INFOWAVE SOFTWARE INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>ex10_5.txt
<TEXT>



                                                                    EXHIBIT 10.5



[INFOWAVE LOGO]


April 23, 2002


BY EMAIL


Mr. Thomas Koll
7733 Westwood Lane
Mercer Island, WA
98040

Dear Thomas:

     Re: Employment with Infowave Software Inc. ("Infowave")
     -------------------------------------------------------

     Infowave is pleased to offer you the position of Chairman based in Seattle,
Washington.  If you accept  this offer,  you will  commence  employment  in this
position effective immediately. Your employment will be on the following terms:

1.   Position:  You will  continue  your  employment  with  Infowave  but in the
     position of Chairman,  reporting to the Board of Directors of Infowave (the
     "Board").  . You  agree  to  immediately  resign  as  President  and  Chief
     Executive  Officer of Infowave and as a director  and/or  officer of all of
     Infowave's subsidiaries.

2.   Duties and Obligations. During the term of this Agreement you will:

     (a)  be responsible for developing and implementing a strategy for Infowave
          with respect to a merger,  amalgamation,  plan of arrangement or other
          acquisition or reorganization  which results in a change of control of
          Infowave  or a sale of  substantially  all of the  assets of  Infowave
          (such  transaction  shall  be  an  "M&A   Transaction"),   identifying
          opportunities  for an M&A  Transaction  and negotiating and closing an
          M&A Transaction, subject in all cases to oversight and approval by the
          Board;

     (b)  act in accordance with the instructions,  and undertake such duties as
          Chairman, as from time to time are reasonably and lawfully assigned or
          communicated  to you by the  Board  and  will  keep  the  Board  fully
          informed  as to all  material  matters  in  relation  to  your  duties
          hereunder; and

     (c)  diligently,  honesty and  faithfully  serve Infowave and use your best
          efforts to promote the  interests and good will of Infowave and devote
          such amount of time to the


             Suite 200 - 4664 Lougheed Highway, Burnaby, BC V5C 5T5
                 Telephone. 604.473.3600 Facsimile. 604.473.3799

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          business and affairs of Infowave as is reasonably  necessary to fulfil
          your duties as non-executive Chairman. For greater certainty, you will
          not take any  action or cause to be done  anything  that  shall  cause
          Infowave  to exceed  any budget  established  from time to time by the
          Board.

     (d)  Infowave will provide all resources necessary to perform the duties as
          described  in  (a),  (b)  and  (c)   including   but  not  limited  to
          administrative  support  (Executive  coordinator  for up to 10 hours a
          week,  travel  budget  (international  travel in  business  class) and
          dedicated office space.

3.   Salary: Your gross salary will be US$150,000 per annum as of June 1, 2002.

4.   Stock Options:  Your stock options will continue to vest in accordance with
     the schedules set out in the  applicable  stock option  agreements  between
     Infowave and you.

5.   Benefits: You will continue to be entitled to participate in the Health and
     Insurance  Benefits and other benefits  normally provided by Infowave to US
     employees and on the same basis as such benefits are currently  provided to
     you.

6.   Vacation:  You  will be  entitled  to 4 weeks of  vacation  per  annum,  in
     accordance with Infowave's policies and practices.

7.   Termination of Employment:

     (a)  Infowave may terminate your  employment at any time with no notice for
          cause.

     (b)  Infowave may terminate your employment  without cause at any time upon
          the  provision by Infowave to you of a written  notice of  termination
          and payment of the lump gross sum of US$350,000,  subject to Section 8
          (and  will,  at your  request,  structure  such  payment in such a tax
          advantageous manner as you may reasonably request,  provided that such
          manner  is in no way  disadvantageous  to  Infowave).  Following  your
          receipt of notice of  termination,  your options which would otherwise
          vest during the 12-month period commencing  immediately following your
          receipt of such notice will immediately vest. Otherwise,  all unvested
          options will be immediately cancelled. Vested options would be subject
          to the terms of Infowave's Stock Option Plan.

     (c)  From  the date of this  Agreement  until  October  31,  2002,  you may
          terminate  your  employment  by giving  Infowave  at least two  months
          notice in writing.  and  Infowave  may at its  election  waive the two
          months and elect to  immediately  terminate  your  employment  without
          compensation.  . In either case,  all options would cease to vest upon
          Infowave's  receipt of the written notice of your termination.  Vested
          options would be subject to the terms of Infowave's Stock Option Plan.

     (d)  After October 31, 2002,  you may terminate  your  employment by giving
          Infowave at least five days notice in writing and  Infowave may at its
          election  waive the notice period and elect to  immediately  terminate
          your employment without compensation,



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                                      -3-



          except  as  provided  below.   Regardless   whether  you  or  Infowave
          terminates your employment under this Section 7(d), Infowave shall pay
          you the lump gross sum of US$350,000,  subject to Section 8 (and will,
          at your  request,  structure  such payment in such a tax  advantageous
          manner as you may reasonably request,  provided that such manner is in
          no way  disadvantageous  to Infowave).  . In either case,  all options
          would cease to vest upon  Infowave's  receipt of the written notice of
          your  termination.  Vested  options  would be  subject to the terms of
          Infowave's Stock Option Plan.

8.   Bonus: In the event you provide Infowave written notice of your resignation
     and an M&A Transaction in which you had significant  involvement  completes
     and closes  prior to October  31,  2002,  you shall be  entitled to a bonus
     payment of US$350,000 (gross) to be paid upon the completion and closing of
     the M&A  Transaction.  You shall not however be entitled to payment of both
     this bonus and any cash payment under Sections 7(b) or (d).

9.   Escrow  Funds.  As security for the payment of funds under  Section 7(b) or
     (d),  Infowave  shall pay  US$350,000  into a trust  account  to be held by
     Blake,  Cassels & Graydon LLP on terms of a trust  agreement  to be entered
     into  among  Infowave,  you  and  Blake,  Cassels  &  Graydon  LLP,  acting
     reasonably.

10.  Resignation.  Upon termination of your employment for whatever reason,  you
     will be deemed to have resigned from all offices held with Infowave and its
     subsidiaries  and you agree as a condition of receiving any payments  under
     Sections 7 or 8 to sign any resignations  which may reasonably be requested
     of you and to  execute a further  release  of  Infowave  in  respect of all
     matters  arising  out of  your  employment  under  this  Agreement  and the
     termination of that employment.

11.  Ability to Fulfil Duties.  You represent and warrant that you are not under
     any written  obligation with any present/former  employer  restricting your
     ability to accept or fulfil any  obligation  of your  employment by us. You
     shall also ensure that you do all things necessary to fully comply with all
     legally  imposed   obligations  of  confidence  and  fiduciary   duties  to
     present/former employers.

12.  Immigration.  Your  employment  shall at all  times be  conditional  on you
     having  appropriate  authority to work  full-time  in the United  States to
     fulfil your obligations as Chairman of Infowave.

13.  Prior Agreements. This agreement shall replace all prior agreements between
     you and Infowave pertaining to the subject matter hereof, including without
     limitation,  the letter  agreement  between you and Infowave dated December
     14, 2000 ("Letter  Agreement").  In consideration of Infowave entering into
     this Agreement, you release and forever discharge Infowave from any and all
     claims,  liability,  actions or causes of action arising or which may arise
     now or  hereafter  in  respect  of any  prior  written  or oral  employment
     contract or arrangement, including the Letter Agreement



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                                      -4-



14.  Governing Law. This agreement  shall be governed by and construed under the
     laws of the State of Washington.

     If you are in  agreement  with the  above,  please  execute  and return via
facsimile a copy of this letter.

                                       Yours very truly,


                                       Morgan Sturdy
                                       Chairman of the Board of Directors
                                       Infowave




                                       Accepted this ____ day of April, 2002.





---------------------------------
Thomas Koll


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