EXHIBIT 4.1



                             INFOWAVE SOFTWARE, INC.

                                STOCK OPTION PLAN
                                February 26, 1997

                (As Amended on September 3, 1997, March 27, 1998,
      December 4, 1998, June 5, 2000, May 8, 2001 and September 26, 2001)



1.   PURPOSE OF PLAN

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

2.   DEFINED TERMS

As used herein, the following definitions shall apply:

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

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

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

"Change of Control" means:

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

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





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

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

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

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

     (b)  a consultant who:

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

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

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

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

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

"Exchange" means The Toronto Stock Exchange;

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

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

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

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

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

"Option Price" means the price per share at which Shares may be purchased  under
the Option,  as the same may be adjusted  from time to time in  accordance  with
Article 7 or 8;



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                                      -3-



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

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

"Plan" means this stock option plan, as amended from time to time;

"Shares"  means  the  common  shares  of the  Company,  or,  in the  event of an
adjustment  contemplated  by Article 8, such other shares or securities to which
an Optionee  may be entitled  upon the exercise of an Option as a result of such
adjustment; and

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

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

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

3.   ADMINISTRATION OF THE PLAN

3.1. The Plan shall be administered by the Board.

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

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

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

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

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

     (e)  to determine the Option Price;

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

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                                      -4-



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

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

3.3. A  director  of the  Company  to whom an Option  may be  granted  shall not
participate in the decision of the Board to grant such Option.

4.   SHARES SUBJECT TO PLAN

     (a)  The  number of Shares  reserved  for  issuance  pursuant  to this Plan
          (together with those Shares which may be issued  pursuant to any other
          employee-related  plan of the Company or options for services  granted
          by the Company) is 8,568,679 Shares;

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

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

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

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

5.   ELIGIBILITY, GRANT AND TERMS OF OPTIONS

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

5.2  Except as otherwise  provided in this Plan, the number of Shares subject to
each Option, the Option Price, the expiration date of each Option, the extent to
which each Option is


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exercisable  from time to time during the term of the Option and other terms and
conditions  relating  to each such  option  shall be  determined  by the  Board;
provided, however, that Options shall have the following minimum attributes:

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

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

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

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

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

6.   EXERCISE OF OPTIONS

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

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

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


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                                      -6-



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

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

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

7.   VESTING

7.1. The Board may  determine,  in its sole  discretion,  subject  to Article 11
hereof, the vesting schedule  applicable to each Option,  which vesting schedule
will be set out in the documents relating to the grant of the Option.

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

8.   CERTAIN ADJUSTMENTS

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

9.   AMENDMENT OR DISCONTINUANCE OF PLAN

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

10.  LOANS TO OPTIONEES

10.1 Subject to applicable law and other  applicable rules of any stock exchange
in Canada upon which  Shares of the  Company are listed,  the Company may in its
sole discretion arrange for



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                                      -7-



the Company or any  Subsidiary to make loans or provide  guarantees for loans by
financial  institutions to assist Optionees to purchase Shares upon the exercise
of the  Options  so granted  or to assist  the  Optionees  to pay any income tax
eligible upon  exercise of the Options.  Such loans may be secured or unsecured,
and shall bear interest at such rates, if any, and be on such other terms as may
be determined by the Company.  Notwithstanding  the foregoing,  this Section 9.1
shall not apply so long as the Company is listed on The Toronto  Stock  Exchange
unless The Toronto Stock Exchange  gives  specific  approval to such a loan.

11.  CHANGE OF CONTROL

11.1 Without limiting Section 7 of this Plan and notwithstanding  that directors
of the Company may hold unvested  Options,  in the event of an offer being made,
either to the Company or to the shareholders of the Company,  by a person acting
at arm's  length to the  Company,  as that term is defined in the Income Tax Act
(Canada),  by  which  a  Change  of  Control  is  proposed,   whether  with  the
co-operation  of the Board or  otherwise,  then prior to the  completion of such
Change of Control, the Board may, in its sole and absolute discretion, cause any
or all outstanding stock options issued to Eligible Persons pursuant to the Plan
(except  only  those  which are  subject  to  cancellation),  whether  vested or
unvested, to vest and be exercisable as at such time as the Board may determine.

12.  ADDITIONAL PROVISIONS CONCERNING U.S. OPTIONEES

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

12.2. The maximum  aggregate  number of Shares  which may be  subject to Options
that are Incentive Stock Options under the Plan is 1,528,634 Shares,  subject to
adjustment as provided in Section 8 and subject to the provisions of Section 422
or 424 of the Code or any successor provision.

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

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



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                                      -8-



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

     (b)  If the U.S.  Eligible  Person is directly or indirectly the beneficial
          owner of 10% or more of the  combined  voting  power of all classes of
          shares in the  capital of the Company or a  Subsidiary  at the time an
          Option is granted to the U.S.  Eligible Person,  the exercise price of
          such Option will be equal to at least 110% of the fair market value of
          the shares, determined in accordance with Section 5.2, and the term of
          the Option shall be five years from the date of grant  thereof or such
          shorter term as may be provided in the Option Certificate;

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

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

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

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

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

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

          (ii) the U.S.  Eligible  Person must maintain his status as a employee
               of the  Company  or  Subsidiary  at all times  during  the period
               beginning



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                                      -9-



               on the date the Option is granted  and ending 30 days  before the
               date an Option is exercised.

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

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

     THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT
     BE OFFERED,  SOLD, OR OTHERSIE  TRANSFERRED  OR ASSIGNED  EXCEPT (A) TO THE
     COMPANY,  (B) OUTSIDE THE UNITED  STATES IN  ACCORDANCE  WITH  REGULATION S
     UNDER THE SECURITIES ACT, IF AVAILABLE, OR (C) INSIDE THE UNITED STATES (1)
     PURSUANT  TO THE  EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT
     PROVIDED BY RULE 144  THEREUNDER,  IF  AVAILABLE,  AND IN  COMPLIANCE  WITH
     APPLICABLE  STATE  SECURITIES  LAWS OR (2) IN A  TRANSACTION  THAT DOES NOT
     REQURIE  REGISTRATION  UNDER THE  SECURITIES  ACT OR ANY  APPLICABLE  STATE
     SECURITIES  LAWS, AND, IN CONNECTION WITH ANY TRANSFERS  PURSUANT TO (C)(1)
     OR (C)(2)  ABOVE,  THE SELLER HAS  FURNISHED  TO THE  COMPANY AN OPINION OF
     COUNSEL OF RECOGNIZED STANDING,  REASONABLY SATISFACTORY TO THE COMPANY, TO
     THAT EFFECT.

12.7. Notwithstanding  this   section   12,   the   Company   does  not   assume
responsibility  for the  income  or other  tax  consequences  for  Optionees  or
Eligible  Persons  under the Plan and they are advised to consult  their own tax
advisors.

13.  MISCELLANEOUS

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

13.2. Nothing in the Plan or any Option shall confer upon any Optionee any right
to  continue in the employ of the  Company or any  Subsidiary  of the Company or
affect in any way the right of the Company or any such  Subsidiary  to terminate
his  employment  at any time;  nor shall  anything  in the Plan or any Option be
deemed or construed to constitute an agreement,  or an expression of intent,  on
the part of the Company or any such Subsidiary to extend the


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                                      -10-



employment  of any  Optionee  beyond the time that he would  normally be retired
pursuant  to the  provisions  of any  present or future  retirement  plan of the
Company or any  Subsidiary  or any  present or future  retirement  policy of the
Company or any  Subsidiary,  or beyond the time at which he would  otherwise  be
retired  pursuant  to the  provisions  of any  contract of  employment  with the
Company or any  Subsidiary.  13.3.  To the extent  required by law or regulatory
policy or necessary  to allow Shares  issued on exercise of an option to be free
of resale  restrictions,  the  Company  shall  report  the  grant,  exercise  or
termination  of the  Option  to the  Exchange  and  the  appropriate  securities
regulatory authorities.


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