INFOWAVE SOFTWARE INC
SURRENDER OF LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>5
<FILENAME>ex10_37.txt
<DESCRIPTION>SURRENDER OF LEASE AGREEMENT
<TEXT>
                                                                   Exhibit 10.37

                               SURRENDER OF LEASE
                               ------------------


THIS SURRENDER made as of June 18, 2002

BETWEEN:

                INFOWAVE SOFTWARE, INC.
                200 - 4664 Lougheed Highway
                Burnaby, B.C.  V5C 5T5
                                                (the "Tenant")

AND:

                TONKO REALTY ADVISORS (B.C.) LTD.  as Agent of the Owners
                (formerly known as Tonko-Novam Management Ltd. and Tonko
                 Development (B.C.) Ltd.)
                800 - 688 West Hastings Street
                Vancouver, B.C. V6B 1P1
                                                (the "Landlord")

WHEREAS:

A.   Pursuant to that  certain  Indenture  of Lease  dated  August 12, 1999 (the
     "Lease")  the  Landlord  did demise and lease unto the Tenant the  premises
     known as Suite 184 and comprising 1,755 square feet in the building located
     at 4664 Lougheed Highway in Burnaby, B.C. (the "Leased Premises"), shown as
     outlined in black on the sketch plan  attached as Schedule "A" to the Lease
     and being part of those lands and premises situate,  lying and being in the
     City of Burnaby in the Province of British  Columbia and more  particularly
     known and described as:

            Lot 81 "A" except firstly: the west 150 feet, secondly:
                                part now road on
    statutory right of way Plan 4957 District Lot 124, Group 1 NWD Plan 3348
                                                                  (the "Lands");

B.   The Leased  Premises  demised by the Lease are vested in the Tenant for the
     unexpired  residue of the Term subject to a sublease of the Leased Premises
     to  Strydent  Software  Inc.  under a sublease  dated  August 31, 2000 (the
     "Sublease");

C.   At the request of the Tenant, the Landlord has agreed to accept a surrender
     of the Lease subject to the Sublease, such surrender to be made as at 12:01
     a.m.  on July 1, 2002  (the  "Effective  Time")  and on the terms as herein
     contained;

NOW THEREFORE THIS SURRENDER WITNESSES that in consideration of the premises and
the sum of $10.00 and other good and  valuable  consideration  (the  receipt and
sufficiency  whereof the parties hereby  acknowledge),  the parties covenant and
agree as follows:

1.   The Tenant as the person  presently  entitled to occupy the Leased Premises
     hereby  assigns and  surrenders to the Landlord  effective at the Effective
     Time,  the  Leased  Premises  and the Lease  subject to the  Sublease.  The
     Tenant, for itself,  its successors and assigns,  hereby covenants with the
     Landlord that the Tenant will deliver up possession of the Leased  Premises
     to the  Landlord  at the  Effective  Time  subject  to  the  rights  of the
     subtenant  under the  Sublease,  and that the Tenant has good  right,  full
     power and authority to surrender the Leased  Premises and the Lease subject
     to the rights of the subtenant pursuant to the Sublease.

2.   The Tenant represents and warrants to the Landlord,  as representations and
     warranties  that are true on the date of  execution of this  Agreement  and
     shall survive the completion of this surrender, that:

     (a)  the Sublease is in full force and effect, unamended;

     (b)  there is no default on the part of the  sublandlord  or the  subtenant
          under the Sublease;

     (c)  all the  subsisting  rights  and  all  subsisting  obligations  of the
          subtenant  and  the  sublandlord,  respectively,  under  the  Sublease
          including  without  limitation  those  related to tenant  inducements,
          rental  abatements  or  concessions,  are as contained in the Sublease
          presented  to

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          the Landlord by the Tenant and there are no other  agreements  between
          the  subtenant  and the  sublandlord  under the Sublease now in effect
          pertaining to such rights and obligations;

     (d)  the Sublease has been validly authorized, executed and delivered;

     (e)  the Sublease has not been cancelled,  surrendered,  modified, assigned
          or  renewed  and is in full force and  effect  and the  subtenant  has
          accepted  possession,  and is in occupation of the leased  premises as
          defined  in the  Sublease  and is  paying  rent  upon the terms of the
          Sublease;

     (f)  rent has been paid under the Sublease to date and has not been prepaid
          except as provided in the Sublease and the fixed basic rent at present
          payable pursuant to the Sublease is $1,608.75 per month;

     (g)  the Tenant will not amend,  modify or surrender the Sublease or accept
          any prepayment of rent other than the current month's rent without the
          prior written consent of the Landlord;

     (h)  there  is no  existing  default  by  either  the  sublandlord  or  the
          subtenant under the Sublease;

     (i)  there are no set-offs,  defences or  counterclaims by the subtenant in
          respect of the payment of rent or the  enforcement of the  obligations
          to be  performed  by  the  sublandlord  under  the  Sublease  nor  any
          agreement  between  the  subtenant  and  the  sublandlord  abating  or
          deferring  any past,  present or future  rent except as set out in the
          Sublease;

     (j)  no  litigation  or  governmental  or  municipal  proceeding  has  been
          commenced or is pending or  threatened  by or against the  sublandlord
          with  respect  to the  subleased  premises  and  the  subtenant  is in
          compliance  with all applicable  laws with respect to its occupancy of
          the subleased premises;

     (k)  all improvements to be provided by the sublandlord  under the Sublease
          or  under  any  antecedent  agreement  relating  thereto,   have  been
          completed to the  satisfaction  of the subtenant and all allowances on
          account of such subtenant's  improvements or any tenant inducements in
          kind or money,  including rental abatements or concessions,  have been
          paid in full by the sublandlord; and

     (l)  the deposit including all interest thereon that accrues to the benefit
          of the  subtenant,  now held by the  sublandlord,  is $ - and the same
          shall be paid by the  Tenant  to the  Landlord  concurrently  with the
          execution of this Surrender.

3.   The  Landlord  hereby  accepts  the  surrender  by the Tenant of the Leased
     Premises as aforesaid  and hereby  releases the Tenant from any  liability,
     claim and demand in respect of all or any of the covenants  contained in or
     otherwise  arising under the Lease from the Effective  Time,  provided that
     the Tenant has delivered  possession of the Leased Premises to the Landlord
     on or  before  the  Effective  Time in  accordance  with the  terms of this
     Surrender,  and subject to the survival of the representations,  warranties
     and covenants of the Subtenant herein contained, which are not released and
     which shall remain in full force and effect.

4.   The Tenant hereby  releases the Landlord from any and all liability,  claim
     and  demand  in  respect  of all or any of the  covenants  contained  in or
     otherwise arising under the Lease, excluding any liability, claim or demand
     in respect of the obligations as sub-landlord  with respect to the Sublease
     arising from and including the Effective Time.

5.   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto and their respective successors and assigns.

6.   The parties  agree to do and execute,  or cause to made,  done or executed,
     all such further and other lawful acts, deeds, things, devices, conveyances
     and  assurances  in law or equity  whatsoever  from time to time and at all
     times upon  every  reasonable  request  of the other to give  effect to the
     intent of this Agreement.

7.   Time is expressly  declared to be of the essence of this  Agreement  and of
     each and every term, covenant, agreement, condition and provision hereof or
     arising hereunder and observance and performance thereof.

8.   All notices,  demands and other  writings  (hereinafter  called a "Notice")
     contemplated to be given,  made or sent, by either party to the other shall
     be in writing addressed to the other at its address  hereinbefore given, or
     if any party has  notified the other in writing of a change of its address,
     at the last address of which notice has been given pursuant to this clause.
     Any  Notice  shall be deemed to have  been  received  on the date of actual
     delivery if delivered, or the date of receipt at such address if mailed, or
     the date of confirmation of transmission if sent by facsimile transmission.
     No other  method  of  delivery  or giving  of  written  notice or demand is
     precluded by this clause.

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9.   The waiving by a party hereto of a breach of an obligation hereunder of the
     other party will not be considered to be a waiver of a subsequent breach of
     that obligation or another obligation. No obligation in this Agreement will
     be  considered  to have been  waived  by a party  unless  the  waiver is in
     writing signed by the party waiving the same.

10.  Words and phrases  capitalized  in this  Agreement and defined in the Lease
     shall have the meanings ascribed thereto in the Lease.


IN WITNESS  WHEREOF the parties  hereto have executed  this  Surrender as of the
day, month and year first above written.


LANDLORD:       TONKO REALTY ADVISORS (B.C.) LTD. as Agent of the Owners



                __________________________________
                By: Andrew Altow, General Manager


TENANT:         INFOWAVE SOFTWARE, INC.


                By:_______________________________

                George Reznik, CFO
                -----------------------------------
                Print Name and Position



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</DOCUMENT>
