Exhibit 4.33

                             FORM OF PROMISSORY NOTE

                        UNSECURED DEMAND PROMISSORY NOTE

US$7,500,000                                                     OTTAWA, ONTARIO

                                                         DATE: FEBRUARY 27, 2003

FOR VALUE RECEIVED the undersigned  unconditionally promises to pay on demand to
WESLEY CLOVER  CORPORATION  (the "Lender") or to its order, at 555 Legget Drive,
Tower B, Suite  534,  Ottawa,  Ontario  K2K 2X3,  in lawful  money of the United
States,   the  amount  of  SEVEN   MILLION   FIVE   HUNDRED   THOUSAND   DOLLARS
(US$7,500,000),  and to pay interest  from the date of this Note on the said sum
or the amount from time to time remaining  unpaid at the rate per annum which is
equal to the interest rate  established and announced by Royal Bank of Canada as
its Prime Rate for  Canadian  dollar  denominated  commercial  loans  (currently
4.5%),  calculated  and payable on the last Business Day in Ottawa,  Ontario for
each of the following months - April, July, October and January, both before and
after demand,  default and  judgement  and to pay on demand  interest on overdue
interest at the  aforementioned  rate compounded  quarterly on the last Business
Day in Ottawa,  Ontario on each of the following months - April,  July,  October
and January, before and after judgement.

"Business  Day"  means  any day,  other  than a  Saturday  or  Sunday,  on which
chartered  banks in Ottawa,  Ontario are open for  commercial  banking  business
during normal banking hours.

The undersigned  waives demand,  presentment for payment,  notice of non-payment
and  notice of  protest  of this  Note.  No  failure  or delay by the  Lender in
exercising  any right  under this Note shall  operate as a waiver of such right,
nor shall any  single or  partial  exercise  of any right  exclude  the  further
exercise  thereof or the exercise of any other  right.  The  undersigned  hereby
waives the right to assert in any action or proceeding  with regard to this Note
any setoffs or counterclaims which the undersigned may have.

The  Lender   acknowledges  that  this  Note  is  subject  to  the  terms  of  a
Subordination Agreement to be entered into between the undersigned,  the Lender,
Bank of Montreal as administrative  agent,  and/or an agreement in substantially
similar form to be entered  into  between  such  parties and Export  Development
Canada, and any purchaser,  assignee or transferee of this Note will be required
to execute and deliver to such lenders, a subordination  agreement substantially
in the form of such Subordination Agreement.

This Note shall be governed by and construed in accordance  with the laws of the
Province of Ontario and the laws of Canada applicable therein and shall enure to
the benefit of the Lender,  its  successors  and assigns and shall be binding on
the undersigned and its successors.

     DATED February 27, 2003.

                                        MITEL NETWORKS CORPORATION

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:
<PAGE>

                             FORM OF PROMISSORY NOTE

                        UNSECURED DEMAND PROMISSORY NOTE

CDN $4,000,000                                                   OTTAWA, ONTARIO

                                                         DATE: FEBRUARY 26, 2003

FOR VALUE RECEIVED the undersigned  unconditionally promises to pay on demand to
WESLEY CLOVER  CORPORATION  (the "Lender") or to its order, at 555 Legget Drive,
Tower B, Suite 534, Ottawa,  Ontario K2K 2X3, in lawful money of the Canada, the
amount of FOUR MILLION  DOLLARS  (CDN$4,000,000),  and to pay interest  from the
date of this  Note on the said sum or the  amount  from  time to time  remaining
unpaid at the rate per annum which is equal to the interest rate established and
announced  by  Royal  Bank of  Canada  as its  Prime  Rate for  Canadian  dollar
denominated  commercial  loans (currently  4.5%),  calculated and payable on the
last Business Day in Ottawa,  Ontario for each of the following  months - April,
July, October and January,  both before and after demand,  default and judgement
and to pay on demand  interest on overdue  interest at the  aforementioned  rate
compounded quarterly on the last Business Day in Ottawa,  Ontario on each of the
following months - April, July, October and January before and after judgement.

"Business  Day"  means  any day,  other  than a  Saturday  or  Sunday,  on which
chartered  banks in Ottawa,  Ontario are open for  commercial  banking  business
during normal banking hours.

The undersigned  waives demand,  presentment for payment,  notice of non-payment
and  notice of  protest  of this  Note.  No  failure  or delay by the  Lender in
exercising  any right  under this Note shall  operate as a waiver of such right,
nor shall any  single or  partial  exercise  of any right  exclude  the  further
exercise  thereof or the exercise of any other  right.  The  undersigned  hereby
waives the right to assert in any action or proceeding  with regard to this Note
any setoffs or counterclaims which the undersigned may have.

The  Lender   acknowledges  that  this  Note  is  subject  to  the  terms  of  a
Subordination Agreement to be entered into between the undersigned,  the Lender,
Bank of Montreal as administrative  agent,  and/or an agreement in substantially
similar form to be entered  into  between  such  parties and Export  Development
Canada, and any purchaser,  assignee or transferee of this Note will be required
to execute and deliver to such lenders, a subordination  agreement substantially
in the form of such Subordination Agreement.

This Note shall be governed by and construed in accordance  with the laws of the
Province of Ontario and the laws of Canada applicable therein and shall enure to
the benefit of the Lender,  its  successors  and assigns and shall be binding on
the undersigned and its successors.

       DATED February 26, 2003.

                                         MITEL NETWORKS CORPORATION

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                             FORM OF PROMISSORY NOTE

                        UNSECURED DEMAND PROMISSORY NOTE

CDN $6,000,000                                                   OTTAWA, ONTARIO

                                                         DATE: FEBRUARY 26, 2003

FOR VALUE RECEIVED the undersigned  unconditionally promises to pay on demand to
WESLEY CLOVER  CORPORATION  (the "Lender") or to its order, at 555 Legget Drive,
Tower B, Suite 534, Ottawa,  Ontario K2K 2X3, in lawful money of the Canada, the
amount of SIX MILLION DOLLARS (CDN$6,000,000), and to pay interest from the date
of this Note on the said sum or the amount from time to time remaining unpaid at
the rate per annum which is equal to the interest rate established and announced
by Royal  Bank of Canada  as its  Prime  Rate for  Canadian  dollar  denominated
commercial loans (currently  4.5%),  calculated and payable on the last Business
Day in Ottawa,  Ontario for each of the following months - April,  July, October
and January,  both before and after demand,  default and judgement and to pay on
demand  interest  on overdue  interest  at the  aforementioned  rate  compounded
quarterly on the last  Business Day in Ottawa,  Ontario on each of the following
months - April, July, October and January before and after judgement.

"Business  Day"  means  any day,  other  than a  Saturday  or  Sunday,  on which
chartered  banks in Ottawa,  Ontario are open for  commercial  banking  business
during normal banking hours.

The undersigned  waives demand,  presentment for payment,  notice of non-payment
and  notice of  protest  of this  Note.  No  failure  or delay by the  Lender in
exercising  any right  under this Note shall  operate as a waiver of such right,
nor shall any  single or  partial  exercise  of any right  exclude  the  further
exercise  thereof or the exercise of any other  right.  The  undersigned  hereby
waives the right to assert in any action or proceeding  with regard to this Note
any setoffs or counterclaims which the undersigned may have.

The  Lender   acknowledges  that  this  Note  is  subject  to  the  terms  of  a
Subordination Agreement to be entered into between the undersigned,  the Lender,
Bank of Montreal as administrative  agent,  and/or an agreement in substantially
similar form to be entered  into  between  such  parties and Export  Development
Canada, and any purchaser,  assignee or transferee of this Note will be required
to execute and deliver to such lenders, a subordination  agreement substantially
in the form of such Subordination Agreement.

This Note shall be governed by and construed in accordance  with the laws of the
Province of Ontario and the laws of Canada applicable therein and shall enure to
the benefit of the Lender,  its  successors  and assigns and shall be binding on
the undersigned and its successors.

       DATED February 26, 2003.

                                            MITEL NETWORKS CORPORATION

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title: