Exhibit 4.6

                           MITEL NETWORKS CORPORATION

                     2004 U.S. EMPLOYEE STOCK PURCHASE PLAN

                                   Article I.
                                     PURPOSE

      1.1 Purpose.

      The Mitel Networks Corporation 2004 U.S. Employee Stock Purchase Plan (the
"Plan") is intended to provide a method whereby employees of Mitel Networks,
Inc. and its wholly-owned subsidiary, Mitel Networks Solutions, Inc., and any
other Subsidiary Corporation (as such term is defined below) of Mitel Networks
Corporation (the "Issuer") (such entities being hereinafter collectively
referred to, unless the context otherwise requires, as the "Company") will have
an opportunity to acquire a proprietary interest in the Issuer through the
purchase of the Issuer's common shares, without par value ("Common Shares").

                                  Article II.
                                   DEFINITIONS

In addition to the terms defined elsewhere in the Plan, the following terms when
used in the Plan shall have the following meanings:

      2.1 Base Pay means Straight-Time Earnings (as such term is defined below)
during the applicable period; provided, however, that for a Commissioned
Employee (as such term is defined below), Base Pay shall also include the amount
of any commissions or bonus compensation paid to such Commissioned Employee
during the relevant period and reflected in the category of "commissions" on
such Commissioned Employee's pay stub for such period.

      2.2 Commissioned Employee means any employee who is targeted to receive at
least thirty (30%) percent of his or her total compensation through incentive
based compensation (e.g., bonuses and commissions).

      2.3 Committee means the individuals described in Article VIII of this
Plan.

      2.4 Company Loan means a loan by the Issuer to a participant (as such term
is defined in Section 3.3 below) in the Plan in a principal amount determined by
the participant not to exceed the Maximum Loan Amount, which Company Loan shall
be repaid by means of payroll deduction in accordance with the Repayment
Schedule (as such term is defined below).

      2.5 Employee means any person who is customarily employed on the U.S.
payroll on a full-time or part-time basis by the Company and is regularly
scheduled to work 20 hours or more per week.

      2.6 Employee Stock Purchase Agreement means a stock purchase agreement,
substantially in the form of Exhibit A hereto.


<PAGE>

      2.7 IPO means the first time a registration statement filed under the
Securities Act of 1933, as amended (the "1933 Act"), and respecting an
underwritten primary offering by the Issuer of Common Shares, is declared
effective under the 1933 Act and the Common Shares registered by that
registration statement are issued and sold by the Issuer (otherwise than
pursuant to the exercise of any overallotment option). For the avoidance of
doubt, the term IPO does not include the filing of a registration statement on
Form S-8.

      2.8 Loan Documents means (i) a promissory note substantially in the form
of Exhibit B annexed hereto (the "Note") and (ii) a pledge agreement
substantially in the form of Exhibit C hereto (the "Pledge Agreement").

      2.9 Maximum Loan Amount means, as to each participant, the lesser of (i)
Sixteen Thousand Eight Hundred Seventy-eight ($16,878) Dollars and (ii) the
maximum principal amount that can be repaid in accordance with the Repayment
Schedule such that the aggregate payroll deductions for such participant during
the one-year period following commencement of repayment of the Company Loan or,
if applicable, the two-year period following commencement of repayment of the
Company Loan shall not exceed 25% of such participant's Base Compensation during
the 12 months immediately preceding the Offering Commencement Date (as such term
is defined below).

      2.10 Minimum Purchase Amount means the U.S. dollar equivalent of Cdn. $500
(based on the foreign exchange rate as of noon on the third business day
preceding the Purchase Closing Date).

      2.11 Offering has the meaning set forth in Section 4.1.

      2.12 Offering Commencement Date means November 30, 2004.

      2.13 Purchase Closing Date means December 17, 2004 or such later date not
later than February 18, 2005 as is designated by the Committee as the Purchase
Closing Date.

      2.14 Repayment Schedule means (i) if the principal amount of a Company
Loan is the U.S. dollar equivalent of Cdn. $10,000 or less, 26 equal bi-weekly
installments commencing on January 28, 2005 (or if the Purchase Closing Date is
later than December 17, 2004, the first payroll date following the funding of
the Company Loan on or about the Purchase Closing Date) and continuing for an
additional 25 consecutive pay periods thereafter and (ii) if the principal
amount of a Company Loan is more than the U.S. dollar equivalent of Cdn.
$10,000, 26 equal bi-weekly installments of the U.S. dollar equivalent of Cdn.
$10,000 divided by 26, commencing on January 28, 2005 (or if the Purchase
Closing Date is later than December 17, 2004, the first payroll date following
the funding of the Company Loan on or about the Purchase Closing Date) and
continuing for an additional 25 consecutive pay periods thereafter, and the
remaining principal balance in 26 equal bi-weekly installments commencing on
January 27, 2006 (or if the Purchase Closing Date is later than December 17,
2004, the 27th payroll date following the commencement of repayment of the
Company Loan) and continuing for an additional 25 consecutive pay periods
thereafter.

      2.15 Straight-Time Earnings means, for the applicable period,
straight-time earnings, excluding overtime, shift premium, bonuses, special
payments, commissions and marketing


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incentives; provided, however, that for represented employees, Straight-Time
Earnings includes the Geographic and Microsoft Certified Service Engineer (MCSE)
differentials.

      2.16 Subsidiary Corporation means any present or future corporation which
(i) is a subsidiary corporation of the Issuer as that term is defined in Section
424(f) of the Internal Revenue Code of 1986, as amended, and (ii) is designated
a participating employer in the Plan by the Committee.

                                  Article III.
                          ELIGIBILITY AND PARTICIPATION

      3.1 Initial Eligibility.

      Any employee who is an Employee of the Company on the Offering
Commencement Date shall be eligible to participate in the Offering.

      3.2 Leave of Absence.

      For purposes of participation in the Plan, a person on leave of absence
who shall otherwise qualify as an Employee shall be deemed to be an Employee for
the first 90 days of such leave of absence and shall cease to be considered an
Employee after such 90th day unless such Employee shall have returned to regular
full-time or part-time employment prior to the close of business on such 90th
day. Termination by the Company of any Employee's leave of absence prior to the
Purchase Closing Date, other than termination of such leave of absence on a
return to full-time or part-time employment, shall terminate an Employee's
status as an Employee for all purposes of the Plan and shall therefore terminate
such Employee's participation in the Plan.

      3.3 Enrollment in the Plan.

      An eligible Employee may become a participant in the Plan (a
"participant") by submitting an application for participation, on a form
provided by the Company, to the Corporate Secretary of Mitel Networks, Inc. (the
"Corporate Secretary"). Such form (the "Plan Enrollment Form") must specify
whether the participant will be paying for his or her shares by means of (i)
proceeds of a Company Loan, (ii) a single lump sum cash payment as provided in
Section 5.2(b) or (iii) a combination of Company Loan proceeds and a single lump
sum cash payment. Each participant in the Plan must execute and deliver to the
Corporate Secretary (together with the Plan Enrollment Form) an Employee Stock
Purchase Agreement. A participant who wishes to pay for his or her shares in
whole or in part by means of a Company Loan must also complete and sign the Loan
Documents and the portion of the Plan Enrollment Form authorizing repayment of
the Company Loan through payroll deduction. The Plan Enrollment Form, Employee
Stock Purchase Agreement and Loan Documents must be received by the Company on
or before December 17, 2004 in order for a participant to purchase Common Shares
in the Offering. Payroll deductions for a participant shall commence on January
28, 2005 (or if the Purchase Closing Date is later than December 17, 2004, the
first payroll date following the funding of the Company Loan on or about the
Purchase Closing Date), and shall end on the date that the principal amount and
all accrued and unpaid interest, if any, under such participant's Note shall be
paid in full.


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<PAGE>

                                  Article IV.
                                    OFFERING

      4.1 Offering.

      The Plan will be implemented by one offering (the "Offering") of Common
Shares, such Common Shares to be issued and sold on the Purchase Closing Date.

      Each participant in the Plan must invest at least the Minimum Purchase
Amount. If a participant will use the proceeds of a Company Loan to pay all or
part of the purchase price for the Common Shares to be purchased by such
participant on the Purchase Closing Date, then the maximum number of Common
Shares that may be purchased by such participant shall be such that the required
installment payments during the 12 month period following the Purchase Closing
Date (and, if applicable, the succeeding 12 month period) on the Company Loan
made to such participant shall not exceed 25% of such participant's Base Pay in
the 12 months immediately preceding the Offering Commencement Date.

                                   Article V.
                  CLOSING OF SALE OF SHARES; REPAYMENT OF LOANS

      5.1 Amount of Payroll Deduction for Repayment of Company Loans.

      If a participant elects to purchase all or part of the Common Shares to be
purchased by him or her using the proceeds of a Company Loan, such Company Loan
shall be repaid in accordance with the Repayment Schedule set forth in the Note
executed and delivered by such participant. Each Note shall include an
authorization by the applicable participant to make such installment payments
via payroll deduction. Such payroll deductions shall be made in each payroll
period commencing on the first payroll date following the Purchase Closing Date
and continuing in accordance with the Repayment Schedule and shall be in the
amount set forth in the Note (such amount, the "Deduction Amount"). Each Note
may be prepaid in whole but not in part at any time without penalty provided the
maker is not then in default of its obligations under the Note or other Loan
Documents. Interest will not be charged on the principal amount of a Company
Loan provided the participant is not in default under any of its obligations
under the Note or other Loan Document. Simple interest will be charged on any
overdue amounts, at the rate of 10% per annum, and such interest will be payable
on demand. Under the terms of the Pledge Agreement, the Issuer has a security
interest in all of the Common Shares purchased by a participant who has paid for
his or her Common Shares in whole or in part with the proceeds of a Company Loan
until the principal amount and all accrued and unpaid interest, if any, is paid
in full.

      5.2 Participant's Account.

            (a) All payroll deductions made for a participant shall be credited
to his or her outstanding loan balance under the Note, first in satisfaction of
any accrued and unpaid interest and thereafter to the principal amount
outstanding.

            (b) In lieu of (or in addition to) taking a Company Loan, a
participant in the Offering may make a single lump sum payment that, when added
to the principal amount of the


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Company Loan, if any, equals the aggregate purchase price for the Common Shares
to be purchased by such participant. Any such lump sum payment by the
participant must be received by the Corporate Secretary no later than December
17, 2004 (or such later date not later than February 18, 2005 as may be
designated by the Committee). Checks shall be made payable to Mitel Networks
Corporation.

      5.3 Purchase Price.

      The purchase price for each Common Share to be purchased pursuant to the
Offering shall be the U.S. dollar equivalent of Cdn. $1.00 (based on the foreign
exchange rate as of noon on the third business day preceding the Purchase
Closing Date).

      5.4 Delivery of Shares.

      Share certificates evidencing ownership of Common Shares purchased by a
participant under the Plan (other than Common Shares pledged to secure repayment
of a Company Loan pursuant to a Pledge Agreement as hereinafter described) shall
be delivered as promptly as practicable following the Purchase Closing Date to
such participant. Share certificates evidencing ownership of Common Shares
purchased by a participant under the Plan either in whole or in part using the
proceeds of a Company Loan shall be pledged by the participant to the Issuer
pursuant to the terms of the Pledge Agreement as security for the repayment of
such Company Loan. Subject to the terms of the applicable Loan Documents, share
certificates representing Common Shares purchased pursuant to the Plan in whole
or in part using the proceeds of a Company Loan will be delivered to each such
participant as promptly as practicable after repayment in full of the principal
of and all accrued and unpaid interest, if any, on the Company Loan.

                                  Article VI.
                            TERMINATION OF EMPLOYMENT

      6.1 Termination of Employment.

      Upon termination of an Employee's employment with the Company for any
reason whatsoever, including but not limited to retirement, death, voluntary
resignation or termination by the Company with or without cause, prior to the
Purchase Closing Date, the former Employee shall cease to eligible to be a
participant in the Plan, and the Employee Stock Purchase Agreement executed and
delivered by such former Employee shall terminate and all amounts paid by such
former Employee on account of the purchase of Common Shares pursuant to the Plan
will be returned to him or her. Upon termination of an Employee's employment for
any reason whatsoever, including but not limited to retirement, death, voluntary
resignation or termination by the Company with or without cause, on or after the
Purchase Closing Date and while a Company Loan to such former employee remains
outstanding, then the entire outstanding loan balance, inclusive of principal
and accrued interest, if any, will become immediately due and payable by the
participant to the Issuer on the date which has been designated by the Company
as the last day of the participant's employment (notwithstanding any period of
statutory, contractual or reasonable notice that the Company may be required at
law to provide to the participant).


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<PAGE>

      6.2 Leave of Absence.

      A participant on leave of absence, subject to and as provided in Section
3.2, shall continue to be a participant in the Plan so long as such participant
is on continuous leave of absence. A participant with a Company Loan who is not
receiving his or her regular compensation during a leave of absence shall be
required to make regular installment payments on his or her Note in an amount
equal to the applicable Deduction Amount by delivering to the Corporate
Secretary a check payable to Mitel Networks Corporation on or before the
applicable payroll date.

                                  Article VII.
                                      STOCK

      7.1 Maximum Shares.

      The maximum number of Common Shares which shall be issued under the Plan
shall be Two Million (2,000,000) shares in the Offering. If the total number of
shares for which subscriptions are received on the Purchase Closing Date exceeds
the maximum number of shares for the Offering, the Company shall make a pro rata
allocation of the shares available for delivery and distribution in as nearly a
uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of the accounts of participants under the Plan shall
be returned to participants as soon as practicable thereafter.

      7.2 Registration of Shares.

      Participants shall be treated as the record owners of the shares purchased
on the Purchase Closing Date effective as of such date. Shares purchased by a
participant under the Plan will be registered in the name of the participant.

                                 Article VIII.
                                 ADMINISTRATION

      8.1 Appointment of Committee.

      The Issuer's Board of Directors shall appoint a committee (the
"Committee") to administer the Plan, which shall consist of no fewer than three
(3) members. Initially, the Committee shall consist of the following
individuals:

                           Paul Butcher

                           Edward J. Silberhorn

                           John Uehling

      8.2 Authority of Committee.

      Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or


                                       6
<PAGE>

advisable for administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive.

      8.3 Rules Governing the Administration of the Committee.

      The Board may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and may fill
vacancies, however caused, in the Committee. The Committee may select one of its
members as its Chairman and shall hold its meetings at such times and places as
it shall deem advisable and may hold telephonic meetings. A majority of its
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. The Committee may correct any defect or
omission or reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable. Any decision or determination reduced to writing
and signed by a majority of the members of the Committee shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

                                  Article IX.
                                  MISCELLANEOUS

      9.1 Designation of Beneficiary.

            (a) A participant may file a written designation of a beneficiary
who is to receive any shares instead of the participant in the event of the
death of the participant. Such designation of beneficiary may be changed by the
participant at any time by written notice to the Corporate Secretary. Upon the
death of a participant and upon receipt by the Company of proof of identity and
existence at the participant's death of a beneficiary validly designated by him
or her under the Plan, the Company shall deliver shares (or cash, as the case
may be) subject to and in accordance with Section 5.4 to such beneficiary,
subject to the terms of the Loan Documents executed by such participant.

            (b) In the event of the death of a participant and in the absence of
a beneficiary validly designated under the Plan who is living at the time of
such participant's death, the Company shall deliver shares (or cash, as the case
may be) subject to and in accordance with Section 5.4 to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares and/or cash to the spouse or to any
one or more dependents of the participant as the Company may designate, subject
to the terms of the Loan Documents executed by such participant. Such delivery
will be in full satisfaction of the Company's obligation to the participant and
the Company shall have no further liability with respect to the participant's
account under the Plan.

            (c) No beneficiary shall, prior to the death of the participant by
whom such beneficiary has been designated, acquire any interest in the shares or
cash credited to the participant under the Plan.


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<PAGE>

      9.2 Transferability.

      No rights with regard to the receipt of shares under the Plan may be
assigned, transferred, pledged, or otherwise disposed of in any way by the
participant prior to the Purchase Closing Date. Any such attempted assignment,
transfer, pledge or other disposition shall be without effect. From and after
the Purchase Closing Date, the Common Shares purchased by a participant may be
sold, transferred or otherwise disposed of only in accordance with all
applicable federal and state securities laws and, in any event, subject to the
provisions of the Pledge Agreement, if any, applicable to such Common Shares.
Notwithstanding the foregoing, pursuant to the Employee Stock Purchase
Agreement, each participant agrees not to sell any Common Shares held by such
participant for a period not to exceed 180 days following consummation of an IPO
by the Issuer.

      9.3 Use of Funds.

      All funds received or held by the Company under this Plan may be used by
the Company for any corporate purpose and the Company shall not be obligated to
segregate such funds.

      9.4 Amendment and Termination.

      The Board may amend, suspend or terminate the Plan at any time. In the
event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or on a
designated date occurring prior to the Purchase Closing Date. If the rights to
purchase shares under the Plan are terminated prior to the Purchase Closing
Date, all funds contributed to the Plan that have not been used to purchase
shares shall be returned to the participants as soon as practicable.

      9.5 Effective Date.

      The Plan shall become effective as of November 30, 2004.

      9.6 No Employment Rights.

      The Plan does not, directly or indirectly, create in any Employee or class
of Employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an Employee's employment at any time.

      9.7 Effect of the Plan.

      The provisions of the Plan shall, in accordance with its terms, be binding
upon, and inure to the benefit of, all successors of each participant of the
Plan, including, without limitation, such participant's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
participant.


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<PAGE>

      9.8 Governing Law.

      The laws of the State of Delaware will govern all matters relating to this
Plan except to the extent superseded by the laws of the United States.


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<PAGE>

                                                                       Exhibit A

                            STOCK PURCHASE AGREEMENT

      This Agreement is made as of the date set forth on the signature page
hereof (the "Effective Date"), between Mitel Networks Corporation, a Canadian
corporation (the "Issuer"), and the employee of Mitel Networks, Inc. or Mitel
Networks Solutions, Inc. (each of which is a Delaware corporation and subsidiary
of the Issuer) whose name appears on the signature page hereof (the
"Purchaser"). In consideration of the agreements set forth below, the Issuer and
the Purchaser agree as follows:

      1. Purchase Pursuant to Plan. The purchase (the "Purchase") of the
Issuer's common shares, without par value ("Common Shares"), by the Purchaser
pursuant to the Mitel Networks Corporation 2004 U.S. Employee Stock Purchase
Plan (the "Plan") is subject to the following terms and conditions and to the
provisions of the Plan, the terms of which are incorporated by reference herein.
Common Shares purchased pursuant to the Plan are referred to herein as the
("Purchased Shares").

      2. Payment for Common Shares. The Purchaser hereby agrees to purchase the
number of Common Shares set forth on the signature page hereof at a purchase
price of CDN$1.00 per share. The purchase price for the Purchased Shares shall
be paid on the Purchase Closing Date (as defined in the Plan) by (i) delivery of
cash or check payable to the order of the Issuer in the full amount of the
purchase price, (ii) subject to the provisions of the Plan relating to Company
Loans, execution and delivery of a Note (as defined in the Plan) in favor of the
Issuer for the full amount of the purchase price or (iii) execution and delivery
of a Note in favor of the Issuer in partial payment of the purchase price for
the Purchased Shares and the balance of such purchase price in cash or by check
to the order of the Issuer. The Note shall be payable by means of payroll
deductions in accordance with the Repayment Schedule specified therein and shall
be secured by a pledge of the Purchased Shares in accordance with the Pledge
Agreement (as defined in the Plan).

      3. Rights as Stockholder. Upon payment of the purchase price for the
Purchased Shares as provided in Section 2 hereof on the Purchase Closing Date,
the Purchaser shall be entitled to all of the rights of a shareholder with
respect to the Purchased Shares, including the right to vote such shares and to
receive dividends and other distributions payable with respect to such shares.
In the event of any change in the outstanding Common Shares resulting from a
subdivision or consolidation of shares, whether through reorganization,
recapitalization, share split, reverse share split, share distribution or
combination of shares or the payment of a share dividend, the Purchased Shares
shall be treated in the same manner in any such transaction as other Common
Shares.

      4. Registration of Share Certificates. Certificates for the Purchased
Shares shall be issued in the Purchaser's name and held by the Issuer and
delivered to the Purchaser subject to and in accordance with Section 5.4 of the
Plan.

      5. Lock-up Agreement. In the event the Issuer proposes to consummate an
IPO (as defined in the Plan), the Purchaser will execute and deliver a "lock-up"
or similar agreement pursuant to which the Purchaser agrees not to sell or
transfer any Common Shares held by the Purchaser for a period not to exceed 180
days and containing such other customary terms and conditions as may be
requested by the underwriter in connection with the IPO.

      6. Government Regulations. Notwithstanding anything contained herein to
the contrary, the obligation of the Issuer to issue or deliver certificates
evidencing the Purchased Shares shall be subject to all applicable laws, rules
and regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      7. Governing Law. This Agreement shall be construed under the laws of the
State of Delaware.


<PAGE>

      IN WITNESS WHEREOF, the Issuer, each Subsidiary and the Purchaser have
caused this Purchase Agreement to be entered into on the date first above
written.

                            Purchaser:

                            ___________________________________________________
                            Signature of Purchaser

                            ___________________________________________________
                            Name of Purchaser (please print clearly)

                            ___________________________________________________
                            Date of Execution by Purchaser (please insert date)

                            ___________________________________________________
                            Number of Purchased Shares (please insert number)

                            ___________________________________________________
                            Mitel Networks Corporation

                            By: _______________________________________________
                                  Name:
                                  Title:


                                      -2-
<PAGE>

                                                                       Exhibit B

                                 PROMISSORY NOTE

[NOT TO EXCEED $16,878]                                      [Insert Date, 200_]
                                                               Herndon, Virginia

      FOR VALUE RECEIVED,  the undersigned  employee of Mitel Networks,  Inc. or
Mitel Networks Solutions,  Inc. (the "Payor"),  with an address set forth on the
signature  page  hereto,  promises  to  pay  to  the  order  of  Mitel  Networks
Corporation,  a corporation  organized  under the laws of Canada  ("Payee") with
offices at 350 Legget Drive,  Ottawa,  Ontario,  Canada, the principal amount of
_____________________________  ($_______) Dollars (the "Principal  Amount"),  in
lawful currency of the United States of America, as follows:

            (i) The first [US equivalent of CDN$10,000] of the Principal  Amount
shall be due and payable in 26 equal bi-weekly  installments of $_________,  the
first such installment being due on January 28, 2005 (or if the Purchase Closing
Date is later than  December 17, 2004,  the first  payroll  date  following  the
funding  of the  Company  Loan  on or  about  the  Purchase  Closing  Date)  and
continuing for an additional 25 consecutive pay periods thereafter;

            (ii)  The  remaining   balance  of  the  Principal   Amount,   being
[US$_______]  shall be due and  payable in 26 equal  bi-weekly  installments  of
$_________  commencing  on January 27, 2006 (or if the Purchase  Closing Date is
later than December 17, 2004, the 27th payroll date  following the  commencement
of  repayment  of  the  Company  Loan)  and  continuing  for  an  additional  25
consecutive pay periods thereafter.

      If at any time  prior to  payment  in full of the  Principal  Amount,  the
Payor's employment with Mitel Networks, Inc., Mitel Networks Solutions,  Inc. or
any parent, subsidiary or affiliated corporation of either of them (such entity,
as the case may be, the "Employer") ends for any reason whatsoever (irrespective
of the time,  manner or cause of such  cessation),  then the entire  outstanding
loan  balance,  including  principal and accrued  interest,  if any, will become
immediately  due and payable by the Payor to the Payee on the date that has been
designated  by  the  Employer  as  the  last  day  of  the  Payor's   employment
(notwithstanding any period of statutory,  contractual or reasonable notice that
may be required at law to be provided by the  Employer to the Payor).  If at any
time prior to payment in full of the Principal Amount, the Payor is on long-term
disability  or other  unpaid  leave,  such  that the  Payor  will not be able to
continue  repaying the Principal  Amount through payroll  deductions,  the Payor
will deliver to the Payee monthly checks in the same amount as the  installments
which the Payor was paying through payroll deductions prior to such leave.

      The Principal Amount shall not bear interest  provided an Event of Default
(as hereinafter  defined) shall not have occurred and be continuing.  During the
continuance  of an Event of Default,  simple  interest  on the unpaid  Principal
Amount shall accrue at the rate of 10% per annum and be payable on demand.

      This Note is issued by the Payor in accordance with the terms of the Mitel
Networks Corporation 2004 U.S. Employee Stock Purchase Plan (the "Plan") as full
or partial payment in connection with the purchase by the Payor of common shares
without par value  ("Common  Shares") of the Payee  pursuant to a Stock Purchase
Agreement,  dated the date hereof,  and is entitled to the benefits thereof.  In
the event of any conflict between the provisions of this Note and the provisions
of the Plan, the provisions of the Plan shall prevail.


<PAGE>

      2. Events of Default.

            a. Upon the occurrence of any of the following  events  (hereinafter
called "Events of Default") which shall have occurred and be continuing:

            (i) The  Payor  shall  fail to make  any  payment  of  principal  or
interest  when due under this Note  (including,  but not limited to, any payment
required  to be made by payroll  deduction  and any  payment  due as a result of
termination of employment or temporary  leave of absence as provided  above) and
shall fail to cure such default within five days after notice thereof; or

            (ii) (1) The Payor shall  commence  any  proceeding  or other action
relating to him in bankruptcy or seek  readjustment of his debts,  receivership,
composition or any other relief under the Bankruptcy  Act, as amended,  or under
any other  insolvency,  readjustment of debt or any other similar act or law, of
any jurisdiction,  domestic or foreign,  now or hereafter  existing;  or (2) the
Payor  shall  admit the  material  allegations  of any  petition  or pleading in
connection with any such proceeding; or (3) the Payor makes a general assignment
for the benefit of his creditors; or

            (iii) (1) The  commencement  of any proceedings or the taking of any
other  action  against the Payor in  bankruptcy  or seeking the  reorganization,
arrangement  or  readjustment  of his  debts,  or any  other  relief  under  the
Bankruptcy Act, as amended, or under any other insolvency,  readjustment of debt
or any other similar act or law of any jurisdiction, domestic or foreign, now or
hereafter existing and the continuance of any of such events for sixty (60) days
undismissed,  unbonded  or  undischarged;  or (2) the  issuance  of a warrant of
attachment,  execution  or  similar  process  against  substantially  all of the
property  of the Payor and the  continuance  of such event for thirty  (30) days
undismissed, unbonded and undischarged;

then,  and in any such  event,  the Payee may,  by written  notice to the Payor,
declare  the entire  unpaid  principal  amount of this Note,  together  with all
accrued  but  unpaid  interest  thereon,  due and  payable,  and the same  shall
forthwith become due and payable upon without presentment,  demand,  protest, or
other notice of any kind, all of which are expressly waived.

            b. Non-Waiver and Other  Remedies.  No course of dealing or delay on
the part of the  holder of this Note in  exercising  any right  hereunder  shall
operate as a waiver  thereof or otherwise  prejudice the rights of the holder of
this Note.  No remedy  conferred  hereby  shall be exclusive of any other remedy
referred to herein or now or hereafter  available at law, in equity,  by statute
or otherwise.

      3. Security.

            a.  Pledge  Agreement.  This Note is secured  by a Pledge  Agreement
between the Payor and the Payee, dated the date hereof (the "Pledge Agreement"),
pursuant  to which the Payor has  pledged the Common  Shares as  collateral  for
payment hereunder.

            b. Recourse. In the event the amount actually applied to the payment
of  principal  of this Note after  payment of costs and expenses and accrued but
unpaid  interest  hereon  upon any  sale or  foreclosure  by the  Payee of or in
respect of the Common Shares (or any other


                                      -2-
<PAGE>

collateral held as security for this Note) pursuant to the Pledge Agreement (the
"Net Proceeds"), or otherwise, is less than the original Principal Amount hereof
reduced by any payments of  principal  theretofore  made by the Payor,  then the
Payor shall be liable to the Payee for the full amount of such deficiency.

      4. Prepayment.  The indebtedness  evidenced by this Note may be prepaid by
the Payor at any time in whole or in part from time to time,  without premium or
penalty,  provided  that  any  prepayment  of any  portion  of  the  outstanding
principal  amount hereof shall be accompanied by all accrued but unpaid interest
thereon.

      5.  Lost  Documents.  Upon  receipt  by the Payor of  evidence  reasonably
satisfactory to him of the loss,  theft,  destruction or mutilation of this Note
or any Note exchanged for it, and (in the case of loss, theft or destruction) of
indemnity reasonably satisfactory to him, and upon reimbursement to the Payor of
all reasonable expenses incidental thereto,  and upon surrender and cancellation
of such Note, if mutilated, the Payor will make and deliver to the Payee in lieu
of such Note a new Note of like tenor and unpaid  principal  amount and dated as
of the original date of this Note.

      6. No Presentment, etc.

      The Payor and any  endorsers,  sureties and  guarantors of this Note waive
presentment  for  payment,  demand,  protest,  notice of  protest  and notice of
dishonor hereof, and all other notices to which they may be entitled.

      7. Miscellaneous.

            a. Parties in Interest.  All covenants,  agreements and undertakings
in this Note by and on behalf of any of the parties  hereto shall bind and inure
to the benefit of the respective permitted successors and assigns of the parties
hereto whether so expressed or not.

            b.  Notices.  All notices,  requests,  consents and demands shall be
made in writing and shall be mailed,  by  registered or certified  mail,  return
receipt requested, or delivered by overnight courier or by hand, to the intended
recipient  at the  "Address for  Notices"  specified  below  Payor's name on the
signature  page hereof;  or, as to either party,  at such other address as shall
hereafter be designated by such party in a notice to the other party.  Except as
otherwise  provided  in the  Agreement,  all  notices  and other  communications
hereunder  shall be deemed to have been duly given when received by the intended
recipient.

            c. Waiver.  The failure of the Payee to exercise any right or remedy
granted to him hereunder on any one or more  instances,  shall not  constitute a
waiver of any  default by the Payee,  and all such  rights  and  remedies  shall
remain  continuously  in  force.  No  delay  or  omission  in  the  exercise  or
enforcement  by the Payee of any  rights or  remedies  shall be  construed  as a
waiver of any right or remedy of the Payee;  and no exercise or  enforcement  of
any such right or remedy  shall be held to exhaust  any other right or remedy of
the Payee.

            d.  Illegality.  If any one or more of the  provisions  contained in
this Note shall for any reason be held to be invalid,  illegal or unenforceable,
such invalidity, illegality or


                                      -3-
<PAGE>

unenforceability  shall not  affect any other  provisions  of this Note and this
Note shall be construed as if such invalid,  illegal or unenforceable  provision
had never been contained herein.

            e. Amendment.  This Note may not be changed  orally,  but only by an
instrument in writing duly executed by the party  against which  enforcement  of
any waiver, change, modification or discharge is sought.

            f.  Construction.  This Note  shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.

      IN WITNESS WHEREOF, this Note has been executed and delivered by the Payor
on the date specified above.

                                             By: _______________________________
                                                 Signature of Employee

                                                 _______________________________
                                                 Name of Employee (please print)

ACCEPTED:

Mitel Networks Corporation

_____________________________
By:
Title:


                                      -4-
<PAGE>

                                                                       Exhibit C

                                PLEDGE AGREEMENT

      PLEDGE  AGREEMENT  (this  "Agreement"),  entered into as of the ___ day of
____________,  200_ by and between Mitel Networks Corporation  ("Secured Party")
and the  individual  whose  name  appears  on the  signature  page  hereto  (the
"Pledgor").

                              W I T N E S S E T H:

      WHEREAS, Pledgor has purchased from the Secured Party common shares in the
number  specified  on the  signature  page  hereto  ("Common  Shares")  of Mitel
Networks  Corporation,  a  corporation  organized  under  laws  of  Canada  (the
"Corporation"),  in accordance  with the Mitel  Networks  Corporation  2004 U.S.
Employee  Stock  Purchase  Plan (the "Plan") and pursuant to the Stock  Purchase
Agreement,  dated  the  date  hereof,  between  Pledgor  and the  Secured  Party
(collectively the "Stock Purchase Agreement"); and

      WHEREAS,  Pledgor has agreed to pledge the Common  Shares as security  for
the Promissory Note, dated the date hereof,  made by Pledgor to the order of the
Secured Party pursuant to the Stock Purchase Agreement (the "Note").

      NOW,  THEREFORE,  in consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

      1. Warranty and Covenant.  Pledgor  represents and warrants to the Secured
Party that  except for the  security  interest  created  hereby,  and except for
restrictions  imposed by the Plan,  the Stock  Purchase  Agreement or applicable
law, he or she owns the Common  Shares free and clear of all liens,  charges and
encumbrances and that he or she has the unencumbered right to pledge such Common
Shares pursuant to the terms hereof.

      2. Pledge.  As security for the prompt  payment and  performance  when due
(whether at stated  maturity,  by acceleration or otherwise) of all indebtedness
and all other  liabilities  and  obligations,  whether now existing or hereafter
arising,  of  Pledgor to the  Secured  Party  under or  arising  out of the Note
(collectively, the "Obligations"),  Pledgor hereby delivers, pledges and assigns
to Secured  Party and  creates  in  Secured  Party a  perfected  first  security
interest in all of Pledgor's  right,  title and interest in, to and under all of
the Common Shares,  together with (subject to the terms of Section 3 hereof) all
rights and privileges of Pledgor with respect thereto, all proceeds,  income and
profits  thereof and all  property  received in  addition  thereto,  in exchange
thereof or in substitution therefor and in any other property or assets of equal
value as may from time to time be substituted by mutual agreement of the parties
hereto as  collateral  security  hereunder  (all such  property of Pledgor being
hereinafter referred to collectively as the "Collateral").

      3. Rights of Pledgor. So long as no Default has occurred and is continuing
(as used,  herein,  the term "Default" shall mean and include (i) the failure of
Pledgor  to  perform  any  of  his  Obligations  when  due,  (ii)  any  material
misrepresentation  by  Pledgor  in or  with  respect  to any  provision  of this
Agreement or the Note,  or (iii) any  attachment  of the  Collateral at any time
pursuant  to any court  order or other  legal  process),  (a)  Pledgor  shall be
entitled to vote or consent  with  respect to the  Collateral  in any manner not
inconsistent with this Agreement or the Note,


<PAGE>

and (b) all cash distributions with respect to the Common Shares shall, anything
in Section 2 or elsewhere  herein to the contrary  notwithstanding,  be the sole
and exclusive property of Pledgor.

      4.  Event  of  Default.  In the  event  of the  occurrence  of an Event of
Default, as such term is defined in the Note, and the continuation of such Event
of Default uncured beyond any applicable  notice or other grace period,  Secured
Party may sell or  otherwise  dispose of the  Collateral  at a public or private
sale or make other commercially  reasonable disposition of the Collateral or any
portion thereof after twenty-one (21) calendar days' notice to the Pledgor.  Any
proceeds of the disposition of the Collateral in excess of the then  outstanding
Obligations shall promptly be remitted to Pledgor by the Secured Party.

      If any consent, approval or authorization of any state, municipal or other
governmental  department,  agency or authority should be necessary to effectuate
any sale or other disposition of the Collateral,  or any partial  disposition of
the  Collateral,  Pledgor  agrees to  execute  all such  applications  and other
instruments  as may be required in  connection  with  securing any such consent,
approval or authorization, and will otherwise use his reasonable best efforts to
secure the same.  Pledgor  further  agrees to use his  reasonable  best  efforts
(without  incurring any additional cost or expense) to secure such sale or other
disposition of the  Collateral as the Secured Party may deem necessary  pursuant
to the terms of this Agreement.

      5.  Additional  Rights of the Secured Party. In addition to its rights and
privileges  under this  Agreement,  the Secured Party shall have all the rights,
powers and privileges of a secured party under the Uniform Commercial Code as in
effect in any applicable jurisdiction.

      6. Binding Agreement.  The Agreement shall be construed and interpreted in
accordance  with the  internal  laws of the  State  of  Delaware  applicable  to
agreements  made and to be performed  wholly  within the State of Delaware.  The
Agreement,  together  with all  documents  referred to herein,  constitutes  the
entire  agreement  between the  parties  with  respect to the matters  addressed
herein and may not be modified  except by a writing  executed by Pledgor and the
Secured Party.

      7.  Termination.  The  Agreement  shall  continue in full force and effect
until all the Obligations  shall have been fully and indefeasibly  paid in full.
Upon  such  payment,  the  Secured  Party  shall  deliver  to  the  Pledgor  the
certificates representing the Common Shares included in the Collateral, pursuant
to and as provided in the Plan.

      8.  Further  Assurances.  Pledgor  shall at any time and from time to time
upon the written request of the Secured Party,  execute and deliver such further
documents  and do  such  further  acts  and  things  as the  Secured  Party  may
reasonably request in order to effect the purposes of this Agreement.

      9. Severability.  If any paragraph herein, or part thereof,  shall for any
reason be held or adjudged to be invalid,  illegal or unenforceable by any court
of  competent  jurisdiction,  such  paragraph  or part  thereof  so  adjudicated
invalid,  illegal  or  unenforceable  shall be  deemed  separate,  distinct  and
independent,  and the remainder of this Agreement shall remain in full force and
effect and shall not be affected by such holding or adjudication.


                                      -2-
<PAGE>

      10. Successors and Assigns.  This Agreement,  and the terms and conditions
hereof,  shall be binding upon and shall inure to the benefit of the Pledgor and
his  successors  and  assigns,  and the  Secured  Party and its  successors  and
assigns;  provided  that  Pledgor  may not assign or  delegate  his  obligations
hereunder  without  the  prior  written  consent  of the  Secured  Party and any
purported  assignment or delegation by Pledgor of his  obligations  hereunder in
the absence of such written consent shall be void.

      11. Notices. All notices and other communication provided for herein shall
be in writing and mailed,  by  registered  or  certified  mail,  return  receipt
requested,  or  delivered  by  overnight  courier  or by hand,  to the  intended
recipient at the "Address for Notices" specified below the intended  recipient's
name on the signature page hereof; or, as to either party, at such other address
as shall  hereafter be  designated by such party in a notice to the other party.
Except  as  otherwise  provided  in  this  Agreement,   all  notices  and  other
communications  hereunder  shall be deemed to have been duly given when received
by the intended recipient.

      12.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterpart  copies,  each of which  shall be  deemed  an  original,  but  which
together shall constitute a single instrument.

      13. Headings.  Descriptive  headings  appearing herein are included solely
for  convenience  of  reference  and are not  intended  to affect the meaning or
construction of any of the provisions of this Agreement.


                                      -3-
<PAGE>

      IN WITNESS  WHEREOF,  the  undersigned  parties  hereto have  executed the
Agreement, as of the day and year first above written.

                                           _____________________________________
                                           Signature of  Pledgor

                                           _____________________________________
                                           Name of  Pledgor (please print)

                                           Address for Notices:

                                           _____________________________________

                                           MITEL NETWORKS CORPORATION

                                           By: _________________________________
                                           Name:
                                           Title:
                                           Address for Notices:
                                           c/o Edward J. Silberhorn, Esq.
                                           Mitel Networks, Inc.
                                           205 Van Buren Street, Suite 400
                                           Herndon, VA  22070


                                      -4-
<PAGE>

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR  VALUE  RECEIVED  the  undersigned,  __________________________,  does
hereby  sell,   assign  and  transfer   unto   ____________________   __________
(__________) common shares of Mitel Networks  Corporation,  standing in the name
of the undersigned on the books of said  corporation  represented by Certificate
No.  _____  herewith  and  does  hereby   irrevocably   constitute  and  appoint
______________________________  to  transfer  the said stock on the books of the
within named corporation with full power of substitution in the premises.

      This  Stock  Assignment  may be used only in  accordance  with the  Pledge
Agreement   between  Mitel  Networks   Corporation  and  the  undersigned  dated
_________,2004.

Dated: _______________, _____              Signature: __________________________

INSTRUCTIONS:  Please do not fill in any blanks other than the  signature  line.
The purpose of this assignment is to enable the Company to exercise its right to
sell or otherwise  dispose of the shares in connection  with an Event of Default
as set forth in the Pledge Agreement, without requiring additional signatures on
the part of the Purchaser