EXHIBIT 4.1



                            SPECIAL WARRANT INDENTURE



                           Providing for the Issue of
                                Special Warrants



                                     BETWEEN



                             INFOWAVE SOFTWARE, INC.



                                     - and -



                           COMPUTERSHARE TRUST COMPANY
                                    OF CANADA



                          Dated as of November 23, 2001





                          BLAKE, CASSELS & GRAYDON LLP
                         Suite 2600, 595 Burrard Street
                           Vancouver, British Columbia
                                     V7X 1L3






<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I
                                 INTERPRETATION

1.1  Definitions...............................................................1
1.2  Gender and Number.........................................................5
1.3  Interpretation not Affected by Headings, etc..............................5
1.4  Day not a Business Day....................................................5
1.5  Time of the Essence.......................................................5
1.6  Currency .................................................................5
1.7  Applicable Law............................................................5

                                   ARTICLE II
                            ISSUE OF SPECIAL WARRANTS

2.1  Issue of Special Warrants.................................................5
2.2  Terms of Special Warrants.................................................5
2.3  Warrant Holder not a Shareholder..........................................6
2.4  Special Warrants to Rank Pari Passu.......................................6
2.5  Form of Special Warrants..................................................6
2.6  Signing of Warrant Certificates...........................................6
2.7  Certification by the Trustee..............................................6
2.8  Issue in Substitution for Warrant Certificates Lost, etc..................7
2.9  Exchange of Warrant Certificates..........................................7
2.10 Transfer of Special Warrants..............................................7
2.11 Charges for Exchange or Transfer..........................................8
2.12 Cancellation of Surrendered Special Warrants..............................8
2.13 U.S. Legends..............................................................8
2.14 Certain Transfers........................................................10

                                   ARTICLE III
                          EXERCISE OF SPECIAL WARRANTS

3.1  Method of Exercise of Special Warrants...................................10
3.2  Effect of Exercise of Special Warrants...................................11
3.3  Partial Exercise of Special Warrants; Fractions..........................12
3.4  Expiration of Special Warrants...........................................13
3.5  Accounting and Recording.................................................13
3.6  Deemed Exercise..........................................................13
3.7  Securities Restrictions..................................................13

                                   ARTICLE IV
                            escrow and DIVIDEND FUNDS

4.1  Deposit of Escrow Funds with Trustee.....................................14
4.2  Administration of Escrow Funds...........................................14
4.3  Deposit of Escrow Funds..................................................14
4.4  Conditions to Release of Escrow Funds....................................14
4.5  Conditions to Release of Dividend Funds and Property.....................15
4.6  Administration of Dividend Funds and Property............................15



<PAGE>
                                       ii



                                    ARTICLE V
                      ADJUSTMENT OF NUMBER OF COMMON SHARES

5.1  Adjustment of Number of Common Shares....................................16
5.2  Entitlement to Shares on Exercise of Special Warrant.....................17
5.3  No Adjustment for Stock Options..........................................17
5.4  Determination by Corporation's Auditors..................................17
5.5  Proceedings Prior to any Action Requiring Adjustment.....................18
5.6  Certificate of Adjustment................................................18
5.7  Notice of Special Matters................................................18
5.8  No Action after Notice...................................................18
5.9  Protection of Trustee....................................................18

                                   ARTICLE VI
                     RIGHTS AND COVENANTS OF THE CORPORATION

6.1  Optional Purchases by the Corporation....................................19
6.2  General Covenants........................................................19
6.3  Trustee's Remuneration and Expenses......................................20
6.4  Securities Qualification Requirements....................................20
6.5  Performance of Covenants by Trustee......................................21

                                   ARTICLE VII
                                   ENFORCEMENT

7.1  Suits by Warrant Holders.................................................21
7.2  Immunity of Shareholders, etc............................................21
7.3  Limitation of Liability..................................................21
7.4  Waiver of Default........................................................22

                                  ARTICLE VIII
                           MEETINGS OF WARRANT HOLDERS

8.1  Right to Convene Meetings................................................22
8.2  Notice   ................................................................22
8.3  Chairman 23
8.4  Quorum   23
8.5  Power to Adjourn.........................................................23
8.6  Poll and Voting..........................................................23
8.7  Regulations..............................................................23
8.8  Corporation and Trustee May be Represented...............................24
8.9  Powers Exercisable by Extraordinary Resolution...........................24
8.10 Meaning of Extraordinary Resolution......................................25
8.11 Powers Cumulative........................................................26
8.12 Minutes  26
8.13 Instruments in Writing...................................................26
8.14 Binding Effect of Resolutions............................................27
8.15 Holdings by Corporation Disregarded......................................27


<PAGE>

                                      iii



                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

9.1  Provision for Supplemental Indentures for Certain Purposes...............27
9.2  Successor Corporations...................................................28

                                    ARTICLE X
                             CONCERNING THE TRUSTEE

10.1 Trust Indenture Legislation..............................................28
10.3 Indemnification..........................................................29
10.4 Evidence, Experts and Advisers...........................................29
10.5 Actions by Trustee to Protect Interest...................................30
10.6 Trustee Not Required to Give Security....................................30
10.7 Protection of Trustee....................................................30
10.8 Replacement of Trustee; Successor by Merger..............................31
10.9 Conflict of Interest.....................................................31
10.10Acceptance of Trust......................................................32
10.11Trustee Not to be Appointed Receiver.....................................32

                                   ARTICLE XI
                                     GENERAL

11.1 Notice to the Corporation and the Trustee................................32
11.2 Notice to Warrant Holders................................................33
11.3 Ownership of Special Warrants............................................33
11.4 Counterparts.............................................................33
11.5 Satisfaction and Discharge of Indenture..................................34
11.6 Provisions of Indenture and Special Warrants for the
      Sole Benefit of Parties and Warrant Holders......... ...................34
11.7 Common Shares or Special Warrants Owned by the Corporation or
      its Subsidiaries - Certificate to be Provided...........................34
11.8 Events of Default........................................................35




<PAGE>

     THIS  SPECIAL  WARRANT  INDENTURE  is made as of the 23rd day of  November,
2001.

BETWEEN:

          INFOWAVE SOFTWARE,  INC., a corporation incorporated under the laws of
          British  Columbia,  with its registered and records office in the City
          of  Vancouver,  British  Columbia  (hereinafter  referred  to  as  the
          "Corporation")

                                                               OF THE FIRST PART

AND:

          COMPUTERSHARE  TRUST COMPANY OF CANADA,  a trust company  incorporated
          under the laws of Canada and  authorized  to carry on  business in all
          Provinces of Canada (hereinafter referred to as the "Trustee")

                                                              OF THE SECOND PART

          WHEREAS:

A. the  Corporation is proposing to issue up to 35,000,000  Special  Warrants in
the manner herein set forth;

B. all acts and deeds necessary have been done and performed to make the Special
Warrants,  when issued as provided in this Indenture,  legal,  valid and binding
upon  the  Corporation  with  the  benefits  and  subject  to the  terms of this
Indenture; and

C. the foregoing recitals are made as representations  and statements of fact by
the Corporation and not by the Trustee;

     NOW THEREFORE, the parties hereto agree as follows:


                                   ARTICLE I
                                 INTERPRETATION
                                 --------------


1.1       Definitions

          In this Indenture, including the recitals and schedules hereto, and in
all indentures supplemental hereto:

     (a)  "Agents" means  Commonwealth  Associates,  L.P. and Canaccord  Capital
          Corporation;

     (b)  "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 to the
          rights,  duties and obligations of trustees and of corporations  under
          trust  indentures,  to the extent that such provisions are at the time
          in force and applicable to this Indenture;



<PAGE>
                                      -2-



     (c)  "ApprovalDeadline"  means October 1, 2001 or such later date as may be
          agreed  to by the  Agents  and  the  Corporation  with  notice  to the
          Trustee;

     (d)  "Business  Day" means a day which is not Saturday or Sunday or a legal
          holiday in the City of Vancouver, British Columbia;

     (e)  "Closing Date" means November 23, 2001;

     (f)  "Common  Shares" means common shares of the  Corporation  as presently
          constituted;

     (g)  "Corporation's  Auditors" means a firm of chartered  accountants  duly
          appointed as auditors of the Corporation;

     (h)  "Counsel"  means a barrister or solicitor or a firm of barristers  and
          solicitors  retained by the Trustee or retained by the Corporation and
          acceptable to the Trustee;

     (i)  "Current  Market  Price" of the  Common  Shares at any date  means the
          weighted  average  closing  price for such shares for the period of 20
          Trading Days ending  immediately  prior to such date on the TSE (or if
          there is not a closing price on any such days,  the average of the bid
          and ask  prices)  or, if on any such days the  Common  Shares  are not
          listed on the TSE, on such stock  exchange  upon which such shares are
          listed and as  selected by the  directors,  or, if such shares are not
          listed on any stock exchange,  then on such over-the-counter market as
          may be selected for such purpose by the directors;

     (j)  "Designated  Provinces"  means  the  provinces  of  British  Columbia,
          Manitoba, Ontario and Alberta;

     (k)  "director" means a director of the Corporation for the time being and,
          unless  otherwise  specified  herein,  reference  to  action  "by  the
          directors" means action by the directors of the Corporation as a board
          or, whenever duly empowered, action by any committee of such board;

     (l)  "Dividend  Funds"  means all cash  dividends  and other  distributions
          deposited with the Trustee pursuant to subsection 6.2(i);

     (m)  "Escrow Funds" means an amount equal to 30% of the gross proceeds from
          the sale of  Special  Warrants  as  certified  to the  Trustee  by the
          Company and the Agent delivering such proceeds;

     (n)  "Exercise Date" shall have the meaning ascribed to it in Section 3;

     (o)  "Expiry  Date" means,  with respect to any Special  Warrant,  the date
          which is the earlier of:

          (i)   three Business Days after the Qualification Date;

          (ii)  12 months after the Closing Date; and

          (iii) the date on  which  all  of  the  Special  Warrants  have  been
                exercised.



<PAGE>
                                      -3-



     (p)  "extraordinary resolution" has the meaning set forth in Section 8.10;

     (q)  "person"  means an individual,  body  corporate,  partnership,  trust,
          trustee,   executor,   administrator,   legal  representative  or  any
          unincorporated organization;

     (r)  "Preliminary  Prospectus" means the preliminary prospectus to be filed
          with the Securities Commissions and any amendments thereto, in respect
          of the  distribution  of Common  Shares  upon the  exercise of Special
          Warrants;

     (s)  "Property"  means  all  property  and  securities  deposited  with the
          Trustee pursuant to subsection 6.2(i);

     (t)  "Prospectus"  means  the  (final)  prospectus  to be  filed  with  the
          Securities  Commissions and any amendments  thereto, in respect of the
          distribution of Units upon the exercise of Special Warrants;

     (u)  "Purchase  Warrants"  means  Common  Share  purchase  warrants  of the
          Corporation to be issued under a share purchase  warrant  indenture to
          be entered into between the Corporation and the Trustee as of the date
          hereof;

     (v)  "Qualification  Date"  means the date that the last of the  Securities
          Commissions issues a receipt for the Prospectus;

     (w)  "Receipts"  means the receipts for the Prospectus to be issued by each
          of the Securities Commissions;

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

     (y)  "Regulation S" means Regulation S under the U.S. Securities Act;

     (z)  "Repurchase Date" has the meaning set forth in Section 3.7;

     (aa) "Securities  Commissions" means the securities regulatory  authorities
          in the Designated Provinces;

     (bb) "Shareholder" means a holder of record of one or more Common Shares;

     (cc) "Special   Warrants"  means  the  transferable   warrants  issued  and
          certified  hereunder and for the time being outstanding  entitling the
          holder to acquire Common Shares and Purchase Warrants;

     (dd) "this  Special  Warrant   Indenture",   "this  Indenture",   "herein",
          "hereby",  "hereof'  and  similar  expressions  mean and refer to this
          Indenture and any indenture,  deed or instrument  supplemental hereto;
          and the expressions "Article", "Section", "subsection" and "paragraph"
          followed by a number,  letter or both mean and refer to the  specified
          article, section, subsection or paragraph of this Indenture;

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



<PAGE>

                                      -4-



     (ff) "Trading Day" means, with respect to a stock exchange,  a day on which
          such exchange is open for the transaction of business;

     (gg) "TSE" means the Toronto Stock Exchange;

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

     (ii) "Unit" means a unit  consisting  of one Common  Shares and one-half of
          one Purchase Warrants issuable upon exercise or deemed exercise of one
          Special Warrant.

     (jj) "U.S.  Person" means U.S. Person as that term is defined in Regulation
          S under the U.S. Securities Act;

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

     (ll) "Voting  Shares" means shares of the capital stock of any class of any
          corporation  carrying voting rights under all circumstances,  provided
          that, for the purposes of such definition, shares which only carry the
          right to vote  conditionally on the happening of an event shall not be
          considered  Voting  Shares,  whether  or not  such  event  shall  have
          occurred,  nor shall any shares be deemed to cease to be Voting Shares
          solely  by  reason of a right to vote  accruing  to shares of  another
          class or classes by reason of the happening of any such event;

     (mm) "Warrant Agency" means the principal office of the Trustee in the City
          of Vancouver and/or such other place or places as may be designated in
          accordance with subsection 3.1(c);

     (nn) "Warrant  Certificate"  means a  certificate  issued  on or after  the
          Closing Date to evidence Special Warrants;

     (oo) "Warrant Holders",  "Warrantholders" or "holders" without reference to
          Common Shares,  means the persons who are registered owners of Special
          Warrants;

     (pp) "Warrant  Holders'  Request" means an instrument signed in one or more
          counterparts by Warrant  Holders  entitled to acquire in the aggregate
          not less than 25% of the aggregate number of Common Shares which could
          be acquired  pursuant to the  exercise  of all Special  Warrants  then
          unexercised  and  outstanding,  requesting  the  Trustee  to take some
          action or proceeding specified therein: and

     (qq) "written  order  of  the   Corporation",   "written   request  of  the
          Corporation", "written consent of the Corporation" and "certificate of
          the Corporation" mean, respectively, a written order, request, consent
          and certificate signed in the name of the Corporation by its Chairman,
          President  or a  Vice-President,  and  may  consist  of  one  or  more
          instruments so executed.



<PAGE>

                                      -5-



1.2       Gender and Number

          Unless  herein  otherwise  expressly  provided  or unless the  context
otherwise  requires,  words  importing the singular  include the plural and vice
versa and words importing gender include both genders.

1.3       Interpretation not Affected by Headings, etc.

          The  division  of this  Indenture  into  Articles  and  Sections,  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 of this Indenture.

1.4       Day not a Business Day

          In the event that any day on or before which any action is required to
be taken  hereunder is not a Business Day, then such action shall be required to
be taken at or before the requisite  time on the next  succeeding  day that is a
Business Day.

1.5       Time of the Essence

          Time shall be of the essence of this Indenture.

1.6       Currency

          Except as otherwise stated, all dollar amounts herein are expressed in
Canadian dollars.

1.7       Applicable Law

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


                                   ARTICLE II
                            ISSUE OF SPECIAL WARRANTS
                            -------------------------

2.1       Issue of Special Warrants

          Up to 35,000,000 Special Warrants are hereby created and authorized to
be issued.

2.2       Terms of Special Warrants

     (a)  Each Special Warrant shall entitle the holder  thereof,  upon exercise
          or  deemed  exercise  and at no  additional  cost  to the  holder,  to
          acquire,  subject to adjustment  in accordance  with Article 5 hereof,
          one Unit;

     (b)  No fractional  Special Warrants shall be issued or otherwise  provided
          for hereunder.



<PAGE>

                                      -6-



2.3       Warrant Holder not a Shareholder

          Except as provided for in subsection 6.2(i), nothing in this Indenture
or in the  holding of a Special  Warrant or Warrant  Certificate  or  otherwise,
shall, in itself, confer or be construed as conferring upon a Warrant Holder any
right or interest whatsoever as a Shareholder or as any other security holder of
the Corporation, including, but not limited to, the right to vote at, to receive
notice of, or to attend,  meetings of shareholders  or any other  proceedings of
the Corporation, or the right to receive dividends and other distributions.

2.4       Special Warrants to Rank Pari Passu

          All Special Warrants shall rank pari passu, whatever may be the actual
date of issue thereof.

2.5       Form of Special Warrants

          The  Warrant  Certificates   (including  all  replacements  issued  in
accordance with this Indenture)  shall be  substantially  in the form set out in
Schedule  "A"  hereto,  shall be dated as of the Closing  Date,  shall bear such
distinguishing  letters and numbers as the Corporation may, with the approval of
the  Trustee,  prescribe,  and shall be issuable in any  denomination  excluding
fractions.

2.6       Signing of Warrant Certificates

          The Warrant  Certificates  shall be signed by any one of the directors
and  officers  of  the  Corporation  and  need  not be  under  the  seal  of the
Corporation.  The signatures of any such director or officer may be mechanically
reproduced  in  facsimile  and  Warrant   Certificates  bearing  such  facsimile
signatures  shall be binding upon the  Corporation  as if they had been manually
signed by such director or officer. Notwithstanding that any person whose manual
or  facsimile  signature  appears on any  Warrant  Certificate  as a director or
officer may no longer hold office at the date of such Warrant  Certificate or at
the date of certification or delivery thereof, any Warrant Certificate signed as
aforesaid  shall,  subject  to  Section  2.7,  be  valid  and  binding  upon the
Corporation  and the holder  thereof  shall be entitled to the  benefits of this
Indenture.

2.7       Certification by the Trustee

     (a)  The  Trustee  shall  certify  Warrant  Certificates  upon the  written
          direction of the Corporation.  No Warrant  Certificate shall be issued
          or, if issued, shall be valid for any purpose or entitle the holder to
          the benefit hereof until it has been certified by manual  signature by
          or on  behalf  of  the  Trustee  substantially  in  the  form  of  the
          certificate set out in Schedule "A" hereto,  and such certification by
          the Trustee upon any Warrant  Certificate shall be conclusive evidence
          as against the Corporation  that the Warrant  Certificate so certified
          has been duly issued  hereunder and that the holder is entitled to the
          benefits hereof.

     (b)  The  certification  of the  Trustee  on  Warrant  Certificates  issued
          hereunder  shall not be construed as a  representation  or warranty by
          the  Trustee  as to the  validity  of this  Indenture  or the  Warrant
          Certificates (except the due certification thereof by the Trustee) and
          the Trustee  shall in no respect be liable or  answerable  for the use
          made of the Warrant Certificate or any of them or of the consideration
          therefor except as otherwise specified herein.


<PAGE>

                                      -7-



2.8       Issue in Substitution for Warrant Certificates Lost, etc.

     (a)  If any Warrant Certificate becomes mutilated or is lost,  destroyed or
          stolen,  the  Corporation,  subject to applicable law, shall issue and
          thereupon  the  Trustee  shall  certify  and  deliver,  a new  Warrant
          Certificate  of like tenor as the one  mutilated,  lost,  destroyed or
          stolen in exchange for and in place of and upon  cancellation  of such
          mutilated Warrant  Certificate,  or in lieu of and in substitution for
          such  lost,   destroyed  or  stolen  Warrant   Certificate,   and  the
          substituted  Warrant  Certificate  shall be in a form  approved by the
          Trustee and the Special Warrants  evidenced  thereby shall be entitled
          to the benefits  hereof and shall rank equally in accordance  with its
          terms  with  all  other  Special  Warrants  issued  or  to  be  issued
          hereunder.

     (b)  The applicant for the issue of a new Warrant  Certificate  pursuant to
          this Section 2.8 shall bear the cost of the issue  thereof and in case
          of loss,  destruction or theft, shall, as a condition precedent to the
          issue  thereof,  furnish to the  Corporation  and to the Trustee  such
          evidence of  ownership  and of the loss,  destruction  or theft of the
          Warrant  Certificate  so  lost,   destroyed  or  stolen  as  shall  be
          satisfactory  to the  Corporation  and to the  Trustee,  in their sole
          discretion,  and such  applicant  may also be  required  to furnish an
          indemnity  and a surety  bond in amount and form  satisfactory  to the
          Corporation and the Trustee,  in their sole discretion,  and shall pay
          the  reasonable   charges  of  the  Corporation  and  the  Trustee  in
          connection therewith.

2.9       Exchange of Warrant Certificates

     (a)  Any  one or more  Warrant  Certificates  representing  any  number  of
          Special Warrants may, upon compliance with the reasonable requirements
          of  the  Trustee,   be  exchanged   for  one  or  more  other  Warrant
          Certificates   representing  the  same  aggregate  number  of  Special
          Warrants  as  represented  by  the  Warrant   Certificate  or  Warrant
          Certificates so exchanged.

     (b)  Warrant Certificates may be exchanged only at the Warrant Agency or at
          any  other  place  that is  designated  by the  Corporation  with  the
          approval of the Trustee. Any Warrant Certificate tendered for exchange
          shall be  cancelled  and  surrendered  by the  Warrant  Agency  to the
          Trustee.

2.10      Transfer of Special Warrants

          The Special  Warrants may only be  transferred on the register kept at
the Warrant  Agency by the holder or its legal  representatives  or its attorney
duly appointed by an instrument in writing in form and execution satisfactory to
the  Trustee,   upon  surrendering  to  the  Trustee  the  Warrant  Certificates
representing the Special Warrants to be transferred and upon compliance with:

     (a)  the conditions herein;

     (b)  such reasonable requirements as the Trustee may prescribe;

     (c)  all applicable  securities  legislation and requirements of regulatory
          authorities including without limitation, any undertaking given to the
          TSE as confirmed by the Transferor  and Transferee by their  execution
          of the transfer form attached to the Warrant Certificate; and

     (d)  Sections 2.13 and 2.14 hereof, if applicable.



<PAGE>
                                      -8-




2.11      Charges for Exchange or Transfer

          Except as otherwise  herein  provided,  a  reasonable  charge shall be
levied by the Trustee in respect of the exchange of any Warrant  Certificate  or
the issue of a new Warrant  Certificate(s)  pursuant  hereto  provided  that the
reimbursement of the Trustee or the Corporation for any and all transfer,  stamp
or similar taxes or other governmental charges required to be paid shall be made
by the holder  requesting such transfer or exchange as a condition  precedent to
such transfer or exchange.

2.12      Cancellation of Surrendered Special Warrants

          All Warrant  Certificates  surrendered  pursuant to Sections 2.8, 2.9,
2.10,  3.1,  3.3, 3.6 or 6.1 shall be returned to the Trustee for  cancellation,
shall be  cancelled  by the  Trustee  and,  after the  expiry  of any  period of
retention  prescribed by law,  shall be destroyed by the Trustee or delivered to
the Corporation if it so requests. Upon request by the Corporation,  the Trustee
shall  furnish to the  Corporation  a destruction  certificate  identifying  the
Warrant  Certificates  so destroyed,  the number of Special  Warrants  evidenced
thereby,  the number of Common Shares and Purchase  Warrants  issued pursuant to
such  Special  Warrants  and the details of any Warrant  Certificates  issued in
substitution or exchange for such Warrant Certificates destroyed.

2.13      U.S. Legends

     (a)  The Trustee understands and acknowledges that the Special Warrants and
          the Common Shares and Purchase  Warrants issuable upon exercise of the
          Special  Warrants have not been and will not be  registered  under the
          U.S. Securities Act.

     (b)  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 or  Purchase  Warrants  issued  upon  exercise of
          Warrants in the United States or by or on behalf of a U.S. person, and
          all certificates  representing  Shares or Purchase  Warrants 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 CORPORATION
          THAT SUCH  SECURITIES  MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
          ONLY  (A) TO  THE  CORPORATION,  (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 CORPORATION.  DELIVERY OF THIS CERTIFICATE MAY NOT
          CONSTITUTE  "GOOD  DELIVERY" IN  SETTLEMENT OF  TRANSACTIONS  ON STOCK
          EXCHANGES IN CANADA. AT



<PAGE>
                                      -9-



          ANY TIME THAT THE  CORPORATION  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
          CORPORATION, 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 Special Warrants,  Common Shares issuable upon exercise of
Special  Warrants or Common Shares  issuable upon exercise of Purchase  Warrants
are being sold in  accordance  with Rule 904 of Regulation S under the 1933 Act,
and  provided  that the  Company is a  "foreign  issuer"  within the  meaning of
Regulation  S at the time of sale,  the  legend  may be  removed  if the  holder
provides  a  declaration  to the  Trustee  to the  following  effect  (or as the
Corporation may prescribe from time to time):

          "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  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  and (6) the contemplated  sale is not a transaction,  or
          part  of  a  series  of  transaction  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. Terms used  herein have the
          meanings given to them by Regulation S";

and provided,  further,  that, if any such  securities are being sold within the
United States in compliance with the exemption from registration  under the U.S.
Securities Act provided by Rule 144 or Rule 144A thereunder,  if available,  the
legend may be removed by delivery to the  registrar  and  transfer  agent of the
securities  of  an  opinion  of  counsel  of  recognized   standing   reasonably
satisfactory to the Company, that


<PAGE>
                                      -10-



such legend is no longer  required  under  applicable  requirements  of the U.S.
Securities Act or state securities laws.


2.14      Certain Transfers

     (a)  If a Warrant  Certificate  tendered for transfer  bears the legend set
          forth in  subsection  2.13(b),  the Trustee  shall not  register  such
          transfer  unless the  transferor  has  provided  the Trustee  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  Rule  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.

     (b)  If a  Warrant  Certificate  tendered  for  transfer  does not bear the
          legend set forth in subsection  2.13(b) hereof,  the Trustee shall not
          register such transfer if it has reason to believe that the transferee
          is a U.S. Person,  is in the United States or is acquiring the Special
          Warrants evidenced thereby for the account or benefit of a U.S. Person
          or a person in the United States.


                                  ARTICLE III
                          EXERCISE OF SPECIAL WARRANTS
                          ----------------------------

3.1       Method of Exercise of Special Warrants

     (a)  The holder of any Special  Warrant may exercise the right conferred on
          such  holder to acquire  Units by  surrendering,  prior to the Time of
          Expiry,  to the  Warrant  Agency the Warrant  Certificate  with a duly
          completed and executed  exercise form.  Subject to section  3.6(b),  a
          Warrant Certificate with the duly completed and executed exercise form
          referred  to  in  this  subsection   3.1(a)  shall  be  deemed  to  be
          surrendered only upon personal delivery thereof or, if sent by mail or
          other means of  transmission,  upon actual receipt thereof at, in each
          case, the Warrant Agency.

     (b)  Any exercise form referred to in subsection  3.1(a) shall be signed by
          the Warrant Holder and shall specify:

          (i)  the number of Units which the holder wishes to acquire (being not
               more than those which the holder is entitled to acquire  pursuant
               to the Warrant Certificate(s) surrendered);

          (ii) the person or persons in whose name or names such  Common  Shares
               and Purchase Warrants are to be issued;

          (iii) the address or addresses of such persons; and

          (iv) the number of Units to be issued to each such person if more than
               one person is so specified.



<PAGE>
                                      -11-



          If any of the  Units  subscribed  for are to be  issued to a person or
          persons other than the Warrant Holder, the Warrant Holder shall pay to
          the Corporation,  or the Trustee,  on behalf of the  Corporation,  all
          applicable  transfer or similar taxes and the Corporation shall not be
          required to issue or deliver certificates  evidencing Common Shares or
          Purchase  Warrants unless or until such Warrant Holder shall have paid
          to the Corporation,  or the Trustee on behalf of the Corporation,  the
          amount of such tax or shall have  established to the  satisfaction  of
          the Corporation that such tax has been paid or that no tax is due.

     (c)  In connection with the exchange of Warrant  Certificates  and exercise
          of  Special   Warrants  and  compliance  with  such  other  terms  and
          conditions  hereof as may be required,  the  Corporation has appointed
          the Warrant Agency as the agency at which Warrant  Certificates may be
          surrendered for exchange or transfer or at which Special  Warrants may
          be  exercised.  The  Corporation  may  from  time  to  time  designate
          alternate or  additional  places as the Warrant  Agency and shall give
          notice to the Trustee of any change of the Warrant Agency.

     (d)  Notwithstanding  paragraphs (a), (b) and (c), in the event a holder of
          Special   Warrants   exercises  its  Special  Warrants  prior  to  the
          Qualification  Date,  the  Trustee  shall  immediately  give notice by
          facsimile to the  Corporation  in accordance  with Section 11.1 and to
          the Agents at:

          (i)  COMMONWEALTH ASSOCIATES L.P.
               830 Third Avenue
               New York, NY
               10022

               Attention:     Carl Kleidman
               Telecopy:      (212) 829-5800

               - and -

          (ii) CANACCORD CAPITAL CORPORATION
               PO Box 10337
               #2200 - 609 Granville Street
               Vancouver, BC
               V7Y 1H2

               Attention:     Jamie Brown
               Telecopy:      (604) 643-7606

          and the exercise shall not become  effective for 3 Business Days after
          delivery of such notice and the exercise may be withdrawn  during such
          period by the holder of such Special Warrants.

3.2       Effect of Exercise of Special Warrants

     (a)  Upon the exercise of Special Warrants  pursuant to Section 3.1 or upon
          a deemed exercise pursuant to Section 3.6, and subject to Section 3.3,
          the Common Shares and Purchase Warrants subscribed for or, in the case
          of a deemed exercise pursuant to Section 3.6, all



<PAGE>
                                      -12-



          of the Common Shares and Purchase  Warrants  issuable  pursuant to the
          Special Warrants deemed to be exercised,  shall be deemed to have been
          issued  and the  person or  persons  to whom such  Common  Shares  and
          Purchase  Warrants are to be issued shall be deemed to have become the
          holder or  holders  of  record  of such  Common  Shares  and  Purchase
          Warrants  on the  exercise  date (the  "Exercise  Date"),  unless  the
          transfer registers of the Corporation shall be closed on such date, in
          which case the Common  Shares and  Purchase  Warrants  subscribed  for
          shall be deemed to have been issued and such person or persons  deemed
          to have become the holder or holders of record of such  Common  Shares
          and Purchase Warrants on the date on which such transfer registers are
          reopened.

     (b)  Subject to Section 3.6,  within five  Business Days after the Exercise
          Date with respect to a Special  Warrant,  the Corporation  shall cause
          the  Trustee  to mail to the  person or persons in whose name or names
          the Common Shares and Purchase  Warrants so  subscribed  for have been
          issued,  as specified in the subscription at the address  specified in
          such subscription or, if so specified in such  subscription,  cause to
          be delivered to such person or persons at the Warrant Agency where the
          Warrant Certificate was surrendered,  certificates for the appropriate
          number of Common Shares and Purchase Warrants subscribed for.

3.3       Partial Exercise of Special Warrants; Fractions

     (a)  The  holder of any  Special  Warrants  may  acquire a number of Common
          Shares and Purchase  Warrants less than the number which the holder is
          entitled   to   acquire   pursuant   to   the   surrendered    Warrant
          Certificate(s).  In the event of any  exercise  of a number of Special
          Warrants  less  than the  number  which  the  holder  is  entitled  to
          exercise, the holder of the Special Warrants upon such exercise shall,
          in addition,  be entitled to receive,  without charge therefor,  a new
          Warrant  Certificate(s)  in  respect  of the  balance  of the  Special
          Warrants  represented by the surrendered  Warrant  Certificate(s)  and
          which were not then exercised.

     (b)  Notwithstanding  anything  herein  contained  including any adjustment
          provided for in Article 5, the Corporation shall not be required, upon
          the  exercise of any Special  Warrants,  to issue  fractions of Common
          Shares or to distribute  certificates which evidence fractional Common
          Shares. In lieu of fractional Common Shares, the Corporation shall pay
          to the holder who would  otherwise  be entitled to receive  fractional
          Common  Shares  upon an  exercise  of  Special  Warrants,  within  ten
          Business Days after the date upon which the  fractional  Common Shares
          would  otherwise  have been  deemed to have been  issued  pursuant  to
          Section  3.2, an amount in lawful money of Canada equal to the Current
          Market Price of the Common Shares multiplied by an amount equal to the
          fractional  interest of Common  Shares such holder would  otherwise be
          entitled to receive upon such exercise,  provided that the Corporation
          shall not be required to make any payment,  calculated  as  aforesaid,
          that is less than Cdn.$5.00.  The Corporation shall have no obligation
          or liability to any holder who would have been,  absent the provisions
          of this  Section,  entitled to receive a fractional  Purchase  Warrant
          upon the exercise of Special Warrants held by such holder.



<PAGE>
                                      -13-



3.4       Expiration of Special Warrants

          Immediately  after the Time of Expiry,  all rights  under any  Special
Warrant in respect of which the right of acquisition herein and therein provided
for shall not have been  exercised  shall cease and  terminate  and such Special
Warrant shall be void and of no further force or effect.

3.5       Accounting and Recording

     (a)  The Trustee shall promptly  account to the Corporation with respect to
          Special Warrants exercised. Any securities or other instruments,  from
          time to time  received by the Trustee  shall be received in trust for,
          and shall be  segregated  and kept apart by the  Trustee in trust for,
          the Corporation.

     (b)  The  Trustee  shall  record  the   particulars  of  Special   Warrants
          exercised,  which particulars shall include the names and addresses of
          the persons who become holders of Common Shares and Purchase  Warrants
          on exercise  and the  Exercise  Date in respect  thereof.  The Trustee
          shall provide such  particulars in writing to the  Corporation  within
          five Business Days of any request by the Corporation therefor.

3.6       Deemed Exercise

     (a)  All  Special  Warrants  outstanding  shall be deemed  to be  exercised
          immediately  prior to the Time of Expiry without any further action by
          the Warrant Holders and the Common Shares and Purchase  Warrants shall
          be issued and made available to the Warrant Holders.

     (b)  Upon the  issuance  of Units upon the deemed  exercise  of the Special
          Warrants,  the  Warrant  Certificates  will be  deemed  to  have  been
          surrendered  and cancelled  without  further action on the part of the
          Holder,  the Trustee or the Corporation.  Unless otherwise directed by
          the Warrant  Holder,  the Trustee will then mail the Common Shares and
          Purchase  Warrants  to the  Warrant  Holder  in  accordance  with  the
          register maintained at the Warrant Agency.

3.7       Securities Restrictions

          Notwithstanding anything herein contained,  Common Shares and Purchase
Warrants will only be issued upon exercise of the Special Warrants in compliance
with the securities laws of any applicable  jurisdiction,  and without  limiting
the  generality  of the  foregoing,  in the event that the Special  Warrants are
exercised  pursuant to Section 3.1 prior to the  issuance of the  Receipts,  the
certificates representing the Common Shares and Purchase Warrants thereby issued
will bear such legend as may, in the opinion of counsel to the  Corporation,  be
necessary in order to avoid a violation of any  securities  laws of any province
or territory in Canada or to comply with the  requirements of any stock exchange
on which the Common  Shares are listed,  provided  that if, at any time,  in the
opinion of counsel to the  Corporation,  such legends are no longer necessary in
order to avoid a violation of any such laws,  or the holder of any such legended
certificate,  at the holder's  expense,  provides the Corporation  with evidence
satisfactory  in form and  substance  to the  Corporation  (which may include an
opinion of counsel  satisfactory  to the  Corporation)  to the effect  that such
holder is entitled to sell or otherwise  transfer such Common Shares or Purchase
Warrants in a  transaction  in which such legends are not required such legended
certificate  may thereafter be surrendered to the  Corporation in exchange for a
certificate  which does not bear such legend.  No exercise or deemed exercise of
the Special Warrants shall be effective and no certificate  representing  Shares
or Purchase Warrants shall be issued if legal or beneficial ownership of



<PAGE>
                                      -14-



the Special Warrants shall have been  transferred  other than in compliance with
Section 2.10, 2.13 and 2.14 of this Special Warrant Indenture.


                                   ARTICLE IV
                            ESCROW AND DIVIDEND FUNDS
                            -------------------------

4.1       Deposit of Escrow Funds with Trustee

          On the Closing  Date and upon  issuance of the Special  Warrants,  the
Agents will deliver or cause to be delivered  the Escrow Funds to the Trustee by
cheque payable to the Trustee in Vancouver, British Columbia.

4.2       Administration of Escrow Funds

          All Escrow Funds shall be held at or administered  through the Warrant
Agency.  The Trustee  shall not be entitled to deal with the Escrow Funds except
in accordance with the terms of this Special Warrant Indenture.

4.3       Deposit of Escrow Funds

          Immediately  upon receipt of the Escrow Funds on the Closing Date, the
Trustee   shall   deposit   the  Escrow   Funds  in  one  or  more  of  a  daily
interest-bearing  term deposit or  Government of Canada  treasury  bills or U.S.
federal treasury bills or banker's acceptances,  or in an interest bearing trust
account with the Trustee,  as specified by the  Corporation,  provided  that the
Escrow Funds will only be invested in  securities  having a maturity  date of 60
days or less and in the case of any  deposit  other  than in the  Government  of
Canada treasury bills or U.S. federal treasury bills, such deposit shall be with
one of  Royal  Bank of  Canada,  Canadian  Imperial  Bank of  Commerce,  Bank of
Montreal,  Bank of Nova Scotia,  Toronto-Dominion Bank, the trust account of the
Trustee or in such other  investment  or account as  specified in writing by the
Corporation  and the Agents.  Subject to Section 4.4,  interest  accruing on the
Escrow  Funds  shall  accrue  to the  benefit  of the  Corporation  and shall be
disbursed by the Trustee in  accordance  with the  provisions  of Section 4.4 of
this Agreement.

4.4       Conditions to Release of Escrow Funds

          The Escrow Funds shall be released in the following manner:

     (a)  In the event that any Special Warrants are exercised prior to the Time
          of Expiry,  the Trustee  shall  release  from the Escrow  Funds to the
          Corporation an amount equal to the product of (i) Cdn.$0.21 multiplied
          by (ii) the number of Special Warrants so exercised, together with the
          proportion of the interest accrued on the Escrow Funds relating to the
          Special Warrants so exercised up to the date of exercise;

     (b)  The Trustee shall release any  remaining  unreleased  Escrow Funds and
          interest accrued thereon to the Corporation immediately after the Time
          of Expiry; and

     (c)  Any portion of the Escrow Funds,  and all interest  accrued thereon to
          be released  pursuant to this Section shall be released by delivery of
          a trust  cheque or bank draft  payable at par in the City of Vancouver
          representing  such  released  portion of the Escrow Funds and interest
          accrued thereon.



<PAGE>
                                      -15-



4.5       Conditions to Release of Dividend Funds and Property

     (a)  If any Warrant Holder, at any time prior to the Time of Expiry, elects
          to exercise  Special  Warrant(s)  held by it, the Trustee shall within
          five Business Days:

          (i)  pay to such  Warrant  Holder  from  Dividend  Funds and  interest
               earned by the  Trustee  thereon  an amount  equal to the  product
               obtained by multiplying  the amount of Dividend Funds held by the
               Trustee  thereon to the date  immediately  preceding  the date of
               payment (less any Dividend Funds and interest thereon paid out by
               the  Trustee  pursuant  to this  Agreement  prior  to the date of
               payment)  by a fraction of which the  numerator  is the number of
               Special  Warrants  tendered to the Trustee by such Warrant Holder
               and the denominator is the number of Special Warrants outstanding
               on the date of payment  (such  number to be the number of Special
               Warrants  outstanding  immediately  prior to the deemed  exercise
               pursuant  to  Section  3.6 if such date of  payment is the Expiry
               Date); and

          (ii) deliver to such Warrant Holder its pro rata share of the Property
               determined on the same basis as the  calculation set forth in (i)
               above;

     (b)  The Trustee shall within five Business Days after a deemed exercise of
          Special Warrants pursuant to Section 3.6:

          (i)  pay to each Warrant Holder,  in respect of Special  Warrants held
               by it deemed to be exercised,  from  Dividend  Funds and interest
               earned by the  Trustee  thereon  an amount  equal to the  product
               obtained by multiplying the amount of Dividend Funds and interest
               earned by the Trustee thereon to the date  immediately  preceding
               the date of payment (less any Dividend Funds and interest thereon
               paid out by the Trustee  pursuant to this Indenture  prior to the
               date of  payment)  by a fraction  of which the  numerator  is the
               number of Special  Warrants  deemed to be  exercised  held by the
               Warrant  Holder  and the  denominator  is the  number of  Special
               Warrants deemed to be exercised; and

          (ii) deliver to such Warrant Holder its pro rata share of the Property
               determined on the same basis as the  calculation set forth in (i)
               above;

     (c)  Provided that the Trustee shall have paid and delivered,  or set aside
          for payment and delivery,  all Dividend Funds, interest earned thereon
          and  Property  required  to be paid or  delivered  to Warrant  Holders
          pursuant to  subsections  4.5(a) and (b), the Trustee shall pay to the
          Corporation  all remaining  Dividend  Funds together with all interest
          accrued  thereon  to the date of  payment  and  shall  deliver  to the
          Corporation all remaining Property held by the Trustee.

4.6       Administration of Dividend Funds and Property

          All  Dividend  Funds and  Property  shall be held by the  Trustee  and
administered  through the Warrant  Agency.  The Trustee shall not be entitled to
deal with the Dividend Funds and Property except in accordance with the terms of
this Indenture. The Trustee is hereby specifically authorized,  and granted such
powers as are necessary,  to deal with the Property as it shall determine in its
sole discretion to be in the best interests of the Warrant Holders. In the event
that the Trustee determines the necessity



<PAGE>
                                      -16-



for  the  approval  of the  Warrant  Holders  of any  matter,  an  extraordinary
resolution of the Warrant Holders shall provide sufficient  authority upon which
the  Trustee  may act and the  Trustee  shall  not be  responsible  for any loss
occasioned by so doing.


                                   ARTICLE V
                      ADJUSTMENT OF NUMBER OF COMMON SHARES
                      -------------------------------------

5.1       Adjustment of Number of Common Shares

          The acquisition  rights in effect at any date attaching to the Special
Warrants shall be subject to adjustment from time to time as follows:

     (a)  if and  whenever at any time from the  Closing  Date until the Time of
          Expiry, the Corporation shall:

          (i)  subdivide,  redivide or change its outstanding Common Shares into
               a greater number of shares; or

          (ii) reduce, combine or consolidate its outstanding Common Shares into
               a smaller number of shares;

               the number of Units  obtainable  under each Special Warrant shall
               be  adjusted   immediately  after  the  effective  date  of  such
               subdivision,   redivision,  change,  reduction,   combination  or
               consolidation,  by  multiplying  the number of Units  theretofore
               obtainable  on the  exercise  thereof by a fraction  of which the
               numerator shall be the total number of Common Shares  outstanding
               immediately  after  such  date and the  denominator  shall be the
               total number of Common Shares  outstanding  immediately  prior to
               such date. Such adjustment  shall be made  successively  whenever
               any event referred to in this subsection shall occur;

          (b)  if and  whenever at any time from the  Closing  Date and prior to
               the Time of  Expiry,  there is a  reclassification  of the Common
               Shares or a capital  reorganization of the Corporation other than
               as   described   in   subsection   5.1(a)  or  a   consolidation,
               amalgamation or merger of the Corporation  with or into any other
               body corporate,  trust, partnership or other entity, or a sale or
               conveyance  of the property and assets of the  Corporation  as an
               entirety  or  substantially  as an  entirety  to any  other  body
               corporate, trust, partnership or other entity, any Warrant Holder
               who  has  not  exercised  its  right  of  acquisition,  as to the
               effective date of such reclassification,  capital reorganization,
               consolidation, amalgamation, merger, sale or conveyance, upon the
               exercise of such right  thereafter,  shall be entitled to receive
               and shall  accept,  in lieu of the number of Units  such  Warrant
               Holder  would  otherwise  be entitled  to acquire,  the number of
               shares or other  securities or property of the  Corporation or of
               the body corporate,  trust, partnership or other entity resulting
               from such merger, amalgamation or consolidation, or to which such
               sale or  conveyance  may be made,  as the case may be,  that such
               Warrant  Holder  would  have been  entitled  to  receive  on such
               reclassification,    capital    reorganization,    consolidation,
               amalgamation,  merger, sale or conveyance, if, on the record date
               or the effective  date  thereof,  as the case may be, the Warrant
               Holder  had been the  registered  holder of the  number of Common
               Shares sought to be acquired by it. If determined  appropriate by
               the Trustee to give effect to or to evidence  the  provisions  of
               this subsection 5.1(b), the Corporation,  its successor,  or such
               purchasing body corporate, partnership, trust or other entity, as
               the case may be, shall,  prior to or  contemporaneously  with any
               such



<PAGE>
                                      -18-



               reclassification,    capital    reorganization,    consolidation,
               amalgamation, merger, sale or conveyance, enter into an indenture
               which shall provide, to the extent possible,  for the application
               of the provisions set forth in this Indenture with respect to the
               rights and interests thereafter of the Warrant Holders to the end
               that the provisions set forth in this Indenture shall  thereafter
               correspondingly  be made applicable,  as nearly as may reasonably
               be, with respect to any shares,  other  securities or property to
               which  a  Warrant  Holder  is  entitled  on the  exercise  of its
               acquisition rights thereafter. Any indenture entered into between
               the  Corporation  and the Trustee  pursuant to the  provisions of
               this subsection 5.1(b) shall be a supplemental  indenture entered
               into  pursuant  to  the  provisions  of  Article  9  hereof.  Any
               indenture entered into between the Corporation,  any successor to
               the Corporation or such  purchasing body corporate,  partnership,
               trust  or  other  entity  and  the  Trustee   shall  provide  for
               adjustments  which  shall  be as  nearly  equivalent  as  may  be
               practicable to the  adjustments  provided in this Section 5.1 and
               which    shall    apply    to    successive     reclassification,
               reorganizations, amalgamations, consolidations, mergers, sales or
               conveyances; and

          (c)  the  adjustments  provided for in this Article 5 in the number of
               Units and classes of  securities  which are to be received on the
               exercise of Special Warrants are cumulative. After any adjustment
               pursuant to this Section,  the term "Common Shares" and "Purchase
               Warrants"  where used in this  Indenture  shall be interpreted to
               mean  securities  of any class or classes  which,  as a result of
               such  adjustment  and  all  prior  adjustments  pursuant  to this
               Section,  the  Warrant  Holder is  entitled  to receive  upon the
               exercise  of  its  Special  Warrant,  and  the  number  of  Units
               indicated  by any  exercise  made  pursuant to a Special  Warrant
               shall  be  interpreted  to mean  the  number  of  Units  or other
               property or  securities a Warrant  Holder is entitled to receive,
               as a result of such adjustment and all prior adjustments pursuant
               to this Section, upon the full exercise of a Special Warrant.

5.2       Entitlement to Shares on Exercise of Special Warrant

          All shares of any class or other  securities which a Warrant Holder is
at the time in  question  entitled  to receive on the  exercise  of its  Special
Warrant, whether or not as a result of adjustments made pursuant to this Article
5, shall, for the purposes of the interpretation of this Indenture, be deemed to
be shares  which such  Warrant  Holder is entitled  to acquire  pursuant to such
Special Warrant.

5.3       No Adjustment for Stock Options

          Notwithstanding  anything in this  Article 5, no  adjustment  shall be
made in the acquisition  rights attached to the Special Warrants if the issue of
Common Shares is being made pursuant to this  Indenture or pursuant to any stock
option or stock purchase plan in force from time to time for directors, officers
or employees of the Corporation.

5.4       Determination by Corporation's Auditors

          In the event of any question  arising with respect to the  adjustments
provided for in this Article 5, such question shall be  conclusively  determined
by the Corporation's  Auditors who shall have access to all necessary records of
the Corporation,  and such determination  shall be binding upon the Corporation,
the Trustee, all Warrant Holders and all other persons interested therein.



<PAGE>
                                      -18



5.5       Proceedings Prior to any Action Requiring Adjustment

          As a  condition  precedent  to the  taking of any action  which  would
require an adjustment in any of the  acquisition  rights  pursuant to any of the
Special Warrants, including the number of Common Shares which are to be received
upon the exercise thereof, the Corporation shall take any corporate action which
may, in the opinion of its counsel,  be necessary in order that the  Corporation
or a successor  corporation has unissued and reserved in its authorized  capital
and may  validly  and  legally  issue as fully paid and  non-assessable  all the
shares which the holders of such Special Warrants are entitled to receive on the
full exercise thereof in accordance with the provisions hereof.

5.6       Certificate of Adjustment

          The  Corporation  shall  from  time  to  time  immediately  after  the
occurrence of any event which requires an adjustment or readjustment as provided
in this  Article 5,  deliver a  certificate  of the  Corporation  to the Trustee
specifying  the  nature of the event  requiring  the same and the  amount of the
adjustment  necessitated  thereby and  setting  forth in  reasonable  detail the
method of calculation and the facts upon which such calculation is based.

5.7       Notice of Special Matters

          The  Corporation  covenants  with  the  Trustee  that,  so long as any
Special Warrant remains  outstanding,  it will send notice to the Trustee and to
the Warrant  Holders of its  intention to fix a record date that is prior to the
Expiry  Date for the  issuance of rights,  options or  warrants  (other than the
Special  Warrants) to all or  substantially  all the holders of its  outstanding
Common  Shares  or for  determining  the  shareholders  of  record  who would be
entitled to vote on a special resolution of shareholders respecting or affecting
in any way the  Corporation's  share  capital.  Such  notice  shall  specify the
particulars of such event and the record date for such event,  provided that the
Corporation  shall only be required to specify in the notice such particulars of
the event as shall  have  been  fixed  and  determined  on the date on which the
notice is  given.  The  notice  shall be sent in each case not less than 14 days
prior to such applicable record date.

5.8       No Action after Notice

          The Corporation  covenants with the Trustee that it will not close its
transfer books or take any other corporate action which might deprive the holder
of a Special  Warrant of the  opportunity  to exercise its right of  acquisition
pursuant  thereto  during  the  period  of 14  days  after  the  giving  of  the
certificate or notices set forth in Section 5.7.

5.9       Protection of Trustee

          The Trustee shall not:

     (a)  be under any duty or responsibility to any Warrant Holder to determine
          whether any facts exist which may require any adjustment  contemplated
          by this Article 5, or with respect to the nature or extent of any such
          adjustment when made, or with respect to the method employed in making
          the same;

     (b)  be  accountable  with respect to the validity or value (or the kind or
          amount) of any Common Shares,  any Purchase  Warrants or of any shares
          or other securities or property



<PAGE>
                                      -19-



          which may at any time be issued or delivered  upon the exercise of the
          rights attaching to any Special Warrant;

     (c)  be responsible for any failure of the  Corporation to issue,  transfer
          or deliver Common Shares, or Purchase Warrants or certificates for the
          same upon the surrender of any Special Warrants for the purpose of the
          exercise  of  such  rights  or to  comply  with  any of the  covenants
          contained in this Article; and

     (d)  incur any  liability  or  responsibility  whatsoever  or be in any way
          responsible  for the  consequences  of any  breach  on the part of the
          Corporation  of any of the  representations,  warranties  or covenants
          herein contained or of any acts of the directors, officers, employees,
          agents or servants of the Corporation.


                                   ARTICLE VI
                     RIGHTS AND COVENANTS OF THE CORPORATION
                     ---------------------------------------

6.1       Optional Purchases by the Corporation

          The Corporation may from time to time purchase by private  contract or
otherwise any of the Special Warrants. Any Warrant Certificates representing the
Special  Warrants  purchased  pursuant to this  Section 6.1 shall  forthwith  be
delivered to and cancelled by the Trustee.  No Special  Warrants shall be issued
in replacement thereof.

6.2       General Covenants

          The Corporation covenants with the Trustee that so long as any Special
Warrants remain outstanding:

     (a)  it will  reserve  and keep  available  a  sufficient  number of Common
          Shares for the purpose of enabling  it to satisfy its  obligations  to
          issue Common Shares upon the exercise of the Special  Warrants and the
          Purchase  Warrants in the event that the Corporation  does not have an
          unlimited number of Common Shares authorized;

     (b)  it will  cause  the  Common  Shares,  the  Purchase  Warrants  and the
          certificates  representing the Common Shares and the Purchase Warrants
          from time to time  acquired  pursuant  to the  exercise of the Special
          Warrants  to be duly  issued  and  delivered  in  accordance  with the
          Warrant Certificates and the terms hereof;

     (c)  all Common  Shares which shall be issued upon exercise of the right to
          acquire provided for herein and in the Warrant  Certificates  shall be
          fully paid and non-assessable;

     (d)  it will maintain its corporate existence and will carry on and conduct
          its business in accordance  with industry  standards and good business
          practice;

     (e)  it will ensure that all Common  Shares  outstanding  or issuable  from
          time to time (including  without limitation the Common Shares issuable
          on the exercise of the Special Warrants)  continue to be or are listed
          and  posted  for  trading  on the  TSE or on  another  Canadian  stock
          exchange;



<PAGE>
                                      -20-



     (f)  it will maintain its status as a reporting  issuer in the provinces of
          British  Columbia,  Ontario and Alberta and it will make all requisite
          filings under  applicable  Canadian  securities  legislation and stock
          exchange  rules to report the exercise of the right to acquire  Common
          Shares pursuant to Special Warrants;

     (g)  it will use its commercially  reasonable  efforts to have the Receipts
          issued  by the  Securities  Commissions  on or before 90 days from the
          Closing  Date and will,  in the event that the Receipts are not issued
          on or before such date,  continue to use its  commercially  reasonable
          efforts to obtain the Receipts thereafter;

     (h)  it will send a written  notice to the  Trustee  and to each  holder of
          Special  Warrants of the  issuance of the  Receipts,  together  with a
          commercial copy of the Prospectus,  as soon as practicable but, in any
          event,  not later than five  Business  Days after the issuance of such
          Receipts  (and,  in the case of the Trustee,  copies of such  Receipts
          together with  confirmation  that there has not been any adjustment to
          the number of shares issuable pursuant to Article 5);

     (i)  if the Corporation pays a dividend or makes any other  distribution in
          cash or property or securities of the Corporation  (including  rights,
          options or warrants to acquire Common Shares or securities convertible
          into or exchangeable for Common Shares and including  evidences of its
          indebtedness)  to all or  substantially  all of the  holders of Common
          Shares prior to the Expiry Date, the  Corporation  agrees that it will
          pay the same amount of such dividend or make the same  distribution of
          cash,  property or securities  as a deposit to the Trustee,  as if the
          Warrant  Holders were the holders of the number of Common Shares which
          the Warrant  Holders are  entitled to receive upon the exercise of the
          Special  Warrants and such  payments or other  distributions  shall be
          held and dealt with by the Trustee in accordance with Sections 4.5 and
          4.6;

     (j)  it will send a written  notice to each Warrant  Holder  specifying the
          particulars of each payment or  distribution  made in accordance  with
          subsection  6.2(i),  within  two  Business  Days  of such  payment  or
          distribution; and

     (k)  generally,  it will  well and truly  perform  and carry out all of the
          acts or things to be done by it as provided in this Indenture.

6.3       Trustee's Remuneration and Expenses

          The Corporation covenants that it will pay to the Trustee from time to
time  reasonable  remuneration  for  its  services  hereunder  and  will  pay or
reimburse   the  Trustee   upon  its  request  for  all   reasonable   expenses,
disbursements and advances incurred or made by the Trustee in the administration
or execution of the trusts hereby created (including the reasonable compensation
and the  disbursements  of its Counsel and all other advisers and assistants not
regularly in its employ) both before any default  hereunder and thereafter until
all duties of the Trustee hereunder shall be finally and fully performed, except
any such expense, disbursement or advance as may arise out of or result from the
Trustee's negligence or fraud.

6.4       Securities Qualification Requirements

     (a)  If, in the  opinion  of  Counsel,  any  instrument  (not  including  a
          prospectus, except as required by subsection 6.2(g)) is required to be
          filed with, or any permission is required



<PAGE>
                                      -21-



          to be obtained from the Securities Commissions or the TSE or any other
          step is required under the laws of the Designated Provinces before any
          Common Shares and Purchase Warrants which a Warrant Holder is entitled
          to  acquire  pursuant  to the  exercise  of any  Special  Warrant  may
          properly  and  legally  be  issued  upon  due  exercise   thereof  and
          thereafter  traded,  without  further  formality or  restriction,  the
          Corporation covenants that it will take such required action.

     (b)  The Corporation or, if required by the  Corporation,  the Trustee will
          give  notice of the  issue of  Common  Shares  and  Purchase  Warrants
          pursuant to the exercise of Special Warrants, in such detail as may be
          required, to the Securities Commissions and the TSE.

6.5       Performance of Covenants by Trustee

          If the  Corporation  shall  fail  to  perform  any  of  its  covenants
contained in this Warrant Indenture,  the Trustee may notify the Warrant Holders
of such failure on the part of the  Corporation or may itself perform any of the
covenants  capable of being performed by it but,  subject to Section 10.2, shall
be under no  obligation  to perform  said  covenants  or to notify  the  Warrant
Holders of such  performance by it. All sums expended or advanced by the Trustee
in so doing shall be repayable as provided in Section 6.3. No such  performance,
expenditure  or advance by the  Trustee  shall  relieve the  Corporation  of any
default  hereunder or of its continuing  obligations  under the covenants herein
contained.


                                   ARTICLE VII
                                   ENFORCEMENT
                                   -----------

7.1       Suits by Warrant Holders

          All or any of the rights  conferred  upon any Warrant Holder by any of
the terms of the Warrant  Certificates or of this Indenture,  or of both, may be
enforced by the Warrant Holder by appropriate  proceedings but without prejudice
to the right  which is hereby  conferred  upon the Trustee to proceed in its own
name to enforce each and all of the provisions  herein contained for the benefit
of the Warrant Holders.

7.2       Immunity of Shareholders, etc.

          The Trustee and, by the acceptance of the Warrant  Certificates and as
part of the  consideration  for the issue of the Special  Warrants,  the Warrant
Holders  hereby  waive and release  any right,  cause of action or remedy now or
hereafter  existing in any  jurisdiction  against any  incorporator or any past,
present  or future  shareholder,  director,  officer,  employee  or agent of the
Corporation  or any  successor  Corporation  (as defined in Section  9.2) on any
covenant, agreement,  representation or warranty by the Corporation herein or in
the Warrant Certificates contained.

7.3       Limitation of Liability

          The obligations  hereunder are not personally  binding upon, nor shall
resort hereunder be had to, the private property of any of the past,  present or
future directors or shareholders of the Corporation or any successor Corporation
or any of the past,  present  or  future  officers,  employees  or agents of the
Corporation  or  any  successor  Corporation,  but  only  the  property  of  the
Corporation or any successor Corporation shall be bound in respect hereof.



<PAGE>
                                      -22-



7.4       Waiver of Default

          Upon the happening of any default hereunder:

     (a)  the  holders  of  not  less  than  51% of the  Special  Warrants  then
          outstanding   shall  have  the  power  (in   addition  to  the  powers
          exercisable by extraordinary  resolution) by requisition in writing to
          instruct  the Trustee to waive any default  hereunder  and the Trustee
          shall  thereupon  waive the default upon such terms and  conditions as
          shall be prescribed in such requisition; or

     (b)  the Trustee shall have the power to waive any default  hereunder  upon
          such terms and conditions as the Trustee may deem advisable if, in the
          Trustee's  opinion,  the  same  shall  have  been  cured  or  adequate
          provision made therefor;

provided  that no delay or omission of the Trustee or of the Warrant  Holders to
exercise  any right or power  accruing  upon any default  shall  impair any such
right  or power or shall be  construed  to be a waiver  of any such  default  or
acquiescence  therein and provided further that no act or omission either of the
Trustee or of the Warrant Holders in the premises shall extend to or be taken in
any manner  whatsoever to affect any subsequent  default hereunder of the rights
resulting therefrom.


                                  ARTICLE VIII
                           MEETINGS OF WARRANT HOLDERS
                           ---------------------------

8.1       Right to Convene Meetings

          The  Trustee  may at any  time and from  time to  time,  and  shall on
receipt of a written request of the Corporation or of a Warrant Holders' Request
and  upon  being  indemnified  and  provided  with  security  to its  reasonable
satisfaction  by the  Corporation or by the Warrant Holders signing such Warrant
Holders'  Request  against the cost which may be incurred in connection with the
calling  and  holding of such  meeting,  call and hold a meeting of the  Warrant
Holders.  In the  event of the  Trustee  failing  to so call and hold a  meeting
within seven days after receipt of such written  request of the  Corporation  or
such Warrant Holders' Request and indemnity and security given as aforesaid, the
Corporation or such Warrant Holders,  as the case may be, may call and hold such
meeting.  Every such  meeting  shall be held in the City of Vancouver or at such
other place as may be approved or determined by the Trustee.

8.2       Notice

          At least ten days'  prior  notice of any  meeting of  Warrant  Holders
shall be given to the Warrant Holders in the manner provided for in Section 11.2
and a copy of such  notice  shall  be sent by mail to the  Trustee  (unless  the
meeting  has been  called by the  Trustee)  and to the  Corporation  (unless the
meeting has been called by the  Corporation).  Such notice  shall state the time
when and the place  where the  meeting is to be held,  shall  state  briefly the
general  nature of the business to be transacted  thereat and shall contain such
information as is reasonably  necessary to enable the Warrant  Holders to make a
reasoned  decision on the  matter,  but it shall not be  necessary  for any such
notice  to set out the  terms of any  resolution  to be  proposed  or any of the
provisions of this Article 8.

<PAGE>
                                      -23-



8.3       Chairman

          An individual (who need not be a Warrant Holder) designated in writing
by the Trustee  shall be chairman  of the  meeting  and if no  individual  is so
designated,  or if the individual so designated is not present within 15 minutes
from the time fixed for the holding of the meeting,  the Warrant Holders present
in person or by proxy shall choose some individual present to be chairman.

8.4       Quorum

          Subject to the  provisions  of  Section  8.10,  at any  meeting of the
Warrant  Holders a quorum shall consist of Warrant  Holders present in person or
by proxy and entitled to purchase at least 25% of the aggregate number of Common
Shares  which  could be  acquired  pursuant  to the  exercise of all of the then
outstanding  Special  Warrants,  provided that at least two persons  entitled to
vote thereat are personally  present.  If a quorum of the Warrant  Holders shall
not be present  within 30 minutes  from the time fixed for holding any  meeting,
the meeting,  if summoned by Warrant Holders or on a Warrant  Holders'  Request,
shall be dissolved;  but in any other case the meeting shall be adjourned to the
same day in the next week (unless such day is not a Business  Day, in which case
it shall be adjourned to the next  following  Business Day) at the same time and
place and no notice  of the  adjournment  need be  given.  Any  business  may be
brought before or dealt with at an adjourned meeting which might have been dealt
with at the original  meeting in accordance with the notice calling the same. No
business  shall be transacted  at any meeting  unless a quorum be present at the
commencement of business.  At the adjourned  meeting the Warrant Holders 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 be
entitled to acquire at least 10% of the aggregate  number of Common Shares which
may be acquired pursuant to the exercise of all of the then outstanding  Special
Warrants.

8.5       Power to Adjourn

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

8.6       Poll and Voting

          On every  question  submitted  to a meeting,  a poll shall be taken in
such manner as the chairman shall direct. Questions other than those required to
be determined by extraordinary  resolution shall be decided by a majority of the
votes cast on the poll.

          On a poll,  each Warrant  Holder present in person or represented by a
proxy duly  appointed by  instrument in writing shall be entitled to one vote in
respect  of each  whole Unit which he is  entitled  to acquire  pursuant  to the
Special Warrant or Special Warrants then held or represented by it. A proxy need
not be a Warrant Holder. The chairman of any meeting shall be entitled,  both on
a show of hands and on a poll,  to vote in respect of the Special  Warrants,  if
any, held or represented by him.

8.7       Regulations

          The Trustee, or the Corporation with the approval of the Trustee,  may
from time to time make and from time to time vary such  regulations  as it shall
think fit for:



<PAGE>
                                      -25-



     (a)  the  setting  of the  record  date for a meeting  for the  purpose  of
          determining  Warrant Holders entitled to receive notice of and to vote
          at the meeting;

     (b)  the issue of voting  certificates by any bank,  trust company or other
          depositary  satisfactory  to the  Trustee  stating  that  the  Warrant
          Certificates  specified therein have been deposited with it by a named
          person  and will  remain on deposit  until  after the  meeting,  which
          voting  certificate  shall  entitle  the persons  named  therein to be
          present and vote at any such meeting and at any adjournment thereof or
          to appoint a proxy or proxies to  represent  them and vote for them at
          any such meeting and at any adjournment thereof in the same manner and
          with the same  effect as though the  persons  so named in such  voting
          certificates  were the  actual  bearers  of the  Warrant  Certificates
          specified therein;

     (c)  the deposit of voting certificates and instruments  appointing proxies
          at such place and time as the Trustee,  the Corporation or the Warrant
          Holders  convening the meeting,  as the case may be, may in the notice
          convening the meeting direct;

     (d)  the deposit of voting certificates and instruments  appointing proxies
          at some  approved  place or places  other  than the place at which the
          meeting is to be held and  enabling  particulars  of such  instruments
          appointing  proxies to be mailed or  telecopied  before the meeting to
          the Corporation or to the Trustee at the place where the same is to be
          held  and for the  voting  of  proxies  so  deposited  as  though  the
          instruments themselves were produced at the meeting;

     (e)  the form of the instrument of proxy; and

     (f)  generally  for the  calling of  meetings  of Warrant  Holders  and the
          conduct of business thereat.

          Any  regulations  so made shall be binding and effective and the votes
given in accordance therewith shall be valid and shall be counted.  Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as a Warrant  Holder,  or be  entitled  to vote or be present at the  meeting in
respect  thereof  (subject to Section  8.8),  shall be Warrant  Holders or their
counsel, or proxies of Warrant Holders.

8.8       Corporation and Trustee May be Represented

          The Corporation  and the Trustee,  by their  respective  directors and
officers,  the counsel for the  Corporation  and the Counsel for the Trustee may
attend any  meeting of the  Warrant  Holders,  but shall not be entitled to vote
thereat, whether in respect of any Special Warrants held by them or otherwise.

8.9       Powers Exercisable by Extraordinary Resolution

          In  addition  to all  other  powers  conferred  upon them by any other
provisions of this  Indenture or by law but subject to obtaining the approval of
the TSE, the Warrant  Holders at a meeting  shall,  subject to the provisions of
Section  8.10,  have  the  power,   exercisable   from  time  to  time  only  by
extraordinary resolution:

     (a)  to agree to any modification,  abrogation,  alteration,  compromise or
          arrangement  of the  rights of Warrant  Holders or the  Trustee in its
          capacity as trustee hereunder or on behalf


<PAGE>
                                      -25-



          of the Warrant  Holders  against the  Corporation  whether such rights
          arise under this Indenture or the Warrant Certificates or otherwise;

     (b)  to amend,  alter or repeal  any  extraordinary  resolution  previously
          passed or sanctioned by the Warrant Holders;

     (c)  to direct or to authorize  the Trustee to enforce any of the covenants
          on the part of the  Corporation  contained  in this  Indenture  or the
          Warrant  Certificates  or to enforce  any of the rights of the Warrant
          Holders in any manner specified in such extraordinary resolution or to
          refrain from enforcing any such covenant or right;

     (d)  to waive,  and to direct the Trustee to waive, any default on the part
          of the  Corporation in complying with any provisions of this Indenture
          or  the  Warrant  Certificates  either  unconditionally  or  upon  any
          conditions specified in such extraordinary resolution;

     (e)  to restrain any Warrant  Holder from taking or  instituting  any suit,
          action or proceeding  against the  Corporation  for the enforcement of
          any of the covenants on the part of the  Corporation in this Indenture
          or the  Warrant  Certificates  or to enforce  any of the rights of the
          Warrant Holders;

     (f)  to direct any  Warrant  Holder  who,  as such,  has  brought any suit,
          action or  proceeding to stay or to  discontinue  or otherwise to deal
          with  the  same  upon  payment  of the  costs,  charges  and  expenses
          reasonably and properly  incurred by such Warrant Holder in connection
          therewith;

     (g)  to assent to any change in or omission from the  provisions  contained
          in the Warrant  Certificates  and this  Indenture or any  ancillary or
          supplemental instrument which may be agreed to by the Corporation, and
          to  authorize  the Trustee to concur in and execute any  ancillary  or
          supplemental indenture embodying the change or omission;

     (h)  with the consent of the Corporation,  not to be unreasonably withheld,
          to remove the Trustee or its  successor in office and to appoint a new
          trustee or trustees to take the place of the Trustee so removed; and

     (i)  to  assent to any  compromise  or  arrangement  with any  creditor  or
          creditors  or any class or classes of  creditors,  whether  secured or
          otherwise,  and with holders of any shares or other  securities of the
          Corporation.

8.10      Meaning of Extraordinary Resolution

     (a)  The expression "extraordinary  resolution" when used in this Indenture
          means,  subject as  hereinafter  provided in this  Section 8.10 and in
          Section  8.13, a resolution  proposed at a meeting of Warrant  Holders
          duly  convened  for  that  purpose  and  held in  accordance  with the
          provisions  of this Article 8 and passed by the  affirmative  votes of
          Warrant Holders entitled to acquire not less than 51% of the aggregate
          number of Units which may be acquired  pursuant to the exercise of all
          of the then outstanding  Special  Warrants  represented at the meeting
          and voted on the poll upon such resolution.

     (b)  If,  at the  meeting  at which an  extraordinary  resolution  is to be
          considered,  Warrant  Holders  entitled to acquire at least 10% of the
          aggregate number of Common Shares



<PAGE>
                                      -26-



          which may be  acquired  pursuant  to the  exercise  of all of the then
          outstanding  Special  Warrants  are not  present in person or by proxy
          within 30 minutes after the time  appointed for the meeting,  then the
          meeting,  if  convened  by Warrant  Holders  or on a Warrant  Holders'
          Request,  shall be  dissolved;  but in any other  case it shall  stand
          adjourned  to such  day,  being  not less than 15 or more than 60 days
          later, and to such place and time as may be appointed by the chairman.
          Not less  than 10 days'  prior  notice  shall be given of the time and
          place of such adjourned  meeting in the manner provided for in Section
          11.2.  Such  notice  shall  state that at the  adjourned  meeting  the
          Warrant  Holders present in person or by proxy shall form a quorum but
          it shall not be  necessary  to set forth  the  purposes  for which the
          meeting,  was  originally  called  or any  other  particulars.  At the
          adjourned  meeting the Warrant  Holders  present in person or by proxy
          shall  form a quorum  and may  transact  the  business  for  which the
          meeting was  originally  convened  and a  resolution  proposed at such
          adjourned  meeting  and passed by the  requisite  vote as  provided in
          subsection  8.10(a) shall be an  extraordinary  resolution  within the
          meaning  of  this  Indenture   notwithstanding  that  Warrant  Holders
          entitled  to  acquire at least 10% of the  aggregate  number of Common
          Shares  which may be acquired  pursuant to the  exercise of all of the
          then  outstanding  Special  Warrants  are not  present in person or by
          proxy at such adjourned meeting.

     (c)  Votes on an  extraordinary  resolution shall always be given on a poll
          and no  demand  for a poll on an  extraordinary  resolution  shall  be
          necessary.

8.11      Powers Cumulative

          Any one or more of the powers or any combination of the powers in this
Indenture  stated to be  exercisable  by the  Warrant  Holders by  extraordinary
resolution or otherwise  may be exercised  from time to time and the exercise of
any one or more of such  powers or any  combination  of powers from time to time
shall not be deemed to exhaust the right of the Warrant Holders to exercise such
power or powers or combination of powers then or thereafter from time to time.

8.12      Minutes

          Minutes of all resolutions and proceedings at every meeting of Warrant
Holders shall be made and duly entered in books to be provided from time to time
for that purpose by the Trustee at the expense of the Corporation,  and any such
minutes as aforesaid,  if signed by the chairman or the secretary of the meeting
at which such  resolutions  were passed or proceedings  had shall be prima facie
evidence of the matters therein stated and, until the contrary is proved,  every
such meeting in respect of the proceedings of which minutes shall have been made
shall be deemed to have been duly convened and held, and all resolutions  passed
thereat or proceedings taken shall be deemed to have been duly passed and taken.

8.13      Instruments in Writing

          All actions which may be taken and all powers that may be exercised by
the Warrant  Holders at a meeting held as provided in this Article 8 may also be
taken and exercised by Warrant  Holders  entitled to acquire at least 51% of the
aggregate number of Common Shares which may be acquired pursuant to the exercise
of all of the then  outstanding  Special  Warrants by an  instrument  in writing
signed  in one or more  counterparts  by such  Warrant  Holders  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.


<PAGE>
                                      -27-



8.14      Binding Effect of Resolutions

          Every  resolution  and  every   extraordinary   resolution  passed  in
accordance with the provisions of this Article 8 at a meeting of Warrant Holders
shall be binding upon all the Warrant Holders, whether present at or absent from
such  meeting,  and every  instrument  in writing  signed by Warrant  Holders in
accordance  with  Section  8.13 shall be binding  upon all the Warrant  Holders,
whether  signatories  thereto or not, and each and every Warrant  Holder and the
Trustee  (subject to the provisions  for indemnity  herein  contained)  shall be
bound to give effect  accordingly  to every such  resolution  and  instrument in
writing.

8.15      Holdings by Corporation Disregarded

          In determining  whether Warrant  Holders holding Warrant  Certificates
evidencing the  entitlement to acquire the required  number of Common Shares are
present at a meeting of Warrant  Holders for the purpose of determining a quorum
or have  concurred in any consent,  waiver,  extraordinary  resolution,  Warrant
Holders'  Request or other action under this Indenture,  Special  Warrants owned
legally or  beneficially by the Corporation or any Subsidiary of the Corporation
shall be disregarded in accordance with the provisions of Section 11.7.


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES
                             -----------------------

9.1       Provision for Supplemental Indentures for Certain Purposes

          From time to time the  Corporation  (when  authorized by action of the
directors)  and the Trustee  may,  subject to the  provisions  hereof,  and they
shall,  when so directed in accordance with the provisions  hereof,  execute and
deliver by their proper officers, indentures or instruments supplemental hereto,
which  thereafter  shall  form  part  hereof,  for any one or more or all of the
following purposes:

     (a)  setting forth any  adjustments  resulting from the  application of the
          provisions of Article 5;

     (b)  adding  to  the  provisions  hereof  such  additional   covenants  and
          enforcement provisions as, in the opinion of Counsel, are necessary or
          advisable,  provided  that  the  same  are not in the  opinion  of the
          Trustee, based on the advice of Counsel,  prejudicial to the interests
          of the Warrant Holders;

     (c)  giving effect to any  extraordinary  resolution  passed as provided in
          Article 8;

     (d)  making such provisions not inconsistent  with this Indenture as may be
          necessary  or desirable  with respect to matters or questions  arising
          hereunder  or for the purpose of  obtaining a listing or  quotation of
          the  Special  Warrants  on any  stock  exchange,  provided  that  such
          provisions are not, in the opinion of the Trustee, based on the advice
          of Counsel, prejudicial to the interests of the Warrant Holders;

     (e)  adding to or altering the provisions hereof in respect of the transfer
          of Special  Warrants,  making  provision  for the  exchange of Warrant
          Certificates,  and making any  modification in the form of the Warrant
          Certificates which does not affect the substance thereof;

     (f)  modifying any of the provisions of this Indenture, including relieving
          the   Corporation   from  any  of  the   obligations,   conditions  or
          restrictions herein contained, provided that



<PAGE>
                                      -28-



          such  modification or relief shall be or become operative or effective
          only  if,  in the  opinion  of the  Trustee,  based on the  advice  of
          Counsel,  such  modification or relief in no way prejudices any of the
          rights of the Warrant Holders or of the Trustee,  and provided further
          that the Trustee may in its sole discretion  decline to enter into any
          such supplemental  indenture which in its opinion, based on the advice
          of Counsel, may not afford adequate protection to the Trustee when the
          same shall become operative; and

     (g)  for  any  other  purpose  not  inconsistent  with  the  terms  of this
          Indenture,   including  the   correction  or   rectification   of  any
          ambiguities, defective or inconsistent provisions, errors, mistakes or
          omissions herein,  provided that in the opinion of the Trustee,  based
          on the advice of Counsel, the rights of the Trustee and of the Warrant
          Holders are in no way prejudiced thereby.

9.2       Successor Corporations

          In the case of the consolidation,  amalgamation, merger or transfer of
the undertaking or assets of the Corporation as an entirety or  substantially as
an entirety to another  Corporation  ("successor  Corporation"),  the  successor
Corporation resulting from such consolidation,  amalgamation, merger or transfer
(if not the  Corporation)  shall expressly  assume,  by  supplemental  indenture
satisfactory  in form to the Trustee and executed and  delivered to the Trustee,
the due and punctual  performance  and observance of each and every covenant and
condition of this Indenture to be performed and observed by the Corporation.


                                   ARTICLE X
                             CONCERNING THE TRUSTEE
                             ----------------------

10.1      Trust Indenture Legislation

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

     (b)  The  Corporation and the Trustee agree that each 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 the
          Applicable Legislation.

10.2      Rights and Duties of Trustee

     (a)  In the  exercise of the rights and duties  prescribed  or conferred by
          the terms of this Indenture, the Trustee shall exercise that degree of
          care,  diligence  and skill that a reasonably  prudent  trustee  would
          exercise in comparable circumstances.  In the absence of negligence or
          fraud,  the Corporation  shall indemnify and save harmless the Trustee
          from all loss,  costs or damages it may  suffer in  administering  the
          trusts of this  Indenture.  No  provision of this  Indenture  shall be
          construed to relieve the Trustee from  liability for its own negligent
          action,  its own  negligent  failure to act, or its own  negligence or
          fraud.

     (b)  The obligation of the Trustee to commence or continue any act,  action
          or  proceeding  for the purpose of enforcing any rights of the Trustee
          or the Warrant Holders hereunder shall be conditional upon the Warrant
          Holders furnishing, when required by notice by the Trustee, sufficient
          funds to commence or to continue such act, action or proceeding and



<PAGE>
                                      -29-



          an indemnity reasonably  satisfactory to the Trustee to protect and to
          hold harmless the Trustee against the costs,  charges and expenses and
          liabilities  to be  incurred  thereby  and any loss and  damage it may
          suffer by reason  thereof.  None of the  provisions  contained in this
          Indenture shall require the Trustee to expend or to risk its own funds
          or otherwise to incur financial liability in the performance of any of
          its duties or in the  exercise  of any of its rights or powers  unless
          indemnified and funded as aforesaid.

     (c)  The  Trustee  may,  before  commencing  or  at  any  time  during  the
          continuance of any such act, action or proceeding, require the Warrant
          Holders at whose instance it is acting to deposit with the trustee the
          Special  Warrants held by them, for which Special Warrants the Trustee
          shall issue receipts.

     (d)  Every  provision  of this  Indenture  that by its terms  relieves  the
          Trustee  of  liability  or  entitles  it to  rely  upon  any  evidence
          submitted  to it is  subject  to  the  provisions  of  the  Applicable
          Legislation, of this Section 10.2 and of Section 10.4.

10.3      Indemnification

          Without  limiting any protection or indemnity of the Trustee under any
other provisions  hereof, or otherwise at law, the Corporation  hereby agrees to
indemnify   and  hold  harmless  the  Trustee  from  and  against  any  and  all
liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements, including reasonable legal or advisor fees and disbursements,
of whatever kind and nature which may at any time be imposed on,  incurred by or
asserted  against the Trustee in connection  with the  performance of its duties
and  obligations  hereunder,  other  than  such  liabilities,  losses,  damages,
penalties,  claims, actions, suits, costs, expenses and disbursements arising by
reason of the negligence or fraud of the Trustee.  This provision  shall survive
the resignation or removal of the Trustee,  or the termination of the Indenture.
The Trustee  shall not be under any  obligation  to  prosecute  or to defend any
action or suit in  respect  of the  relationship  which,  in the  opinion of its
counsel,  may involve it in expense or liability,  unless the Company shall,  so
often as required,  furnish the Trustee with satisfactory  indemnity and funding
against such expense or liability.

10.4      Evidence, Experts and Advisers

     (a)  In addition to the reports, certificates,  opinions and other evidence
          required  by this  Indenture,  the  Corporation  shall  furnish to the
          Trustee such  additional  evidence of  compliance  with any  provision
          hereof,  and in such  form,  as may be  prescribed  by the  Applicable
          Legislation or as the Trustee may reasonably require by written notice
          to the Corporation.

     (b)  In the exercise of its rights and duties  hereunder,  the Trustee may,
          if it is acting in good faith,  rely as to the truth of the statements
          and the accuracy of the opinions expressed in statutory  declarations,
          opinions,  reports,  written  requests,  consents,  or  orders  of the
          Corporation,   certificates  of  the  Corporation  or  other  evidence
          furnished  to the  Trustee  pursuant  to a  request  of  the  Trustee,
          provided that such evidence  complies with the Applicable  Legislation
          and that the Trustee complies with the Applicable Legislation and that
          the  Trustee  examines  the same and  determines  that  such  evidence
          complies with the applicable requirements of this Indenture.

     (c)  Whenever  it is  provided in this  Indenture  or under the  Applicable
          Legislation  that the  Corporation  shall  deposit  with  the  Trustee
          resolutions, certificates, reports, opinions,



<PAGE>
                                      -30-



          requests,  orders or other  documents,  it is intended that the trust,
          accuracy  and good faith on the  effective  date thereof and the facts
          and opinions stated in all such documents so deposited  shall, in each
          and every  such  case,  be  conditions  precedent  to the right of the
          Corporation to have the Trustee take the action to be based thereon.

     (d)  The Trustee may employ or retain such Counsel, accountants, appraisers
          or other  experts or  advisers  as it may  reasonably  require 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, and shall not be responsible for any
          misconduct  or  negligence on the part of any such experts or advisers
          who have been appointed with due care by the Trustee.

10.5      Actions by Trustee to Protect Interest

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

10.6      Trustee Not Required to Give Security

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

10.7      Protection of Trustee

          By way of supplement  to the  provisions of any law for the time being
relating to trustees it is expressly declared and agreed as follows:

     (a)  the Trustee shall not be liable for or by reason of any  statements of
          fact or recitals  in this  Indenture  or in the  Warrant  Certificates
          (except  the  representation  contained  in  Section  10.9  or in  the
          certificate of the Trustee on the Warrant Certificates) or be required
          to verify the same, but all such  statements or recitals are and shall
          be deemed to be made by the Corporation;

     (b)  nothing herein contained shall impose any obligation on the Trustee to
          see to or to  require  evidence  of the  registration  or  filing  (or
          renewal  thereof) of this  Indenture  or any  instrument  ancillary or
          supplemental hereto;

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

     (d)  the Trustee  shall be  protected  in acting  upon any written  notice,
          request, waiver, consent, certificate,  receipt, statutory declaration
          or other paper or document  furnished to it hereunder,  not only as to
          its due  execution  and the  validity  and  the  effectiveness  of its
          provisions  but  also  as  to  the  truth  and  acceptability  of  any
          information  therein  contained  which it in good faith believes to be
          genuine and what it purports to be.



<PAGE>
                                      -31-



10.8      Replacement of Trustee; Successor by Merger

     (a)  The  Trustee may resign its trust and be  discharged  from all further
          duties and  liabilities  hereunder,  subject to this Section  10.8, by
          giving  to the  Corporation  not less  than 90 days'  prior  notice in
          writing or such shorter prior notice as the  Corporation may accept as
          sufficient. The Warrant Holders by extraordinary resolution shall have
          power at any time to remove the existing  Trustee and to appoint a new
          Trustee.  In the event of the Trustee  resigning  or being  removed as
          aforesaid  or  being   dissolved,   becoming   bankrupt,   going  into
          liquidation or otherwise becoming  incapable of acting hereunder,  the
          Corporation shall forthwith appoint a new trustee unless a new trustee
          has already  been  appointed  by the  Warrant  Holders;  failing  such
          appointment by the  Corporation,  the retiring  Trustee or any Warrant
          Holder may apply to a justice of the Supreme Court of British Columbia
          on such notice as such justice may direct,  for the  appointment  of a
          new trustee; but any new trustee so appointed by the Corporation or by
          the Court  shall be subject to removal  as  aforesaid  by the  Warrant
          Holders. Any new trustee appointed under any provision of this Section
          10.8 shall be a  corporation  authorized to carry on the business of a
          trust  company in the  Designated  Provinces  and,  if required by the
          Applicable  Legislation  for  any  other  provinces,   in  such  other
          provinces.  On any such  appointment  the new trustee  shall be vested
          with the same powers, rights, duties and responsibilities as if it had
          been originally named herein as Trustee hereunder.

     (b)  Upon the appointment of a successor  trustee,  the  Corporation  shall
          promptly notify the Warrant Holders thereof in the manner provided for
          in Section 11.2 hereof.

     (c)  Any  corporation  into or with  which  the  Trustee  may be  merged or
          consolidated or amalgamated, or any corporation resulting therefrom to
          which the Trustee shall be a party, or any  corporation  succeeding to
          the  trust  business  of the  Trustee  shall be the  successor  to the
          Trustee  hereunder  without  any further act on its part or any of the
          parties hereto,  provided that such corporation  would be eligible for
          appointment as a successor trustee under subsection 10.8(a).

     (d)  Any Warrant Certificates  certified but not delivered by a predecessor
          trustee may be certified by the  successor  trustee in the name of the
          predecessor or successor trustee.

10.9      Conflict of Interest

     (a)  The  Trustee  represents  to  the  Corporation  that  at the  time  of
          execution and delivery hereof no material  conflict of interest exists
          between  its role as a  trustee  hereunder  and its role in any  other
          capacity  and  agrees  that in the  event of a  material  conflict  of
          interest arising hereafter it will, within 90 days after  ascertaining
          that it has such material  conflict of interest,  either eliminate the
          same or assign its trust hereunder to a successor  trustee approved by
          the Corporation and meeting the  requirements  set forth in subsection
          10.8(a).  Notwithstanding the foregoing  provisions of this subsection
          10.9(a), if any such material conflict of interest exists or hereafter
          shall exist, the validity and enforceability of this Indenture and the
          Warrant  Certificate shall not be affected in any manner whatsoever by
          reason thereof.

     (b)  Subject to  subsection  10.9(a),  the Trustee,  in its personal or any
          other  capacity,  may buy,  lend  upon and deal in  securities  of the
          Corporation and generally may contract and enter



<PAGE>

                                      -32-



          into financial  transactions with the Corporation or any subsidiary of
          the  Corporation  without  being liable to account for any profit made
          thereby.

10.10     Acceptance of Trust

          The Trustee hereby  accepts the trusts in this Indenture  declared and
provided for and agrees to perform the same upon the terms and conditions herein
set forth.

10.11     Trustee Not to be Appointed Receiver

          The  Trustee  and any  person  related  to the  Trustee  shall  not be
appointed a receiver, a receiver and manager or liquidator of all or any part of
the assets or undertaking of the Corporation.


                                   ARTICLE XI
                                     GENERAL
                                     -------

11.1      Notice to the Corporation and the Trustee

     (a)  Unless herein  otherwise  expressly  provided,  any notice to be given
          hereunder  to the  Corporation  or the  Trustee  shall be deemed to be
          validly given if delivered, sent by registered letter, postage prepaid
          or telecopied:

          If to the Corporation:    INFOWAVE SOFTWARE, INC.
                                    #200 - 4664 Lougheed Highway
                                    Burnaby, British Columbia
                                    V5C 6B7

                                    Attention: Todd Carter
                                    Telecopy: (604) 683-6557


          If to the Trustee:        COMPUTERSHARE TRUST COMPANY OF CANADA
                                    3rd Floor, 510 Burrard Street
                                    Vancouver, British Columbia
                                    V6C 3B9

                                    Telecopy: (604) 685-4079
                                    Attention:  Manager, Corporate Trust
                                                  Department

and any such notice  delivered in accordance  with the foregoing shall be deemed
to have  been  received  on the date of  delivery  or, if  mailed,  on the fifth
Business  Day  following  the  date  of the  postmark  on  such  notice  or,  if
telecopied, on the next Business Day following the date of transmission provided
that its contents are transmitted and received completely and accurately.

     (b)  The  Corporation or the Trustee,  as the case may be, may from time to
          time notify the other in the manner provided in subsection  11.1(a) of
          a change of address which,  from the effective date of such notice and
          until changed by like notice,  shall be the address of the Corporation
          or the  Trustee,  as the  case  may  be,  for  all  purposes  of  this
          Indenture.



<PAGE>
                                      -33-



     (c)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal employees, any notice to be given to the
          Trustee or to the Corporation hereunder could reasonably be considered
          unlikely  to reach its  destination,  such  notice  shall be valid and
          effective only if it is delivered to the named officer of the party to
          which it is  addressed  or, if it is  delivered  to such  party at the
          appropriate  address  provided in subsection  11.1(a),  by telecopy or
          other means of prepaid, transmitted and recorded communication.

11.2      Notice to Warrant Holders

     (a)  Any  notice  to the  Warrant  Holders  under  the  provisions  of this
          Indenture  shall  be  valid  and  effective  if  delivered  or sent by
          telecopy or by ordinary  post  addressed to such holders at their post
          office addresses appearing on the register hereinbefore  mentioned and
          shall be deemed to have been effectively given on the date of delivery
          or, if mailed,  on the fifth  Business Day  following  the date of the
          postmark on such notice or, if  telecopied,  on the next  Business Day
          following  the date of  transmission  provided  that its  contents are
          transmitted and received completely and accurately.

     (b)  If, by reason of a strike,  lockout or other work stoppage,  actual or
          threatened,  involving postal employees, any notice to be given to the
          Warrant Holders  hereunder could reasonably be considered  unlikely to
          reach its  destination,  such notice shall be valid and effective only
          if it is delivered  personally to such Warrant Holders or if delivered
          to the address for such Warrant  Holders  contained in the register of
          Special Warrants maintained by the Trustee, by cable, telegram,  telex
          or other means of prepaid transmitted and recorded communication.

11.3      Ownership of Special Warrants

          The  Corporation  and the  Trustee  may deem and treat the  registered
owner of any Special  Warrants as the absolute  owner  thereof for all purposes,
and the  Corporation  and the  Trustee  shall not be  affected  by any notice or
knowledge  to the  contrary  except  where the  Corporation  or the  Trustee  is
required  to  take  notice  by  statute  or by  order  of a court  of  competent
jurisdiction.  A Warrant Holder shall be entitled to the rights evidenced by its
Warrant  Certificate free from all equities or rights of set off or counterclaim
between  the  Corporation  and the  original or any  intermediate  holder of the
Special  Warrants and all persons may act  accordingly.  The receipt of any such
Warrant  Holder for the Common Shares and the Purchase  Warrants shall be a good
discharge  to the  Corporation  and the  Trustee  for the same and  neither  the
Corporation nor the Trustee shall be bound to inquire into the title of any such
holder except where the Corporation or the Trustee is required to take notice by
statute or by order of a court of competent jurisdiction.

11.4      Counterparts

          This Indenture may be executed in several counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and  such  counterparts
together shall constitute one and the same instrument and notwithstanding  their
date of execution they shall be deemed to be dated as of the date hereof.



<PAGE>
                                      -34-



11.5      Satisfaction and Discharge of Indenture

          Upon the earlier of:

     (a)  the date by which there shall have been  delivered  to the Trustee for
          exercise or destruction all Warrant Certificates theretofore certified
          hereunder; or

     (b)  the Time of Expiry;

and if all certificates representing Common Shares and the Purchase Warrants, if
any,  required to be issued in compliance  with the provisions  hereof have been
issued  and  delivered  hereunder  or to the  Trustee  in  accordance  with such
provisions,  this  Indenture  shall  cease to be of any force and effect and the
Trustee,  on demand of and at the cost and expense of the  Corporation  and upon
delivery to the Trustee of a  certificate  of the  Corporation  stating that all
conditions  precedent to the  satisfaction  and discharge of this Indenture have
been complied with, shall execute proper instruments acknowledging  satisfaction
of  and  discharging  this  Indenture.   Notwithstanding   the  foregoing,   the
indemnities provided to the Trustee by the Corporation hereunder shall remain in
full force and effect and survive the termination of this Indenture.

11.6      Provisions of Indenture and Special Warrants for the Sole Benefit of
          Parties and Warrant Holders

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

11.7      Common Shares or Special Warrants Owned by the Corporation or its
          Subsidiaries - Certificate to be Provided

          For the purpose of disregarding  any Special Warrants owned legally or
beneficially  by the Corporation or any Subsidiary of the Corporation in Section
8.15,  the  Corporation  shall  provide  to the  Trustee,  from time to time,  a
certificate of the Corporation setting forth as at the date of such certificate:

     (a)  the names (other than the name of the  Corporation)  of the registered
          holders  of  Special   Warrants   which,   to  the  knowledge  of  the
          Corporation,  are owned by or held for the account of the  Corporation
          or any Subsidiary of the Corporation; and

     (b)  the number of Special  Warrants owned legally or  beneficially  by the
          Corporation or any Subsidiary of the Corporation:

and the Trustee,  in making the  computations in Section 8.15, shall be entitled
to rely on such certificate without any additional evidence.


<PAGE>
                                      -35-



11.8      Events of Default

          If  the   Corporation   defaults  in  observing  or   performing   any
representation,  warranty,  covenant,  term or condition herein contained and on
its part to be observed or performed, and if such default continues for a period
of 10 days after notice in writing has been given by the Trustee to the Company,
provided  that failure to provide  such notice shall not  constitute a waiver of
such default,  specifying  such default and requiring the  Corporation to remedy
the same,  then, in each and every such event,  the Trustee may require that, in
addition to any remedy recoverable by the Trustee for the benefit of the Warrant
Holders at law, the Corporation pay the aggregate sum of $100 to the Trustee for
the benefit of the Warrant Holders.

          IN WITNESS  WHEREOF the parties  hereto have executed  this  Indenture
under their respective corporate 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>


THIS IS SCHEDULE "A" to the Special  Warrant  Indenture  made as of November 23,
2001 between INFOWAVE SOFTWARE,  INC. and COMPUTERSHARE  TRUST COMPANY OF CANADA
as Trustee.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD
     AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL NOVEMBER 23, 2002 EXCEPT AS
     PERMITTED  BY THE  SECURITIES  ACT  (BRITISH  COLUMBIA)  AND THE RULES MADE
     THEREUNDER

     No transfers of Special  Warrants will be permitted or  registered  that do
     not  comply  with  Sections  2.10,  2.13  and 2.14 of the  Special  Warrant
     Indenture.

     [For Special  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."]


                           SPECIAL WARRANT CERTIFICATE


                             INFOWAVE SOFTWARE, INC.
                (Incorporated under the laws of British Columbia)

SPECIAL WARRANT
CERTIFICATE NO. SW-o        ------------------  SPECIAL WARRANTS entitling the
                            holder to acquire, subject to adjustment, one Common



                                       1
<PAGE>
                                      -2-



                            Shares and one-half of one Purchase Warrant for each
                            Special Warrant represented hereby.



                            THIS IS TO CERTIFY THAT:

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


(the "Holder") is entitled to acquire,  upon exercise or deemed exercise of each
Special  Warrant  represented  hereby  and  without  payment  of any  additional
consideration,  one fully paid and  non-assessable  common  share  (the  "Common
Share") and one half of one  non-transferable  Common Share purchase  warrant (a
"Purchase Warrant") of Infowave Software,  Inc. (the  "Corporation")  until 4:00
p.m.  (Vancouver  time) (the "Time of Expiry") on the date (the  "Expiry  Date")
which is the earliest of:

     a.   three  business  days after the last  Receipt  (as  defined  below) is
          issued;

     b.   12 months after the Special Warrants are issued; and

     c.   the date on which all of the Special Warrants have been exercised;

each whole  Purchase  Warrant will entitle the Holder to purchase one fully paid
and  non-assessable  Common Share of the Corporation at any time until 4:00 p.m.
(Vancouver  time) on or before  November 23, 2004  (subject to  acceleration  in
certain stated events), at a purchase price of Cdn.$0.90 per Common Share, after
which time such  Purchase  Warrants  will expire.  In the event that the Special
Warrants  are  not  exercised  by the  Time  of  Expiry,  all  Special  Warrants
represented hereby will be deemed to be exercised immediately prior to such time
with no further action on the part of the Holder and the Corporation.

          The  Corporation  has  covenanted to use its  commercially  reasonable
efforts  to  obtain  receipts  (the  "Receipts")  from  each  of the  securities
regulatory authorities in British Columbia,  Ontario,  Alberta and Manitoba (the
"Designated Provinces") as soon as possible, but not later than 90 days from the
date hereof for a (final)  prospectus  (the "Final  Prospectus")  qualifying for
issuance in the Designated Provinces the Common Shares and the Purchase Warrants
to be acquired upon exercise of these Special Warrants.

          The right to acquire Common Shares and the Purchase  Warrants may only
be exercised,  unless deemed to be exercised,  by the Holder within the time set
forth above by:

     (a)  duly completing and executing the Exercise Form attached hereto; and

     (b)  surrendering this Special Warrant  Certificate to Computershare  Trust
          Company  of  Canada  (the  "Trustee")  at  its  principal   office  in
          Vancouver, British Columbia.

          If the Warrants  represented by this Special  Warrant  Certificate are
exercised  by the Holder  prior to the last  Receipt  being  issued,  the Common
Shares,  Purchase  Warrants and


<PAGE>
                                      -3-


Common Shares  issuable upon exercise of the Purchase  Warrants shall be subject
to hold periods under applicable securities legislation and may be endorsed with
legends to that effect.

          These Special Warrants shall be effectively surrendered, unless deemed
to be  surrendered,  only upon personal  delivery  hereof or, if sent by mail or
other means of  transmission,  upon actual receipt thereof by the Trustee at the
office referred to above.

          Upon  surrender of these  Special  Warrants,  the person or persons in
whose name or names the Common Shares and the Purchase Warrants are to be issued
and shall be deemed for all  purposes,  except as provided in the  Indenture (as
defined  below) to be the holder or holders of record of such Common  Shares and
such Purchase  Warrants and the Trustee has covenanted that it will,  subject to
the  provisions  of  the  Indenture  (as  defined  below),   cause  certificates
representing  such Common Shares and such  Purchase  Warrants to be delivered or
mailed to the person or persons at the  address or  addresses  specified  in the
Exercise Form within five Business Days.

          The registered Holder of these Special Warrants may acquire any lesser
number of Common  Shares and Purchase  Warrants than the number of Common Shares
and Purchase Warrants which may be acquired for the Special Warrants represented
by this Special Warrant Certificate. In such event, the Holder shall be entitled
to  receive a new  Special  Warrant  Certificate  for the  balance of the Common
Shares and Purchase Warrants which may be acquired.  No fractional Common Shares
will be issued.

          In  the  event  of  the  deemed  exercise  of  the  Special   Warrants
represented  by this Special  Warrant  Certificate,  as  described  above and as
detailed in the Indenture (as defined below),  the Special  Warrant  Certificate
will be deemed to have been delivered and  surrendered and the right of a Holder
to acquire Common Shares and Purchase Warrants represented hereby will be deemed
to have been exercised and all such Common Shares and Purchase  Warrants will be
issued.

          The Special Warrants  represented by this Special Warrant  Certificate
are issued under and pursuant to a special warrant indenture made as of November
23, 2001 (the "Indenture") between the Corporation and the Trustee. Reference is
made  to the  Indenture  and any  instruments  supplemental  thereto  for a full
description  of the rights of the Holders of the Special  Warrants and the terms
and  conditions  upon which the Special  Warrants  are, or are to be, issued and
held,  with  the same  effect  as if the  provisions  of the  Indenture  and all
instruments  supplemental  thereto were herein set forth. By acceptance  hereof,
the  Holder  assents to all  provisions  of the  Indenture.  In the event of any
conflict  between the  provisions of this Special  Warrant  Certificate  and the
provisions  of the  Indenture,  the  provisions  of the  Indenture  will govern.
Capitalized terms used in the Indenture have the same meaning herein as therein,
unless otherwise defined.

          In the event of any  alteration  of the Common  Shares,  including any
subdivision,  consolidation or reclassification, and in the event of any form of
reorganization  of  the  Corporation,  including  any  amalgamation,  merger  or
arrangement, the Holders of Special Warrants shall, upon exercise of the Special
Warrants following the occurrence of any of those events, be entitled to receive
the same  number and kind of  securities  that they would have been  entitled to
receive had they  exercised  their  Special  Warrants  immediately  prior to the
occurrence of those events.

          The Holder of this Special Warrant  Certificate may, at any time prior
to the Expiry Time, upon surrender hereof to the Trustee at its principal office
in Vancouver,  British Columbia,  exchange this Special Warrant  Certificate for
other  Special  Warrant  Certificates  entitling  the Holder to acquire,  in the



<PAGE>
                                      -4-



aggregate,  the same  number of Common  Shares and  Purchase  Warrants as may be
acquired under this Special Warrant Certificate.

          The holding of the Special Warrants  evidenced by this Special Warrant
Certificate  shall  not  constitute  the  Holder  hereof  a  shareholder  of the
Corporation  or entitle the Holder to any right or  interest in respect  thereof
except as expressly provided in the Indenture.

          The Indenture  provides that all Holders of Special  Warrants shall be
bound by any  resolution  passed at a meeting of the Holders held in  accordance
with the  provisions of the Indenture and  resolutions  signed by the Holders of
Special Warrants  entitled to acquire a specified  majority of the Common Shares
which may be acquired  pursuant to the exercise of all then outstanding  Special
Warrants.

          This Special  Warrant  Certificate  shall not be valid for any purpose
whatever unless and until it has been certified by or on behalf of the Trustee.

          Time shall be of the essence hereof.

          IN WITNESS  WHEREOF the  Corporation  has caused this Special  Warrant
Certificate to be signed by its duly  authorized  officer as of November  _____,
2001.

                                         INFOWAVE SOFTWARE, INC.


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


Certified by:
COMPUTERSHARE TRUST COMPANY OF CANADA
Trustee

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


<PAGE>

                          TRANSFER OF SPECIAL WARRANTS


Any  transfer  of Special  Warrants  will  require  compliance  with  applicable
securities  legislation.  Transferors and transferees are urged to contact legal
counsel  before  effecting any such transfer.  No transfers of Special  Warrants
will be permitted or registered  that do not comply with Section 2.10,  2.13 and
2.14 of the Special Warrant Indenture.


     FOR  VALUE  RECEIVED,  the  undersigned:  (i)  hereby  sells,  assigns  and
transfers  to  _________________________,  _______________  Special  Warrants of
Infowave Software, Inc. registered in the name of the undersigned on the records
of Infowave Software,  Inc.  maintained by Computershare Trust Company of Canada
represented by the Special Warrant Certificate attached and irrevocably appoints
______________________  the  attorney of the  undersigned  to transfer  the said
securities  on the books or register with full power of  substitution;  and (ii)
confirms that the transfer is made in compliance with all applicable  securities
legislation  and  requirements  of  regulatory   authorities  including  without
limitation any undertaking given to the Toronto Stock Exchange.


     DATED the ______ day of __________________, ________




------------------------------             -------------------------------------
Signature Guaranteed                       (Signature of Special Warrant Holder)


Instructions:

1.   Signature of the Special Warrant Holder must be the signature of the person
     appearing on the face of this Special Warrant Certificate.

2.   If the  Transfer  Form is signed  by a  trustee,  executor,  administrator,
     curator, guardian,  attorney, officer of a corporation or any person acting
     in  a  fiduciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by evidence of authority to sign  satisfactory  to the Trustee
     and the Corporation.

3.   The  signature on the Transfer  Form must be  guaranteed  by an  authorized
     officer of a chartered  bank,  trust  company or medallion  guaranteed by a
     member of a recognized medallion guarantee program.

4.   Special  Warrants shall only be  transferable in accordance with applicable
     laws and the rules and  policies  of any  applicable  stock  exchange.  The
     transfer  of  Special  Warrants  to a  purchaser  not  resident  in British
     Columbia,  Ontario, Alberta or Manitoba may result in the Common Shares and
     Purchase  Warrants  obtained upon the exercise of the Special  Warrants and
     the Common Shares obtained upon exercise of the Purchase  Warrants (whether
     after or before obtaining  receipts for a final prospectus  relating to the
     distribution  of Common  Shares and  Purchase  Warrants  upon  exercise  of
     Special  Warrants) not being freely  tradeable in the  jurisdiction  of the
     purchaser.

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

     A.   The transferee (i) at the time of exercise of this Special  Warrant is
          not in the Unites  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 acquiring  this Special  Warrant on behalf of a "U.S.  person";
          and (iii) did not execute or deliver this  Transfer form in the United
          States.

     B.   The transferee is an  "accredited  investor" as defined in Rule 501(a)
          of the Regulation D under the U.S. Securities Act.

     C.   Neither A nor B above apply to the transferee.

     The undersigned  transferee of  _____________  Special Warrants of Infowave
Software, Inc. hereby (i) acknowledges that such Special Warrants are subject to
the terms,  conditions and  provisions of an Indenture  dated as of November 23,
2001;  and  (ii)  confirms  that the  transfer  is made in  compliance  with all
applicable  securities  legislation and  requirements of regulatory  authorities
including,  without  limitation,  any  undertaking  given to the  Toronto  Stock
Exchange.



                                        ----------------------------------------
                                        Name of Transferee


                                        By:
                                            ------------------------------------


                                        ----------------------------------------
                                        Office or Title


                                        ----------------------------------------
                                        Address of Transferee

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



<PAGE>

                                  EXERCISE FORM


TO:  Infowave Software, Inc.
     Computershare Trust Company of Canada

     The undersigned  hereby  exercises the right to acquire units consisting of
______  common  shares and _______  common share  purchase  warrants of Infowave
Software, Inc. (or, in certain circumstances, such number of other securities or
property to which such Special  Warrants entitle the undersigned in lieu thereof
or in addition thereto under the provisions of the Indenture  referred to in the
accompanying  Special Warrant Certificate) in accordance with and subject to the
provisions of such Indenture.

     The Common Shares and Purchase  Warrants (or other  securities or property)
are to be registered as follows:

     Name: ---------------------------------------------------------------------

     Address in full: ----------------------------------------------------------

     Number of Common Shares: --------------------------------------------------

     Number of Purchase Warrants: ----------------------------------------------

     Note: If further nominees  intended,  please attach (and initial)  schedule
     giving the above for each further nominee.

     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 Special
          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 is not  exercising
          this Special 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 Special Warrants directly
          from the Company pursuant to a written subscription  agreement for the
          purchase of Units  consisting of Common Shares and Purchase  Warrants;
          (ii) is exercising the Special 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 Special 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.



<PAGE>
                                      -2-



The  undersigned  holder  understands  that unless box A above is  checked,  the
certificate  representing  the Shares and Purchase  Warrants  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.

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



------------------------------             -------------------------------------
Signature Guaranteed                       (Signature of Special Warrant Holder)


                                           -------------------------------------
                                           Print full name


                                           -------------------------------------
                                           Print full address

Instructions.
------------

1.   The  registered  holder may exercise its right to receive Common Shares and
     Purchase  Warrants by completing this form and  surrendering  this form and
     the Special Warrant  Certificate  representing  the Special  Warrants being
     exercised to Computershare  Trust Company of Canada at its principal office
     in Vancouver, British Columbia. Certificates for Common Shares and Purchase
     Warrants  will be delivered or mailed  within five  business days after the
     exercise of the Special Warrants.

2.   If the Exercise Form indicates that Common Shares and Purchase Warrants are
     to be issued to a person or persons other than the registered holder of the
     Certificate,  the  signature  of such holder of the  Exercise  Form must be
     guaranteed by an authorized  officer of a chartered bank,  trust company or
     medallion  guaranteed  by a member  of a  recognized  medallion  guaranteed
     program.

3.   If the  Exercise  Form is signed  by a  trustee,  executor,  administrator,
     curator, guardian,  attorney, officer of a corporation or any person acting
     in  a  judiciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by evidence of authority to sign  satisfactory  to the Trustee
     and the Corporation.

4.   If the registered  holder  exercises its right to receive Common Shares and
     Purchase  Warrants  prior  to a  prospectus  receipt  being  issued  by the
     securities regulatory authorities in British Columbia, Ontario, Alberta and
     Manitoba,  the Common  Shares  will be subject to a hold period and will be
     issued with a legend, when applicable, reflecting such hold period.