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                                                                     EXHIBIT 4.7

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

            REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April
27, 2005, by and among Mitel Networks Corporation, a corporation incorporated
under the laws of Canada, with headquarters located at 350 Legget Drive, Ottawa,
Ontario, Canada, K2K 2W7 (the "COMPANY"), and the undersigned buyers (each, a
"BUYER", and collectively, the "BUYERS").

            WHEREAS:

            A. The Company has authorized the issuance of US$55,000,000
aggregate principal amount of its Senior Secured Convertible Notes (the
"NOTES"), which will, among other things, be convertible into Common Shares (as
defined below) (as converted, the "CONVERSION SHARES") in accordance with the
terms of the Notes.

            B. In connection with the Securities Purchase Agreement by and among
the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"),
the Company has agreed, upon the terms and subject to the conditions set forth
in the Securities Purchase Agreement, to issue and sell to the Buyers the Notes
and 16,500,000 warrants (the "WARRANTS"), which will be exercisable to purchase
Common Shares (as exercised collectively, the "WARRANT SHARES").

            C. To induce the Buyers to execute and deliver the Securities
Purchase Agreement, the Company has agreed to provide certain registration
rights under the United States Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
"1933 ACT"), and applicable state securities laws.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Buyers hereby agree as follows:

            1. Definitions.

            Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Securities Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

            "1933 ACT" has the meaning set forth in Recital C hereto.

            "1934 ACT" means the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder or any similar successor
statute.

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the

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direction of the management or policies of such Person whether through the
ownership of voting securities or by agreement or otherwise.

            "APPLICABLE REGISTRATION STATEMENT" has the meaning set forth in
Section 2.2(b) hereof.

            "BUSINESS DAY" means any day other than Saturday, Sunday or any
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.

            "BUYERS" has the meaning set forth in the preamble of this
Agreement.

            "CLOSING DATE" means the date of the closing of the sale of the
Notes as contemplated by the Securities Purchase Agreement.

            "COMMON SHARES" means the common shares, no par value, of the
Company, as it exists on the date of this Agreement and any other shares of
capital stock or other securities of the Company into which such Common Shares
may be reclassified or changed, together with any and all other securities which
may from time to time be issuable upon conversion of Notes or exercise of
Warrants.

            "COMPANY" has the meaning set forth in the preamble of this
Agreement.

            "CONVERSION SHARES" has the meaning set forth in Recital A of this
Agreement.

            "EFFECTIVE DATE" means the date the Registration Statement is
declared effective by the SEC.

            "EXISTING REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights Agreement, dated as of April 23, 2004, among the Company and EdgeStone
Capital Equity Fund II-B GP, Inc., EdgeStone Capital Equity Fund II Nominee,
Inc., Mitel Systems Corporation, Mitel Knowledge Corporation, Zarlink
Semiconductor Inc., Power Technology Investment Corporation and Wesley Clover
Corporation.

            "EXISTING DEMAND REGISTRATION RIGHTS" means the registration rights
set forth in Section 2.1 of the Existing Registration Rights Agreement.

            "EXISTING INCIDENTAL REGISTRATION RIGHTS" means the registration
rights set forth in Section 2.3 of the Existing Registration Rights Agreement.

            "HOLDER" means a Person who is a holder or beneficial owner of
Transfer Restricted Securities; provided that, unless otherwise expressly stated
herein, a holder of Notes or Warrants shall be deemed to be a holder of such
Transfer Restricted Securities into which such Notes are convertible and such
Warrants are exercisable.

            "HOLDER INFORMATION" with respect to any Holder means information
with respect to such Holder required to be included in any Registration
Statement or the related Prospectus pursuant to the 1933 Act and which
information is included therein in reliance upon

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and in conformity with information furnished to the Company in writing by such
Holder specifically for inclusion therein.

            "INCIDENTAL REGISTRATION" means a registration required to be
effected by the Company pursuant to Section 2.2.

            "INCIDENTAL REGISTRATION STATEMENT" means a registration statement
of the Company which covers the offer and sale of Transfer Restricted Securities
in respect of an Incidental Registration pursuant to the provisions of Section
2.2 and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference (or
deemed to be incorporated by reference) therein.

            "LEGAL COUNSEL" means one firm or counsel designated by the Company
(and reasonably acceptable to the Majority Holders acting on behalf of the
Holders) to act as counsel for the Holders in connection therewith, which firm
shall be Schulte Roth & Zabel LLP or such other counsel as may reasonably be
acceptable to the Majority Holders.

            "LOSSES" has the meaning set forth in Section 6(d) hereof.

            "MAJORITY HOLDERS" means the Holders of a majority of the Transfer
Restricted Securities.

            "NASD" means the National Association of Securities Dealers, Inc.

            "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE" has the meaning set
forth in Section 2.2(a) of this Agreement.

            "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE PERIOD" has the meaning
set forth in Section 2.2(a) of this Agreement.

            "NON-QUALIFIED IPO" means the initial firm commitment fully
underwritten public offering of the Common Shares by an investment banking firm,
with such Common Shares listed on a securities exchange.

            "NOTES" has the meaning set forth in Recital A hereto.

            "NOTICE AND QUESTIONNAIRE" means a Selling Security Holder Notice
and Questionnaire substantially in the form of Exhibit A attached hereto.

            "NOTICE HOLDER" means any Holder of Transfer Restricted Securities
that has delivered a properly completed and signed Notice and Questionnaire to
the Company in accordance with Section 2.1(b) hereof.

            "PERSON" has the meaning set forth in the Securities Purchase
Agreement.

            "POST-EFFECTIVE AMENDMENT" has the meaning set forth in Section
2.1(b)(ii) of this Agreement.

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            "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the 1933 Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of Transfer Restricted Securities covered by such
Registration Statement, and all amendments and supplements to such prospectus,
including all documents incorporated or deemed to be incorporated by reference
in such prospectus.

            "QUALIFIED IPO" has the meaning set forth in the Notes.

            "QUESTIONNAIRE DEADLINE" has the meaning set forth in Section 2.1
(b) hereof.

            "REGISTRATION STATEMENT" means the Incidental Registration Statement
or the Shelf Registration Statement, as the case may be.

            "RULE 144" means Rule 144 under the 1933 Act (or any successor
provision promulgated by the SEC).

            "RULE 144A" means Rule 144A under the 1933 Act (or any successor
provision promulgated by the SEC).

            "RULE 144(k)" means Rule 144(k) under the 1933 Act (or any successor
provision promulgated by the SEC).

            "RULE 415" means Rule 415 under the 1933 Act (or any successor
provision promulgated by the SEC).

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES PURCHASE AGREEMENT" has the meaning set forth in Recital
B hereto.

            "SHELF REGISTRATION" means a registration effected pursuant to
Section 2.1 hereof.

            "SHELF REGISTRATION PERIOD" has the meaning set forth in Section
2.l(c) hereof.

            "SHELF REGISTRATION STATEMENT" means any "shelf registration
statement of the Company filed pursuant to the provisions of Section 2.1 hereof
which covers resales of the Transfer Restricted Securities on Form S-3 or Form
F-3 or on another appropriate form (as determined by the Company) for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 and
all amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference (or
deemed to be incorporated by reference) therein.

            "SPECIAL INTEREST PAYMENTS" has the meaning set forth in Section
2.1(e) hereof.

            "SPECIAL INTEREST TRIGGER" has the meaning set forth in Section
2.1(e) hereof.

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            "SUSPENSION PERIOD" has the meaning set forth in Section 2.1(d)
hereof.

            "TRANSFER RESTRICTED SECURITIES" means (i) the Conversion Shares
issued or issuable upon conversion of the Notes (and any security issued with
respect thereto upon any stock dividend, stock split or similar event) that are
represented by certificates that bear, or, upon issuance thereof, are required
to bear, a U.S. restricted legend in accordance with the terms of the Securities
Purchase Agreement, and (ii) the Warrant Shares issued or issuable upon exercise
of the Warrants (and any security issued with respect thereto upon any stock
dividend, stock split or similar event) that are represented by certificates
that bear, or, upon issuance thereof, are required to bear, a U.S. restricted
legend in accordance with the terms of the Securities Purchase Agreement, until
the earliest of the date on which the Conversion Shares and the Warrant Shares,
or any security issued with respect thereto upon any stock dividend, stock split
or similar event, as the case may be: (i) has been transferred pursuant to a
Registration Statement or another registration statement covering such
Conversion Shares and Warrant Shares which has been filed with the SEC pursuant
to the 1933 Act, in either case after such registration statement has become
effective and while such registration statement is effective under the 1933 Act;
(ii) has been transferred pursuant to Rule 144; (iii) has been transferred
pursuant to Rule 904 of Regulation S under the 1933 Act; (iv) may be sold or
transferred pursuant to Rule 144(k) (assuming in the case of Warrant Shares that
they are, and will be, issued pursuant to a Cashless Exercise (as defined in the
Warrants)); or (v) ceases to be outstanding.

            "UNDERWRITERS" means the underwriters, if any, of the offering being
registered under the 1933 Act.

            "UNDERWRITTEN OFFERING" means a sale of securities of the Company to
an Underwriter or Underwriters for reoffering to the public.

            "WARRANTS" has the meaning set forth in Recital B hereto.

            "WARRANT SHARES" has the meaning set forth in Recital B hereto.

            All references in this Agreement to financial statements and
schedules and other information which is "contained," "included," or "stated" in
the Registration Statement, any preliminary Prospectus or Prospectus (and all
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information incorporated or deemed
to be incorporated by reference in such Registration Statement, preliminary
Prospectus or Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration Statement, any
preliminary Prospectus or Prospectus shall be deemed to mean and include any
document filed with the SEC under the 1934 Act, after the date of such
Registration Statement, preliminary Prospectus or Prospectus, as the case may
be, which is incorporated or deemed to be incorporated by reference therein.

            2. Registration Statements.

            2.1 Shelf Registration Statement.

                  a. The Company shall, at its expense, prepare and file with
the SEC, promptly following completion of the Qualified IPO, or solely relating
to the Warrant Shares,

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promptly following completion of the first to occur of a Qualified IPO or a
Non-Qualified IPO, a Shelf Registration Statement with respect to resales of the
Transfer Restricted Securities by the Holders from time to time on a delayed or
continuous basis pursuant to Rule 415 and in accordance with the methods of
distribution set forth in such Shelf Registration Statement and thereafter shall
use its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective under the 1933 Act within 180 days after the completion of
the Qualified IPO, or in the case of Warrant Shares, within 180 days after the
completion of the first to occur of a Qualified IPO or a Non-Qualified IPO. The
Company shall supplement or amend the Shelf Registration Statement if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for the Shelf Registration Statement, or by the 1933 Act,
the 1934 Act or the SEC. The Company shall not register any Common Shares or any
other securities for the benefit of any Person other than the Company or, in the
case of a Qualified IPO or a Non-Qualified IPO, a holder of Existing Incidental
Registration Rights, in advance of registering the Transfer Restricted
Securities pursuant to this Section 2.1.

                  b. (i) The Company shall name each Holder that delivers a
properly completed and signed Notice and Questionnaire to the Company as a
selling holder of Transfer Restricted Securities in the Shelf Registration
Statement. A Holder of Transfer Restricted Securities may include such
securities in the Shelf Registration Statement only if the Holder sends by
first-class registered mail or by courier with delivery confirmation, a properly
completed Notice and Questionnaire to the Company. The Company shall deliver the
Notice and Questionnaire to the Holders within five (5) Business Days of
completion of the Qualified IPO, or in the case of Warrant Shares, within five
(5) Business Days of completion of the first to occur of a Qualified IPO or a
Non-Qualified IPO. In order to be included in the Shelf Registration Statement
at the time of its effectiveness, the Notice and Questionnaire must be sent on
or prior to the 10th Business Day after the date the Notice and Questionnaire is
delivered by the Company in accordance with this Section 2.l(b)(i) (or, in the
case of a Holder that is a transferee of Transfer Restricted Securities, on or
prior to the earlier of (x) the 20th Business Day after the completion of the
transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m.,
New York time, on the fifth Business Day prior to initial effectiveness of the
Shelf Registration Statement, in each case provided that the Company has
delivered the Notice and Questionnaire in accordance with this Section
2.1(b)(i)) (in any case, the "QUESTIONNAIRE DEADLINE").

                        (ii) Following the effectiveness of the Shelf
Registration Statement, upon receipt of a completed Notice and Questionnaire
from a Holder, the Company will, as promptly as practicable, but in any event
within ten (10) Business Days after its receipt thereof, file any supplements to
the related Prospectus or file any post-effective amendment to the Shelf
Registration Statement that is required by applicable law to cause a Holder to
be named as a selling securityholder in the Shelf Registration Statement and
permit such Holder to deliver the Prospectus to purchasers of Transfer
Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of
the Company to suspend the use of the Prospectus as described in Section 2.1(d)
hereof); provided, however, that (i) if a supplement to the related Prospectus
is required to permit the Holder (or other Holders not included in the Shelf
Registration Statement upon effectiveness) to deliver the Prospectus to
purchasers of Transfer Restricted Securities, the Company shall not be required
to file more than one (1) such supplement during any thirty (30) day period and
(ii) if a post effective amendment to the Shelf Registration Statement is
required to permit the Holder (or other Holders not included in the Shelf
Registration Statement upon

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effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted
Securities, the Company shall not be required to file more than one (1)
post-effective amendment to the Shelf Registration Statement in any ninety (90)
day period. The Company shall use its reasonable best efforts to cause any such
post-effective amendment to become effective under the 1933 Act as promptly as
is practicable; provided, that if a Notice and Questionnaire is delivered to the
Company during a Suspension Period, the Company shall not be obligated to amend
the Shelf Registration Statement or supplement the Prospectus until the
termination of such Suspension Period.

                        (iii) Each Holder as to which the Shelf Registration
Statement is being effected shall furnish promptly to the Company (x) such other
information as the Company may reasonably request for use in connection with the
Shelf Registration Statement or Prospectus or in any application to be filed
with or under state securities laws and (y) all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not misleading.

                  c. The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended under the 1933 Act in order to permit the Prospectus forming a part
thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders
until there ceases to be any Transfer Restricted Securities outstanding (such
period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order
to fulfill its obligations and this Section 2.1(c): (x) subject to Section
2.1(b)(ii) and 2.1(d), use its reasonable best efforts to prepare and file with
the SEC such amendments and post-effective amendments to the Shelf Registration
Statement as may be necessary to keep the Shelf Registration Statement
continuously effective for the Shelf Registration Period; (y) subject to Section
2.1(b)(ii) and 2.1(d), cause the related Prospectus to be supplemented by any
required supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the 1933 Act; and (z) comply in all
material respects with the provisions of the 1933 Act with respect to the
disposition of all Transfer Restricted Securities covered by the Shelf
Registration Statement during the Shelf Registration Period.

                  d. The Company may suspend the availability of any Shelf
Registration Statement and the use of any Prospectus (the period during which
the availability of any Shelf Registration Statement and any Prospectus may be
suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any
obligation to pay Special Interest Payments pursuant to Section 2.1(e), for a
period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in
the aggregate in any three-month period; or (iii) 90 days in the aggregate
during any 12-month period, in each case only for valid business reasons, to be
determined in good faith by the Company in its reasonable judgment (which shall
not include the avoidance of the Company's obligations hereunder), including,
without limitation, the acquisition or divestiture of assets, pending corporate
developments, events listed in Section 3(c), public filings with the SEC and
similar events; provided, that the Company promptly thereafter complies with the
requirements of Section 3(j) hereof, if applicable, and provided further that,
if a Post-Effective Amendment is required by applicable law to cause a Holder to
be named as a selling securityholder in the Shelf Registration Statement, the
period of time between the filing and the effectiveness of any Post-Effective
Amendment shall be not deemed to be a Suspension Period

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hereunder. The first day of any Suspension Period must be at least two (2)
trading days after the last day of any prior Suspension Period.

                  e. If: (i) the Shelf Registration Statement has not been
declared effective by the SEC on or prior to the date that is 180 days following
the completion of the Qualified IPO, or in the case of Warrant Shares, on or
prior to the date that is 180 days following the completion of the first to
occur of a Qualified IPO or a Non-Qualified IPO; or (ii) the Shelf Registration
Statement is filed and declared effective but shall thereafter cease to be
effective (without being succeeded within 3 Business Days by a replacement Shelf
Registration Statement filed and declared effective) or usable (including as a
result of a Suspension Period) for the offer and sale of Transfer Restricted
Securities for a period of time (including any Suspension Period) which exceeds:
(x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-
month period; or (z) 90 days in the aggregate in any 12-month period (each such
event referred to in clauses (i) and (ii), a "SPECIAL INTEREST TRIGGER"),
provided that any suspension of the Shelf Registration Statement as a result of
the time required by the SEC to declare effective a post- effective amendment to
the Shelf Registration Statement in connection with the Company's obligation to
file such an amendment pursuant to Section 2.1(b)(ii) hereof shall not be
included in the calculation of a Special Interest Trigger; the Company shall pay
to each Notice Holder, as additional Interest (as defined in the Notes) under
any outstanding Notes held by such Notice Holder, during any period in which a
Special Interest Trigger has occurred or is continuing, as partial relief (which
remedy shall not be exclusive of any other remedies available at law or in
equity), in an amount (the "SPECIAL INTEREST PAYMENTS") equal to one-half of one
percent (50 basis points) per annum per US$1,000 principal amount of such
outstanding Notes during which such Special Interest Trigger has occurred and is
continuing, it being understood that all calculations pursuant to this and the
preceding sentence shall be carried out to five decimal places. Following the
cure of all Special Interest Triggers, Special Interest Payments will cease to
accrue with respect to such Special Interest Triggers. All accrued Special
Interest Payments shall be paid by the Company on each Interest Date (as defined
in the Note) to the date of such cure and Special Interest Payments will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Notwithstanding anything in the Agreement to the contrary, Special Interest
Payments shall only be payable to Notice Holders.

                  f. Immediately upon the occurrence or the termination of a
Special Interest Trigger, the Company shall give the Notice Holders, so long as
any Notes remain outstanding, notice of such commencement or termination of the
obligation to pay Special Interest Payments with regard to the Notes, and the
amount thereof and of the nature of the default giving rise to such commencement
or the event giving rise to such termination, as the case may be, and prior to
receipt of such notice the Notice Holders shall be entitled to assume that no
such commencement or termination has occurred.

            2.2 Incidental Registration Statement.

                  a. (i) Following a Qualified IPO or a Non-Qualified IPO, if
the Company at any time or from time to time proposes or is required to register
any of its securities under the 1933 Act (other than (x) in a registration on
Form F-4, S-4, F-8, F-80 or S-8 or any successor form to such forms for
compensatory, bonus or other similar plans, dividend reinvestment plans and
stock purchase plans, or (y) at such times as a Shelf Registration

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Statement is effective) whether or not pursuant to registration rights granted
to other holders of its securities and whether or not for sale for its own
account, the Company shall deliver prompt written notice (which notice shall be
given (i) in the event that the Company has publicly disclosed such proposed
registration, at least thirty (30) calendar days prior to such proposed
registration and (ii) in the event that the Company has not publicly disclosed
such proposed registration (a "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE"), no
more than ten (10) Business Days prior to the filing of such proposed
registration with the SEC (such period not in excess of ten (10) Business Days,
the "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE PERIOD")) to all Holders of its
intention to undertake such registration, describing in reasonable detail the
proposed registration and distribution (including the anticipated range of the
proposed offering price, the class and number of securities proposed to be
registered and the distribution arrangements) and of such Holders' right to
participate in such registration under this Section 2.2 as hereinafter provided.
If the Holder elects to participate in such proposed registration, the Holder
shall keep the contents of any Non-Public Incidental Registration Notice
confidential prior to the filing of such proposed registration with the SEC and
if the Holder has elected not to participate in such proposed registration, the
Holder shall keep the contents of any Non-Public Incidental Registration Notice
confidential during the Non-Public Incidental Registration Notice Period.
Subject to the other provisions of this Section 2.2(a) and Section 2.2(b), upon
the written request of any Holder made within twenty (20) calendar days, or in
the case of a Non-Public Incidental Registration Notice, within five (5)
Business Days, after the receipt of such written notice (which request shall
specify the amount of Transfer Restricted Securities to be registered and the
intended method of disposition thereof), the Company shall effect the
registration under the 1933 Act of all Transfer Restricted Securities requested
by Holders to be so registered (an "INCIDENTAL REGISTRATION"), to the extent
requisite to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Transfer Restricted Securities so to be registered,
by inclusion of such Transfer Restricted Securities in the Incidental
Registration Statement and shall cause such Registration Statement to become and
remain effective with respect to such Transfer Restricted Securities in
accordance with the registration procedures set forth in Section 3. If an
Incidental Registration involves an Underwritten Offering, immediately upon
notification to the Company from the Underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating
Holder. The Holders requesting inclusion in an Incidental Registration may, at
any time prior to the Effective Date of the Incidental Registration Statement
(and for any reason), revoke such request by delivering written notice to the
Company revoking such requested inclusion.

                        (ii) If at any time after giving written notice of its
intention to register any securities and prior to the Effective Date of the
Incidental Registration Statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder and, thereupon, (A) in the case of a
determination not to register, the Company shall be relieved of its obligation
to register any Transfer Restricted Securities in connection with such
registration (but not from its obligation to pay the fees and expenses incurred
in connection therewith as set forth in Section 4), without prejudice, however,
to the Company's obligation to effect a registration under Section 2.1, and (B)
in the case of a determination to delay such registration, the Company shall be
permitted to delay the registration of such Transfer Restricted Securities for
the same period as the delay in registering such other securities; provided,
however, that if such delay shall extend beyond 120 days from the date the

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Company received a request to include Transfer Restricted Securities in such
Incidental Registration, upon making the determination to proceed with such
registration the Company shall again give all Holders the opportunity to
participate therein and shall follow the notification procedures set forth in
the preceding paragraph. There is no limitation on the number of such Incidental
Registrations pursuant to this Section 2.2 which the Company is obligated to
effect.

                        (iii) The registration rights granted pursuant to the
provisions of this Section 2.2 shall be in addition to the registration rights
granted pursuant to the other provisions of Section 2 hereof.

                  b. If an Incidental Registration involves an Underwritten
Offering (on a firm commitment basis), and the sole or the lead managing
Underwriter, as the case may be, of such Underwritten Offering shall advise the
Company in writing (with a copy to each Holder requesting registration) on or
before the date five days prior to the date then scheduled for such offering
that, in its opinion, the amount of securities (including Transfer Restricted
Securities) requested to be included in such registration exceeds the amount
which can be sold in such offering without materially interfering with the
successful marketing of the securities being offered (such writing to state the
basis of such opinion and the approximate number of such securities which may be
included in such offering without such effect), the Company shall include in
such registration, to the extent of the number which the Company is so advised
may be included in such offering without such effect, (i) in the case of a
registration initiated by the Company, (A) first, the securities that the
Company proposes to register for its own account, (B) second, other securities
of the Company to be registered on behalf of holders of Existing Incidental
Registration Rights in accordance with the terms of the Existing Registration
Rights Agreement, (C) third, the Transfer Restricted Securities requested to be
included in such registration by the Holders, allocated pro rata in proportion
to the number of Transfer Restricted Securities requested to be included in such
registration by each of them, and (D) fourth, other securities of the Company to
be registered on behalf of any other Person, and (ii) in the case of a
registration initiated by any Person other than the Company, (A) first, the
securities of the Company to be registered on behalf of holders of Existing
Demand Registration Rights, (B) second, the Transfer Restricted Securities
requested to be included in such registration by the Holders, allocated pro rata
in proportion to the number of Transfer Restricted Securities requested to be
included in such registration by each of them, (C) third, other securities of
the Company to be registered on behalf of any other Person, and (D) fourth, any
securities that the Company proposes to register for its own account; provided,
however, that in the event any Holder who requests to be included in such
registration is not so included with respect to all of the Transfer Restricted
Securities it has requested to be included, and any other Person, other than the
Company, is included in such registration, the Company shall, at its expense,
prepare and file with the SEC, concurrently with the filing of the registration
statement (the "Applicable Registration Statement") for the underwritten
offering described in this Section 2.2(b), a Shelf Registration Statement with
respect to resales, from time to time, of the Transfer Restricted Securities
that were not included in the Applicable Registration Statement, substantially
in accordance with the procedures for Shelf Registration set forth in Section
2.1 hereof and on terms no less favorable to the Holders than the terms and
conditions for the holders of securities under the Applicable Registration
Statement (other than such terms that specifically relate to differences between
the firm commitment underwritten nature of the Applicable Registration

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Statement and the continuous offering nature of the Shelf Registration
Statement), and shall cause such Shelf Registration Statement to become
effective as soon as reasonably practicable.

            3. Registration Procedures.

            In connection with any Registration Statement, the following
provisions shall apply:

                  a. The Company shall: (i) furnish to the Holders, within a
reasonable period of time, but in any event within four (4) Business Days prior
to the filing thereof with the SEC to afford the Holders and their counsel a
reasonable opportunity for review and to participate in the preparation thereof,
a copy of each Registration Statement, and each amendment thereof, and a copy of
each Prospectus, and each amendment or supplement thereto (excluding amendments
caused by the filing of a report under the 1934 Act); and (ii) include
information regarding the Notice Holders and the methods of distribution they
have elected for their Transfer Restricted Securities provided to the Company in
Notice and Questionnaires as necessary to permit such distribution by the
methods specified therein.

                  b. Subject to Section 2.1(d), the Company shall ensure that:
(i) any Registration Statement and any amendment thereto and any Prospectus
forming a part thereof and any amendment or supplement thereto comply as to form
in all material respects with the 1933 Act; (ii) any Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
(iii) any Prospectus forming a part of any Registration Statement, and any
amendment or supplement to such Prospectus, does not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that the Company makes no representation with
respect to any Holder Information.

                  c. The Company, as promptly as reasonably practicable (but in
any event within two (2) Business Days), shall notify each Notice Holder:

                        (i) When a Registration Statement or any post-effective
amendment thereto or any Prospectus or any supplement thereto has been filed
with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective which notice and confirmation can be made at the
election of the Company by making a public announcement thereof by release made
to Reuters Economic Services, Bloomberg Business News or a similar service;

                        (ii) of any request, following effectiveness of the
Registration Statement under the 1933 Act, by the SEC or any other federal or
state governmental authority for amendments or supplements to the Registration
Statement or the Prospectus or for additional information (other than any such
request relating to a review of the Company's 1934 Act filings);

                        (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration

                                       11
<PAGE>

Statement or of any order preventing or suspending the use of any Prospectus or
the initiation or threat of any proceedings for that purpose;

                        (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of the Transfer Restricted Securities included in any Registration
Statement for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose;

                        (v) of the occurrence of, but not the nature of or
details concerning, any event or the existence of any condition that requires
the making of any changes in the Registration Statement or the Prospectus or any
document incorporated by reference therein so that, as of such date, the
statements therein are not misleading and the Registration Statement or the
Prospectus or any document incorporated by reference therein, as the case may
be, does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading;

                        (vi) of the Company's determination that a
post-effective amendment to the Registration Statement is necessary (other than
a post-effective amendment pursuant to Section 2.1(b)(ii)); and

                        (vii) of the commencement (including as a result of any
of the events or circumstances described in paragraph (ii) above) and
termination of any Suspension Period.

                  d. The Company shall use its reasonable best efforts to
obtain: (i) the withdrawal of any order suspending the effectiveness of any
Registration Statement and the use of any related Prospectus; and (ii) the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Transfer Restricted Securities for offer or sale in any
jurisdiction in which they have been qualified for sale, in each case at the
earliest possible time, and shall provide notice to each Notice Holder of the
withdrawal of any such orders or suspensions.

                  e. The Company shall promptly furnish to each Notice Holder,
without charge, at least one copy of any Registration Statement and any
post-effective amendment thereto, excluding all documents incorporated or deemed
to be incorporated therein by reference and all exhibits thereto.

                  f. The Company shall promptly furnish to the Legal Counsel (i)
copies of any correspondence from the SEC or the staff of the SEC to the Company
or its representatives relating to any Registration Statement, (ii) promptly
after the same is prepared and filed with the SEC, one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by a
Notice Holder, and all exhibits and (iii) upon the effectiveness of any
Registration Statement, one copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto.

                                       12
<PAGE>

                  g. The Company shall, at the Effective Date, promptly provide
each Notice Holder a copy of the Prospectus included in the Registration
Statement and during the Shelf Registration Period or the period of time during
which any Incidental Registration Statement is effective, as applicable,
promptly deliver to each Notice Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) included in any Registration
Statement, and any amendment or supplement thereto, as such person may
reasonably request and except as provided in Sections 2.1(d) and 3(r) hereof;
and the Company hereby consents to the use of the Prospectus and any amendment
or supplement thereto by each of the selling Notice Holders in connection with
the offering and sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto.

                  h. The Company shall submit to the SEC, within two (2)
Business Days after the Company learns that no review of a particular
Registration Statement will be made by the staff of the SEC or that the staff
has no further comments on a particular Registration Statement, as the case may
be, a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than 48 hours after the submission of such request.

                  i. Prior to any offering of Transfer Restricted Securities
pursuant to any Registration Statement, the Company shall register or qualify or
cooperate with the Notice Holders and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Transfer Restricted Securities for offer and sale, under
the securities or blue sky laws of such jurisdictions within the United States
as any such Notice Holders reasonably request and shall maintain such
qualification in effect during the Shelf Registration Period or the period of
time during which any Incidental Registration Statement is effective, as
applicable, and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Transfer Restricted
Securities covered by such Registration Statement; provided, however, that the
Company will not be required to: (i) qualify generally to do business as a
foreign, corporation or as a dealer in securities in any jurisdiction where it
is not then so qualified or, (ii) take any action which would subject it to
service of process or taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject.

                  j. The Company shall cooperate with the Notice Holders to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities sold pursuant to any Registration Statement free
of any restrictive legends that are placed on such certificates in accordance
with the Securities Purchase Agreement, the Notes and the Warrants, as
applicable.

                  k. Subject to the exceptions contained in (i) and (ii) of
Section 3(i) above, the Company shall use its reasonable best efforts to cause
the Transfer Restricted Securities covered by the applicable Registration
Statement to be registered with or approved by such other federal, state and
local governmental agencies or authorities, and self-regulatory organizations in
the United States as may be necessary to enable the Notice Holders to consummate
the disposition of such Transfer Restricted Securities as contemplated by the
Registration Statement; without limitation to the foregoing, the Company shall
provide all such information as may be required by the NASD in connection with
the offering under the Registration Statement of the Transfer Restricted
Securities (including, without limitation, such as may be required by NASD

                                       13
<PAGE>

Rule 2710 or 2720), and shall cooperate with each Notice Holder in connection
with any filings required to be made with the NASD by such Notice Holder in that
regard.

                  1. Upon the occurrence of any event described in Section
3(c)(iv) or 3(c)(v) hereof, the Company shall promptly prepare and file with the
SEC a post-effective amendment to any Registration Statement, or an amendment or
supplement to the related Prospectus, or any document incorporated therein by
reference, or file a document which is incorporated or deemed to be incorporated
by reference in such Registration Statement or Prospectus, as the case may be,
so that, as thereafter delivered to purchasers of the Transfer Restricted
Securities included therein, the Registration Statement and the Prospectus, in
each case as then amended or supplemented, will not include an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading and, in the case of a post-effective amendment, use its reasonable
best efforts to cause it to become effective as promptly as practicable;
provided that the Company's obligations under this paragraph (1) shall be
suspended if the Company has suspended the use of the Prospectus in accordance
with Section 2.1(d) hereof and given notice of such suspension to Notice
Holders, it being understood that the Company's obligations under this Section
3(1) shall be automatically reinstated at the end of such Suspension Period.

                  m. The Company shall provide, prior to the effective date of
any Registration Statement hereunder, a CUSIP number for the Transfer Restricted
Securities registered under such Registration Statement.

                  n. The Company shall use its reasonable best efforts to comply
with all applicable rules and regulations of the SEC and shall make generally
available to its security holders an earnings statement satisfying the
provisions of Section 1l(a) of the 1933 Act and Rule 158 promulgated by the SEC
thereunder (or any similar rule promulgated under the 1933 Act) for a 12-month
period commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of any Registration Statement or each
post-effective amendment to any Registration Statement.

                  o. The Company shall cause all Common Shares issuable upon
conversion of the Notes or upon exercise of Warrants to be reserved for listing
on each securities exchange or quotation system on which the Common Shares are
then listed no later than the date the applicable Registration Statement is
declared effective and, shall cause all Common Shares to be so listed when
issued, and, in connection therewith, to make such filings as may be required
under the 1934 Act and to have such filings declared effective as and when
required thereunder.

                  p. The Company may require each Notice Holder of Transfer
Restricted Securities to be sold pursuant to any Registration Statement to
furnish to the Company such information regarding the Notice Holder and the
distribution of such Transfer Restricted Securities sought by the Notice and
Questionnaire and such additional information as may, from time to time, be
required by the 1933 Act and/or the SEC or any other federal or state
governmental authority, and the obligations of the Company to any Notice Holder
under this Agreement shall be expressly conditioned on the compliance of such
Notice Holder with such request.

                                       14
<PAGE>

                  q. If reasonably requested in writing in connection with any
disposition of Transfer Restricted Securities pursuant to a Registration
Statement, make reasonably available for inspection during normal business hours
by a representative for the Notice Holders of such Transfer Restricted
Securities and any broker-dealers, attorneys and accountants retained by such
Notice Holders, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the
appropriate executive officers, directors and designated employees of the
Company and its subsidiaries to make reasonably available for inspection during
normal business hours all relevant information reasonably requested by such
representative for the Notice Holders or any such broker-dealers, attorneys or
accountants in connection with such disposition, in each case as is customary
for similar "due diligence" examinations; provided, however, that any
information that is designated by the Company, in good faith, as confidential at
the time of delivery of such information shall be kept confidential by such
Persons, unless disclosure thereof is made in connection with a court,
administrative or regulatory proceeding or required by law, or such information
has become available to the public generally through the Company or through a
third party without an accompanying obligation of confidentiality.

                  r. Each Notice Holder agrees that, upon receipt of notice of
the happening of an event described in Sections 3(c)(ii) through and including
3(c)(vi), it shall forthwith discontinue (and shall cause its agents and
representatives to discontinue) disposition of Transfer Restricted Securities
and will not resume disposition of Transfer Restricted Securities until such
Holder has received copies of an amended or supplemented Prospectus contemplated
by Section 3(1) hereof, or until such Notice Holder is advised in writing by the
Company that the use of the Prospectus may be resumed or that the relevant
Suspension Period has been terminated, as the case may be, provided that the
foregoing shall not prevent the sale, transfer or other disposition of Transfer
Restricted Securities by a Holder in a transaction which is exempt from, or not
subject to, the registration requirements of the 1933 Act, so long as such
Holder does not and is not required to deliver the applicable Prospectus or
Registration Statement in connection with such sale, transfer or other
disposition, as the case may be; and provided, further, that the provisions of
this Section 3(r) shall not prevent the occurrence of a Special Interest Trigger
or otherwise limit the obligation of the Company to pay Special Interest
Payments.

                  s. Each Notice Holder shall promptly notify the Company of any
inaccuracies or changes in the information requiring an amendment to the
applicable Registration Statement or Prospectus provided in such Notice Holder's
Notice and Questionnaire that may occur subsequent to the date thereof at any
time while the Registration Statement remains effective.

                  t. The Company shall use its reasonable best efforts to take
all other steps necessary to effect the registration of the Notes covered by the
Registration Statement contemplated hereby.

            4. Registration Expenses.

            The Company shall bear all fees and expenses incurred in connection
with the performance of its obligations under Sections 2 and 3 hereof and shall
reimburse the Holders for

                                       15
<PAGE>

the reasonable fees and disbursements of the Legal Counsel in an amount not to
exceed US$25,000 per registration. Such fees and expenses shall include, without
limitation: (i) all registration and filing fees and expenses (including filings
made with the NASD); (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing of Prospectuses and certificates for the Common Shares to be
issued upon conversion of the Notes and the Warrants) and the Company's expenses
for messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel to the Company; (v) all application and filing fees in
connection with listing (or authorizing for quotation) the Common Shares on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company. The Company shall bear its internal
expenses (including, without limitation, all salaries and expenses of their
officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company. Notwithstanding the provisions of this
Section 4, each Holder shall bear the expense of any broker's commission, agency
fee and underwriter's discount or commission, if any, relating to the sale or
disposition of such Holder's Transfer Restricted Securities pursuant to a
Registration Statement.

            5. Holdback Arrangements.

            The Company and each Holder of Transfer Restricted Securities
agrees, if timely requested in writing by the sole or lead managing underwriter
in a Qualified IPO or a Non-Qualified IPO, not to (i) sell, offer to sell,
contract or agree to sell, hypothecate, hedge, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
any Transfer Restricted Securities or warrants or other rights to purchase
Transfer Restricted Securities, or file or cause to be declared effective a
registration statement under the 1933 Act relating to the offer and sale of any
shares of Transfer Restricted Securities, or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of Transfer Restricted Securities, or warrants or
other rights to purchase Transfer Restricted Securities, whether any such
transaction is to be settled by delivery of such securities, in cash or
otherwise (the agreements contained in clauses (i) and (ii) of this Section 5,
collectively, the "LOCK-UP AGREEMENT"), during the time period reasonably
requested by the sole or lead managing underwriter not to exceed 180 days,
beginning on the later of (x) the effective date of the Registration Statement
for such Qualified IPO or Non-Qualified IPO, respectively, and (y) in the case
of a Qualified IPO or Non-Qualified IPO involving a Canadian prospectus, the
date upon which a final receipt is obtained from the applicable Canadian
regulatory authority or Canadian regulatory authorities, as applicable, for such
prospectus (except as part of such underwritten offering or pursuant to
registrations on Forms S-4, F-4, S-8, F-8 or F-80) without the prior written
consent of the sole or lead managing underwriter (the "PUBLIC OFFERING LOCK-UP
PERIOD"); provided, however, that if (i) during the period that begins on the
date that is fifteen (15) calendar days plus three (3) Business Days before the
last day of the Public Offering Lock-Up Period and ends on the last day of the
Public Offering Lock-Up Period, the Company issues an earnings release or
material news or a material event relating to the Company occurs, or (ii) prior
to the expiration of the Public Offering Lock-Up Period, the Company announces
that it will release earnings results during the sixteen (16) day period
beginning on the last day of the Public Offering Lock-Up Period, the
restrictions imposed shall continue to apply until the expiration of the date
that is fifteen (15) calendar days plus three (3)

                                       16
<PAGE>

Business Days after the date on which the issuance of the earnings release or
the material news or material event occurs. Notwithstanding the foregoing, (i)
the Holders of Transfer Restricted Securities shall not be obligated to enter
into the Lock-Up Agreement unless (A) all officers and directors of the Company
and all Persons holding at least 2.5% of the Company's voting securities enter
into substantially similar agreements, with the agreement of the Holders
(including the proviso set forth in the immediately preceding sentence) being on
no more onerous terms than any other agreements entered into by any other
Person, and (B) the Lock-Up Agreement is explicitly conditioned on the Holder
receiving the benefits of any release or modification of such agreement for any
other Person subject to such an agreement or similar agreement, and (ii) the
Lock-Up Agreement shall immediately terminate in respect of the Notes and the
Conversion Shares upon the occurrence of an Event of Default (as defined in the
Notes).

            6. Indemnification and Contribution.

                  a. The Company shall indemnify and hold harmless each Holder
of Transfer Restricted Securities covered by any Registration Statement, its
directors, officers, partners, members and employees and each Person, if any,
who controls any such Holder within the meaning of either the 1933 Act or the
1934 Act (collectively referred to for purposes of this Section 6 as a "HOLDER")
against any losses, claims, damages or liabilities, joint or several, or actions
in respect thereof, to which any of them may become subject, under the 1933 Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or in any
Prospectus, or any amendment thereof or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein (in the case of any Prospectus, in the
light of the circumstances under which they were made) not misleading, and will
reimburse each such party for any legal or other expenses reasonably incurred by
such party in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that: (i) the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon Holder Information; (ii) with
respect to any untrue statement or omission of material fact made in any
Registration Statement, or in any Prospectus, the indemnity agreement contained
in this Section 6(a) shall not inure to the benefit of a Holder from whom the
Person asserting any such loss, claim, damage or liability purchased the
securities concerned, to the extent that any such loss, claim, damage or
liability of such Holder occurs under the circumstance where it shall have been
established that: (w) the Company had previously furnished copies of the
Prospectus, and any amendments and supplements thereto, to such Holder; (x)
delivery of the Prospectus, and any amendment or supplements thereto, was
required by the 1933 Act to be made to such Person; (y) the untrue statement or
omission of a material fact contained in the Prospectus was corrected in
amendments or supplements thereto; and (z) there was not received by such
Person, at or prior to the written confirmation of the sale of such securities
to such Person, a copy of such amendments or supplements to the Prospectus; and
(iii) the indemnification provisions of this Section shall not apply to amounts
paid in settlement of any loss, claim, damage or liability if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld or delayed. This indemnity agreement will be in
addition to any liability that the Company may otherwise have. This indemnity
agreement will not apply to any loss, damage, expense, liability or claim
arising from an offer or sale, occurring during a Suspension

                                       17
<PAGE>

Period, of Transfer Restricted Securities by a Notice Holder who has previously
received notice from the Company of the commencement of the Suspension Period
pursuant to Section 3(c)(vii).

                  b. Each Holder, severally and not jointly, agrees to indemnify
and hold harmless the Company, each of its directors and officers and each
Person, if any, who controls the Company within the meaning of either the 1933
Act or the 1934 Act, to the same extent as the foregoing indemnity from the
Company to the Holders and shall reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any loss, claim, damage, liability or
action, but only with reference to Holder Information supplied by such Holder.
In no event shall any Holder be liable or responsible for any amount in excess
of the net proceeds to such Holder as a result of the sale of Transfer
Restricted Securities pursuant to such Registration Statement by reason of such
untrue or alleged untrue statement or omission or alleged omission. This
indemnity agreement will be in addition to any liability that such Holder may
otherwise have.

                  c. Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action or proceeding
(including any governmental investigation), such indemnified party will, if a
claim for indemnification in respect thereof is to be made against the
indemnifying party under Section 6(a) or 6(b) hereof, notify the indemnifying
party in writing of the commencement thereof; but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party to the extent it is not materially prejudiced as a result
thereof. In case any such action or proceeding is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein (jointly
with any other indemnifying party similarly notified), and to the extent that it
may elect, by written notice, delivered to such indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, that if the defendants (including any impleaded parties) in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
defend such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of its election
to so appoint counsel to defend such action and approval by the indemnified
party of such counsel, the indemnifying party will not be liable to such
indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless: (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expense of more
than one separate counsel (in addition to any local counsel), approved by the
Holders in the case of paragraph (a) of this Section 6, representing the
indemnified parties under such paragraph (a) who are parties to such action);
(ii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice or commencement of the action; (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; or (iv) the use of counsel
chosen by the indemnifying party to represent the

                                       18
<PAGE>

indemnified party would present such counsel with a conflict of interest. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding. Subject to the provisions
of the immediately following sentence, no indemnifying party shall be liable for
any settlement, compromise or the consent to the entry of judgment in connection
with any such action effected without its written consent, but if settled with
its written consent or if there be a final judgment for the plaintiff in any
such action other than a judgment entered with the consent of such indemnified
party, the indemnifying party shall indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. If at any time an indemnified party shall have requested that an
indemnifying party reimburse the indemnified party for reasonable fees and
expenses of counsel as contemplated by this Section 6(c) and to which it would
be entitled under Section 6(a) or 6(b) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if: (x) such settlement is entered into more than 60 days
after receipt by such indemnifying party of such request for reimbursement, (y)
such indemnifying party shall have received notice of the terms of such
settlement at least 45 days prior to such settlement being entered into and (z)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation arising therefrom.

                  d. In the event that the indemnity provided in paragraph (a)
or (b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, each indemnifying party shall contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively, "LOSSES") to which the indemnified party may be subject to the
fullest extent permitted by law; provided, however, that in no case shall an
indemnifying party that is a Holder be responsible for any amount in excess of
the total price at which the Transfer Restricted Securities are sold by such
Holder to a purchaser. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company and such Holder shall
contribute in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company on the one hand and of such
Holder on the other in connection with the statements or omissions which
resulted in such Losses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and such Holder on
the other shall be deemed to be in the same respective proportions as the total
net proceeds from the sale of the Notes (before deducting expenses) received by
or on behalf of the Company, on the one hand, and the total net proceeds
received by such Holder with respect to its sale of Transfer Restricted
Securities under the Registration Statement, on the other hand, bear to the
total net proceeds from the sale of the Notes. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company on the
one hand or relates to Holder Information supplied by such

                                       19
<PAGE>

Holder, on the other, the intent of the parties and their relative knowledge,
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution pursuant to this paragraph (d) were determined by pro rata
allocation or any other method of allocation that does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section (1)(f) of the 1933 Act) shall be entitled to contribution
from any Person with respect to claims arising directly out of or relating to
such fraudulent misrepresentation who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6(d), each Person who controls
such Holder within the meaning of either the 1933 Act or the 1934 Act shall have
the same rights to contribution as such Holder, and each Person who controls the
Company within the meaning of either the 1933 Act or the 1934 Act shall have the
same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

                  e. The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

                  f. The provisions of this Section 6 will remain in full force
and effect regardless of (i) the termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder, any underwriter or the Company
or any of the officers, directors or controlling Persons referred to in Section
6 hereof and (iii) the sale by a Holder of Transfer Restricted Securities
covered by a Registration Statement.

                  g. Rules 144 and 144A. The Company covenants that it shall use
its reasonable best efforts to file the reports required to be filed by it under
the 1934 Act in a timely manner so long as the Transfer Restricted Securities
remain outstanding. If at any time the Company is not required to file such
reports, it will, upon request of any Holder or beneficial owner of Transfer
Restricted Securities, make available such information necessary to permit sales
pursuant to Rule 144A. The Company further covenants that, for as long as any
Transfer Restricted Securities remain outstanding, it will take such further
action as any Holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Transfer Restricted Securities without registration under the 1933 Act within
the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the
written request of any Holder of Transfer Restricted Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.

            7. Miscellaneous.

                  a. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof (except for such conflicting provisions existing as of the date hereof in
respect of which the Company has obtained valid and binding waivers of such
provisions eliminating any such inconsistencies or conflicts thereunder). In
addition, the Company shall not grant to any of its securityholders (other than
the Holders of Transfer Restricted Securities in such capacity) the right to
include any of such securityholder's securities

                                       20
<PAGE>

in the Registration Statement provided for in this Agreement other than the
Transfer Restricted Securities.

                  b. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company consents in writing and
the Company has obtained the written consent of the Majority Holders; provided
that with respect to any matter that directly or indirectly affects the rights
of the Buyers hereunder, the Company shall obtain the written consent of the
Buyers against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders.

                  c. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telecopier, or air courier guaranteeing overnight delivery:

                        (i) if to the Buyers, initially at their address set
forth in the Securities Purchase Agreement;

                        (ii) if to any other Holder, at the most current address
of such Holder maintained by the Company or the registrar of the Common Shares,
or, in the case of the Notice Holder, the address set forth in its Notice and
Questionnaire; and

                        (iii) if to the Company, to:

                        Mitel Networks Corporation
                        350 Legget Drive
                        Ottawa, Ontario
                        Canada
                        K2K 2W7
                        Telephone: (613) 592-2122
                        Facsimile: (613) 592-7838
                        Attention: Doug McCarthy, Treasurer

                        with a copy to:

                        Facsimile: (613) 592-7802
                        Attention: Greg Hiscock, Corporate Counsel

                        with a copy (for informational purposes only) to:

                                      21
<PAGE>

                        Osler, Hoskin & Harcourt, LLP
                        Suite 1500, 50 O'Connor Street
                        Ottawa, Ontario
                        Canada
                        K1P 6L2
                        Telephone: (613) 787-1035
                        Facsimile: (613) 235-2867
                        Attention: J. Craig Wright

            All such notices and communications shall be deemed to have been
duly given when received, if delivered by hand or air courier, and when sent, if
sent by first-class mail or telecopier.

            The Buyers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            The Company hereby irrevocably appoints Mitel Networks, Inc. at 205
Van Buren Street, Herndon, Virginia 20170, Telephone: (613) 592-2122, Facsimile:
(613) 592-7802, Attention: Greg Hiscock, Corporate Counsel, as its agent for the
receipt of service of process in connection with any action pursuant to this
Agreement in the United States. The Company agrees that any document may be
effectively served on it in connection with any action, suit or proceeding in
the United States by service on its agents.

            Any document shall be deemed to have been duly served if marked for
the attention of the agent at its address (as set out above) or such other
address in the United States as may be notified to the party wishing to serve
the document and delivered in accordance with the notice provisions set forth in
this Section 7(c).

            If the Company's agent at any time ceases for any reason to act as
such, the Company shall appoint a replacement agent having an address for
service in the United States and shall notify each Buyer in writing of the name
and address of the replacement agent. Failing such appointment and notification,
each Buyer shall be entitled by notice to the Company to appoint a replacement
agent to act on the Company's behalf. The provisions of this Section 7(c)
applying to service on an agent apply equally to service on a replacement agent.

                  d. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders. The Company hereby shall extend the
benefits of this Agreement to any Holder and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto. Any
heir, successor or assign of a Holder wishing to avail itself of the benefits of
this Agreement agrees to acquire and hold the Transfer Restricted Securities
subject to all of the terms hereof. In the event that any other Person shall
succeed to the Company under the Notes, then such successor shall enter into an
agreement, in form and substance reasonably satisfactory to the Majority
Holders, whereby such successor shall assume all of the Company's obligations
under this Agreement.

                                       22
<PAGE>

                  e. Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement; provided that a facsimile
signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original, not a facsimile signature.

                  f. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  g. Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.

                  h. Severability. In the event that any of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

                  i. Notes Held by the Company, Etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Notes or
the Common Shares issuable upon conversion thereof is required hereunder, Notes
or the Common Shares issued upon conversion thereof held by the Company or its
Affiliates (other than subsequent Holders of Notes or the Common Shares issued
upon conversion thereof if such subsequent Holders are deemed to be Affiliates
solely by reason of their holdings of such Notes) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                                       23

<PAGE>

                  j. Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the later of (i) the end of the Shelf
Registration Period, and (ii) the end of the period of time during which the
Incidental Registration Statement is effective, except for any liabilities or
obligations under Section 2.1(e), 4 or 6.

                  k. Independent Nature of Buyers' Obligations and Rights. The
obligations of each Buyer in connection with the provisions of this Agreement or
the Securities Purchase Agreement are several and not joint with the obligations
of any other Buyer, and no Buyer shall be responsible in any way for the
performance of the obligations of any other Buyer under this Agreement or the
Securities Purchase Agreement. Nothing contained herein or therein, and no
action taken by any Buyer pursuant hereto or thereto, shall be deemed to
constitute the Buyers as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Buyers are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement. Each Buyer confirms that it has
independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Buyer shall be
entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement, and it shall not be
necessary for any other Buyer to be joined as an additional party in any
proceeding for such purpose.

                  l. Currency. Unless otherwise indicated, all dollar amounts
referred to in this Agreement are in United States Dollars.

                                       24
<PAGE>

            IN WITNESS WHEREOF, each Buyer and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.

                                              COMPANY:

                                              MITEL NETWORKS CORPORATION

                                              By: /s/ Steve Spooner
                                                  ------------------------------
                                                  Name: Steve Spooner
                                                  Title: Chief Financial Officer

<PAGE>

            IN WITNESS WHEREOF, each Buyer and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.

                                              BUYER:

                                              HIGHBRIDGE INTERNATIONAL LLC

                                              BY: HIGHBRIDGE CAPITAL
                                              MANAGEMENT, LLC

                                              By: /s/ Adam J. Chill
                                                  ------------------------------
                                                  Name: Adam J. Chill
                                                  Title: Managing Director

<PAGE>

            IN WITNESS WHEREOF, each Buyer and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.

                                              LAKESHORE INTERNATIONAL, LTD

                                              By: /s/ Stan Lester
                                                  ------------------------------
                                                  Name: Stan Lester
                                                  Title: Authorized Signer

<PAGE>

            IN WITNESS WHEREOF, each Buyer and the Company have caused their
respective signature page to this Registration Purchase Agreement to be duly
executed as of the date first written above.

                                              MARATHON SPECIAL OPPORTUNITY
                                              MASTER FUND, LTD.

                                              BY: /s/ Louis T. Hanover
                                                  ------------------------------
                                                  Name: LOUIS T. HANOVER
                                                  Title: AUTHORIZED SIGNATORY

<PAGE>

             IN WITNESS WHEREOF, each Buyer and the Company have caused their
respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.

                                              FORE MASTER CONVERTIBLE FUND,
                                              LTD

                                              BY: /s/ Hareesh Paranjape
                                                  ------------------------------
                                                  Name: Hareesh Paranjape
                                                  Title: Assistant Secretary

<PAGE>

                                                                       EXHIBIT A

            SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

1.    (a)   Full Legal Name of Selling Securityholder:

            ____________________________________________________________________

      (b)   Full Legal Name of Registered Holder (if not the same as (a) above)
            through which Transfer Restricted Securities Listed in Item 3 below
            are held:

            ____________________________________________________________________

      (c)   Full Legal Name of DTC participant (if applicable and if not the
            same as (b) above) through which Transfer Restricted Securities
            listed in Item 3 below are held:

            ____________________________________________________________________

2.    Address for Notices to Selling Securityholder:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Telephone: _____________________________________________________________________

Fax: ___________________________________________________________________________

Contact Person: ________________________________________________________________

3.    Beneficial Ownership of Transfer Restricted Securities:

      (a)   Type and Principal Amount of Transfer Restricted Securities
            beneficially owned:

            ____________________________________________________________________

            ____________________________________________________________________

      (b)   CUSIP No(s). of such Transfer Restricted Securities beneficially
            owned:

            ____________________________________________________________________

            ____________________________________________________________________

                                       1
<PAGE>

4.    Beneficial Ownership of Other Securities of the Company Owned by the
      Selling Securityholder.

      Except as set forth below in this Item 4, the undersigned is not the
      beneficial or registered owner of any securities of the Company other than
      the Transfer Restricted Securities listed above in Item 3.

      (a)   Type and Amount of Other Securities beneficially owned by the
            Selling Securityholder:

            ____________________________________________________________________

            ____________________________________________________________________

      (b)   CUSIP No(s). of such Other Securities beneficially owned:

            ____________________________________________________________________

            ____________________________________________________________________

5.    Relationships with the Company:

      Except as set forth below, neither the undersigned nor any of its
      affiliates, officers, directors or principal equity holders (owners of 5%
      of more of the equity securities of the undersigned) has held any position
      or office or has had any other material relationship with the Company (or
      its predecessors or affiliates) during the past three years.

      State any exceptions here:

      __________________________________________________________________________

      __________________________________________________________________________

                                       2
<PAGE>

6.    Broker-Dealers and their Affiliates

      (a)   Is the Selling Securityholder a broker-dealer or an affiliate of a
            broker-dealer:

       Yes _____     No _____

      If so, please answer the remaining question in this section.

      (i)   Please advise whether the notes were received by the Selling
            Securityholder as compensation for investment banking services or as
            investment shares, and if so please describe the circumstances.

      Note that in general we may be required to identify any registered
      broker-dealer as an underwriter in the prospectus.

      (ii)  Except as set forth below, if the Selling Securityholder is a
            registered broker-dealer, the Selling Securityholder does not plan
            to make a market in the Transfer Restricted Securities. If the
            Selling Securityholder plans to make a market in the Transfer
            Restricted Securities, please indicate whether the Selling
            Securityholder plans to use the prospectus relating to the Transfer
            Restricted Securities as a market-making prospectus.

      (b)   Affiliation with Broker-Dealers

            Is the Selling Securityholder an affiliate(1) of a registered
            broker-dealer?

----------
(1) An "affiliate" of a specified person or entity means a person or entity that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person or entity specified.

                                        3
<PAGE>

      Yes _____       No _____

      If so, please answer the remaining question in this section.

      (i)   Please describe the affiliation between the Selling Securityholder
            and any registered broker-dealer.

      (ii)  If the notes were purchased by the Selling Securityholder other than
            in the ordinary course of business, please describe the
            circumstances.

      (iii) Please advise whether the notes were received by the Selling
            Securityholder as compensation for investment banking services or as
            investment shares, and if so please describe the circumstances.

      (iv)  If the Selling Securityholder, at the time of its purchase of
            Transfer Restricted Securities, had any agreements or
            understandings, directly or indirectly, with any person to
            distribute the Transfer Restricted Securities, please describe such
            agreements or undertakings.

      Note that if the Selling Securityholder is an affiliate of a broker-dealer
      and did not purchase its notes in the ordinary course of business or at
      the time of the purchase had any agreements or understandings, directly or
      indirectly, to distribute the securities, we may be required to identify
      the Selling Securityholder as an underwriter in the prospectus.

      (c)   Beneficial Ownership by Natural Persons:

      If the Selling Securityholder is an entity, does any natural person having
      voting or investing power over the Transfer Restricted Securities held by
      the Selling Securityholder?(2)

      If so, please state the person's or persons' name(s):

7.    Beneficial Ownership by Natural Persons or by a Board or Committee

      Is the Selling Securityholder a reporting entity with the Securities and
      Exchange Commission?

----------
(2) Please answer "Yes" if any natural person, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise has or
shares: (a) voting power which includes the power to vote, or to direct the
voting of, such security; and/or, (b) investment power which includes the power
to dispose, or to direct the disposition of, the Transfer Restricted Securities
held by the Selling Securityholder.

                                       4
<PAGE>

      If the Selling Securityholder is a majority owned subsidiary of a
      reporting entity, identify the majority stockholder that is a reporting
      entity.

      Yes _____     No ______

      If No, please answer the remaining questions in this section.

      (i)   Please name the natural person or person(s) having voting and/or
            investment control over the Selling Securityholder.(3)

      (ii)  If the voting and/or investment control over the Selling
            Securityholder is held by board or committee, please state the name
            of the natural person or person(s) on such board or committee.

8.    Plan of Distribution:

      Except as set forth below, the undersigned (including its donees or
      pledgees) intends to distribute the Transfer Restricted Securities listed
      above in Item 3 pursuant to the Registration Statement only as follows (if
      at all): Such Transfer Restricted Securities may be sold from time to time
      directly by the undersigned or, alternatively, through underwriters,
      broker-dealers or agents. If the Transfer Restricted Securities are sold
      through underwriters, broker-dealers or agents, the Selling Securityholder
      will be responsible for underwriting discounts or commissions or agents'
      commissions. Such Transfer Restricted Securities may be sold in one or
      more transactions at fixed prices, at prevailing market prices at the time
      of sale, at varying prices determined at the time of sale or at negotiated
      prices. These sales may be effected in transactions, which may involve
      crosses or block transactions:

      - on any national securities exchange or quotation service on which the
      securities may be listed or quoted at the time of sale;

      - in the over-the-counter market;

      - in transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

      - through the writing of options, whether such options are listed on an
      options exchange or otherwise;

      - in ordinary brokerage transactions and transactions in which the
      broker-dealer solicits purchasers;

----------
(3) Please include any natural person that, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares:
(a) voting power which includes the power to vote, or to direct the voting of,
such security; and/or, (b) investment power which includes the power to dispose,
or to direct the disposition of, the Transfer Restricted Securities held by the
Selling Securityholder.

                                       5
<PAGE>

      - in block trades in which the broker-dealer will attempt to sell the
      shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

      - in purchases by a broker-dealer as principal and resale by the
      broker-dealer for its account;

      - in an exchange distribution in accordance with the rules of the
      applicable exchange;

      - in privately negotiated transactions;

      - in short sales;

      - in sales pursuant to Rule 144;

      - in which broker-dealers may agree with the selling securityholders to
      sell a specified number of such shares at a stipulated price per share;

      - in a combination of any such methods of sale; and

      - in any other method permitted pursuant to applicable law.

      State any exceptions here:

      __________________________________________________________________________

      __________________________________________________________________________

Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
written agreement of the Company.

The undersigned acknowledges its obligation to comply with the provisions of the
1934 Act and the rules thereunder relating to stock manipulation, particularly
Regulation M thereunder (or any successor rules or regulations), in connection
with any offering of Transfer Restricted Securities pursuant to the Registration
Rights Agreement. The undersigned agrees that neither it nor any person acting
on its behalf will engage in any transaction in violation of such provisions.

The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.

Pursuant to the Registration Rights Agreement, the Company has agreed under
certain circumstances to indemnify the Selling Securityholder against certain
liabilities.

In accordance with the undersigned's obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion in
the Registration Statement, the undersigned shall promptly notify the Company of
any inaccuracies or changes in the

                                       6
<PAGE>

information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective.

All notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing by hand delivery, first class mail or air courier guaranteeing
overnight delivery to the address set forth below.

By signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related prospectus. The
undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Registration Statement
and the related prospectus.

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives and assigns of the Company and the Selling
Securityholder with respect to the Transfer Restricted Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: _________________________     Beneficial Owner: _________________________

                                     By: _______________________________________

                                     Name: _____________________________________

                                     Title: ____________________________________

      PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO
                           MITEL NETWORKS CORPORATION

                                Mitel Networks Corporation
                                350 Legget Drive
                                Ottawa, Ontario
                                Canada
                                K2K 2W7
                                Telephone: (613) 592-2122
                                Facsimile: (613) 592-7802
                                Attention: Greg Hiscock, Corporate Counsel

                                        7