INFOWAVE SOFTWARE INC
INTELLECTUAL PROPERTY AGREEMENT - THOMAS KOLL
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>6
<FILENAME>ex-10_29.txt
<DESCRIPTION>INTELLECTUAL PROPERTY AGREEMENT - THOMAS KOLL
<TEXT>
                                                                   EXHIBIT 10.29


                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT  dated as of the 24th day of July,  2001  made by
Infowave Software, Inc. (the "Borrower"),  a corporation  incorporated under the
laws of British  Columbia  and having its chief  executive  office at Suite 200,
4664 Lougheed Highway,  Burnaby, BC, V5C 5T5 (facsimile (604) 473-3799),  to and
in favour of Thomas  Koll (the  "Lender"),  having an office at Suite 200,  4664
Lougheed Highway, Burnaby, BC, V5C 5T5 (facsimile (604) 473-3799).

     WHEREAS:

A. The Credit  Agreement was entered into by the Borrower and the Lender,  dated
as of the date  hereof  and the Lender  has  agreed to  advance  certain  credit
facilities on the terms and conditions set out in the Credit Agreement.

B. It is a condition of the advance of the said credit  facilities by the Lender
to the Borrower that the Borrower execute and deliver this Security Agreement to
the  Lender as  collateral  security  for the  payment  and  performance  of the
Obligations.

     NOW THEREFORE WITNESSETH that, in consideration of these premises and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged  by the Borrower,  the Borrower  covenants,  declares and agrees as
follows:

                                   ARTICLE 1
                                 INTERPRETATION

     Section 1.1 Terms  Incorporated for Reference.  All capitalized  terms used
but not  otherwise  defined in this Security  Agreement  shall have the meanings
attributed  to  them in the  Credit  Agreement.  Terms  defined  in the  British
Columbia  Personal  Property  Security  Act (as amended  from time to time,  the
"PPSA") and used but not otherwise defined in this Security Agreement shall have
the same meaning herein.

     Section 1.2 Defined  Terms.  In this  Security  Agreement,  unless there is
something in the subject matter or context inconsistent therewith, the following
words and terms shall have the following meanings:

          "Borrower"  means  Infowave  Software,  Inc.,  and its  successors and
permitted assigns;

          "Collateral" has the meaning set forth in Section 2.1;

          "Credit  Agreement"  means  the  loan  agreement  dated as of the date
hereof between the Lender and the Borrower (as such agreement may at any time or
from time to time be amended, supplemented or otherwise modified or restated);

          "Intellectual Property" means the Collateral,  other than any proceeds
or payments;

          "Lender" means Thomas Koll and his heirs,  executors,  administrators,
successors and assigns;

          "Licenses"   means  any  and  all  licenses,   sub-licenses,   leases,
sub-leases,  agreements to license or sub-license or lease or sub-lease,  rights
of use or control  (whether  as  licensee  or  licensor  or lessee or lessor and
whether exclusive or non-exclusive) in respect of or in connection with the



<PAGE>
                                      -2-



acquisition,  ownership or use of Intellectual  Property,  together in each case
with  any  amendments,  supplements,  modifications,   extensions,  renewals  or
replacements thereof, and "License" means any one of them;

          "Lien" includes any mortgage,  pledge, lien,  hypothecation,  security
interest or other  encumbrance or charge (whether fixed,  floating or otherwise)
or title retention, any right of set-off (arising otherwise than by operation of
law) and any deposit of moneys under any agreement or  arrangement  whereby such
moneys  may be  withdrawn  only upon  fulfillment  of any  conditions  as to the
discharge of any other indebtedness or other obligation to any creditor,  or any
right  of or  arrangement  of any  kind  with any  creditor  to have its  claims
satisfied  prior to other creditors with or from the proceeds of any properties,
assets or revenues of any kind now owned or hereafter acquired;

          "Obligations" has the meaning set forth in Section 2.2(1);

          "Official  Body" means any government or political  subdivision or any
agency,  authority,  bureau,  central  bank,  monetary  authority,   commission,
department or instrumentality  thereof,  or any court,  tribunal,  grand jury or
arbitrator, whether foreign or domestic;

          "Patents" has the meaning set forth in Section 2.1(b);

          "Permitted  Encumbrance"  has the  meaning  set  forth  in the  Credit
Agreement;

          "PPSA" has the meaning set forth in Section 1.1;

          "Royalties" means all royalties,  rents, issues, proceeds,  profits or
other fees (including,  without limitation,  license fees), charges, assessments
or  penalties  payable to the  Borrower or due or accruing  due to the  Borrower
pursuant to any License;

          "Security   Agreement"  means  this  intellectual   property  security
agreement, as amended, supplemented, or otherwise modified or restated;

          "Security Interest" has the meaning set forth in Section 2.2.(1); and

          "Trade-marks" has the meaning set forth in Section 2.1(a).

                                   ARTICLE 2
                                    SECURITY

     Section 2.1 Grant of Security.  Subject to Section 2.4, the Borrower hereby
grants to the Lender a  security  interest  in all  present  and  after-acquired
intellectual  or  industrial   property  of  the  Borrower,   including  without
limitation all of the Borrower's right, title and interest  throughout the world
in and to the  following  property,  which is  currently or in the future may be
owned,  created,  acquired, or used (whether pursuant to a License or otherwise)
by the Borrower,  in whole or in part (collectively,  the "Collateral",  and all
references thereto herein include any part thereof):

     (a)  all  trade-marks  and rights and interests  which are capable of being
          protected  as  trade-marks  (including  service  marks,  certification
          marks, designs,  logos, indicia, trade names, corporate names, company
          names,  business names,  fictitious  business names, trade styles, and
          other  source or business  identifiers,  and  applications  pertaining
          thereto),  and  including  the trade  names,  trade-marks,  trade-mark
          registrations and pending applications

<PAGE>

                                      -3-



          listed on  Schedule  A  attached  hereto,  as the same may be  updated
          hereafter from time to time, and rights to apply for, register,  renew
          and extend such trade-marks and trade-mark rights, and all Licenses in
          respect of any of the above (the "Trade-marks");

     (b)  all  of  the  Borrower's  right,  title  and  interest  in  and to all
          patentable  and  unpatentable   inventions,   invention   disclosures,
          patents, patent applications, industrial designs and industrial design
          applications,  including the applications and registrations  listed on
          Schedule B attached hereto,  as the same may be updated hereafter from
          time  to  time,  all  reissues,  divisions  renewals,  extensions  and
          continuations in part,  foreign filing rights, and rights to register,
          renew and extend  such  rights,  and to request  reexamination  and/or
          reissue  of the  patents,  and all  Licenses  in respect of any of the
          above (the "Patents");

     (c)  all  copyrights,  copyright  applications,   copyright  registrations,
          know-how,  trade secrets,  technical processes,  recipes and formulae,
          and Licenses in respect of any of the above (the "Copyrights");

     (d)  the right (without obligation) to sue or bring opposition, expungement
          or cancellation proceedings in the name of the Borrower or in the name
          of the Lender for past, present and future infringements or violations
          of any of the  intellectual  property  listed in paragraphs (a) to (c)
          above;

     (e)  all general  intangibles  relating  to the  foregoing,  including  all
          associated goodwill;

     (f)  all rights in databases and data  collections  and all rights  therein
          throughout the world;

     (g)  all rights in computer  software  including  all source  code,  object
          code,  firmware,  development tools,  files,  records and data and all
          documentation relating to the foregoing;

     (h)  all World Wide Web addresses, sites and domain names;

     (i)  all  proceeds  of  and  rights  associated  with  any  and  all of the
          foregoing (including, without limitation,  Royalties and claims by the
          Borrower   against   third   parties  for  past,   present  or  future
          infringement  of the  Intellectual  Property,  including  those  items
          listed in the Schedules to this Security  Agreement,  or for injury to
          the goodwill  associated with the use of any of the Trade-marks or for
          breach or  enforcement  of any  License,  Royalties  and  proceeds  of
          infringement  suits) and, to the extent not  otherwise  included,  all
          payments under insurance,  or any indemnity,  warranty,  or guarantee,
          payable by reason of loss or damage to or  otherwise  with  respect to
          the Collateral;

     (j)  all contracts,  licenses,  sublicenses and agreements with respect to,
          relating to or ancillary to any of the foregoing; and

     (k)  any  similar,  corresponding,  or  equivalent  rights  to  any  of the
          foregoing throughout the world.

     Section 2.2 Obligations  Secured. (1) The security interests granted hereby
(collectively,  the "Security Interest") shall be continuing collateral security
for the due payment and performance of all debts,  liabilities and  obligations,
present  or future,  direct or  indirect,  absolute  or  contingent,  matured or
unmatured,  joint or several or joint and  several,  at any time due or accruing
due by the  Borrower to the Lender under the Credit  Agreement  and the Security
Instruments or otherwise howsoever incurred,

<PAGE>

                                      -4-



whether  incurred as principal or surety  (collectively,  and together  with the
expenses, costs and charges set out in Section 2.2(2), the "Obligations").

     (2) All reasonable expenses,  costs and charges incurred by or on behalf of
the Lender and the Lenders in connection  with the  preparation  and issuance of
this Security  Agreement,  the  perfection,  preservation  and protection of the
Security  Interest  and the  enforcement  of the  Lender's  rights and  remedies
hereunder,  including the realization of the Collateral, and including all legal
fees (on a solicitor and solicitor's own client basis) and disbursements,  court
costs,  receiver's  or  Lender's  remuneration  and  other  expenses  of  taking
possession  of,  repairing,  protecting,  insuring,  preparing for  disposition,
realizing, collecting, selling, licensing, transferring, delivering or obtaining
payment of the Collateral, shall be added to and form a part of the Obligations.

     Section 2.3 Attachment.  (1) The Borrower and the Lender hereby acknowledge
that (i) value has been given;  (ii) the Borrower  has rights in the  Collateral
(other than  after-acquired  Collateral);  and (iii) the Borrower and the Lender
have not agreed to postpone the time of attachment of the Security Interest.

     (2) The  Borrower  agrees to  promptly  inform the Lender in writing of the
acquisition  by  the  Borrower  of  any  rights  in or  to  any  registrable  or
unregistrable  intellectual property which is not adequately described herein or
of the entitlement to the benefit of any application or registration  therefore,
and the  Borrower  agrees to execute and deliver at its own expense from time to
time amendments to this Security Agreement or the schedules hereto or additional
security  agreements or schedules as may be required by the Lender in order that
the Security Interest shall attach to such intellectual property.

     Section 2.4 Scope of Security Interest. (1) Nothing in Section 2.1 shall be
construed as a grant of a security  interest by the Borrower in any Intellectual
Property  licensed to the  Borrower  as  licensee or any License in which,  as a
matter of law or by its terms,  the Borrower  may not grant a security  interest
without the consent or  authorization  of the  licensor  unless such  consent or
authorization has been obtained. To the extent that the creation of the Security
Interest would  constitute a breach or permit the acceleration of any License to
which the  Borrower is a party,  the Security  Interest  shall not attach to the
Intellectual Property licensed thereby or to the License, but the Borrower shall
hold its interest therein in trust for the Lender and shall use its best efforts
to obtain the consent of the other party  thereto.  Upon the Borrower  obtaining
the consent of such other party,  the Security  Interest shall be deemed to have
automatically attached to such Intellectual Property and License.

     (2) Until the Security Interest shall have become  enforceable with respect
to any  particular  item of  Intellectual  Property,  the grant of the  Security
Interest  in  that  Intellectual  Property  shall  not  affect  in any  way  the
Borrower's rights to commercially exploit that Intellectual  Property, to defend
that  Intellectual  Property,  to enforce the Borrower's  rights therein or with
respect  thereto  against third parties in any court or to claim and be entitled
to receive any damages with respect to any infringement or violation thereof.

     (3) The Security  Interest shall not extend or apply to the last day of any
term of years reserved by a License,  but the Borrower shall stand  possessed of
any such  reversion  in trust to assign  and  dispose  thereof as the Lender may
direct.

     (4) The  Lender  will not be  deemed  in any  manner  to have  assumed  any
obligation  of the Borrower  under any License nor shall the Lender be liable to
any  Official  Body or license  counterparties  by reason of any  default by any
person under any License or other contract. The Borrower agrees to indemnify and
hold the Lender  harmless  of and from all  liability,  loss,  damage or expense
(including but

<PAGE>

                                      -5-



not limited to actual fees and costs charged to the Lender by his lawyers) which
he may or might incur by reason of any claim or demand  against him based on his
alleged  assumption  of the  Borrower's  duty  and  obligation  to  perform  and
discharge the terms, covenants and agreements in any License.

     (5) It is expressly acknowledged by the Borrower that,  notwithstanding any
right or authority  granted to the Borrower  herein or in any other agreement or
instrument to deal with the Collateral,  it is the intention of the Borrower and
the Lender that (i) the Security  Interest  shall  operate and be construed as a
fixed and  specific  charge of all  Collateral  in respect of which the Borrower
presently has rights,  and as a fixed and specific charge of all  after-acquired
Collateral  which shall  attach  forthwith  upon the Borrower  acquiring  rights
therein,  and (ii) the Security  Interest shall neither operate nor be construed
as a floating charge.

     Section 2.5 The  Lender's  Care and Custody of  Collateral.  (1) The Lender
shall  not be bound to  dispose  of,  realize,  protect  or  enforce  any of the
Borrower's  right,  title and interest in and to the  Collateral or to institute
proceedings for the purpose thereof.

     (2)  The  Lender  shall  have  no  obligation  to  keep  Collateral  in its
possession identifiable.

     (3)  The  Lender  may,  after  the  Security  Interest  shall  have  become
enforceable,  (i)  notify  any person  obligated  on a License  to make  payment
thereunder  to the Lender  whether or not the  Borrower was  theretofore  making
collections  thereon,  and (ii) assume control of any proceeds  arising from the
Collateral.

     Section 2.6 The Borrower's Dealings with Collateral. Except as permitted by
the Credit Agreement,  the Borrower shall not, without the prior written consent
of the Lender, sell, exchange,  license, release or abandon or otherwise dispose
of the Collateral or create, assume or permit to remain outstanding any Lien in,
on or of the Collateral.

     Section  2.7 Right of Set-Off.  The  Obligations  secured by this  Security
Agreement  shall be paid, when due, by the Borrower to the Lender without regard
to any equities  existing among the Borrower and the Lender,  and without regard
to any right of set-off or cross-claim or of any claim or demand of the Borrower
against the Lender, or otherwise.

     Section 2.8 Protective Disbursements.  If the Borrower fails to perform any
covenant on its part  contained in this Security  Agreement then the Lender may,
in its absolute discretion, perform any such covenant capable of being performed
by it and, if any such covenant  requires the payment or  expenditure  of money,
the Lender may make such payment but shall be under no  obligation to do so, and
all sums so paid or expended by the Lender shall be  immediately  payable by the
Borrower,  shall  bear  interest  at the  highest  rate set forth in the  Credit
Agreement until paid and shall be secured hereby, having the benefit of the Lien
hereby  created in  priority  to the  indebtedness  evidenced  by this  Security
Agreement.  No such  performance  or payment shall relieve the Borrower from any
default under this Security Agreement or any consequences of such default.

                                   ARTICLE 3
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 3.1 Representations,  Warranties and Covenants. The Borrower hereby
represents, warrants, and covenants that:


<PAGE>

                                      -6-



     (a)  a true and complete  schedule  setting forth all  trade-mark and trade
          name  registrations  and  pending  applications  and all  unregistered
          trade-marks  owned or  controlled  by the  Borrower or licensed to the
          Borrower,  together with a summary description and full information in
          respect of the filing or issuance  thereof and expiration dates is set
          forth on Schedule A attached hereto;

     (b)  a true  and  complete  schedule  setting  forth  all  patents,  patent
          applications,  industrial  designs and industrial design  applications
          owned or  controlled  by the  Borrower or  licensed  to the  Borrower,
          together with a summary description and full information in respect of
          the filing or issuance  thereof and  expiration  dates is set forth on
          Schedule B attached hereto;

     (c)  a true and complete schedule setting forth all copyright  applications
          and  registrations  owned or controlled by the Borrower or licensed to
          the Borrower, together with a summary description and full information
          in respect of the filing or issuance  thereof is set forth on Schedule
          C attached hereto;

     (d)  the  Borrower  is the  sole and  exclusive  owner  of the  entire  and
          unencumbered  right,  title,  and interest in and to the  Intellectual
          Property  identified  in  Schedules A, B and C and in and to all other
          Intellectual Property (other than Permitted  Encumbrances and licenses
          granted in the ordinary course of business) except that, if any, which
          is licensed from third parties, free and clear of any Liens, including
          licenses,  shop rights and  covenants by the Borrower not to sue third
          persons;

     (e)  to the extend that any of the Intellectual Property has been developed
          or created  by an  employee  or a third  party for the  Borrower,  the
          Borrower  has a written  agreement  with such  employee or third party
          with respect thereto and the Borrower has thereby  obtained  ownership
          of, and is the exclusive  owner of all such  intellectual  property by
          operations of law or by valid assignment;

     (f)  except for the filing of a  financing  statement  with  provincial  or
          state  personal  property  registries,  and filings  with the Canadian
          Intellectual  Property Office,  the United States Patent and Trademark
          Office and the United States Copyright  Office,  or the  corresponding
          offices in any other  country  which may be  necessary or desirable to
          perfect the Security Interest,  no authorization,  approval,  or other
          action by, and no notice to or filing with, any governmental authority
          or regulatory body is required either for the grant by the Borrower of
          the Security Interest or for the execution, delivery or performance of
          this  Security  Agreement by the Borrower or for the  perfection of or
          the exercise by the Lender of its rights  hereunder to the  Collateral
          in Canada or the United States;

     (g)  there  is  no  financing   statement  or  assignment  of  any  of  the
          Intellectual   Property  (or  similar   statement  or   instrument  of
          registration  under  the  law of any  jurisdiction)  now  on  file  or
          registered in any public  office  covering any interest of any kind in
          the Collateral,  or intended to cover any such interest, which has not
          been  subordinated,  terminated or released by the secured party named
          therein  and  so  long  as the  Obligations  remain  outstanding,  the
          Borrower  will not execute and there will not be on file in any public
          office any  financing  statement  or  assignment  of the  Intellectual
          Property (or similar statement or instrument of registration under the
          law of any  jurisdiction)  or statements  relating to the  Collateral,
          except (i) financing statements or assignments of the

<PAGE>

                                      -7-



          Intellectual  Property filed or to be filed in respect of and covering
          the Security  Interest of the Lender  hereby  granted and provided for
          and (ii) with respect to Permitted Encumbrances;

     (h)  the Borrower shall commence and diligently  prosecute in its own name,
          as the  real  party  in  interest,  for  its own  benefit  and its own
          expense, such suits,  administrative proceedings, or other actions for
          infringement  or  other  causes  of  action  as are in its  reasonable
          business  judgment  necessary to protect the Collateral.  The Borrower
          shall diligently defend all suits, administrative proceedings or other
          actions  brought  by third  parties  in  respect  of the  Intellectual
          Property  or  use  thereof   (other  than  in  respect  of   Permitted
          Encumbrances and licenses granted in the ordinary course of business).
          The Borrower shall provide to the Lender any information  with respect
          thereto  requested  by the Lender.  The Lender  may,  but shall not be
          required  to,  provide  at  the   Borrower's   expense  all  necessary
          cooperation in connection with any such suits,  proceedings or actions
          including, without limitation, joining as a necessary party. Following
          the Borrower  becoming  aware  thereof,  the Borrower  shall  promptly
          notify the Lender of the  institution of or any adverse  determination
          in any  proceeding in any patent,  trade-mark  or copyright  office or
          other regulatory  authority,  or any Canadian,  United States,  state,
          provincial  or  foreign  court  regarding  the  Borrower's   claim  of
          ownership in any of the Intellectual  Property, its right to apply for
          the same or its right to keep and maintain such rights;

     (i)  the Borrower has  continuously  used the  Trade-marks in the countries
          and  association  with the wares and  services  claimed in each of the
          trade-mark  applications and  registrations set out in Schedule A, and
          none of the  Trade-marks  have been  abandoned  or  invalidated,  and,
          except to the extent  that the  Lender,  upon 10 days'  prior  written
          notice by the Borrower,  shall consent,  and except to the extent such
          Borrower has a value business  purpose for doing otherwise (so long as
          any  action  on the  part of any such the  Borrower  would  not have a
          material  adverse  effect on the  Borrower's  business)  the  Borrower
          (either  itself  or  through  licensees)  will  continue  to  use  the
          Trade-marks  on each and every  trade-mark  class of goods in order to
          maintain  the  Trade-marks  in full  force  free  from  any  claim  of
          abandonment  for nonuse and the Borrower  will not (nor will it permit
          any licensee  thereof to) do any act or  knowingly  omit to do any act
          whereby any Trade-mark may become  abandoned or  invalidated,  and the
          Borrower shall notify the Lender immediately if it knows of any reason
          or  has  reason  to  know  that  any  pending  application  or  issued
          Trade-mark may become abandoned or invalidated;

     (j)  in no event shall the  Borrower,  either  itself or through any agent,
          employee,  licensee  or  designee,  (i)  file an  application  for the
          registration   of  any   Intellectual   Property   with  the  Canadian
          Intellectual  Property Office,  the United States Patent and Trademark
          Office or any similar office or agency of the United States or Canada,
          any state or  province  thereof,  any other  country or any  political
          subdivision  thereof or (ii) file any  assignment of any  Intellectual
          Property,  which the Borrower may acquire from a third party, with the
          Canadian  Intellectual  Property Office,  the United States Patent and
          Trademark Office or any similar office or agency of the United States,
          Canada,  any  state or  province  thereof,  any other  country  or any
          political  subdivision  thereof,  unless the Borrower  shall  promptly
          notify the Lender  thereof,  and, upon request of the Lender,  execute
          and  deliver  any  and  all  assignments,   agreements,   instruments,
          documents and papers as the Lender may reasonably  request to evidence
          the Lender's interest in such Intellectual Property and the

<PAGE>

                                      -8-



          goodwill and general  intangibles of the Borrower  relating thereto or
          represented  thereby,  and the Borrower hereby  constitutes the Lender
          its  attorney-in-fact  to execute and file all such  writings  for the
          foregoing  purposes,  all acts of such attorney being hereby  ratified
          and   confirmed,   such  power  being  coupled  with  an  interest  is
          irrevocable until the Obligations are paid in full;

     (k)  except to the extent that the Lender,  upon prior written  notice from
          the Borrower,  shall consent (which consent shall not be  unreasonably
          withheld),  the  Borrower  will not  assign,  sell,  mortgage,  lease,
          transfer,  pledge,  hypothecate,  grant a security interest in or lien
          upon,  encumber,  grant an exclusive  license,  grant a  non-exclusive
          license  (except in the  ordinary  course of  business),  or otherwise
          dispose  of any of the  Intellectual  Property,  and  nothing  in this
          Security Agreement shall be deemed a consent by the Lender to any such
          action except as expressly permitted herein;

     (l)  as of the date  hereof  neither  the  Borrower  nor any  affiliate  or
          subsidiary  thereof owns any Intellectual  Property  registered in, or
          the  subject of pending  applications  in, the  Canadian  Intellectual
          Property Office,  the United States Patent and Trademark Office or any
          similar  office or agency of the United States,  Canada,  any state or
          province  thereof,  any other  country  or any  political  subdivision
          thereof, other than those described in Schedules A, B and C hereto;

     (m)  the Borrower will take all necessary  steps in any  proceeding  before
          the Canadian  Intellectual  Property Office,  the United States Patent
          and  Trademark  Office or any  similar  office or agency of the United
          States,  Canada,  any state or province thereof,  any other country or
          any political  subdivision  thereof,  to maintain each application and
          registration  of  the  Intellectual   Property,   including,   without
          limitation,  filing of renewals,  affidavits of use, and affidavits of
          incontestability,  payment  of all  maintenance  and other  fees,  and
          responding to and defending all opposition, interference, cancellation
          and  expungement  proceedings  (except to the extent that  dedication,
          abandonment or invalidation is permitted under paragraph (i) hereof);

     (n)  the Borrower agrees that the Lender does not assume, and shall have no
          responsibility for, the payment of any sums due or to become due under
          any agreement or contract included in the Intellectual Property or the
          performance of any  obligations to be performed  under or with respect
          to any such  agreement or contract by the  Borrower,  and the Borrower
          hereby  agrees to indemnify  and hold the Lender  harmless of and from
          all liability,  loss, damage or expense  (including but not limited to
          actual fees and costs  charged to the Lender by his lawyers)  which he
          may or might  incur by  reason  of any and all  claims  by any  person
          relating thereto;

     (o)  the  Borrower  agrees  that  if it,  or any  affiliate  or  subsidiary
          thereof,  learns of any use by any person of any term or design likely
          to cause confusion with any  Trade-mark,  it shall promptly notify the
          Lender of such use and, if  requested  by the Lender,  shall join with
          the Lender,  at its  expense,  in such  action as the  Lender,  in its
          reasonable  discretion  may deem  advisable for the  protection of the
          Lender's interest in and to such Trade-marks;

     (p)  all licenses of  Intellectual  Property which the Borrower has granted
          to third parties are set forth in Schedule D hereto;

<PAGE>

                                      -9-



     (q)  if the Borrower shall acquire title to any new Intellectual  Property,
          the provisions of this Security  Agreement shall  automatically  apply
          thereto.  The Borrower shall promptly  notify the Lender in writing of
          any rights to any new Trade-marks or Patents  acquired by the Borrower
          after the date hereof and of any registrations  issued or applications
          for  registration  made after the date hereof.  Concurrently  with the
          filing  of  an  application  for  registration  for  any  Intellectual
          Property, the Borrower shall execute, deliver and record in all places
          where this Security  Agreement is recorded an  appropriate  agreement,
          substantially in the form hereof, with appropriate  insertions,  or an
          amendment to this Security Agreement, in form and substance reasonably
          satisfactory to the Lender, pursuant to which the Borrower shall grant
          a security interest to the extent of its interest in such registration
          as provided herein to the Lender; and

     (r)  the Borrower has and will maintain all such confidentiality agreements
          as necessary to protect and preserve the  Intellectual  Property,  and
          will obtain from  employees and any  third-parties  who receive any of
          the Borrower's confidential information or who create any Intellectual
          Property for the Borrower all such releases, assignments,  waivers and
          other   agreements   necessary   to  protect  and  preserve  all  such
          Intellectual Property.

                                   ARTICLE 4
                                   ENFORCEMENT

     Section 4.1 Default.  The Security Interest shall be and become enforceable
against the Borrower  (i) if and when it shall fail to make  payments or perform
any of the  Obligations  on demand or  otherwise  when due and  payable or to be
performed,  as the  case  may  be,  pursuant  to the  provisions  of the  Credit
Agreement,  (ii) if and when any representation or warranty made by the Borrower
in this Security Agreement or any other Credit Facility Document is incorrect in
any  material  respect  when  made or when  reaffirmed,  (iii)  if and  when the
Borrower fails to observe or perform any covenant,  condition or agreement to be
observed or performed  pursuant to this  Security  Agreement or any other Credit
Facility Document which could reasonably be expected to materially and adversely
affect the Lender;  and upon the occurrence of an Event of Default as defined in
the Credit Agreement.

     Section  4.2   Remedies.   Whenever  the   Security   Interest  has  become
enforceable,  the Lender may realize upon the  Collateral and enforce the rights
of the Lender by:

     (a)  sale, assignment, license, sub-license, granting options or options to
          purchase  or any  other  disposal  of  the  Collateral  including  all
          associated goodwill;

     (b)  collection of any proceeds arising in respect of the Collateral;

     (c)  collection, realization or sale of or other dealing with Royalties;

     (d)  the exercise of any contractual, legal or other rights or interests of
          the Borrower under or in respect of the Collateral;

     (e)  the  payment of any Lien that may exist or be  threatened  against the
          Collateral,  in which  event such  amount and any costs,  charges  and
          expenses  incurred  in  connection  therewith  shall  be  added to the
          Obligations;

<PAGE>

                                      -10-



     (f)  the  appointment by instrument in writing of a receiver (which term as
          used in this  Security  Agreement  includes a receiver and manager) or
          agent  of the  Collateral  and  the  removal  or  replacement  of such
          receiver or agent from time to time;

     (g)  the institution of proceedings in any court of competent  jurisdiction
          for the appointment of a receiver of the Collateral;

     (h)  the institution of proceedings in any court of competent  jurisdiction
          for sale or foreclosure of the Collateral;

     (i)  filing proofs of claim and other documents to establish  claims in any
          proceeding relating to the Borrower;

     (j)  the set-off and application  against the  Obligations,  to the fullest
          extent permitted by law, of any monies to be paid by the Lender to the
          Borrower under the Credit Agreement or any other agreement between the
          Lender and the Borrower; and

     (k)  any other remedy or  proceeding  authorized or permitted by applicable
          law.

In addition,  upon the occurrence of any default or Event of Default, as defined
in the Credit  Agreement,  the Borrower shall grant to the Lender a royalty-free
exclusive  license to use the Intellectual  Property and associated  goodwill to
the  extent  necessary  to enable the Lender to  possess  and  realize  upon the
Intellectual Property prior to the realization thereon.

Such remedies may be exercised  from time to time  separately or in  combination
and are in  addition  to and not in  substitution  for any  other  rights of the
Lender  however  created.  The Lender may proceed by way of any action,  suit or
other  proceeding  available at law and no right,  remedy or power of the Lender
shall be exclusive of or dependent on any other.  The Lender may exercise any of
its rights, remedies or powers separately or in combination and at any time. The
Lender  shall not be bound to  exercise  any such  rights or  remedies,  and the
exercise of such rights and remedies shall be without prejudice to the rights of
the Lender in respect of the  Obligations  including  the right to claim for any
deficiency.

     Section 4.3  Additional  Rights.  In addition to the remedies of the Lender
set forth in Section  4.2, the Lender may,  whenever  the Security  Interest has
become  enforceable,  demand,  commence,  continue  or defend  any  judicial  or
administrative proceedings for the purpose of protecting,  seizing,  collecting,
realizing or obtaining  possession or payment of the Collateral,  and give valid
and effectual  receipts and discharges  therefor and compromise or give time for
the payment or performance of all or any part of the accounts or any contract or
any  other  obligation  of any  third  party  to the  Borrower  relating  to the
Collateral.

     Section 4.4  Concerning  the  Receiver.  (1) Any receiver  appointed by the
Lender  shall be vested  with the  rights  and  remedies  which  could have been
exercised  by the Lender in respect of the Borrower or the  Collateral  and such
other powers and discretions as are granted in the instrument of appointment and
any  instrument  or  instruments  supplemental  thereto.  The  identity  of  the
receiver,  any replacement thereof and any remuneration  thereof shall be within
the unfettered discretion of the Lender.

     (2) Any receiver  appointed by the Lender shall act as agent for the Lender
for the purposes of taking  possession of the Collateral,  but otherwise and for
all other  purposes  (except as provided  below) as agent for the Borrower.  The
receiver may sell,  assign,  license,  sub-license,  grant options or options to
purchase or otherwise dispose of Collateral,  including all associated goodwill,
as agent for the Borrower

<PAGE>

                                      -11-



or as agent for the Lender (but in all cases shall take direction from the
Lender) as the Lender may determine in its sole and unfettered discretion. The
Borrower agrees to ratify and confirm all actions of the receiver acting as
agent for the Borrower, and to release and indemnify the receiver in respect of
all such actions other than actions constituting gross negligence or misconduct.

     (3) The Lender,  in appointing or refraining  from appointing any receiver,
shall not incur  liability to the receiver,  the Borrower or otherwise and shall
not be responsible for any misconduct or negligence of such receiver.

     Section 4.5  Appointment  of  Attorney.  The  Borrower  hereby  irrevocably
appoints the Lender (and any officer  thereof) as attorney of the Borrower (with
full power of  substitution)  to exercise,  whenever  the Security  Interest has
become  enforceable,  in the name of and on  behalf of the  Borrower  any of the
Borrower's right (including the right of disposal), title and interest in and to
the  Collateral  including  the  execution,  endorsement  and  delivery  of  any
agreements,  documents,  instruments and any notices,  receipts,  assignments or
verifications  of or in respect of Royalties.  All acts of any such attorney are
hereby ratified and approved, and such attorney shall not be liable for any act,
failure to act or any other matter or thing in connection therewith,  except for
its own negligence or wilful misconduct.

     Section 4.6 Dealing with the Collateral and the Security Interest.  (1) The
Lender shall not be obliged to exhaust its recourses against the Borrower or any
other person or persons or against any other security it, the Lender may hold in
respect of the Obligations  before realizing upon or otherwise  dealing with the
Collateral in such manner as the Lender may consider desirable.

     (2) The Lender may grant extensions or other indulgences,  take and give up
securities,  accept  compositions,  grant  releases and discharges and otherwise
deal with the Borrower and with other  persons,  sureties or  securities  as the
Lender may see fit, all without  prejudice to the  Obligations  or the rights of
the Lender in respect of the Collateral.

     (3) The Lender  shall not be (i) bound under any  circumstances  to realize
upon the  Collateral;  (ii)  liable or  accountable  for any failure to collect,
realize or obtain payment in respect of the Collateral; (iii) bound to institute
proceedings  for the purpose of  collecting,  enforcing,  realizing or obtaining
payment of the  Collateral  or for the purpose of  preserving  any rights of the
Lender  and  the  Borrower  or  any  other  persons  in  respect  thereof;  (iv)
responsible  for any  loss  occasioned  by any sale or  other  dealing  with the
Collateral  or by  the  retention  of or  failure  to  sell  or  otherwise  deal
therewith;  or (v) bound to protect the Collateral from depreciating in value or
becoming worthless.

     (4) All moneys from time to time received by the Lender or the receiver may
be applied as follows:  first, in discharge of all operating  expenses and other
ongoings affecting the Collateral; second, in keeping in good standing all Liens
on the Collateral having priority over the Security Interest;  third, in payment
of the  remuneration  and  disbursements  of the receiver (if any);  fourth,  in
payment to the Lender of moneys payable hereunder and under any other agreements
between the Lender and the  Borrower  entered  into  pursuant  thereto;  and the
balance,  if any,  shall  be paid to the  Borrower  or as a court  of  competent
jurisdiction  may direct.  If there shall be a  deficiency,  the Borrower  shall
remain liable for such deficiency and shall pay the amount of such deficiency to
the Lender forthwith.

     Section 4.7  Standards  of Sale.  Without  prejudice  to the ability of the
Lender  to  dispose  of the  Collateral  in any  manner  which  is  commercially
reasonable,  the Borrower  acknowledges  that a disposition of Collateral by the
Lender  which  takes  place  substantially  in  accordance  with  the  following
provisions shall be deemed to be commercially reasonable:

<PAGE>

                                      -12-



     (a)  Collateral may be disposed of in whole or in part;

     (b)  Collateral  may be  disposed  of by public  action,  public  tender or
          private  contract,  with or without  advertising and without any other
          formality;

     (c)  any  purchaser  or  licensee of such  Collateral  may be a customer or
          related party of the Lender;

     (d)  a disposition  of Collateral may be on such terms and conditions as to
          credit,   deferred  payment  or  otherwise  as  the  Lender,   in  its
          discretion, may deem advantageous;

     (e)  the Lender may  establish  an upset or reserve bid or price in respect
          of the Collateral; and

     (f)  the  Lender  may  buy  in,  rescind  or  vary  any  contract  for  the
          disposition  of  Collateral  and may dispose of any  Collateral  again
          without  being  obligated  to  account  or answer for any gain or loss
          occasioned thereby.

     Section 4.8 Dealings by Third Parties. No person dealing with the Lender or
its agent or a receiver shall be required (i) to determine  whether the Security
Interest has become enforceable;  (ii) to determine whether the powers which the
Lender  or such  agent or  receiver  on behalf of the  Lender is  purporting  to
exercise have become  exercisable;  (iii) to determine whether any money remains
due to the Lender by the Borrower; (iv) to determine the necessity or expediency
of the stipulations and conditions subject to which any sale or license shall be
made;  (v) to determine  the propriety or regularity of any sale or of any other
dealing by the Lender with the Collateral;  or (vi) to see to the application of
any money paid to the Lender.

     Section 4.9 Statutory  Waiver.  To the fullest extent permitted by law, the
Borrower waives all of the rights, benefits and protection provided to it by any
statute  which  imposes  limitations  upon the  rights,  remedies or powers of a
secured party.

                                   ARTICLE 5
                                     GENERAL

     Section  5.1  Discharge.  The  Security  Interest  shall  be  released  and
discharged  upon,  but only upon,  full  payment of the  Obligations  and at the
request and expense of the Borrower.

     Section  5.2 No Merger,  etc.  No judgment  recovered  by the Lender  shall
operate by way of merger of or in any way affect the Security Interest, which is
in addition to and not in  substitution  for any other security now or hereafter
held by the Lender in respect of the Obligations.

     Section 5.3  Waivers,  etc. No  amendment,  consent or waiver by the Lender
shall be effective unless made in writing and signed by an authorized officer of
the Lender and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

     Section  5.4  Further  Assurances.  The  Borrower  shall from time to time,
whether before or after the Security Interest shall have become enforceable,  do
all such acts and things and execute  and  deliver  all such  deeds,  transfers,
assignments and instruments as the Lender may reasonably  require for protecting
the  Collateral  or  perfecting  the Security  Interest and for  exercising  all
rights, remedies,  powers, authorities and discretions hereby conferred upon the
Lender, and the Borrower shall, from time to time

<PAGE>

                                      -13-



after the Security Interest has become enforceable,  do all such acts and things
and execute and deliver all such deeds,  transfers,  assignments and instruments
as the Lender may require for facilitating the sale of or other dealing with the
Collateral in connection with any realization thereof.

     Section  5.5  Notice.  All  notices,  requests,   demands,  directions  and
communications  (in this  Section  5.5,  "notices")  hereunder  shall be sent by
telex, facsimile or similar means of recorded communication or hand delivery and
shall be effective  when hand  delivered  or, in the case of  successful  telex,
facsimile or similar means of recorded communication, when received. All notices
shall be given to the respective  addresses on page 1 of this Security Agreement
or, in either case, in accordance with any unrevoked  written  direction as to a
change of address given in accordance with this Section 5.5.

     Section 5.6  Successors  and  Assigns.  This  Security  Agreement  shall be
binding upon the Borrower, its successors and permitted assigns, and shall enure
to the benefit of the Lender and its  successors  and assigns.  The Borrower may
not  assign or novate  any of its  rights or  obligations  under  this  Security
Agreement  without the prior  written  consent of the Lender.  All rights of the
Lender  hereunder shall be assignable in accordance with the terms of the Credit
Agreement.

     Section 5.7  Headings,  etc. The division of this Security  Agreement  into
sections and  subsections  and the insertion of headings are for  convenience of
reference only and shall not affect the construction or interpretation hereof.

     Section 5.8  Severability.  If and to the extent that any provision  hereof
shall  conflict with any  mandatory  provision of the PPSA  (including,  without
limitation, an exclusion or purported exclusion of a duty or onus imposed by the
PPSA or a limitation  or purported  limitation of the liability of or the amount
of  damages  recoverable  from a person who has  failed to  discharge  a duty or
obligation  imposed by the PPSA),  such provision of the PPSA shall govern.  The
provisions  of this  Security  Agreement  are intended to be  severable.  If any
provision  of  this  Security   Agreement   shall  be  held  to  be  invalid  or
unenforceable in whole or in part in any jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
unenforceability  without in any manner affecting the validity or enforceability
thereof in any other  jurisdiction  or the  remaining  provisions  hereof in any
jurisdiction.

     Section 5.9 Governing Law. This Security Agreement shall be governed by and
construed in accordance with the laws of the Province of British Columbia and of
Canada  applicable  therein  and shall be treated in all  respects as an British
Columbia contract.

     Section 5.10 Incorporation of Schedules. Schedules A, B, C and D shall, for
all purposes hereof, form an integral part of this Security Agreement.

     Section 5.11 Conflict.  In the event of a conflict or inconsistency between
the  provisions  of this  Security  Agreement  and the  provisions of the Credit
Agreement, the provisions of the Credit Agreement shall prevail.

     Section 5.12 Acknowledgement of Receipt/Waiver.  The Borrower  acknowledges
receipt of an executed copy of this Security Agreement.  The Borrower waives, to
the  extent  permitted  by law,  the right to  receive  a copy of any  financing
statement,  financing change statement or verification statement registered with
or issued by any personal property registry or other Official Body in connection
with this Security Agreement.

<PAGE>

                                      -14-



     IN WITNESS  WHEREOF the Borrower has duly executed this Security  Agreement
and  affixed  its  corporate  seal under the hands of its proper  officers  duly
authorized for the purpose thereof as of the date first above written.

                                        INFOWAVE SOFTWARE, INC.


                                        Per: ----------------------------------
                                                Authorized Signatory


                                        Per: ----------------------------------
                                                Authorized Signatory


<PAGE>


                                   SCHEDULE A

         TRADE-MARKS, TRADE-MARK REGISTRATIONS AND PENDING APPLICATIONS


REGISTERED TRADE-MARKS
----------------------



--------------------------------------------------------------------------------
Trade-mark:                I Design
Country:                   Canada
Registration No.:          527,301
Registration Date:         May 4, 2000

--------------------------------------------------------------------------------
Trade-mark:                I Design
Country:                   United States
Registration No.:          2,411,809
Registration Date:         Dec. 12, 2000

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE
Country:                   Canada
Registration No.:          441,677
Registration Date:         March 31, 1995

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE OFFICE ENABLER
Country:                   Canada
Registration No.:          496,520
Registration Date:         June 19, 1998

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE OFFICE ENABLER
Country:                   United States
Registration No.:          2,291,877
Registration Date:         November 16, 1999

--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE WIRELESS ENABLER
Country:                   Canada
Registration No.:          507,188
Registration Date:         January 27, 1999

--------------------------------------------------------------------------------
Trade-mark:                infoWave Design
Country:                   United States
Registration No.:          2,301,202
Registration Date:         December 21, 1999

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



<PAGE>
                                      -2-



TRADE-MARK APPLICATIONS
-----------------------

--------------------------------------------------------------------------------
Trade-mark:                CRM2GO
Country:                   Canada
Serial No.:                1,045,777
Filing Date:               February 8, 2000

--------------------------------------------------------------------------------
Trade-mark:                SFA2GO
Country:                   Canada
Serial No.:                1,045,774
Filing Date:               February 8, 2000

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

Trade-mark:                INFOWAVE & CIRCLE WITHIN A CIRCLE DESIGN
Country:                   Canada
Serial No.:                1,084,735
Filing Date:               November 30, 2000

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

Trade-mark:                INFOWAVE & CIRCLE WITHIN A CIRCLE DESIGN
Country:                   United States
Serial No.:                76/218,583
Filing Date:               March 5, 2001

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

Trade-mark:                INFOWAVE WIRELESS ENABLER
Country:                   United States
Serial No.:                75/396,059
Filing Date:               November 25, 1997

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

Trade-mark:                INFOWAVE
Country:                   United States
Serial No.:                75/229,032
Filing Date:               January 21, 1997

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

Trade-mark:                SYMMETRY
Country:                   United States
Serial No.:                75/816,213
Filing Date:               Oct. 5, 1999

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   United States
Serial No.:                76/139,261
Filing Date:               October 3, 2000

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   Canada
Serial No.:                1,074,166
Filing Date:               September 8, 2000

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

<PAGE>

                                      -3-


--------------------------------------------------------------------------------
Trade-mark:                INFOWAVE FOR THE NET
Country:                   United States
Serial No.:                75/803,984
Filing Date:               September 21, 1999

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

Trade-mark:                INFOWAVE FOR EXCHANGE
Country:                   United States
Serial No.:                75/803,983
Filing Date:               September 21, 1999

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

Trade-mark:                WIRELESS BUSINESS ENGINE
Country:                   European Community (Austria, Belgium, Denmark,
                           Finland, France, Germany, Greece, Ireland, Italy,
                           Luxembourg, Netherlands, Portugal, Spain, Sweden and
                           United Kingdom).
Serial No.:                1,996,636
Filing Date:               November 29, 2000

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






<PAGE>

                                   SCHEDULE B

                PATENTS, PATENT APPLICATIONS, INDUSTRIAL DESIGNS
                       AND INDUSTRIAL DESIGN APPLICATIONS


Registrations
-------------

None

Applications
------------

       United States Patent Application No. 09/755,898 - Filing Date May 5, 2001
       Title:       METHOD, APPARATUS, SIGNALS AND MEDIA FOR PROVIDING CUSTOM
                    OUTPUT IN RESPONSE TO USER INPUT AND E-MAIL SYSTEM
                    EMPLOYING SAME
       Inventor:    Mark Miller Chesser
       Assignee:    Infowave Software, Inc.

       Canadian Patent Application No. 2,330,414 - Filing Date May 8, 2001
       Title:       METHOD, APPARATUS, SIGNALS AND MEDIA FOR PROVIDING CUSTOM
                    OUTPUT IN RESPONSE TO USER INPUT AND E-MAIL SYSTEM
                    EMPLOYING SAME
       Inventor:    Mark Miller Chesser
       Assignee:    Infowave Software, Inc.




<PAGE>

                                   SCHEDULE C

                    COPYRIGHT APPLICATIONS AND REGISTRATIONS


Nil.

<PAGE>

                                   SCHEDULE D

                                    LICENSES


AT & T Wireless
Software Supply and License Agreement, dated September 25, 2000

Clearnet
Letter Agreement, dated March 27, 2000

Compaq Computer Corporation
Corporate Partnership Agreement dated April 5, 2000

CompServ, Inc.
North American Integration Partner Agreement dated Feb. 27, 2001

Getronics UK Ltd.
European Integration Partner Agreement dated March/April 2001

Glenayre Electronics, Inc.
1.   Strategic Development Agreement dated March 31, 1999
2.   Amendment and Addendum 1 to the Strategic Development Agreement dated March
     31, 1999

Handango
Partner Agreement dated June 2000

Inflightonline
Letter Agreement dated September 2000

Intel Corporation
Software License and Development Agreement, dated June 2000

Interknowlogy LLC
North American Integration Partner Agreement dated Feb. 15, 2001

NETiMAGE
Partner Agreement, dated Sept/Oct 2000

Nextcell Inc.
General Licensing Agreement, September 1, 2000

Nokia Internet Communications, Inc.
Authorized Reseller Agreement, August 2000

Nokia Mobile Phones, Inc.
Value Added Services Cooperation Agreement, February 2000

Novatel Wireless, Inc.
Distribution Agreement dated November 17, 2000



<PAGE>

                                      -2-




Sierra Wireless, Inc.
Co-Marketing and Reseller Agreement, October 12, 1999

Sprint Spectrum L.P.
Software Company Alliance Agreement dated December 19, 2000

Suma Partners, Inc.
Partner Agreement dated June 2000
North American Integration Partner Agreement January/February 2001

Telus Mobility
Telus Mobility Letter Contract signed Nov. 30, 2000

The Whitlock Group
North American Integration Partner Agreement dated February/ March 2001

Wireless Internet Solutions Providers Inc.
Partner Agreement dated June 2000

WirelessKnowledge LLC
Strategic Partnership Agreement dated April 21, 1999



</TEXT>
</DOCUMENT>
