AGREEMENT REGARDING TERMINATION OF LEASE

 Exhibit 10.35

                    AGREEMENT REGARDING TERMINATION OF LEASE

THIS AGREEMENT REGARDING  TERMINATION OF LEASE ("Agreement") is made and entered
into this 25th day of May,  2002, by and between  STERLING  REALTY  ORGANIZATION
CO., a Washington corporation ("Landlord"), and INFOWAVE USA, INC., a Washington
corporation (Tenant").

                                    RECITALS

     A. Landlord and Tenant entered into that certain Lease  Agreement dated May
25, 2001 (the "Lease")  whereby Tenant agreed to lease certain premises known as
Suite 500 (the  "Premises") in the building  located at 3535 Factoria  Boulevard
S.E.,  Bellevue,  Washington (the  "Building").  The Building is located on that
certain  real  property  legally  described  on Exhibit A attached  hereto  (the
"Property").

     B.  Landlord  agrees to terminate  the Lease prior to the  expiration  date
stated therein,  and Landlord and Tenant hereby do so on the following terms and
conditions:

                                    AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1.   Capitalized  Terms.  All  capitalized  terms not defined in this  Agreement
     shall have the meaning attributed to them in the Lease.

2.   Termination  Date.  The Lease shall  terminate  at midnight on May 31, 2002
     (the  "Termination  Date").  Except  as  specifically  set  forth  in  this
     Agreement,   Landlord  and  Tenant  hereby  release  each  other  from  all
     obligations,  duties and liabilities  under or arising from the Lease as of
     Termination Date.

3.   Surrender  of Premises.  On or prior to June 14, 2002,  Tenant shall remove
     all of its personal  property from the Premises,  other than the furniture,
     fixtures  and  equipment   located  in  the  Premises,   which  are  hereby
     transferred to Landlord as of such date.  Tenant shall repair any damage to
     the  Premises  caused by the removal of  Tenant's  personal  property.  Any
     fixtures or  improvements  that are attached to the  Premises  shall become
     property of Landlord and shall remain in the  Premises in  accordance  with
     the terms of the Lease.

     If Tenant  fails to repair the  damage,  if any,  caused by its  removal of
     personal  property,  Tenant shall promptly reimburse Landlord for the costs
     incurred by Landlord to repair such damage.

4.   Termination Payment. By close of business on May 31, 2002, Tenant shall pay
     to Landlord  One Hundred  Fifty  Thousand  Dollars  ($150,000.00),  by wire
     transfer  or  cashier's   check,  as   consideration   for  Tenant's  early
     termination of the Lease (the "Termination  Payment"). 5. Letter of Credit.
     Upon receipt of the Termination  Payment,  Landlord shall release its right
     to the Letter of Credit in the amount of One Hundred Ten  Thousand  Dollars
     ($110,000.00),  currently held by Landlord in accordance  with the terms of
     Paragraph 1(g) of the Lease.

                                     - 1 -

6.   Sublease  with First  Northwest  Mortgage  Corporation.  Tenant  shall,  by
     execution  of the  Assignment  of Sublease in the form  attached  hereto as
     Exhibit B (the  "Assignment of Sublease"),  assign to Landlord its interest
     in that  certain  Sublease  between  Tenant  and First  Northwest  Mortgage
     Corporation,  a Washington  corporation  ("FNMC"),  dated December 10, 2001
     (the "Sublease"), pertaining to 1,969 rentable square feet of the Premises.
     Additionally,  Tenant shall transfer to Landlord no later than the close of
     business on May 31, 2002, by wire transfer or cashier's check, the Security
     Deposit paid to Tenant by FNMC in the amount of Three  Thousand Two Hundred
     Eighty-two Dollars ($3,282.00) (the "Security Deposit").

7.   Operating  Expenses.  Tenant shall be responsible for all expenses incurred
     in  connection  with the  Premises,  as provided by the terms of the Lease,
     through the date on which Tenant actually  vacates the Premises (as opposed
     to the only through the Termination Date).

8.   Effectiveness of Agreement.  The effectiveness of this Agreement is subject
     to and conditioned upon (a) Tenant's payment to Landlord of the Termination
     Payment,  (b) Tenant's  transfer to Landlord of the Security  Deposit,  (c)
     Tenant's execution of the Assignment of Sublease,  and this Agreement shall
     be effective and  enforceable  only if all such conditions are satisfied on
     or before 5:00 p.m. on May 31, 2002.

10.  Whole Agreement. This Agreement sets forth the entire understanding between
     Landlord  and Tenant with respect to the subject  matter of this  Agreement
     and replaces all prior to  contemporaneous  oral or written  agreements  or
     understandings.

11.  Attorneys'  Fees and Expenses of Litigation.  If either party shall consult
     an attorney or bring suit to enforce or  interpret  this  Agreement,  or to
     recover  damages and a resolution is reached or a judgment is entered,  the
     substantially  prevailing  party shall be entitled to a  reasonable  sum as
     attorneys'  fees, and all reasonable  costs and expenses in connection with
     such  dispute  or suit,  which sum shall be  included  in any  judgment  or
     decree.

12.  Governing Law. This Agreement shall be construed and governed in accordance
     with the laws of the State of Washington.

13.  Counterparts.  This Agreement may be executed in two or more  counterparts,
     each of which  shall be deemed to be an  original,  but all of which  shall
     constitute one and the

                                      - 2 -

     same  instrument.  In  making  proof of this  Agreement,  it  shall  not be
     necessary to produce or account for more than one such counterpart.

14.  Exhibits.

     Exhibit A - Assignment of Sublease

IN WITNESS  WHEREOF,  this  Agreement  has been  executed as of the day and year
first written above.

                            LANDLORD:

                            STERLING REALTY ORGANIZATION CO.,
                            a Washington corporation,

                            By:
                               -------------------------------------------------
                               David Schooler, President

                            TENANT:

                            INFOWAVE USA, INC.,
                            a Washington corporation

                            By:
                               -------------------------------------------------
                               Chief Financial Officer

                                     - 3 -

                                    EXHIBIT A
                                       TO
                    AGREEMENT REGARDING TERMINATION OF LEASE

                          Legal Description of Property

Parcel C
--------

All  that  certain  real  property  situate  in the  County  of  King,  State of
Washington,  being a portion of the south half of the  northwest  quarter of the
southeast  quarter of Section 9, Township 24 North,  Range 5 East, W.M., in King
County,  Washington, and being more particularly described as follows:
Beginning at the southwesterly  corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North,  Range 5 East,
W.M., in King County, Washington;
thence  from said  Point of  Beginning  along the  south  line of the  southwest
quarter of the  northwest  quarter of the  southeast  quarter of said  Section 9
north 87(degree)22'54" west 32.98 feet;
thence north 01(degree)08'52" east 166.07 feet;
thence north 33(degree)59'03" east 61.63 feet;
thence south 87(degree)22'23" east 274.45 feet;
thence south  02(degree)37'06"  west 218.60 feet to a point on the south line of
said south half of the northwest quarter of the southeast quarter of Section 9;
thence along last said south line north 87(degree)22'54" west 269.29 feet to the
True Point of Beginning.

                                      A - 1

                                    EXHIBIT C
                                       TO
                    AGREEMENT REGARDING TERMINATION OF LEASE

                          Form of 12600 Building Lease
                          ----------------------------

                                 [See Attached]

                             ASSIGNMENT OF SUBLEASE
                              ----------------------

THIS  ASSIGNMENT OF SUBLEASE  ("Assignment")  is made and entered into as of the
25th  day  of  May,  2002  by and  between  INFOWAVE  USA,  INC.,  a  Washington
corporation  ("Assignor")  and STERLING REALTY  ORGANIZATION,  CO., a Washington
corporation ("Assignee").

                                    RECITALS
                                    --------

This  Assignment  is made and  delivered  in order to effect  and  document  the
transfer by Assignor to Assignee  of  Assignor's  right,  title and  interest as
Sublessor  under that certain  Sublease by and between  Infowave  USA,  Inc., as
sublessor,  and First  Northwest  Mortgage  Corporation  dba  Northwest  Federal
Mortgage  Corporation,  as sublessee,  dated December 10, 2001 (the "Sublease").
The  Sublease  pertains  to  approximately  1,969  rentable  square  feet of the
premises known as Suite 500 of the building  located at 3535 Factoria  Boulevard
S.E.,  in the City of  Bellevue,  County  of  King,  State  of  Washington  (the
"Premises").  Assignor  currently leases the Premises from Assignee  pursuant to
the terms of the certain Lease Agreement between Assignor and Assignee dated May
25, 2001 (the "Master  Lease").  The legal  description  of the real property on
which the building is located is set forth on Exhibit A attached hereto.

                                    AGREEMENT
                                    ---------

NOW, THEREFORE, the parties agree as follows:

1.   Assignment.  Assignor hereby  assigns,  delivers and transfers to Assignee,
     all of Assignor's right, title and interest in, to and under the Sublease.

2.   Acceptance.  Assignee  hereby accepts this Assignment and agrees to perform
     all of the obligations of sublessor thereunder.

3.   Effective Date.  This  Assignment  shall be effective as of June 1, 2002.

IN WITNESS  WHEREOF,  the parties have executed this  Assignment as of the date
first above written.

ASSIGNOR:                               ASSIGNEE:

INFOWAVE USA, INC.,                     STERLING REALTY ORGANIZATION CO.,
a Washington corporation                a Washington corporation

By:_________________________            By:________________________________
   Its:_____________________               David Schooler, President -

                                    EXHIBIT A
                                       TO
                             ASSIGNMENT OF SUBLEASE

                          Legal Description of Property
                          -----------------------------

Parcel C
--------

All  that  certain  real  property  situate  in the  County  of  King,  State of
Washington,  being a portion of the south half of the  northwest  quarter of the
southeast  quarter of Section 9, Township 24 North,  Range 5 East, W.M., in King
County, Washington, and being more particularly described as follows:
Beginning at the southwesterly  corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North,  Range 5 East,
W.M., in King County, Washington;
thence  from said  Point of  Beginning  along the  south  line of the  southwest
quarter of the  northwest  quarter of the  southeast  quarter of said  Section 9
north 87(degree)22'54" west 32.98 feet;
thence north 01(degree)08'52" east 166.07 feet;
thence north  33(degree)59'03"  east 61.63 feet;  thence south  87(degree)22'23"
east 274.45 feet;
thence south  02(degree)37'06"  west 218.60 feet to a point on the south line of
said south half of the northwest quarter of the southeast quarter of Section 9;
thence along last said south line north 87(degree)22'54" west 269.29 feet to the
True Point of Beginning.

                                      A - 1 

Basic Info X:

Name: AGREEMENT REGARDING TERMINATION OF LEASE
Type: Lease
Date: Aug. 14, 2002
Company: INFOWAVE SOFTWARE INC
State:

Other info: