<PAGE>
                                                                   Exhibit 10.38


                                ESCROW AGREEMENT


THIS AGREEMENT is made as of the 3rd day of July, 2001

AMONG:

                  VOICE MOBILITY INTERNATIONAL, INC., a company incorporated
                  under the laws of Nevada having a place of business at Suite
                  180, 13777 Commerce Parkway, Richmond, British Columbia, V6V
                  2X3;

                  (the "Issuer");

AND:

                  COMPUTERSHARE TRUST COMPANY OF CANADA, having a place of
                  business at 4th Floor, 510 Burrard Street, Vancouver, British
                  Columbia, V7Y 1H1;

                  (the "Escrow Agent");

AND:

                  THE UNDERSIGNED SECURITY HOLDERS OF THE ISSUER

                  (the "Securityholders")

                  (collectively, the "Parties").

WHEREAS:

A.       the Issuer is proposing to carry out a distribution to the public of
         equity securities of the Issuer pursuant to a prospectus filed with one
         or more Canadian securities regulatory authorities;

B.       in connection with the proposed distribution to the public, the
         Securityholders have agreed to deposit certain of their securities of
         the Issuer in escrow, to be held by an escrow agent in accordance with
         arrangements acceptable to the Canadian securities regulatory
         authorities having jurisdiction in the matter; and

C.       the Escrow Agent has agreed to hold such securities in accordance with
         the terms of this Agreement.

NOW THEREFORE in consideration of the covenants contained in this agreement and
other good and valuable consideration paid by each party to the others (the
receipt and sufficiency of which are hereby acknowledged), the Parties agree as
follows:


<PAGE>
                                       2


1.       INTERPRETATION

1.1      DEFINITIONS

In this Agreement:

         (a)      "ACKNOWLEDGMENT" means an acknowledgment and agreement to be
                  bound, in the form of Schedule "C" to this Agreement;

         (b)      "ADDITIONAL SECURITIES" means securities, ownership of or
                  control or direction over which is acquired by a
                  Securityholder subsequent to the date on which the
                  Securityholder executes this Agreement or an Acknowledgement,
                  that are:

                  (i)      securities of the Issuer, ownership of or control or
                           direction over which is acquired by a Securityholder
                           as a dividend or other distribution on Securities,
                           upon the exercise by a Securityholder of a right of
                           purchase, conversion or exchange attaching to
                           Securities, or upon a subdivision or compulsory
                           conversion or exchange of Securities, or

                  (ii)     New Securities of a Successor Issuer, ownership of or
                           control or direction over which is acquired by a
                           Securityholder in consideration for Securities and
                           which are subject to escrow in accordance with
                           section 6.4 of this Agreement;

         (c)      "CANADIAN EXCHANGE" means the CDNX, the WSE, the ME and the
                  TSE;

         (d)      "CDNX" means the Canadian Venture Exchange Inc.;

         (e)      "COMBINATION" means a bona fide formal take-over bid, plan of
                  arrangement, amalgamation, merger or similar transaction;

         (f)      "EMERGING ISSUER" means an issuer that:

                  (i)      has equity securities listed on the CDNX and is
                           classified as a Tier 2 issuer thereon; or

                  (ii)     has equity securities listed on the ME or the WSE and
                           meets requirements equivalent to the CDNX's Tier 2
                           requirements but not the CDNX's Tier 1 requirements;

         (g)      "ESTABLISHED ISSUER" means an issuer that:

                  (i)      has equity securities listed on the TSE and is not
                           classified as an exempt issuer thereon;

                  (ii)     has equity securities listed on the CDNX and is
                           classified as a Tier 1 issuer thereon; or

                  (iii)    has equity securities listed on the ME or the WSE and
                           meets requirements equivalent to the CDNX's Tier 1
                           requirements;

         (h)      "EXCHANGE" means the Canadian Exchange on which the Issuer has
                  its equity securities listed;


<PAGE>
                                       3


         (i)      "IPO" means the initial distribution to the public by the
                  Issuer and/or by securityholders of the Issuer of equity
                  securities of the Issuer pursuant to a prospectus filed with
                  one or more Canadian security regulatory authorities;

         (j)      "IPO PROSPECTUS" means the prospectus or amended prospectus
                  pursuant to which the IPO was carried out;

         (k)      "ISSUER'S CERTIFICATE" means a certificate signed by a
                  director or officer of the Issuer, duly authorized to sign, as
                  evidenced by a certified copy of a resolution of the board of
                  directors of the Issuer attached to the certificate;

         (l)      "LISTING DATE" means the date on which the Securities are
                  first listed on a Canadian Exchange;

         (m)      "ME" means Montreal Exchange;

         (n)      "NEW SECURITIES" means equity securities and options of a
                  Successor Issuer which are issued to a Securityholder in
                  consideration for Securities in connection with a Combination;

         (o)      "RELEASE DATES" mean:

                  (i)      with respect to an Established Issuer, the dates
                           determined in accordance with clause 5.1(a); and

                  (ii)     with respect to an Emerging Issuer, the dates
                           determined in accordance with clause 5.1(b);

         (p)      "SECURITIES" means, in relation to a Securityholder, the
                  securities of the Securityholder described in Schedule "A" to
                  this Agreement, together with all Additional Securities of the
                  Securityholder, at any time prior to their release from escrow
                  in accordance with this Agreement;

         (q)      "SECURITYHOLDER" means a holder of securities of the Issuer
                  who executes this Agreement or an Acknowledgment;

         (r)      "SENIOR OFFICER" of a person or company means:

                  (i)      the chair or a vice-chair of the board of directors,
                           the president, the chief executive officer, the chief
                           financial officer, a vice-president, the secretary,
                           the treasurer or the general manager of the person or
                           company, or any individual who performs functions for
                           the person or company similar to those normally
                           performed by an individual occupying any such office,
                           and

                  (ii)     each of the five highest paid employees of the person
                           or company, including any individual referred to in
                           clause (a), excluding a commissioned salesperson who
                           does not act in a managerial capacity;

         (s)      "SUCCESSOR ISSUER" means an issuer that issues securities to a
                  Securityholder in connection with a Combination involving the
                  Issuer;


<PAGE>
                                       4


         (t)      "SUCCESSOR ISSUER'S CERTIFICATE" means a certificate signed by
                  a director or officer of the Successor Issuer, duly authorized
                  to sign, as evidenced by a certified copy of a resolution of
                  the board of directors of the Successor Issuer attached to the
                  certificate;

         (u)      "TSE" means the Toronto Stock Exchange; and

         (v)      "WSE" means the Winnipeg Stock Exchange;

1.2      TERMS DEFINED IN NATIONAL INSTRUMENT 14-101 DEFINITIONS

Terms used in this Agreement that are defined in National Instrument 14-101
DEFINITIONS have the meanings ascribed to them in that National Instrument.

1.3      CONTROL OR DIRECTION

For purposes of this Agreement, a person or company that has "control or
direction" over securities includes a person or company that, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares

         (a)      voting power, including the power to direct the voting of,
                  such securities; or

         (b)      investment power, including the power to acquire or dispose,
                  or to direct the acquisition or disposition of, such
                  securities.

In determining whether a person or company owns or has control or direction over
securities carrying a certain percentage of the voting rights attached to
outstanding voting securities, the voting rights attached to securities into
which options (other than incentive options) are exercisable must, for that
person or company, be treated as having been exercised.

2.       ESCROW

2.1      APPOINTMENT OF ESCROW AGENT

The Issuer and each Securityholder hereby appoint the Escrow Agent to act as
escrow agent in accordance with the terms and conditions of this Agreement, and
the Escrow Agent hereby accepts such appointment.

2.2      DEPOSIT OF SECURITIES IN ESCROW

Each Securityholder hereby deposits with the Escrow Agent, to be held in escrow
under this Agreement, the Securities of the Securityholder described in Schedule
"A", and agrees to deliver to the Escrow Agent forthwith upon receipt thereof
any certificates evidencing such Securities. Each Securityholder agrees to
deposit in escrow with the Escrow Agent, to be held in escrow under this
Agreement, all Additional Securities, and to deliver to the Escrow Agent
forthwith on receipt thereof any certificates evidencing Additional Securities,
and any replacement certificates which may at any time be issued for any
Securities held in escrow.

2.3      DIRECTION TO ESCROW AGENT

The Issuer and each Securityholder hereby direct the Escrow Agent to retain the
Securities in escrow until the Securities are released from escrow pursuant to
the terms of this Agreement.


<PAGE>
                                       5


3.       DEALING WITH SECURITIES IN ESCROW

3.1      PROHIBITIONS ON TRANSFERS AND ENCUMBRANCES

Except as expressly permitted in this Agreement, a Securityholder may not sell,
assign, transfer, redeem, surrender for consideration, effect or permit a change
in control or direction over, mortgage, hypothecate, charge, pledge, or
otherwise encumber Securities or any interest in, or in the certificate
evidencing, Securities.

3.2      INDIRECT DEALINGS PROHIBITED

No Securityholder that is not an individual will issue securities of its own
issue or effect or permit a transfer of ownership of securities of its own issue
that would have the effect of changing the beneficial ownership of, or control
or direction over, Securities.

3.3      PLEDGE FOR BONA FIDE LOAN

Subject to section 4.3, a Securityholder may pledge Securities to a financial
institution as collateral for a bona fide loan.

3.4      VOTING OF SECURITIES IN ESCROW

Escrow of Securities will not impair any right of a Securityholder to exercise
voting rights attaching to Securities.

3.5      DIVIDENDS ON SECURITIES IN ESCROW

Escrow of Securities will not impair any right of a Securityholder to receive a
dividend or other distribution on Securities, or to elect the form or manner in
which a dividend or other distribution on Securities will be paid. If, during
the period in which any of the Securities are retained in escrow pursuant to
this Agreement, any dividend or other distribution, other than one paid in
securities of the Issuer or in New Securities of a Successor Issuer, is received
by the Escrow Agent in respect of Securities, the Escrow Agent shall pay or
transfer such dividend or other distribution to the respective Securityholders
entitled thereto forthwith.

3.6      EXERCISE OF OTHER RIGHTS ATTACHING TO SECURITIES IN ESCROW

Subject to section 2.2 and Part 6, escrow of Securities will not impair any
right of a Securityholder to exercise a right attaching to a Security that
entitles the Securityholder to purchase or otherwise acquire another security or
to exchange or convert a Security for or into another security. Any security so
acquired by a Securityholder will be an Additional Security and subject to
escrow in accordance with the terms of this Agreement.

3.7      SECURITIES LEGISLATION RESALE RESTRICTIONS

The release of Securities from escrow or a transfer of Securities within escrow
in accordance with this Agreement will not affect or remove any restriction
imposed by the securities legislation of a jurisdiction on a trade in such
Securities by the Securityholder.


<PAGE>
                                       6


3.8      FILING REQUIREMENTS

The filing requirements in this Agreement are in addition to any other
requirements imposed by the securities legislation of a jurisdiction or the
Exchange.

4.       PERMITTED TRANSFERS WITHIN ESCROW

4.1      TRANSFER TO DIRECTORS AND SENIOR OFFICERS

         (a)      Subject to any legal or other restrictions on transfer and to
                  the approval of the Issuer's board of directors, Securities
                  may be transferred within escrow to an individual who is a
                  director or Senior Officer of the Issuer or of a material
                  operating subsidiary of the Issuer provided that the Escrow
                  Agent first receives:

                  (i)      a certified copy of the resolution of the board of
                           directors of the Issuer approving the transfer;

                  (ii)     an Issuer's Certificate stating that the transfer is
                           to a director or Senior Officer of the Issuer or of a
                           material operating subsidiary of the Issuer whose
                           election or appointment to that position has been
                           approved by the Exchange accompanied by evidence of
                           such approval;

                  (iii)    an Acknowledgment signed by the transferee or an
                           amended Agreement reflecting the transfer;

                  (iv)     copies of the transmittal letters sent to the
                           securities regulatory authorities and Exchange
                           pursuant to subsection (b) below; and

                  (v)      a transfer power of attorney, duly executed by the
                           transferor.

         (b)      At least 10 days prior to the date of the transfer, the Issuer
                  shall file with the securities regulatory authorities in the
                  jurisdictions in which it is a reporting issuer and the
                  Exchange the documents set out in clauses (a)(i) through
                  (a)(iii) above.

4.2      TRANSFER UPON BANKRUPTCY

Subject to any legal or other restrictions on transferability, upon the
bankruptcy of a Securityholder, the Securities of the Securityholder may be
transferred within escrow to the trustee in bankruptcy or other person or
company legally entitled to such Securities, provided that the Escrow Agent
first receives:

         (a)      a certified copy of either:

                  (i)      the assignment in bankruptcy of the Securityholder
                           filed with the Superintendent of Bankruptcy; or

                  (ii)     the Receiving Order adjudging the Securityholder
                           bankrupt;

         (b)      a certified copy of a certificate of appointment of the
                  trustee in bankruptcy;

         (c)      a transfer power of attorney, duly executed by the transferor;
                  and


<PAGE>
                                       7


         (d)      an Acknowledgment signed by the trustee in bankruptcy or other
                  person or company legally entitled to the Securities or an
                  amended Agreement reflecting the transfer.

Within 10 days after the date of transfer of the Securities pursuant to this
section 4.2, the transferee Securityholder shall file a copy of the amended
Agreement or Acknowledgment with the securities regulatory authorities in the
jurisdictions in which the Issuer is a reporting issuer and the Exchange.

4.3      TRANSFER UPON REALIZATION OF PLEDGED SECURITIES

In the event of the realization of Securities pledged by the Securityholder in
accordance with section 3.3, the Securities may be transferred within escrow to
the financial institution legally entitled to such Securities, provided that the
Escrow Agent first receives:

         (a)      a statutory declaration of an officer of the financial
                  institution that the financial institution is legally entitled
                  to the Securities;

         (b)      a transfer power of attorney, duly executed by the transferor;
                  and

         (c)      an Acknowledgment signed by the financial institution or an
                  amended Agreement reflecting the transfer.

Within 10 days after the date of transfer of the Securities pursuant to this
section 4.3, the transferee Securityholder shall file a copy of the amended
Agreement or Acknowledgment with the securities regulatory authorities in the
jurisdictions in which the Issuer is a reporting issuer and the Exchange.

4.4      TRANSFER TO CERTAIN PLANS AND FUNDS

Securities may be transferred within escrow by a Securityholder to a registered
retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF")
or any other similar trusteed plan or fund, or subsequently between any such
trusteed plans or funds, provided that the Escrow Agent first receives:

         (a)      evidence from the trustee of the plan or fund to which the
                  Securities are being transferred, stating that, to the best of
                  the trustee's knowledge, the beneficiaries of the plan or fund
                  do not include any person or company other than the
                  Securityholder or a spouse or child of the Securityholder;

         (b)      a transfer power of attorney, duly executed by the transferor;
                  and

         (c)      an Acknowledgment signed by the trustee of the plan or fund or
                  an amended Agreement reflecting the transfer.

Within 10 days after the date of transfer of the Securities pursuant to this
section 4.4, the transferee Securityholder shall file a copy of the amended
Agreement or Acknowledgment with the securities regulatory authorities in the
jurisdictions in which the Issuer is a reporting issuer and the Exchange.

4.5      EFFECT OF TRANSFER WITHIN ESCROW

Upon completion of a transfer of Securities pursuant to this Part 4, the
transferee will be a Securityholder and the Securities transferred will remain
in escrow, to be held in and released from escrow on the same terms and
conditions as were applicable prior to the transfer.


<PAGE>
                                       8


5.       RELEASE OF SECURITIES FROM ESCROW

5.1      RELEASE SCHEDULE

Subject to section 5.4, 5.5, Part 6 and Part 7, each Securityholder's Securities
will be released from escrow under this Agreement as follows:

         (a)      if the Issuer is an Established Issuer on completion of its
                  IPO


<TABLE>
<CAPTION>
                                DATE FREE OF ESCROW                       CUMULATIVE PERCENTAGE OF SECURITIES
               ------------------------------------------------------------------------------------------------------------
               <S>                                                    <C>
                                    Listing Date                              25% (not subject to escrow)
               ------------------------------------------------------------------------------------------------------------
                             6 months from Listing Date                                   50%
               ------------------------------------------------------------------------------------------------------------
                            12 months from Listing Date                                   75%
               ------------------------------------------------------------------------------------------------------------
                            18 months from Listing Date                                  100%
               ------------------------------------------------------------------------------------------------------------
</TABLE>

         (b)      if the Issuer is an Emerging Issuer on completion of its IPO

<TABLE>
<CAPTION>
                                DATE FREE OF ESCROW                       CUMULATIVE PERCENTAGE OF SECURITIES
               ------------------------------------------------------------------------------------------------------------
               <S>                                                    <C>
                                    Listing Date                              10% (not subject to escrow)
               ------------------------------------------------------------------------------------------------------------
                             6 months from Listing Date                                   25%
               ------------------------------------------------------------------------------------------------------------
                            12 months from Listing Date                                   40%
               ------------------------------------------------------------------------------------------------------------
                            18 months from Listing Date                                   55%
               ------------------------------------------------------------------------------------------------------------
                            24 months from Listing Date                                   70%
               ------------------------------------------------------------------------------------------------------------
                            30 months from Listing Date                                   85%
               ------------------------------------------------------------------------------------------------------------
                            36 months from Listing Date                                  100%
               ------------------------------------------------------------------------------------------------------------
</TABLE>

5.2      DELIVERY OF CERTIFICATES TO SECURITYHOLDER

The Escrow Agent will, as soon as reasonably practicable after the applicable
Release Date, deliver, to or at the direction of the Securityholder,
certificates evidencing the Securities released from escrow on the applicable
Release Date.

5.3      REPLACEMENT CERTIFICATES

Where a Securityholder has, in accordance with section 5.2, provided notice to
the Escrow Agent that the Securityholder wishes to receive a certificate
evidencing Securities released or to be released from escrow, and where the
relevant certificate held by the Escrow Agent evidences a combination of
Securities released from escrow on the applicable Release Date and Securities
that are to remain in escrow, the Escrow Agent will, as soon as reasonably
practicable after the applicable Release Date or


<PAGE>
                                       9


after receipt by the Escrow Agent of the notice from the Securityholder,
whichever is later, deliver such certificates to the Issuer or its transfer
agent, together with a request that separate replacement certificates be
prepared and delivered to the Escrow Agent. Where certificates evidencing
Securities are delivered to the Issuer in accordance with the foregoing, the
Issuer will, as soon as reasonably practicable, cause separate replacement
certificates to be prepared and delivered to the Escrow Agent. As soon as
reasonably practicable after the receipt by the Escrow Agent of the replacement
certificates, the Escrow Agent will deliver, to or at the direction of the
Securityholder, all replacement certificates evidencing Securities released from
escrow on the applicable Release Date.

5.4      RELEASE UPON DEATH

Upon the death of a Securityholder, the Securities of that Securityholder will
be released from escrow and the Escrow Agent will deliver all certificates
evidencing such Securities to the legal representative of the deceased
Securityholder, provided that the Escrow Agent first receives:

         (a)      a certified copy of the deceased Securityholder's death
                  certificate; and

         (b)      such evidence of the legal representative's status that the
                  Escrow Agent may reasonably require.

5.5      RELEASE IF MINIMUM IPO PROCEEDS $75,000,000

If the IPO Prospectus does not specify a minimum offering of $75,000,000 or
more, but gross proceeds of at least $75,000,000 are raised in the Issuer's IPO,
whether by way of a primary offering and/or a secondary offering of securities,
all Securities shall be released from escrow upon receipt by the Escrow Agent of
an Issuer's Certificate stating:

         (a)      the amount of gross proceeds raised in the IPO; and

         (b)      that the Securities are not required to be escrowed and may be
                  released to the Securityholders entitled to the same.

If the Escrow Agent has received notice from a Securityholder that the
Securityholder wishes to receive certificates evidencing released Securities,
the Escrow Agent will deliver such certificates in accordance with the procedure
set out in section 5.2.

6.       COMBINATIONS

6.1      DELIVERIES TO ESCROW AGENT

A Securityholder who wishes to tender Securities (the "Tendered Securities") to
a Combination will deliver to the Escrow Agent:

         (a)      a written direction signed by the Securityholder (a
                  "Direction") that directs the Escrow Agent to deliver to a
                  specified person or company (the "Depositary") either:

                  (i)      certificates evidencing the Tendered Securities, or

                  (ii)     if the Securityholder has provided the Escrow Agent
                           with a notice of guaranteed delivery or similar
                           notice of the Securityholder's intent to tender the
                           Tendered Securities to the Combination, that notice,
                           together with a letter of transmittal or similar
                           document and, where required, transfer power of
                           attorney duly executed


<PAGE>
                                       10


                           for transfer, and any other documentation specified
                           or provided by the Securityholder and required to be
                           delivered to the Depositary under the terms of the
                           Combination; and

         (b)      such other information concerning or evidence of the
                  Combination as the Escrow Agent may reasonably require.

6.2      DELIVERIES TO DEPOSITARY

Forthwith after its receipt of the information and documentation specified in
section 6.1, the Escrow Agent will deliver to the Depositary, in accordance with
the Direction, the documentation specified or provided under clause 6.1(a),
together with a letter addressed to the Depositary that:

         (a)      identifies the Tendered Securities;

         (b)      states that the Tendered Securities are held in escrow;

         (c)      states that the Tendered Securities are delivered only for the
                  purposes of the Combination and that the Tendered Securities
                  will be released from escrow only upon receipt by the Escrow
                  Agent of the information described in section 6.3;

         (d)      if certificates for Securities have been delivered to the
                  Depositary, requires the Depositary to return to the Escrow
                  Agent, as soon as practicable, the certificates evidencing
                  Securities that are not releasable from escrow as described in
                  clause (c) above; and

         (e)      where applicable, requires the Depositary to deliver or cause
                  to be delivered to the Escrow Agent, as soon as practicable,
                  certificates representing Additional Securities acquired by
                  the Securityholder under the Combination.

6.3      RELEASE OF SECURITIES TO DEPOSITARY

Tendered Securities will be released from escrow upon receipt by the Escrow
Agent of a declaration signed by the Depositary or, if the Direction identifies
the Depositary as acting on behalf of another person or company in respect of
the Combination, by that other person or company, that:

         (a)      the terms and conditions of the Combination have been met or
                  waived; and

         (b)      the Tendered Securities have either been taken up and paid for
                  or are subject to an unconditional obligation to be taken up
                  and paid for under the Combination.

6.4      ESCROW OF NEW SECURITIES

Each Securityholder agrees that New Securities received by the Securityholder
shall be held in escrow in substitution for the Tendered Securities if

         (a)

                  (i)      immediately after the completion of the Combination,
                           the Successor Issuer has no equity securities listed
                           on the TSE and is not classified as an exempt issuer
                           thereon;


<PAGE>
                                       11


                  (ii)     the Securityholder is a Principal of the Successor
                           Issuer (as defined in section 6.5); and

                  (iii)    immediately after completion of the Combination, the
                           Securityholder beneficially owns and/or has direction
                           or control over 1% or more of the Successor Issuer's
                           outstanding voting securities; or

         (b)      the Exchange on which the New Securities are listed so
                  requires.

6.5      MEANING OF "PRINCIPAL"

For the purposes of section 6.4, a "Principal of a Successor Issuer" means a
person or company that, immediately upon completion of the Combination, is:

         (a)      a Promoter (as defined in section 6.6) of the Successor Issuer
                  or a material operating subsidiary of the Successor Issuer
                  whose activities in this regard occurred at any time within
                  the previous two years;

         (b)      a director or Senior Officer of the Successor Issuer or of a
                  material operating subsidiary of the Successor Issuer;

         (c)      a person or company that

                  (i)      beneficially owns, directly or indirectly;

                  (ii)     has control or direction over; or

                  (iii)    has a combination of direct or indirect beneficial
                           ownership of and control or direction over

                  securities of the Successor Issuer carrying more than 20% of
                  the voting rights attached to all the outstanding voting
                  securities of the Successor Issuer, calculated immediately
                  after completion of the Combination;

         (d)      a person or company that:

                  (i)

                           (A)      beneficially owns, directly or indirectly;

                           (B)      has control or direction over; or

                           (C)      has a combination of direct or indirect
                                    beneficial ownership of and control or
                                    direction over

                                    securities of the Successor Issuer carrying
                                    more than 10% of the voting rights attached
                                    to all the outstanding voting securities of
                                    the Successor Issuer, calculated immediately
                                    after completion of the Combination, and


<PAGE>
                                       12


                  (ii)

                           (A)      has selected, or has the right to select one
                                    or more directors or Senior Officers of the
                                    Successor Issuer; or

                           (B)      one or more directors or Senior Officers of
                                    the Successor Issuer

                                    (a)      are directors, officers or
                                             employees of such person or
                                             company; or

                                    (b)     beneficially own, directly or
                                            indirectly, or have control or
                                            direction over, or have a
                                            combination of beneficial ownership
                                            of and control or direction over,
                                            more than 10% of the outstanding
                                            voting securities, of such person or
                                            company;

         (e)      an issuer:

                  (i)      if 20% or more of the voting securities of the issuer
                           are beneficially owned, directly or indirectly, by
                           one or more of the persons or companies referred to
                           in clauses (a) through (d); or

                  (ii)     if one or more of the persons or companies referred
                           to in clauses (a) through (d) has or have control or
                           direction over 20% or more of the voting securities
                           of the issuer; or

                  (iii)    if one or more of the persons or companies referred
                           to in clauses (a) through (d) has or have a
                           combination of beneficial ownership of and control or
                           direction over, 20% of the voting securities of the
                           issuer; or

         (f)      an associate of a person or company referred to in clauses (a)
                  through (d).

6.6      MEANING OF PROMOTER

For the purposes of section 6.5, "Promoter" means:

         (a)      a person or company that, acting alone or in conjunction with
                  one or more other persons or companies or a combination
                  thereof, directly or indirectly takes the initiative in
                  founding, organizing or substantially reorganizing the
                  business of a Successor Issuer or material operating
                  subsidiary thereof; or

         (b)      a person or company that, in connection with the founding,
                  organizing or substantial reorganizing of the business of the
                  Successor Issuer or material operating subsidiary thereof,
                  directly or indirectly receives, in consideration of services
                  or property or both, 10% or more of a class of the Successor
                  Issuer's own securities or 10% or more of the proceeds from
                  the sale of a class of the Successor Issuer's own securities
                  of a particular issue;

         but does not include a person or company that receives securities or
         proceeds solely as underwriting commissions or in consideration for
         property, if that person or company does not otherwise take part in
         founding, organizing or substantially reorganizing the business of a
         Successor Issuer or material operating subsidiary thereof.


<PAGE>
                                       13


6.7      RELEASE FROM ESCROW OF NEW SECURITIES

Upon receipt by the Escrow Agent of an Issuer's Certificate from the Successor
Issuer:

         (a)      stating that it is a Successor Issuer;

         (b)      containing a list of the Securityholders whose New Securities
                  are subject to escrow pursuant to section 6.4;

         (c)      containing a list of the Securityholders whose New Securities
                  are not subject to escrow pursuant to section 6.4;

         (d)      notices from Securityholders who are on the list described in
                  clause (c) above that the Securityholder giving the notice
                  wishes to receive certificates evidencing released New
                  Securities,

         the Escrow Agent will deliver such certificates in accordance with the
         procedure set out in section 5.2.

The Escrow Agent will hold any New Securities acquired under a Combination by a
Securityholder who is listed on the list described in clause (b) in escrow on
the same terms and conditions, including release dates, as applied to the
Securities for which they were exchanged, substituted or constituted
consideration, which release dates may be revised pursuant to Part 7.

7.       EARLY RELEASE ON GRADUATION

7.1      REQUIREMENTS FOR GRADUATION

For the purposes of this Part 7, "Graduation Requirement" means any one of the
following:

         (a)      the Issuer's equity securities are listed on the TSE;

         (b)      the Issuer's equity securities are listed on the CDNX and the
                  Issuer is classified as a Tier 1 issuer thereon; or

         (c)      the Issuer's equity securities are listed on the ME or the WSE
                  and the Issuer meets requirements equivalent to the CDNX's
                  Tier 1 listing requirements.

7.2      RELEASE OF SECURITIES ON GRADUATION

Notwithstanding section 5.1, Securities of an Emerging Issuer that satisfies a
Graduation Requirement will, subject to section 7.3, be released from escrow as
follows:

         (a)      if the Issuer has satisfied a Graduation Requirement and
                  complied with the procedural requirements of section 7.3
                  within 18 months after its Listing Date:

                  (i)      that number of Securities that would, to that date,
                           have been eligible for release from escrow if the
                           issuer had been an Established Issuer on its Listing
                           Date will immediately be released from escrow; and


<PAGE>
                                       14


                  (ii)     one-third of each Securityholder's Securities that
                           are equity securities and one-third of each
                           Securityholder's Securities that are options, if not
                           previously released, will be released:

                           (A)      6 months after the Listing Date;

                           (B)      12 months after the Listing Date; and

                           (C)      18 months after the Listing Date; or

         (b)      if the Issuer satisfies a Graduation Requirement and complies
                  with section 7.3 18 months or more after its Listing Date, all
                  Securities will be immediately released from escrow.

7.3      FILING REQUIREMENTS

It is a condition of the release of Securities from escrow in accordance with
section 7.2 that, if the Issuer is an Emerging Issuer on the date of this
Agreement and subsequently meets one of the Graduation Requirements set out in
section 7.1, the Issuer

         (a)      at least 20 days prior to the date of the initial release of
                  Securities pursuant to section 7.2, files with the securities
                  regulatory authorities of the jurisdictions in which it is a
                  reporting issuer and the Exchange:

                  (i)      an Issuer's Certificate stating that:

                  (ii)     the Issuer has met the Graduation Requirement
                           specified in the Issuer's Certificate; and

                  (iii)    the Securityholders are entitled to an initial
                           release of the numbers of Securities specified in
                           accordance with section 7.2 of this Agreement; and

                  (iv)     a copy of a letter or other evidence from the
                           Exchange confirming that the Graduation Requirement
                           has been met; and

         (b)      at least 10 days prior to the date of the initial release
                  pursuant to section 7.2, issues and files with the securities
                  regulatory authorities of the jurisdictions in which it is a
                  reporting issuer and the Exchange, a news release disclosing
                  details of the impending release of the Securities and the
                  change in the release schedule that will be applicable to the
                  Securities.

If subsection 7.2(a) applies, the Issuer shall, within 10 days after the date of
the initial release of Securities on the new escrow release schedule, file with
the securities regulatory authorities of the jurisdictions in which it is a
reporting issuer and the Exchange, an amended copy of this Agreement.

7.4      AMENDMENT OF RELEASE SCHEDULE

Upon receipt by the Escrow Agent of an Issuer's Certificate:

         (a)      stating that the Issuer has met one of the Graduation
                  Requirements specified in section 7.1;


<PAGE>
                                       15


         (b)      stating that the Securityholders are entitled to early release
                  from escrow of Securities as set out in section 7.2;

         (c)      stating that the Issuer has issued a news release in
                  accordance with section 7.3 and specifying the date on which
                  such news release was issued; and

         (d)      specifying the new escrow release schedule, in accordance with
                  section 7.2, applicable to the Securities held in escrow;

Schedule "B" to this Agreement will be deemed to be amended to reflect the new
escrow release schedule referred to in clause 7.4(d) above.

7.5      INITIAL RELEASE PURSUANT TO AMENDED SCHEDULE

If Schedule "B" to this Agreement is amended pursuant to section 7.4, the Escrow
Agent will effect the initial release of Securities in accordance with the
amended Schedule "B" on, or as soon as reasonably practicable after, the later
of the initial release date set forth in the amended Schedule "B" and the date
that is 10 days after the date of the news release specified in the Issuer's
Certificate provided under section 7.4.

8.       ESCROW AGENT

8.1      ESCROW AGENT NOT RESPONSIBLE FOR GENUINENESS

The Escrow Agent shall not be responsible or liable in any manner whatever for
the sufficiency, correctness, genuineness or validity of any Security deposited
with it.

8.2      ESCROW AGENT NOT RESPONSIBLE FOR FURNISHING INFORMATION

The Escrow Agent will bear no responsibility for seeking, obtaining, compiling,
preparing or determining the accuracy of any information or document, the Escrow
Agent's receipt of which is a condition to a release from escrow or a transfer
within escrow under this Agreement.

8.3      ESCROW AGENT NOT RESPONSIBLE AFTER RELEASE

The Escrow Agent will have no further responsibility for Securities after it has
delivered Securities to or at the direction of the Securityholder in accordance
with the terms of this Agreement.

8.4      INDEMNIFICATION OF ESCROW AGENT

The Issuer and the Securityholders jointly and severally agree to release and
indemnify and save harmless the Escrow Agent, its successors and assigns, and
its directors, officers, employees and agents (the "Indemnified Parties")
against and from all claims, suits, demands, costs, damages and expenses and
disbursements of every nature and kind which may be brought against or suffered
or incurred by the Indemnified Parties in consequence of , arising out of, or in
any way related to the Escrow Agreement, as amended, modified or supplemented
from time to time.

8.5      REMUNERATION OF ESCROW AGENT

The Issuer will pay the Escrow Agent reasonable remuneration for, and reimburse
the Escrow Agent for its disbursements in connection with, its services under
this Agreement.


<PAGE>
                                       16


8.6      RESIGNATION OF ESCROW AGENT

If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give
written notice to the Issuer. If the Issuer wishes the Escrow Agent to resign as
escrow agent, the Issuer will give written notice to the Escrow Agent. The
resignation of the Escrow Agent will be effective, and the Escrow Agent will
cease to be bound by this Agreement, on the date that is 60 days after the date
of receipt of the notices referred to above by the Escrow Agent or Issuer, as
applicable, or on such other date as the Escrow Agent and the Issuer may agree
upon (the "resignation date"), provided that the resignation date will not be a
date that is less than 10 business days before a release date set forth in
Schedule "B" and before the resignation date the Issuer has appointed another
escrow agent that is acceptable to the securities regulatory authorities having
jurisdiction in the matter and that has accepted such appointment, which
appointment will be binding on the Issuer and the Securityholders.

9.       NOTICES

9.1      NOTICE TO ESCROW AGENT

Documents will be considered to have been delivered to the Escrow Agent on the
next business day following the date of transmission, if delivered by
telecopier, the date of physical delivery, if delivered by hand or by prepaid
courier, or 5 business days after the date of mailing, if delivered by mail, to
the following:

                  Computershare Trust Company Of Canada
                  4th Floor, 510 Burrard Street
                  Vancouver, BC  V7Y 1H1
                  Attention:        Luce Lafontaine
                  Fax Number:       (604) 683-3694

9.2      NOTICE TO ISSUER

Documents will be considered to have been delivered to the Issuer on the next
business day following the date of transmission, if delivered by telecopier, the
date of physical delivery, if delivered by hand or by prepaid courier, or 5
business days after the date of mailing, if delivered by mail, to the following:

                  Voice Mobility International, Inc.
                  Suite 180, 13777 Commerce Parkway
                  Richmond, BC  V6V 2X3

                  Attention:        James Hewett
                  Fax Number:       (604) 232-4826

9.3      DELIVERIES TO SECURITYHOLDERS

Subject to section 9.4, documents will be considered to have been delivered to a
Securityholder on the next business day following the date of transmission, if
delivered by telecopier, the date of physical delivery, if delivered by hand or
by prepaid courier, or 5 business days after the date of mailing, if delivered
by mail, to the address noted in Schedule "A". The Escrow Agent will, unless a
Securityholder directs the Escrow Agent in writing otherwise, deliver all
certificates representing Securities of the Securityholder that have been
released from escrow to the address of the Securityholder noted in Schedule "A".


<PAGE>
                                       17


9.4      CHANGE OF ADDRESS

A change in an address for delivery of the Escrow Agent or the Issuer under this
Part 9 will be effective upon delivery to each other Party of written notice of
such change. A change in an address for delivery of a Securityholder under this
Part 9 will be effective upon delivery to the Escrow Agent and the Issuer. For
the purpose of section 9.3, Schedule "A" will be deemed to be amended
accordingly.

9.5      POSTAL INTERRUPTION

A Party will not effect a delivery by mail if the Party is aware of an actual or
impending disruption of postal service.

10.      GENERAL

10.1     FURTHER ASSURANCES

The Parties will execute and deliver any further documents and perform any
further acts necessary to carry out the intent of this Agreement.

10.2     TIME

Time is of the essence of this Agreement.

10.3     INCOMPLETE IPO

If the Issuer has become a reporting issuer in one or more jurisdictions as a
result of filing and obtaining a receipt for its IPO Prospectus, but does not
complete its IPO, this Agreement shall remain in effect until the securities
regulatory authorities in such jurisdiction or jurisdictions order that the
Issuer has ceased to be a reporting issuer therein.

10.4     JURISDICTION

The securities regulatory authority in each jurisdiction in which the Issuer's
IPO Prospectus is filed has jurisdiction with respect to this Agreement and the
Securities.

10.5     CONSENT OF SECURITIES REGULATORY AUTHORITIES TO AMENDMENT

This Agreement may not be amended without the consent of the securities
regulatory authorities having jurisdiction.

10.6     GOVERNING LAWS

This Agreement will be construed in accordance with and governed by the laws of
British Columbia and the laws of Canada applicable in British Columbia.

10.7     COUNTERPARTS

This Agreement may be executed by facsimile and in two or more counterparts,
each of which will be deemed to be an original and all of which will constitute
one agreement.


<PAGE>
                                       18


10.8     SINGULAR AND PLURAL

Wherever a singular expression is used in this agreement, that expression is
deemed to include the plural or the body corporate where required by the
context.

10.9     LANGUAGE

This Agreement has been drawn up in the English language at the request of all
Parties. Cet acte a ete redige en anglais a la demande de toutes les Parties.

10.10    ENUREMENT

This Agreement will enure to the benefit of and b e binding on the Parties and
their heirs, executors, administrators, successors and permitted assigns.

The Parties have executed and delivered this Agreement as of the date set out
above.


SIGNED, SEALED AND DELIVERED BY
COMPUTERSHARE TRUST COMPANY
OF CANADA per:

--------------------------------------------
Authorized Signatory


Name of Signatory:
                  --------------------------
Title of Signatory:
                   -------------------------

--------------------------------------------
Authorized Signatory


Name of Signatory:
                  --------------------------
Title of Signatory:
                   -------------------------


SIGNED, SEALED AND DELIVERED BY
VOICE MOBILITY INTERNATIONAL,
INC. per:

/s/ James Hewett
--------------------------------------------
Authorized Signatory

Name of Signatory: James Hewett
                  --------------------------
Title of Signatory: CFO
                   -------------------------


<PAGE>
                                       19


SIGNED, SEALED AND DELIVERED BY
PACIFIC WESTERN MORTGAGE
CORPORATION per:

/s/ William Krebs
--------------------------------------------
Authorized Signatory

Name of Signatory: William Krebs
                  --------------------------
Title of Signatory: President
                   -------------------------


SIGNED, SEALED AND DELIVERED BY
RAYMOND JAMES LTD. ITF WILLIAM
KREBS RRSP A/C#22-632S-6 per:

/s/ Michael Holmes
--------------------------------------------
Authorized Signatory

Name of Signatory: Michael Holmes
                   -------------------------
Title of Signatory: Sr. Vice-President
                    ------------------------

SIGNED, SEALED AND DELIVERED BY
CANACCORD CAPITAL CORPORATION
ITF JAMES HUTTON RRSP A/C#260-119-S
-1 per:

/s/ Dennis Burdett
--------------------------------------------
Authorized Signatory

Name of Signatory: Dennis Burdett
                  --------------------------
Title of Signatory: CFO
                   -------------------------
SIGNED, SEALED & DELIVERED                    )
by BILL GARDINER in the presence of:          )
                                              )
/s/ Ismael Martinez                           )   /s/ Bill Gardiner
--------------------------------------------   ---------------------------------
Signature of Witness                          )   BILL GARDINER
                                              )
Name of Witness: Ismael Martinez              )
                ----------------------------
                                              )
Address of Witness: 445 Park Ave.             )
                   -------------------------
                                              )
NY, NY 10022                                  )
--------------------------------------------
                                              )
Occupation of Witness: Technical Consultant   )
                      ----------------------


<PAGE>
                                       20


SIGNED, SEALED AND DELIVERED BY
RAYMOND JAMES LTD. ITF MARGIT
KRISTIANSEN RRSP
A/C#22-629S-1 per:

/s/ Michael Holmes
--------------------------------------------
Authorized Signatory

Name of Signatory: Michael Holmes
                  --------------------------

Title of Signatory: Sr. Vice-President
                   -------------------------

SIGNED, SEALED & DELIVERED                    )
by JANIS GURNEY in the presence of:           )
                                              )
/s/ Leah Lambert                              )   /s/ Janis Gurney
--------------------------------------------      ------------------------------
Signature of Witness                          )   JANIS GURNEY
                                              )
Name of Witness: Leah Lambert                 )
                ----------------------------
                                              )
Address of Witness: 401 - 137 East 1st Street )
                   -------------------------
                                              )
 North Vancouver, B.C. V7L 1B2                )
--------------------------------------------
                                              )
                                              )
--------------------------------------------

Occupation of Witness: Compliance
                      ----------------------

SIGNED, SEALED AND DELIVERED BY
E.W.G. INVESTMENTS LTD. per:

/s/ Edith M. Both
--------------------------------------------
Authorized Signatory

Name of Signatory: E. M. Both
                  --------------------------

Title of Signatory: President
                   -------------------------


<PAGE>
                                       21


SIGNED, SEALED & DELIVERED                    )
by JAMES HUTTON in the presence of:           )
                                              )
/s/ Leah Lambert                              )   /s/ James Hutton
--------------------------------------------      ------------------------------
Signature of Witness                          )   JAMES HUTTON
                                              )
Name of Witness: Leah Lambert                 )
                ----------------------------
                                              )
Address of Witness: 401 - 137 East 1st Street )
                   -------------------------
                                              )
 North Vancouver, B.C. V7L 1B2                )
--------------------------------------------
                                              )
--------------------------------------------
                                              )

Occupation of Witness: Compliance
                      ----------------------


<PAGE>


                                  SCHEDULE "A"

SECURITY HOLDER

Name:             Raymond James Ltd. ITF William Krebs
                  ------------------------------------
                  RRSP A/C# 22-632S-6
                  ------------------------------------

Signature:        /s/ Michael Holmes
                  --------------------------------------------

Address for Delivery: Suite 1000, 601 West Hastings Street
                      --------------------------------------------

                         Vancouver, B.C.
                      --------------------------------------------

                         V6B 5E2
                      --------------------------------------------

SECURITIES:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                   NUMBER             CERTIFICATE(S) (IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
Common Shares of the Issuer                               100,000 (1)
-----------------------------------------------------------------------------------------------------------
Common Shares of the Issuer (legended)                    100,000 (1)
                                                          -------
-----------------------------------------------------------------------------------------------------------
Total:                                                    200,000
                                                          =======
-----------------------------------------------------------------------------------------------------------
</TABLE>


(1)      These shares are registered to Raymond James Ltd. ITF William Krebs,
         RRSP A/C# 22-632S-6.

SECURITY HOLDER

Name:             Pacific Western Mortgage Corporation
                  ------------------------------------

Signature:        /s/ William Krebs
                  ------------------------------------

Address for Delivery: 101 Willow Lane
                     ---------------------------------

                       Salt Spring Island, BC V8K 2M1
                     ---------------------------------

SECURITIES:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                   NUMBER             CERTIFICATE(S) (IF APPLICABLE)
-----------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Common Shares of the Issuer                             512,500 (2)
-----------------------------------------------------------------------------------------------------------
Preferred Shares of Voice Mobility Canada               937,500 (3)
Limited                                               ---------
-----------------------------------------------------------------------------------------------------------
Total:                                                1,450,000
                                                      =========
-----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       2


(2)      These shares are registered to Pacific Western Mortgage Corporation
         ("PWMC"), a company controlled by William Krebs.

(3)      PWMC is the registered holder of 937,500 preferred shares (the
         "Preferred Shares") of Voice Mobility Canada Limited ("VM Canada").
         Pursuant to the rights, privileges, restrictions and conditions to the
         Preferred Shares set out in the Articles of VM Canada, each holder of
         Preferred Shares can cause VM Canada to redeem each Preferred Share and
         upon such redemption each Preferred Share shall be exchanged for one
         common share of the Issuer for no additional consideration. William
         Krebs, as an authorized signatory of PWMC, hereby agrees to deposit in
         escrow with the Escrow Agent the share certificate for the Preferred
         Shares and, as and when issued, all share certificates evidencing
         common shares of the Issuer issued to PWMC on redemption of the
         Preferred Shares held by PWMC to the extent that such shares have not
         been released from escrow pursuant to the release schedule contained on
         Schedule "B" of this Agreement.


<PAGE>
                                       3


SECURITY HOLDER

Name:             Canaccord Capital Corporation ITF
                  --------------------------------------
                  James Hutton RRSP #260-119-S-1
                  --------------------------------------

Signature:        /s/ Dennis Burdett
                  --------------------------------------

Address for Delivery: #2200 - 609 Granville Street
                     -----------------------------------

                         Vancouver, B.C.
                     -----------------------------------

                         V7Y 1H2
                     -----------------------------------


SECURITIES:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
----------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>
Common Shares of the Issuer                                82,500 (4)
                                                           ------
----------------------------------------------------------------------------------------------------------
Total:                                                     82,500
                                                           ======
----------------------------------------------------------------------------------------------------------
</TABLE>

(4)      These shares are registered to Canaccord Capital Corporation ITF James
         Hutton RRSP A/C#260-119-S-1.


SECURITY HOLDER

Name:             James Hutton
                  --------------------------------------

Signature:        /s/ James Hutton
                  --------------------------------------

Address for Delivery: 20441 68th Avenue
                      ----------------------------------

                      Langley, BC V3A 4P7
                      ----------------------------------

SECURITIES:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
----------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
Preferred Shares of Voice Mobility Canada                 1,312,500 (5)
Limited                                                   ---------
----------------------------------------------------------------------------------------------------------
Total:                                                    1,312,500
                                                          =========
----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       4


(5)      James Hutton is the registered holder of 1,312,500 Preferred Shares of
         VM Canada and hereby agrees to deposit in escrow with the Escrow Agent
         the share certificate for the Preferred Shares and, as and when issued,
         all share certificates evidencing common shares of the Issuer issued to
         James Hutton on redemption of the Preferred Shares held by James Hutton
         to the extent that such shares have not been released from escrow
         pursuant to the release schedule contained on Schedule "B" of this
         Agreement.


<PAGE>
                                       5


SECURITY HOLDER

Name:             Bill Gardiner
                  --------------------------------------

Signature:        /s/ Bill Gardiner
                  --------------------------------------

Address for Delivery: 5562 Sackville Street
                      ----------------------------------

                      Halifax, Nova Scotia
                      ----------------------------------

                      B3J 1L1
                      ----------------------------------

SECURITIES:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
----------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Common Shares of the Issuer                              15,000
                                                         ------
----------------------------------------------------------------------------------------------------------
Total:                                                   15,000
                                                         ======
----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       6


SECURITY HOLDER

Name:             Raymond James Ltd. ITF
                  --------------------------------------------
                  Margit Kristiansen RRSP A/C# 22-629S-1
                  --------------------------------------------

Signature:        /s/ Michael Holmes
                  --------------------------------------

Address for Delivery: Suite 1000, 601 West Hastings Street
                      ----------------------------------------

                      Vancouver B.C.
                      ----------------------------------------

                      V6B 5E2
                      ----------------------------------------

SECURITIES:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
----------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
Common Shares of the Issuer                               257,923  (6)
                                                          -------
----------------------------------------------------------------------------------------------------------
Total:                                                    257,923
                                                          =======
----------------------------------------------------------------------------------------------------------
</TABLE>


(6)      These shares are registered to Raymond James Ltd. ITF Margit
         Kristiansen RRSP A/C#22-629S-1.


<PAGE>
                                       7


SECURITY HOLDER

Name:             Janis Gurney
                  ----------------------------------------

Signature:        /s/ Janis Gurney
                  ----------------------------------------

Address for Delivery: 20441 68th Avenue
                      ------------------------------------

                      Langley, BC
                      ------------------------------------

                      V3A 4P7
                      ------------------------------------


SECURITIES:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>
Common Shares of the Issuer                                27,584
                                                           ------
------------------------------------------------------------------------------------------------------------
Total:                                                     27,584
                                                           ======
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       8


SECURITY HOLDER

Name:             E.W.G. Investments Ltd.
                  ----------------------------------------
Per:
                  /s/ Edith M. Both
                  ----------------------------------------
                  Authorized Signatory

Address for Delivery: 843 Ida Lane
                      ------------------------------------

                      Kamloops, BC
                      ------------------------------------

                      V2B 6V2
                      ------------------------------------


SECURITIES:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
CLASS OR DESCRIPTION                                      NUMBER          CERTIFICATE(S) (IF APPLICABLE)
------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Preferred Shares of VM Canada:                           1,987,500 (6)
                                                         ---------
------------------------------------------------------------------------------------------------------------
Total:                                                   1,987,500
                                                         =========
------------------------------------------------------------------------------------------------------------
</TABLE>


(6)      E.W.G. Investments Ltd. is the registered holder of 1,987,500 Preferred
         Shares of VM Canada and hereby agrees to deposit in escrow with the
         Escrow Agent the share certificate for the Preferred Shares and, as and
         when issued, all share certificates evidencing common shares of the
         Issuer issued to E.W.G. Investments Ltd. on redemption of the Preferred
         Shares held by E.W.G. Investments Ltd to the extent that such shares
         have not been released from escrow pursuant to the release schedule
         contained on Schedule "B" of this Agreement.


<PAGE>


                                  SCHEDULE "B"

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SECURITY HOLDER:  RAYMOND JAMES LTD. ITF WILLIAM KREBS RRSP A/C#22-632S-6
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                         <S>                                       <C>
                                         Common Shares of the Issuer               66,666
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               33,334
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               33,333
                                                  Legended
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               66,667
                                                  Legended
------------------------------------------------------------------------------------------------------------
</TABLE>

The unlegended shares are to be release before the legended shares.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SECURITY HOLDER:  PACIFIC WESTERN MORTGAGE CORPORATION
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                         <S>                                       <C>
                                         Common Shares of the Issuer               170,833
------------------------------------------------------------------------------------------------------------
                                         Preferred Shares of VM Canada             312,500
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               170,833
------------------------------------------------------------------------------------------------------------
                                         Preferred Shares of VM Canada             312,500
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               170,834
------------------------------------------------------------------------------------------------------------
                                         Preferred Shares of VM Canada             312,500
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       2


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SECURITY HOLDER:  CANACCORD CAPITAL CORPORATION ITF JAMES HUTTON RRSP A/C#260-119-S-1
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                         <S>                                       <C>
                                         Common Shares of the Issuer               27,500
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               27,500
                                                 Legended
------------------------------------------------------------------------------------------------------------
                                         Common Shares of the Issuer               27,500
                                                 Legended
------------------------------------------------------------------------------------------------------------
</TABLE>

The unlegended shares are to be released before the legended shares.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
SECURITY HOLDER:  JAMES HUTTON
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                         <S>                                       <C>
                                          Preferred Shares of VM Canada            437,500
------------------------------------------------------------------------------------------------------------
                                          Preferred Shares of VM Canada            437,500
------------------------------------------------------------------------------------------------------------
                                          Preferred Shares of VM Canada            437,500
------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
SECURITY HOLDER:  BILL GARDINER
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                                  <S>                              <C>
                                                  Common Shares                    5,000
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                    5,000
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                    5,000
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                       3


<TABLE>
<CAPTION>
SECURITY HOLDER:  RAYMOND JAMES LTD. ITF MARGIT KRISTIANSEN RRSP A/C# 22-629S-1
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                                  <S>                              <C>
                                                  Common Shares                    85,974
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                    85,974
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                    85,975
------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
SECURITY HOLDER:  JANIS GURNEY
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                                  <S>                               <C>
                                                  Common Shares                     9,194
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                     9,194
------------------------------------------------------------------------------------------------------------
                                                  Common Shares                     9,194
------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
SECURITY HOLDER:  E.W.G. INVESTMENTS LTD.
------------------------------------------------------------------------------------------------------------
                                            CLASS OR DESCRIPTION OF     NUMBER OF SECURITIES TO BE
          ESCROW RELEASE DATES                     SECURITIES                     RELEASED
------------------------------------------------------------------------------------------------------------
                                         <S>                                       <C>
                                         Preferred Shares of VM Canada             662,500
------------------------------------------------------------------------------------------------------------
                                         Preferred Shares of VM Canada             662,500
------------------------------------------------------------------------------------------------------------
                                         Preferred Shares of VM Canada             662,500
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                  SCHEDULE "C"

Acknowledgment and Agreement to be Bound

The undersigned hereby acknowledges that the securities listed in the attached
Schedule "A" (the "Securities") have been or will be transferred to the
undersigned and that such securities are subject to an Escrow Agreement dated
__________________________ (the "Escrow Agreement").

In consideration of $1.00 and other good and valuable consideration (the receipt
and sufficiency of which are acknowledged), the undersigned agrees to be bound
by the Escrow Agreement in respect of the Securities, as if the undersigned was
an original signatory to the Escrow Agreement.

Dated at ____________________ on ______________.

Where the Securityholder is an individual:

SIGNED, SEALED & DELIVERED                 )
by                                         )
in the presence of:                        )
                                           )
                                           )
-----------------------------------------     ----------------------------------
Signature of Witness                       )
                                           )
Name of Witness:                           )
                -------------------------
Address of Witness:                        )
                   ----------------------
                                           )
                                           )
-----------------------------------------
Occupation of Witness:                     )
                      -------------------


Where the transferee is a corporation:

SIGNED, SEALED AND DELIVERED BY
                         per:


-----------------------------------------
Authorized Signatory


Name of Signatory:
                  -----------------------

Title of Signatory:
                   ----------------------