INFOWAVE SOFTWARE INC
AMENDMENT TO AGENCY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>ex-10_2.txt
<DESCRIPTION>AMENDMENT TO AGENCY AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2



                          AMENDMENT TO AGENCY AGREEMENT

     This  amendment  dated  November 15, 2001 (the  "Amendment")  to the Agency
Agreement  dated as of July 27, 2001 (the  "Agreement"),  is made by and between
Commonwealth  Associates,  L.P., and Infowave Software,  Inc.  Capitalized terms
used in this Amendment  shall have the same meanings set forth in the Agreement,
except as otherwise set forth herein.

     WHEREAS,  the parties  hereto wish to amend the terms of the  Agreement  to
reflect a modification  to the pricing terms of the  Placement,  an extension to
the Offering Period and certain other changes.

     NOW, THEREFORE, the parties hereto agree as follows:

1.   Definition of Closing Price. The definition of "Closing Price" in the first
     paragraph  of the  Agreement  is  hereby  deleted  and  replaced  with  the
     following definition:

     The "Closing  Price" shall be equal to the lower of (a) Cdn.  $0.69 and (b)
85% of the weighted average of the trading prices of the Company's common shares
on the TSE for the five trading days ending on the  business day  preceding  the
date of the Initial Closing.

2.   Extension  of Offering  Period.  The last  sentence of Section  1(a) of the
     Agreement  is  hereby  deleted  in  its  entirety  and  replaced  with  the
     following:

     The  offering  period  for the  Placement  (the  "Offering  Period")  shall
commence on the date the  Memorandum  is  delivered to the  Placement  Agent and
shall continue until December 14, 2001 (the "Termination Date").

3.   Closing  Conditions.  Section 3(b) of the  Agreement  is hereby  amended by
     adding the following new subsection (xii):

     (xii) Koll  Agreements.  Thomas  Koll shall  have  subscribed  for at least
$1,000,000  of Special  Warrants in the Placement  through the  conversion of at
least  $1,000,000 of outstanding  indebtedness  under Mr. Koll's existing credit
facility  (the  "Facility").  The  Facility  shall be amended  to provide  for a
three-year,  non-convertible,  non-revolving secured loan in the amount of up to
US$3,000,000,  but in any  case  representing  the net of  $12,000,000  less the
amount of the Placement (the "Koll Loan") bearing  interest at the United States
prime rate (as reported by Bloomberg) plus two percent,  payable  annually,  and
shall  otherwise be acceptable to the  Placement  Agent.  The Koll Loan shall be
subordinate  to any current or future bank debt or strategic  investment  in the
Company and may be prepaid to the extent of (a) 33% of the first  $3,000,000  of
gross  proceeds  of  future  equity  financings  by the  Company  and 50% of any
additional  amounts,  provided  such  financings  involve the issuance of common
stock  only at a price  greater  than  the  Closing  Price  and on terms no more
favorable   than  the  Offering  and  (b)  100%  of  payments  from   Technology
Partnerships  Canada.  The terms of the Koll Loan may not be amended without the
approval of all of the members of the Finance  Committee  (as defined in Section
4(m) hereof) other than Mr. Koll.

4.   Board of Directors.  Section 4(h) of the Agreement is hereby deleted in its
     entirety and replaced with the following:



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     (h)  Board  Composition,  Meetings  and  Compensation.  Until  such time as
Commonwealth and the Commonwealth  Investors ceases to beneficially own at least
10% of the  Company's  common shares  issued and  outstanding  from time to time
(assuming  exercise of the Special  Warrants but not exercise of the  Warrants),
the Company shall nominate and use reasonable efforts to cause to be elected two
members of the Board  designated  by the Placement  Agent,  at least one of whom
must be a Canadian  resident,  and not a U.S.  citizen.  If less than 80 Special
Warrants are sold in the  Placement,  both such nominees shall be required to be
Canadian residents,  and not U.S. citizens.  Until such time as both nominees of
the Placement  Agent have been elected or appointed to the Board,  the Placement
Agent shall be entitled to have one  observer  receive  notice of and attend all
meetings of the Board. Board meetings shall be held on not less than a quarterly
basis.  The Placement  Agent's  designees to the Board shall be  reimbursed  for
expenses  incurred in  attending  Board  meetings  and shall be entitled to such
other cash and non-cash  compensation as is afforded other non-employee  members
of the Board.  The Company agrees that two of the currently  existing members of
the Board shall not stand for  reelection  at the next meeting of  shareholders.
The  Placement  Agent  acknowledges  and agrees that until such time as the Koll
Loan has been repaid,  or if Mr. Koll purchases more than  $1,500,000 of Special
Warrants in the Offering,  then until such time as he ceases to beneficially own
at least 5% of the Company's  common shares,  the Company shall nominate and use
reasonable  efforts to cause to be elected one member of the Board designated by
Mr. Koll.

5.   Prospectus  Qualification.  Section 4(j) of the Agreement is hereby deleted
     in its entirety and replaced with the following:

     (j) Final  Prospectus.  The  Company  shall use its  reasonable  commercial
efforts  to file  and  receive  a  receipt  for the  final,  long-form  Canadian
Prospectus  qualifying  the  Shares  and the  Underlying  Shares  (to the extent
permissible)  for  distribution  and trading in Ontario,  British  Columbia  and
Alberta  within 90 days after the  Initial  Closing,  and shall  have  delivered
commercial copies of such Prospectus to the Placement Agent.

6.   Finance  Committee.  Section 4 of the Agreement is hereby amended by adding
     new subsection (m):

     (m) Executive Finance  Committee.  On the date of the Initial Closing,  the
Company  shall  establish  an  executive  finance  committee  of the Board  (the
"Finance Committee") comprised of three Board members, one of which shall be the
designee of the  Placement  Agent,  one of which shall be the designee of Thomas
Koll,  and one of which shall be the designee of the Chairman of the Board.  The
Finance Committee shall be authorized to have final approval of all cost cutting
measures   and  new   offerings  of  equity  or  debt   convertible   to  equity
("Financings")  by the  Company,  other than;  (i)  Financings  that involve the
issuance of common stock at a price  greater than the Closing Price and on terms
no more favorable than the Offering, as deemed by the Finance Committee,  acting
reasonably,  or (ii) Financings from strategic  partners.  The Finance Committee
shall  remain  in place at least  until  such time as the Koll Loan is repaid in
full.

7.   Effectiveness.  This  Amendment  shall be deemed  effective  as of the date
     hereof.

8.   Miscellaneous.

     a.  Agreement  Amended.  Subject to the  provisions of this Section 8, this
Amendment shall be deemed to be an amendment to the Agreement. All references to
the



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Agreement in any other document, instrument agreement or writing hereafter shall
be deemed to refer to the Agreement as amended hereby.

     b.  Successors and Assigns.  This Amendment shall be binding upon and inure
to the  benefit  of the  Company,  the  Placement  Agent  and  their  respective
successors and assigns.

     c.  Governing  Law.  This  Amendment  and the rights and  obligation of the
parties  hereunder shall be construed in accordance with and governed by the law
of the State of New York, without regard to conflict of laws principles.

     d.  Counterparts.  This Amendment may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     e. Fiduciary Obligations.  Nothing in this Amendment or the Agreement shall
derogate from any directors' fiduciary obligations.

     IN WITNESS  WHEREOF,  the parties hereto have each caused this Amendment to
be duly executed and delivered by their proper and duly  authorized  officers as
of the day and year first above written.

                                      INFOWAVE SOFTWARE, INC.

                                      By:
                                          --------------------------------------
                                          Name: Todd Carter
                                          Title: Chief Financial Officer

Agreed:

COMMONWEALTH ASSOCIATES, L.P.

   By: Commonwealth Associates Management Company., Inc.

   By:
       -------------------------------------------------------------------------
            Name: Joseph Wynne
            Title: Secretary






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