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                                                                   Exhibit 10.35


                                  NONNEGOTIABLE
                                 PROMISSORY NOTE



Cdn. $250,000                                             Issued:  June 25, 2001
Principal Amount                                    Maturity Date:  July 8, 2001


         FOR VALUE RECEIVED, each of Voice Mobility International, Inc., a
Nevada corporation and Voice Mobility Inc., a Canada Business Corporations Act
corporation (each a "Maker" and collectively the "Makers"), hereby jointly and
severally promise to pay to Alliance Equities Ltd. (the "Payee"), the principal
amount ("Principal Amount") of Two Hundred and Fifty Thousand Dollars
(Cdn.$250,000), according to the following terms and conditions. Except as may
be required by applicable law, no interest shall accrue or be payable with
respect to the outstanding principal amount of this Note. This instrument is not
negotiable or assignable by Payee except to a Permitted Transferee as defined
below. All references to currency herein refer to Canadian Dollars unless
otherwise noted.

         1.       FEES AND PAYMENT SCHEDULE.

                  All unpaid portions of the Principal Amount and a fee of
$8,750 remaining on this Note shall be due and payable on the earlier of July 8,
2001 (the "Maturity Date") or the receipt of proceeds from Makers' next bona
fide third party equity financing.

         2.       DEFAULT. For purposes of this Note, a "Default" shall be
deemed to have occurred upon any of the following events:

                  (a)      A failure by Makers to pay any Principal or Fees
owing under this Note when due on the Maturity Date;

                  (b)      Any Maker shall make an assignment for the benefit of
creditors, or if a receiver of any Maker's property shall be appointed, or if a
petition in bankruptcy or for the reorganization under any Chapter of any
Federal, State or Provincial Bankruptcy Act or other similar proceeding under
law for relief of debtors shall be filed by or against any Maker, or if any lien
of attachment, execution, lien, or claim of lien be placed against all or any
portion of the assets of the Makers and is not cleared from the record or
reasonably bonded against within ninety (90) days after it has been filed;
unless

                  (c)      Any such failure or action by Makers under Sections
3(a) and (b) shall not have been cured within fifteen (15) days of receipt of a
notice from Payee specifying the alleged Default or failure; and

                  (d)      Provided, however, that no delay or omission on the
part of Payee in exercising any right hereunder shall operate as a waiver of
such right or of any right under this Note.


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A waiver on any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion. Except as set forth in this Section 3,
Makers hereby expressly waive any presentment, demand, protest, notice of
protest or other notice of any kind and hereby expressly waive and covenants not
to assert any appraisement, stay, extension, redemption or similar laws, now or
at any time hereafter enforce, which might delay, prevent or otherwise impede
the enforcement of this Note.

         3.       REMEDIES. Upon the occurrence of a Default and unless such
Default shall have been cured in accordance with the terms of this Note, the
Payee may declare the entire unpaid Principal Amount and all other amounts due
hereunder immediately due and payable. The rights and remedies available to
Payee under this Note shall be cumulative and in addition to any other rights or
remedies that Payee may be entitled to pursue at law or in equity. The exercise
of one or more of such rights or remedies shall not impair Payee's right to
exercise any other right or remedy at law or in equity.

         4.       ASSIGNMENT. The rights and obligations of the parties
hereunder shall not be assignable by either party without the consent of the
other except Payee may assign its rights to a Permitted Transferee. For purposes
hereof a Permitted Transferee, shall be (x) a corporation, partnership or other
entity, which is a successor by merger, reorganization, consolidation or similar
corporate transaction, or in which the members of the Payee or any member of the
immediate family of the Payee are the sole owners of the equity interests in
such corporation, partnership or other entity, (y) any member of the Payee or
any adult member of such member's immediate family or any trust established for
the beneficiary of any such persons or, (z) in the case of the dissolution or
liquidation of the Payee, or in the death of any individual Permitted
Transferee, the successor to the same by will, the laws of intestate succession
or the corporate laws of the state or province having jurisdiction over the
matter. To the extent such assignments are allowed, the provisions of this Note
shall be binding upon and inure to the benefit of the parties hereto and their
respective designees, heirs, legal representatives, successors and assigns, to
the extent provided herein.

         5.       COSTS. Makers shall pay, on demand, any and all costs and
expenses, including reasonable attorneys' fees, incurred by Payee in connection
with a Default and the collection of any portion of the Principal Amount and
Fees accrued thereon. Makers shall pay Payee an additional fee of $8,750 on the
Maturity Date.

         6.       NO CONTINUING WAIVER. The waiver of a Default shall not
constitute a continuing waiver or a waiver of any subsequent Default. Makers
hereby waive presentment, demand, dishonor and notice of nonpayment.

         7.       NOTICE. All notices, requests, consents and other
communications which may be desired or required hereunder shall be in writing,
and shall be deemed to have been duly given on the date of delivery if delivered
in person to the party named below, or three (3) days after mailing if deposited
in the United States or Canadian mail, first class, registered or certified
mail, return receipt requested, with postage prepaid, addressed as follows:


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                  If to Makers:          Voice Mobility International, Inc. and
                                         Voice Mobility Inc.
                                         180 - 13777 Commerce Parkway
                                         Richmond, B.C. V6V 2X3
                                         Attention:  James Hewett, CFO
                                         Telecopier: 604-232-4826

                  If to Payee:           Alliance Equities Ltd.
                                         PO Box F-44954
                                         Freeport, Bahamas

         8.       SEVERABILITY. If any provision of this Note or the application
thereof to any person or circumstance shall be held invalid or unenforceable to
any extent, the remainder of this Note and the application of any such provision
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

         9.       INTERPRETATION OF DOCUMENT. The parties hereto acknowledge and
agree that this Note has been negotiated arms length and between parties equally
sophisticated and knowledgeable in the matters dealt with in this Note. Each
party has had access to counsel of their selection. Accordingly, any rule of
law, court decision or other legal precedent that would require interpretation
of any ambiguities in this Note against the party that has drafted it is not
applicable and is waived.

         10.      GOVERNING LAW AND VENUE. This Note and the rights and
obligations of the parties hereunder and the persons subject hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
Province of British Columbia, without giving effect to the choice of law
principles thereof. Each party agrees that any proceeding relating to this Note
shall be brought in a state court in Nevada or provincial court of British
Columbia and each party consents to personal jurisdiction in any such action
brought in any such court.

                              VOICE MOBILITY INTERNATIONAL, INC.,
                              a Nevada Corporation


                              By:        /s/ "James Hewett"
                                         ------------------
                              Name:      James Hewett
                              Title:     CFO


                              VOICE MOBILITY INC.,
                              a Canada Corporations Act Corporation


                              By:        /s/ "James Hutton"
                                         ------------------
                              Name:      James Hutton
                              Title:     CEO


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