INFOWAVE SOFTWARE INC
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>5
<FILENAME>ex-10_26.txt
<TEXT>
                                                                   EXHIBIT 10.26


                           LEASE TERMINATION AGREEMENT



         This Lease Termination Agreement is made and entered into this 24th day
of May, 2001, by and between  INFOWAVE USA, INC., a Washington  corporation (the
"Tenant") and PRINCIPAL DEVELOPMENT INVESTORS, LLC, a Delaware limited liability
company (the "Owner").

                              W I T N E S S E T H:

     WHEREAS,  Tenant  entered into a certain Lease  Agreement  with Owner dated
December 7, 2000 (the  "Lease")  for certain  leasehold  premises  comprised  of
approximately  13,944  square  feet of space  for use as  general  office  space
located at 21540 - 30th Drive S.E., Bothell,  Washington 98201 (the "Premises");
and

     WHEREAS,  Owner and Tenant have reached a mutually acceptable agreement for
the  cancellation  and  early  termination  of the Lease  and  Tenant's  tenancy
thereunder.

     NOW,  THEREFORE,  for and in  consideration of the covenants and agreements
herein contained, the parties hereto stipulate, covenant and agree as follows:

          1. The Lease and Tenant's  tenancy  thereunder  shall be cancelled and
terminated effective as of May 24th, 2001 (the "Termination Date"), (which shall
be the Date Landlord  receives  payment in full pursuant to this  Agreement) and
shall be of no further  force and effect  from and after the  Termination  Date.
Tenant  shall  vacate  and  surrender  the  Premises  to Owner on or before  the
Termination  Date and shall have no further rights,  claims or interest in or to
the Premises from and after the Termination Date.

          2. Tenant agrees that no equipment has been installed by Tenant on the
Premises, nor has Tenant placed any personal property in the Premises.




<PAGE>

          3.  From and  after the date  which is 91 days  after the  Termination
Date, Owner and Tenant mutually  release,  remise,  acquit and forever discharge
the other of and from any and all liability,  claims,  demands, suits and causes
of action whatsoever,  which either party has, has had or shall have against the
other party arising out of or in any way connected  directly or indirectly  with
the Lease or Tenant's  leasehold  interest in the Premises;  provided,  however,
that if within  91 days of the  Termination  Date,  Tenant  voluntarily  files a
petition or answer  proposing  the  adjudication  of Tenant as a bankrupt or its
reorganization or arrangement,  or any composition,  readjustment,  liquidation,
dissolution  or similar  relief  with  respect to it  pursuant to any federal or
state  bankruptcy  or similar law,  (hereinafter  referred to as an  "Insolvency
Event")  Owner's release of Tenant's  obligations  under the Lease shall be null
and void and Owner shall be entitled to retain all sums paid to it hereunder, or
under  the  Lease   including  the  amount  set  forth  in  paragraph  4  below.
Notwithstanding  the  foregoing,  so long as there has been no Insolvency  Event
during the 91 day period following the Termination Date,  Landlord shall have no
further claim for additional amounts or obligations against Tenant, and provided
that the  payment  set forth  below has been made,  shall have no other claim of
default on the part of Tenant.

          4. Tenant  understands and agrees that it shall pay the amount of Four
Hundred Fifty Thousand and No/100 Dollars  ($450,000.00) (the  "Consideration").
Owner  acknowledges  Owner has  received  and shall  retain  Prepaid Rent in the
amount of $22,659.00 which shall be credited against the Consideration.

          5. Tenant and Owner agree that Owner shall either  return to Tenant or
credit against the  Consideration  original cash security  deposit of $24,983.00
submitted  by Tenant to  Landlord  upon the  signing of the Lease.  Owner  shall
return to Tenant  the Letter of Credit in the



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<PAGE>

amount of  $475,000.00,  upon the  expiration  of 91 days after the  Termination
Date. If, however,  within 91 days of the Termination Date,  Tenant  voluntarily
files a petition or answer proposing the adjudication of Tenant as a bankrupt or
its   reorganization   or  arrangement,   or  any   composition,   readjustment,
liquidation,  dissolution  or similar  relief with respect to it pursuant to any
federal or state  bankruptcy or similar law,  Owner shall have the right to draw
upon  the  full  amount  of the  Letter  of  Credit  as  security  for  Tenant's
obligations.

          6. This Lease  Termination  Agreement  shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective  successors and
assignees.






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                                       3
<PAGE>


     IN WITNESS  WHEREOF,  Owner and Tenant have  caused this Lease  Termination
Agreement to be executed as of the day and year first above written.

                                  Owner:

                                  PRINCIPAL DEVELOPMENT INVESTORS, LLC,
                                  a Delaware limited liability company


                                  By:  /s/ Thomas R. Pospil
                                       --------------------------------------

                                  Its: Counsel
                                       --------------------------------------


                                  By:  /s/ Kent T. Kelsey
                                       --------------------------------------
                                  Its: Counsel
                                       --------------------------------------



                                  Tenant:

                                  INFOWAVE USA, INC., a Washington corporation


                                  By:  /s/ Thomas Koll
                                       --------------------------------------
                                  Its: Chief Executive Officer
                                       --------------------------------------







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<PAGE>


STATE OF IOWA     )
                  ) ss.
COUNTY OF POLK    )


     On this --- day of -----------, 2001, before me, a Notary Public in and for
said County, personally appeared  -------------------- and --------------------,
to me  known  to be the  persons  who  executed  the  within  instrument  as the
--------------------  and  --------------------,   respectively,   of  PRINCIPAL
DEVELOPMENT  INVESTORS,  LLC,  and they  being  duly  sworn did state  that said
instrument  was signed on behalf of the said  corporation  by  authority  of its
board of directors,  and the aforesaid  officers each acknowledged the execution
of said instrument to be the voluntary act and deed of said  corporation,  by of
and each of them voluntarily executed.


                                  ----------------------------------------------
                                  Notary Public in and for said County and State


STATE OF ------   )
                  ) ss.
COUNTY OF ------  )


     On this ----- day of --------------------, 2001, before me, a Notary Public
in and for said County, personally appeared --------------------, to me known to
be the persons who executed the within instrument as the -------------------- of
--------------------, and he/she being duly sworn did state that said instrument
was  signed on  behalf  of the said  corporation  by  authority  of its board of
directors,  and  the  aforesaid  officer  acknowledged  the  execution  of  said
instrument to be the voluntary act and deed of said  corporation,  by of him/her
voluntarily executed.


                                  ----------------------------------------------
                                  Notary Public in and for said County and State



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