<PAGE>

                                                                   EXHIBIT 10.25

                   SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS
                         (FOR ESCROWED U.S. SUBSCRIBERS)
                         (THE "SUBSCRIPTION AGREEMENT")

 THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND, SUBJECT TO CERTAIN
EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON

To:     VOICE MOBILITY INTERNATIONAL, INC.

And to: Loewen, Ondaatje, McCutcheon Limited, Acumen Capital Finance Partners
        Limited and Paradigm Capital Inc.

ONE COMPLETED AND ORIGINALLY EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT AND
APPLICABLE SCHEDULES MUST BE DELIVERED IN ACCORDANCE WITH SECTION 6 OF THIS
SUBSCRIPTION AGREEMENT AS SOON AS POSSIBLE, AND, IN ANY EVENT, NO LATER THAN
4:00 P.M. (TORONTO TIME) ON MARCH 26, 2001 TO:

         ATTENTION: CLAUDIA MARTINS, LOEWEN, ONDAATJE, MCCUTCHEON LIMITED,
                    HAZELTON LANES, EAST TOWER 55 AVENUE ROAD, SUITE 2250,
                    TORONTO, ON M5R 3L2, TEL (416) 964-4456, FAX (416) 964-4333

The undersigned (the "Subscriber" or "you") hereby confirms its irrevocable
subscription for and offer to purchase from Voice Mobility International, Inc.
("Voice Mobility" or the "Company") that number of special warrants of the
Company (the "Special Warrants") set out below, at a price of Cdn$2.00 per
Special Warrant (the "Issue Price"), pursuant to the terms and conditions of
this Subscription Agreement and in accordance with the Agency Agreement (as
defined below). The Subscriber agrees to be bound by the terms of this
Subscription Agreement and, without limitation, agrees that the Company and the
Agents (as defined below) may rely upon its covenants, representations and
warranties.

<TABLE>
<S>                                                          <C>
____________________________________________________________  _________________________________________________________________

                                                               NUMBER OF SPECIAL WARRANTS:
------------------------------------------------------
(Name of Subscriber - please print)
Account Reference:                                             AGGREGATE SUBSCRIPTION PRICE: $
                  ------------------------------------                                        ---------------------------------
                                                                                            (the "Aggregate Subscription Price")

                                                               The Subscribers proceeds are to be deposited in escrow pending
By:                                                            a listing of the Company's common shares on The Toronto Stock
   --------------------------------------------------          Exchange (the "Escrow Subscribers").
Authorized Signature
                                                               _________________________________________________________________

                                                               _________________________________________________________________

                                                               IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (BENEFICIAL
                                                               PURCHASER) AND IS NOT A TRUST COMPANY OR A PORTFOLIO MANAGER
-----------------------------------------------------          PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY
(Official Capacity or Title - please print)                    IT, COMPLETE THE FOLLOWING:

-----------------------------------------------------          ---------------------------------------------------------------
(Please print name of individual whose signature               (Name of Principal)
appears above if different than the name of the
subscriber printed above.)

                                                               ---------------------------------------------------------------
                                                               (Principal's Address)

-----------------------------------------------------          ---------------------------------------------------------------
(Subscriber's Address)
                                                               ---------------------------------------------------------------
                                                               _________________________________________________________________

                                                               _________________________________________________________________
------------------------------------------------------         DELIVER THE SPECIAL WARRANTS AS SET OUT BELOW:
(Telephone Number)
____________________________________________________________
                                                               ---------------------------------------------------------------
                                                               (Name)

____________________________________________________________
REGISTER THE SPECIAL WARRANTS AS SET OUT BELOW:                ---------------------------------------------------------------
                                                               (Account Reference, if applicable)
------------------------------------------------------
(Name)                                                         ---------------------------------------------------------------
                                                               (Address)
------------------------------------------------------
(Account Reference, if applicable)                             ---------------------------------------------------------------
                                                               (Contact Name)                             (Telephone Number)
------------------------------------------------------
(Address)                                                      __________________________________________________________________

------------------------------------------------------         __________________________________________________________________
(Telephone Number)                                             NUMBER OF SHARES OF THE COMPANY HELD BY THE SUBSCRIBER EXCLUDING
                                                               THOSE BEING SUBSCRIBED FOR:
____________________________________________________________  _________________________________________________________________


ACCEPTANCE: The Company hereby accepts the above subscription and the Company represents and warrants to the Subscriber that the
representations and warranties made by the Company to the Agents in the agency agreement (the "Agency Agreement") are true and
correct in all material respects as of this date (save and except as waived by the Lead Agent, as defined below) and that the
Subscriber is entitled to rely thereon.

VOICE MOBILITY INTERNATIONAL, INC.                                                                                          , 2001
                                                                                                        --------------------

                                                                                                     ________________________

By:                                                                                                  No:
   ----------------------------------------                                                          ________________________

</TABLE>


   NOTE: PLEASE ALSO COMPLETE AND SIGN SCHEDULE "B", IF YOU ARE AN INDIVIDUAL


<PAGE>



                           THE TORONTO STOCK EXCHANGE
                 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed placement purchaser of listed securities or
securities which are convertible into listed securities.

                                  QUESTIONNAIRE

1. DESCRIPTION OF TRANSACTION

   (a) Name of issuer of the Securities VOICE MOBILITY INTERNATIONAL, INC.
                                        ----------------------------------------

       -------------------------------------------------------------------------

   (b) Number and Class of Securities to be Purchased
                                                      --------------------------
   (c) Purchase Price
                      ----------------------------------------------------------

       -------------------------------------------------------------------------

2. DETAILS OF PURCHASER

   (a) Name of Purchaser
                        --------------------------------------------------------
   (b) Address
              ------------------------------------------------------------------

   (c) Names and addresses of persons having a greater than 10% beneficial
       interest in the purchaser
                                ------------------------------------------------

       -------------------------------------------------------------------------

3. RELATIONSHIP TO ISSUER

   (a) Is the purchaser (or any person named in response to 2(c) above) an
       insider of the issuer for the purposes of the Ontario Securities Act
       (before giving effect to this private placement)? If so, state the
       capacity in which the purchaser (or person named in response to 2(c))
       qualifies as an insider
                               -------------------------------------------------

   (b) If the answer to (a) is "no", are the purchaser and the issuer controlled
       by the same person or company? If so, give details
                                                         -----------------------
4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

   Give details of all trading by the purchaser, as principal, in the securities
   of the issuer (other than debt securities which are not convertible into
   equity securities), directly or indirectly, within the 60 days preceding the
   date hereof

   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

                                   UNDERTAKING

TO:  The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of six
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable securities legislation, whichever is longer,
without the prior consent of The Toronto Stock Exchange and other regulatory
body having jurisdiction.

DATED AT
        ------------------------------  ----------------------------------------
                                              (Name of Purchaser - please print)
this      day of                , 2001
     ----        ---------------        ----------------------------------------
                                                          (Authorized Signature)


                                        ----------------------------------------
                                              (Official Capacity - please print)

                                          (please print here name of individual
                                          whose signature appears above, if
                                          different from name of purchaser
                                          printed above)

                                       2


<PAGE>



                              TERMS AND CONDITIONS
1.       SUBSCRIPTION

We confirm your agreement to purchase, on and subject to the terms and
conditions in this Subscription Agreement and in the Agency Agreement, from the
Company the number of Special Warrants as set out on the face page of this
Subscription Agreement at a price of Cdn.$2.00 per Special Warrant payable as
described in section 6 of this Subscription Agreement. The Special Warrants you
are purchasing form part of a larger offering (in the Canada, the United States
and elsewhere) of Special Warrants (the "OFFERING") by the Company pursuant to
an agency agreement (the "AGENCY AGREEMENT") to be entered into by Loewen,
Ondaatje, McCutcheon Limited ("LOM" or the "LEAD AGENT"), Acumen Capital Finance
Partners Limited, Paradigm Capital Inc. (collectively, the "AGENTS") and the
Company.

2.       DESCRIPTION OF SPECIAL WARRANTS

         (a)      Attached as SCHEDULE "A" to this Subscription Agreement is a
                  term sheet (the "TERM SHEET") containing a summary of the
                  terms and conditions pertaining to the Special Warrants and
                  the Offering. The description of the Special Warrants
                  contained in the Term Sheet and this Subscription Agreement is
                  a summary only and is subject to the detailed provisions of a
                  special warrant indenture (the "SPECIAL WARRANT INDENTURE") to
                  be dated as of the Closing Date and to be entered into between
                  the Company and Computershare Trust Company of Canada (or
                  another trust company that may be agreed to by the Company and
                  the Lead Agent), in its capacity as special warrant agent and
                  trustee thereunder (the "TRUSTEE").

         (b)      Upon exercise (which term shall include deemed exercise) of
                  the Special Warrants, in accordance with their terms, the
                  holder will, without payment of any additional consideration,
                  be issued one unit ("UNIT") in respect of each Special Warrant
                  exercised. Each Unit will consist of one common share in the
                  capital of the Company, as presently constituted ("UNIT
                  SHARE"), and one half of one non-transferable share purchase
                  warrant ("WARRANT"). Each whole Warrant entitles the holder to
                  purchase one additional common share in the capital of the
                  Company, as presently constituted (a "WARRANT SHARE"), at a
                  price that is equal to $2.25 at any time on or before the date
                  which is two years from the Closing Date (as defined in
                  paragraph 4 below). The description of the Warrants contained
                  in the Term Sheet and this Subscription Agreement is a summary
                  only and is subject to the detailed provisions of a warrant
                  indenture (the "WARRANT INDENTURE") to be dated as of the
                  Closing Date and to be entered into between the Company and
                  Computershare Trust Company of Canada (or another trust
                  company that may be agreed to by the Company and the Lead
                  Agent), in its capacity as warrant agent and trustee
                  thereunder.

         (c)      The Special Warrants will be exercisable on any business day
                  during business hours during the period (the "EXERCISE
                  PERIOD") commencing on the Closing Date and ending at 4:30
                  p.m. (Toronto time) (the "TIME OF EXPIRY") on the business day
                  (the "QUALIFICATION DEADLINE") which is the latest of (i) the
                  date a registration statement (the "REGISTRATION STATEMENT")
                  with regard to the resale of the Special Warrants, Unit Shares
                  and Warrants and the issuance of the Warrant Shares is
                  declared effective by the United States Securities and
                  Exchange Commission (the "SEC") pursuant to the UNITED STATES
                  SECURITIES ACT OF 1933, as amended (the "1933 ACT"), and (ii)
                  the date a receipt is issued by the last of the securities
                  regulatory authorities in each of the jurisdictions in Canada
                  set out as Qualifying Jurisdictions in the Term Sheet where
                  purchasers of Special Warrants are resident as at the Closing
                  Date (the "CANADIAN JURISDICTIONS") for a final prospectus
                  (the "PROSPECTUS") qualifying the issuance of the Unit Shares
                  and the Warrants for distribution in the Canadian
                  Jurisdictions to holders of Special Warrants upon their
                  exercise; and (iii) THE DAY PRECEDING THE DATE THE LISTING OF
                  THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
                  BECOMES EFFECTIVE, BEING THE TIME ITS COMMON SHARES ARE POSTED
                  FOR TRADING.

         (d)      If any Special Warrants have not been exercised by the holders
                  or repurchased by the Company during the Exercise Period, such
                  Special Warrants will be deemed to have been exercised by the
                  holders immediately prior to the Time of Expiry without any
                  further action on the part of such holders. If the
                  Qualification Deadline has not occurred on or prior to the
                  date that is 120 days following the Closing Date or such later
                  date as may be determined at the sole discretion of the Lead
                  Agent, each Special Warrant will be exercisable for 1.1 Units.

                                       3

<PAGE>


         (e)      Immediately upon receipt, the net proceeds from the Offering
                  (gross proceeds less the Agents' fees and expenses), will be
                  deposited in escrow with the Trustee on the Closing Date, to
                  be held in escrow pursuant to the Special Warrant Indenture
                  and will be released to the Company on the exercise or deemed
                  exercise of the Special Warrants, provided that certain
                  subscribers ("NON-ESCROWED SUBSCRIBERS") may agree to permit
                  the release of their subscription proceeds to the Company on
                  the Closing Date. The subscription proceeds from the balance
                  of the Subscribers ("ESCROWED SUBSCRIBERS") shall be held in
                  escrow as provided above. Notwithstanding the above, net
                  proceeds that are required to be deposited in escrow for the
                  purpose of obtaining approval to list the Company's common
                  shares on The Toronto Stock Exchange shall not be released to
                  the Company on the Closing Date, but shall be deposited in
                  escrow as provided above.

         (f)      In the event that a listing of the Company's common shares on
                  The Toronto Stock Exchange has not become effective by the
                  date that is six months following the Closing Date, then each
                  of the Escrowed Subscribers will be entitled, at their option
                  (the "Repurchase Option") until the Time of Expiry, to require
                  the Company to repurchase the Special Warrants held by such
                  holder, from legally available funds, plus such holder's
                  portion of the interest earned by the Trustee under the
                  Special Warrant Indenture. If the funds of the Company legally
                  available for repurchase of such Special Warrants are
                  insufficient to repurchase the total number of Special
                  Warrants to be repurchased, those funds which are legally
                  available will be used to repurchase the maximum number of
                  such Special Warrants rateably among the Escrowed Subscribers
                  who have exercised the Repurchase Option. Thereafter, as
                  additional funds of the Company become legally available for
                  such repurchase, such funds shall be used quarterly to
                  repurchase the Special Warrants until all Special Warrants
                  covered by exercised Repurchase Options have been exercised.

         (g)      The Subscriber acknowledges and agrees that the specific
                  rights of the holders of Special Warrants and the detailed
                  terms of the Special Warrants will be set forth in and subject
                  to the Special Warrant Indenture.

         (h)      Since the Company is not currently a "reporting issuer" in any
                  of the Canadian Jurisdictions or elsewhere in Canada, the
                  Special Warrants and the Unit Shares and Warrants issuable
                  upon the exercise or deemed exercise of the Special Warrants
                  will be subject to resale restrictions under the applicable
                  securities laws, rules, regulations and policies of the
                  Province of British Columbia, the jurisdiction in which the
                  Subscriber is resident, and any jurisdiction in which a
                  subsequent trade may be proposed, until such time as: (i) the
                  Company becomes a "reporting issuer" under such laws and the
                  appropriate "hold periods", if any, under such laws have
                  expired; (ii) a further statutory exemption from the
                  registration and prospectus requirements of such laws may be
                  relied upon by the holder; or (iii) an appropriate
                  discretionary order or ruling is obtained under such laws to
                  permit the transfer by the Subscriber of its securities. The
                  resale or other transfer of the Special Warrants, Unit Shares,
                  Warrants and the issuance of the Warrant Shares will also be
                  restricted under the 1933 ACT until the Registration Statement
                  has become effective. The Company does not expect that the
                  Company's common shares will be listed on any exchange or that
                  the Company will become a "reporting issuer in any of the
                  Canadian Jurisdictions until the Registration Statement has
                  become effective.

                  The Company has agreed to use its reasonable best efforts to
                  file, clear, and obtain a receipt for the Prospectus in each
                  of the Canadian Jurisdictions set out as Qualifying
                  Jurisdictions in the Term Sheet. The Company has also agreed
                  to file and use its reasonable best efforts to prosecute to
                  effectiveness the Registration Statement. In the event that
                  the Company is unable to obtain a receipt for the Prospectus
                  in a Canadian Jurisdiction, the Special Warrants, Unit Shares,
                  Warrants and Warrant Shares (collectively the "SECURITIES")
                  will be subject to statutory resale restrictions under the
                  applicable securities legislation of that Canadian
                  Jurisdiction and the applicable hold period for such
                  Securities may never expire. Statutory restrictions may apply
                  on the resale of the Special Warrants, Unit Shares, Warrants
                  and Warrant Shares that are acquired prior to the issuance of
                  receipts for the Prospectus by the securities regulatory
                  authority in any of the Canadian Jurisdictions. In addition,
                  if the Company does not cause the Registration Statement to
                  become effective, the resale of the Special Warrants, Unit
                  Shares, Warrants and the issuance of the Warrant Shares will
                  continue to be restricted under the 1933 ACT and would be
                  permissible only in accordance with a statutory or regulatory
                  exemption from registration under the 1933 ACT. Subscribers
                  are advised to consult their own legal advisors in this
                  regard.


                                       4

<PAGE>

3.       ACCEPTANCE AND REJECTION OF SUBSCRIPTION BY THE COMPANY

The Subscriber understands and agrees that the Company reserves the right, in
its absolute discretion, to reject the Subscriber's subscription for Special
Warrants in whole or in part, in any order, at any time prior to the Closing
Time (as defined in section 4 below) notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber's subscription and, if
accepted only in part, a proportionate amount of the Aggregate Subscription
Price will be returned to the Subscriber without interest.

4.       CLOSING

The closing of the Offering (the "CLOSING") will be completed at the offices of
Catalyst Corporate Finance Lawyers, Suite 1400, 1055 West Hastings Street,
Vancouver, BC, V6E 2E9, at 9:00 a.m. (Vancouver time) (the "CLOSING TIME") on
March 27, 2001 or such other place or date or time as the Company and the Lead
Agent may mutually agree (the "CLOSING DATE"), provided that delivery of the
signed Special Warrants and Special Compensation Options shall be made to Lead
Agent's counsel, Fraser Milner Casgrain LLP, Suite 4100, 1 First Canadian Place,
Toronto, Ontario M5X 1B2, at or prior to that time. If by the Closing Time, the
terms and conditions contained in this Subscription Agreement and the Agency
Agreement have been complied with to the satisfaction of the Agents or waived by
them, the Agents will deliver to the Company all completed Subscription
Agreements, and will deliver to or to the direction of the Company, the
subscription funds against delivery by the Company of the Special Warrants and
such other documentation as may be required. If by the Closing Time, the terms
and conditions contained in this Subscription Agreement and the Agency Agreement
have not been complied with to the satisfaction of the Agents or waived by them,
any cheques or bank drafts delivered by the Subscriber to the Agents
representing the purchase price for Special Warrants will be promptly returned
to the Subscriber without interest.

5.       FACSIMILED SUBSCRIPTIONS

The Company and the Agents will be entitled to rely on delivery by facsimile of
an executed copy of this Subscription Agreement, and acceptance by the Company
of such facsimile copy will be legally effective to create a valid and binding
agreement between you and the Company in accordance with the terms hereof.

6.       CONDITIONS OF CLOSING

The sale of the Special Warrants to the Subscriber is subject to the following
conditions:

         (a)      Payment of the "Aggregate Subscription Price", as defined on
                  the face page hereof, shall be paid by you as soon as possible
                  and in any event no later than 12:00 noon (Toronto time) on
                  March 27, 2001. Payment must be made by certified cheque or
                  bank draft in Canadian dollars drawn on a Canadian chartered
                  bank or U.S. banking association payable to one of "Loewen,
                  Ondaatje, McCutcheon Limited", "Acumen Capital Finance
                  Partners Limited", "Paradigm Capital Inc." or payable in such
                  other manner as may be specified by the Agents.

         (b)      One completed and signed copy of this Subscription Agreement
                  and one completed and signed Private Placement Questionnaire
                  and Undertaking for The Toronto Stock Exchange must be
                  delivered to Claudia Martins at Loewen, Ondaatje, McCutcheon
                  Limited, Hazelton Lanes, East Tower, 55 Avenue Road, Suite
                  2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416)
                  964-4333, as soon as possible, and in any event, no later than
                  4:00 p.m. (Toronto time) on March 26, 2001.

         (c)      If the Subscriber is an individual, the Subscriber must also
                  complete, sign and deliver the Form 20A (IP) in the form
                  annexed to this Subscription Agreement as SCHEDULE "B", as
                  required by the British Columbia Securities Commission to
                  Claudia Martins at Loewen, Ondaatje, McCutcheon Limited,
                  Hazelton Lanes, East Tower, 55 Avenue Road, Suite 2250,
                  Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416) 964-4333,
                  as soon as possible, and in any event, no later than 4:00 pm
                  (Toronto time) on March 26, 2001. The Form 20A(IP) is required
                  to be delivered by the Agents to the Company at Closing.

         (d)      All necessary regulatory approvals must be obtained prior to
                  the Closing Date and all terms and conditions of this
                  Subscription Agreement, the Agency Agreement and Special
                  Warrant Indenture must be satisfied or waived on or prior to
                  the Closing Date.

                                       5

<PAGE>


7.       AUTHORIZATION OF LEAD AGENT

The Subscriber irrevocably authorizes the Lead Agent, in its discretion, to act
as its representative at the Closing, and hereby appoints the Lead Agent, with
full power of substitution, as its true and lawful attorney with full power and
authority in its place and stead:

         (a)      to receive certificates for the Special Warrants, to execute
                  in its name and on its behalf all closing receipts and
                  required documents, to complete and correct any documents
                  relating to the transactions contemplated by this Subscription
                  Agreement that have been signed by the Subscriber and require
                  completion or correction;

         (b)      to extend such time periods and to waive, in whole or in part,
                  any representations, warranties, covenants or conditions for
                  the benefit of the Subscriber contained in this Subscription
                  Agreement, the Agency Agreement or any ancillary or related
                  document;

         (c)      to terminate this Subscription Agreement if any condition
                  precedent to the Offering is not satisfied, in such manner and
                  on such terms and conditions as the Lead Agent may determine,
                  acting reasonably; and

         (d)      without limiting the generality of the foregoing, to
                  negotiate, settle, execute, deliver and amend the Agency
                  Agreement, Special Warrant Indenture and Warrant Indenture.

8.       PROSPECTUS EXEMPTION

The Subscriber, on its own behalf and (if applicable) on behalf of others for
whom it is contracting hereunder, acknowledges and agrees that:


         (a)      the Special Warrants are being offered on a "private
                  placement" basis pursuant to an exemption under the 1933 ACT
                  and applicable state securities laws ("U.S. SECURITIES ACTS")
                  only to (i) "accredited investors" as defined in Section 2(15)
                  of the U.S. Securities Acts and Rule 501 of Regulation D
                  thereunder, and (ii) Qualified Institutional Buyers, as such
                  term is defined in Rule 144A of the U.S. Securities Acts
                  ("QUALIFIED INSTITUTIONAL BUYERS");

         (b)      the sale and delivery of the Special Warrants to the
                  Subscriber or, if applicable, to any others on whose behalf it
                  is contracting hereunder, is conditional upon such sale being
                  exempt from the prospectus filing and registration
                  requirements of all applicable securities legislation,
                  including statutes, regulations, national instruments,
                  published rules, policies, blanket orders, rulings and stock
                  exchanges (collectively, "APPLICABLE SECURITIES LAWS")
                  relating to the sale of the Special Warrants;

         (c)      the Special Warrants, Unit Shares, Warrants and Warrant Shares
                  will be subject to resale restrictions under Applicable
                  Securities Laws and are otherwise subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Subscriber, on its own behalf and, if applicable, on behalf of
                  others for whom it is contracting hereunder, agrees to comply
                  with all Applicable Securities Laws concerning any resale of
                  such Securities;

         (d)      the Subscriber, and, if applicable, the others for whom it is
                  contracting hereunder, have been advised to consult their own
                  legal advisors with respect to applicable resale restrictions
                  and that it (or others for whom it is contracting hereunder)
                  is solely responsible and neither the Company nor the Agents
                  are in any way responsible for compliance with applicable
                  resale restrictions;

         (e)      the Subscriber has not received, nor has it requested, nor
                  does it have any need to receive, any prospectus, sales or
                  advertising literature or any other document purporting to
                  describe the business and affairs of the Company which has
                  been prepared primarily for delivery to, and review by, a
                  prospective purchaser in order to assist it in making an
                  investment decision in respect of the Special Warrants and it
                  has not become aware of any advertisement in printed public
                  media, radio, television or telecommunications, including
                  electronic display, or any other form of advertising or as
                  part of a general solicitation with respect to the
                  distribution of the Special Warrants;

         (f)      in making its investment decision, the Subscriber, and, if
                  applicable, the others for whom it is contracting hereunder,
                  have relied solely upon publicly available information
                  relating to the Company and not upon any verbal or written
                  representation as to any fact or otherwise made by or on
                  behalf of the Company, the


                                       6

<PAGE>


                  Agents or any employee, agent or affiliate thereof or any
                  other person associated therewith, and it, and, if applicable,
                  the others for whom it is contracting hereunder, agree that
                  the Agents assume no responsibility or liability of any nature
                  whatsoever for the accuracy, adequacy or completeness of the
                  publicly available information;

         (g)      the sale of the Special Warrants was not accompanied by any
                  advertisement in printed media of general and regular paid
                  circulation, radio, television or telecommunications,
                  including electronic display;

         (h)      in accepting this Agreement, the Agents and the Company are
                  relying upon the representations of the Subscriber set out
                  herein including, without limitation, in connection with
                  determining the eligibility of the Subscriber or, if
                  applicable, the eligibility of others on whose behalf the
                  Subscriber is contracting hereunder to purchase Special
                  Warrants under the Applicable Securities Laws. The Subscriber
                  hereby agrees to notify the Company immediately of any change
                  in any representation, warranty, covenant or other information
                  relating to the Subscriber or the beneficial purchaser
                  contained in this Agreement which takes place prior to the
                  Closing Date; and

(i)               other than as provided for herein or in the Agency Agreement,
                  no person has made any written or oral representations that
                  any person will re-sell or re-purchase the Special Warrants,
                  Unit Shares, Warrants or Warrant Shares; as to the future
                  price or value of the Special Warrants, Unit Shares, Warrants
                  or Warrant Shares; or that any person will refund the purchase
                  price of the Special Warrants.

9.       SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

                  By executing this Agreement, the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom the Subscriber is contracting
hereunder, represents, warrants and covenants to the Agents and the Company (and
acknowledges that each of them and their respective legal counsel, are relying
thereon and that such representations, warranties and covenants shall survive
the Closing Date) that:

         (a)      by reason of the Subscriber's business or financial
                  experience, the Subscriber has the capacity to protect its
                  interests in connection with the purchase of the Special
                  Warrants, and the Subscriber has such knowledge and experience
                  in financial and business matters that it is capable of
                  evaluating the merits and risks of an investment in the
                  Company;

         (b)      the Subscriber is purchasing the Special Warrants for its own
                  account and for investment purposes only and has no present
                  intention, or arrangement for the distribution, transfer,
                  assignment or resale of the Special Warrants;

         (c)      if the Subscriber is a corporation, the Subscriber is a valid
                  and subsisting corporation, has the necessary corporate
                  capacity and authority to execute and deliver this Agreement
                  and to observe and perform its covenants and obligations
                  hereunder and has taken all necessary corporate action in
                  respect thereof. If the Subscriber is a limited liability
                  company, partnership, syndicate or other form of
                  unincorporated organization, the Subscriber has the necessary
                  legal capacity and authority to execute and deliver this
                  Agreement and to observe and perform its covenants and
                  obligations hereunder and has obtained all necessary approvals
                  in respect thereof. If the Subscriber is a natural person, he
                  or she has attained the age of majority and is legally
                  competent to execute this Agreement and to take all actions
                  required pursuant thereto;

         (d)      whether the Subscriber is a natural person or a corporation,
                  partnership or other entity, upon acceptance by the Company
                  and the Agents, this Agreement will have been duly executed
                  and delivered and will constitute a legal, valid and binding
                  contract of the Subscriber, and any beneficial purchaser for
                  whom it is purchasing, enforceable against the Subscriber and
                  any such beneficial purchaser in accordance with its terms;

         (e)      as the Special Warrants, Unit Shares, Warrants and Warrant
                  Shares are subject to resale restrictions under the Applicable
                  Securities Laws and the U.S. Securities Acts, the Subscriber,
                  or in the case of a purchase by the Subscriber acting as agent
                  for a disclosed principal, each beneficial purchaser, shall
                  comply with all Applicable Securities Laws and the U.S.
                  Securities Acts concerning any resale of such Securities and
                  shall consult with its own legal advisors with respect to such
                  compliance;

                                       7

<PAGE>


         (f)      the Subscriber will execute and deliver within the applicable
                  time periods all documentation as may be required by any
                  Applicable Securities Laws to permit the purchase of the
                  Special Warrants on the terms herein set forth;

         (g)      if required by any Applicable Securities Laws, the Subscriber
                  will execute, deliver and file and otherwise assist the
                  Company in filing reports, questionnaires, undertakings and
                  other documents with respect to the issue of the Special
                  Warrants;

         (h)      the Subscriber is resident of, or otherwise subject to, the
                  laws of the state set out in their address on the first page
                  of this Subscription Agreement, which address is the residence
                  or place of business of the Subscriber not created or used
                  solely for the purpose of acquiring Special Warrants;

         (i)      the Subscriber acknowledges that the Special Warrants, Unit
                  Shares, Warrants and Warrant Shares have not been and will not
                  be registered under the U.S. Securities Acts or any applicable
                  state securities laws and that the contemplated sale is being
                  made in reliance on Rule 144A to the U.S. Securities Acts to
                  Qualified Institutional Buyers or a private placement
                  exemption to accredited investors (as such term is defined in
                  Rule 501 of Regulation D under the U.S. Securities Acts,
                  "Accredited Investors") pursuant to Rule 506 of Regulation D
                  under the U.S. Securities Acts;

         (j)      the Subscriber (or, if applicable, each beneficial purchaser
                  for whom it is purchasing): (i) is a Qualified Institutional
                  Buyer (as defined in Rule 144A under the U.S. Securities Acts)
                  and is acquiring the Special Warrants for its own account or
                  for the account of a Qualified Institutional Buyer with
                  respect to which it exercises sole investment discretion, and
                  not with a view to any resale, distribution or other
                  disposition of the Special Warrants in violation of United
                  States federal and state securities laws, or (ii) an
                  "accredited investor" within the meaning under Rule 501 of
                  Regulation D under the U.S. Securities Acts;

         (k)      the Subscriber is acquiring the Special Warrants for its own
                  account and not with a view to any resale, distribution or
                  other disposition of the Special Warrants, Unit Shares,
                  Warrants or Warrant Shares in violation of the U.S. Securities
                  Act or applicable U.S. state securities laws;

         (l)      the Subscriber agrees that if it decides to offer, sell or
                  otherwise transfer any of the Special Warrants, Unit Shares,
                  Warrants or Warrant Shares, such Securities may be offered,
                  sold or otherwise transferred only (i) to the Company, (ii)
                  pursuant to an effective registration statement,, (iii) within
                  the United States in accordance with the exemption from
                  registration under the U.S. Securities Acts including pursuant
                  to Rule 144 thereunder, if applicable, and in compliance with
                  any applicable state securities laws or (iv) another exemption
                  from registration under the U.S. Securities Acts and any
                  applicable state securities laws;

         (m)      the Subscriber understands and acknowledges that, upon the
                  original issuance thereof, and until such time as the same is
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or applicable state securities laws, the
                  Special Warrants, Unit Shares, Warrants and Warrant Shares, as
                  the case may be, will be "restricted securities" as defined in
                  Rule 144(a)(3) under the U.S. Securities Acts and each
                  certificate evidencing a Special Warrant, Unit Share or
                  Warrant (and each Warrant Share issued prior to Registration
                  Statement effectiveness) will bear the following legend until
                  the applicable securities as represented by the certificate
                  are sold pursuant to either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144 under the 1933 ACT, or (iii) in reliance
                  upon Regulation S:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
                           SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER
                           OR PURSUANT TO THE SECURITIES LAWS OF ANY PROVINCE IN
                           CANADA. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                           TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION
                           STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
                           EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR
                           RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR
                           (iii)


                                       8

<PAGE>

                           ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE
                           SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
                           SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE,
                           AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
                           STATE OR PROVINCIAL SECURITIES LAWS.

                  and it also understands and acknowledges that upon the
                  original issuance thereof, and until such time as the same is
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or applicable state securities laws, all
                  certificates representing the Unit Shares, Warrants and
                  Warrant Shares, and all certificates issued in exchange or in
                  substitution thereof, shall bear the foregoing legend.

                  If such securities are being sold under Rule 904 of Regulation
                  S under the U.S. Securities Acts, any legend may be removed by
                  providing a declaration to the Company, to the effect set out
                  in the attached SCHEDULE "D" (or in such other form as the
                  Company may prescribe from time to time); and provided,
                  further, that, if any such securities are being sold under
                  Rule 144 under the U.S. Securities Acts, the legend may be
                  removed by delivery to the registrar and transfer agent and
                  the Company of an opinion of counsel, of recognized standing
                  reasonably satisfactory to the Company, that such legends are
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or state securities laws;

                  The Subscriber understands and acknowledges that the Company
                  may instruct its transfer agent not to record a transfer
                  without first being notified by the Company that it is
                  satisfied that such transfer is exempt from or not subject to
                  registration under the U.S. Securities Acts;

         (n)      the Subscriber understands that the Company and/or the Agents
                  may be required by law or otherwise to disclose to regulatory
                  authorities the Subscriber's identity and the identity of each
                  beneficial purchaser of Special Warrants for whom the
                  Subscriber may be acting, including without limitation, being
                  listed as a "Selling Shareholder" in the Registration
                  Statement and disclosing the number of Securities beneficially
                  owned, and the Subscriber further agrees to fully cooperate
                  with the Company and/or the Agents in this regard and to
                  provide the identity of each beneficial purchaser of Special
                  Warrants for whom the Subscriber may be acting, if required,
                  to the Company and/or the Agents.

         (o)      notwithstanding the foregoing, none of the Special Warrants or
                  Warrants may be offered, sold, transferred, pledged,
                  hypothecated or otherwise assigned, until the Registration
                  Statement becomes effective, without the prior written consent
                  of the Company and each certificate evidencing a Special
                  Warrant or Warrant will bear the following legend until either
                  (A) the Registration Statement becomes effective or (B) the
                  Special Warrant is sold pursuant to a transaction that is one
                  (1) year or greater subsequent to the Closing of the Offering,
                  in accordance with either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144A under the 1933 ACT, or (iii) in reliance
                  upon Regulation S and in compliance with Applicable Securities
                  Laws:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE
                           SUBSCRIPTION AGREEMENT BETWEEN VOICE MOBILITY
                           INTERNATIONAL, INC. (THE "COMPANY") AND THE PURCHASE,
                           AND SPECIAL WARRANT INDENTURE AMONG THE COMPANY AND
                           THE TRUSTEE, AND SPECIFICALLY MAY NOT BE OFFERED,
                           SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, PRIOR TO EFFECTIVENESS OF A REGISTRATION
                           STATEMENT UNDER THE 1933 ACT, EXCEPT WITH THE PRIOR
                           WRITTEN CONSENT OF THE COMPANY.

         (p)      upon acceptance by the Company and the Agents, this
                  Subscription Agreement will not violate or conflict with the
                  terms of any restriction, agreement or undertaking respecting
                  purchasers of securities by the Subscriber and any such
                  beneficial purchaser;

         (q)      the Subscriber acknowledges that the Subscriber has had access
                  to such financial and other information and has had the
                  opportunity to ask questions of and receive answers from the
                  Company as the Subscriber has deemed necessary in connection
                  with the Subscriber's decision to purchase the Special
                  Warrants;


                                       9
<PAGE>


         (r)      it is responsible for obtaining such legal advice as it
                  considers necessary in connection with the execution, delivery
                  and performance by it of this Subscription Agreement and the
                  transactions contemplated hereunder and it represents and
                  warrants that such execution, delivery and performance shall
                  not contravene any applicable laws of the jurisdiction in
                  which it is resident;

         (s)      the legal counsel retained by the Agents (the "AGENTS'
                  COUNSEL") are acting as counsel to the Agents and not as
                  counsel to the Subscriber. The relationship of Agents' Counsel
                  with the Subscriber is limited solely to the provision of
                  customary commercial legal opinions at the Closing Time and to
                  responding to any questions which the Subscriber may have
                  regarding the terms of the documents to be delivered in
                  connection with this Special Warrant transaction;

         (t)      in the case of a purchase by it of Special Warrants as
                  principal, this Subscription Agreement has been duly and
                  validly authorized, executed and delivered by and constitutes
                  a legal, valid, binding and enforceable obligation of the
                  Subscriber;

         (u)      in the case of a purchase by it of Special Warrants acting as
                  a trustee or agent for a disclosed or undisclosed principal or
                  identified by account number only, it is duly authorized to
                  execute and deliver this Subscription Agreement and all other
                  necessary documentation in connection with such purchase on
                  behalf of such principal and this Subscription Agreement has
                  been duly authorized, executed and delivered by or on behalf
                  of, and constitutes a legal, valid, binding and enforceable
                  agreement of, such principal;

         (v)      it has such knowledge and experience in financial and business
                  affairs as to be capable of evaluating the merits and risks of
                  its investment hereunder and it, or, where it is not
                  purchasing as principal, each beneficial purchaser, is able to
                  bear the economic risk of loss of such investment;

         (w)      it is responsible for obtaining legal advice as to and will
                  comply in all respects with the prospectus delivery
                  requirements under Applicable Securities Laws in connection
                  with any sale by the Subscriber of the Unit Shares, the
                  Warrants and the Warrant Shares;

         (x)      in connection with its obligations under Section 11(a) of this
                  Subscription Agreement, the Company may require the Subscriber
                  to furnish to the Company such information regarding
                  Subscriber and the distribution of the securities covered by
                  the Registration Statement (the "Registrable Shares") as the
                  Company may from time to time reasonably request in writing
                  and such other information as may be legally required in
                  connection with such registration. The Subscriber agrees, by
                  its acquisition of Registrable Shares and acceptance of the
                  benefits provided to it hereunder, to furnish promptly to the
                  Company all information required to be disclosed in order to
                  make any previously furnished information not materially
                  misleading. The Subscriber agrees that upon receipt of any
                  notice from the Company of the happening of any event of the
                  kind described herein requiring the cessation of the
                  distribution of a prospectus or the distribution of a
                  supplemented or amended prospectus, the Subscriber will
                  forthwith discontinue disposition of Registrable Shares
                  pursuant to the Registration Statement covering such
                  Registrable Shares until the Subscriber's receipt of the
                  copies of the supplemented or amended prospectus, or until it
                  is advised in writing by the Company that the use of the
                  prospectus may be resumed, and, if so directed by the Company,
                  the Subscriber will deliver to the Company (at the Company's
                  expense) all copies, other than permanent file copies then in
                  the Subscriber's possession, of the prospectus covering such
                  Registrable Shares current at the time of receipt of such
                  notice. Except as set forth below, the Company agrees to
                  indemnify and hold harmless the Subscriber, and each of its
                  directors, officers, employees, agents, and each person, if
                  any, who controls the Subscriber within the meaning of the
                  1933 ACT, against any losses, claims, damages, or liabilities
                  to which such indemnified person may become subject under the
                  1933 ACT or otherwise, insofar as such losses, claims,
                  damages, or liabilities arise out of or are based upon any
                  untrue or alleged untrue statement of any material fact
                  contained in said Registration Statement, or any preliminary
                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading. The Subscriber agrees to
                  indemnify and hold harmless the Company, each of its
                  directors, each of its officers who have signed the
                  Registration Statement, employees, agents and each person, if
                  any, who controls the Company within the meaning of the 1933
                  ACT against any losses, claims, damages or liabilities to
                  which such indemnified person may become subject, under the
                  1933 ACT or otherwise, insofar as such losses, claims, damages
                  or liabilities arise out of or are based upon any untrue or
                  alleged untrue statement of any material fact contained in
                  said Registration Statement, or any preliminary

                                       10
<PAGE>

                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in each case, to
                  the extent, but only to the extent that such untrue
                  statement or alleged untrue statement or omission or
                  alleged omission was made in said registration statement,
                  said preliminary prospectus, said final prospectus or said
                  amendment or supplement in reliance upon and in conformity
                  with written information furnished by Subscriber
                  specifically for use in the preparation thereof, and
                  provided further that the Subscriber's liability pursuant
                  to this paragraph 9(x) shall be limited to the amount of
                  the Subscriber's investment in the Company as reflected in
                  the Registration Statement;

         (y)      the Subscriber acknowledges that it has been advised that as a
                  "selling shareholder" under the Registration Statement,
                  Subscriber might be deemed to be an underwriter within the
                  meaning of Section 2(11) of the 1933 ACT and any profit on the
                  resale of the securities might be deemed to be underwriting
                  discounts and commissions under the 1933 ACT; and

         (z)      the Subscriber acknowledges and agrees that in addition to any
                  other applicable laws or regulations, as a "selling
                  shareholder" under the Registration Statement, it will comply
                  with regulations relating to distributions by selling
                  shareholders, including Regulation M under the SECURITIES
                  EXCHANGE ACT OF 1934 (the "1934 ACT"). Regulation M prohibits
                  selling shareholders from offering to purchase and purchasing
                  the common stock of the Company at certain periods of time
                  surrounding their sales of securities under the Registration
                  Statement. Regulation M attempts to prevent selling
                  shareholders who are engaged in a distribution from
                  manipulating the market. In addition, Subscriber acknowledges
                  some U.S. States may require that registration, exemption from
                  registration or notification requirements be met before
                  selling shareholders may sell their common stock. Some states
                  may also require selling shareholders to sell their common
                  stock only through broker-dealers.

         (aa)     the Subscriber is purchasing the Special Warrants as principal
                  for its own account, and not for the benefit of any other
                  person or company and not with a view to the resale or
                  distribution of all or any of the Special Warrants, and this
                  Subscription Agreement has been authorized, executed and
                  delivered by the Subscriber, and constitutes a legal, valid
                  and binding agreement of the Subscriber and the Subscriber is
                  purchasing a sufficient number of Special Warrants such that
                  the aggregate acquisition cost to the Subscriber of such
                  Special Warrants is not less than $97,000.

         (bb)     if the Subscriber has been created or is being used primarily
                  to permit the purchase of the Special Warrants without a
                  prospectus, and it is a partnership, syndicate, unincorporated
                  organization, trust, company, fund or association or any other
                  organized group of persons, the share or portion of each
                  member or partner of the partnership, syndicate or
                  unincorporated organization, or each beneficiary of the trust,
                  or each shareholder or member of the company, fund or
                  association or other organized group of persons, as the case
                  may be, of the aggregate acquisition cost of the Special
                  Warrants is not less than $97,000.

         (cc)     subject to paragraph 9(bb) hereof, the Subscriber has not been
                  created or is not being used primarily to permit the purchase
                  of the Special Warrants without a prospectus.

         (dd)     the Subscriber is purchasing the Special Warrants for
                  investment only and not with a view to resale or distribution
                  and it will not resell or otherwise transfer or dispose of the
                  Special Warrants prior to the receipt for the Prospectus
                  except in accordance with the provisions of Applicable
                  Securities Laws.

         (ee)     the Subscriber will execute and deliver no later than 4:00
                  p.m. (Toronto time) on March 26, 2001, all documentation as
                  may be required by all Applicable Securities Laws to permit
                  the purchase of the Special Warrants hereunder on the terms as
                  set forth herein, including without limitation if the
                  Subscriber is an individual, the Form 20A (IP) in the form
                  attached as SCHEDULE "B", as required by the British Columbia
                  Securities Commission.

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, agrees that the above representations,
warranties and covenants will be true and correct both as of the execution of
this Subscription Agreement and as of the Closing Date and will survive the
completion of the issuance of the Special Warrants.

The Subscriber acknowledges on its own behalf, and if applicable, on behalf of
others it is contracting for hereunder that the foregoing representations and
warranties are made by it with the intent that they may be relied upon by the
Agents and



                                       11
<PAGE>

the Company in determining its eligibility or, if applicable, the eligibility of
others on whose behalf it is contracting hereunder to purchase the Special
Warrants under relevant securities legislation. The Subscriber agrees to
indemnify the Agents and the Company against all losses, claims, costs, expenses
and damages or liabilities which any of them may suffer or incur caused or
arising from reliance thereon. The Subscriber on its own behalf, and if
applicable, on behalf of others it is contracting for hereunder further agrees
that by accepting delivery of the Special Warrants on the Closing Date, it shall
be representing and warranting that the foregoing representations and warranties
are true as at the Closing Date with the same force and effect as if they had
been made by the Subscriber on its own behalf, and if applicable, on behalf of
others it is contracting for hereunder, at the time of closing on the Closing
Date and that they shall survive the purchase by it of the Special Warrants and
shall continue in full force and effect notwithstanding any subsequent
disposition by it of the Special Warrants, Unit Shares, Warrants or Warrant
Shares.

10.      COMPANY'S REPRESENTATIONS AND WARRANTIES

Except as disclosed in writing to the Agents prior to the Closing, the Company
represents and warrants to the Subscriber (which representations and warranties
shall survive for a period of two (2) years following the Closing) as follows:


         (a)      ORGANIZATION AND STANDING. The Company is a corporation duly
                  organized and validly existing under the laws of the State of
                  Nevada and is in good standing under such laws. The Company
                  has the requisite corporate power and authority to own and
                  operate its properties and assets and to carry on its business
                  as currently conducted and as proposed to be conducted.

         (b)      CORPORATE POWER. The Company will have at the Closing Date all
                  requisite legal and corporate power and authority to execute
                  and deliver this Subscription Agreement, to sell and issue the
                  Special Warrants, and to carry out and perform its obligations
                  under the terms of this Subscription Agreement.

         (c)      AUTHORIZATION. All corporate action on the part of the
                  Company, its directors, and its shareholders necessary for the
                  authorization, execution, delivery, and performance of this
                  Subscription Agreement, the Special Warrant Indenture and the
                  Share Warrant Indenture (collectively, the "Transaction
                  Documents") by the Company will be taken prior to the Closing.
                  The Transaction Documents, when executed and delivered by the
                  Company, will, to the best of the Company's knowledge,
                  constitute valid and binding obligations of the Company
                  enforceable in accordance with their respective terms. The
                  Unit Shares issuable on exercise of the Special Warrants have
                  been or will be prior to the Closing allotted and, when
                  issued, will be validly issued, fully paid and non-assessable.

         (d)      NO CONFLICT. The issuance and sale of the Special Warrants by
                  the Company does not and will not conflict with and does not
                  and will not result in a breach of any of the terms,
                  conditions or provisions of its constating documents or any
                  material agreement or material instrument to which the Company
                  is a party.

         (e)      NO ACTIONS, SUITS OR PROCEEDINGS. As at the Closing Date, the
                  Company is not a party to any actions, suits or proceedings
                  which could reasonably be expected to materially affect its
                  business or financial condition, and to the best of the
                  Company's knowledge no such actions, suits or proceedings are
                  contemplated or have been threatened.

         (f)      NO JUDGMENTS. As at the Closing Date, there are no judgments
                  against the Company which are unsatisfied, nor are there any
                  consent decrees or injunctions to which the Company is
                  subject.

         (g)      NO DEFAULT. As at the Closing Date, the Company is in all
                  material respects, conducting its current activities in
                  compliance with all applicable laws, rules and regulations of
                  the SECURITIES ACT (British Columbia), the SECURITIES ACT
                  (Alberta), the SECURITIES ACT (Ontario), the 1933 ACT or the
                  1934 ACT.

         (h)      NO ORDER. No order ceasing or suspending trading in securities
                  of the Company nor prohibiting the sale of such securities has
                  been issued and remains outstanding against the Company or its
                  directors, officers or promoters and no investigations or
                  proceedings for such purposes are pending or threatened.

11.      COMPANY'S COVENANTS

The Company hereby covenants and agrees and, in the Agency Agreement and/or the
Special Warrant Indenture, the Company will covenant and agree as follows:


                                       12
<PAGE>

         (a)      to use its commercially reasonable best efforts (i) to cause a
                  Registration Statement to be filed and prosecuted to
                  effectiveness, (ii) to cause the preliminary prospectus of the
                  Company relating to the distribution of the Unit Shares and
                  Warrants (the "PRELIMINARY PROSPECTUS") to be filed and (iii)
                  to obtain receipts for the final Prospectus, as expeditiously
                  as reasonably practicable after the Closing Date, in each case
                  in form and substance satisfactory to the Company and the
                  Agents, acting reasonably;

         (b)      to use its reasonable best efforts to promptly comply with all
                  filing and other requirements under all Applicable Securities
                  Laws, including, where required by the Agency Agreement or any
                  Applicable Securities Laws, the filing of amendments to the
                  Preliminary Prospectus and Prospectus in each of the Canadian
                  Jurisdictions; and

         (c)      to use its commercially reasonable best efforts to maintain
                  its status as a reporting issuer (or analogous entity) under
                  the Applicable Securities Laws of such provinces in which it
                  becomes a reporting issuer (or analogous entity) as a result
                  of filing the Prospectus as required under the Agency
                  Agreement and to continue to be in compliance with its
                  obligations thereunder, without default, for a period of at
                  least one year from the date of the filing of the Prospectus
                  in each Canadian Jurisdiction.

In addition, the covenants of and terms applicable to the Company described in
the Agency Agreement are hereby incorporated into this section as additional
covenants of the Company.

12.      RESALE RESTRICTIONS

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, understands and acknowledges that the Special
Warrants, Unit Shares, Warrants and Warrant Shares will be subject to certain
resale restrictions under the Applicable Securities Laws (including United
States federal and state securities laws) and the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder,
agrees to comply with such restrictions. The Subscriber understands and
acknowledges that the resale of the Unit Shares and the Warrants and the
issuance of the Warrant Shares has not yet been registered with the SEC and
accordingly is restricted in the U.S. The Subscriber further understands and
acknowledges that the Company is not currently a "reporting issuer" in any
Canadian jurisdiction and that holders of securities of the Company may not be
able to sell such securities for an indefinite period of time without the
Prospectus being filed and a receipt obtained therefor. Subscribers are advised
to consult their own legal advisors in this regard. The Subscriber, on its own
behalf and, if applicable, on behalf of others for whom it is contracting
hereunder, also acknowledges that it has been advised to consult its own legal
advisors with respect to applicable resale restrictions and that it is solely
responsible for complying with such restrictions (and neither the Company nor
the Agents are in any manner responsible for ensuring compliance by the
Subscriber with such restrictions).

13.      RELIANCE UPON REPRESENTATIONS AND WARRANTIES

The Subscriber acknowledges that the representations and warranties contained in
this Subscription Agreement are made by it with the intent that they may be
relied upon by the Company in determining the Subscriber's eligibility to
purchase the Special Warrants, and the Subscriber hereby agrees to indemnify the
Company and its directors, officers, employees and agents against all losses,
claims, costs, expenses and damages or liabilities that they may suffer or incur
caused or arising from their reliance thereon. The foregoing representations and
warranties survive the purchase by the Subscriber of the Special Warrants and
continue in full force and effect as set forth in section 14.

14.      SURVIVAL

This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, survives and continues in full force
and effect and is binding upon the Subscriber for a period of three years,
notwithstanding the completion of the purchase of the Special Warrants by the
Subscriber, the completion of the issue of the Special Warrants by the Company
and any subsequent disposition by the Subscriber of the Securities.

15.      CONTRACTUAL RIGHTS OF ACTION

By its acceptance of this Subscription Agreement, the Company grants to each
Subscriber the contractual right of action for rescission in the form set out in
SCHEDULE "C" and the Subscriber agrees to assign and explicitly extend the
benefit of such right (but without liability to a purchaser) to any permitted
assignee or transferor of the Special Warrants. The above rights are in addition
to any other rights or remedies available to the Special Warrant holder under
section 130 of the SECURITIES ACT (Ontario), equivalent provisions of the
securities legislation of any other province of Canada in which purchasers of
Special Warrants are resident and otherwise at law, and are subject to the
defences described under such legislation. The Subscriber expressly waives and
releases the Company, to the fullest extent permitted by law, from all rights of
withdrawal



                                       13
<PAGE>

to which the Subscriber might otherwise be entitled pursuant to subsection 71(2)
of the SECURITIES ACT (Ontario) and equivalent provisions of the securities
legislation of any other province of Canada.

16.      COMMISSION TO THE AGENTS

You understand that upon completion of the sale by the Company of the Special
Warrants, the Lead Agent, on behalf of the Agents, will receive from the Company
on the Closing Date a cash commission (the "Commission") equal to 7% of the
gross proceeds from the Offering.

In addition, subject to regulatory approval, the Company will grant to the
Agents a special compensation option (the "Special Compensation Option")
exercisable for a compensation option (the "Compensation Option") which, upon
exercise will entitle the Agents to purchase the number of Units equal to 10% of
the total number of Special Warrants sold at a price per Unit that is equal to
the Issue Price of each Special Warrant, for a period of two years from the
Closing Date.

17.      COSTS

You acknowledge and agree that, except as specified in the Agency Agreement, all
costs and expenses incurred by you (including any fees and disbursements of any
special counsel retained by you) relating to the purchase of the Special
Warrants by you shall be borne by you.

18.      ASSIGNMENT

None of the parties to this Subscription Agreement may assign any rights or
benefits under this Subscription Agreement, including the benefit of any
representation, warranty or covenant, without the prior written consent of the
other parties.

19.      ENUREMENT

This Subscription Agreement enures to the benefit of and is binding upon the
parties and their respective heirs, executors, administrators and other legal
representatives, successors (including any successor by reason of amalgamation
or statutory arrangement of any party) and permitted assigns.

20.      ENTIRE AGREEMENT

This Subscription Agreement constitutes the entire agreement of the parties
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to in this Subscription Agreement.

21.      LANGUAGE

The undersigned hereby acknowledges that it has consented and requested that all
documents evidencing or relating in any way to the sale of the Special Warrants
be drawn up in the English language only. Nous, soussignes, reconnaissons par
les presentes avoir consenti et demande que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente de ces actions soient rediges en
anglais seulement.

22.      TIME OF ESSENCE

Time is of the essence of this Subscription Agreement.

23.      COUNTERPARTS, ETC.

This Subscription Agreement may be executed in several counterparts, each of
which when so executed is deemed to be an original and such counterparts
together constitute one and the same instrument. Counterparts may be executed
either in original or faxed form and the parties adopt any signatures received
by a receiving fax machine as original signatures of the parties.

24.      EFFECT OF HEADINGS

The section and paragraph headings herein are for convenience only and do not
affect the construction hereof.

25.      SEVERABILITY

The invalidity or enforceability of any provisions hereof in no way affect the
validity or enforceability of any other provision.



                                       14
<PAGE>

26.      GOVERNING LAW

This Subscription Agreement is governed by the laws of the Province of British
Columbia and the laws of Canada applicable therein. The Subscriber irrevocably
attorns to the non-exclusive jurisdiction of the court of the Province of
British Columbia.

27.      CURRENCY

All references in this Agreement to currency amounts are indicated in terms of
Canadian dollars.



                                       15
<PAGE>


                                  SCHEDULE "A"
                       VOICE MOBILITY INTERNATIONAL, INC.

                                   TERM SHEET


<TABLE>

<S>                          <C>
THE ISSUER:                    Voice Mobility International, Inc. (the "Company").

OFFERING:                      Special Warrants at a price of Cdn.$2.00 per Special Warrant
                               (the "Issue Price") for aggregate gross proceeds of up to Cdn.$15,000,000.

TERMS OF SPECIAL WARRANTS:     Each Special Warrant is exercisable, without payment of additional
                               consideration, into one Unit of the Company (a "Unit"). Each Unit
                               consists of one Common Share (a "Unit Share") and one-half Warrant of
                               the Company. Each whole Warrant (a "Warrant") entitles the holder to
                               acquire one Common Share (a "Warrant Share") at a price of Cdn.$2.25
                               at any time on or before a date which is two years from the Closing Date.
                               The Units, Unit Shares, Warrants and Warrant Shares are collectively
                               referred to as the "Underlying Securities".

MINIMUM SUBSCRIPTION           75,000 Special Warrants (Cdn.$150,000) in the Province of Ontario and such
                               other minimum number of Special Warrants as is prescribed by securities
                               legislation in other Qualifying Jurisdictions.

CLOSING DATE:                  March 27, 2001, or such other date as is agreed upon by the Lead Agent and
                               the Company (the "Closing Date").

QUALIFYING JURISDICTIONS:      Ontario, British Columbia, Alberta, the United States of America (and such other
                               jurisdictions as are agreed upon by the Company and the Lead Agent).

SPECIAL WARRANTS:              The Special Warrants will be issued pursuant to a special warrant indenture containing
                               standard anti-dilution protections (including in the case of dividends paid in the
                               ordinary course), which protections will be operative from the Closing Date. The
                               Special Warrants are exercisable by the holders thereof at any time after their
                               issuance and, if not previously exercised or repurchased, will be deemed to be exercised
                               immediately prior to 4:30 p.m. (Toronto time) on the business day (the "Qualification
                               Deadline") which is the latest of: (i) the date a registration statement with regard
                               to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of
                               the Warrant Shares is declared effective by the United States Securities and
                               Exchange Commission under the UNITED STATES SECURITIES ACT OF 1933, as amended,
                               and (ii) the date a receipt is issued by the last of the securities regulatory
                               authorities in each of the jurisdictions in Canada set out as Qualifying Jurisdictions
                               in the Term Sheet where purchasers of Special Warrants are resident as at the Closing
                               Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants
                               for distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the
                               listing of the Company's common shares on The Toronto Stock Exchange becomes effective,
                               being the time its common shares are posted for trading.

ESCROW:                        The net proceeds (gross  proceeds less Agents' fees and expenses) from the sale of the
                               Special  Warrants  will be deposited in escrow with a trust company mutually agreeable to
                               the Company and the Lead Agent, to be released to the Company on the exercise or deemed
                               exercise of the Special Warrants, provided that certain subscribers ("Non-Escrowed Subscribers")
                               may agree to permit the release of their subscription proceeds to the Company on the
                               Closing Date. The subscription proceeds from the balance of the Subscribers ("Escrowed
                               Subscribers") shall be held in escrow as provided above. Notwithstanding the above, net
                               proceeds that are required to be deposited in escrow for the purpose of obtaining
                               approval to list the Company's common shares on The Toronto Stock Exchange shall not be
                               released to the Company on the Closing  Date, but shall be deposited in escrow as provided above.


</TABLE>

                                      A-1
<PAGE>

<TABLE>

<S>                          <C>
EXCHANGE, PENALTY AND
REPURCHASE PROVISIONS:         The Company will use its best efforts to file a prospectus qualifying the Unit Shares and
                               Warrants to be issued in exchange for the Special Warrants in Ontario (and such other
                               provinces as may be agreed to by the Company and the Lead Agent) as soon as practicable
                               after the Closing Date. If the Qualification Deadline has not occurred on or prior to the
                               date that is 120 days following the Closing Date or such later date as may be determined
                               at the sole discretion of the Lead Agent, each Special Warrant will be exercisable for 1.1
                               Units. The Company will continue to use all reasonable commercial efforts to obtain a
                               receipt for the prospectus after 120 days after the Closing Date.

                               In the event a TSE listing of the Company's Common Shares has not been achieved prior to
                               the date six (6) months following the Closing Date, the Escrowed Subscribers shall
                               be entitled, at their option (the "Repurchase Option"), until the Time of Expiry, to require
                               the Company to repurchase their Special Warrants from legally available funds at the
                               Issue Price plus accrued interest.

LEAD AGENT:                    Loewen, Ondaatje, McCutcheon Limited

CO-AGENTS:                     Acumen Capital Partners Limited
                               Paradigm Capital Inc.

AGENTS' COMMISSION:            The Agents will be paid at the closing of the sale of Special Warrants a commission of 7%
                               of the gross proceeds of this Offering, which commission and the expenses of the Agents
                               (including the fees of the Agents' legal counsel) will be fully paid in cash on the
                               Closing Date out of the proceeds of the Offering. In addition, the Agents shall receive a
                               Special Compensation Option, exercisable for a Compensation Option which, in the
                               aggregate, upon exercise will entitle the Agents to purchase for a period of two years
                               from the Closing Date the number of Units that is equal to 10% of the number of Special
                               Warrants sold, at a price per Unit that is equal to the issue price of each Special
                               Warrant. The terms of the commission, the Special Compensation Option and the Compensation
                               Option shall be subject to regulatory approval.

SUBSCRIPTION:                  Persons wishing to subscribe for Special Warrants must complete and sign a Subscription
                               Form and deliver a cheque to the Lead Agent not later than one business day prior to the
                               Closing Date.

USE OF PROCEEDS:               The proceeds from the sale of the Special Warrants will be expended by the Company to
                               finance its growth strategy. Specifically, the proceeds will be allocated to sales and
                               marketing, research and development, working capital purposes and potential acquisitions.

RESALE RESTRICTIONS:           The Special Warrants will be issued pursuant to exemptions from prospectus requirements of
                               applicable securities legislation and will be subject to resale restrictions under that legislation.

                               If the Company is unable to obtain a receipt for a final prospectus in any Qualifying
                               Jurisdiction and an effective Registration Statement, the Underlying Securities will be
                               subject to statutory hold periods during which time these securities may not be resold in such
                               Qualifying Jurisdictions.

                               In addition, if any Special Warrants are exercised prior to the issuance of receipts for a
                               final prospectus and/or an effective Registration Statement by the securities commissions in
                               any of the Qualifying Jurisdictions, the Underlying Securities will be subject to statutory
                               restrictions on resale.

                               The Company intends to file a prospectus to qualify the Underlying Securities only in the
                               Qualifying Jurisdictions. Accordingly, the Underlying Securities that are acquired outside of
                               the Qualifying Jurisdictions may be subject to resale restrictions.

</TABLE>


                                       A-2
<PAGE>

<TABLE>
<S>                         <C>
                               The Special Warrants are not transferable without the prior written consent of the Company.
                               This restriction shall not, however, restrict the exercise of the Special Warrants for the
                               Units. Absent an effective Registration Statement, the Warrants are not transferable without the
                               prior written consent of the Company.

FOREIGN SALES:                 The Special Warrants may be sold outside of Canada pursuant to applicable exemptions.
</TABLE>


                                      A-3

<PAGE>

                                  SCHEDULE "B"
                                  FORM 20A (IP)

                        SECURITIES ACT (BRITISH COLUMBIA)

ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER

1.       I have agreed to purchase from Voice Mobility International, Inc.
         (the "Issuer")

                             Special Warrants (the "Securities") of the Issuer.
         --------------------
        [number of Special Warrants]

2.       I am purchasing the Securities as principal and, on closing of the
         agreement of purchase and sale, I will be the beneficial owner of the
         Securities.

3.       I [circle one] have/have not received an offering memorandum describing
         the Issuer and the Securities.

4.       I acknowledge that:

         (a)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Securities, AND

         (b)      there is no government or other insurance covering the
                  Securities, AND

         (c)      I may lose all of my investment, AND

         (d)      there are restrictions on my ability to resell the Securities
                  and it is my responsibility to find out what those
                  restrictions are and to comply with them before selling the
                  Securities, AND

         (e)      I WILL NOT receive a prospectus that the BRITISH COLUMBIA
                  SECURITIES ACT (the "Act") would otherwise require be given to
                  me because the Issuer has advised me that it is relying on a
                  prospectus exemption, AND

         (f)      because I am not purchasing the Securities under a prospectus,
                  I will not have the civil remedies that would otherwise be
                  available to me, AND

         (g)      the Issuer has advised me that it is using an exemption from
                  the requirement to sell through a dealer registered under the
                  Act, except purchases referred to in paragraph 5(g), and as a
                  result I do not have the benefit of any protection that might
                  have been available to me by having a dealer act on my behalf.

5.       I also acknowledge that: [CIRCLE ONE]

         (a)      I am purchasing Securities that have an aggregate acquisition
                  cost of $97,000 or more, OR

         (b)      my net worth, or my net worth jointly with my spouse at the
                  date of the agreement of purchase and sale of the securities,
                  is not less than $400,000, OR

         (c)      my annual net income before tax is not less than $75,000, or
                  my annual net income before tax jointly with my spouse is not
                  less than $125,000, in each of the two most recent calendar
                  years, and I reasonably expect to have annual net income
                  before tax of not less than $75,000 or annual net income
                  before tax jointly with my spouse of not less than $125,000 in
                  the current calendar year, OR

         (d)      I am registered under the Act, OR

         (e)      I am a spouse, parent, brother, sister or child of a senior
                  officer or director of the Issuer, or of an affiliate of the
                  Issuer, OR

         (f)      I am a close personal friend of a senior officer or director
                  of the Issuer, or of an affiliate of the Issuer, OR



                                       B-1
<PAGE>

         (g)      I am purchasing securities under section 128(c) ($25,000 -
                  registrant required) of the Rules, and I have spoken to a
                  person [NAME OF REGISTERED PERSON:] _________________________
                  (the "Registered Person") who has advised me that the
                  Registered Person is registered to trade or advise in the
                  Securities and that the purchase of the Securities is a
                  suitable investment for me.

6.       If I am an individual referred to in paragraph 5(b), 5(c), or 5(d), I
         acknowledge that, on the basis of information about the Securities
         furnished by the Issuer, I am able to evaluate the risks and merits of
         the Securities because: [CIRCLE ONE]

         (a)      of my financial, business or investment experience, OR

         (b)      I have received advice from a person [NAME OF ADVISER:]

                                                      (the "Adviser") who has
                  ------------------------------------
                  advised me that the Adviser is:

                  (i)      registered to advise, or exempted from the
                           requirement to be registered to advise, in respect of
                           the Securities, and

                  (ii)     not an insider of, or in a special relationship with,
                           the Issuer.


The statements made in this report are true.

DATED                  , 2001.      --------------------------------------------
      -----------------                       Signature of Purchaser

                                    --------------------------------------------
                                                 Name of Purchaser

                                    --------------------------------------------

                                    --------------------------------------------
                                               Address of Purchaser






                                      B-2

<PAGE>


                                  SCHEDULE "C"

                   CONTRACTUAL RIGHT OF ACTION FOR RESCISSION

(1)      In the event that a holder of Special Warrants, who acquires Unit
         Shares and Warrants of the Company upon the exercise of the Special
         Warrants, is or becomes entitled under Applicable Securities Laws to
         the remedy of rescission by reason of the Prospectus qualifying the
         distribution of the Unit Shares and Warrants on exercise of the Special
         Warrants, or any amendment thereto, containing a misrepresentation, the
         Subscriber is entitled to rescission not only of the Subscriber's
         exercise of its Special Warrants but also of the private placement
         transaction pursuant to which the Special Warrants were initially
         acquired, and is entitled in connection with such rescission to a full
         refund of all consideration paid to the Company on the acquisition of
         the Special Warrants. The provisions hereof are a direct contractual
         right extended by the Company alone (but specifically not by the
         directors or officers of the Company or by the Agent) to holders of
         Special Warrants, permitted assignees of such holders and to holders of
         Unit Shares and Warrants acquired by such holders on exercise of the
         Special Warrants, and are in addition to any other right or remedy
         available to a holder of Special Warrants under section 130 of the
         SECURITIES ACT (Ontario), equivalent provisions of the securities
         legislation of any other province of Canada in which Special Warrant
         purchasers are resident, or otherwise at law, and are subject to the
         provisions of section (2) below, and the defences, limitations and
         other provisions described under the Applicable Securities Laws or
         otherwise available.

(2)      No action may be commenced to enforce the foregoing rights of action
         for rescission more than 180 days after the Closing Date.

(3)      The Company agrees that the benefit of the covenant contained in
         section (1) above is deemed to pass with any permitted and lawful
         assignment or transfer of Special Warrants in accordance with the
         Special Warrant Indenture and the Subscriber agrees to extend
         explicitly the benefit of such covenant (but without liability to the
         Subscriber) to any permitted and lawful assignee or transferee of
         Special Warrants registered in the name of the Subscriber.

(4)      All capitalized terms in this Schedule that are defined in the
         Subscription Agreement between the Subscriber and the Company have the
         meanings given to them in the Subscription Agreement.


                                      C-1


<PAGE>

                                  SCHEDULE "D"

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND


TO:      VOICE MOBILITY INTERNATIONAL, INC.

         The undersigned (a) acknowledges that the sale of the securities of
Voice Mobility International, Inc. (the "Company") to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies
that (1) it is not an affiliate of the Company (as defined in Rule 405 under the
1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States, or (B) the
transaction was executed on or through the facilities of The Toronto Stock
Exchange or any other designated offshore securities market, as defined in
Regulation S, and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is BONA FIDE and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace the securities sold in reliance on Rule 904 of the 1933 Act
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.


Dated:                               By:

                                     Name:
                                          --------------------------------------

                                     Title:
                                           -------------------------------------



                                      D-1


<PAGE>



                                  SCHEDULE "E"

                   CERTIFICATION BY FOREIGN PORTFOLIO MANAGER

The undersigned is purchasing securities of Voice Mobility International, Inc.
(the "Issuer").

The undersigned hereby certifies that:

         (a)      it is purchasing securities of the Issuer on behalf of managed
                  accounts for which it is making the investment decision to
                  purchase these securities and has full discretion to purchase
                  or sell securities for such accounts without requiring the
                  client's express consent to a transaction;

         it carries on the business of managing the investment portfolios of
         clients through discretionary authority granted by those clients (a
         "portfolio manager" business) in _____________________ [jurisdiction],
         and it is permitted by law to carry on a portfolio manager business in
         that jurisdiction;

         it was not created solely or primarily for the purpose of purchasing
         securities of the Issuer;

         the total asset value of the investment portfolios it manages on behalf
         of clients is not less than $20,000,000; and

         the Issuer has provided it with a list of the directors, senior
         officers and other insiders of the Issuer, and the persons that carry
         on investor relations activities for the Issuer (which list is attached
         as a schedule to this Form), and it does not believe, and has no
         reasonable grounds to believe, that any of those persons has a
         beneficial interest in any of the managed accounts for which it is
         purchasing, except as follows:


----------------------------------------------------------
(name of insider(s) or person(s) carrying on investor
relations activities for the Issuer that have a beneficial
interest in an account)

The undersigned acknowledges that it is bound by the provisions of the British
Columbia SECURITIES ACT including, without limitation, sections 87 and 111
concerning the filing of insider reports and reports of acquisitions.


                                       Dated at
                                               ---------------------------------

                                       this        day of                 , 2001
                                            ------        -----------------

                                       -----------------------------------------
                                       (Name of Purchaser - please print)

                                       -----------------------------------------
                                       (Authorized Signature)

                                       -----------------------------------------
                                       (Official Capacity - please print)

                                       -----------------------------------------
                                       (please print name of individual whose
                                       signature appears above, if different
                                       from name of purchaser printed above)





                                      E-1
<PAGE>

                   SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS
                       (FOR NON-ESCROWED U.S. SUBSCRIBERS)
                         (THE "SUBSCRIPTION AGREEMENT")

 THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND, SUBJECT TO CERTAIN
EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON

To:     VOICE MOBILITY INTERNATIONAL, INC.

And to: Loewen, Ondaatje, McCutcheon Limited, Acumen Capital Finance Partners
        Limited and Paradigm Capital Inc.

ONE COMPLETED AND ORIGINALLY EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT AND
APPLICABLE SCHEDULES MUST BE DELIVERED IN ACCORDANCE WITH SECTION 6 OF THIS
SUBSCRIPTION AGREEMENT AS SOON AS POSSIBLE, AND, IN ANY EVENT, NO LATER THAN
4:00 P.M. (TORONTO TIME) ON MARCH 26, 2001 TO:

         ATTENTION: CLAUDIA MARTINS, LOEWEN, ONDAATJE, MCCUTCHEON LIMITED,
                    HAZELTON LANES, EAST TOWER
                    55 AVENUE ROAD, SUITE 2250, TORONTO, ON M5R 3L2,
                    TEL (416) 964-4456, FAX (416) 964-4333

The undersigned (the "Subscriber" or "you") hereby confirms its irrevocable
subscription for and offer to purchase from Voice Mobility International, Inc.
("Voice Mobility" or the "Company") that number of special warrants of the
Company (the "Special Warrants") set out below, at a price of Cdn$2.00 per
Special Warrant (the "Issue Price"), pursuant to the terms and conditions of
this Subscription Agreement and in accordance with the Agency Agreement (as
defined below). The Subscriber agrees to be bound by the terms of this
Subscription Agreement and, without limitation, agrees that the Company and the
Agents (as defined below) may rely upon its covenants, representations and
warranties.

<TABLE>
<S>                                                          <C>
____________________________________________________________  _________________________________________________________________

                                                               NUMBER OF SPECIAL WARRANTS:
------------------------------------------------------
(Name of Subscriber - please print)
Account Reference:                                             AGGREGATE SUBSCRIPTION PRICE: $
                  ------------------------------------                                        ---------------------------------
                                                                                            (the "Aggregate Subscription Price")

                                                               The Subscribers agrees to permit the release of its subscription
By:                                                            proceeds to the Company on closing ("Non-Escrowed Subscribers").
   --------------------------------------------------
Authorized Signature
                                                               _________________________________________________________________

                                                               _________________________________________________________________

                                                               IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (BENEFICIAL
                                                               PURCHASER) AND IS NOT A TRUST COMPANY OR A PORTFOLIO MANAGER
-----------------------------------------------------          PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY
(Official Capacity or Title - please print)                    IT, COMPLETE THE FOLLOWING:

-----------------------------------------------------          ---------------------------------------------------------------
(Please print name of individual whose signature               (Name of Principal)
appears above if different than the name of the
subscriber printed above.)

                                                               ---------------------------------------------------------------
                                                               (Principal's Address)

-----------------------------------------------------          ---------------------------------------------------------------
(Subscriber's Address)
                                                               ---------------------------------------------------------------
                                                               _________________________________________________________________

                                                               _________________________________________________________________
------------------------------------------------------         DELIVER THE SPECIAL WARRANTS AS SET OUT BELOW:
(Telephone Number)
____________________________________________________________
                                                               ---------------------------------------------------------------
                                                               (Name)

____________________________________________________________
REGISTER THE SPECIAL WARRANTS AS SET OUT BELOW:                ---------------------------------------------------------------
                                                               (Account Reference, if applicable)
------------------------------------------------------
(Name)                                                         ---------------------------------------------------------------
                                                               (Address)
------------------------------------------------------
(Account Reference, if applicable)                             ---------------------------------------------------------------
                                                               (Contact Name)                             (Telephone Number)
------------------------------------------------------
(Address)                                                      __________________________________________________________________

------------------------------------------------------         __________________________________________________________________
(Telephone Number)                                             NUMBER OF SHARES OF THE COMPANY HELD BY THE SUBSCRIBER EXCLUDING
                                                               THOSE BEING SUBSCRIBED FOR:
____________________________________________________________  _________________________________________________________________


ACCEPTANCE: The Company hereby accepts the above subscription and the Company represents and warrants to the Subscriber that the
representations and warranties made by the Company to the Agents in the agency agreement (the "Agency Agreement") are true and
correct in all material respects as of this date (save and except as waived by the Lead Agent, as defined below) and that the
Subscriber is entitled to rely thereon.

VOICE MOBILITY INTERNATIONAL, INC.                                                                                          , 2001
                                                                                                        --------------------

                                                                                                     ________________________

By:                                                                                                  No:
   ----------------------------------------                                                          ________________________

</TABLE>


   NOTE: PLEASE ALSO COMPLETE AND SIGN SCHEDULE "B", IF YOU ARE AN INDIVIDUAL



<PAGE>



                           THE TORONTO STOCK EXCHANGE
                 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed placement purchaser of listed securities or
securities which are convertible into listed securities.

                                  QUESTIONNAIRE

1. DESCRIPTION OF TRANSACTION

   (a) Name of issuer of the Securities VOICE MOBILITY INTERNATIONAL, INC.
                                        ----------------------------------------

       -------------------------------------------------------------------------

   (b) Number and Class of Securities to be Purchased
                                                      --------------------------
   (c) Purchase Price
                      ----------------------------------------------------------

       -------------------------------------------------------------------------

2. DETAILS OF PURCHASER

   (a) Name of Purchaser
                        --------------------------------------------------------
   (b) Address
              ------------------------------------------------------------------

   (c) Names and addresses of persons having a greater than 10% beneficial
       interest in the purchaser
                                ------------------------------------------------

       -------------------------------------------------------------------------

3. RELATIONSHIP TO ISSUER

   (a) Is the purchaser (or any person named in response to 2(c) above) an
       insider of the issuer for the purposes of the Ontario Securities Act
       (before giving effect to this private placement)? If so, state the
       capacity in which the purchaser (or person named in response to 2(c))
       qualifies as an insider
                               -------------------------------------------------

   (b) If the answer to (a) is "no", are the purchaser and the issuer controlled
       by the same person or company? If so, give details
                                                         -----------------------
4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

   Give details of all trading by the purchaser, as principal, in the securities
   of the issuer (other than debt securities which are not convertible into
   equity securities), directly or indirectly, within the 60 days preceding the
   date hereof

   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

                                   UNDERTAKING

TO:  The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of six
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable securities legislation, whichever is longer,
without the prior consent of The Toronto Stock Exchange and other regulatory
body having jurisdiction.

DATED AT
        ------------------------------  ----------------------------------------
                                              (Name of Purchaser - please print)
this      day of                , 2001
     ----        ---------------        ----------------------------------------
                                                          (Authorized Signature)


                                        ----------------------------------------
                                              (Official Capacity - please print)

                                          (please print here name of individual
                                          whose signature appears above, if
                                          different from name of purchaser
                                          printed above)

                                       2


<PAGE>



                              TERMS AND CONDITIONS
1.       SUBSCRIPTION

We confirm your agreement to purchase, on and subject to the terms and
conditions in this Subscription Agreement and in the Agency Agreement, from the
Company the number of Special Warrants as set out on the face page of this
Subscription Agreement at a price of Cdn.$2.00 per Special Warrant payable as
described in section 6 of this Subscription Agreement. The Special Warrants you
are purchasing form part of a larger offering (in the Canada, the United States
and elsewhere) of Special Warrants (the "OFFERING") by the Company pursuant to
an agency agreement (the "AGENCY AGREEMENT") to be entered into by Loewen,
Ondaatje, McCutcheon Limited ("LOM" or the "LEAD AGENT"), Acumen Capital Finance
Partners Limited, Paradigm Capital Inc. (collectively, the "AGENTS") and the
Company.

2.       DESCRIPTION OF SPECIAL WARRANTS

         (a)      Attached as SCHEDULE "A" to this Subscription Agreement is a
                  term sheet (the "TERM SHEET") containing a summary of the
                  terms and conditions pertaining to the Special Warrants and
                  the Offering. The description of the Special Warrants
                  contained in the Term Sheet and this Subscription Agreement is
                  a summary only and is subject to the detailed provisions of a
                  special warrant indenture (the "SPECIAL WARRANT INDENTURE") to
                  be dated as of the Closing Date and to be entered into between
                  the Company and Computershare Trust Company of Canada (or
                  another trust company that may be agreed to by the Company and
                  the Lead Agent), in its capacity as special warrant agent and
                  trustee thereunder (the "TRUSTEE").

         (b)      Upon exercise (which term shall include deemed exercise) of
                  the Special Warrants, in accordance with their terms, the
                  holder will, without payment of any additional consideration,
                  be issued one unit ("UNIT") in respect of each Special Warrant
                  exercised. Each Unit will consist of one common share in the
                  capital of the Company, as presently constituted ("UNIT
                  SHARE"), and one half of one non-transferable share purchase
                  warrant ("WARRANT"). Each whole Warrant entitles the holder to
                  purchase one additional common share in the capital of the
                  Company, as presently constituted (a "WARRANT SHARE"), at a
                  price that is equal to $2.25 at any time on or before the date
                  which is two years from the Closing Date (as defined in
                  paragraph 4 below). The description of the Warrants contained
                  in the Term Sheet and this Subscription Agreement is a summary
                  only and is subject to the detailed provisions of a warrant
                  indenture (the "WARRANT INDENTURE") to be dated as of the
                  Closing Date and to be entered into between the Company and
                  Computershare Trust Company of Canada (or another trust
                  company that may be agreed to by the Company and the Lead
                  Agent), in its capacity as warrant agent and trustee
                  thereunder.

         (c)      The Special Warrants will be exercisable on any business day
                  during business hours during the period (the "EXERCISE
                  PERIOD") commencing on the Closing Date and ending at 4:30
                  p.m. (Toronto time) (the "TIME OF EXPIRY") on the business day
                  (the "QUALIFICATION DEADLINE") which is the latest of (i) the
                  date a registration statement (the "REGISTRATION STATEMENT")
                  with regard to the resale of the Special Warrants, Unit Shares
                  and Warrants and the issuance of the Warrant Shares is
                  declared effective by the United States Securities and
                  Exchange Commission (the "SEC") pursuant to the UNITED STATES
                  SECURITIES ACT OF 1933, as amended (the "1933 ACT"), and (ii)
                  the date a receipt is issued by the last of the securities
                  regulatory authorities in each of the jurisdictions in Canada
                  set out as Qualifying Jurisdictions in the Term Sheet where
                  purchasers of Special Warrants are resident as at the Closing
                  Date (the "CANADIAN JURISDICTIONS") for a final prospectus
                  (the "PROSPECTUS") qualifying the issuance of the Unit Shares
                  and the Warrants for distribution in the Canadian
                  Jurisdictions to holders of Special Warrants upon their
                  exercise; and (iii) THE DAY PRECEDING THE DATE THE LISTING OF
                  THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
                  BECOMES EFFECTIVE, BEING THE TIME ITS COMMON SHARES ARE POSTED
                  FOR TRADING.

         (d)      If any Special Warrants have not been exercised by the holders
                  or repurchased by the Company during the Exercise Period, such
                  Special Warrants will be deemed to have been exercised by the
                  holders immediately prior to the Time of Expiry without any
                  further action on the part of such holders. If the
                  Qualification Deadline has not occurred on or prior to the
                  date that is 120 days following the Closing Date or such later
                  date as may be determined at the sole discretion of the Lead
                  Agent, each Special Warrant will be exercisable for 1.1 Units.




                                        3
<PAGE>

         (e)      Immediately upon receipt, the net proceeds from the Offering
                  (gross proceeds less the Agents' fees and expenses), will be
                  deposited in escrow with the Trustee on the Closing Date, to
                  be held in escrow pursuant to the Special Warrant Indenture
                  and will be released to the Company on the exercise or deemed
                  exercise of the Special Warrants, provided that certain
                  subscribers ("NON-ESCROWED SUBSCRIBERS") may agree to permit
                  the release of their subscription proceeds to the Company on
                  the Closing Date. The subscription proceeds from the balance
                  of the Subscribers ("ESCROWED SUBSCRIBERS") shall be held in
                  escrow as provided above. Notwithstanding the above, net
                  proceeds that are required to be deposited in escrow for the
                  purpose of obtaining approval to list the Company's common
                  shares on The Toronto Stock Exchange shall not be released to
                  the Company on the Closing Date, but shall be deposited in
                  escrow as provided above.

         (f)      In the event that a listing of the Company's common shares on
                  The Toronto Stock Exchange has not become effective by the
                  date that is six months following the Closing Date, then each
                  of the Escrowed Subscribers will be entitled, at their option
                  (the "Repurchase Option") until the Time of Expiry, to require
                  the Company to repurchase the Special Warrants held by such
                  holder, from legally available funds, plus such holder's
                  portion of the interest earned by the Trustee under the
                  Special Warrant Indenture. If the funds of the Company legally
                  available for repurchase of such Special Warrants are
                  insufficient to repurchase the total number of Special
                  Warrants to be repurchased, those funds which are legally
                  available will be used to repurchase the maximum number of
                  such Special Warrants rateably among the Escrowed Subscribers
                  who have exercised the Repurchase Option. Thereafter, as
                  additional funds of the Company become legally available for
                  such repurchase, such funds shall be used quarterly to
                  repurchase the Special Warrants until all Special Warrants
                  covered by exercised Repurchase Options have been exercised.

         (g)      The Subscriber acknowledges and agrees that the specific
                  rights of the holders of Special Warrants and the detailed
                  terms of the Special Warrants will be set forth in and subject
                  to the Special Warrant Indenture.

         (h)      Since the Company is not currently a "reporting issuer" in any
                  of the Canadian Jurisdictions or elsewhere in Canada, the
                  Special Warrants and the Unit Shares and Warrants issuable
                  upon the exercise or deemed exercise of the Special Warrants
                  will be subject to resale restrictions under the applicable
                  securities laws, rules, regulations and policies of the
                  Province of British Columbia, the jurisdiction in which the
                  Subscriber is resident, and any jurisdiction in which a
                  subsequent trade may be proposed, until such time as: (i) the
                  Company becomes a "reporting issuer" under such laws and the
                  appropriate "hold periods", if any, under such laws have
                  expired; (ii) a further statutory exemption from the
                  registration and prospectus requirements of such laws may be
                  relied upon by the holder; or (iii) an appropriate
                  discretionary order or ruling is obtained under such laws to
                  permit the transfer by the Subscriber of its securities. The
                  resale or other transfer of the Special Warrants, Unit Shares,
                  Warrants and the issuance of the Warrant Shares will also be
                  restricted under the 1933 ACT until the Registration Statement
                  has become effective. The Company does not expect that the
                  Company's common shares will be listed on any exchange or that
                  the Company will become a "reporting issuer in any of the
                  Canadian Jurisdictions until the Registration Statement has
                  become effective.

                  The Company has agreed to use its reasonable best efforts to
                  file, clear, and obtain a receipt for the Prospectus in each
                  of the Canadian Jurisdictions set out as Qualifying
                  Jurisdictions in the Term Sheet. The Company has also agreed
                  to file and use its reasonable best efforts to prosecute to
                  effectiveness the Registration Statement. In the event that
                  the Company is unable to obtain a receipt for the Prospectus
                  in a Canadian Jurisdiction, the Special Warrants, Unit Shares,
                  Warrants and Warrant Shares (collectively the "SECURITIES")
                  will be subject to statutory resale restrictions under the
                  applicable securities legislation of that Canadian
                  Jurisdiction and the applicable hold period for such
                  Securities may never expire. Statutory restrictions may apply
                  on the resale of the Special Warrants, Unit Shares, Warrants
                  and Warrant Shares that are acquired prior to the issuance of
                  receipts for the Prospectus by the securities regulatory
                  authority in any of the Canadian Jurisdictions. In addition,
                  if the Company does not cause the Registration Statement to
                  become effective, the resale of the Special Warrants, Unit
                  Shares, Warrants and the issuance of the Warrant Shares will
                  continue to be restricted under the 1933 ACT and would be
                  permissible only in accordance with a statutory or regulatory
                  exemption from registration under the 1933 ACT. Subscribers
                  are advised to consult their own legal advisors in this
                  regard.




                                       4
<PAGE>

3.       ACCEPTANCE AND REJECTION OF SUBSCRIPTION BY THE COMPANY

The Subscriber understands and agrees that the Company reserves the right, in
its absolute discretion, to reject the Subscriber's subscription for Special
Warrants in whole or in part, in any order, at any time prior to the Closing
Time (as defined in section 4 below) notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber's subscription and, if
accepted only in part, a proportionate amount of the Aggregate Subscription
Price will be returned to the Subscriber without interest.

4.       CLOSING

The closing of the Offering (the "CLOSING") will be completed at the offices of
Catalyst Corporate Finance Lawyers, Suite 1400, 1055 West Hastings Street,
Vancouver, BC, V6E 2E9, at 9:00 a.m. (Vancouver time) (the "CLOSING TIME") on
March 27, 2001 or such other place or date or time as the Company and the Lead
Agent may mutually agree (the "CLOSING DATE"), provided that delivery of the
signed Special Warrants and Special Compensation Options shall be made to Lead
Agent's counsel, Fraser Milner Casgrain LLP, Suite 4100, 1 First Canadian Place,
Toronto, Ontario M5X 1B2, at or prior to that time. If by the Closing Time, the
terms and conditions contained in this Subscription Agreement and the Agency
Agreement have been complied with to the satisfaction of the Agents or waived by
them, the Agents will deliver to the Company all completed Subscription
Agreements, and will deliver to or to the direction of the Company, the
subscription funds against delivery by the Company of the Special Warrants and
such other documentation as may be required. If by the Closing Time, the terms
and conditions contained in this Subscription Agreement and the Agency Agreement
have not been complied with to the satisfaction of the Agents or waived by them,
any cheques or bank drafts delivered by the Subscriber to the Agents
representing the purchase price for Special Warrants will be promptly returned
to the Subscriber without interest.

5.       FACSIMILED SUBSCRIPTIONS

The Company and the Agents will be entitled to rely on delivery by facsimile of
an executed copy of this Subscription Agreement, and acceptance by the Company
of such facsimile copy will be legally effective to create a valid and binding
agreement between you and the Company in accordance with the terms hereof.

6.       CONDITIONS OF CLOSING

The sale of the Special Warrants to the Subscriber is subject to the following
conditions:

         (a)      Payment of the "Aggregate Subscription Price", as defined on
                  the face page hereof, shall be paid by you as soon as possible
                  and in any event no later than 12:00 noon (Toronto time) on
                  March 27, 2001. Payment must be made by certified cheque or
                  bank draft in Canadian dollars drawn on a Canadian chartered
                  bank or U.S. banking association payable to one of "Loewen,
                  Ondaatje, McCutcheon Limited", "Acumen Capital Finance
                  Partners Limited", "Paradigm Capital Inc." or payable in such
                  other manner as may be specified by the Agents.

         (b)      One completed and signed copy of this Subscription Agreement
                  and one completed and signed Private Placement Questionnaire
                  and Undertaking for The Toronto Stock Exchange must be
                  delivered to Claudia Martins at Loewen, Ondaatje, McCutcheon
                  Limited, Hazelton Lanes, East Tower, 55 Avenue Road, Suite
                  2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416)
                  964-4333, as soon as possible, and in any event, no later than
                  4:00 p.m. (Toronto time) on March 26, 2001.

         (c)      If the Subscriber is an individual, the Subscriber must also
                  complete, sign and deliver the Form 20A (IP) in the form
                  annexed to this Subscription Agreement as SCHEDULE "B", as
                  required by the British Columbia Securities Commission to
                  Claudia Martins at Loewen, Ondaatje, McCutcheon Limited,
                  Hazelton Lanes, East Tower, 55 Avenue Road, Suite 2250,
                  Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416) 964-4333,
                  as soon as possible, and in any event, no later than 4:00 pm
                  (Toronto time) on March 26, 2001. The Form 20A(IP) is required
                  to be delivered by the Agents to the Company at Closing.

         (d)      All necessary regulatory approvals must be obtained prior to
                  the Closing Date and all terms and conditions of this
                  Subscription Agreement, the Agency Agreement and Special
                  Warrant Indenture must be satisfied or waived on or prior to
                  the Closing Date.


                                       5
<PAGE>


7.       AUTHORIZATION OF LEAD AGENT

The Subscriber irrevocably authorizes the Lead Agent, in its discretion, to act
as its representative at the Closing, and hereby appoints the Lead Agent, with
full power of substitution, as its true and lawful attorney with full power and
authority in its place and stead:

         (a)      to receive certificates for the Special Warrants, to execute
                  in its name and on its behalf all closing receipts and
                  required documents, to complete and correct any documents
                  relating to the transactions contemplated by this Subscription
                  Agreement that have been signed by the Subscriber and require
                  completion or correction;

         (b)      to extend such time periods and to waive, in whole or in part,
                  any representations, warranties, covenants or conditions for
                  the benefit of the Subscriber contained in this Subscription
                  Agreement, the Agency Agreement or any ancillary or related
                  document;

         (c)      to terminate this Subscription Agreement if any condition
                  precedent to the Offering is not satisfied, in such manner and
                  on such terms and conditions as the Lead Agent may determine,
                  acting reasonably; and

         (d)      without limiting the generality of the foregoing, to
                  negotiate, settle, execute, deliver and amend the Agency
                  Agreement, Special Warrant Indenture and Warrant Indenture.

8.       PROSPECTUS EXEMPTION

The Subscriber, on its own behalf and (if applicable) on behalf of others for
whom it is contracting hereunder, acknowledges and agrees that:

         (a)      the Special Warrants are being offered on a "private
                  placement" basis pursuant to an exemption under the 1933 ACT
                  and applicable state securities laws ("U.S. SECURITIES ACTS")
                  only to (i) "accredited investors" as defined in Section 2(15)
                  of the U.S. Securities Acts and Rule 501 of Regulation D
                  thereunder, and (ii) Qualified Institutional Buyers, as such
                  term is defined in Rule 144A of the U.S. Securities Acts
                  ("QUALIFIED INSTITUTIONAL BUYERS");

         (b)      the sale and delivery of the Special Warrants to the
                  Subscriber or, if applicable, to any others on whose behalf it
                  is contracting hereunder, is conditional upon such sale being
                  exempt from the prospectus filing and registration
                  requirements of all applicable securities legislation,
                  including statutes, regulations, national instruments,
                  published rules, policies, blanket orders, rulings and stock
                  exchanges (collectively, "APPLICABLE SECURITIES LAWS")
                  relating to the sale of the Special Warrants;

         (c)      the Special Warrants, Unit Shares, Warrants and Warrant Shares
                  will be subject to resale restrictions under Applicable
                  Securities Laws and are otherwise subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Subscriber, on its own behalf and, if applicable, on behalf of
                  others for whom it is contracting hereunder, agrees to comply
                  with all Applicable Securities Laws concerning any resale of
                  such Securities;

         (d)      the Subscriber, and, if applicable, the others for whom it is
                  contracting hereunder, have been advised to consult their own
                  legal advisors with respect to applicable resale restrictions
                  and that it (or others for whom it is contracting hereunder)
                  is solely responsible and neither the Company nor the Agents
                  are in any way responsible for compliance with applicable
                  resale restrictions;

         (e)      the Subscriber has not received, nor has it requested, nor
                  does it have any need to receive, any prospectus, sales or
                  advertising literature or any other document purporting to
                  describe the business and affairs of the Company which has
                  been prepared primarily for delivery to, and review by, a
                  prospective purchaser in order to assist it in making an
                  investment decision in respect of the Special Warrants and it
                  has not become aware of any advertisement in printed public
                  media, radio, television or telecommunications, including
                  electronic display, or any other form of advertising or as
                  part of a general solicitation with respect to the
                  distribution of the Special Warrants;

         (f)      in making its investment decision, the Subscriber, and, if
                  applicable, the others for whom it is contracting hereunder,
                  have relied solely upon publicly available information
                  relating to the Company and not upon any verbal or written
                  representation as to any fact or otherwise made by or on
                  behalf of the Company, the



                                       6
<PAGE>

                  Agents or any employee, agent or affiliate thereof or any
                  other person associated therewith, and it, and, if applicable,
                  the others for whom it is contracting hereunder, agree that
                  the Agents assume no responsibility or liability of any nature
                  whatsoever for the accuracy, adequacy or completeness of the
                  publicly available information;

         (g)      the sale of the Special Warrants was not accompanied by any
                  advertisement in printed media of general and regular paid
                  circulation, radio, television or telecommunications,
                  including electronic display;

         (h)      in accepting this Agreement, the Agents and the Company are
                  relying upon the representations of the Subscriber set out
                  herein including, without limitation, in connection with
                  determining the eligibility of the Subscriber or, if
                  applicable, the eligibility of others on whose behalf the
                  Subscriber is contracting hereunder to purchase Special
                  Warrants under the Applicable Securities Laws. The Subscriber
                  hereby agrees to notify the Company immediately of any change
                  in any representation, warranty, covenant or other information
                  relating to the Subscriber or the beneficial purchaser
                  contained in this Agreement which takes place prior to the
                  Closing Date; and

         (i)      other than as provided for herein or in the Agency Agreement,
                  no person has made any written or oral representations that
                  any person will re-sell or re-purchase the Special Warrants,
                  Unit Shares, Warrants or Warrant Shares; as to the future
                  price or value of the Special Warrants, Unit Shares, Warrants
                  or Warrant Shares; or that any person will refund the purchase
                  price of the Special Warrants.

9.       SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

                  By executing this Agreement, the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom the Subscriber is contracting
hereunder, represents, warrants and covenants to the Agents and the Company (and
acknowledges that each of them and their respective legal counsel, are relying
thereon and that such representations, warranties and covenants shall survive
the Closing Date) that:

         (a)      by reason of the Subscriber's business or financial
                  experience, the Subscriber has the capacity to protect its
                  interests in connection with the purchase of the Special
                  Warrants, and the Subscriber has such knowledge and experience
                  in financial and business matters that it is capable of
                  evaluating the merits and risks of an investment in the
                  Company;

         (b)      the Subscriber is purchasing the Special Warrants for its own
                  account and for investment purposes only and has no present
                  intention, or arrangement for the distribution, transfer,
                  assignment or resale of the Special Warrants;

         (c)      if the Subscriber is a corporation, the Subscriber is a valid
                  and subsisting corporation, has the necessary corporate
                  capacity and authority to execute and deliver this Agreement
                  and to observe and perform its covenants and obligations
                  hereunder and has taken all necessary corporate action in
                  respect thereof. If the Subscriber is a limited liability
                  company, partnership, syndicate or other form of
                  unincorporated organization, the Subscriber has the necessary
                  legal capacity and authority to execute and deliver this
                  Agreement and to observe and perform its covenants and
                  obligations hereunder and has obtained all necessary approvals
                  in respect thereof. If the Subscriber is a natural person, he
                  or she has attained the age of majority and is legally
                  competent to execute this Agreement and to take all actions
                  required pursuant thereto;

         (d)      whether the Subscriber is a natural person or a corporation,
                  partnership or other entity, upon acceptance by the Company
                  and the Agents, this Agreement will have been duly executed
                  and delivered and will constitute a legal, valid and binding
                  contract of the Subscriber, and any beneficial purchaser for
                  whom it is purchasing, enforceable against the Subscriber and
                  any such beneficial purchaser in accordance with its terms;

         (e)      as the Special Warrants, Unit Shares, Warrants and Warrant
                  Shares are subject to resale restrictions under the Applicable
                  Securities Laws and the U.S. Securities Acts, the Subscriber,
                  or in the case of a purchase by the Subscriber acting as agent
                  for a disclosed principal, each beneficial purchaser, shall
                  comply with all Applicable Securities Laws and the U.S.
                  Securities Acts concerning any resale of such Securities and
                  shall consult with its own legal advisors with respect to such
                  compliance;



                                       7
<PAGE>

         (f)      the Subscriber will execute and deliver within the applicable
                  time periods all documentation as may be required by any
                  Applicable Securities Laws to permit the purchase of the
                  Special Warrants on the terms herein set forth;

         (g)      if required by any Applicable Securities Laws, the Subscriber
                  will execute, deliver and file and otherwise assist the
                  Company in filing reports, questionnaires, undertakings and
                  other documents with respect to the issue of the Special
                  Warrants;

         (h)      the Subscriber is resident of, or otherwise subject to, the
                  laws of the state set out in their address on the first page
                  of this Subscription Agreement, which address is the residence
                  or place of business of the Subscriber not created or used
                  solely for the purpose of acquiring Special Warrants;

         (i)      the Subscriber acknowledges that the Special Warrants, Unit
                  Shares, Warrants and Warrant Shares have not been and will not
                  be registered under the U.S. Securities Acts or any applicable
                  state securities laws and that the contemplated sale is being
                  made in reliance on Rule 144A to the U.S. Securities Acts to
                  Qualified Institutional Buyers or a private placement
                  exemption to accredited investors (as such term is defined in
                  Rule 501 of Regulation D under the U.S. Securities Acts,
                  "Accredited Investors") pursuant to Rule 506 of Regulation D
                  under the U.S. Securities Acts;

         (j)      the Subscriber (or, if applicable, each beneficial purchaser
                  for whom it is purchasing): (i) is a Qualified Institutional
                  Buyer (as defined in Rule 144A under the U.S. Securities Acts)
                  and is acquiring the Special Warrants for its own account or
                  for the account of a Qualified Institutional Buyer with
                  respect to which it exercises sole investment discretion, and
                  not with a view to any resale, distribution or other
                  disposition of the Special Warrants in violation of United
                  States federal and state securities laws, or (ii) an
                  "accredited investor" within the meaning under Rule 501 of
                  Regulation D under the U.S. Securities Acts;

         (k)      the Subscriber is acquiring the Special Warrants for its own
                  account and not with a view to any resale, distribution or
                  other disposition of the Special Warrants, Unit Shares,
                  Warrants or Warrant Shares in violation of the U.S. Securities
                  Act or applicable U.S. state securities laws;

         (l)      the Subscriber agrees that if it decides to offer, sell or
                  otherwise transfer any of the Special Warrants, Unit Shares,
                  Warrants or Warrant Shares, such Securities may be offered,
                  sold or otherwise transferred only (i) to the Company, (ii)
                  pursuant to an effective registration statement,, (iii) within
                  the United States in accordance with the exemption from
                  registration under the U.S. Securities Acts including pursuant
                  to Rule 144 thereunder, if applicable, and in compliance with
                  any applicable state securities laws or (iv) another exemption
                  from registration under the U.S. Securities Acts and any
                  applicable state securities laws;

         (m)      the Subscriber understands and acknowledges that, upon the
                  original issuance thereof, and until such time as the same is
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or applicable state securities laws, the
                  Special Warrants, Unit Shares, Warrants and Warrant Shares, as
                  the case may be, will be "restricted securities" as defined in
                  Rule 144(a)(3) under the U.S. Securities Acts and each
                  certificate evidencing a Special Warrant, Unit Share or
                  Warrant (and each Warrant Share issued prior to Registration
                  Statement effectiveness) will bear the following legend until
                  the applicable securities as represented by the certificate
                  are sold pursuant to either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144 under the 1933 ACT, or (iii) in reliance
                  upon Regulation S:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
                           SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER
                           OR PURSUANT TO THE SECURITIES LAWS OF ANY PROVINCE IN
                           CANADA. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                           TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION
                           STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
                           EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR
                           RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR
                           (iii)



                                       8
<PAGE>

                           ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE
                           SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
                           SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE,
                           AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
                           STATE OR PROVINCIAL SECURITIES LAWS.

                  and it also understands and acknowledges that upon the
                  original issuance thereof, and until such time as the same is
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or applicable state securities laws, all
                  certificates representing the Unit Shares, Warrants and
                  Warrant Shares, and all certificates issued in exchange or in
                  substitution thereof, shall bear the foregoing legend.

                  If such securities are being sold under Rule 904 of Regulation
                  S under the U.S. Securities Acts, any legend may be removed by
                  providing a declaration to the Company, to the effect set out
                  in the attached SCHEDULE "D" (or in such other form as the
                  Company may prescribe from time to time); and provided,
                  further, that, if any such securities are being sold under
                  Rule 144 under the U.S. Securities Acts, the legend may be
                  removed by delivery to the registrar and transfer agent and
                  the Company of an opinion of counsel, of recognized standing
                  reasonably satisfactory to the Company, that such legends are
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or state securities laws;

                  The Subscriber understands and acknowledges that the Company
                  may instruct its transfer agent not to record a transfer
                  without first being notified by the Company that it is
                  satisfied that such transfer is exempt from or not subject to
                  registration under the U.S. Securities Acts;

         (n)      the Subscriber understands that the Company and/or the Agents
                  may be required by law or otherwise to disclose to regulatory
                  authorities the Subscriber's identity and the identity of each
                  beneficial purchaser of Special Warrants for whom the
                  Subscriber may be acting, including without limitation, being
                  listed as a "Selling Shareholder" in the Registration
                  Statement and disclosing the number of Securities beneficially
                  owned, and the Subscriber further agrees to fully cooperate
                  with the Company and/or the Agents in this regard and to
                  provide the identity of each beneficial purchaser of Special
                  Warrants for whom the Subscriber may be acting, if required,
                  to the Company and/or the Agents.

         (o)      notwithstanding the foregoing, none of the Special Warrants or
                  Warrants may be offered, sold, transferred, pledged,
                  hypothecated or otherwise assigned, until the Registration
                  Statement becomes effective, without the prior written consent
                  of the Company and each certificate evidencing a Special
                  Warrant or Warrant will bear the following legend until either
                  (A) the Registration Statement becomes effective or (B) the
                  Special Warrant is sold pursuant to a transaction that is one
                  (1) year or greater subsequent to the Closing of the Offering,
                  in accordance with either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144A under the 1933 ACT, or (iii) in reliance
                  upon Regulation S and in compliance with Applicable Securities
                  Laws:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE
                           SUBSCRIPTION AGREEMENT BETWEEN VOICE MOBILITY
                           INTERNATIONAL, INC. (THE "COMPANY") AND THE PURCHASE,
                           AND SPECIAL WARRANT INDENTURE AMONG THE COMPANY AND
                           THE TRUSTEE, AND SPECIFICALLY MAY NOT BE OFFERED,
                           SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, PRIOR TO EFFECTIVENESS OF A REGISTRATION
                           STATEMENT UNDER THE 1933 ACT, EXCEPT WITH THE PRIOR
                           WRITTEN CONSENT OF THE COMPANY.

         (p)      upon acceptance by the Company and the Agents, this
                  Subscription Agreement will not violate or conflict with the
                  terms of any restriction, agreement or undertaking respecting
                  purchasers of securities by the Subscriber and any such
                  beneficial purchaser;

         (q)      the Subscriber acknowledges that the Subscriber has had access
                  to such financial and other information and has had the
                  opportunity to ask questions of and receive answers from the
                  Company as the Subscriber has deemed necessary in connection
                  with the Subscriber's decision to purchase the Special
                  Warrants;


                                       9
<PAGE>


         (r)      it is responsible for obtaining such legal advice as it
                  considers necessary in connection with the execution, delivery
                  and performance by it of this Subscription Agreement and the
                  transactions contemplated hereunder and it represents and
                  warrants that such execution, delivery and performance shall
                  not contravene any applicable laws of the jurisdiction in
                  which it is resident;

         (s)      the legal counsel retained by the Agents (the "AGENTS'
                  COUNSEL") are acting as counsel to the Agents and not as
                  counsel to the Subscriber. The relationship of Agents' Counsel
                  with the Subscriber is limited solely to the provision of
                  customary commercial legal opinions at the Closing Time and to
                  responding to any questions which the Subscriber may have
                  regarding the terms of the documents to be delivered in
                  connection with this Special Warrant transaction;

         (t)      in the case of a purchase by it of Special Warrants as
                  principal, this Subscription Agreement has been duly and
                  validly authorized, executed and delivered by and constitutes
                  a legal, valid, binding and enforceable obligation of the
                  Subscriber;

         (u)      in the case of a purchase by it of Special Warrants acting as
                  a trustee or agent for a disclosed or undisclosed principal or
                  identified by account number only, it is duly authorized to
                  execute and deliver this Subscription Agreement and all other
                  necessary documentation in connection with such purchase on
                  behalf of such principal and this Subscription Agreement has
                  been duly authorized, executed and delivered by or on behalf
                  of, and constitutes a legal, valid, binding and enforceable
                  agreement of, such principal;

         (v)      it has such knowledge and experience in financial and business
                  affairs as to be capable of evaluating the merits and risks of
                  its investment hereunder and it, or, where it is not
                  purchasing as principal, each beneficial purchaser, is able to
                  bear the economic risk of loss of such investment;

         (w)      it is responsible for obtaining legal advice as to and will
                  comply in all respects with the prospectus delivery
                  requirements under Applicable Securities Laws in connection
                  with any sale by the Subscriber of the Unit Shares, the
                  Warrants and the Warrant Shares;

         (x)      in connection with its obligations under Section 11(a) of this
                  Subscription Agreement, the Company may require the Subscriber
                  to furnish to the Company such information regarding
                  Subscriber and the distribution of the securities covered by
                  the Registration Statement (the "Registrable Shares") as the
                  Company may from time to time reasonably request in writing
                  and such other information as may be legally required in
                  connection with such registration. The Subscriber agrees, by
                  its acquisition of Registrable Shares and acceptance of the
                  benefits provided to it hereunder, to furnish promptly to the
                  Company all information required to be disclosed in order to
                  make any previously furnished information not materially
                  misleading. The Subscriber agrees that upon receipt of any
                  notice from the Company of the happening of any event of the
                  kind described herein requiring the cessation of the
                  distribution of a prospectus or the distribution of a
                  supplemented or amended prospectus, the Subscriber will
                  forthwith discontinue disposition of Registrable Shares
                  pursuant to the Registration Statement covering such
                  Registrable Shares until the Subscriber's receipt of the
                  copies of the supplemented or amended prospectus, or until it
                  is advised in writing by the Company that the use of the
                  prospectus may be resumed, and, if so directed by the Company,
                  the Subscriber will deliver to the Company (at the Company's
                  expense) all copies, other than permanent file copies then in
                  the Subscriber's possession, of the prospectus covering such
                  Registrable Shares current at the time of receipt of such
                  notice. Except as set forth below, the Company agrees to
                  indemnify and hold harmless the Subscriber, and each of its
                  directors, officers, employees, agents, and each person, if
                  any, who controls the Subscriber within the meaning of the
                  1933 ACT, against any losses, claims, damages, or liabilities
                  to which such indemnified person may become subject under the
                  1933 ACT or otherwise, insofar as such losses, claims,
                  damages, or liabilities arise out of or are based upon any
                  untrue or alleged untrue statement of any material fact
                  contained in said Registration Statement, or any preliminary
                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading. The Subscriber agrees to
                  indemnify and hold harmless the Company, each of its
                  directors, each of its officers who have signed the
                  Registration Statement, employees, agents and each person, if
                  any, who controls the Company within the meaning of the 1933
                  ACT against any losses, claims, damages or liabilities to
                  which such indemnified person may become subject, under the
                  1933 ACT or otherwise, insofar as such losses, claims, damages
                  or liabilities arise out of or are based upon any untrue or
                  alleged untrue statement of any material fact contained in
                  said Registration Statement, or any preliminary

                                       10
<PAGE>

                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in each case, to
                  the extent, but only to the extent that such untrue
                  statement or alleged untrue statement or omission or
                  alleged omission was made in said registration statement,
                  said preliminary prospectus, said final prospectus or said
                  amendment or supplement in reliance upon and in conformity
                  with written information furnished by Subscriber
                  specifically for use in the preparation thereof, and
                  provided further that the Subscriber's liability pursuant
                  to this paragraph 9(x) shall be limited to the amount of
                  the Subscriber's investment in the Company as reflected in
                  the Registration Statement;

         (y)      the Subscriber acknowledges that it has been advised that as a
                  "selling shareholder" under the Registration Statement,
                  Subscriber might be deemed to be an underwriter within the
                  meaning of Section 2(11) of the 1933 ACT and any profit on the
                  resale of the securities might be deemed to be underwriting
                  discounts and commissions under the 1933 ACT; and

         (z)      the Subscriber acknowledges and agrees that in addition to any
                  other applicable laws or regulations, as a "selling
                  shareholder" under the Registration Statement, it will comply
                  with regulations relating to distributions by selling
                  shareholders, including Regulation M under the SECURITIES
                  EXCHANGE ACT OF 1934 (the "1934 ACT"). Regulation M prohibits
                  selling shareholders from offering to purchase and purchasing
                  the common stock of the Company at certain periods of time
                  surrounding their sales of securities under the Registration
                  Statement. Regulation M attempts to prevent selling
                  shareholders who are engaged in a distribution from
                  manipulating the market. In addition, Subscriber acknowledges
                  some U.S. States may require that registration, exemption from
                  registration or notification requirements be met before
                  selling shareholders may sell their common stock. Some states
                  may also require selling shareholders to sell their common
                  stock only through broker-dealers.

         (aa)     the Subscriber is purchasing the Special Warrants as principal
                  for its own account, and not for the benefit of any other
                  person or company and not with a view to the resale or
                  distribution of all or any of the Special Warrants, and this
                  Subscription Agreement has been authorized, executed and
                  delivered by the Subscriber, and constitutes a legal, valid
                  and binding agreement of the Subscriber and the Subscriber is
                  purchasing a sufficient number of Special Warrants such that
                  the aggregate acquisition cost to the Subscriber of such
                  Special Warrants is not less than $97,000.

         (bb)     if the Subscriber has been created or is being used primarily
                  to permit the purchase of the Special Warrants without a
                  prospectus, and it is a partnership, syndicate, unincorporated
                  organization, trust, company, fund or association or any other
                  organized group of persons, the share or portion of each
                  member or partner of the partnership, syndicate or
                  unincorporated organization, or each beneficiary of the trust,
                  or each shareholder or member of the company, fund or
                  association or other organized group of persons, as the case
                  may be, of the aggregate acquisition cost of the Special
                  Warrants is not less than $97,000.

         (cc)     subject to paragraph 9(bb) hereof, the Subscriber has not been
                  created or is not being used primarily to permit the purchase
                  of the Special Warrants without a prospectus.

         (dd)     the Subscriber is purchasing the Special Warrants for
                  investment only and not with a view to resale or distribution
                  and it will not resell or otherwise transfer or dispose of the
                  Special Warrants prior to the receipt for the Prospectus
                  except in accordance with the provisions of Applicable
                  Securities Laws.

         (ee)     the Subscriber will execute and deliver no later than 4:00
                  p.m. (Toronto time) on March 26, 2001, all documentation as
                  may be required by all Applicable Securities Laws to permit
                  the purchase of the Special Warrants hereunder on the terms as
                  set forth herein, including without limitation if the
                  Subscriber is an individual, the Form 20A (IP) in the form
                  attached as SCHEDULE "B", as required by the British Columbia
                  Securities Commission.

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, agrees that the above representations,
warranties and covenants will be true and correct both as of the execution of
this Subscription Agreement and as of the Closing Date and will survive the
completion of the issuance of the Special Warrants.

The Subscriber acknowledges on its own behalf, and if applicable, on behalf of
others it is contracting for hereunder that the foregoing representations and
warranties are made by it with the intent that they may be relied upon by the
Agents and




                                       11
<PAGE>

the Company in determining its eligibility or, if applicable, the eligibility of
others on whose behalf it is contracting hereunder to purchase the Special
Warrants under relevant securities legislation. The Subscriber agrees to
indemnify the Agents and the Company against all losses, claims, costs, expenses
and damages or liabilities which any of them may suffer or incur caused or
arising from reliance thereon. The Subscriber on its own behalf, and if
applicable, on behalf of others it is contracting for hereunder further agrees
that by accepting delivery of the Special Warrants on the Closing Date, it shall
be representing and warranting that the foregoing representations and warranties
are true as at the Closing Date with the same force and effect as if they had
been made by the Subscriber on its own behalf, and if applicable, on behalf of
others it is contracting for hereunder, at the time of closing on the Closing
Date and that they shall survive the purchase by it of the Special Warrants and
shall continue in full force and effect notwithstanding any subsequent
disposition by it of the Special Warrants, Unit Shares, Warrants or Warrant
Shares.

10.      COMPANY'S REPRESENTATIONS AND WARRANTIES

Except as disclosed in writing to the Agents prior to the Closing, the Company
represents and warrants to the Subscriber (which representations and warranties
shall survive for a period of two (2) years following the Closing) as follows:

         (a)      ORGANIZATION AND STANDING. The Company is a corporation duly
                  organized and validly existing under the laws of the State of
                  Nevada and is in good standing under such laws. The Company
                  has the requisite corporate power and authority to own and
                  operate its properties and assets and to carry on its business
                  as currently conducted and as proposed to be conducted.

         (b)      CORPORATE POWER. The Company will have at the Closing Date all
                  requisite legal and corporate power and authority to execute
                  and deliver this Subscription Agreement, to sell and issue the
                  Special Warrants, and to carry out and perform its obligations
                  under the terms of this Subscription Agreement.

         (c)      AUTHORIZATION. All corporate action on the part of the
                  Company, its directors, and its shareholders necessary for the
                  authorization, execution, delivery, and performance of this
                  Subscription Agreement, the Special Warrant Indenture and the
                  Share Warrant Indenture (collectively, the "Transaction
                  Documents") by the Company will be taken prior to the Closing.
                  The Transaction Documents, when executed and delivered by the
                  Company, will, to the best of the Company's knowledge,
                  constitute valid and binding obligations of the Company
                  enforceable in accordance with their respective terms. The
                  Unit Shares issuable on exercise of the Special Warrants have
                  been or will be prior to the Closing allotted and, when
                  issued, will be validly issued, fully paid and non-assessable.

         (d)      NO CONFLICT. The issuance and sale of the Special Warrants by
                  the Company does not and will not conflict with and does not
                  and will not result in a breach of any of the terms,
                  conditions or provisions of its constating documents or any
                  material agreement or material instrument to which the Company
                  is a party.

         (e)      NO ACTIONS, SUITS OR PROCEEDINGS. As at the Closing Date, the
                  Company is not a party to any actions, suits or proceedings
                  which could reasonably be expected to materially affect its
                  business or financial condition, and to the best of the
                  Company's knowledge no such actions, suits or proceedings are
                  contemplated or have been threatened.

         (f)      NO JUDGMENTS. As at the Closing Date, there are no judgments
                  against the Company which are unsatisfied, nor are there any
                  consent decrees or injunctions to which the Company is
                  subject.

         (g)      NO DEFAULT. As at the Closing Date, the Company is in all
                  material respects, conducting its current activities in
                  compliance with all applicable laws, rules and regulations of
                  the SECURITIES ACT (British Columbia), the SECURITIES ACT
                  (Alberta), the SECURITIES ACT (Ontario), the 1933 ACT or the
                  1934 ACT.

         (h)      NO ORDER. No order ceasing or suspending trading in securities
                  of the Company nor prohibiting the sale of such securities has
                  been issued and remains outstanding against the Company or its
                  directors, officers or promoters and no investigations or
                  proceedings for such purposes are pending or threatened.

11.      COMPANY'S COVENANTS

The Company hereby covenants and agrees and, in the Agency Agreement and/or the
Special Warrant Indenture, the Company will covenant and agree as follows:


                                       12
<PAGE>


         (a)      to use its commercially reasonable best efforts (i) to cause a
                  Registration Statement to be filed and prosecuted to
                  effectiveness, (ii) to cause the preliminary prospectus of the
                  Company relating to the distribution of the Unit Shares and
                  Warrants (the "PRELIMINARY PROSPECTUS") to be filed and (iii)
                  to obtain receipts for the final Prospectus, as expeditiously
                  as reasonably practicable after the Closing Date, in each case
                  in form and substance satisfactory to the Company and the
                  Agents, acting reasonably;

         (b)      to use its reasonable best efforts to promptly comply with all
                  filing and other requirements under all Applicable Securities
                  Laws, including, where required by the Agency Agreement or any
                  Applicable Securities Laws, the filing of amendments to the
                  Preliminary Prospectus and Prospectus in each of the Canadian
                  Jurisdictions; and

         (c)      to use its commercially reasonable best efforts to maintain
                  its status as a reporting issuer (or analogous entity) under
                  the Applicable Securities Laws of such provinces in which it
                  becomes a reporting issuer (or analogous entity) as a result
                  of filing the Prospectus as required under the Agency
                  Agreement and to continue to be in compliance with its
                  obligations thereunder, without default, for a period of at
                  least one year from the date of the filing of the Prospectus
                  in each Canadian Jurisdiction.

In addition, the covenants of and terms applicable to the Company described in
the Agency Agreement are hereby incorporated into this section as additional
covenants of the Company.

12.      RESALE RESTRICTIONS

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, understands and acknowledges that the Special
Warrants, Unit Shares, Warrants and Warrant Shares will be subject to certain
resale restrictions under the Applicable Securities Laws (including United
States federal and state securities laws) and the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder,
agrees to comply with such restrictions. The Subscriber understands and
acknowledges that the resale of the Unit Shares and the Warrants and the
issuance of the Warrant Shares has not yet been registered with the SEC and
accordingly is restricted in the U.S. The Subscriber further understands and
acknowledges that the Company is not currently a "reporting issuer" in any
Canadian jurisdiction and that holders of securities of the Company may not be
able to sell such securities for an indefinite period of time without the
Prospectus being filed and a receipt obtained therefor. Subscribers are advised
to consult their own legal advisors in this regard. The Subscriber, on its own
behalf and, if applicable, on behalf of others for whom it is contracting
hereunder, also acknowledges that it has been advised to consult its own legal
advisors with respect to applicable resale restrictions and that it is solely
responsible for complying with such restrictions (and neither the Company nor
the Agents are in any manner responsible for ensuring compliance by the
Subscriber with such restrictions).

13.      RELIANCE UPON REPRESENTATIONS AND WARRANTIES

The Subscriber acknowledges that the representations and warranties contained in
this Subscription Agreement are made by it with the intent that they may be
relied upon by the Company in determining the Subscriber's eligibility to
purchase the Special Warrants, and the Subscriber hereby agrees to indemnify the
Company and its directors, officers, employees and agents against all losses,
claims, costs, expenses and damages or liabilities that they may suffer or incur
caused or arising from their reliance thereon. The foregoing representations and
warranties survive the purchase by the Subscriber of the Special Warrants and
continue in full force and effect as set forth in section 14.

14.      SURVIVAL

This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, survives and continues in full force
and effect and is binding upon the Subscriber for a period of three years,
notwithstanding the completion of the purchase of the Special Warrants by the
Subscriber, the completion of the issue of the Special Warrants by the Company
and any subsequent disposition by the Subscriber of the Securities.

15.      CONTRACTUAL RIGHTS OF ACTION

By its acceptance of this Subscription Agreement, the Company grants to each
Subscriber the contractual right of action for rescission in the form set out in
SCHEDULE "C" and the Subscriber agrees to assign and explicitly extend the
benefit of such right (but without liability to a purchaser) to any permitted
assignee or transferor of the Special Warrants. The above rights are in addition
to any other rights or remedies available to the Special Warrant holder under
section 130 of the SECURITIES ACT (Ontario), equivalent provisions of the
securities legislation of any other province of Canada in which purchasers of
Special Warrants are resident and otherwise at law, and are subject to the
defences described under such legislation. The Subscriber expressly waives and
releases the Company, to the fullest extent permitted by law, from all rights of
withdrawal




                                       13
<PAGE>

to which the Subscriber might otherwise be entitled pursuant to subsection 71(2)
of the SECURITIES ACT (Ontario) and equivalent provisions of the securities
legislation of any other province of Canada.

16.      COMMISSION TO THE AGENTS

You understand that upon completion of the sale by the Company of the Special
Warrants, the Lead Agent, on behalf of the Agents, will receive from the Company
on the Closing Date a cash commission (the "Commission") equal to 7% of the
gross proceeds from the Offering.

In addition, subject to regulatory approval, the Company will grant to the
Agents a special compensation option (the "Special Compensation Option")
exercisable for a compensation option (the "Compensation Option") which, upon
exercise will entitle the Agents to purchase the number of Units equal to 10% of
the total number of Special Warrants sold at a price per Unit that is equal to
the Issue Price of each Special Warrant, for a period of two years from the
Closing Date.

17.      COSTS

You acknowledge and agree that, except as specified in the Agency Agreement, all
costs and expenses incurred by you (including any fees and disbursements of any
special counsel retained by you) relating to the purchase of the Special
Warrants by you shall be borne by you.

18.      ASSIGNMENT

None of the parties to this Subscription Agreement may assign any rights or
benefits under this Subscription Agreement, including the benefit of any
representation, warranty or covenant, without the prior written consent of the
other parties.

19.      ENUREMENT

This Subscription Agreement enures to the benefit of and is binding upon the
parties and their respective heirs, executors, administrators and other legal
representatives, successors (including any successor by reason of amalgamation
or statutory arrangement of any party) and permitted assigns.

20.      ENTIRE AGREEMENT

This Subscription Agreement constitutes the entire agreement of the parties
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to in this Subscription Agreement.

21.      LANGUAGE

The undersigned hereby acknowledges that it has consented and requested that all
documents evidencing or relating in any way to the sale of the Special Warrants
be drawn up in the English language only. Nous, soussignes, reconnaissons par
les presentes avoir consenti et demande que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente de ces actions soient rediges en
anglais seulement.

22.      TIME OF ESSENCE

Time is of the essence of this Subscription Agreement.

23.      COUNTERPARTS, ETC.

This Subscription Agreement may be executed in several counterparts, each of
which when so executed is deemed to be an original and such counterparts
together constitute one and the same instrument. Counterparts may be executed
either in original or faxed form and the parties adopt any signatures received
by a receiving fax machine as original signatures of the parties.

24.      EFFECT OF HEADINGS

The section and paragraph headings herein are for convenience only and do not
affect the construction hereof.

25.      SEVERABILITY

The invalidity or enforceability of any provisions hereof in no way affect the
validity or enforceability of any other provision.




                                       14
<PAGE>

26.      GOVERNING LAW

This Subscription Agreement is governed by the laws of the Province of British
Columbia and the laws of Canada applicable therein. The Subscriber irrevocably
attorns to the non-exclusive jurisdiction of the court of the Province of
British Columbia.

27.      CURRENCY

All references in this Agreement to currency amounts are indicated in terms of
Canadian dollars.




                                       15
<PAGE>

                                  SCHEDULE "A"
                       VOICE MOBILITY INTERNATIONAL, INC.

                                   TERM SHEET


<TABLE>

<S>                          <C>
THE ISSUER:                    Voice Mobility International, Inc. (the "Company").

OFFERING:                      Special Warrants at a price of Cdn.$2.00 per Special Warrant (the "Issue  Price") for aggregate
                               gross proceeds of up to Cdn.$15,000,000.

TERMS OF SPECIAL WARRANTS:     Each Special Warrant is exercisable, without payment of additional consideration, into one
                               Unit of the Company (a "Unit"). Each Unit consists of one Common Share (a "Unit Share") and
                               one-half Warrant of the Company. Each whole Warrant (a "Warrant") entitles the holder to
                               acquire one Common Share (a "Warrant Share") at a price of Cdn.$2.25 at any time on or before
                               a date which is two years from the Closing Date. The Units, Unit Shares, Warrants and Warrant
                               Shares are collectively referred to as the "Underlying Securities").

MINIMUM SUBSCRIPTION           75,000 Special Warrants (Cdn.$150,000) in the Province of Ontario and such other minimum number
                               of Special Warrants as is prescribed by securities legislation in other Qualifying Jurisdictions.

CLOSING DATE:                  March 27, 2001, or such other date as is agreed upon by the Lead Agent and the (the "Closing Date").

QUALIFYING JURISDICTIONS:      Ontario, British Columbia, Alberta, the United States of America (and such other jurisdictions
                               as are agreed upon by the Company and the Lead Agent).

SPECIAL WARRANTS:              The Special Warrants will be issued pursuant to a special warrant indenture containing standard
                               anti-dilution protections (including in the case of dividends paid in the ordinary course), which
                               protections will be operative from the Closing Date. The Special Warrants are exercisable by the
                               holders thereof at any time after their issuance and, if not previously exercised or repurchased,
                               will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day
                               (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with
                               regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the
                               Warrant Shares is declared effective by the United States Securities and Exchange Commission under
                               the UNITED STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the
                               last of the securities regulatory authorities in each of the jurisdictions in Canada set out as
                               Qualifying Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at
                               the Closing Date for a final prospectus qualifying the issuance of the Unit Shares and the
                               Warrants for distribution in the Canadian Jurisdictions; and (iii) the day preceding the date
                               the listing of the Company's common shares on The Toronto Stock Exchange becomes effective, being
                               the time its common shares are posted for trading.

ESCROW:                        The net proceeds (gross proceeds less Agents' fees and expenses) from the sale of the Special
                               Warrants will be deposited in escrow with a trust company mutually agreeable to the Company and the
                               Lead Agent, to be released to the Company on the exercise or deemed exercise of the Special
                               Warrants, provided that certain subscribers ("Non-Escrowed Subscribers") may agree to permit the
                               release of their subscription proceeds to the Company on the Closing Date. The subscription proceeds
                               from the balance of the Subscribers ("Escrowed Subscribers") shall be held in escrow as provided
                               above. Notwithstanding the above, net proceeds that are required to be deposited in escrow for the
                               purpose of obtaining approval to list the Company's common shares on The Toronto Stock Exchange
                               shall not be released to the Company on the Closing Date, but shall be deposited in escrow as
                               provided above.

</TABLE>

                                       A-1
<PAGE>

<TABLE>
<S>                          <C>
EXCHANGE, PENALTY AND
REPURCHASE PROVISIONS:        The Company will use its best efforts to file a prospectus qualifying the Unit Shares and Warrants
                              to be issued in exchange for the Special Warrants in Ontario (and such other provinces as may be
                              agreed to by the Company and the Lead Agent) as soon as practicable after the Closing Date. If the
                              Qualification Deadline has not occurred on or prior to the date that is 120 days following the
                              Closing Date or such later date as may be determined at the sole discretion of the Lead Agent, each
                              Special Warrant will be exercisable for 1.1 Units. The Company will continue to use all reasonable
                              commercial efforts to obtain a receipt for the prospectus after 120 days after the Closing Date.

                               In the event a TSE listing of the Company's Common Shares has not been achieved prior to the date
                               six (6) months following the Closing Date, the Escrowed Subscribers shall be entitled, at their
                               option (the "Repurchase Option"), until the Time of Expiry, to require the Company to repurchase
                               their Special Warrants from legally available funds at the Issue Price plus accrued interest.

LEAD AGENT:                    Loewen, Ondaatje, McCutcheon Limited

CO-AGENTS:                     Acumen Capital Partners Limited
                               Paradigm Capital Inc.

AGENTS' COMMISSION:            The Agents will be paid at the closing of the sale of Special Warrants a commission of 7% of the
                               gross proceeds of this Offering, which commission and the expenses of the Agents (including the fees
                               of the Agents' legal counsel) will be fully paid in cash on the Closing Date out of the proceeds
                               of the Offering. In addition, the Agents shall receive a Special Compensation Option, exercisable
                               for a Compensation Option which, in the aggregate, upon exercise will entitle the Agents to purchase
                               for a period of two years from the Closing Date the number of Units that is equal to 10% of the
                               number of Special Warrants sold, at a price per Unit that is equal to the issue price of each Special
                               Warrant. The terms of the commission, the Special Compensation Option and the Compensation Option
                               shall be subject to regulatory approval.

SUBSCRIPTION:                  Persons wishing to subscribe for Special Warrants must complete and sign a Subscription Form and
                               deliver a cheque to the Lead Agent not later than one business day prior to the Closing Date.

USE OF PROCEEDS:               The proceeds from the sale of the Special Warrants will be expended by the Company to finance its
                               growth strategy. Specifically, the proceeds will be allocated to sales and marketing, research and
                               development, working capital purposes and potential acquisitions.

RESALE RESTRICTIONS:           The Special Warrants will be issued pursuant to exemptions from prospectus requirements of applicable
                               securities legislation and will be subject to resale restrictions under that legislation.

                               If the Company is unable to obtain a receipt for a final prospectus in any Qualifying Jurisdiction
                               and an effective Registration Statement, the Underlying Securities will be subject to statutory hold
                               periods during which time these securities may not be resold in such Qualifying Jurisdictions.

                               In addition, if any Special Warrants are exercised prior to the issuance of receipts for a final
                               prospectus and/or an effective Registration Statement by the securities commissions in any of the
                               Qualifying Jurisdictions, the Underlying Securities will be subject to statutory restrictions on
                               resale.

                               The Company intends to file a prospectus to qualify the Underlying Securities only in the Qualifying
                               Jurisdictions. Accordingly, the Underlying Securities that are acquired outside of the Qualifying
                               Jurisdictions may be subject to resale restrictions.
</TABLE>

                                       A-2
<PAGE>

<TABLE>

<S>                          <C>
                               The Special Warrants are not transferable without the prior written consent of the Company. This
                               restriction shall not, however, restrict the exercise of the Special Warrants for the Units. Absent
                               an effective Registration Statement, the Warrants are not transferable without the prior written
                               consent of the Company.

FOREIGN SALES:                 The Special Warrants may be sold outside of Canada pursuant to applicable exemptions.
</TABLE>



                                       A-3


<PAGE>

                                  SCHEDULE "B"
                                  FORM 20A (IP)

                        SECURITIES ACT (BRITISH COLUMBIA)

ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER

1.       I have agreed to purchase from Voice Mobility International, Inc.
         (the "Issuer")

                                            Special Warrants (the "Securities")
         ---------------------------------- of the Issuer.
           [number of Special Warrants]

2.       I am purchasing the Securities as principal and, on closing of the
         agreement of purchase and sale, I will be the beneficial owner of the
         Securities.

3.       I [circle one] have/have not received an offering memorandum describing
         the Issuer and the Securities.

4.       I acknowledge that:

         (a)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Securities, AND

         (b)      there is no government or other insurance covering the
                  Securities, AND

         (c)      I may lose all of my investment, AND

         (d)      there are restrictions on my ability to resell the Securities
                  and it is my responsibility to find out what those
                  restrictions are and to comply with them before selling the
                  Securities, AND

         (e)      I WILL NOT receive a prospectus that the BRITISH COLUMBIA
                  SECURITIES ACT (the "Act") would otherwise require be given to
                  me because the Issuer has advised me that it is relying on a
                  prospectus exemption, AND

         (f)      because I am not purchasing the Securities under a prospectus,
                  I will not have the civil remedies that would otherwise be
                  available to me, AND

         (g)      the Issuer has advised me that it is using an exemption from
                  the requirement to sell through a dealer registered under the
                  Act, except purchases referred to in paragraph 5(g), and as a
                  result I do not have the benefit of any protection that might
                  have been available to me by having a dealer act on my behalf.

5.       I also acknowledge that: [CIRCLE ONE]

         (a)      I am purchasing Securities that have an aggregate acquisition
                  cost of $97,000 or more, OR

         (b)      my net worth, or my net worth jointly with my spouse at the
                  date of the agreement of purchase and sale of the securities,
                  is not less than $400,000, OR

         (c)      my annual net income before tax is not less than $75,000, or
                  my annual net income before tax jointly with my spouse is not
                  less than $125,000, in each of the two most recent calendar
                  years, and I reasonably expect to have annual net income
                  before tax of not less than $75,000 or annual net income
                  before tax jointly with my spouse of not less than $125,000 in
                  the current calendar year, OR

         (d)      I am registered under the Act, OR

         (e)      I am a spouse, parent, brother, sister or child of a senior
                  officer or director of the Issuer, or of an affiliate of the
                  Issuer, OR

         (f)      I am a close personal friend of a senior officer or director
                  of the Issuer, or of an affiliate of the Issuer, OR


                                       B-1
<PAGE>

         (g)      I am purchasing securities under section 128(c) ($25,000 -
                  registrant required) of the Rules, and I have spoken to a
                  person [NAME OF REGISTERED PERSON:] --------------------------
                  (the "Registered Person") who has advised me that the
                  Registered Person is registered to trade or advise in the
                  Securities and that the purchase of the Securities is a
                  suitable investment for me.

6.       If I am an individual referred to in paragraph 5(b), 5(c), or 5(d), I
         acknowledge that, on the basis of information about the Securities
         furnished by the Issuer, I am able to evaluate the risks and merits of
         the Securities because: [CIRCLE ONE]

         (a)      of my financial, business or investment experience, OR

         (b)      I have received advice from a person [NAME OF ADVISER:]

                                            (the "Adviser") who has advised me
                  -------------------------
                  that the Adviser is:

                  (i)      registered to advise, or exempted from the
                           requirement to be registered to advise, in respect of
                           the Securities, and

                  (ii)     not an insider of, or in a special relationship with,
                           the Issuer.

The statements made in this report are true.

DATED                   , 2001.           --------------------------------------
      ------------------                       Signature of Purchaser


                                          --------------------------------------
                                                  Name of Purchaser

                                          --------------------------------------

                                          --------------------------------------
                                                 Address of Purchaser





                                      B-2


<PAGE>

                                  SCHEDULE "C"

                   CONTRACTUAL RIGHT OF ACTION FOR RESCISSION

(1)      In the event that a holder of Special Warrants, who acquires Unit
         Shares and Warrants of the Company upon the exercise of the Special
         Warrants, is or becomes entitled under Applicable Securities Laws to
         the remedy of rescission by reason of the Prospectus qualifying the
         distribution of the Unit Shares and Warrants on exercise of the Special
         Warrants, or any amendment thereto, containing a misrepresentation, the
         Subscriber is entitled to rescission not only of the Subscriber's
         exercise of its Special Warrants but also of the private placement
         transaction pursuant to which the Special Warrants were initially
         acquired, and is entitled in connection with such rescission to a full
         refund of all consideration paid to the Company on the acquisition of
         the Special Warrants. The provisions hereof are a direct contractual
         right extended by the Company alone (but specifically not by the
         directors or officers of the Company or by the Agent) to holders of
         Special Warrants, permitted assignees of such holders and to holders of
         Unit Shares and Warrants acquired by such holders on exercise of the
         Special Warrants, and are in addition to any other right or remedy
         available to a holder of Special Warrants under section 130 of the
         SECURITIES ACT (Ontario), equivalent provisions of the securities
         legislation of any other province of Canada in which Special Warrant
         purchasers are resident, or otherwise at law, and are subject to the
         provisions of section (2) below, and the defences, limitations and
         other provisions described under the Applicable Securities Laws or
         otherwise available.

(2)      No action may be commenced to enforce the foregoing rights of action
         for rescission more than 180 days after the Closing Date.

(3)      The Company agrees that the benefit of the covenant contained in
         section (1) above is deemed to pass with any permitted and lawful
         assignment or transfer of Special Warrants in accordance with the
         Special Warrant Indenture and the Subscriber agrees to extend
         explicitly the benefit of such covenant (but without liability to the
         Subscriber) to any permitted and lawful assignee or transferee of
         Special Warrants registered in the name of the Subscriber.

(4)      All capitalized terms in this Schedule that are defined in the
         Subscription Agreement between the Subscriber and the Company have the
         meanings given to them in the Subscription Agreement.



                                      C-1

<PAGE>

                                  SCHEDULE "D"

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND


TO:      VOICE MOBILITY INTERNATIONAL, INC.

         The undersigned (a) acknowledges that the sale of the securities of
Voice Mobility International, Inc. (the "Company") to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies
that (1) it is not an affiliate of the Company (as defined in Rule 405 under the
1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States, or (B) the
transaction was executed on or through the facilities of The Toronto Stock
Exchange or any other designated offshore securities market, as defined in
Regulation S, and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is BONA FIDE and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace the securities sold in reliance on Rule 904 of the 1933 Act
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.


Dated:                               By:
                                        ----------------------------------------

                                     Name:
                                          --------------------------------------

                                     Title:
                                           -------------------------------------






                                      D-1
<PAGE>


                   SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS
                (FOR ESCROWED CANADIAN AND NON-U.S. SUBSCRIBERS)
                         (THE "SUBSCRIPTION AGREEMENT")

 THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND, SUBJECT TO CERTAIN
EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON

To:     VOICE MOBILITY INTERNATIONAL, INC.

And to: Loewen, Ondaatje, McCutcheon Limited, Acumen Capital Finance Partners
        Limited and Paradigm Capital Inc.

ONE COMPLETED AND ORIGINALLY EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT AND
APPLICABLE SCHEDULES MUST BE DELIVERED IN ACCORDANCE WITH SECTION 6 OF THIS
SUBSCRIPTION AGREEMENT AS SOON AS POSSIBLE, AND, IN ANY EVENT, NO LATER THAN
4:00 P.M. (TORONTO TIME) ON MARCH 26, 2001 TO:

         ATTENTION: CLAUDIA MARTINS, LOEWEN, ONDAATJE, MCCUTCHEON LIMITED,
                    HAZELTON LANES, EAST TOWER
                    55 AVENUE ROAD, SUITE 2250, TORONTO, ON M5R 3L2,
                    TEL (416) 964-4456, FAX (416) 964-4333

The undersigned (the "Subscriber" or "you") hereby confirms its irrevocable
subscription for and offer to purchase from Voice Mobility International, Inc.
("Voice Mobility" or the "Company") that number of special warrants of the
Company (the "Special Warrants") set out below, at a price of Cdn$2.00 per
Special Warrant (the "Issue Price"), pursuant to the terms and conditions of
this Subscription Agreement and in accordance with the Agency Agreement (as
defined below). The Subscriber agrees to be bound by the terms of this
Subscription Agreement and, without limitation, agrees that the Company and the
Agents (as defined below) may rely upon its covenants, representations and
warranties.

<TABLE>
<S>                                                          <C>
____________________________________________________________  _________________________________________________________________

                                                               NUMBER OF SPECIAL WARRANTS:
------------------------------------------------------
(Name of Subscriber - please print)
Account Reference:                                             AGGREGATE SUBSCRIPTION PRICE: $
                  ------------------------------------                                        ---------------------------------
                                                                                            (the "Aggregate Subscription Price")

                                                               The Subscribers proceeds are to be deposited in escrow pending
By:                                                            a listing of the Company's common shares on The Toronto Stock
   --------------------------------------------------          Exchange (the "Escrow Subscribers").
Authorized Signature
                                                               _________________________________________________________________

                                                               _________________________________________________________________

                                                               IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (BENEFICIAL
                                                               PURCHASER) AND IS NOT A TRUST COMPANY OR A PORTFOLIO MANAGER
-----------------------------------------------------          PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY
(Official Capacity or Title - please print)                    IT, COMPLETE THE FOLLOWING:

-----------------------------------------------------          ---------------------------------------------------------------
(Please print name of individual whose signature               (Name of Principal)
appears above if different than the name of the
subscriber printed above.)

                                                               ---------------------------------------------------------------
                                                               (Principal's Address)

-----------------------------------------------------          ---------------------------------------------------------------
(Subscriber's Address)
                                                               ---------------------------------------------------------------
                                                               _________________________________________________________________

                                                               _________________________________________________________________
------------------------------------------------------         DELIVER THE SPECIAL WARRANTS AS SET OUT BELOW:
(Telephone Number)
____________________________________________________________
                                                               ---------------------------------------------------------------
                                                               (Name)

____________________________________________________________
REGISTER THE SPECIAL WARRANTS AS SET OUT BELOW:                ---------------------------------------------------------------
                                                               (Account Reference, if applicable)
------------------------------------------------------
(Name)                                                         ---------------------------------------------------------------
                                                               (Address)
------------------------------------------------------
(Account Reference, if applicable)                             ---------------------------------------------------------------
                                                               (Contact Name)                             (Telephone Number)
------------------------------------------------------
(Address)                                                      __________________________________________________________________

------------------------------------------------------         __________________________________________________________________
(Telephone Number)                                             NUMBER OF SHARES OF THE COMPANY HELD BY THE SUBSCRIBER EXCLUDING
                                                               THOSE BEING SUBSCRIBED FOR:
____________________________________________________________  _________________________________________________________________


ACCEPTANCE: The Company hereby accepts the above subscription and the Company represents and warrants to the Subscriber that the
representations and warranties made by the Company to the Agents in the agency agreement (the "Agency Agreement") are true and
correct in all material respects as of this date (save and except as waived by the Lead Agent, as defined below) and that the
Subscriber is entitled to rely thereon.

VOICE MOBILITY INTERNATIONAL, INC.                                                                                          , 2001
                                                                                                        --------------------

                                                                                                     ________________________

By:                                                                                                  No:
   ----------------------------------------                                                          ________________________

</TABLE>


   NOTE: PLEASE ALSO COMPLETE AND SIGN SCHEDULE "B", IF YOU ARE AN INDIVIDUAL



<PAGE>



                           THE TORONTO STOCK EXCHANGE
                 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed placement purchaser of listed securities or
securities which are convertible into listed securities.

                                  QUESTIONNAIRE

1. DESCRIPTION OF TRANSACTION

   (a) Name of issuer of the Securities VOICE MOBILITY INTERNATIONAL, INC.
                                        ----------------------------------------

       -------------------------------------------------------------------------

   (b) Number and Class of Securities to be Purchased
                                                      --------------------------
   (c) Purchase Price
                      ----------------------------------------------------------

       -------------------------------------------------------------------------

2. DETAILS OF PURCHASER

   (a) Name of Purchaser
                        --------------------------------------------------------
   (b) Address
              ------------------------------------------------------------------

   (c) Names and addresses of persons having a greater than 10% beneficial
       interest in the purchaser
                                ------------------------------------------------

       -------------------------------------------------------------------------

3. RELATIONSHIP TO ISSUER

   (a) Is the purchaser (or any person named in response to 2(c) above) an
       insider of the issuer for the purposes of the Ontario Securities Act
       (before giving effect to this private placement)? If so, state the
       capacity in which the purchaser (or person named in response to 2(c))
       qualifies as an insider
                               -------------------------------------------------

   (b) If the answer to (a) is "no", are the purchaser and the issuer controlled
       by the same person or company? If so, give details
                                                         -----------------------
4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

   Give details of all trading by the purchaser, as principal, in the securities
   of the issuer (other than debt securities which are not convertible into
   equity securities), directly or indirectly, within the 60 days preceding the
   date hereof

   ----------------------------------------------------------------------------
   ----------------------------------------------------------------------------

                                   UNDERTAKING

TO:  The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of six
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable securities legislation, whichever is longer,
without the prior consent of The Toronto Stock Exchange and other regulatory
body having jurisdiction.

DATED AT
        ------------------------------  ----------------------------------------
                                              (Name of Purchaser - please print)
this      day of                , 2001
     ----        ---------------        ----------------------------------------
                                                          (Authorized Signature)


                                        ----------------------------------------
                                              (Official Capacity - please print)

                                          (please print here name of individual
                                          whose signature appears above, if
                                          different from name of purchaser
                                          printed above)


                                       2

<PAGE>


                              TERMS AND CONDITIONS
1.       SUBSCRIPTION

We confirm your agreement to purchase, on and subject to the terms and
conditions in this Subscription Agreement and in the Agency Agreement, from the
Company the number of Special Warrants set out on the face page of this
Subscription Agreement at a price of $2.00 per Special Warrant payable as
described in section 6 of this Subscription Agreement. The Special Warrants you
are purchasing form part of a larger offering (in Canada, the United States and
elsewhere) of Special Warrants (the "OFFERING") by the Company pursuant to an
agency agreement (the "AGENCY AGREEMENT") to be entered into by Loewen,
Ondaatje, McCutcheon Limited ("LOM" or the "LEAD AGENT"), Acumen Capital Finance
Partners Limited, Paradigm Capital Inc. (collectively the "AGENTS"), and the
Company.

2.       DESCRIPTION OF SPECIAL WARRANTS

         (a)      Attached as SCHEDULE "A" to this Subscription Agreement is a
                  term sheet (the "TERM SHEET") containing a summary of the
                  terms and conditions pertaining to the Special Warrants and
                  the Offering. The description of the Special Warrants
                  contained in the Term Sheet and this Subscription Agreement is
                  a summary only and is subject to the detailed provisions of a
                  special warrant indenture (the "Special Warrant Indenture") to
                  be dated as of the Closing Date and to be entered into between
                  the Company and Computershare Trust Company of Canada (or
                  another trust company that may be agreed to by the Company and
                  the Lead Agent), in its capacity as special warrant agent and
                  trustee thereunder (the "TRUSTEE").

         (b)      Upon exercise (which term shall include deemed exercise) of
                  the Special Warrants, in accordance with their terms, the
                  holder will, without payment of any additional consideration,
                  be issued one unit ("UNIT") in respect of each Special Warrant
                  exercised. Each Unit will consist of one common share in the
                  capital of the Company, as presently constituted ("UNIT
                  SHARE"), and one half of one non-transferable share purchase
                  warrant ("Warrant"). Each whole Warrant entitles the holder to
                  purchase one additional common share in the capital of the
                  Company, as presently constituted (a "WARRANT SHARE"), at a
                  price that is equal to $2.25 at any time on or before the date
                  which is two years from the Closing Date (as defined in
                  paragraph 4 below). The description of the Warrants contained
                  in the Term Sheet and this Subscription Agreement is a summary
                  only and is subject to the detailed provisions of a warrant
                  indenture (the "WARRANT INDENTURE") to be dated as of the
                  Closing Date and to be entered into between the Company and
                  Computershare Trust Company of Canada (or another trust
                  company that may be agreed to by the Company and the Lead
                  Agent), in its capacity as warrant agent and trustee
                  thereunder.

         (c)      The Special Warrants will be exercisable on any business day
                  during business hours during the period (the "Exercise
                  Period") commencing on the Closing Date and ending at 4:30
                  p.m. (Toronto time) (the "Time of Expiry") on the business day
                  (the "QUALIFICATION DEADLINE") which is the latest of (i) the
                  date a registration statement (the "REGISTRATION STATEMENT")
                  with regard to the resale of the Special Warrants, Unit Shares
                  and Warrants and the issuance of the Warrant Shares is
                  declared effective by the United States Securities and
                  Exchange Commission (the "SEC") pursuant to the UNITED STATES
                  SECURITIES ACT OF 1933, as amended (the "1933 ACT"), and (ii)
                  the date a receipt is issued by the last of the securities
                  regulatory authorities in each of the jurisdictions in Canada
                  set out as Qualifying Jurisdictions in the Term Sheet where
                  purchasers of Special Warrants are resident as at the Closing
                  Date (the "CANADIAN JURISDICTIONS") for a final prospectus
                  (the "PROSPECTUS") qualifying the issuance of the Unit Shares
                  and the Warrants for distribution in the Canadian
                  Jurisdictions to holders of Special Warrants upon their
                  exercise; and (iii) THE DAY PRECEDING THE DATE THE LISTING OF
                  THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
                  BECOMES EFFECTIVE, BEING THE TIME ITS COMMON SHARES ARE POSTED
                  FOR TRADING.

         (d)      If any Special Warrants have not been exercised by the holders
                  or repurchased by the Company during the Exercise Period, such
                  Special Warrants will be deemed to have been exercised by the
                  holders immediately prior to the Time of Expiry without any
                  further action on the part of such holders. If the
                  Qualification Deadline has not occurred on or prior to the
                  date that is 120 days following the Closing Date or such later
                  date as may be determined at the sole discretion of the Lead
                  Agent, each Special Warrant will be exercisable for 1.1 Units.


                                        3
<PAGE>


         (e)      Immediately upon receipt, the net proceeds from the Offering
                  (gross proceeds less the Agents' fees and expenses), will be
                  deposited in escrow with the Trustee on the Closing Date, to
                  be held in escrow pursuant to the Special Warrant Indenture
                  and will be released to the Company on the exercise or deemed
                  exercise of the Special Warrants, provided that certain
                  subscribers ("NON-ESCROWED SUBSCRIBERS") may agree to permit
                  the release of their subscription proceeds to the Company on
                  the Closing Date. The subscription proceeds from the balance
                  of the Subscribers ("ESCROWED SUBSCRIBERS") shall be held in
                  escrow as provided above. Notwithstanding the above, net
                  proceeds that are required to be deposited in escrow for the
                  purpose of obtaining approval to list the Company's common
                  shares on The Toronto Stock Exchange shall not be released to
                  the Company on the Closing Date, but shall be deposited in
                  escrow as provided above.

         (f)      In the event that a listing of the Company's common shares on
                  The Toronto Stock Exchange has not become effective by the
                  date that is six months following the Closing Date, then each
                  of the Escrowed Subscribers will be entitled, at their option
                  (the "Repurchase Option") until the Time of Expiry, to require
                  the Company to repurchase the Special Warrants held by such
                  holder, from legally available funds, plus such holder's
                  portion of the interest earned by the Trustee under the
                  Special Warrant Indenture. If the funds of the Company legally
                  available for repurchase of such Special Warrants are
                  insufficient to repurchase the total number of Special
                  Warrants to be repurchased, those funds which are legally
                  available will be used to repurchase the maximum number of
                  such Special Warrants rateably among the Escrowed Subscribers
                  who have exercised the Repurchase Option. Thereafter, as
                  additional funds of the Company become legally available for
                  such repurchase, such funds shall be used quarterly to
                  repurchase the Special Warrants until all Special Warrants
                  covered by exercised Repurchase Options have been exercised.

         (g)      The Subscriber acknowledges and agrees that the specific
                  rights of the holders of Special Warrants and the detailed
                  terms of the Special Warrants will be set forth in and subject
                  to the Special Warrant Indenture.

         (h)      Since the Company is not currently a "reporting issuer" in any
                  of the Canadian Jurisdictions or elsewhere in Canada, the
                  Special Warrants and the Unit Shares and Warrants issuable
                  upon the exercise or deemed exercise of the Special Warrants
                  will be subject to resale restrictions under the applicable
                  securities laws, rules, regulations and policies of the
                  Province of British Columbia, the jurisdiction in which the
                  Subscriber is resident, and any jurisdiction in which a
                  subsequent trade may be proposed, until such time as: (i) the
                  Company becomes a "reporting issuer" under such laws and the
                  appropriate "hold periods", if any, under such laws have
                  expired; (ii) a further statutory exemption from the
                  registration and prospectus requirements of such laws may be
                  relied upon by the holder; or (iii) an appropriate
                  discretionary order or ruling is obtained under such laws to
                  permit the transfer by the Subscriber of its securities. The
                  resale or other transfer of the Special Warrants, Unit Shares,
                  Warrants and the issuance of the Warrant Shares will also be
                  restricted under the 1933 ACT until the Registration Statement
                  has become effective. The Company does not expect that the
                  Company's common shares will be listed on any exchange or that
                  the Company will become a "reporting issuer" in any of the
                  Canadian Jurisdictions until the Registration Statement has
                  become effective.

                  The Company has agreed to use its reasonable best efforts to
                  file, clear, and obtain a receipt for the Prospectus in each
                  of the Canadian Jurisdictions set out as Qualifying
                  Jurisdictions in the Term Sheet. The Company has also agreed
                  to file and use its reasonable best efforts to prosecute to
                  effectiveness the Registration Statement. In the event that
                  the Company is unable to obtain a receipt for the Prospectus
                  in a Canadian Jurisdiction, the Special Warrants, Unit Shares,
                  Warrants and Warrant Shares (collectively the "SECURITIES")
                  will be subject to statutory resale restrictions under the
                  applicable securities legislation of that Canadian
                  Jurisdiction and the applicable hold period for such
                  Securities may never expire. Statutory restrictions may apply
                  on the resale of the Special Warrants, Unit Shares, Warrants
                  and Warrant Shares that are acquired prior to the issuance of
                  receipts for the Prospectus by the securities regulatory
                  authority in any of the Canadian Jurisdictions. In addition,
                  if the Company does not cause the Registration Statement to
                  become effective, the resale of the Special Warrants, Unit
                  Shares, Warrants and the issuance of the Warrant Shares will
                  continue to be restricted under the 1933 ACT and would be
                  permissible only in accordance with a statutory or regulatory
                  exemption from registration under the 1933 ACT. Subscribers
                  are advised to consult their own legal advisors in this
                  regard.


                                        4
<PAGE>


3.       ACCEPTANCE AND REJECTION OF SUBSCRIPTION BY THE COMPANY

The Subscriber understands and agrees that the Company reserves the right, in
its absolute discretion, to reject the Subscriber's subscription for Special
Warrants in whole or in part, in any order, at any time prior to the Closing
Time (as defined in section 4 below) notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber's subscription and, if
accepted only in part, a proportionate amount of the Aggregate Subscription
Price will be returned to the Subscriber without interest.

4.       CLOSING

The closing of the Offering (the "CLOSING") will be completed at the offices of
Catalyst Corporate Finance Lawyers, Suite 1400, 1055 West Hastings Street,
Vancouver, BC, V6E 2E9, at 9:00 a.m. (Vancouver time) (the "CLOSING TIME") on
March 27, 2001 or such other place or date or time as the Company and the Lead
Agent may mutually agree (the "Closing Date"), provided that delivery of the
signed Special Warrants and Special Compensation Options shall be made to the
Lead Agent's counsel, Fraser Milner Casgrain LLP, Suite 4100, 1 First Canadian
Place, Toronto, Ontario M5X 1B2, at or prior to that time. If by the Closing
Time, the terms and conditions contained in this Subscription Agreement and the
Agency Agreement have been complied with to the satisfaction of the Agents or
waived by them, the Agents will deliver to the Company all completed
Subscription Agreements, and will deliver to or to the direction of the Company,
the subscription funds against delivery by the Company of the Special Warrants
and such other documentation as may be required. If by the Closing Time, the
terms and conditions contained in this Subscription Agreement and the Agency
Agreement have not been complied with to the satisfaction of the Agents or
waived by them, any cheques or bank drafts delivered by the Subscriber to the
Agents representing the purchase price for Special Warrants will be promptly
returned to the Subscriber without interest.

5.       FACSIMILED SUBSCRIPTIONS

The Company and the Agents will be entitled to rely on delivery by facsimile of
an executed copy of this Subscription Agreement, and acceptance by the Company
of such facsimile copy will be legally effective to create a valid and binding
agreement between you and the Company in accordance with the terms hereof.

6.       CONDITIONS OF CLOSING

The sale of the Special Warrants to the Subscriber is subject to the following
conditions:

         (a)      Payment of the "Aggregate Subscription Price", as defined on
                  the face page hereof, shall be paid by you as soon as possible
                  and in any event no later than 12:00 noon (Toronto time) on
                  March 27, 2001. Payment must be made by certified cheque or
                  bank draft in Canadian dollars payable to "Loewen, Ondaatje,
                  McCutcheon Limited", "Acumen Capital Finance Partners
                  Limited", "Paradigm Capital Inc." or payable in such other
                  manner as may be specified by the Agents.

         (b)      One completed and signed copy of this Subscription Agreement
                  and one completed and signed Private Placement Questionnaire
                  and Undertaking for The Toronto Stock Exchange must be
                  delivered to Claudia Martins at Loewen, Ondaatje, McCutcheon
                  Limited, Hazelton Lanes, East Tower, 55 Avenue Road, Suite
                  2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416)
                  964-4333, as soon as possible, and in any event, no later than
                  4:00 p.m. (Toronto time) on March 26, 2001.

         (c)      If the Subscriber is an individual to whom paragraph 9(A)(3)
                  applies, the Subscriber must also complete, sign and deliver
                  the Form 20A(IP) in the form annexed to this Subscription
                  Agreement as SCHEDULE "B", as required by the British Columbia
                  Securities Commission to Claudia Martins at Loewen, Ondaatje,
                  McCutcheon Limited, Hazelton Lanes, East Tower, 55 Avenue
                  Road, Suite 2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax
                  (416) 964-4333, as soon as possible, and in any event, no
                  later than 4:00 p.m. (Toronto time) on March 26, 2001. The
                  Form 20A(IP) is required to be delivered by the Agents to the
                  Company at Closing.

         (d)      All necessary regulatory approvals must be obtained prior to
                  the Closing Date and all terms and conditions of this
                  Subscription Agreement, the Agency Agreement and Special
                  Warrant Indenture must be satisfied or waived on or prior to
                  the Closing Date.


                                        5
<PAGE>


7.       AUTHORIZATION OF LEAD AGENT

The Subscriber irrevocably authorizes the Lead Agent, in its discretion, to act
as its representative at the Closing, and hereby appoints the Lead Agent, with
full power of substitution, as its true and lawful attorney with full power and
authority in its place and stead:

         (a)      to receive certificates for the Special Warrants, to execute
                  in its name and on its behalf all closing receipts and
                  required documents, to complete and correct any documents
                  relating to the transactions contemplated by this Subscription
                  Agreement that have been signed by the Subscriber and require
                  completion or correction;

         (b)      to extend such time periods and to waive, in whole or in part,
                  any representations, warranties, covenants or conditions for
                  the benefit of the Subscriber contained in this Subscription
                  Agreement, the Agency Agreement or any ancillary or related
                  document;

         (c)      to terminate this Subscription Agreement if any condition
                  precedent to the Offering is not satisfied, in such manner and
                  on such terms and conditions as the Lead Agent may determine,
                  acting reasonably; and

         (d)      without limiting the generality of the foregoing, to
                  negotiate, settle, execute, deliver and amend the Agency
                  Agreement, Special Warrant Indenture and Warrant Indenture.

8.       PROSPECTUS EXEMPTION

The Subscriber acknowledges and agrees that the sale and delivery of the
purchased Special Warrants to the Subscriber is conditional upon such sale being
exempt from the prospectus and registration requirements of all Applicable
Securities Laws (as defined below) or upon the issuance of such orders, consents
or approvals of securities regulatory authorities as may be required to permit
such sale without the requirement for registration or filing a prospectus. The
Subscriber agrees to execute and deliver all documentation required by
Applicable Securities Laws to permit the purchase of the Special Warrants under
the terms of this Subscription Agreement.

You, on your own behalf (or on behalf of others for whom you are contracting)
acknowledge and agree that:

         (a)      you have received a term sheet in the form attached as
                  SCHEDULE "A" setting out the principal terms of this
                  Subscription Agreement and the Offering;

         (b)      the sale and delivery of the Special Warrants to the
                  Subscriber or, if applicable, to any others on whose behalf it
                  is contracting hereunder, is conditional upon such sale being
                  exempt from the prospectus filing and registration
                  requirements of all applicable securities legislation,
                  including statutes, regulations, national instruments,
                  published rules, policies, blanket orders, rulings and stock
                  exchanges (collectively, "APPLICABLE SECURITIES LAWS")
                  relating to the sale of the Special Warrants;

         (c)      the Special Warrants, Unit Shares, Warrants and Warrant Shares
                  will be subject to resale restrictions under Applicable
                  Securities Laws and are otherwise subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Subscriber, on its own behalf and, if applicable, on behalf of
                  others for whom it is contracting hereunder, agrees to comply
                  with all Applicable Securities Laws concerning any resale of
                  such Securities;

         (d)      you have not requested or been provided with, nor do you have
                  any need to receive a prospectus or an offering memorandum as
                  defined in the Applicable Securities Laws or any similar
                  document in connection with your purchase of the Special
                  Warrants;

         (e)      your decision to execute this Subscription Agreement and
                  purchase Special Warrants (on your own behalf or on behalf of
                  others for whom you are contracting hereunder) has not been
                  based upon any verbal or written representations as to fact or
                  otherwise made by or on behalf of the Agents or the Company
                  and that your decision (or the decision of others for whom you
                  are contracting hereunder) is based entirely upon publicly
                  available information concerning the Company (any such
                  information having been obtained by you without independent
                  investigation or verification by the Agents);



                                       6
<PAGE>

         (f)      the Agents and their directors, officers, employees, agents
                  and representatives assume no responsibility or liability of
                  any nature whatsoever for the accuracy or adequacy of any such
                  publicly available information or as to whether all
                  information concerning the Company required to be disclosed by
                  them has been disclosed;

         (g)      the sale of the Special Warrants was not accompanied by any
                  advertisement in printed media of general and regular paid
                  circulation, radio, television or telecommunications,
                  including electronic display;

         (h)      you (or others for whom you are contracting hereunder) have
                  been advised to consult your own legal advisors with respect
                  to trading in the Securities and with respect to resale
                  restrictions imposed by the Applicable Securities Laws in the
                  jurisdiction in which you reside, that no representation has
                  been made respecting the applicable hold periods or other
                  resale restrictions applicable to such Securities, that you
                  (or others for whom you are contracting hereunder) are solely
                  responsible (and neither the Company nor the Agents are in any
                  way responsible) for compliance with applicable resale
                  restrictions and you are aware that you (or the beneficial
                  purchaser for whom you are contracting hereunder) may not be
                  able to resell such Securities except in accordance with
                  limited exemptions under Applicable Securities Laws;

         (i)      the Special Warrants will otherwise be subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Special Warrant Indenture, and the Warrants will otherwise be
                  subject to the terms, conditions and provisions of the Agency
                  Agreement and the Warrant Indenture;

         (j)      for non-"U.S. PERSONS" (as defined in Regulation S under the
                  1933 ACT ("REGULATION S")) the offer and sale of Special
                  Warrants has been made, and the issuance of the Unit Shares
                  and Warrants (and Warrant Shares issued prior to the
                  effectiveness of a registration statement to be filed with
                  regard to such issuance) will be made, in reliance upon
                  Regulation S. Therefore, the Special Warrants, Unit Shares,
                  and Warrants, as well any such Warrant Shares, will be
                  "restricted securities" and as such may be resold or otherwise
                  transferred only in accordance with Regulation S or pursuant
                  to a registration under the 1933 ACT or an exemption from the
                  registration requirements of the 1933 ACT. Regulation S
                  requires that, for a period of one (1) year following the
                  Closing of the Offering, no offer or sale of a Special
                  Warrant, Unit Share, Warrant, or Warrant Share issued in
                  reliance on Regulation S may be made to a U.S. Person (which
                  has the meaning ascribed to that term in Regulation S) or for
                  the account of a U.S. Person. Regulation S also requires that
                  each Special Warrant, Unit Share, and Warrant (and each
                  Warrant Share issued prior to the effectiveness of a
                  Registration Statement to be filed with regard to the resale
                  of the Special Warrants, Unit Shares and Warrants and the
                  issuance of the Warrant Shares) bear a legend stating that the
                  Special Warrant, Unit Share or Warrant, or any such Warrant
                  Share, as the case may be, has not been registered under the
                  1933 ACT. Regulation S also requires that each Special Warrant
                  or Warrant bear a legend stating that the Special Warrant or
                  Warrant, and the securities to be issued upon its exercise,
                  have not been registered under the 1933 ACT and that the
                  Special Warrant or Warrant may not be exercised by or on
                  behalf of any U.S. Person unless registered under the 1933 ACT
                  or an exemption from such registration is available.

                  Each person exercising a Special Warrant or Warrant must
                  provide the Company with either (i) written certification that
                  it is not a U.S. Person and that the Warrant is not being
                  exercised on behalf of a U.S. Person, or (ii) a written
                  opinion of counsel satisfactory to the Company that the
                  issuance of securities upon exercise of the Special Warrant or
                  Warrant has been registered under the 1933 ACT and any
                  applicable State securities law or is exempt from
                  registration.

                  Regulation S also provides for the resale of securities which
                  are issued and outstanding. As noted above, the Special
                  Warrants, Unit Shares, Warrants, and Warrant Shares may be
                  resold only in compliance with Regulation S or pursuant to an
                  effective registration statement under the 1933 ACT or an
                  exemption from the registration requirements of the 1933 ACT.
                  Rule 904 of Regulation S provides that a resale of an
                  outstanding security may be made pursuant thereto if the offer
                  and sale of the security are made in an offshore transaction
                  and if no directed selling effort is made in the United States
                  with regard to the securities to be sold by the seller, an
                  affiliate of the seller, or any person acting on their behalf.
                  An offer or sale of securities is made in an "offshore
                  transaction" if the offer is not made to a person in the
                  United States and either (i) at the time the buy order is
                  originated, the buyer is outside the United States, or the
                  seller and any person acting on its behalf have good reason to
                  believe that the buyer is outside the United States and (ii)
                  the transaction is executed in, on or through the facilities
                  of a designated offshore securities



                                        7
<PAGE>

                  market and neither the seller nor any person acting on its
                  behalf knows that the transaction has been prearranged with a
                  buyer in the United States. Offers and sales of securities
                  specifically targeted at identifiable groups of United States
                  citizens abroad shall, in no event, be deemed to be made in an
                  offshore transaction. Rule 904 imposes additional limitations
                  on resales by dealers and persons receiving selling
                  concessions and affiliates of the issuer.

                  You are aware that Rule 144 under the 1933 ACT permits limited
                  public resales of securities acquired in non-public offerings,
                  subject to the satisfaction of certain conditions. You
                  understand that under Rule 144 the conditions include, among
                  other things: the availability of certain current public
                  information about the issuer, the resale occurring not fewer
                  than one (1) year or two (2) years, as applicable, after the
                  party has purchased and paid for the securities to be sold,
                  the sale being through a broker in an unsolicited "broker's
                  transaction" and the amount of securities being sold during
                  any three-month period not exceeding specified volume
                  limitations. You acknowledge and understand that the Company
                  may not be satisfying the current public information
                  requirement of Rule 144 at the time you wish to sell any of
                  the Securities, or other conditions under Rule 144 which are
                  required of the Company.

                  Each certificate evidencing a Special Warrant, Unit Share or
                  Warrant (and each Warrant Share issued prior to Registration
                  Statement effectiveness) will bear the following legend until
                  the applicable securities as represented by the certificate
                  are sold pursuant to either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144 under the 1933 ACT, or (iii) Regulation S:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
                           SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER
                           OR PURSUANT TO THE SECURITIES LAWS OF ANY PROVINCE IN
                           CANADA. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                           TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION
                           STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
                           EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR
                           RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR
                           (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE
                           SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
                           SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE,
                           AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
                           STATE OR PROVINCIAL SECURITIES LAWS.

                  If such securities are being sold under Rule 904 of Regulation
                  S under the 1933 ACT and applicable state securities laws
                  ("U.S. SECURITIES ACTS"), any legend may be removed by
                  providing a declaration to the Company, to the effect set out
                  in the attached SCHEDULE "D" (or in such other form as the
                  Company may prescribe from time to time); and provided,
                  further, that, if any such securities are being sold under
                  Rule 144 under the U.S. Securities Acts, the legend may be
                  removed by delivery to the registrar and transfer agent and
                  the Company of an opinion of counsel, of recognized standing
                  reasonably satisfactory to the Company, that such legends are
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or state securities laws.

                  You understand and acknowledge that the Company may instruct
                  its transfer agent not to record a transfer without first
                  being notified by the Company that it is satisfied that such
                  transfer is exempt from or not subject to registration under
                  the U.S. Securities Acts;

         (k)      you agree that the Company and/or the Agents may be required
                  by law or otherwise to disclose to regulatory authorities your
                  identity and the identity of each beneficial purchaser of
                  Special Warrants for whom you may be acting, including without
                  limitation, being listed as a "Selling Shareholder" in the
                  Registration Statement and disclosing the number of Securities
                  beneficially owned, and you further agree to fully cooperate
                  with the Company and/or the Agents in this regard and to
                  provide the identity of each



                                       8
<PAGE>

                  beneficial purchaser of Special Warrants for whom you may be
                  acting, if required, to the Company and/or the Agents; and

         (l)      notwithstanding the foregoing, none of the Special Warrants or
                  Warrants may be offered, sold, transferred, pledged,
                  hypothecated or otherwise assigned, until the Registration
                  Statement becomes effective, without the prior written consent
                  of the Company and each certificate evidencing a Special
                  Warrant or Warrant will bear the following legend until either
                  (A) the Registration Statement becomes effective or (B) the
                  Special Warrant is sold pursuant to a transaction that is one
                  (1) year or greater subsequent to the Closing of the Offering,
                  in accordance with either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144A under the 1933 ACT, or (iii) in reliance
                  upon Regulation S and in compliance with Applicable Securities
                  Laws:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE
                           SUBSCRIPTION AGREEMENT BETWEEN VOICE MOBILITY
                           INTERNATIONAL, INC. (THE "COMPANY") AND THE
                           PURCHASER, AND THE SPECIAL WARRANT INDENTURE AMONG
                           THE COMPANY AND THE TRUSTEE AND SPECIFICALLY MAY NOT
                           BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
                           OR OTHERWISE ASSIGNED, PRIOR TO EFFECTIVENESS OF A
                           REGISTRATION STATEMENT UNDER THE 1933 ACT, EXCEPT
                           WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

9.       SUBSCRIBERS' REPRESENTATIONS, WARRANTIES AND COVENANTS

By your acceptance of this Subscription Agreement, you hereby represent, warrant
and covenant to each of the Agents and the Company (which representations,
warranties and covenants shall survive Closing) that:

         A.       You are purchasing the Special Warrants as principal for your
                  own account, and not for the benefit of any other person or
                  company and not with a view to the resale or distribution of
                  all or any of the Special Warrants, and this Subscription
                  Agreement has been authorized, executed and delivered by you,
                  and constitutes your legal, valid and binding agreement, and
                  you are:

                  (1)      one of the following:

                           (i)      if subject to applicable securities
                                    legislation of the Province of Alberta:

                                    (a)      a bank, loan corporation, trust
                                             corporation, treasury branch or
                                             credit union or a subsidiary of
                                             such an entity where such entity
                                             owns beneficially all of the voting
                                             securities of that subsidiary; or

                                    (b)      an insurance company licensed under
                                             the INSURANCE ACT (Alberta) or a
                                             subsidiary of such insurance
                                             company where such insurance
                                             company owns beneficially all of
                                             the voting securities of the
                                             subsidiary;

                           (ii)     if subject to applicable securities
                                    legislation of the Province of Ontario:

                                    (a)      a loan corporation or trust
                                             corporation registered under the
                                             LOAN AND TRUST CORPORATIONS ACT
                                             (Ontario); or

                                    (b)      an insurance company licensed under
                                             the INSURANCE ACT (Ontario); or

                                    (c)      a bank listed in Schedule I or II
                                             to the BANK ACT (Canada);

                           (iii)    if subject to applicable securities
                                    legislation of the Province of British
                                    Columbia:

                                    (a)      a bank to which the BANK ACT
                                             (Canada) applies or a credit union
                                             authorized to carry on business
                                             under the FINANCIAL INSTITUTIONS
                                             ACT (British Columbia);


                                        9
<PAGE>


                                    (b)      a trust company, or
                                             extra-provincial trust corporation
                                             authorized to carry on deposit
                                             business under the FINANCIAL
                                             INSTITUTIONS ACT (British
                                             Columbia);

                                    (c)      a corporation that is a subsidiary
                                             of a bank and is a loan company to
                                             which the TRUST AND LOAN COMPANIES
                                             ACT (Canada) applies;

                                    (d)      an insurance company or an
                                             extra-provincial insurance
                                             corporation authorized to carry on
                                             insurance business under the
                                             FINANCIAL INSTITUTIONS ACT (British
                                             Columbia); or

                                    (e)      a subsidiary of any of the above if
                                             that person owns beneficially all
                                             of the voting securities of the
                                             subsidiary except the voting
                                             securities required by law to be
                                             owned by directors of that
                                             subsidiary; or

                  (2)      recognized or designated as an exempt purchaser under
                           applicable securities legislation of the provinces of
                           British Columbia, Alberta or Ontario, and, if subject
                           to the securities legislation of the Province of
                           Ontario or British Columbia, you are not an
                           individual; or

                  (3)      an individual or a corporation and are purchasing a
                           sufficient number of Special Warrants such that the
                           aggregate acquisition cost to you of such Special
                           Warrants is not less than $150,000 if subject to the
                           securities legislation of the province of Ontario or
                           $97,000 if subject to the securities legislation of
                           the provinces of Alberta or British Columbia.

         B.       In the case of the purchase by you of Special Warrants as
                  agent for a disclosed principal, each beneficial purchaser of
                  the Special Warrants for whom you are acting is purchasing as
                  principal for its own account and not for the benefit of any
                  other person; you are an agent with due and proper authority
                  to execute this Subscription Agreement and all other
                  documentation in connection with the purchase of the Special
                  Warrants on behalf of the beneficial purchaser; this
                  Subscription Agreement has been duly authorized, executed and
                  delivered by or on behalf of, and constitutes the legal, valid
                  and binding agreement of, the disclosed principal and the
                  beneficial purchaser:

                  (1)      is recognized or designated as an exempt purchaser
                           under applicable Canadian provincial securities
                           legislation and, if subject to the securities
                           legislation of the Province of Ontario or British
                           Columbia, is not an individual; or

                  (2)      is purchasing a sufficient number of Special Warrants
                           such that the aggregate acquisition cost to each
                           beneficial purchaser of such Special Warrants is not
                           less than $150,000 if subject to the securities
                           legislation of the province of Ontario or $97,000 if
                           subject to the securities legislation of the
                           provinces of Alberta or British Columbia.

         C.       In the case of the purchase by you of Special Warrants as
                  trustee or as agent for a principal where you cannot make the
                  representation set forth in subparagraph 9(B) of this
                  Subscription Agreement (an undisclosed principal), this
                  Subscription Agreement has been duly authorized, executed and
                  delivered by you, and constitutes your legal, valid and
                  binding agreement, acting in such capacity, and either:

                  (1)      (i) if subject to applicable securities legislation
                               of the Province of Alberta, you are:

                           (a)      a trust corporation, as defined in such
                                    securities legislation, trading as a trustee
                                    or an agent; or

                           (b)      a portfolio manager, as defined in such
                                    securities legislation, trading as an agent;
                                    or

                           (c)      a person or a company trading as an agent
                                    that, except for an exemption under Alberta
                                    securities laws, is required to be
                                    registered as a portfolio manager under
                                    Applicable Securities Laws,



                                       10
<PAGE>

                                    trading for accounts that are fully managed
                                    by you and you are purchasing a sufficient
                                    number of Special Warrants such that the
                                    aggregate acquisition cost to you of such
                                    Special Warrants is not less than $97,000;

                  (ii)     if resident in or otherwise subject to the securities
                           legislation of the Province of British Columbia, you
                           are purchasing Special Warrants having an aggregate
                           acquisition cost of not less than $97,000 and you are
                           acting as:

                           (a)      a trust company or an extra-provincial trust
                                    corporation authorized under the FINANCIAL
                                    INSTITUTIONS ACT (British Columbia) or the
                                    laws of a province of Canada other than
                                    British Columbia to carry on trust business,
                                    deposit business or both; or

                           (b)      an insurance company or an extra-provincial
                                    insurance corporation authorized to carry on
                                    insurance business under the FINANCIAL
                                    INSTITUTIONS ACT (British Columbia) or the
                                    laws of a province of Canada other than
                                    British Columbia; or

                           (c)      either (i) an advisor who manages the
                                    investment portfolio of clients through
                                    discretionary authority granted by one or
                                    more clients and who is registered as a
                                    portfolio manager under the SECURITIES ACT
                                    (British Columbia) or the laws of a province
                                    of Canada other than British Columbia or is
                                    exempt from such registration, or (ii) a
                                    person that carries on business as a
                                    portfolio manager in a jurisdiction other
                                    than Canada and the total asset value of the
                                    investment portfolios you manage on behalf
                                    of clients is not less than $20,000,000 and
                                    you complete and file the form attached as
                                    SCHEDULE "E" with the British Columbia
                                    Securities Commission on or before the 10th
                                    day after the Closing;

                           as trustee or agent for accounts fully managed by you
                           in respect of which accounts you make the investment
                           decisions for the account and have full discretion to
                           purchase or sell securities for the account without
                           requiring your client's express consent to the
                           transaction; and (iii) if subject to the applicable
                           securities legislation of the Province of Ontario,
                           you are:

                           (a)      a trust company registered under the LOAN
                                    AND TRUST CORPORATIONS ACT (Ontario) and are
                                    purchasing the Purchased Warrants as trustee
                                    or as agent for accounts that are fully
                                    managed by you; or

                           (b)      a portfolio adviser purchasing the Special
                                    Warrants on behalf of a managed account in
                                    accordance with Ontario Securities
                                    Commission Rule 45-504;

         D.       If you are an individual, or any beneficial purchaser for whom
                  you are acting is an individual, you have attained the age of
                  majority and are legally competent to execute this
                  Subscription Agreement and to take all actions required
                  pursuant to this Subscription Agreement and if you, or any
                  beneficial purchaser for whom you are acting, is a
                  corporation, partnership, unincorporated association or other
                  entity, you, or such beneficial purchaser, as the case may be,
                  have the legal capacity and competence to enter into and be
                  bound by this Subscription Agreement and you further certify
                  that all necessary approvals of directors, shareholders or
                  otherwise have been given and obtained.

         E.       If you are not a resident of or are not otherwise subject to
                  the securities legislation of Alberta and if you or a party on
                  whose behalf you are acting has been created or is being used
                  primarily to permit the purchase of the Special Warrants
                  without a prospectus, and you or any such party is a
                  partnership, syndicate, unincorporated organization, trust,
                  company, fund or association or any other organized group of
                  persons, the share or portion of each member or partner of the
                  partnership, syndicate or unincorporated organization, or each
                  beneficiary of the trust, or each shareholder or member of the
                  company, fund or association or the organized group of
                  persons, as the case may be, of the aggregate acquisition cost
                  of the Special Warrants is not less than $150,000 if subject
                  to the securities legislation of the province of Ontario or
                  $97,000 if subject to the securities legislation of the
                  province of British Columbia.


                                       11
<PAGE>


         F.       If you or any party on whose behalf you are acting is an
                  investment club resident in the province of Ontario, the share
                  or portion of each member of the investment club of the
                  aggregate acquisition cost of the Special Warrants to the
                  investment club is not less than $150,000.

         G.       Subject to paragraph 9(E) or 9(H) hereof, neither you nor any
                  party on whose behalf you are acting has been created or is
                  being used primarily to permit the purchase of the Special
                  Warrants without a prospectus.

         H.       If you are a resident of, or are otherwise subject to the
                  securities legislation of Alberta and you are a corporation,
                  syndicate, partnership or other form of unincorporated
                  organization, you pre-existed the offering of the Special
                  Warrants and have a bona fide purpose other than investment in
                  the Special Warrants or, if created to permit such investment,
                  the individual share of the aggregate acquisition cost for
                  each participant is not less than $97,000.

         I.       As the Securities are subject to resale restrictions under
                  Applicable Securities Laws in Canada, you, or in the case of a
                  purchase by you acting as agent for a disclosed or undisclosed
                  principal, each beneficial purchaser, shall comply with all
                  Applicable Securities Laws concerning any resale of the
                  Securities (and neither the Company nor the Agents are in any
                  way responsible for such compliance) and shall consult with
                  your own legal advisors with respect to such compliance, and
                  if you are a resident of, or are otherwise subject to the
                  securities legislation of Alberta, you acknowledge that you
                  must file a report on Form 21 with the Alberta Securities
                  Commission within 10 days of each disposition of all or any
                  part of the Special Warrants, Warrants, Unit Shares or Warrant
                  Shares.

         J.       You (or, if applicable, others for whom you are contracting
                  hereunder) will execute and deliver within the applicable time
                  periods all documentation as may be required by Applicable
                  Securities Laws in Canada to permit the purchase of the
                  Special Warrants on the terms set out in this Subscription
                  Agreement.

         K.       You are purchasing the Special Warrants for investment only
                  and not with a view to resale or distribution and you will not
                  resell or otherwise transfer or dispose of the Special
                  Warrants prior to the receipt for a final prospectus (as
                  defined above) except in accordance with the provisions of
                  Applicable Securities Laws.

         L.       If required by any Applicable Securities Laws, policy or order
                  of a securities regulatory authority, stock exchange or other
                  regulatory authority, you will promptly upon request by the
                  Company or any of the Agents execute, deliver, file and
                  otherwise assist the Company in filing such reports,
                  undertakings and other documents with respect to the issuance
                  of the Securities as may be required.

         M.       You will execute and deliver no later than 4:00 p.m. (Toronto
                  time) on March 26, 2001, all documentation as may be required
                  by all Applicable Securities Laws to permit the purchase of
                  the Special Warrants hereunder on the terms as set forth
                  herein, including without limitation if the Subscriber is an
                  individual to whom paragraph 9(A)3 applies, the Form 20A (IP)
                  in the form attached as SCHEDULE "B", as required by the
                  British Columbia Securities Commission.

         N.       You and each beneficial purchaser for whom you are acting: (i)
                  are resident in the province set out on the face page of this
                  Subscription Agreement, or (ii) are a citizen or resident of
                  Canada, or a corporation, partnership or other entity created
                  in or organized under the laws of Canada or any province or
                  territory thereof (collectively, a "CANADIAN PERSON"), or
                  (iii) are resident outside of Canada and the United States, or
                  (iv) are a corporation, partnership or other entity
                  incorporated and resident outside of Canada and the United
                  States.

         O.       If you, or any beneficial purchaser for whom you are
                  contracting hereunder, with the consent of the Company, sell
                  or otherwise dispose of the Special Warrants, you, or the
                  beneficial purchaser for whom you are contracting hereunder,
                  shall obtain from the subsequent purchaser thereof the same
                  representations, warranties and covenants as given by you
                  hereunder, and the subsequent purchaser shall provide such
                  representations or warranties and covenants for the benefit of
                  the Company.

         P.       If you, or each beneficial purchaser for whom you are acting
                  hereunder, are not a Canadian person, the purchase of the
                  Special Warrants by you, or such beneficial purchaser, does
                  not contravene any of the



                                       12
<PAGE>

                  Applicable Securities Laws in the jurisdiction in which you
                  and such beneficial purchaser are resident and does not
                  trigger (i) any obligation to prepare and file a prospectus or
                  similar document, or any other report with respect to such
                  purchase, and (ii) any registration or other obligation on the
                  part of the Agents.

         Q.       The delivery of this Subscription Agreement, the acceptance of
                  it by the Company, the issuance of the Special Warrants to the
                  Subscriber and the acquisition of the Unit Shares and Warrants
                  upon exercise of the Special Warrants comply with all
                  applicable laws of the Subscriber's jurisdiction of residence
                  or domicile and all other applicable laws and will not cause
                  the Company to become subject to or comply with any
                  disclosure, prospectus or reporting requirements under any
                  such applicable laws.

         R.       You hereby acknowledge that no prospectus has been filed by
                  the Company with a securities commission or other securities
                  regulatory authorities in any province of Canada or any other
                  jurisdiction in connection with the issuance of the Special
                  Warrants and such issuance is exempted from the prospectus
                  requirements available under the provisions of Applicable
                  Securities Laws and as a result:

                  (i)      you are restricted from using most of the civil
                           remedies available under the Applicable Securities
                           Laws in respect of your purchase of the Special
                           Warrants;

                  (ii)     you may not receive information that would otherwise
                           be required to be provided to you under the
                           Applicable Securities Laws or contained in a
                           prospectus prepared in accordance with the Applicable
                           Securities Laws; and

                  (iii)    the Company is relieved from certain obligations that
                           would otherwise apply under the Applicable Securities
                           Laws.

         S.       No person has made to you any written or oral representations:

                  (i)      that any person will resell or repurchase the Special
                           Warrants or the Unit Shares or Warrants;

                  (ii)     that any person will refund the purchase price of the
                           Special Warrants; or

                  (iii)    as to the future price of the Special Warrants or the
                           Unit Shares or Warrants.

         T.       The Securities will be subject to the following resale or
                  transfer restrictions:

                  (i)      the Securities will be subject to resale restrictions
                           under Applicable Securities Laws;

                  (ii)     you will not be able to resell, assign or otherwise
                           dispose of the Securities unless they are
                           subsequently distributed under a prospectus or in
                           compliance with all Applicable Securities Laws;

                  (iii)    the Company may be required to legend the
                           certificates representing the Securities regarding
                           these and any other restrictions on resale.

         U.       If, for any reason, the offering of Special Warrants is
                  terminated or your subscription is rejected, you will have
                  no claims against the Company, its directors and officers,
                  shareholders, agents, advisors, and affiliates and shall
                  have no interest in the Company or any property or assets
                  of the Company.

         V.       The Special Warrants are not being purchased by you as a
                  result of you being aware of any material information
                  concerning the Company that has not been publicly disclosed
                  and the Subscriber's decision to tender this offer and
                  purchase the Special Warrants has not been made as a result of
                  any verbal or written representation as to fact or otherwise
                  (including that any person will resell or repurchase, or
                  refund the purchase price of, the Special Warrants other than
                  in accordance with their terms or as to the future price or
                  value of the Special Warrants, Unit Shares, Warrants or
                  Warrant Shares) made by or on behalf of the Company, the
                  Agents or any other person and is based entirely upon
                  currently available public information concerning the Company.

                                       13
<PAGE>


         W.       In evaluating the merits and risks of an investment in the
                  Special Warrants, you have relied solely upon publicly
                  available information relating to the Company and the advice
                  of your legal, tax and investment advisors and not in any way
                  upon Catalyst Corporate Finance Lawyers or any oral or written
                  statement made by, or on behalf of, the Company or its
                  advisors.

         X.       YOU ARE RESPONSIBLE FOR OBTAINING YOUR OWN LEGAL, INVESTMENT
                  AND TAX ADVICE.

         Y.       You are capable of assessing the proposed investment as a
                  result of your financial or investment experience or as a
                  result of advice received from a registered person other than
                  the Company or an affiliate thereof, and are able to bear the
                  economic loss of your investment.

         Z.       The execution and delivery of this Subscription Agreement and
                  the performance and compliance with the terms hereof will not
                  result in any breach, or be in conflict with, or constitute a
                  default under, or create a state of facts which after notice
                  or lapse of time or both, will constitute a default under, any
                  term or provision of your constating documents, by-laws or
                  resolutions (if you are a corporation) or any indenture,
                  contract, agreement (whether written or oral), instrument or
                  other document to which you are a party or to which you are
                  subject, or any judgement, decree, order, statute, rule or
                  regulation applicable to you.

         AA.      You are not a U.S. Person, as defined in Regulation S of the
                  SEC; you will resell the Securities only in accordance with
                  the provisions of Regulation S, pursuant to a registration
                  under the 1933 ACT or pursuant to an available exemption from
                  registration; and you will not engage in hedging transactions
                  with regard to the Securities other than in compliance with
                  the 1933 ACT.

         BB.      You are responsible for obtaining legal advice as to and will
                  comply in all respects with the prospectus delivery
                  requirements under applicable securities laws in connection
                  with any sale by you of the Unit Shares, the Warrants and the
                  Warrant Shares.

         CC.      In connection with its obligations under Section 11(a) of this
                  Subscription Agreement, the Company may require you to furnish
                  to the Company such information regarding you and the
                  distribution of the securities covered by the Registration
                  Statement (the "REGISTRABLE SHARES") as the Company may from
                  time to time reasonably request in writing and such other
                  information as may be legally required in connection with such
                  registration. You agree, by your acquisition of Registrable
                  Shares and acceptance of the benefits provided to it
                  hereunder, to furnish promptly to the Company all information
                  required to be disclosed in order to make any previously
                  furnished information not materially misleading. You agree
                  that upon receipt of any notice from the Company of the
                  happening of any event of the kind described herein requiring
                  the cessation of the distribution of a prospectus or the
                  distribution of a supplemented or amended prospectus, you will
                  forthwith discontinue disposition of Registrable Shares
                  pursuant to the Registration Statement covering such
                  Registrable Shares until your receipt of the copies of the
                  supplemented or amended prospectus, or until it is advised in
                  writing by the Company that the use of the prospectus may be
                  resumed, and, if so directed by the Company, you will deliver
                  to the Company (at the Company's expense) all copies, other
                  than permanent file copies then in your possession, of the
                  prospectus covering such Registrable Shares current at the
                  time of receipt of such notice. Except as set forth below, the
                  Company agrees to indemnify and hold you harmless, and each of
                  your directors, officers, employees, agents, and each person,
                  if any, who controls the Subscriber within the meaning of the
                  1933 ACT, against any losses, claims, damages, or liabilities
                  to which such indemnified person may become subject under the
                  1933 ACT or otherwise, insofar as such losses, claims,
                  damages, or liabilities arise out of or are based upon any
                  untrue or alleged untrue statement of any material fact
                  contained in said Registration Statement, or any preliminary
                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading. You agree to indemnify and
                  hold harmless the Company, each of its directors, each of its
                  officers who have signed the Registration Statement,
                  employees, agents and each person, if any, who controls the
                  Company within the meaning of the 1933 ACT against any losses,
                  claims, damages or liabilities to which such indemnified
                  person may become subject, under the 1933 ACT or otherwise,
                  insofar as such losses, claims, damages or liabilities arise
                  out of or are based upon any untrue or alleged untrue
                  statement of any material fact contained in said Registration
                  Statement, or any preliminary

                                       14
<PAGE>

                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in each case, to
                  the extent, but only to the extent that such untrue
                  statement or alleged untrue statement or omission or
                  alleged omission was made in said registration statement,
                  said preliminary prospectus, said final prospectus or said
                  amendment or supplement in reliance upon and in conformity
                  with written information furnished by you specifically for
                  use in the preparation thereof, and provided further that
                  your liability pursuant to this paragraph 9(CC) shall be
                  limited to the amount of your investment in the Company as
                  reflected in the Registration Statement.

         DD.      You acknowledge that you have been advised that as a "selling
                  shareholder" under the Registration Statement, you might be
                  deemed to be an underwriter within the meaning of Section
                  2(11) of the 1933 ACT and any profit on the resale of the
                  securities might be deemed to be underwriting discounts and
                  commissions under the 1933 ACT.

         EE.      You acknowledge and agree that in addition to any other
                  applicable laws or regulations, as a "selling shareholder"
                  under the Registration Statement, you will comply with
                  regulations relating to distributions by selling shareholders,
                  including Regulation M under the SECURITIES EXCHANGE ACT OF
                  1934 (the "1934 ACT"). Regulation M prohibits selling
                  shareholders from offering to purchase and purchasing the
                  common stock of the Company at certain periods of time
                  surrounding their sales of Securities under the Registration
                  Statement. Regulation M attempts to prevent selling
                  shareholders who are engaged in a distribution from
                  manipulating the market. In addition, you acknowledge some
                  U.S. States may require that registration, exemption from
                  registration or notification requirements be met before
                  selling shareholders may sell their common stock. Some states
                  may also require selling shareholders to sell their common
                  stock only through broker-dealers.

 10.     COMPANY'S REPRESENTATIONS AND WARRANTIES

Except as disclosed in writing to the Agents prior to the Closing, the Company
represents and warrants to the Subscriber (which representations and warranties
shall survive for a period of two (2) years following the Closing) as follows:


         (a)      ORGANIZATION AND STANDING. The Company is a corporation duly
                  organized and validly existing under the laws of the State of
                  Nevada and is in good standing under such laws. The Company
                  has the requisite corporate power and authority to own and
                  operate its properties and assets and to carry on its business
                  as currently conducted and as proposed to be conducted.

         (b)      CORPORATE POWER. The Company will have at the Closing Date all
                  requisite legal and corporate power and authority to execute
                  and deliver this Subscription Agreement, to sell and issue the
                  Special Warrants, and to carry out and perform its obligations
                  under the terms of this Subscription Agreement.

         (c)      AUTHORIZATION. All corporate action on the part of the
                  Company, its directors, and its shareholders necessary for the
                  authorization, execution, delivery, and performance of this
                  Subscription Agreement, the Special Warrant Indenture and the
                  Warrant Indenture (collectively, the "TRANSACTION DOCUMENTS")
                  by the Company will be taken prior to the Closing. The
                  Transaction Documents, when executed and delivered by the
                  Company, will, to the best of the Company's knowledge,
                  constitute valid and binding obligations of the Company
                  enforceable in accordance with their respective terms. The
                  Unit Shares issuable on exercise of the Special Warrants have
                  been or will be prior to the Closing allotted and, when
                  issued, will be validly issued, fully paid and non-assessable.

         (d)      NO CONFLICT. The issuance and sale of the Special Warrants by
                  the Company does not and will not conflict with and does not
                  and will not result in a breach of any of the terms,
                  conditions or provisions of its constating documents or any
                  material agreement or material instrument to which the Company
                  is a party.

         (e)      NO ACTIONS, SUITS OR PROCEEDINGS. As at the Closing Date, the
                  Company is not a party to any actions, suits or proceedings
                  which could reasonably be expected to materially affect its
                  business or financial condition, and to the best of the
                  Company's knowledge no such actions, suits or proceedings are
                  contemplated or have been threatened.


                                       15
<PAGE>


         (f)      NO JUDGMENTS. As at the Closing Date, there are no judgments
                  against the Company which are unsatisfied, nor are there any
                  consent decrees or injunctions to which the Company is
                  subject.

         (g)      NO DEFAULT. As at the Closing Date, the Company is not in
                  default of any material requirements of the SECURITIES ACT
                  (British Columbia), the SECURITIES ACT (Alberta), the
                  SECURITIES ACT (Ontario), the 1933 ACT or the 1934 ACT.

         (h)      NO ORDER. No order ceasing or suspending trading in securities
                  of the Company nor prohibiting the sale of such securities has
                  been issued and remains outstanding against the Company or its
                  directors, officers or promoters and no investigations or
                  proceedings for such purposes are pending or threatened.

11.      COMPANY'S COVENANTS

The Company hereby covenants and agrees and, in the Agency Agreement and/or the
Special Warrant Indenture, the Company will covenant and agree as follows:

         (a)      to use its commercially reasonable best efforts (i) to cause a
                  Registration Statement to be filed and prosecuted to
                  effectiveness, (ii) to cause the preliminary prospectus of the
                  Company relating to the distribution of the Unit Shares and
                  Warrants (the "PRELIMINARY PROSPECTUS") to be filed and (iii)
                  to obtain receipts for the final Prospectus, as expeditiously
                  as reasonably practicable after the Closing Date, in each case
                  in form and substance satisfactory to the Company and the
                  Agents, acting reasonably;

         (b)      to use its reasonable best efforts to promptly comply with all
                  filing and other requirements under all Applicable Securities
                  Laws, including, where required by the Agency Agreement or any
                  Applicable Securities Laws, the filing of amendments to the
                  Preliminary Prospectus and Prospectus in each of the Canadian
                  Jurisdictions; and

         (c)      to use its commercially reasonable best efforts to maintain
                  its status as a reporting issuer (or analogous entity) under
                  the Applicable Securities Laws of such provinces in which it
                  becomes a reporting issuer (or analogous entity) as a result
                  of filing the Prospectus as required under the Agency
                  Agreement and to continue to be in compliance with its
                  obligations thereunder, without default, for a period of at
                  least one year from the date of the filing of the Prospectus
                  in each Canadian Jurisdiction.

In addition, the covenants of and terms applicable to the Company set out in the
Agency Agreement are hereby incorporated into this section as additional
covenants of the Company.

12.      RESALE RESTRICTIONS

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, understands and acknowledges that the Special
Warrants, Unit Shares, Warrants and Warrant Shares will be subject to certain
resale restrictions under the Applicable Securities Laws (including United
States federal and state securities laws) and the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder,
agrees to comply with such restrictions. The Subscriber understands and
acknowledges that the resale of the Unit Shares and the Warrants and the
issuance of the Warrant Shares has not yet been registered with the SEC and
accordingly is restricted in the U.S. The Subscriber further understands and
acknowledges that the Company is not currently a "reporting issuer" in any
Canadian jurisdiction and that holders of securities of the Company may not be
able to sell such securities for an indefinite period of time without the
Prospectus being filed and a receipt obtained therefor. Subscribers are advised
to consult their own legal advisors in this regard. The Subscriber, on its own
behalf and, if applicable, on behalf of others for whom it is contracting
hereunder, also acknowledges that it has been advised to consult its own legal
advisors with respect to applicable resale restrictions and that it is solely
responsible for complying with such restrictions (and neither the Company nor
the Agents are in any manner responsible for ensuring compliance by the
Subscriber with such restrictions).

13.      RELIANCE UPON REPRESENTATIONS AND WARRANTIES

The Subscriber acknowledges that the representations and warranties contained in
this Subscription Agreement are made by it with the intent that they may be
relied upon by the Company in determining the Subscriber's eligibility to
purchase the Special Warrants, and the Subscriber hereby agrees to indemnify the
Company and its directors, officers, employees and agents against all losses,
claims, costs, expenses and damages or liabilities that they may suffer or incur
caused or arising from their reliance thereon. The foregoing representations and
warranties survive the purchase by the Subscriber of the Special Warrants and
continue in full force and effect as set forth in section 14.


                                       16
<PAGE>


14.      SURVIVAL

This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, survives and continues in full force
and effect and is binding upon the Subscriber for a period of three years,
notwithstanding the completion of the purchase of the Special Warrants by the
Subscriber, the completion of the issue of the Special Warrants by the Company
and any subsequent disposition by the Subscriber of the Securities.

15.      CONTRACTUAL RIGHTS OF ACTION

By its acceptance of this Subscription Agreement, the Company grants to each
Subscriber the contractual right of action for rescission in the form set out in
SCHEDULE "C" and the Subscriber agrees to assign and explicitly extend the
benefit of such right (but without liability to a purchaser) to any permitted
assignee or transferor of the Special Warrants. The above rights are in addition
to any other rights or remedies available to the Special Warrant holder under
section 130 of the SECURITIES ACT (Ontario), equivalent provisions of the
securities legislation of any other province of Canada in which purchasers of
Special Warrants are resident and otherwise at law, and are subject to the
defences described under such legislation. The Subscriber expressly waives and
releases the Company, to the fullest extent permitted by law, from all rights of
withdrawal to which the Subscriber might otherwise be entitled pursuant to
subsection 71(2) of the SECURITIES ACT (Ontario) and equivalent provisions of
the securities legislation of any other province of Canada.

16.      COMMISSION TO THE AGENTS

You understand that upon completion of the sale by the Company of the Special
Warrants, the Lead Agent, on behalf of the Agents, will receive from the Company
on the Closing Date a cash commission (the "COMMISSION") equal to 7% of the
gross proceeds from the Offering.

In addition, subject to regulatory approval, the Company will grant to the
Agents a special compensation option (the "SPECIAL COMPENSATION OPTION")
exercisable for a compensation option (the "COMPENSATION OPTION") which, upon
exercise will entitle the Agent to purchase the number of Units equal to 10% of
the total number of Special Warrants sold at a price per Unit that is equal to
the Issue Price of each Special Warrant, for a period of two years from the
Closing Date.

17.      COSTS

You acknowledge and agree that, except as specified in the Agency Agreement, all
costs and expenses incurred by you (including any fees and disbursements of any
special counsel retained by you) relating to the purchase of the Special
Warrants by you shall be borne by you.

18.      ASSIGNMENT

None of the parties to this Subscription Agreement may assign any rights or
benefits under this Subscription Agreement, including the benefit of any
representation, warranty or covenant, without the prior written consent of the
other parties.

19.      ENUREMENT

This Subscription Agreement enures to the benefit of and is binding upon the
parties and their respective heirs, executors, administrators and other legal
representatives, successors (including any successor by reason of amalgamation
or statutory arrangement of any party) and permitted assigns.

20.      ENTIRE AGREEMENT

This Subscription Agreement constitutes the entire agreement of the parties
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to in this Subscription Agreement.

21.      LANGUAGE

The undersigned hereby acknowledges that it has consented and requested that all
documents evidencing or relating in any way to the sale of the Special Warrants
be drawn up in the English language only. Nous, soussignes, reconnaissons par
les presentes avoir consenti et demande que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente de ces actions soient rediges en
anglais seulement.


                                       17
<PAGE>


22.      TIME OF ESSENCE

Time is of the essence of this Subscription Agreement.

23.      COUNTERPARTS, ETC.

This Subscription Agreement may be executed in several counterparts, each of
which when so executed is deemed to be an original and such counterparts
together constitute one and the same instrument. Counterparts may be executed
either in original or faxed form and the parties adopt any signatures received
by a receiving fax machine as original signatures of the parties.

24.      EFFECT OF HEADINGS

The section and paragraph headings herein are for convenience only and do not
affect the construction hereof.

25.      SEVERABILITY

The invalidity or enforceability of any provisions hereof in no way affect the
validity or enforceability of any other provision.

26.      GOVERNING LAW

This Subscription Agreement is governed by the laws of the Province of British
Columbia and the laws of Canada applicable therein. The Subscriber irrevocably
attorns to the non-exclusive jurisdiction of the court of the Province of
British Columbia.

27.      CURRENCY

All references in this Agreement to currency amounts are indicated in terms of
Canadian dollars.


                                       18


<PAGE>

                                  SCHEDULE "A"
                       VOICE MOBILITY INTERNATIONAL, INC.

                                   TERM SHEET


<TABLE>
<S>                          <C>
THE ISSUER:                   Voice Mobility International, Inc. (the "Company").

OFFERING:                     Special Warrants at a price of Cdn.$2.00 per Special Warrant (the "Issue Price") for aggregate gross
                              proceeds of up to Cdn. $15,000,000.

TERMS OF SPECIAL WARRANTS:    Each Special Warrant is exercisable, without payment of additional consideration, into one Unit of
                              the Company (a "Unit"). Each Unit consists of one Common Share (a "Unit Share") and one-half Warrant
                              of the Company. Each whole Warrant (a "Warrant") entitles the holder to acquire one Common Share
                              (a "Warrant Share") at a price of Cdn.$2.25 at any time on or before a date which is two years
                              from the Closing Date. The Units, Unit Shares, Warrants and Warrant Shares are collectively referred
                              to as the "Underlying Securities").

MINIMUM SUBSCRIPTION          75,000 Special Warrants (Cdn.$150,000) in the Province of Ontario and such other minimum number of
                              Special Warrants as is prescribed by securities legislation in other Qualifying Jurisdictions.

CLOSING DATE:                 March 27, 2001, or such other date as is agreed upon by the Lead Agent and the Company
                              (the "Closing Date").

QUALIFYING JURISDICTIONS:     Ontario, British Columbia, Alberta, the United States of America (and such other jurisdictions as are
                              agreed upon by the Company and the Lead Agent).

SPECIAL WARRANTS:             The Special Warrants will be issued pursuant to a special warrant indenture containing standard
                              anti-dilution protections (including in the case of dividends paid in the ordinary course), which
                              protections will be operative from the Closing Date. The Special Warrants are exercisable by the
                              holders thereof at any time after their issuance and, if not previously exercised or repurchased,
                              will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day
                              (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with
                              regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the Warrant
                              Shares is declared effective by the United States Securities and Exchange Commission under the
                              UNITED STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the last
                              of the securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying
                              Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at the Closing
                              Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants for
                              distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the listing of the
                              Company's common shares on The Toronto Stock Exchange becomes effective, being the time its common
                              shares are posted for trading.

ESCROW:                       The net proceeds (gross proceeds less Agents' fees and expenses) from the sale of the Special Warrants
                              will be deposited in escrow with a trust company mutually agreeable to the Company and the Lead Agent,
                              to be released to the Company on the exercise or deemed exercise of the Special Warrants, provided
                              that certain subscribers ("Non-Escrowed Subscribers") may agree to permit the release of their
                              subscription proceeds to the Company on the Closing Date. The subscription proceeds from the balance
                              of the Subscribers ("Escrowed Subscribers") shall be held in escrow as provided above. Notwithstanding
                              the above, net proceeds that are required to be deposited in escrow for the purpose of obtaining
                              approval to list the Company's common shares on The Toronto Stock Exchange shall not be released to
                              the Company on the Closing Date, but shall be deposited in escrow as provided above.

</TABLE>

                                       A-1
<PAGE>

<TABLE>

<S>                         <C>
EXCHANGE, PENALTY AND
REPURCHASE PROVISIONS:        The Company will use its best efforts to file a prospectus qualifying the Unit Shares and Warrants to
                              be issued in exchange for the Special Warrants in Ontario (and such other provinces as may be agreed
                              to by the Company and the Lead Agent) as soon as practicable after the Closing Date. If the
                              Qualification Deadline has not occurred on or prior to the date that is 120 days following the
                              Closing Date or such later date as may be determined at the sole discretion of the Lead Agent, each
                              Special Warrant will be exercisable for 1.1 Units. The Company will continue to use all reasonable
                              commercial efforts to obtain a receipt for the prospectus after 120 days after the Closing Date.

                              In the event a TSE listing of the Company's Common Shares has not been achieved prior to the date
                              six (6) months following the Closing Date, the Escrowed Subscribers shall be entitled, at their option
                              (the "Repurchase Option"), until the Time of Expiry, to require the Company to repurchase their
                              Special Warrants from legally available funds at the Issue Price plus accrued interest.

LEAD AGENT:                   Loewen, Ondaatje, McCutcheon Limited

CO-AGENTS:                    Acumen Capital Finance Partners Limited
                              Paradigm Capital Inc.

AGENTS' COMMISSION:           The Agents will be paid at the closing of the sale of Special Warrants a commission of 7% of the gross
                              proceeds of this Offering, which commission and the expenses of the Agents (including the fees of the
                              Agents' legal counsel) will be fully paid in cash on the Closing Date out of the proceeds of the
                              Offering. In addition, the Agents shall receive a Special Compensation Option, exercisable for a
                              Compensation Option which, in the aggregate, upon exercise will entitle the Agents to purchase for a
                              period of two years from the Closing Date the number of Units that is equal to 10% of the number of
                              Special Warrants sold, at a price per Unit that is equal to the issue price of each Special Warrant.
                              The terms of the commission, the Special Compensation Option and the Compensation Option shall be
                              subject to regulatory approval.

SUBSCRIPTION:                 Persons wishing to subscribe for Special Warrants must complete and sign a Subscription Form and
                              deliver a cheque to the Lead Agent not later than one business day prior to the Closing Date.

USE OF PROCEEDS:              The proceeds from the sale of the Special Warrants will be expended by the Company to finance its
                              growth strategy. Specifically, the proceeds will be allocated to sales and marketing, research and
                              development, working capital purposes and potential acquisitions.

RESALE RESTRICTIONS:          The Special Warrants will be issued pursuant to exemptions from prospectus requirements of applicable
                              securities legislation and will be subject to resale restrictions under that legislation.

                              If the Company is unable to obtain a receipt for a final prospectus in any Qualifying Jurisdiction and
                              an effective Registration Statement, the Underlying Securities will be subject to statutory hold
                              periods during which time these securities may not be resold in such Qualifying Jurisdictions.

                              In addition, if any Special Warrants are exercised prior to the issuance of receipts for a final
                              prospectus and/or an effective Registration Statement by the securities commissions in any of the
                              Qualifying Jurisdictions, the Underlying Securities will be subject to statutory restrictions on
                              resale.

                              The Company intends to file a prospectus to qualify the Underlying Securities only in the Qualifying
                              Jurisdictions. Accordingly, the Underlying Securities that are acquired outside

</TABLE>


                                       A-2
<PAGE>


<TABLE>

<S>                        <C>
                              of the Qualifying Jurisdictions may be subject to resale restrictions.

                              The Special Warrants are not transferable without the prior written consent of the Company. This
                              restriction shall not, however restrict the exercise of the Special Warrants for the Units. Absent an
                              effective Registration Statement, the Warrants are not transferable without the prior written
                              consent of the Company.

FOREIGN SALES:                The Special Warrants may be sold outside of Canada pursuant to applicable exemptions.
</TABLE>


                                      A-3

<PAGE>



                                  SCHEDULE "B"
                                  FORM 20A (IP)

                        SECURITIES ACT (BRITISH COLUMBIA)

ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER

1.       I have agreed to purchase from Voice Mobility International, Inc.
         (the "Issuer")

                                         Special Warrants (the "Securities") of
         ------------------------------- the Issuer.
          [number of Special Warrants]

2.       I am purchasing the Securities as principal and, on closing of the
         agreement of purchase and sale, I will be the beneficial owner of the
         Securities.

3.       I [circle one] have/have not received an offering memorandum describing
         the Issuer and the Securities.

4.       I acknowledge that:

         (a)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Securities, AND

         (b)      there is no government or other insurance covering the
                  Securities, AND

         (c)      I may lose all of my investment, AND

         (d)      there are restrictions on my ability to resell the Securities
                  and it is my responsibility to find out what those
                  restrictions are and to comply with them before selling the
                  Securities, AND

         (e)      I WILL NOT receive a prospectus that the BRITISH COLUMBIA
                  SECURITIES ACT (the "Act") would otherwise require be given to
                  me because the Issuer has advised me that it is relying on a
                  prospectus exemption, AND

         (f)      because I am not purchasing the Securities under a prospectus,
                  I will not have the civil remedies that would otherwise be
                  available to me, AND

         (g)      the Issuer has advised me that it is using an exemption from
                  the requirement to sell through a dealer registered under the
                  Act, except purchases referred to in paragraph 5(g), and as a
                  result I do not have the benefit of any protection that might
                  have been available to me by having a dealer act on my behalf.

5.    I also acknowledge that: [CIRCLE ONE]

         (a)      I am purchasing Securities that have an aggregate acquisition
                  cost of $97,000 or more, OR

         (b)      my net worth, or my net worth jointly with my spouse at the
                  date of the agreement of purchase and sale of the securities,
                  is not less than $400,000, OR

         (c)      my annual net income before tax is not less than $75,000, or
                  my annual net income before tax jointly with my spouse is not
                  less than $125,000, in each of the two most recent calendar
                  years, and I reasonably expect to have annual net income
                  before tax of not less than $75,000 or annual net income
                  before tax jointly with my spouse of not less than $125,000 in
                  the current calendar year, OR

         (d)      I am registered under the Act, OR

         (e)      I am a spouse, parent, brother, sister or child of a senior
                  officer or director of the Issuer, or of an affiliate of the
                  Issuer, OR

         (f)      I am a close personal friend of a senior officer or director
                  of the Issuer, or of an affiliate of the Issuer, OR



                                       B-1
<PAGE>

         (g)      I am purchasing securities under section 128(c) ($25,000 -
                  registrant required) of the Rules, and I have spoken to a
                  person [NAME OF REGISTERED PERSON:] -------------------------
                  (the "Registered Person") who has advised me that the
                  Registered Person is registered to trade or advise in the
                  Securities and that the purchase of the Securities is a
                  suitable investment for me.

6.       If I am an individual referred to in paragraph 5(b), 5(c), or 5(d), I
         acknowledge that, on the basis of information about the Securities
         furnished by the Issuer, I am able to evaluate the risks and merits of
         the Securities because: [CIRCLE ONE]

         (a)      of my financial, business or investment experience, OR (b) I
                  have received advice from a person [NAME OF ADVISER:]

                                           (the "Adviser") who has advised me
                  -------------------------
                  that the Adviser is:

                  (i)      registered to advise, or exempted from the
                           requirement to be registered to advise, in respect of
                           the Securities, and

                  (ii)     not an insider of, or in a special relationship with,
                           the Issuer.


The statements made in this report are true.

DATED                   , 2001.
      -----------------
                                                 -------------------------------
                                                      Signature of Purchaser

                                                 -------------------------------
                                                        Name of Purchaser

                                                 -------------------------------

                                                 -------------------------------
                                                       Address of Purchaser



                                      B-2

<PAGE>


                                  SCHEDULE "C"

                   CONTRACTUAL RIGHT OF ACTION FOR RESCISSION

(1)      In the event that a holder of Special Warrants, who acquires Unit
         Shares and Warrants of the Company upon the exercise of the Special
         Warrants, is or becomes entitled under Applicable Securities Laws to
         the remedy of rescission by reason of the Prospectus qualifying the
         distribution of the Unit Shares and Warrants on exercise of the Special
         Warrants, or any amendment thereto, containing a misrepresentation, the
         Subscriber is entitled to rescission not only of the Subscriber's
         exercise of its Special Warrants but also of the private placement
         transaction pursuant to which the Special Warrants were initially
         acquired, and is entitled in connection with such rescission to a full
         refund of all consideration paid to the Company on the acquisition of
         the Special Warrants. The provisions hereof are a direct contractual
         right extended by the Company alone (but specifically not by the
         directors or officers of the Company or by the Agent) to holders of
         Special Warrants, permitted assignees of such holders and to holders of
         Unit Shares and Warrants acquired by such holders on exercise of the
         Special Warrants, and are in addition to any other right or remedy
         available to a holder of Special Warrants under section 130 of the
         SECURITIES ACT (Ontario), equivalent provisions of the securities
         legislation of any other province of Canada in which Special Warrant
         purchasers are resident, or otherwise at law, and are subject to the
         provisions of section (2) below, and the defences, limitations and
         other provisions described under the Applicable Securities Laws or
         otherwise available.

(2)      No action may be commenced to enforce the foregoing rights of action
         for rescission more than 180 days after the Closing Date.

(3)      The Company agrees that the benefit of the covenant contained in
         section (1) above is deemed to pass with any permitted and lawful
         assignment or transfer of Special Warrants in accordance with the
         Special Warrant Indenture and the Subscriber agrees to extend
         explicitly the benefit of such covenant (but without liability to the
         Subscriber) to any permitted and lawful assignee or transferee of
         Special Warrants registered in the name of the Subscriber.

(4)      All capitalized terms in this Schedule that are defined in the
         Subscription Agreement between the Subscriber and the Company have the
         meanings given to them in the Subscription Agreement.



                                      C-1

<PAGE>

                                  SCHEDULE "D"

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND


TO:   VOICE MOBILITY INTERNATIONAL, INC.

         The undersigned (a) acknowledges that the sale of the securities of
Voice Mobility International, Inc. (the "Company") to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies
that (1) it is not an affiliate of the Company (as defined in Rule 405 under the
1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States, or (B) the
transaction was executed on or through the facilities of The Toronto Stock
Exchange or any other designated offshore securities market, as defined in
Regulation S, and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is BONA FIDE and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace the securities sold in reliance on Rule 904 of the 1933 Act
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.


Dated:                               By:
                                        ----------------------------------------

                                     Name:
                                          --------------------------------------

                                     Title:
                                           -------------------------------------





                                      D-1


<PAGE>

                                  SCHEDULE "E"

                   CERTIFICATION BY FOREIGN PORTFOLIO MANAGER

The undersigned is purchasing securities of Voice Mobility International, Inc.
(the "Issuer").

The undersigned hereby certifies that:

         (a)      it is purchasing securities of the Issuer on behalf of managed
                  accounts for which it is making the investment decision to
                  purchase these securities and has full discretion to purchase
                  or sell securities for such accounts without requiring the
                  client's express consent to a transaction;

         (b)      it carries on the business of managing the investment
                  portfolios of clients through discretionary authority granted
                  by those clients (a "portfolio manager" business) in --------
                  [jurisdiction], and it is permitted by law to carry on a
                  portfolio manager business in that jurisdiction;

         (c)      it was not created solely or primarily for the purpose of
                  purchasing securities of the Issuer;

         (d)      the total asset value of the investment portfolios it manages
                  on behalf of clients is not less than $20,000,000; and

         (e)      the Issuer has provided it with a list of the directors,
                  senior officers and other insiders of the Issuer, and the
                  persons that carry on investor relations activities for the
                  Issuer (which list is attached as a schedule to this Form),
                  and it does not believe, and has no reasonable grounds to
                  believe, that any of those persons has a beneficial interest
                  in any of the managed accounts for which it is purchasing,
                  except as follows:

----------------------------------------------------------
(name of insider(s) or person(s) carrying on investor
relations activities for the Issuer that have a beneficial
interest in an account)

The undersigned acknowledges that it is bound by the provisions of the British
Columbia SECURITIES ACT including, without limitation, sections 87 and 111
concerning the filing of insider reports and reports of acquisitions.


                                           Dated at
                                                    ----------------------------

                                           this      day of               , 2001
                                                ----        --------------

                                           -------------------------------------
                                           (Name of Purchaser - please print)

                                           -------------------------------------
                                           (Authorized Signature)

                                           -------------------------------------
                                           (Official Capacity - please print)

                                           -------------------------------------
                                           (please print name of individual
                                           whose signature appears above, if
                                           different from name of purchaser
                                           printed above)





                                      E-1
<PAGE>

                   SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS
              (FOR NON-ESCROWED CANADIAN AND NON-U.S. SUBSCRIBERS)
                         (THE "SUBSCRIPTION AGREEMENT")


 THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND, SUBJECT TO CERTAIN
EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON

To:     VOICE MOBILITY INTERNATIONAL, INC.

And to: Loewen, Ondaatje, McCutcheon Limited, Acumen Capital Finance Partners
        Limited and Paradigm Capital Inc.

ONE COMPLETED AND ORIGINALLY EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT AND
APPLICABLE SCHEDULES MUST BE DELIVERED IN ACCORDANCE WITH SECTION 6 OF THIS
SUBSCRIPTION AGREEMENT AS SOON AS POSSIBLE, AND, IN ANY EVENT, NO LATER THAN
4:00 P.M. (TORONTO TIME) ON MARCH 26, 2001 TO:

         ATTENTION: CLAUDIA MARTINS, LOEWEN, ONDAATJE, MCCUTCHEON LIMITED,
                    HAZELTON LANES, EAST TOWER
                    55 AVENUE ROAD, SUITE 2250, TORONTO, ON M5R 3L2,
                    TEL (416) 964-4456, FAX (416) 964-4333

The undersigned (the "Subscriber" or "you") hereby confirms its irrevocable
subscription for and offer to purchase from Voice Mobility International, Inc.
("Voice Mobility" or the "Company") that number of special warrants of the
Company (the "Special Warrants") set out below, at a price of Cdn$2.00 per
Special Warrant (the "Issue Price"), pursuant to the terms and conditions of
this Subscription Agreement and in accordance with the Agency Agreement (as
defined below). The Subscriber agrees to be bound by the terms of this
Subscription Agreement and, without limitation, agrees that the Company and the
Agents (as defined below) may rely upon its covenants, representations and
warranties.

<TABLE>
<S>                                                          <C>
____________________________________________________________  _________________________________________________________________

                                                               NUMBER OF SPECIAL WARRANTS:
------------------------------------------------------
(Name of Subscriber - please print)
Account Reference:                                             AGGREGATE SUBSCRIPTION PRICE: $
                  ------------------------------------                                        ---------------------------------
                                                                                            (the "Aggregate Subscription Price")

                                                               The Subscribers agrees to permit the release of its subscription
By:                                                            proceeds to the Company on closing ("Non-Escrowed Subscribers").
   --------------------------------------------------
Authorized Signature
                                                               _________________________________________________________________

                                                               _________________________________________________________________

                                                               IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (BENEFICIAL
                                                               PURCHASER) AND IS NOT A TRUST COMPANY OR A PORTFOLIO MANAGER
-----------------------------------------------------          PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY
(Official Capacity or Title - please print)                    IT, COMPLETE THE FOLLOWING:

-----------------------------------------------------          ---------------------------------------------------------------
(Please print name of individual whose signature               (Name of Principal)
appears above if different than the name of the
subscriber printed above.)

                                                               ---------------------------------------------------------------
                                                               (Principal's Address)

-----------------------------------------------------          ---------------------------------------------------------------
(Subscriber's Address)
                                                               ---------------------------------------------------------------
                                                               _________________________________________________________________

                                                               _________________________________________________________________
------------------------------------------------------         DELIVER THE SPECIAL WARRANTS AS SET OUT BELOW:
(Telephone Number)
____________________________________________________________
                                                               ---------------------------------------------------------------
                                                               (Name)

____________________________________________________________
REGISTER THE SPECIAL WARRANTS AS SET OUT BELOW:                ---------------------------------------------------------------
                                                               (Account Reference, if applicable)
------------------------------------------------------
(Name)                                                         ---------------------------------------------------------------
                                                               (Address)
------------------------------------------------------
(Account Reference, if applicable)                             ---------------------------------------------------------------
                                                               (Contact Name)                             (Telephone Number)
------------------------------------------------------
(Address)                                                      __________________________________________________________________

------------------------------------------------------         __________________________________________________________________
(Telephone Number)                                             NUMBER OF SHARES OF THE COMPANY HELD BY THE SUBSCRIBER EXCLUDING
                                                               THOSE BEING SUBSCRIBED FOR:
____________________________________________________________  _________________________________________________________________


ACCEPTANCE: The Company hereby accepts the above subscription and the Company represents and warrants to the Subscriber that the
representations and warranties made by the Company to the Agents in the agency agreement (the "Agency Agreement") are true and
correct in all material respects as of this date (save and except as waived by the Lead Agent, as defined below) and that the
Subscriber is entitled to rely thereon.

VOICE MOBILITY INTERNATIONAL, INC.                                                                                          , 2001
                                                                                                        --------------------

                                                                                                     ________________________

By:                                                                                                  No:
   ----------------------------------------                                                          ________________________

</TABLE>


   NOTE: PLEASE ALSO COMPLETE AND SIGN SCHEDULE "B", IF YOU ARE AN INDIVIDUAL



<PAGE>



                           THE TORONTO STOCK EXCHANGE
                 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed placement purchaser of listed securities or
securities which are convertible into listed securities.

                                  QUESTIONNAIRE

1. DESCRIPTION OF TRANSACTION

   (a) Name of issuer of the Securities VOICE MOBILITY INTERNATIONAL, INC.
                                        ----------------------------------------

       -------------------------------------------------------------------------

   (b) Number and Class of Securities to be Purchased
                                                      --------------------------
   (c) Purchase Price
                      ----------------------------------------------------------

       -------------------------------------------------------------------------

2. DETAILS OF PURCHASER

   (a) Name of Purchaser
                        --------------------------------------------------------
   (b) Address
              ------------------------------------------------------------------

   (c) Names and addresses of persons having a greater than 10% beneficial
       interest in the purchaser
                                ------------------------------------------------
       -------------------------------------------------------------------------

3. RELATIONSHIP TO ISSUER

   (a) Is the purchaser (or any person named in response to 2(c) above) an
       insider of the issuer for the purposes of the Ontario Securities Act
       (before giving effect to this private placement)? If so, state the
       capacity in which the purchaser (or person named in response to 2(c))
       qualifies as an insider
                               -------------------------------------------------

   (b) If the answer to (a) is "no", are the purchaser and the issuer controlled
       by the same person or company? If so, give details
                                                         -----------------------
4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

   Give details of all trading by the purchaser, as principal, in the securities
   of the issuer (other than debt securities which are not convertible into
   equity securities), directly or indirectly, within the 60 days preceding the
   date hereof

              -----------------------------------------------------------------
              -----------------------------------------------------------------

                                   UNDERTAKING

TO:  The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of six
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable securities legislation, whichever is longer,
without the prior consent of The Toronto Stock Exchange and other regulatory
body having jurisdiction.

DATED AT
        ------------------------------  ----------------------------------------
                                              (Name of Purchaser - please print)
this      day of                , 2001
     ----        ---------------        ----------------------------------------
                                                          (Authorized Signature)


                                        ----------------------------------------
                                              (Official Capacity - please print)

                                          (please print here name of individual
                                          whose signature appears above, if
                                          different from name of purchaser
                                          printed above)


                                       2

<PAGE>


                              TERMS AND CONDITIONS
1.       SUBSCRIPTION

We confirm your agreement to purchase, on and subject to the terms and
conditions in this Subscription Agreement and in the Agency Agreement, from the
Company the number of Special Warrants set out on the face page of this
Subscription Agreement at a price of $2.00 per Special Warrant payable as
described in section 6 of this Subscription Agreement. The Special Warrants you
are purchasing form part of a larger offering (in Canada, the United States and
elsewhere) of Special Warrants (the "OFFERING") by the Company pursuant to an
agency agreement (the "AGENCY AGREEMENT") to be entered into by Loewen,
Ondaatje, McCutcheon Limited ("LOM" or the "LEAD AGENT"), Acumen Capital Finance
Partners Limited, Paradigm Capital Inc. (collectively the "AGENTS"), and the
Company.

2.       DESCRIPTION OF SPECIAL WARRANTS

         (a)      Attached as SCHEDULE "A" to this Subscription Agreement is a
                  term sheet (the "TERM SHEET") containing a summary of the
                  terms and conditions pertaining to the Special Warrants and
                  the Offering. The description of the Special Warrants
                  contained in the Term Sheet and this Subscription Agreement is
                  a summary only and is subject to the detailed provisions of a
                  special warrant indenture (the "Special Warrant Indenture") to
                  be dated as of the Closing Date and to be entered into between
                  the Company and Computershare Trust Company of Canada (or
                  another trust company that may be agreed to by the Company and
                  the Lead Agent), in its capacity as special warrant agent and
                  trustee thereunder (the "TRUSTEE").

         (b)      Upon exercise (which term shall include deemed exercise) of
                  the Special Warrants, in accordance with their terms, the
                  holder will, without payment of any additional consideration,
                  be issued one unit ("UNIT") in respect of each Special Warrant
                  exercised. Each Unit will consist of one common share in the
                  capital of the Company, as presently constituted ("UNIT
                  SHARE"), and one half of one non-transferable share purchase
                  warrant ("Warrant"). Each whole Warrant entitles the holder to
                  purchase one additional common share in the capital of the
                  Company, as presently constituted (a "WARRANT SHARE"), at a
                  price that is equal to $2.25 at any time on or before the date
                  which is two years from the Closing Date (as defined in
                  paragraph 4 below). The description of the Warrants contained
                  in the Term Sheet and this Subscription Agreement is a summary
                  only and is subject to the detailed provisions of a warrant
                  indenture (the "WARRANT INDENTURE") to be dated as of the
                  Closing Date and to be entered into between the Company and
                  Computershare Trust Company of Canada (or another trust
                  company that may be agreed to by the Company and the Lead
                  Agent), in its capacity as warrant agent and trustee
                  thereunder.

         (c)      The Special Warrants will be exercisable on any business day
                  during business hours during the period (the "Exercise
                  Period") commencing on the Closing Date and ending at 4:30
                  p.m. (Toronto time) (the "Time of Expiry") on the business day
                  (the "QUALIFICATION DEADLINE") which is the latest of (i) the
                  date a registration statement (the "REGISTRATION STATEMENT")
                  with regard to the resale of the Special Warrants, Unit Shares
                  and Warrants and the issuance of the Warrant Shares is
                  declared effective by the United States Securities and
                  Exchange Commission (the "SEC") pursuant to the UNITED STATES
                  SECURITIES ACT OF 1933, as amended (the "1933 ACT"), and (ii)
                  the date a receipt is issued by the last of the securities
                  regulatory authorities in each of the jurisdictions in Canada
                  set out as Qualifying Jurisdictions in the Term Sheet where
                  purchasers of Special Warrants are resident as at the Closing
                  Date (the "CANADIAN JURISDICTIONS") for a final prospectus
                  (the "PROSPECTUS") qualifying the issuance of the Unit Shares
                  and the Warrants for distribution in the Canadian
                  Jurisdictions to holders of Special Warrants upon their
                  exercise; and (iii) THE DAY PRECEDING THE DATE THE LISTING OF
                  THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
                  BECOMES EFFECTIVE, BEING THE TIME ITS COMMON SHARES ARE POSTED
                  FOR TRADING.

         (d)      If any Special Warrants have not been exercised by the holders
                  or repurchased by the Company during the Exercise Period, such
                  Special Warrants will be deemed to have been exercised by the
                  holders immediately prior to the Time of Expiry without any
                  further action on the part of such holders. If the
                  Qualification Deadline has not occurred on or prior to the
                  date that is 120 days following the Closing Date or such later
                  date as may be determined at the sole discretion of the Lead
                  Agent, each Special Warrant will be exercisable for 1.1 Units.


                                        3
<PAGE>


         (e)      Immediately upon receipt, the net proceeds from the Offering
                  (gross proceeds less the Agents' fees and expenses), will be
                  deposited in escrow with the Trustee on the Closing Date, to
                  be held in escrow pursuant to the Special Warrant Indenture
                  and will be released to the Company on the exercise or deemed
                  exercise of the Special Warrants, provided that certain
                  subscribers ("NON-ESCROWED SUBSCRIBERS") may agree to permit
                  the release of their subscription proceeds to the Company on
                  the Closing Date. The subscription proceeds from the balance
                  of the Subscribers ("ESCROWED SUBSCRIBERS") shall be held in
                  escrow as provided above. Notwithstanding the above, net
                  proceeds that are required to be deposited in escrow for the
                  purpose of obtaining approval to list the Company's common
                  shares on The Toronto Stock Exchange shall not be released to
                  the Company on the Closing Date, but shall be deposited in
                  escrow as provided above.

         (f)      In the event that a listing of the Company's common shares on
                  The Toronto Stock Exchange has not become effective by the
                  date that is six months following the Closing Date, then each
                  of the Escrowed Subscribers will be entitled, at their option
                  (the "Repurchase Option") until the Time of Expiry, to require
                  the Company to repurchase the Special Warrants held by such
                  holder, from legally available funds, plus such holder's
                  portion of the interest earned by the Trustee under the
                  Special Warrant Indenture. If the funds of the Company legally
                  available for repurchase of such Special Warrants are
                  insufficient to repurchase the total number of Special
                  Warrants to be repurchased, those funds which are legally
                  available will be used to repurchase the maximum number of
                  such Special Warrants rateably among the Escrowed Subscribers
                  who have exercised the Repurchase Option. Thereafter, as
                  additional funds of the Company become legally available for
                  such repurchase, such funds shall be used quarterly to
                  repurchase the Special Warrants until all Special Warrants
                  covered by exercised Repurchase Options have been exercised.

         (g)      The Subscriber acknowledges and agrees that the specific
                  rights of the holders of Special Warrants and the detailed
                  terms of the Special Warrants will be set forth in and subject
                  to the Special Warrant Indenture.

         (h)      Since the Company is not currently a "reporting issuer" in any
                  of the Canadian Jurisdictions or elsewhere in Canada, the
                  Special Warrants and the Unit Shares and Warrants issuable
                  upon the exercise or deemed exercise of the Special Warrants
                  will be subject to resale restrictions under the applicable
                  securities laws, rules, regulations and policies of the
                  Province of British Columbia, the jurisdiction in which the
                  Subscriber is resident, and any jurisdiction in which a
                  subsequent trade may be proposed, until such time as: (i) the
                  Company becomes a "reporting issuer" under such laws and the
                  appropriate "hold periods", if any, under such laws have
                  expired; (ii) a further statutory exemption from the
                  registration and prospectus requirements of such laws may be
                  relied upon by the holder; or (iii) an appropriate
                  discretionary order or ruling is obtained under such laws to
                  permit the transfer by the Subscriber of its securities. The
                  resale or other transfer of the Special Warrants, Unit Shares,
                  Warrants and the issuance of the Warrant Shares will also be
                  restricted under the 1933 ACT until the Registration Statement
                  has become effective. The Company does not expect that the
                  Company's common shares will be listed on any exchange or that
                  the Company will become a "reporting issuer" in any of the
                  Canadian Jurisdictions until the Registration Statement has
                  become effective.

                  The Company has agreed to use its reasonable best efforts to
                  file, clear, and obtain a receipt for the Prospectus in each
                  of the Canadian Jurisdictions set out as Qualifying
                  Jurisdictions in the Term Sheet. The Company has also agreed
                  to file and use its reasonable best efforts to prosecute to
                  effectiveness the Registration Statement. In the event that
                  the Company is unable to obtain a receipt for the Prospectus
                  in a Canadian Jurisdiction, the Special Warrants, Unit Shares,
                  Warrants and Warrant Shares (collectively the "SECURITIES")
                  will be subject to statutory resale restrictions under the
                  applicable securities legislation of that Canadian
                  Jurisdiction and the applicable hold period for such
                  Securities may never expire. Statutory restrictions may apply
                  on the resale of the Special Warrants, Unit Shares, Warrants
                  and Warrant Shares that are acquired prior to the issuance of
                  receipts for the Prospectus by the securities regulatory
                  authority in any of the Canadian Jurisdictions. In addition,
                  if the Company does not cause the Registration Statement to
                  become effective, the resale of the Special Warrants, Unit
                  Shares, Warrants and the issuance of the Warrant Shares will
                  continue to be restricted under the 1933 ACT and would be
                  permissible only in accordance with a statutory or regulatory
                  exemption from registration under the 1933 ACT. Subscribers
                  are advised to consult their own legal advisors in this
                  regard.



                                        4
<PAGE>

3.       ACCEPTANCE AND REJECTION OF SUBSCRIPTION BY THE COMPANY

The Subscriber understands and agrees that the Company reserves the right, in
its absolute discretion, to reject the Subscriber's subscription for Special
Warrants in whole or in part, in any order, at any time prior to the Closing
Time (as defined in section 4 below) notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber's subscription and, if
accepted only in part, a proportionate amount of the Aggregate Subscription
Price will be returned to the Subscriber without interest.

4.       CLOSING

The closing of the Offering (the "CLOSING") will be completed at the offices of
Catalyst Corporate Finance Lawyers, Suite 1400, 1055 West Hastings Street,
Vancouver, BC, V6E 2E9, at 9:00 a.m. (Vancouver time) (the "CLOSING TIME") on
March 27, 2001 or such other place or date or time as the Company and the Lead
Agent may mutually agree (the "Closing Date"), provided that delivery of the
signed Special Warrants and Special Compensation Options shall be made to the
Lead Agent's counsel, Fraser Milner Casgrain LLP, Suite 4100, 1 First Canadian
Place, Toronto, Ontario M5X 1B2, at or prior to that time. If by the Closing
Time, the terms and conditions contained in this Subscription Agreement and the
Agency Agreement have been complied with to the satisfaction of the Agents or
waived by them, the Agents will deliver to the Company all completed
Subscription Agreements, and will deliver to or to the direction of the Company,
the subscription funds against delivery by the Company of the Special Warrants
and such other documentation as may be required. If by the Closing Time, the
terms and conditions contained in this Subscription Agreement and the Agency
Agreement have not been complied with to the satisfaction of the Agents or
waived by them, any cheques or bank drafts delivered by the Subscriber to the
Agents representing the purchase price for Special Warrants will be promptly
returned to the Subscriber without interest.

5.       FACSIMILED SUBSCRIPTIONS

The Company and the Agents will be entitled to rely on delivery by facsimile of
an executed copy of this Subscription Agreement, and acceptance by the Company
of such facsimile copy will be legally effective to create a valid and binding
agreement between you and the Company in accordance with the terms hereof.

6.       CONDITIONS OF CLOSING

The sale of the Special Warrants to the Subscriber is subject to the following
conditions:

         (a)      Payment of the "Aggregate Subscription Price", as defined on
                  the face page hereof, shall be paid by you as soon as possible
                  and in any event no later than 12:00 noon (Toronto time) on
                  March 27, 2001. Payment must be made by certified cheque or
                  bank draft in Canadian dollars payable to "Loewen, Ondaatje,
                  McCutcheon Limited", "Acumen Capital Finance Partners
                  Limited", "Paradigm Capital Inc." or payable in such other
                  manner as may be specified by the Agents.

         (b)      One completed and signed copy of this Subscription Agreement
                  and one completed and signed Private Placement Questionnaire
                  and Undertaking for The Toronto Stock Exchange must be
                  delivered to Claudia Martins at Loewen, Ondaatje, McCutcheon
                  Limited, Hazelton Lanes, East Tower, 55 Avenue Road, Suite
                  2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax (416)
                  964-4333, as soon as possible, and in any event, no later than
                  4:00 p.m. (Toronto time) on March 26, 2001.

         (c)      If the Subscriber is an individual to whom paragraph 9(A)(3)
                  applies, the Subscriber must also complete, sign and deliver
                  the Form 20A(IP) in the form annexed to this Subscription
                  Agreement as SCHEDULE "B", as required by the British Columbia
                  Securities Commission to Claudia Martins at Loewen, Ondaatje,
                  McCutcheon Limited, Hazelton Lanes, East Tower, 55 Avenue
                  Road, Suite 2250, Toronto, ON M5R 3L2, Tel (416) 964-4456, Fax
                  (416) 964-4333, as soon as possible, and in any event, no
                  later than 4:00 p.m. (Toronto time) on March 26, 2001. The
                  Form 20A(IP) is required to be delivered by the Agents to the
                  Company at Closing.

         (d)      All necessary regulatory approvals must be obtained prior to
                  the Closing Date and all terms and conditions of this
                  Subscription Agreement, the Agency Agreement and Special
                  Warrant Indenture must be satisfied or waived on or prior to
                  the Closing Date.


                                        5
<PAGE>


7.       AUTHORIZATION OF LEAD AGENT

The Subscriber irrevocably authorizes the Lead Agent, in its discretion, to act
as its representative at the Closing, and hereby appoints the Lead Agent, with
full power of substitution, as its true and lawful attorney with full power and
authority in its place and stead:

         (a)      to receive certificates for the Special Warrants, to execute
                  in its name and on its behalf all closing receipts and
                  required documents, to complete and correct any documents
                  relating to the transactions contemplated by this Subscription
                  Agreement that have been signed by the Subscriber and require
                  completion or correction;

         (b)      to extend such time periods and to waive, in whole or in part,
                  any representations, warranties, covenants or conditions for
                  the benefit of the Subscriber contained in this Subscription
                  Agreement, the Agency Agreement or any ancillary or related
                  document;

         (c)      to terminate this Subscription Agreement if any condition
                  precedent to the Offering is not satisfied, in such manner and
                  on such terms and conditions as the Lead Agent may determine,
                  acting reasonably; and

         (d)      without limiting the generality of the foregoing, to
                  negotiate, settle, execute, deliver and amend the Agency
                  Agreement, Special Warrant Indenture and Warrant Indenture.

8.       PROSPECTUS EXEMPTION

The Subscriber acknowledges and agrees that the sale and delivery of the
purchased Special Warrants to the Subscriber is conditional upon such sale being
exempt from the prospectus and registration requirements of all Applicable
Securities Laws (as defined below) or upon the issuance of such orders, consents
or approvals of securities regulatory authorities as may be required to permit
such sale without the requirement for registration or filing a prospectus. The
Subscriber agrees to execute and deliver all documentation required by
Applicable Securities Laws to permit the purchase of the Special Warrants under
the terms of this Subscription Agreement.

You, on your own behalf (or on behalf of others for whom you are contracting)
acknowledge and agree that:

         (a)      you have received a term sheet in the form attached as
                  SCHEDULE "A" setting out the principal terms of this
                  Subscription Agreement and the Offering;

         (b)      the sale and delivery of the Special Warrants to the
                  Subscriber or, if applicable, to any others on whose behalf it
                  is contracting hereunder, is conditional upon such sale being
                  exempt from the prospectus filing and registration
                  requirements of all applicable securities legislation,
                  including statutes, regulations, national instruments,
                  published rules, policies, blanket orders, rulings and stock
                  exchanges (collectively, "APPLICABLE SECURITIES LAWS")
                  relating to the sale of the Special Warrants;

         (c)      the Special Warrants, Unit Shares, Warrants and Warrant Shares
                  will be subject to resale restrictions under Applicable
                  Securities Laws and are otherwise subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Subscriber, on its own behalf and, if applicable, on behalf of
                  others for whom it is contracting hereunder, agrees to comply
                  with all Applicable Securities Laws concerning any resale of
                  such Securities;

         (d)      you have not requested or been provided with, nor do you have
                  any need to receive a prospectus or an offering memorandum as
                  defined in the Applicable Securities Laws or any similar
                  document in connection with your purchase of the Special
                  Warrants;

         (e)      your decision to execute this Subscription Agreement and
                  purchase Special Warrants (on your own behalf or on behalf of
                  others for whom you are contracting hereunder) has not been
                  based upon any verbal or written representations as to fact or
                  otherwise made by or on behalf of the Agents or the Company
                  and that your decision (or the decision of others for whom you
                  are contracting hereunder) is based entirely upon publicly
                  available information concerning the Company (any such
                  information having been obtained by you without independent
                  investigation or verification by the Agents);


                                        6
<PAGE>


         (f)      the Agents and their directors, officers, employees, agents
                  and representatives assume no responsibility or liability of
                  any nature whatsoever for the accuracy or adequacy of any such
                  publicly available information or as to whether all
                  information concerning the Company required to be disclosed by
                  them has been disclosed;

         (g)      the sale of the Special Warrants was not accompanied by any
                  advertisement in printed media of general and regular paid
                  circulation, radio, television or telecommunications,
                  including electronic display;

         (h)      you (or others for whom you are contracting hereunder) have
                  been advised to consult your own legal advisors with respect
                  to trading in the Securities and with respect to resale
                  restrictions imposed by the Applicable Securities Laws in the
                  jurisdiction in which you reside, that no representation has
                  been made respecting the applicable hold periods or other
                  resale restrictions applicable to such Securities, that you
                  (or others for whom you are contracting hereunder) are solely
                  responsible (and neither the Company nor the Agents are in any
                  way responsible) for compliance with applicable resale
                  restrictions and you are aware that you (or the beneficial
                  purchaser for whom you are contracting hereunder) may not be
                  able to resell such Securities except in accordance with
                  limited exemptions under Applicable Securities Laws;

         (i)      the Special Warrants will otherwise be subject to the terms,
                  conditions and provisions of the Agency Agreement and the
                  Special Warrant Indenture, and the Warrants will otherwise be
                  subject to the terms, conditions and provisions of the Agency
                  Agreement and the Warrant Indenture;

         (j)      for non-"U.S. PERSONS" (as defined in Regulation S under the
                  1933 ACT ("REGULATION S")) the offer and sale of Special
                  Warrants has been made, and the issuance of the Unit Shares
                  and Warrants (and Warrant Shares issued prior to the
                  effectiveness of a registration statement to be filed with
                  regard to such issuance) will be made, in reliance upon
                  Regulation S. Therefore, the Special Warrants, Unit Shares,
                  and Warrants, as well any such Warrant Shares, will be
                  "restricted securities" and as such may be resold or otherwise
                  transferred only in accordance with Regulation S or pursuant
                  to a registration under the 1933 ACT or an exemption from the
                  registration requirements of the 1933 ACT. Regulation S
                  requires that, for a period of one (1) year following the
                  Closing of the Offering, no offer or sale of a Special
                  Warrant, Unit Share, Warrant, or Warrant Share issued in
                  reliance on Regulation S may be made to a U.S. Person (which
                  has the meaning ascribed to that term in Regulation S) or for
                  the account of a U.S. Person. Regulation S also requires that
                  each Special Warrant, Unit Share, and Warrant (and each
                  Warrant Share issued prior to the effectiveness of a
                  Registration Statement to be filed with regard to the resale
                  of the Special Warrants, Unit Shares and Warrants and the
                  issuance of the Warrant Shares) bear a legend stating that the
                  Special Warrant, Unit Share or Warrant, or any such Warrant
                  Share, as the case may be, has not been registered under the
                  1933 ACT. Regulation S also requires that each Special Warrant
                  or Warrant bear a legend stating that the Special Warrant or
                  Warrant, and the securities to be issued upon its exercise,
                  have not been registered under the 1933 ACT and that the
                  Special Warrant or Warrant may not be exercised by or on
                  behalf of any U.S. Person unless registered under the 1933 ACT
                  or an exemption from such registration is available.

                  Each person exercising a Special Warrant or Warrant must
                  provide the Company with either (i) written certification that
                  it is not a U.S. Person and that the Warrant is not being
                  exercised on behalf of a U.S. Person, or (ii) a written
                  opinion of counsel satisfactory to the Company that the
                  issuance of securities upon exercise of the Special Warrant or
                  Warrant has been registered under the 1933 ACT and any
                  applicable State securities law or is exempt from
                  registration.

                  Regulation S also provides for the resale of securities which
                  are issued and outstanding. As noted above, the Special
                  Warrants, Unit Shares, Warrants, and Warrant Shares may be
                  resold only in compliance with Regulation S or pursuant to an
                  effective registration statement under the 1933 ACT or an
                  exemption from the registration requirements of the 1933 ACT.
                  Rule 904 of Regulation S provides that a resale of an
                  outstanding security may be made pursuant thereto if the offer
                  and sale of the security are made in an offshore transaction
                  and if no directed selling effort is made in the United States
                  with regard to the securities to be sold by the seller, an
                  affiliate of the seller, or any person acting on their behalf.
                  An offer or sale of securities is made in an "offshore
                  transaction" if the offer is not made to a person in the
                  United States and either (i) at the time the buy order is
                  originated, the buyer is outside the United States, or the
                  seller and any person acting on its behalf have good reason to
                  believe that the buyer is outside the United States and (ii)
                  the transaction is executed in, on or through the facilities
                  of a designated offshore securities



                                        7
<PAGE>

                  market and neither the seller nor any person acting on its
                  behalf knows that the transaction has been prearranged with a
                  buyer in the United States. Offers and sales of securities
                  specifically targeted at identifiable groups of United States
                  citizens abroad shall, in no event, be deemed to be made in an
                  offshore transaction. Rule 904 imposes additional limitations
                  on resales by dealers and persons receiving selling
                  concessions and affiliates of the issuer.

                  You are aware that Rule 144 under the 1933 ACT permits limited
                  public resales of securities acquired in non-public offerings,
                  subject to the satisfaction of certain conditions. You
                  understand that under Rule 144 the conditions include, among
                  other things: the availability of certain current public
                  information about the issuer, the resale occurring not fewer
                  than one (1) year or two (2) years, as applicable, after the
                  party has purchased and paid for the securities to be sold,
                  the sale being through a broker in an unsolicited "broker's
                  transaction" and the amount of securities being sold during
                  any three-month period not exceeding specified volume
                  limitations. You acknowledge and understand that the Company
                  may not be satisfying the current public information
                  requirement of Rule 144 at the time you wish to sell any of
                  the Securities, or other conditions under Rule 144 which are
                  required of the Company.

                  Each certificate evidencing a Special Warrant, Unit Share or
                  Warrant (and each Warrant Share issued prior to Registration
                  Statement effectiveness) will bear the following legend until
                  the applicable securities as represented by the certificate
                  are sold pursuant to either (i) a registration statement with
                  respect to such securities which is effective under the 1933
                  ACT, (ii) Rule 144 under the 1933 ACT, or (iii) Regulation S:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
                           SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER
                           OR PURSUANT TO THE SECURITIES LAWS OF ANY PROVINCE IN
                           CANADA. SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
                           TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
                           ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION
                           STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
                           EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR
                           RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR
                           (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE
                           SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
                           SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE,
                           AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
                           STATE OR PROVINCIAL SECURITIES LAWS.

                  If such securities are being sold under Rule 904 of Regulation
                  S under the 1933 ACT and applicable state securities laws
                  ("U.S. SECURITIES ACTS"), any legend may be removed by
                  providing a declaration to the Company, to the effect set out
                  in the attached SCHEDULE "D" (or in such other form as the
                  Company may prescribe from time to time); and provided,
                  further, that, if any such securities are being sold under
                  Rule 144 under the U.S. Securities Acts, the legend may be
                  removed by delivery to the registrar and transfer agent and
                  the Company of an opinion of counsel, of recognized standing
                  reasonably satisfactory to the Company, that such legends are
                  no longer required under applicable requirements of the U.S.
                  Securities Acts or state securities laws.

                  You understand and acknowledge that the Company may instruct
                  its transfer agent not to record a transfer without first
                  being notified by the Company that it is satisfied that such
                  transfer is exempt from or not subject to registration under
                  the U.S. Securities Acts;

         (k)      you agree that the Company and/or the Agents may be required
                  by law or otherwise to disclose to regulatory authorities your
                  identity and the identity of each beneficial purchaser of
                  Special Warrants for whom you may be acting, including without
                  limitation, being listed as a "Selling Shareholder" in the
                  Registration Statement and disclosing the number of Securities
                  beneficially owned, and you further agree to fully cooperate
                  with the Company and/or the Agents in this regard and to
                  provide the identity of each



                                       8
<PAGE>

                  beneficial purchaser of Special Warrants for whom you may
                  be acting, if required, to the Company and/or the Agents;
                  and

         (l)      notwithstanding the foregoing, none of the Special Warrants
                  or Warrants may be offered, sold, transferred, pledged,
                  hypothecated or otherwise assigned, until the Registration
                  Statement becomes effective, without the prior written
                  consent of the Company and each certificate evidencing a
                  Special Warrant or Warrant will bear the following legend
                  until either (A) the Registration Statement becomes
                  effective or (B) the Special Warrant is sold pursuant to a
                  transaction that is one (1) year or greater subsequent to
                  the Closing of the Offering, in accordance with either (i)
                  a registration statement with respect to such securities
                  which is effective under the 1933 ACT, (ii) Rule 144A under
                  the 1933 ACT, or (iii) in reliance upon Regulation S and in
                  compliance with Applicable Securities Laws:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE
                           SUBSCRIPTION AGREEMENT BETWEEN VOICE MOBILITY
                           INTERNATIONAL, INC. (THE "COMPANY") AND THE
                           PURCHASER, AND THE SPECIAL WARRANT INDENTURE AMONG
                           THE COMPANY AND THE TRUSTEE AND SPECIFICALLY MAY NOT
                           BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
                           OR OTHERWISE ASSIGNED, PRIOR TO EFFECTIVENESS OF A
                           REGISTRATION STATEMENT UNDER THE 1933 ACT, EXCEPT
                           WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

9.       SUBSCRIBERS' REPRESENTATIONS, WARRANTIES AND COVENANTS

By your acceptance of this Subscription Agreement, you hereby represent, warrant
and covenant to each of the Agents and the Company (which representations,
warranties and covenants shall survive Closing) that:

         A.       You are purchasing the Special Warrants as principal for your
                  own account, and not for the benefit of any other person or
                  company and not with a view to the resale or distribution of
                  all or any of the Special Warrants, and this Subscription
                  Agreement has been authorized, executed and delivered by you,
                  and constitutes your legal, valid and binding agreement, and
                  you are:

                  (1)      one of the following:

                           (i)      if subject to applicable securities
                                    legislation of the Province of Alberta:

                                    (a)      a bank, loan corporation, trust
                                             corporation, treasury branch or
                                             credit union or a subsidiary of
                                             such an entity where such entity
                                             owns beneficially all of the voting
                                             securities of that subsidiary; or

                                    (b)      an insurance company licensed under
                                             the INSURANCE ACT (Alberta) or a
                                             subsidiary of such insurance
                                             company where such insurance
                                             company owns beneficially all of
                                             the voting securities of the
                                             subsidiary;

                           (ii)     if subject to applicable securities
                                    legislation of the Province of Ontario:

                                    (a)      a loan corporation or trust
                                             corporation registered under the
                                             LOAN AND TRUST CORPORATIONS ACT
                                             (Ontario); or

                                    (b)      an insurance company licensed under
                                             the INSURANCE ACT (Ontario); or

                                    (c)      a bank listed in Schedule I or II
                                             to the BANK ACT (Canada);

                           (iii)    if subject to applicable securities
                                    legislation of the Province of British
                                    Columbia:

                                    (a)      a bank to which the BANK ACT
                                             (Canada) applies or a credit union
                                             authorized to carry on business
                                             under the FINANCIAL INSTITUTIONS
                                             ACT (British Columbia);


                                        9
<PAGE>


                                    (b)      a trust company, or
                                             extra-provincial trust corporation
                                             authorized to carry on deposit
                                             business under the FINANCIAL
                                             INSTITUTIONS ACT (British
                                             Columbia);

                                    (c)      a corporation that is a subsidiary
                                             of a bank and is a loan company to
                                             which the TRUST AND LOAN COMPANIES
                                             ACT (Canada) applies;

                                    (d)      an insurance company or an
                                             extra-provincial insurance
                                             corporation authorized to carry on
                                             insurance business under the
                                             FINANCIAL INSTITUTIONS ACT (British
                                             Columbia);or

                                    (e)      a subsidiary of any of the above if
                                             that person owns beneficially all
                                             of the voting securities of the
                                             subsidiary except the voting
                                             securities required by law to be
                                             owned by directors of that
                                             subsidiary; or

                  (2)      recognized or designated as an exempt purchaser under
                           applicable securities legislation of the provinces of
                           British Columbia, Alberta or Ontario, and, if subject
                           to the securities legislation of the Province of
                           Ontario or British Columbia, you are not an
                           individual; or

                  (3)      an individual or a corporation and are purchasing a
                           sufficient number of Special Warrants such that the
                           aggregate acquisition cost to you of such Special
                           Warrants is not less than $150,000 if subject to the
                           securities legislation of the province of Ontario or
                           $97,000 if subject to the securities legislation of
                           the provinces of Alberta or British Columbia.

         B.       In the case of the purchase by you of Special Warrants as
                  agent for a disclosed principal, each beneficial purchaser of
                  the Special Warrants for whom you are acting is purchasing as
                  principal for its own account and not for the benefit of any
                  other person; you are an agent with due and proper authority
                  to execute this Subscription Agreement and all other
                  documentation in connection with the purchase of the Special
                  Warrants on behalf of the beneficial purchaser; this
                  Subscription Agreement has been duly authorized, executed and
                  delivered by or on behalf of, and constitutes the legal, valid
                  and binding agreement of, the disclosed principal and the
                  beneficial purchaser:

                  (1)      is recognized or designated as an exempt purchaser
                           under applicable Canadian provincial securities
                           legislation and, if subject to the securities
                           legislation of the Province of Ontario or British
                           Columbia, is not an individual; or

                  (2)      is purchasing a sufficient number of Special Warrants
                           such that the aggregate acquisition cost to each
                           beneficial purchaser of such Special Warrants is not
                           less than $150,000 if subject to the securities
                           legislation of the province of Ontario or $97,000 if
                           subject to the securities legislation of the
                           provinces of Alberta or British Columbia.

         C.       In the case of the purchase by you of Special Warrants as
                  trustee or as agent for a principal where you cannot make the
                  representation set forth in subparagraph 9(B) of this
                  Subscription Agreement (an undisclosed principal), this
                  Subscription Agreement has been duly authorized, executed and
                  delivered by you, and constitutes your legal, valid and
                  binding agreement, acting in such capacity, and either:

                  (1)  (i) if subject to applicable securities legislation
                           of the Province of Alberta, you are:

                           (a)      a trust corporation, as defined in such
                                    securities legislation, trading as a trustee
                                    or an agent; or

                           (b)      a portfolio manager, as defined in such
                                    securities legislation, trading as an agent;
                                    or

                           (c)      a person or a company trading as an agent
                                    that, except for an exemption under Alberta
                                    securities laws, is required to be
                                    registered as a portfolio manager under
                                    Applicable Securities Laws,


                                       10
<PAGE>


                           trading for accounts that are fully managed by you
                           and you are purchasing a sufficient number of
                           Special Warrants such that the aggregate
                           acquisition cost to you of such Special Warrants
                           is not less than $97,000;

                  (ii)     if resident in or otherwise subject to the securities
                           legislation of the Province of British Columbia, you
                           are purchasing Special Warrants having an aggregate
                           acquisition cost of not less than $97,000 and you are
                           acting as:

                           (a)      a trust company or an extra-provincial trust
                                    corporation authorized under the FINANCIAL
                                    INSTITUTIONS ACT (British Columbia) or the
                                    laws of a province of Canada other than
                                    British Columbia to carry on trust business,
                                    deposit business or both; or

                           (b)      an insurance company or an extra-provincial
                                    insurance corporation authorized to carry on
                                    insurance business under the FINANCIAL
                                    INSTITUTIONS ACT (British Columbia) or the
                                    laws of a province of Canada other than
                                    British Columbia; or

                           (c)      either (i) an advisor who manages the
                                    investment portfolio of clients through
                                    discretionary authority granted by one or
                                    more clients and who is registered as a
                                    portfolio manager under the SECURITIES ACT
                                    (British Columbia) or the laws of a province
                                    of Canada other than British Columbia or is
                                    exempt from such registration, or (ii) a
                                    person that carries on business as a
                                    portfolio manager in a jurisdiction other
                                    than Canada and the total asset value of the
                                    investment portfolios you manage on behalf
                                    of clients is not less than $20,000,000 and
                                    you complete and file the form attached as
                                    SCHEDULE "E" with the British Columbia
                                    Securities Commission on or before the 10th
                                    day after the Closing;

                           as trustee or agent for accounts fully managed by you
                           in respect of which accounts you make the investment
                           decisions for the account and have full discretion to
                           purchase or sell securities for the account without
                           requiring your client's express consent to the
                           transaction; and (iii) if subject to the applicable
                           securities legislation of the Province of Ontario,
                           you are:

                           (a)      a trust company registered under the LOAN
                                    AND TRUST CORPORATIONS ACT (Ontario) and are
                                    purchasing the Purchased Warrants as trustee
                                    or as agent for accounts that are fully
                                    managed by you; or

                           (b)      a portfolio adviser purchasing the Special
                                    Warrants on behalf of a managed account in
                                    accordance with Ontario Securities
                                    Commission Rule 45-504;

         D.       If you are an individual, or any beneficial purchaser for whom
                  you are acting is an individual, you have attained the age of
                  majority and are legally competent to execute this
                  Subscription Agreement and to take all actions required
                  pursuant to this Subscription Agreement and if you, or any
                  beneficial purchaser for whom you are acting, is a
                  corporation, partnership, unincorporated association or other
                  entity, you, or such beneficial purchaser, as the case may be,
                  have the legal capacity and competence to enter into and be
                  bound by this Subscription Agreement and you further certify
                  that all necessary approvals of directors, shareholders or
                  otherwise have been given and obtained.

         E.       If you are not a resident of or are not otherwise subject to
                  the securities legislation of Alberta and if you or a party on
                  whose behalf you are acting has been created or is being used
                  primarily to permit the purchase of the Special Warrants
                  without a prospectus, and you or any such party is a
                  partnership, syndicate, unincorporated organization, trust,
                  company, fund or association or any other organized group of
                  persons, the share or portion of each member or partner of the
                  partnership, syndicate or unincorporated organization, or each
                  beneficiary of the trust, or each shareholder or member of the
                  company, fund or association or the organized group of
                  persons, as the case may be, of the aggregate acquisition cost
                  of the Special Warrants is not less than $150,000 if subject
                  to the securities legislation of the province of Ontario or
                  $97,000 if subject to the securities legislation of the
                  province of British Columbia.


                                       11
<PAGE>


         F.       If you or any party on whose behalf you are acting is an
                  investment club resident in the province of Ontario, the share
                  or portion of each member of the investment club of the
                  aggregate acquisition cost of the Special Warrants to the
                  investment club is not less than $150,000.

         G.       Subject to paragraph 9(E) or 9(H) hereof, neither you nor any
                  party on whose behalf you are acting has been created or is
                  being used primarily to permit the purchase of the Special
                  Warrants without a prospectus.

         H.       If you are a resident of, or are otherwise subject to the
                  securities legislation of Alberta and you are a corporation,
                  syndicate, partnership or other form of unincorporated
                  organization, you pre-existed the offering of the Special
                  Warrants and have a bona fide purpose other than investment in
                  the Special Warrants or, if created to permit such investment,
                  the individual share of the aggregate acquisition cost for
                  each participant is not less than $97,000.

         I.       As the Securities are subject to resale restrictions under
                  Applicable Securities Laws in Canada, you, or in the case of a
                  purchase by you acting as agent for a disclosed or undisclosed
                  principal, each beneficial purchaser, shall comply with all
                  Applicable Securities Laws concerning any resale of the
                  Securities (and neither the Company nor the Agents are in any
                  way responsible for such compliance) and shall consult with
                  your own legal advisors with respect to such compliance, and
                  if you are a resident of, or are otherwise subject to the
                  securities legislation of Alberta, you acknowledge that you
                  must file a report on Form 21 with the Alberta Securities
                  Commission within 10 days of each disposition of all or any
                  part of the Special Warrants, Warrants, Unit Shares or Warrant
                  Shares.

         J.       You (or, if applicable, others for whom you are contracting
                  hereunder) will execute and deliver within the applicable time
                  periods all documentation as may be required by Applicable
                  Securities Laws in Canada to permit the purchase of the
                  Special Warrants on the terms set out in this Subscription
                  Agreement.

         K.       You are purchasing the Special Warrants for investment only
                  and not with a view to resale or distribution and you will not
                  resell or otherwise transfer or dispose of the Special
                  Warrants prior to the receipt for a final prospectus (as
                  defined above) except in accordance with the provisions of
                  Applicable Securities Laws.

         L.       If required by any Applicable Securities Laws, policy or order
                  of a securities regulatory authority, stock exchange or other
                  regulatory authority, you will promptly upon request by the
                  Company or any of the Agents execute, deliver, file and
                  otherwise assist the Company in filing such reports,
                  undertakings and other documents with respect to the issuance
                  of the Securities as may be required.

         M.       You will execute and deliver no later than 4:00 p.m. (Toronto
                  time) on March 26, 2001, all documentation as may be required
                  by all Applicable Securities Laws to permit the purchase of
                  the Special Warrants hereunder on the terms as set forth
                  herein, including without limitation if the Subscriber is an
                  individual to whom paragraph 9(A)3 applies, the Form 20A (IP)
                  in the form attached as SCHEDULE "B", as required by the
                  British Columbia Securities Commission.

         N.       You and each beneficial purchaser for whom you are acting: (i)
                  are resident in the province set out on the face page of this
                  Subscription Agreement, or (ii) are a citizen or resident of
                  Canada, or a corporation, partnership or other entity created
                  in or organized under the laws of Canada or any province or
                  territory thereof (collectively, a "CANADIAN PERSON"), or
                  (iii) are resident outside of Canada and the United States, or
                  (iv) are a corporation, partnership or other entity
                  incorporated and resident outside of Canada and the United
                  States.

         O.       If you, or any beneficial purchaser for whom you are
                  contracting hereunder, with the consent of the Company, sell
                  or otherwise dispose of the Special Warrants, you, or the
                  beneficial purchaser for whom you are contracting hereunder,
                  shall obtain from the subsequent purchaser thereof the same
                  representations, warranties and covenants as given by you
                  hereunder, and the subsequent purchaser shall provide such
                  representations or warranties and covenants for the benefit of
                  the Company.

         P.       If you, or each beneficial purchaser for whom you are acting
                  hereunder, are not a Canadian person, the purchase of the
                  Special Warrants by you, or such beneficial purchaser, does
                  not contravene any of the



                                       12
<PAGE>

                  Applicable Securities Laws in the jurisdiction in which you
                  and such beneficial purchaser are resident and does not
                  trigger (i) any obligation to prepare and file a prospectus or
                  similar document, or any other report with respect to such
                  purchase, and (ii) any registration or other obligation on the
                  part of the Agents.

         Q.       The delivery of this Subscription Agreement, the acceptance of
                  it by the Company, the issuance of the Special Warrants to the
                  Subscriber and the acquisition of the Unit Shares and Warrants
                  upon exercise of the Special Warrants comply with all
                  applicable laws of the Subscriber's jurisdiction of residence
                  or domicile and all other applicable laws and will not cause
                  the Company to become subject to or comply with any
                  disclosure, prospectus or reporting requirements under any
                  such applicable laws.

         R.       You hereby acknowledge that no prospectus has been filed by
                  the Company with a securities commission or other securities
                  regulatory authorities in any province of Canada or any other
                  jurisdiction in connection with the issuance of the Special
                  Warrants and such issuance is exempted from the prospectus
                  requirements available under the provisions of Applicable
                  Securities Laws and as a result:

                  (i)      you are restricted from using most of the civil
                           remedies available under the Applicable Securities
                           Laws in respect of your purchase of the Special
                           Warrants;

                  (ii)     you may not receive information that would otherwise
                           be required to be provided to you under the
                           Applicable Securities Laws or contained in a
                           prospectus prepared in accordance with the Applicable
                           Securities Laws; and

                  (iii)    the Company is relieved from certain obligations that
                           would otherwise apply under the Applicable Securities
                           Laws.

         S.       No person has made to you any written or oral representations:

                  (i)      that any person will resell or repurchase the Special
                           Warrants or the Unit Shares or Warrants;

                  (ii)     that any person will refund the purchase price of the
                           Special Warrants; or

                  (iii)    as to the future price of the Special Warrants or the
                           Unit Shares or Warrants.

         T.       The Securities will be subject to the following resale or
                  transfer restrictions:

                  (i)      the Securities will be subject to resale restrictions
                           under Applicable Securities Laws;

                  (ii)     you will not be able to resell, assign or otherwise
                           dispose of the Securities unless they are
                           subsequently distributed under a prospectus or in
                           compliance with all Applicable Securities Laws;

                  (iii)    the Company may be required to legend the
                           certificates representing the Securities regarding
                           these and any other restrictions on resale.

         U.       If, for any reason, the offering of Special Warrants is
                  terminated or your subscription is rejected, you will have no
                  claims against the Company, its directors and officers,
                  shareholders, agents, advisors, and affiliates and shall have
                  no interest in the Company or any property or assets of the
                  Company.

         V.       The Special Warrants are not being purchased by you as a
                  result of you being aware of any material information
                  concerning the Company that has not been publicly disclosed
                  and the Subscriber's decision to tender this offer and
                  purchase the Special Warrants has not been made as a result of
                  any verbal or written representation as to fact or otherwise
                  (including that any person will resell or repurchase, or
                  refund the purchase price of, the Special Warrants other than
                  in accordance with their terms or as to the future price or
                  value of the Special Warrants, Unit Shares, Warrants or
                  Warrant Shares) made by or on behalf of the Company, the
                  Agents or any other person and is based entirely upon
                  currently available public information concerning the Company.


                                       13
<PAGE>


         W.       In evaluating the merits and risks of an investment in the
                  Special Warrants, you have relied solely upon publicly
                  available information relating to the Company and the advice
                  of your legal, tax and investment advisors and not in any way
                  upon Catalyst Corporate Finance Lawyers or any oral or written
                  statement made by, or on behalf of, the Company or its
                  advisors.

         X.       YOU ARE RESPONSIBLE FOR OBTAINING YOUR OWN LEGAL, INVESTMENT
                  AND TAX ADVICE.

         Y.       You are capable of assessing the proposed investment as a
                  result of your financial or investment experience or as a
                  result of advice received from a registered person other than
                  the Company or an affiliate thereof, and are able to bear the
                  economic loss of your investment.

         Z.       The execution and delivery of this Subscription Agreement and
                  the performance and compliance with the terms hereof will not
                  result in any breach, or be in conflict with, or constitute a
                  default under, or create a state of facts which after notice
                  or lapse of time or both, will constitute a default under, any
                  term or provision of your constating documents, by-laws or
                  resolutions (if you are a corporation) or any indenture,
                  contract, agreement (whether written or oral), instrument or
                  other document to which you are a party or to which you are
                  subject, or any judgement, decree, order, statute, rule or
                  regulation applicable to you.

         AA.      You are not a U.S. Person, as defined in Regulation S of the
                  SEC; you will resell the Securities only in accordance with
                  the provisions of Regulation S, pursuant to a registration
                  under the 1933 ACT or pursuant to an available exemption from
                  registration; and you will not engage in hedging transactions
                  with regard to the Securities other than in compliance with
                  the 1933 ACT.

         BB.      You are responsible for obtaining legal advice as to and will
                  comply in all respects with the prospectus delivery
                  requirements under applicable securities laws in connection
                  with any sale by you of the Unit Shares, the Warrants and the
                  Warrant Shares.

         CC.      In connection with its obligations under Section 11(a) of this
                  Subscription Agreement, the Company may require you to furnish
                  to the Company such information regarding you and the
                  distribution of the securities covered by the Registration
                  Statement (the "REGISTRABLE SHARES") as the Company may from
                  time to time reasonably request in writing and such other
                  information as may be legally required in connection with such
                  registration. You agree, by your acquisition of Registrable
                  Shares and acceptance of the benefits provided to it
                  hereunder, to furnish promptly to the Company all information
                  required to be disclosed in order to make any previously
                  furnished information not materially misleading. You agree
                  that upon receipt of any notice from the Company of the
                  happening of any event of the kind described herein requiring
                  the cessation of the distribution of a prospectus or the
                  distribution of a supplemented or amended prospectus, you will
                  forthwith discontinue disposition of Registrable Shares
                  pursuant to the Registration Statement covering such
                  Registrable Shares until your receipt of the copies of the
                  supplemented or amended prospectus, or until it is advised in
                  writing by the Company that the use of the prospectus may be
                  resumed, and, if so directed by the Company, you will deliver
                  to the Company (at the Company's expense) all copies, other
                  than permanent file copies then in your possession, of the
                  prospectus covering such Registrable Shares current at the
                  time of receipt of such notice. Except as set forth below, the
                  Company agrees to indemnify and hold you harmless, and each of
                  your directors, officers, employees, agents, and each person,
                  if any, who controls the Subscriber within the meaning of the
                  1933 ACT, against any losses, claims, damages, or liabilities
                  to which such indemnified person may become subject under the
                  1933 ACT or otherwise, insofar as such losses, claims,
                  damages, or liabilities arise out of or are based upon any
                  untrue or alleged untrue statement of any material fact
                  contained in said Registration Statement, or any preliminary
                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading. You agree to indemnify and
                  hold harmless the Company, each of its directors, each of its
                  officers who have signed the Registration Statement,
                  employees, agents and each person, if any, who controls the
                  Company within the meaning of the 1933 ACT against any losses,
                  claims, damages or liabilities to which such indemnified
                  person may become subject, under the 1933 ACT or otherwise,
                  insofar as such losses, claims, damages or liabilities arise
                  out of or are based upon any untrue or alleged untrue
                  statement of any material fact contained in said Registration
                  Statement, or any preliminary

                                       14
<PAGE>


                  prospectus, final prospectus, or amendment or supplement
                  related thereto, or arise out of or are based upon the
                  omission or the alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in each case, to
                  the extent, but only to the extent that such untrue
                  statement or alleged untrue statement or omission or
                  alleged omission was made in said registration statement,
                  said preliminary prospectus, said final prospectus or said
                  amendment or supplement in reliance upon and in conformity
                  with written information furnished by you specifically for
                  use in the preparation thereof, and provided further that
                  your liability pursuant to this paragraph 9(CC) shall be
                  limited to the amount of your investment in the Company as
                  reflected in the Registration Statement.

         DD.      You acknowledge that you have been advised that as a "selling
                  shareholder" under the Registration Statement, you might be
                  deemed to be an underwriter within the meaning of Section
                  2(11) of the 1933 ACT and any profit on the resale of the
                  securities might be deemed to be underwriting discounts and
                  commissions under the 1933 ACT.

         EE.      You acknowledge and agree that in addition to any other
                  applicable laws or regulations, as a "selling shareholder"
                  under the Registration Statement, you will comply with
                  regulations relating to distributions by selling shareholders,
                  including Regulation M under the SECURITIES EXCHANGE ACT OF
                  1934 (the "1934 ACT"). Regulation M prohibits selling
                  shareholders from offering to purchase and purchasing the
                  common stock of the Company at certain periods of time
                  surrounding their sales of Securities under the Registration
                  Statement. Regulation M attempts to prevent selling
                  shareholders who are engaged in a distribution from
                  manipulating the market. In addition, you acknowledge some
                  U.S. States may require that registration, exemption from
                  registration or notification requirements be met before
                  selling shareholders may sell their common stock. Some states
                  may also require selling shareholders to sell their common
                  stock only through broker-dealers.

10.      COMPANY'S REPRESENTATIONS AND WARRANTIES

Except as disclosed in writing to the Agents prior to the Closing, the Company
represents and warrants to the Subscriber (which representations and warranties
shall survive for a period of two (2) years following the Closing) as follows:

         (a)      ORGANIZATION AND STANDING. The Company is a corporation duly
                  organized and validly existing under the laws of the State of
                  Nevada and is in good standing under such laws. The Company
                  has the requisite corporate power and authority to own and
                  operate its properties and assets and to carry on its business
                  as currently conducted and as proposed to be conducted.

         (b)      CORPORATE POWER. The Company will have at the Closing Date all
                  requisite legal and corporate power and authority to execute
                  and deliver this Subscription Agreement, to sell and issue the
                  Special Warrants, and to carry out and perform its obligations
                  under the terms of this Subscription Agreement.

         (c)      AUTHORIZATION. All corporate action on the part of the
                  Company, its directors, and its shareholders necessary for the
                  authorization, execution, delivery, and performance of this
                  Subscription Agreement, the Special Warrant Indenture and the
                  Warrant Indenture (collectively, the "TRANSACTION DOCUMENTS")
                  by the Company will be taken prior to the Closing. The
                  Transaction Documents, when executed and delivered by the
                  Company, will, to the best of the Company's knowledge,
                  constitute valid and binding obligations of the Company
                  enforceable in accordance with their respective terms. The
                  Unit Shares issuable on exercise of the Special Warrants have
                  been or will be prior to the Closing allotted and, when
                  issued, will be validly issued, fully paid and non-assessable.

         (d)      NO CONFLICT. The issuance and sale of the Special Warrants by
                  the Company does not and will not conflict with and does not
                  and will not result in a breach of any of the terms,
                  conditions or provisions of its constating documents or any
                  material agreement or material instrument to which the Company
                  is a party.

         (e)      NO ACTIONS, SUITS OR PROCEEDINGS. As at the Closing Date, the
                  Company is not a party to any actions, suits or proceedings
                  which could reasonably be expected to materially affect its
                  business or financial condition, and to the best of the
                  Company's knowledge no such actions, suits or proceedings are
                  contemplated or have been threatened.


                                       15
<PAGE>


         (f)      NO JUDGMENTS. As at the Closing Date, there are no judgments
                  against the Company which are unsatisfied, nor are there any
                  consent decrees or injunctions to which the Company is
                  subject.

         (g)      NO DEFAULT. As at the Closing Date, the Company is not in
                  default of any material requirements of the SECURITIES ACT
                  (British Columbia), the SECURITIES ACT (Alberta), the
                  SECURITIES ACT (Ontario), the 1933 ACT or the 1934 ACT.

         (h)      NO ORDER. No order ceasing or suspending trading in securities
                  of the Company nor prohibiting the sale of such securities has
                  been issued and remains outstanding against the Company or its
                  directors, officers or promoters and no investigations or
                  proceedings for such purposes are pending or threatened.

11.      COMPANY'S COVENANTS

The Company hereby covenants and agrees and, in the Agency Agreement and/or the
Special Warrant Indenture, the Company will covenant and agree as follows:

         (a)      to use its commercially reasonable best efforts (i) to cause a
                  Registration Statement to be filed and prosecuted to
                  effectiveness, (ii) to cause the preliminary prospectus of the
                  Company relating to the distribution of the Unit Shares and
                  Warrants (the "PRELIMINARY PROSPECTUS") to be filed and (iii)
                  to obtain receipts for the final Prospectus, as expeditiously
                  as reasonably practicable after the Closing Date, in each case
                  in form and substance satisfactory to the Company and the
                  Agents, acting reasonably;

         (b)      to use its reasonable best efforts to promptly comply with all
                  filing and other requirements under all Applicable Securities
                  Laws, including, where required by the Agency Agreement or any
                  Applicable Securities Laws, the filing of amendments to the
                  Preliminary Prospectus and Prospectus in each of the Canadian
                  Jurisdictions; and

         (c)      to use its commercially reasonable best efforts to maintain
                  its status as a reporting issuer (or analogous entity) under
                  the Applicable Securities Laws of such provinces in which it
                  becomes a reporting issuer (or analogous entity) as a result
                  of filing the Prospectus as required under the Agency
                  Agreement and to continue to be in compliance with its
                  obligations thereunder, without default, for a period of at
                  least one year from the date of the filing of the Prospectus
                  in each Canadian Jurisdiction.

In addition, the covenants of and terms applicable to the Company set out in the
Agency Agreement are hereby incorporated into this section as additional
covenants of the Company.

12.      RESALE RESTRICTIONS

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is contracting hereunder, understands and acknowledges that the Special
Warrants, Unit Shares, Warrants and Warrant Shares will be subject to certain
resale restrictions under the Applicable Securities Laws (including United
States federal and state securities laws) and the Subscriber, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder,
agrees to comply with such restrictions. The Subscriber understands and
acknowledges that the resale of the Unit Shares and the Warrants and the
issuance of the Warrant Shares has not yet been registered with the SEC and
accordingly is restricted in the U.S. The Subscriber further understands and
acknowledges that the Company is not currently a "reporting issuer" in any
Canadian jurisdiction and that holders of securities of the Company may not be
able to sell such securities for an indefinite period of time without the
Prospectus being filed and a receipt obtained therefor. Subscribers are advised
to consult their own legal advisors in this regard. The Subscriber, on its own
behalf and, if applicable, on behalf of others for whom it is contracting
hereunder, also acknowledges that it has been advised to consult its own legal
advisors with respect to applicable resale restrictions and that it is solely
responsible for complying with such restrictions (and neither the Company nor
the Agents are in any manner responsible for ensuring compliance by the
Subscriber with such restrictions).

13.      RELIANCE UPON REPRESENTATIONS AND WARRANTIES

The Subscriber acknowledges that the representations and warranties contained in
this Subscription Agreement are made by it with the intent that they may be
relied upon by the Company in determining the Subscriber's eligibility to
purchase the Special Warrants, and the Subscriber hereby agrees to indemnify the
Company and its directors, officers, employees and agents against all losses,
claims, costs, expenses and damages or liabilities that they may suffer or incur
caused or arising from their reliance thereon. The foregoing representations and
warranties survive the purchase by the Subscriber of the Special Warrants and
continue in full force and effect as set forth in section 14.


                                       16
<PAGE>


14.      SURVIVAL

This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, survives and continues in full force
and effect and is binding upon the Subscriber for a period of three years,
notwithstanding the completion of the purchase of the Special Warrants by the
Subscriber, the completion of the issue of the Special Warrants by the Company
and any subsequent disposition by the Subscriber of the Securities.

15.      CONTRACTUAL RIGHTS OF ACTION

By its acceptance of this Subscription Agreement, the Company grants to each
Subscriber the contractual right of action for rescission in the form set out in
SCHEDULE "C" and the Subscriber agrees to assign and explicitly extend the
benefit of such right (but without liability to a purchaser) to any permitted
assignee or transferor of the Special Warrants. The above rights are in addition
to any other rights or remedies available to the Special Warrant holder under
section 130 of the SECURITIES ACT (Ontario), equivalent provisions of the
securities legislation of any other province of Canada in which purchasers of
Special Warrants are resident and otherwise at law, and are subject to the
defences described under such legislation. The Subscriber expressly waives and
releases the Company, to the fullest extent permitted by law, from all rights of
withdrawal to which the Subscriber might otherwise be entitled pursuant to
subsection 71(2) of the SECURITIES ACT (Ontario) and equivalent provisions of
the securities legislation of any other province of Canada.

16.      COMMISSION TO THE AGENTS

You understand that upon completion of the sale by the Company of the Special
Warrants, the Lead Agent, on behalf of the Agents, will receive from the Company
on the Closing Date a cash commission (the "COMMISSION") equal to 7% of the
gross proceeds from the Offering.

In addition, subject to regulatory approval, the Company will grant to the
Agents a special compensation option (the "SPECIAL COMPENSATION OPTION")
exercisable for a compensation option (the "COMPENSATION OPTION") which, upon
exercise will entitle the Agent to purchase the number of Units equal to 10% of
the total number of Special Warrants sold at a price per Unit that is equal to
the Issue Price of each Special Warrant, for a period of two years from the
Closing Date.

17.      COSTS

You acknowledge and agree that, except as specified in the Agency Agreement, all
costs and expenses incurred by you (including any fees and disbursements of any
special counsel retained by you) relating to the purchase of the Special
Warrants by you shall be borne by you.

18.      ASSIGNMENT

None of the parties to this Subscription Agreement may assign any rights or
benefits under this Subscription Agreement, including the benefit of any
representation, warranty or covenant, without the prior written consent of the
other parties.

19.      ENUREMENT

This Subscription Agreement enures to the benefit of and is binding upon the
parties and their respective heirs, executors, administrators and other legal
representatives, successors (including any successor by reason of amalgamation
or statutory arrangement of any party) and permitted assigns.

20.      ENTIRE AGREEMENT

This Subscription Agreement constitutes the entire agreement of the parties
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to in this Subscription Agreement.

21.      LANGUAGE

The undersigned hereby acknowledges that it has consented and requested that all
documents evidencing or relating in any way to the sale of the Special Warrants
be drawn up in the English language only. Nous, soussignes, reconnaissons par
les presentes avoir consenti et demande que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente de ces actions soient rediges en
anglais seulement.


                                       17
<PAGE>


22.      TIME OF ESSENCE

Time is of the essence of this Subscription Agreement.

23.      COUNTERPARTS, ETC.

This Subscription Agreement may be executed in several counterparts, each of
which when so executed is deemed to be an original and such counterparts
together constitute one and the same instrument. Counterparts may be executed
either in original or faxed form and the parties adopt any signatures received
by a receiving fax machine as original signatures of the parties.

24.      EFFECT OF HEADINGS

The section and paragraph headings herein are for convenience only and do not
affect the construction hereof.

25.      SEVERABILITY

The invalidity or enforceability of any provisions hereof in no way affect the
validity or enforceability of any other provision.

26.      GOVERNING LAW

This Subscription Agreement is governed by the laws of the Province of British
Columbia and the laws of Canada applicable therein. The Subscriber irrevocably
attorns to the non-exclusive jurisdiction of the court of the Province of
British Columbia.

27.      CURRENCY

All references in this Agreement to currency amounts are indicated in terms of
Canadian dollars.


                                       18

<PAGE>

                                  SCHEDULE "A"
                       VOICE MOBILITY INTERNATIONAL, INC.

                                   TERM SHEET
<TABLE>

<S>                         <C>
THE ISSUER:                   Voice Mobility International, Inc. (the "Company").

OFFERING:                     Special Warrants at a price of Cdn.$2.00 per Special Warrant (the "Issue Price") for aggregate gross
                              proceeds of up to Cdn. $15,000,000.

TERMS OF SPECIAL WARRANTS:    Each Special Warrant is exercisable, without payment of additional consideration, into one Unit of the
                              Company (a "Unit"). Each Unit consists of one Common Share (a "Unit Share") and one-half Warrant of
                              the Company. Each whole Warrant (a "Warrant") entitles the holder to acquire one Common Share (a
                              "Warrant Share") at a price of Cdn.$2.25 at any time on or before a date which is two years from the
                              Closing Date. The Units, Unit Shares, Warrants and Warrant Shares are collectively referred to as the
                              "Underlying Securities").

MINIMUM SUBSCRIPTION          75,000 Special Warrants (Cdn.$150,000) in the Province of Ontario and such other minimum number of
                              Special Warrants as is prescribed by securities legislation in other Qualifying Jurisdictions.

CLOSING DATE:                 March 27, 2001, or such other date as is agreed upon by the Lead Agent and the Company
                              (the "Closing Date").

QUALIFYING JURISDICTIONS:     Ontario, British Columbia, Alberta, the United States of America (and such other jurisdictions as are
                              agreed upon by the Company and the Lead Agent).

SPECIAL WARRANTS:             The Special Warrants will be issued pursuant to a special warrant indenture containing standard
                              anti-dilution protections (including in the case of dividends paid in the ordinary course), which
                              protections will be operative from the Closing Date. The Special Warrants are exercisable by the
                              holders thereof at any time after their issuance and, if not previously exercised or repurchased,
                              will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day
                              (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with
                              regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the Warrant
                              Shares is declared effective by the United States Securities and Exchange Commission under the UNITED
                              STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the last of the
                              securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying
                              Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at the Closing
                              Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants for
                              distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the listing of the
                              Company's common shares on The Toronto Stock Exchange becomes effective, being the time its common
                              shares are posted for trading.

ESCROW:                       The net proceeds (gross proceeds less Agents' fees and expenses) from the sale of the Special Warrants
                              will be deposited in escrow with a trust company mutually agreeable to the Company and the Lead Agent,
                              to be released to the Company on the exercise or deemed exercise of the Special Warrants, provided
                              that certain subscribers ("Non-Escrowed Subscribers") may agree to permit the release of their
                              subscription proceeds to the Company on the Closing Date. The subscription proceeds from the balance
                              of the Subscribers ("Escrowed Subscribers") shall be held in escrow as provided above. Notwithstanding
                              the above, net proceeds that are required to be deposited in escrow for the purpose of obtaining
                              approval to list the Company's common shares on The Toronto Stock Exchange shall not be released to
                              the Company on the Closing Date, but shall be deposited in escrow as provided above.

</TABLE>

                                      A-1

<PAGE>

<TABLE>

<S>                          <C>
EXCHANGE, PENALTY AND
REPURCHASE PROVISIONS:        The Company will use its best efforts to file a prospectus qualifying the Unit Shares and Warrants to
                              be issued in exchange for the Special Warrants in Ontario (and such other provinces as may be agreed
                              to by the Company and the Lead Agent) as soon as practicable after the Closing Date. If the
                              Qualification Deadline has not occurred on or prior to the date that is 120 days following the
                              Closing Date or such later date as may be determined at the sole discretion of the Lead Agent, each
                              Special Warrant will be exercisable for 1.1 Units. The Company will continue to use all reasonable
                              commercial efforts to obtain a receipt for the prospectus after 120 days after the Closing Date.

                              In the event a TSE listing of the Company's Common Shares has not been achieved prior to the date
                              six (6) months following the Closing Date, the Escrowed Subscribers shall be entitled, at their option
                              (the "Repurchase Option"), until the Time of Expiry, to require the Company to repurchase their
                              Special Warrants from legally available funds at the Issue Price plus accrued interest.

LEAD AGENT:                   Loewen, Ondaatje, McCutcheon Limited

CO-AGENTS:                    Acumen Capital Finance Partners Limited
                              Paradigm Capital Inc.

AGENTS' COMMISSION:           The Agents will be paid at the closing of the sale of Special Warrants a commission of 7% of the gross
                              proceeds of this Offering, which commission and the expenses of the Agents (including the fees of the
                              Agents' legal counsel) will be fully paid in cash on the Closing Date out of the proceeds of the
                              Offering. In addition, the Agents shall receive a Special Compensation Option, exercisable for a
                              Compensation Option which, in the aggregate, upon exercise will entitle the Agents to purchase for a
                              period of two years from the Closing Date the number of Units that is equal to 10% of the number of
                              Special Warrants sold, at a price per Unit that is equal to the issue price of each Special Warrant.
                              The terms of the commission, the Special Compensation Option and the Compensation Option shall be
                              subject to regulatory approval.

SUBSCRIPTION:                 Persons wishing to subscribe for Special Warrants must complete and sign a Subscription Form and
                              deliver a cheque to the Lead Agent not later than one business day prior to the Closing Date.

USE OF PROCEEDS:              The proceeds from the sale of the Special Warrants will be expended by the Company to finance its
                              growth strategy. Specifically, the proceeds will be allocated to sales and marketing, research and
                              development, working capital purposes and potential acquisitions.

RESALE RESTRICTIONS:          The Special Warrants will be issued pursuant to exemptions from prospectus requirements of applicable
                              securities legislation and will be subject to resale restrictions under that legislation.

                              If the Company is unable to obtain a receipt for a final prospectus in any Qualifying Jurisdiction and
                              an effective Registration Statement, the Underlying Securities will be subject to statutory hold
                              periods during which time these securities may not be resold in such Qualifying Jurisdictions.

                              In addition, if any Special Warrants are exercised prior to the issuance of receipts for a final
                              prospectus and/or an effective Registration Statement by the securities commissions in any of the
                              Qualifying Jurisdictions, the Underlying Securities will be subject to statutory restrictions on
                              resale.

                              The Company intends to file a prospectus to qualify the Underlying Securities only in the Qualifying
                              Jurisdictions. Accordingly, the Underlying Securities that are acquired outside

</TABLE>


                                       A-2
<PAGE>

<TABLE>

<S>                      <C>
                              of the Qualifying Jurisdictions may be subject to resale restrictions.

                              The Special Warrants are not transferable without the prior written consent of the Company. This
                              restriction shall not, however restrict the exercise of the Special Warrants for the Units. Absent an
                              effective Registration Statement, the Warrants are not transferable without the prior written consent
                              of the Company.

FOREIGN SALES:                The Special Warrants may be sold outside of Canada pursuant to applicable exemptions.
</TABLE>


                                      A-3

<PAGE>

                                  SCHEDULE "B"
                                  FORM 20A (IP)

                        SECURITIES ACT (BRITISH COLUMBIA)

ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER

1.       I have agreed to purchase from Voice Mobility International, Inc.
         (the "Issuer")

                                         Special Warrants (the "Securities")
         -------------------------------  of the Issuer.
         [number of Special Warrants]

2.       I am purchasing the Securities as principal and, on closing of the
         agreement of purchase and sale, I will be the beneficial owner of the
         Securities.

3.       I [circle one] have/have not received an offering memorandum describing
         the Issuer and the Securities.

4.       I acknowledge that:

         (a)      no securities commission or similar regulatory authority has
                  reviewed or passed on the merits of the Securities, AND

         (b)      there is no government or other insurance covering the
                  Securities, AND

         (c)      I may lose all of my investment, AND

         (d)      there are restrictions on my ability to resell the Securities
                  and it is my responsibility to find out what those
                  restrictions are and to comply with them before selling the
                  Securities, AND

         (e)      I WILL NOT receive a prospectus that the BRITISH COLUMBIA
                  SECURITIES ACT (the "Act") would otherwise require be given to
                  me because the Issuer has advised me that it is relying on a
                  prospectus exemption, AND

         (f)      because I am not purchasing the Securities under a prospectus,
                  I will not have the civil remedies that would otherwise be
                  available to me, AND

         (g)      the Issuer has advised me that it is using an exemption from
                  the requirement to sell through a dealer registered under the
                  Act, except purchases referred to in paragraph 5(g), and as a
                  result I do not have the benefit of any protection that might
                  have been available to me by having a dealer act on my behalf.

5.       I also acknowledge that: [CIRCLE ONE]

         (a)      I am purchasing Securities that have an aggregate acquisition
                  cost of $97,000 or more, OR

         (b)      my net worth, or my net worth jointly with my spouse at the
                  date of the agreement of purchase and sale of the securities,
                  is not less than $400,000, OR

         (c)      my annual net income before tax is not less than $75,000, or
                  my annual net income before tax jointly with my spouse is not
                  less than $125,000, in each of the two most recent calendar
                  years, and I reasonably expect to have annual net income
                  before tax of not less than $75,000 or annual net income
                  before tax jointly with my spouse of not less than $125,000 in
                  the current calendar year, OR

         (d)      I am registered under the Act, OR

         (e)      I am a spouse, parent, brother, sister or child of a senior
                  officer or director of the Issuer, or of an affiliate of the
                  Issuer, OR

         (f)      I am a close personal friend of a senior officer or director
                  of the Issuer, or of an affiliate of the Issuer, OR



                                       B-1
<PAGE>

         (g)      I am purchasing securities under section 128(c) ($25,000 -
                  registrant required) of the Rules, and I have spoken to a
                  person [NAME OF REGISTERED PERSON:] --------------------------
                  (the "Registered Person") who has advised me that the
                  Registered Person is registered to trade or advise in the
                  Securities and that the purchase of the Securities is a
                  suitable investment for me.

6.       If I am an individual referred to in paragraph 5(b), 5(c), or 5(d), I
         acknowledge that, on the basis of information about the Securities
         furnished by the Issuer, I am able to evaluate the risks and merits of
         the Securities because: [CIRCLE ONE]

         (a)      of my financial, business or investment experience, OR

         (b)      I have received advice from a person [NAME OF ADVISER:]
                                              (the "Adviser") who has advised me
                  ---------------------------
                  that the Adviser is:

                  (i)      registered to advise, or exempted from the
                           requirement to be registered to advise, in respect of
                           the Securities, and

                  (ii)     not an insider of, or in a special relationship with,
                           the Issuer.

The statements made in this report are true.

DATED                       , 2001.
      ---------------------

                                              ----------------------------------
                                                     Signature of Purchaser

                                              ----------------------------------
                                                      Name of Purchaser

                                              ----------------------------------

                                              ----------------------------------
                                                     Address of Purchaser


                                      B-2



<PAGE>


                                  SCHEDULE "C"

                   CONTRACTUAL RIGHT OF ACTION FOR RESCISSION

(1)      In the event that a holder of Special Warrants, who acquires Unit
         Shares and Warrants of the Company upon the exercise of the Special
         Warrants, is or becomes entitled under Applicable Securities Laws to
         the remedy of rescission by reason of the Prospectus qualifying the
         distribution of the Unit Shares and Warrants on exercise of the Special
         Warrants, or any amendment thereto, containing a misrepresentation, the
         Subscriber is entitled to rescission not only of the Subscriber's
         exercise of its Special Warrants but also of the private placement
         transaction pursuant to which the Special Warrants were initially
         acquired, and is entitled in connection with such rescission to a full
         refund of all consideration paid to the Company on the acquisition of
         the Special Warrants. The provisions hereof are a direct contractual
         right extended by the Company alone (but specifically not by the
         directors or officers of the Company or by the Agent) to holders of
         Special Warrants, permitted assignees of such holders and to holders of
         Unit Shares and Warrants acquired by such holders on exercise of the
         Special Warrants, and are in addition to any other right or remedy
         available to a holder of Special Warrants under section 130 of the
         SECURITIES ACT (Ontario), equivalent provisions of the securities
         legislation of any other province of Canada in which Special Warrant
         purchasers are resident, or otherwise at law, and are subject to the
         provisions of section (2) below, and the defences, limitations and
         other provisions described under the Applicable Securities Laws or
         otherwise available.

(2)      No action may be commenced to enforce the foregoing rights of action
         for rescission more than 180 days after the Closing Date.

(3)      The Company agrees that the benefit of the covenant contained in
         section (1) above is deemed to pass with any permitted and lawful
         assignment or transfer of Special Warrants in accordance with the
         Special Warrant Indenture and the Subscriber agrees to extend
         explicitly the benefit of such covenant (but without liability to the
         Subscriber) to any permitted and lawful assignee or transferee of
         Special Warrants registered in the name of the Subscriber.

(4)      All capitalized terms in this Schedule that are defined in the
         Subscription Agreement between the Subscriber and the Company have the
         meanings given to them in the Subscription Agreement.




                                      C-1


<PAGE>

                                  SCHEDULE "D"

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND


TO:   VOICE MOBILITY INTERNATIONAL, INC.

         The undersigned (a) acknowledges that the sale of the securities of
Voice Mobility International, Inc. (the "Company") to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies
that (1) it is not an affiliate of the Company (as defined in Rule 405 under the
1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believe that the buyer was outside the United States, or (B) the
transaction was executed on or through the facilities of The Toronto Stock
Exchange or any other designated offshore securities market, as defined in
Regulation S, and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States, (3)
neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any directed selling efforts in
the United States in connection with the offer and sale of such securities, (4)
the sale is BONA FIDE and not for the purpose of "washing off" the resale
restrictions imposed because the securities are "restricted securities" (as such
term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not
intend to replace the securities sold in reliance on Rule 904 of the 1933 Act
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the 1933 Act. Terms used herein have the meanings
given to them by Regulation S.


Dated:                               By:
                                          --------------------------------------

                                     Name:
                                          --------------------------------------

                                     Title:
                                           -------------------------------------




                                      D-1




<PAGE>

                                  SCHEDULE "E"

                   CERTIFICATION BY FOREIGN PORTFOLIO MANAGER

The undersigned is purchasing securities of Voice Mobility International, Inc.
(the "Issuer").

The undersigned hereby certifies that:

         (a)      it is purchasing securities of the Issuer on behalf of managed
                  accounts for which it is making the investment decision to
                  purchase these securities and has full discretion to purchase
                  or sell securities for such accounts without requiring the
                  client's express consent to a transaction;

         (b)      it carries on the business of managing the investment
                  portfolios of clients through discretionary authority granted
                  by those clients (a "portfolio manager" business) in --------
                  [jurisdiction], and it is permitted by law to carry on a
                  portfolio manager business in that jurisdiction;

         (c)      it was not created solely or primarily for the purpose of
                  purchasing securities of the Issuer;

         (d)      the total asset value of the investment portfolios it manages
                  on behalf of clients is not less than $20,000,000; and

         (e)      the Issuer has provided it with a list of the directors,
                  senior officers and other insiders of the Issuer, and the
                  persons that carry on investor relations activities for the
                  Issuer (which list is attached as a schedule to this Form),
                  and it does not believe, and has no reasonable grounds to
                  believe, that any of those persons has a beneficial interest
                  in any of the managed accounts for which it is purchasing,
                  except as follows:

----------------------------------------------------------
(name of insider(s) or person(s) carrying on investor
relations activities for the Issuer that have a beneficial
interest in an account)

The undersigned acknowledges that it is bound by the provisions of the British
Columbia SECURITIES ACT including, without limitation, sections 87 and 111
concerning the filing of insider reports and reports of acquisitions.


                                             Dated at
                                                     ---------------------------

                                             this      day of             , 2001
                                                  ----        ------------

                                             -----------------------------------
                                             (Name of Purchaser - please print)

                                             -----------------------------------
                                             (Authorized Signature)

                                             -----------------------------------
                                             (Official Capacity - please print)

                                             -----------------------------------
                                             (please print name of individual
                                             whose signature appears above,
                                             if different from name of
                                             purchaser printed above)










                                      E-1