warrant  Agent,  if
          it is acting in good faith, may rely, as to the truth of any statement
          or the accuracy of any opinion  expressed  therein,  on any  statutory
          declaration,  opinion, report, certificate or other evidence furnished
          to the Warrant  Agent  pursuant to a  provision  hereof or  Applicable
          Legislation or pursuant to a request of the Warrant Agent.

     (3)  Whenever Applicable  Legislation requires that evidence referred to in
          subsection (1) be in the form of a statutory declaration,  the Warrant
          Agent may accept the statutory declaration in lieu of a certificate of
          the Company required by any provision hereof.

     (4)  Any  statutory  declaration  may be made by one or  more  officers  or
          Directors of the Company.

     (5)  Proof of the  execution  of an  instrument  in  writing,  including  a
          Warrantholder's  Request,  by a  Warrantholder  may  be  made  by  the
          certificate of a notary public,  or other officer with similar powers,
          that  the  person  signing  the  instrument  acknowledged  to him  the
          execution  thereof,  or by an affidavit of a witness to the execution,
          or in any other manner that the Warrant Agent considers adequate.

     (6)  The  Warrant  Agent may employ or retain  such  counsel,  accountants,
          engineers,  appraisers  or other  experts or advisers as it reasonably
          requires for the purpose of discharging  its duties  hereunder and may
          pay  reasonable  remuneration  for all services so performed by any of
          them, without taxation of costs of any counsel


<PAGE>
                                      -42-



          and will not be  responsible  for any  misconduct or negligence on the
          part of any of them who has been selected with due care by the Warrant
          Agent.

     (7)  The  Warrant  Agent may as a condition  precedent  to any action to be
          taken by it under this  Indenture  require  such  opinions,  statutory
          declarations,  reports,  certificates  or other evidence as it, acting
          reasonably, considers necessary or advisable in the circumstances.

7.3  Documents, Moneys, etc. Held by Warrant Agent

     (1)  Any security, document of title or other instrument that may be at any
          time held by the  Warrant  Agent  subject  to the terms  hereof may be
          placed in the deposit vaults of the Warrant Agent or of any Schedule I
          Canadian chartered bank or deposited for safekeeping with such bank.

     (2)  Unless herein otherwise expressly provided, any money held pending the
          application  or  withdrawal   thereof  under  any  provision  of  this
          Indenture  may be  deposited  in the name of the Warrant  Agent in any
          Schedule I Canadian  chartered  bank at the rate of interest  (if any)
          then  current on similar  deposits or, with the consent of the Company
          may be:

          (a)  deposited in the deposit  department  of the Warrant  Agent or of
               any other loan or trust  company  authorized  to accept  deposits
               under the laws of Canada or a province thereof, or

          (b)  invested in securities  issued or guaranteed by the Government of
               Canada or a province thereof or in obligations, maturing not more
               than one year  from the date of  investment,  of any  Schedule  I
               Canadian chartered bank or loan or trust company.

     (3)  Unless the  Company is in default  hereunder,  all  interest  or other
          income  received  by the  Warrant  Agent in  respect  of  deposits  in
          investment will belong to the Company.

7.4  Action by Warrant Agent to Protect Interests

     The  Warrant  Agent  shall have power to  institute  and to  maintain  such
actions and proceedings as it may consider necessary or expedient to preserve or
protect its interests and the interests of the Warrantholders.

7.5  Warrant Agent not Required to give Security

     The  Warrant  Agent  shall not be  required to give any bond or security in
respect of the execution of the terms and powers of this  Indenture or otherwise
in respect of the premises.


<PAGE>
                                      -43-



7.6  Protection of Warrant Agent

     By way of  supplement  to the  provisions  of any law for  the  time  being
relating to Warrant Agents, it is expressly declared and agreed that:

          (a)  the  Warrant  Agent  shall not be liable  for or by reason of any
               representations, statements of fact or recitals in this Indenture
               (except the representation contained in Section 7.8 and by virtue
               of the  countersignature  of the  Warrant  Agent  on the  Warrant
               Certificates)  or  required  to  verify  the  same,  but all such
               representations,  statements  or recitals are and shall be deemed
               to be made by the Company;

          (b)  the  Warrant  Agent shall not be  obligated  to see or to require
               evidence of  registration  (a filing or renewal  thereof) of this
               Indenture or any instrument ancillary or supplemental hereto;

          (c)  the Warrant Agent shall not be bound to give notice to any person
               or persons of the execution hereof;

          (d)  the Warrant Agent shall not incur any liability or responsibility
               whatever or be in any way  responsible for the consequence of any
               breach  on the  part  of the  Company  of any  obligation  herein
               contained or of any acts of the directors, officers, employees or
               agents of the Company;

          (e)  the Company  shall  indemnify and hold harmless the Warrant Agent
               and its  employees,  directors  and officers from and against any
               and all liabilities,  losses,  costs, claims,  actions or demands
               whatsoever  which may be brought  against  the  Warrant  Agent or
               which it may suffer or incur as a result of or arising out of the
               performance of its duties and  obligations  under this Indenture,
               save only in the event of the  negligent  action,  the  negligent
               failure  to act,  or the  wilful  misconduct  or bad faith of the
               Warrant   Agent.   It  is   understood   and  agreed   that  this
               indemnification  shall  survive the  termination  or discharge of
               this Indenture or the resignation of the Warrant Agent; and

          (f)  the Warrant  Agent shall not be bound to give any notice or to do
               or take any act,  action or  proceeding  by virtue of the  powers
               conferred  on it  hereby  unless  and  until it shall  have  been
               required  so to do under the terms  hereof nor shall the  Warrant
               Agent be  required  to take  notice of any default of the Company
               hereunder  unless and until  notified  in writing of the  default
               (which notice must specify the nature of the default) and, in the
               absence of that  notice,  the Warrant  Agent may for all purposes
               hereunder  conclusively  assume  that no default  by the  Company
               hereunder has occurred.  The giving of any notice shall in no way
               limit the discretion of the Warrant Agent hereunder as to whether
               any action is  required  to be taken in  respect  of any  default
               hereunder.


<PAGE>
                                      -44-



7.7  Replacement of Warrant Agent

     (1)  The  Warrant  Agent may resign its agency and be  discharged  from all
          further duties and liabilities  hereunder,  except as provided in this
          subsection,  by giving to the Company and the  Warrantholders not less
          than 90 days'  notice in writing or, if a new  Warrant  Agent has been
          appointed, such shorter notice as the Company accepts as sufficient.

     (2)  The Warrantholders by Extraordinary  Resolution may at any time remove
          the Warrant Agent and appoint a new Warrant Agent.

     (3)  If the  Warrant  Agent so resigns  or is so  removed or is  dissolved,
          becomes bankrupt, goes into liquidation or otherwise becomes incapable
          of acting hereunder,  the Company will forthwith appoint a new Warrant
          Agent  unless a new Warrant  Agent has already  been  appointed by the
          Warrantholders.

     (4)  Failing appointment by the Company,  the retiring Warrant Agent or any
          Warrantholder  may apply to the British Columbia Supreme Court for the
          appointment of a new Warrant Agent.

     (5)  Any new Warrant Agent so appointed by the Company or by the Court will
          be   subject   to  removal   by   Extraordinary   Resolution   of  the
          Warrantholders.

     (6)  Any new Warrant  Agent  appointed  under any provision of this section
          must be a  corporation  authorized to carry on the business of a trust
          company in the Qualifying Provinces.

     (7)  On any appointment, the new Warrant Agent will be vested with the same
          powers,  rights,  duties  and  responsibilities  as  if  it  had  been
          originally   named  herein  as  Warrant   Agent  without  any  further
          assurance,  conveyance,  act or deed,  but there  will be  immediately
          executed, at the expense of the Company, all such conveyances or other
          instruments as, in the opinion of counsel,  are necessary or advisable
          for  the  purpose  of  assuring   the  powers,   rights,   duties  and
          responsibilities to the new Warrant Agent.

     (8)  On the  appointment of a new Warrant Agent,  the Company will promptly
          give notice thereof to the Warrantholders.

     (9)  A  corporation  into or with  which  the  Warrant  Agent is  merged or
          consolidated or amalgamated,  or a corporation succeeding to the trust
          business of the Warrant  Agent,  will be the  successor to the Warrant
          Agent hereunder  without any further act on its part or on the part of
          any party hereto if the corporation  would be eligible for appointment
          as a new Warrant Agent under subsection (6).


<PAGE>
                                      -45-



     (10) A Warrant  Certificate  certified  but not  delivered by a predecessor
          Warrant  Agent may be delivered by the new or successor  Warrant Agent
          in the name of the  predecessor  Warrant  Agent or  successor  Warrant
          Agent.

7.8  Conflict of Interest

     (1)  The Warrant  Agent  represents  to the Company that at the time of the
          execution and delivery hereof no material  conflict of interest exists
          between  its role as a fiduciary  hereunder  and its role in any other
          capacity and if a material  conflict of interest  arises  hereafter it
          will,  within  90  days  after  ascertaining  that  it has a  material
          conflict of  interest,  either  eliminate  the conflict of interest or
          resign its agency hereunder.

     (2)  Subject to  subsection  (1), the Warrant  Agent in its personal or any
          other  capacity may buy, lend on and deal in securities of the Company
          and generally may contract and enter into financial  transactions with
          the Company or any  subsidiary of the Company  without being liable to
          account for any profit made thereby.

7.9  Acceptance of Trust

     The Warrant Agent hereby accepts the agency in this Indenture  declared and
provided for and agrees to perform them on the terms and  conditions  herein set
forth and agrees to hold all rights, interests and benefits contained herein for
and on behalf of those persons who became  holders of Warrants from time to time
issued pursuant to this Indenture.


                                    ARTICLE 8
                                     GENERAL

8.1  Satisfaction and Discharge of Indenture

     This Indenture shall expire and terminate on the earlier of:

          (a)  the date by which there has been  delivered to the Warrant  Agent
               for exercise or destruction all Warrant Certificates  theretofore
               certified hereunder, or

          (b)  the 61st day following the Warrant Expiry Date,

and if all Shares required to be issued in compliance with the provisions hereof
have been issued and delivered  hereunder,  this  Indenture  will cease to be of
further effect and the Warrant  Agent,  on demand of and at the cost and expense
of the Company and on delivery  to the  Warrant  Agent of a  certificate  of the
Company stating that all conditions  precedent to the satisfaction and discharge
of this Indenture have been complied with and on payment to the Warrant Agent of
the fees and other  remuneration  payable to the  Warrant  Agent,  will  execute
proper instruments acknowledging satisfaction of and discharging this Indenture.


<PAGE>
                                      -46-



8.2  Sole Benefit of Parties and Warrantholders

     Nothing in this Indenture expressed or implied will give or be construed to
give to any person other than the parties hereto and the Warrantholders,  as the
case may be, any legal or equitable right, remedy or claim under this Indenture,
or  under  any  covenant  or  provision  herein  contained,  all  covenants  and
provisions   being  for  the  sole  benefit  of  the  parties   hereto  and  the
Warrantholders.

8.3  Discretion of Directors

     Any  matter  provided  herein to be  determined  by the  Directors  will be
determined  by the Directors in their sole  discretion  and a  determination  so
made, absent manifest error, will be conclusive.

8.4  Counterparts and Formal Date

     This Indenture may be executed in several counterparts,  each of which when
so executed will be deemed to be an original, and the counterparts together will
constitute  one and the same  instrument and  notwithstanding  the date of their
execution  will be deemed to bear the date set out at the top of the first  page
of this Indenture.

     IN WITNESS  WHEREOF the parties  hereto have executed  these presents under
their respective seals and the hands of their proper officers in that behalf.

                                        INFOWAVE SOFTWARE, INC.


                                        By:  ----------------------------------
                                             Authorized Signatory


                                        COMPUTERSHARE TRUST COMPANY OF CANADA


                                        By:  ----------------------------------
                                             Authorized Signatory


                                        By:  ----------------------------------
                                             Authorized Signatory



<PAGE>

                                  SCHEDULE "A"

[For Warrants issued in the United States or to U.S.  Persons only,  include the
following:

"THE SECURITIES  REPRESENTED  HEREBY AND THE SECURITIES  ISSUED UPON EXERCISE OF
THE WARRANT HAVE NOT BEEN REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF
1933,  AS AMENDED (THE  "SECURITIES  ACT") OR UNDER THE  SECURITIES  LAWS OF ANY
STATE. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,  AGREES FOR THE BENEFIT
OF  THE  COMPANY  THAT  SUCH  SECURITIES  MAY  BE  OFFERED,  SOLD  OR  OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 903 OR 904 OF REGULATION S UNDER THE  SECURITIES  ACT, (C) PURSUANT TO
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 OR
RULE 144A  THEREUNDER,  IF AVAILABLE,  OR (D) IN  COMPLIANCE  WITH CERTAIN OTHER
PROCEDURES  SATISFACTORY  TO THE COMPANY.  DELIVERY OF THIS  CERTIFICATE MAY NOT
CONSTITUTE  "GOOD  DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.  AT ANY TIME THAT THE  COMPANY  IS A  "FOREIGN  ISSUER"  AS  DEFINED  IN
REGULATION S UNDER THE  SECURITIES  ACT, A NEW  CERTIFICATE,  BEARING NO LEGEND,
DELIVERY  OF  WHICH  WILL  CONSTITUTE  "GOOD  DELIVERY"  MAY  BE  OBTAINED  FROM
COMPUTERSHARE  TRUST COMPANY OF CANADA UPON DELIVERY OF THIS  CERTIFICATE  AND A
DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY
OF  CANADA  AND THE  COMPANY,  TO THE  EFFECT  THAT THE  SALE OF THE  SECURITIES
REPRESENTED  HEREBY IS BEING MADE IN  COMPLIANCE  WITH RULE 904 OF  REGULATION S
UNDER THE SECURITIES ACT."]

                          COMMON SHARE PURCHASE WARRANT
                           to acquire Common Shares of


                             INFOWAVE SOFTWARE, INC.
   (a company amalgamated under the laws of the Province of British Columbia)


THE RIGHT TO PURCHASE  COMMON  SHARES  UNDER THIS  WARRANT  EXPIRES AT 4:30 P.M.
VANCOUVER  TIME AT THE PLACE OF EXERCISE ON THE WARRANT  EXPIRY DATE (AS DEFINED
BELOW).


Warrant Certificate No. -------        CERTIFICATE FOR ------------------ Common
                                       Share Purchase Warrants, each whole Share
                                       Purchase Warrant entitling the holder
                                       thereof to acquire one Common Share of
                                       Infowave Software, Inc.


<PAGE>
                                      -2-




     THIS IS TO CERTIFY THAT o (the  "holder") is entitled,  upon and subject to
the  terms  and  conditions  set  forth  herein  and  in the  Warrant  Indenture
hereinafter  referred to, to purchase at any time,  before 4:00 p.m.  (Vancouver
time) at the place of  exercise  in  Vancouver  on the  Warrant  Expiry Date (as
defined below),  one fully paid and  non-assessable  common share (a "Share") in
the capital of Infowave  Software,  Inc. (the  "Company") as  constituted on the
date hereof for each whole  Common Share  Purchase  Warrant  (collectively,  the
"Warrants")  by  surrendering  to  Computershare  Trust  Company of Canada  (the
"Warrant  Agent") at its principal  transfer  office in the City of Vancouver or
Toronto this certificate, with an Exercise Form in the form attached hereto duly
completed and executed,  accompanied by a certified cheque,  bank draft or money
order in lawful money of Canada  payable to or to the order of the Company or to
the  Warrant  Agent at par in the City of  Vancouver  in an amount  equal to the
purchase price of the Shares so subscribed for.

     "Warrant Expiry Date" means the earlier of (a) November 23, 2004 and (b) 30
days after the Company  gives written  notice in accordance  with Section 3.5 of
the  Warrant  Indenture  that the closing  price for the Shares has  equalled or
exceeded  at  least  Cdn.$9.00  for a period  of 20  consecutive  trading  days,
provided  the  Company's  Common  Shares are at the time  trading on the Toronto
Stock  Exchange,  New York  Stock  Exchange,  American  Stock  Exchange,  NASDAQ
SmallCap Market or NASDAQ National Market Systems and the Shares  underlying the
Warrants  are not  subject to any lock-up  provisions  imposed by the Company or
Commonwealth Associates LP;

     Surrender of this  certificate  and the  completed  Exercise  Form attached
hereto and payment as provided  above will be deemed to have been  effected only
on  personal  delivery  thereof  to,  or if  sent  by mail  or  other  means  of
transmission  on actual  receipt  thereof  by, the  Warrant  Agent at one of the
cities specified below.

     Subject to adjustment  thereof in the events and in the manner set forth in
the Warrant Indenture  hereinafter referred to, the price payable for each Share
upon the  exercise  of  Warrants  shall be  Cdn.$0.90  per Share (the  "Exercise
Price"), payable in lawful money of the United States of America. Subject to the
following  paragraphs,  the Exercise Price shall be paid by a certified  cheque,
bank draft or money order in lawful  money of Canada  payable to or to the order
of the Company or to the  Warrant  Agent at par in the City of  Vancouver  in an
amount equal to the purchase price of the Shares so subscribed for. The Exercise
Price shall be delivered together with the Exercise Form attached hereto.

     The Warrants  may also be exercised on a "cashless"  basis which allows the
Holder to  exchange a Warrant,  in whole or in part,  for that  number of Common
Shares  (rounded to the next highest  integer) equal to (i) the number of Shares
specified  by the Holder  (the  "Total  Number")  less (ii) the number of Shares
equal to the  quotient  obtained by dividing (x) the product of the Total Number
and the existing  exercise  price of the Warrant by (y) the current market value
of a Share. This formula applies only when the prevailing market price is higher
than the  exercise  price of the  Warrants,  and results in the Company  issuing
fewer Shares, while the holder of Warrants obtains the same economic value.



<PAGE>
                                      -3-



     Certificates  for the Shares  subscribed  for will be mailed to the persons
specified in the Exercise Form  attached  hereto at their  respective  addresses
specified  therein or, if so specified in the Exercise  Form,  delivered to such
persons at the office where this certificate is surrendered. If fewer Shares are
purchased  than the number that can be purchased  pursuant to this  certificate,
the holder hereof will be entitled to receive  without charge a new  certificate
in respect of the balance of the Shares not so purchased.  No fractional  Shares
will be issued upon exercise of any Warrant.

     This certificate evidences Warrants of the Company issued or issuable under
the provisions of a warrant  indenture (which indenture  together with all other
instruments  supplemental  or  ancillary  thereto is herein  referred  to as the
"Warrant  Indenture")  dated as of November 23, 2001 between the Company and the
Warrant  Agent,  to  which  Warrant  Indenture  reference  is  hereby  made  for
particulars  of the rights of the holders of the  Warrants,  the Company and the
Warrant  Agent in  respect  thereof  and the terms and  conditions  on which the
Warrants are issued and held, all to the same effect as if the provisions of the
Warrant  Indenture  were  herein  set forth  and to all of which  the  holder by
acceptance  hereof assents.  The Company will furnish to the holder,  on request
and  without  charge,  a copy of the  Warrant  Indenture.  In the  event  of any
inconsistency  between the terms set forth in this  certificate and the terms of
the Warrant Indenture, the terms of the Warrant Indenture shall govern.

     On  presentation  at the principal  transfer office of the Warrant Agent in
the City of  Vancouver,  British  Columbia,  subject  to the  provisions  of the
Warrant  Indenture and on compliance  with the  reasonable  requirements  of the
Warrant Agent, one or more Warrant certificates may be exchanged for one or more
Warrant  certificates  entitling the holder thereof to purchase in the aggregate
an equal number of Shares as are  purchasable  under the Warrant  certificate or
certificates so exchanged.

     The Warrant  Indenture  contains  provisions  for (i) the adjustment of the
price  payable  for  each  Share  upon  the  exercise  of  Warrants  outstanding
thereunder and (ii)  resolutions  passed at meetings of  Warrantholders  held in
accordance  with the  provisions  of the Warrant  Indenture and  instruments  in
writing signed by holders of Warrants  entitled to purchase a specific  majority
of the Shares that can be purchased pursuant to such Warrants.

     Nothing contained in this  certificate,  the Warrant Indenture or elsewhere
shall be construed as  conferring  upon the holder  hereof any right of interest
whatsoever as a holder of Shares or any other right or interest except as herein
and in the Warrant Indenture expressly provided.

     The Warrants  evidenced  by this  certificate  are  issuable  only as fully
registered  Warrants.  Warrants  may  only be  transferred  in  accordance  with
applicable  securities  laws,  the rules of The Toronto  Stock  Exchange (or any
other stock exchange on which the Shares are listed) and on compliance  with the
conditions  of the  Warrant  Indenture.  In  addition,  Warrants  will  only  be
transferred  for the purposes of the register to be kept by and at the principal
offices of the Warrant  Agent in Vancouver  and Toronto and by the Warrant Agent
or such other registrar as the Company,  with the approval of the Warrant Agent,
may appoint at such other place or places,  if any, as may be  designated,  upon
the surrender of the Warrant certificate to the



<PAGE>
                                      -4-



Warrant Agent or other registrar accompanied by a written instrument of transfer
in form and execution  satisfactory  to the Warrant Agent or other registrar and
upon compliance with the conditions prescribed in the Warrant Indenture and with
such  reasonable  requirements  as the  Warrant  Agent  or other  registrar  may
prescribe and upon the transfer being duly noted thereon by the Warrant Agent or
other registrar.

     The  Warrants  represented  hereby  and  securities  which may be  acquired
hereunder  have not been and will not be  registered  under  the  United  States
Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities
laws of any state of the United States, and the Warrants  represented hereby may
not be exercised in the United States or by or on behalf of any U.S.  person (as
defined in Regulation S under the U.S.  Securities Act) unless an exemption from
registration  under the U.S.  Securities  Act is  available,  and the holder has
furnished  an opinion of counsel of  recognized  standing in form and  substance
satisfactory  to the Company to such effect or such other evidence  satisfactory
to the Company, provided that a holder that purchased this Warrant directly from
the Company  pursuant to a written  subscription  agreement  for the purchase of
Units  consisting of Common Shares and Warrants and each of the  representations
and  warranties  made at the  time of  subscription  for the  purchase  of Units
remains  true and correct on the date of  exercise  of the Warrant  shall not be
required to furnish an opinion of counsel.

     Time is of the essence hereof.

     This  Warrant  Certificate  will not be valid for any purpose  until it has
been countersigned by or on behalf of the Warrant Agent for the time being under
the Warrant Indenture.

     IN WITNESS  WHEREOF the Company has caused this Warrant  certificate  to be
duly signed as of -------------------, -----.

                                        INFOWAVE SOFTWARE, INC.


                                        By:  ----------------------------------
                                             Authorized Signatory


                                        COMPUTERSHARE TRUST COMPANY OF CANADA


                                        By:  ----------------------------------
                                             Authorized Signatory


                                        By:  ----------------------------------
                                             Authorized Signatory




<PAGE>

                                  TRANSFER FORM


     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
            (Please print or typewrite name and address of assignee)


--------------------------------------------------------------------------------

------------------------------------------- Warrant(s) represented by the within
certificate, and do(es) hereby irrevocably constitute and appoint --------------
------------------------------------ the attorney of the undersigned to transfer
the said Warrant(s) on the register of Warrants maintained by the Warrant Agent
with full power of substitution hereunder.

     DATED this ----- day of ------------------, ------------.



                                        ----------------------------------------
                                        Signature of Warrantholder


-----------------------------           ----------------------------------------
Signature Guarantee                     Name of Warrantholder (please print)


The signature of the  Warrantholder  to this assignment must correspond  exactly
with  the name of the  Warrantholder  as set  forth on the face of this  Warrant
certificate in every particular, without alteration or enlargement or any change
whatsoever and the signature must be guaranteed by a Canadian  chartered bank or
by a Canadian trust company or by a medallion  signature guarantee from a member
of a recognized Signature Medallion Guarantee Program.

The Warrants  represented  hereby and securities which may be acquired hereunder
have not been and will not be registered under the United States  Securities Act
of 1933, as amended (the "U.S.  Securities  Act") or the securities  laws of any
state of the  United  States,  and the  Warrants  represented  hereby may not be
exercised in the United States or by or on behalf of any U.S. person (as defined
in  Regulation  S under  the U.S.  Securities  Act)  unless  an  exemption  from
registration  under the U.S.  Securities  Act is  available,  and the holder has
furnished  an opinion of counsel of  recognized  standing in form and  substance
satisfactory  to the Company to such effect or such other evidence  satisfactory
to the Company, provided that a holder that purchased this Warrant directly from
the Company  pursuant to a written  subscription  agreement  for the purchase of
Units  consisting of Common Shares and Warrants and each of the  representations
and  warranties  made at the  time of  subscription  for the  purchase  of Units
remains  true and correct on the date of  exercise  of the Warrant  shall not be
required to furnish an opinion of counsel.




<PAGE>
                                  EXERCISE FORM

TO:    Infowave Software, Inc. (the "Company")
       c/o Computershare Trust Company of Canada
       510 Burrard Street
       Vancouver, B.C.
       V6C 3B9


(1)  The undersigned holder of the within Warrant  Certificate hereby subscribes
for  __________________  shares ("Shares") of Infowave  Software,  Inc. (or such
number of Shares or other  securities  or  property  to which such  subscription
entitles him or her in lieu thereof or in addition  thereto under the provisions
of the Warrant Indenture  mentioned in the attached Warrant  certificate) at the
price determined  under, and on the terms specified in, the Warrant  certificate
and Warrant Indenture and (please check one (only) of the following):

     A.   |_| encloses  herewith a bank draft,  certified  cheque or money order
          payable at par to or to the order of  Computershare  Trust  Company of
          Canada in payment therefor; OR

     B.   |_|  elects  to  purchase  such  shares  under the  cashless  exercise
          provisions set forth in subsection 3.2.

(2)  The undersigned hereby  irrevocably  directs that the said Shares be issued
and  delivered  as  follows.  [Notice to  Holders:  Shares to be held  through a
Registered Retirement Savings Plan should be sent directly to the trustee of the
plan  directly from the Company or such shares will not qualify for inclusion in
such a plan.]

                               Address(es)*
Name(s) in Full                (Include Postal Code)        Number(s) of Shares
---------------                ---------------------        -------------------
---------------                ---------------------        -------------------
---------------                ---------------------        -------------------
---------------                ---------------------        -------------------

     *    Certificates  representing Shares will not be registered or deliver to
          an  address  in the  United  States  unless  Box 3A or Box 3B below is
          checked.


(3)  The undersigned  represents,  warrants and certifies as follows (one (only)
of the following must be checked):

     A.   |_| The undersigned holder (i) at the time of exercise of this Warrant
          is not in the United States; (ii) is not a "U.S. person" as defined in
          Regulation  S under  the  United  States  Securities  Act of 1933,  as
          amended (the "U.S. Securities Act") and


<PAGE>
                                      -2-



          is not exercising this Warrant on behalf of a "U.S. person"; and (iii)
          did not execute or deliver this Exercise Form in the United States.

     B.   |_| The  undersigned  holder (i) purchased the Warrants  directly from
          the  Company  pursuant  to a written  subscription  agreement  for the
          purchase of Units  consisting of Common  Shares and Warrants;  (ii) is
          exercising  the Warrants  solely for its own account and not on behalf
          of any  other  person;  and  (iii)  each  of the  representations  and
          warranties made at the time of subscription  for the purchase of Units
          remains true and correct on the date of exercise of the Warrants.

     C.   |_| The  undersigned  holder  has  delivered  to  Computershare  Trust
          Company of Canada an opinion of counsel  (which will not be sufficient
          unless  it is from  counsel  of  recognized  standing  and in form and
          substance satisfactory to the Company) to the effect that an exemption
          from the  registration  requirements  of the U.S.  Securities  Act and
          applicable state securities laws is available.

The  undersigned  holder  understands  that unless box 3A above is checked,  the
certificate  representing  the Shares  will bear a legend  restricting  transfer
without  registration  under  the  U.S.  Securities  Act  and  applicable  state
securities laws unless an exemption from registration is available.


(Please  print full name in which Share  certificates  are to be issued.  If any
Shares are to be issued to a person or persons other than the Warrantholder, the
Warrantholder must pay to the Warrant Agent all exigible transfer taxes or other
government charges.)


DATED this ---------  of ----------------------, ---------------.



-----------------------------        ------------------------------------------
Signature Guaranteed by:             Signature of Subscriber*

                                     ------------------------------------------
                                     Name of Subscriber

                                     ------------------------------------------

                                     ------------------------------------------
                                     Address of Subscriber (include postal code)


*    This  signature  must  correspond  exactly  with the name  appearing on the
     registration panel.

|_|  Please  check  box if the Share  certificates  are to be  delivered  at the
     office where this Warrant  certificate  is  surrendered,  failing which the
     certificates will be mailed.



<PAGE>
                                      -3-




THE RIGHT TO PURCHASE SHARES UNDER THIS WARRANT  EXPIRES AT 4:00 P.M.  VANCOUVER
TIME ON THE WARRANT EXPIRY DATE.





<PAGE>

                               REGISTRATION PANEL

       (No writing hereon except by the Warrant Agent or other Registrar)


Warrant Agent or      In Whose Name      Place of         Date of
Registrar             Registered         Registration     Registration   Other
---------             ----------         ------------     ------------   -----