EXHIBIT 4.25




SUBSCRIPTION
AGREEMENT FACE PAGE 

(U.S. Subscribers)


	 	 	ZI
  CORPORATION	 
	 	 	(the
  "Corporation")	 
	 	 	 	 
	1.	
  Purchased Security:	
  Units, each unit
  being comprised of one common share ("Share") in the capital of the
  Corporation and one-half (1/2) of a Share purchase warrant ("Warrant"), each
  whole Warrant being exercisable into one additional Share until May 31, 2006
  upon payment of U.S. $2.25 per Share (subject to conditions referred to
  hereinafter).

	 	 	 
	2.	Price per Unit:	U.S. $2.00 per Unit	 
	 	 	 	 
	3.	Subscribed Number	 	 
	 	
  of Units:	
   
	 
	 	 		 
	 	 	 	 
	4.	Total Subscription	 	 
	 	
  Price	
  
  U.S. $	 
	 	 		 


PARTICULARS OF
SUBSCRIBER 

NOTE: THE SUBSCRIBER
MUST PROVIDE THE INFORMATION REQUESTED ON THIS FACE PAGE, SIGN AND COMPLETE EACH
OF THIS AGREEMENT, THE PRIVATE PLACEMENT QUESTIONNAIRE (APPENDIX "A" HERETO),
AND APPENDIX "B" AND RETURN ONE FULLY EXECUTED COPY OF EACH OF THESE DOCUMENTS
WITH THE SUBSCRIPTION FUNDS TO THE CORPORATION. 

	
  If an Individual:	 	 	
  If a Corporation:	 
	
   
	 	
   

	
  Full Name	 	 	 	
  Full Corporate Name	 
	
   
	 	
   

	
  Residential Address	 	 	
  Head Office Address	 
	
  
	
  	
  

	
  City	
  Province/State	
  Postal Code	 	
  City	
  Province/State	
  Postal Code
	
   
	 	
   

	
  Telephone	
  Telecopier	 	
  Attention	 	 
	
   
	 	
   

	
  Social Insurance Number	 	
  Telephone	
  Telecopier
	
   
	 	 	 	 
	
  Revenue Canada Corporation Number	 	 	 	 


THE COMMON SHARES
AND WARRANTS OFFERED HEREBY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE
WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED OR ASSIGNED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO OR
FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES
UNLESS REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON"
ARE USED HEREIN AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

THE WARRANTS MAY NOT
BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A
PERSON IN THE UNITED STATES OR A U.S. PERSON WITHOUT REGISTRATION OF THE COMMON
SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANTS UNDER THE 1933 ACT AND ALL
APPLICABLE STATE SECURITIES LAWS UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE, AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH
EFFECT, EXCEPT THAT AN "ACCREDITED INVESTOR" AS DEFINED BY RULE 501(a) OF
REGULATION D UNDER THE 1933 ACT WHO PURCHASED THE WARRANTS FROM THE CORPORATION
AND WHO REPRESENTS AT THE TIME OF EXERCISE OF THE WARRANTS THAT THE
REPRESENTATIONS AND WARRANTIES MADE BY IT IN THE SUBSCRIPTION AGREEMENT REMAIN
TRUE AND CORRECT AT THE TIME OF EXERCISE OF THE WARRANTS SHALL NOT BE REQUIRED
TO PROVIDE AN OPINION OF COUNSEL. 




SUBSCRIPTION
AGREEMENT 

Maximum Offering:
U.S. $2,250,000 

TO:
ZI CORPORATION


        (the "Corporation") 

     The undersigned
(the "undersigned" or the "Subscriber") hereby irrevocably subscribes for units
at U.S. $2.00 per unit (the "Units"), each Unit being comprised of one common
share ("Share") in the capital of the Corporation and one-half (1/2) of a Share
purchase warrant ("Warrant") subject to the terms and conditions hereinafter set
forth. Each whole Warrant will be exercisable into one further Share (a "Warrant
Share") upon payment of U.S. $2.25 per Share until expiry of the Warrants at
4:00 p.m. (Calgary time) on May 31, 2006. 

General Description of Shares


     The Shares
underlying the Units are listed and posted for trading on The Toronto Stock
Exchange and are quoted on the NASDAQ National Market (collectively, the
"Exchanges"). Neither the Units nor the Warrants are or will be listed or quoted
on any recognized stock exchange or stock market. The Units and the securities
underlying the Units, including the Shares and Warrants comprising the Units and
the Warrant Shares issuable upon exercise of the Warrants, are hereinafter
collectively referred to as the "Securities". 

     No fractional
Shares will be issued. Any exercise of Warrants which would result, but for this
section, in a fraction, will be rounded down to the next whole number. 


     The sale and
delivery of the Securities subscribed for hereby is conditional upon such sale
being exempt from the prospectus and offering memorandum requirements of any
applicable statute relating to the sale of such Securities or upon the issuance
of such orders, consents or approvals as may be required to permit such sale
without the requirement of preparing, filing, or delivering a prospectus or an
offering memorandum. 

     Subscribers
should note that the Securities will be subject to statutory restrictions upon
resale, including hold periods, and that the certificates representing such
shares will bear a legend to that effect. Subscribers are advised to consult
their own legal advisers in respect of restrictions on resale and the
suitability of an investment in the securities offered hereby. 

Subscription Procedures


     The Corporation's
obligation to issue to a Subscriber the Units subscribed for is conditional upon
receipt by Borden Ladner Gervais LLP, Barristers and Solicitors, 1000 Canterra
Tower, 400 - 3rd
Avenue, S.W., Calgary, Alberta, T2P 4H2, prior to 9:00 a.m. (Calgary time) on
the Initial Closing Date or a subsequent Closing Date (as hereinafter defined)
or such other date as the Corporation shall determine, of the following
documents duly completed and executed by a Subscriber: 

	
  
  1.
	
  
  the Toronto Stock Exchange private
  placement questionnaire and undertaking duly completed and originally executed
  in the form attached hereto as Appendix "A";

	
  
  2.
	
  
  Subscriber questionnaire in the form
  attached hereto as Appendix "B";

	
  
  3.
	
  
  this Subscription Agreement duly
  completed and executed relating to subscription, registration, delivery and
  payment particulars; and





 

	4.	
  
  a certified cheque, money order, bank
  draft or funds transmitted by wire payable to the Corporation for the
  aggregate subscription price of the Shares subscribed for under this
  Subscription Agreement or payment of the same amount in such other manner as
  is acceptable to the Corporation.





     The Corporation
shall be entitled to rely on delivery of a facsimile copy of this executed
Subscription Agreement and acceptance by the Corporation of such facsimile
subscriptions shall be legally effective to create a valid and binding
obligation of the Subscriber enforceable against the Subscriber in accordance
with the terms hereof. 

Closing


     The sale of the
Units will be completed at the offices of the Corporation's counsel, Borden
Ladner Gervais LLP, Barristers and Solicitors, 1000 Canterra Tower, 400 - 3rd
Avenue, S.W., Calgary, Alberta, T2P 4H2, on such date and time as the
Corporation shall determine (the "Initial Closing Date"). Subsequent Closings
may also occur and subscription proceeds received after the Initial Closing Date
will be held by the Corporation until such subsequent closing date or dates
(such subsequent closing date herein referred to as a "Closing Date") provided
that the Initial Closing Date and any subsequent Closing Date shall be within
the time periods provided by the Toronto Stock Exchange. 

Representations
and Warranties of the Corporation


     By executing this
Subscription Agreement, the Corporation represents, warrants and covenants to
the Subscriber (and acknowledges that the Subscriber is relying thereon) as set
forth below. 

	
  1.
	
  
  The Corporation has been duly
  incorporated and organized, and is a valid and subsisting corporation under
  the laws of the Province of Alberta, and is qualified to carry on business in
  the Province of Alberta;

	
  2.
	
  
  The Corporation has the full corporate
  right, power and authority to carry on its business as now conducted and to
  own and operate its properties and assets and the Corporation has the
  requisite corporate power, authority and capacity to execute and deliver this
  Agreement and to issue and deliver the Shares to the Subscriber.

	
  3.
	
  
  This agreement upon acceptance by the
  Corporation will constitute a valid and binding obligation of the Corporation
  enforceable against the Corporation in accordance with its terms.

	
  4.
	
  
  The Corporation is not a party to, bound
  or affected by or subject to, any material indenture, mortgage, lease,
  agreement or instrument, or charter or by-law provision of the Corporation,
  which would be violated, contravened, breached, or under which any obligation
  would be accelerated or default or termination would occur, as a result of the
  consummation of any of the transactions provided for herein.

	
  5.
	
  
  The Corporation's Shares are currently
  listed and posted for trading on The Toronto Stock Exchange and are quoted on
  the NASDAQ National Market.

	
  6.
	
  
  The Corporation is a "reporting issuer"
  in the Provinces of Alberta and Ontario, as that term is defined respectively
  in the Securities Act (Alberta) and the Securities Act (Ontario).

	
  7.
	
  
  There is no suit, action, claim,
  investigation or inquiry by any person or entity or any administrative agency
  or governmental body and no legal, administrative or arbitration proceeding
  pending or, to the Corporation's, knowledge, threatened against the
  Corporation which has or will materially affect the Corporation's ability to
  consummate the transactions herein contemplated.





 

Representations
and Warranties of the Subscriber


     By executing this
Subscription Agreement, the Subscriber represents, warrants and covenants to the
Corporation (and acknowledges that the Corporation and its counsel, are relying
thereon) as set forth below. 

	
  1.
	
  
  The Subscriber covenants, represents and
  warrants to and for the benefit of the Corporation that the Subscriber is in
  the United States or a U.S. Person (as defined in Regulation S under the 1933
  Act, which definition includes, but is not limited to, an individual resident
  in the United States and an estate or trust of which any executor or
  administrator or trustee, respectively, is a U.S. Person and any partnership
  or corporation organized or incorporated under the laws of the United States)
  and covenants, represents and warrants to the Corporation in accordance with
  Appendix B of this Agreement, which is incorporated herein in its entirety and
  will properly complete, execute and deliver to the Corporation the
  undertakings attached as Appendix B to this Agreement.

	
  2.
	
  
  The Subscriber has been independently
  advised as to restrictions with respect to trading in the Securities imposed
  by applicable securities legislation in the jurisdiction in which it resides,
  including in respect of any applicable hold periods and confirms that no
  representation has been made to it by or on behalf of the Corporation with
  respect thereto, acknowledges that it is aware of the characteristics of the
  Securities, the risks relating to an investment therein and of the fact that
  it may not be able to resell the Securities except in accordance with limited
  exemptions under applicable securities legislation and regulatory policy and
  that the Securities acquired will be subject to resale restrictions.

	3.	
  The
  Subscriber acknowledges that the Securities have not been and will not be
  registered under the 1933 Act or the securities laws of any state of the
  United States and may not be offered for sale, sold or otherwise transferred
  or assigned for value, directly or indirectly unless registered under the 1933
  Act and the securities laws of all applicable states of the United States or
  an exemption from such registration requirements is available, and that the
  Corporation has no obligation or present intention to file a registration
  statement under the 1933 Act in respect of the Securities.

	4.	
  It is aware
  that it is purchasing the Securities pursuant to an exemption under applicable
  securities policy and, as a consequence, (i) it is restricted from using
  certain of the civil remedies available under securities legislation involving
  public securities offerings, (ii) it may not receive information that would
  otherwise be required to be provided to it under securities legislation, and
  (iii) the Corporation is relieved of certain obligations that would otherwise
  apply under securities legislation.

	5.	
  The Subscriber, on its own behalf (or on
  behalf of others for whom it is contracting hereunder) acknowledges and agrees
  that: (a) it (or others for whom it is contracting hereunder) has not been
  provided with a prospectus or with an offering memorandum as defined in the
  applicable securities legislation or any similar document in connection with
  its purchase of the Securities; (b) its decision to execute this Subscription
  Agreement and purchase the Securities on its own behalf or on behalf of others
  for whom it is contracting hereunder) has not been based upon any verbal or
  written representations as to fact or otherwise made by or on behalf of the
  Corporation and that its decision (or the decision of others from whom it is
  contracting hereunder) is based entirely upon publicly available information
  concerning the Corporation; (c) the sale of the Securities was not accompanied
  by any advertisement in printed media of general and regular paid circulation,
  radio or television; (d) it (or others for whom it is contracting hereunder)
  has been advised to consult its own legal advisors with respect to applicable
  resale restrictions and that the Subscriber (or others for whom it is
  contracting hereunder) is solely responsible (and the Corporation is not in
  any way responsible) for compliance with applicable resale restrictions and
  the Subscriber's undertaking to the Exchanges respecting the resale of the
  Securities; and (e) the Securities are otherwise subject to the terms,
  conditions and provisions contained therein.




 


	
  6.
	
  The
  Subscriber agrees that the Corporation may be required by law or otherwise to
  disclose to regulatory authorities the identity of the Subscriber and each
  beneficial purchaser of Securities for whom the Subscriber may be acting.

	
  7.
	
  Neither the
  Subscriber nor any party on whose behalf it is acting has been established,
  formed or incorporated solely to acquire or permit the purchase of the
  Securities without a prospectus or registration statement in reliance on an
  exemption from the prospectus or registration requirements of applicable
  securities legislation;

	
  8.
	
  The
  Subscriber and each beneficial purchaser for whom it is acting, if any, are
  resident in the jurisdiction set out below as the "Subscriber's Address"
  opposite its signature.

	
  9.
	
  If the
  Subscriber sells the Securities, it will comply with the securities
  legislation of both the jurisdiction in which such Subscriber resides and the
  jurisdiction in which the person to whom such Subscriber sells the Securities
  resides.

	
  10.
	
  As the
  Securities are subject to resale restrictions under applicable securities
  legislation and policies of the Exchanges, the Subscriber, or in the case of a
  purchase by the Subscriber acting as agent for a disclosed principal, each
  beneficial purchaser, shall comply with all relevant securities legislation
  and policies of the Exchanges concerning any resale of the Securities and
  shall consult with its own legal advisers with respect to such compliance.

	
  11.
	
  If an
  individual, he/she is of the full age of majority and is legally competent to
  execute this Subscription Agreement and take all action pursuant hereto.

	
  12.
	
  This
  Subscription Agreement has been duly and validly authorized, executed and
  delivered by and constitutes a legal, valid, binding and enforceable
  obligation of the Subscriber.

	
  13.
	
  It has such
  knowledge in financial and business affairs as to be capable of evaluating the
  merits and risks of its investment and it, or, where it is not purchasing as
  principal, each beneficial purchaser, is able to bear the economic risk of
  loss of its investment.

	
  14.
	
  If required
  by applicable securities legislation, policy or order or securities
  commission, stock exchange or other regulatory authority, the Subscriber will
  execute, deliver, file and otherwise assist the Corporation in filing, such
  reports, undertakings and other documents with respect to the issue of the
  Securities may be required, and will, at the request of the Corporation,
  promptly execute and deliver such other instructions or documents as may
  reasonably be required by the Corporation in connection with purchase of the
  Securities (including, without limitation, any undertaking or other document
  required by the Exchanges).

	
  15.
	
  The current
  structure of this transaction and all transactions and activities contemplated
  hereunder are not a scheme to avoid the registration requirements of the 1933
  Act.

	
  16.
	
  The
  Subscriber is purchasing the Securities for its own investment purposes only
  and not with a view to resale or distribution, and in particular, it has no
  intention to distribute either directly or indirectly any of the Securities in
  the United States or to U.S. Persons.

	
  17.
	
  The
  Subscriber understands and accepts that the Securities are not qualified for
  sale or registered in any jurisdiction in the United States of America.

	
  18.
	
  The
  Securities purchased by it hereunder may not be sold or otherwise traded until
  4 months from the Closing Date (the "Term Date").

	
  19.
	
  The
  certificates evidencing the Securities purchased by it hereunder will bear a
  legend referring to the restrictions on resale described in paragraph 18 above
  and the registrar and transfer agent for the Securities will be required to
  not register any transfer of the Securities purchased by the subscriber
  hereunder except in accordance with paragraph 18 above.





 

	20.	
  It complies
  with the provisions of all applicable securities legislation in the
  jurisdiction of its residence and will provide such evidence of compliance
  therewith as the Corporation may request.

	21.	
  The
  Subscriber agrees not to transfer the Securities otherwise than (i) to the
  Corporation; (ii) outside the United States in accordance with Rule 904 of
  Regulation S under the 1933 Act; (iii) in accordance with Rule 144 under the
  1933 Act; or (iv) in a transaction that is otherwise exempt from registration
  under the 1933 Act and state securities laws, provided the Corporation shall
  have received an opinion of counsel satisfactory to it as to the availability
  of the exemptions relied on, except that an "Accredited Investor" as defined
  by Rule 501(a) of Regulation D under the 1933 Act who purchased the Warrants
  from the Corporation and who represents at the time of exercise of the
  Warrants that the representations and warranties made by it in the
  subscription agreement remain true and correct at the time of exercise of the
  Warrants shall not be required to provide an opinion of counsel. The
  Subscriber acknowledges that the certificates representing the Securities will
  bear a legend to that effect.

	22.	
  The
  Subscriber represents, warrants and acknowledges that it is not a resident of
  Alberta, Canada (which is the jurisdiction where the Corporation has its head
  office) and that:



	 	(a)

    	no
  securities commission or similar regulatory authority has reviewed or passed
  on the merits of the Securities;
	 	(b)

    	there
  is no government or other insurance covering the Securities;
	 	(c)

    	there
  are risks associated with the purchase of the Securities;
	 	(d)

    	
  
  there are restrictions on the
  purchaser's ability to resell the Securities and it is the responsibility of
  the Subscriber to understand and discover what those restrictions are and to
  comply with them prior to selling the Securities; and

	 	(e)

    	
  
  the Corporation has advised the
  Subscriber that the Corporation is relying on an exemption from the
  requirements to provide the Subscriber with a prospectus and to sell
  Securities through a person or company registered to sell Securities under the
  Securities Act (Alberta) and, as a consequence of acquiring the Securities
  pursuant to this exemption, certain protections, rights and remedies provided
  by the Securities Act (Alberta) including statutory rights of recission or
  damages, will not be available to the Subscriber.



The Subscriber
acknowledges that the foregoing representations and warranties are made by it
with the intent that they may be relied upon in determining its eligibility or
(if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Securities under relevant securities legislation. The
Subscriber further agrees that by accepting the Securities subscribed for
pursuant hereto, at Closing Time, it shall be representing and warranting that
the foregoing representations and warranties are true as at the Closing Time
with the same force and effect as if they had been made by it as at the Closing
Time and will survive the completion of the sale of such Securities. The
Corporation shall be entitled to rely on the representations and warranties of
the Subscriber contained hereto and the Subscriber shall indemnify and hold
harmless the Corporation for any loss or damage it may suffer as a result of the
misrepresentation of the Subscriber. 

Miscellaneous
Provisions 

     The Subscriber
undertakes to notify the Corporation immediately of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which takes place prior to the Closing Time. 

     The contract
arising out of this Subscription Agreement shall be governed by and construed in
accordance with the laws of the Province of Alberta and the laws of Canada
applicable therein. 



 


     The division of
this Subscription Agreement into sections, subsections, clauses, subclauses,
paragraphs and the provisions of headings for all or any thereof is for
convenience of reference only shall not affect the interpretation of this
Subscription Agreement. 

     In this
Subscription Agreement, unless there is something in the subject matter or
context inconsistent therewith: (a) words importing the singular shall include
the plural and vice versa; (b) words importing gender shall include the
masculine, feminine and neuter genders; and (c) references to statute shall
extend to and include any orders-in-council or regulations passed under and
pursuant thereto, of any amendment or re-enactment of such statute,
orders-in-council or regulations, or any statute, orders in-counsel or
regulations substantially in replacement thereof. 

     Time shall be of
the essence hereof. 

     All dollar amounts
referred to herein are references to dollars of the United States of America.


     Neither this
Subscription Agreement nor any interest herein nor any of the rights arising
hereunder may be assigned or transferred by the Subscriber in any manner, except
with the prior written consent of the Corporation. Subject to the foregoing,
this Subscription Agreement shall enure to benefit of and be binding upon the
heirs, executors, successors and permitted assigns of the Subscriber and on the
successors and assigns of the Corporation. 

     The covenants,
representations and warranties contained herein shall survive the closing of
transactions contemplated hereby. 

     No amendment or
modification of this Agreement shall be binding unless in writing and signed by
all parties hereto. 

     In the event that
any of the provisions of this Agreement should be invalid, illegal unenforceable
in any respect, the validity or legality or enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. 

     This Subscription
Agreement represents the entire agreement of the parties hereto relating to
subject matter hereof and there are no representations, covenants or other
agreement relating to subject matter hereof except as stated or referred to
herein. 

DATED at the Town/City
of _____________ in the Province/State of  ________________, in the Country
of ____________________, this ______ day of ___________________, 2003. 



_________________________________________

(Name of Subscriber - please print) 

By:
______________________________________

       (Authorized Signature) 


__________________________________________

(Official Capacity or Title, if applicable - please print) 


__________________________________________

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



 

If the Subscriber is
signing as agent for a principal and is not a trust company or, in Alberta, a
portfolio manager, in either case, purchasing as trustee or agent for accounts
fully managed by it, complete the following: 

___________________________________

(Name of Principal) 

___________________________________

(Principal's address) 



___________________________________ 



	
  Registration Instructions: Register	 	
  Delivery Instructions: Deliver the
	
  Securities as set forth below:	 	
  Securities as set forth below:
		 	
	
  
	 	
  

	
  Name	 	 	 	
  Name	 
	
  
	 	
   
	
  

	
  Account Reference, if applicable	 	
  Account reference, if applicable
	 	 	 	 	 	 
	
  
	 	
  

	
  Address	 	 	
  Address	 
	 	 	 	 	 	 
	
  
	 	
   
	
  

	
  City	
  Province/State	
  Postal Code	 	
  City Province/State	
  Postal Code
	 	 	 	 	 	 
	
  
	 	
  

	
  Country	 	 	
  Country	 
	 	 	 	 	 	 
	
  
	 	
   
	
  

	
  Contact Name	 	 	
  Contact Name	 
	 	 	 	 	 	 
	
  
	 	
   
	
  

	
  Telephone Number	 	 	
  Telephone Number	 




 

   

   ACCEPTANCE

    ZI
CORPORATION hereby
accepts the above subscription as of this ________________ day of
________________, 2003.

 

	 	
  
  ZI CORPORATION

	 	
   

	 	
  
  By:

	 	
   

	 	
  
  (c/s)

	 	
   

	 	
  
  By:

	 	
   





 

APPENDIX "A" 


THE TORONTO STOCK
EXCHANGE 

PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING


	
  INSTRUCTION: 	 	SUBSCRIBERS MUST
  ANSWER EACH QUESTION HEREIN
  IF THE ANSWER IS "NO" OR "NOT
  APPLICABLE" PLEASE STATE
  


To be completed by each proposed
private placement purchaser of listed Securities or convertible in to listed
Securities. 

QUESTIONNAIRE 


	1. 	
  DESCRIPTION OF TRANSACTION 


	 	(a)

    	Name of
  Issuer of the Securities Zi Corporation
	 	(b)

    	Number and
  Class of Securities to be Purchased
  Units, each unit being comprised of one
  common share and one-half (1/2) of a share purchase warrant ("Warrant"), each
  one whole Warrant being exercisable until May 31, 2006 upon payment of U.S.
  $2.25 per Share.

	 	(c)

    	Purchase
  Price
  U.S.$2.00 per Unit



	2.	DETAILS
  OF PURCHASER 
  


	 	(a)

    	Name of
  Purchaser 
	 	(b)

    	Address
  
	 	(c)

    	
  Names and
  address of persons having a greater than 10% beneficial interest in the
  purchaser 



	3.	
  RELATIONSHIP TO ISSUER


	 	(a)

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

  

	 	(b)

    	If the
  answer to (a) is no, are the purchaser and the issuer controlled by the same
  person or company? If so, give details.
  
  __________________________________________________________________

  

  __________________________________________________________________

  

  





 

 

	4.	DEALINGS
  OF PURCHASER IN SECURITIES OF THE ISSUER 


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

  
  _________________________________________________________________________

  

  _________________________________________________________________________ 

  



UNDERTAKING 


To: The Toronto Stock
Exchange 

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

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

	DATED AT
  ______________________________________
	 
	this _______ day of
  ________________, 20_____.
	
	 
	
   

	
  (Name of Purchaser - please print)
	
	 
	
   

	
  (Authorized Signature)
	
	 
	
   

	
  (Official Capacity - please print)
	
	 
	
   

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




 

APPENDIX "B" 


This Appendix B must be completed
and executed by all U.S. Persons.


The Subscriber covenants, represents
and warrants to the Corporation that: 

	 	(a)

    	
  it is in
  the United States or a "U.S. Person" as defined in Regulation S under United
  States Securities Act of 1933, as amended (the "1933 Act"), which definition
  includes, but is not limited to, an individual resident in the United States,
  an estate or trust of which any executor or administrator or trustee,
  respectively, is a U.S. Person, and any partnership or corporation organized
  or incorporated under the laws of the United States;

	 	(b)

    	
  it
  understands that the Securities have not been and will not be registered under
  the 1933 Act and that the sale contemplated hereby is being made in reliance
  on an exemption from such registration requirement;

	 	(c)

    	
  it
  acknowledges that it has not purchased the Securities as a result of any form
  of general solicitation or general advertising, including advertisements,
  articles, notices or other communications published in any newspaper, magazine
  or similar media or broadcast over radio, or television, or any seminar or
  meeting whose attendees have been invited by general solicitation or general
  advertising;

	 	(d)

    	
  the
  Subscriber understands and agrees that there may be material tax consequences
  to the Subscriber of an acquisition or disposition of the Securities. The
  Corporation gives no opinion and makes no representation with respect to the
  tax consequences to the Subscriber under United States, state, local or
  foreign tax law of the undersigned's acquisition or disposition of such
  Securities. In particular, no determination has been made whether the
  Corporation will be a "passive foreign investment company" ("PFIC") within the
  meaning of Section 1291 of the United States Internal Revenue Code;

	 	(e)

    	
  the
  Subscriber understands and agrees that the financial statements of the
  Corporation have been prepared in accordance with Canadian generally accepted
  accounting principles, which differ in some respects from United States
  generally accepted accounting principles, and thus may not be comparable to
  financial statements of United States companies;

	 	(f)

    	
  it
  understands and acknowledges that upon the issuance thereof, and until such
  time as the same is no longer required under the applicable requirements of
  the 1933 Act or applicable U.S. state laws and regulations, the certificates
  representing the Securities will bear a legend in substantially the following
  form:

  THE SECURITIES REPRESENTED HEREBY
  HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
  ACT OF 1933, AS AMENDED (THE "1933 ACT"); AND MAY BE OFFERED FOR SALE, SOLD,
  OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION;
  (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
  UNDER THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR
  (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE
  1933 ACT AND STATE SECURITIES LAWS, PROVIDED THE CORPORATION SHALL HAVE
  RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF
  THE EXEMPTIONS RELIED ON. 

  DELIVERY OF THIS CERTIFICATE MAY NOT
  CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
  CANADA. 







 

	 	(g)

    	
  it
  understands and acknowledges that the Warrants will bear a legend in
  substantially the following form:

  THIS WARRANT AND THE COMMON SHARES TO
  BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER UNITED
  STATES FEDERAL OR STATE SECURITIES LAWS AND THE WARRANTS MAY NOT BE EXERCISED
  IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED
  STATES OR A U.S. PERSON WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL
  APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH
  AN APPLICABLE EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN
  OPINION OF COUNSEL TO SUCH EFFECT SATISFACTORY TO IT, EXCEPT THAT AN
  "ACCREDITED INVESTOR" AS DEFINED BY RULE 501(a) OF REGULATION D UNDER THE 1933
  ACT WHO PURCHASED THE WARRANTS FROM THE CORPORATION AND WHO REPRESENTS AT THE
  TIME OF EXERCISE OF THE WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES MADE
  BY IT IN THE SUBSCRIPTION AGREEMENT REMAIN TRUE AND CORRECT AT THE TIME OF
  EXERCISE OF THE WARRANTS SHALL NOT BE REQUIRED TO PROVIDE AN OPINION OF
  COUNSEL. 

  BY
  EXERCISING THIS WARRANT, THE HOLDER AGREES FOR THE BENEFIT OF THE CORPORATION
  THAT THE COMMON SHARES TO BE ISSUED THEREBY MAY BE OFFERED FOR SALE, SOLD OR
  OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION ; (ii)
  OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
  THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN
  A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT AND
  STATE SECURITIES LAWS, PROVIDED THAT THE CORPORATION SHALL HAVE RECEIVED AN
  OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS
  RELIED ON, EXCEPT THAT AN "ACCREDITED INVESTOR" AS DEFINED BY RULE 501(a) OF
  REGULATION D UNDER THE 1933 ACT WHO PURCHASED THE WARRANTS FROM THE
  CORPORATION AND WHO REPRESENTS AT THE TIME OF EXERCISE OF THE WARRANTS THAT
  THE REPRESENTATIONS AND WARRANTIES MADE BY IT IN THE SUBSCRIPTION AGREEMENT
  REMAIN TRUE AND CORRECT AT THE TIME OF EXERCISE OF THE WARRANTS SHALL NOT BE
  REQUIRED TO PROVIDE AN OPINION OF COUNSEL. 



	 	(h)

    	
  The
  Corporation will issue at the request of the Subscriber a replacement
  certificate free of the legend following a transfer made in compliance with
  Rule 144 under the 1933 Act or if the Subscriber delivers an opinion of
  counsel of recognized standing in form and substance satisfactory to the
  Corporation that the legend is no longer required.

	 	(i)

    	
  it consents
  to the Corporation making a notation on its records or giving instruction to
  the registrar and transfer agent of the Corporation in order to implement the
  restrictions on transfer set forth and described herein;

	 	(j)

    	
  the
  Subscriber, if an individual, is a resident of the state or other jurisdiction
  listed in its address on the signature page of the Subscription Agreement, or
  if the Subscriber is not an individual, the office of the Subscriber at which
  the Subscriber received and accepted the Corporation's offer to sell the
  Securities is the address listed on the signature page of the Subscription
  Agreement.

	 	(k)

    	
  
  SATISFY ONE OR MORE OF THE CATEGORIES INDICATED BELOW (PLEASE PLACE AN "X" IN
  THE APPROPRIATE BOXES):





 

 

	⇢	
  
  Category 1 
  a bank as defined in Section 3(a)(2) of
  the 1993 Act whether acting in its individual or fiduciary capacity; or

  other institution as defined in Section

	⇢	
  
  Category 2 
  a savings and loan association or
  3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary
  capacity; or

	⇢	
  
  Category 3
  a broker or dealer registered pursuant to Section 15 of the Securities
  Exchange Act of 1934; or 

	⇢	
  
  Category 4 an insurance company
  as defined in Section 2(13) of the 1933 Act; or

	⇢	
  
  Category 5 
  an investment company registered under
  the Investment Company Act of 1940; or

  an business development company as defined Section 2(a)(48) of the

	⇢	
  
  Category 6 
  in Investment Company Act of 1940; or

	⇢	
  
  Category 7 
  a small business investment company
  licensed by the U.S. Small Business Administration under Section 301(c) or (d)
  of the Small Business Investment Act or 1958; or

	⇢	
  
  Category 8 
  an employee benefit plan within the
  meaning of the Employee Retirement Income Security Act of 1974, if the
  investment decision is made by a plan fiduciary, as defined in Section 3(21)
  of such Act, which is either a bank, savings and loan association, insurance
  company, or registered investment adviser, or if the employee benefit plan has
  total assets in excess of US$5,000,000, or, if a self-directed plan, with
  investment decisions made solely by persons that are accredited investors; or

	⇢	
  
  Category 9a
  private business development company as defined in Section 202(a)(22) of the
  Investment Advisers Act of 1940; or

	⇢	
  
  Category 10 
  an organization described in Section
  501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or
  similar business trust, or a partnership, not formed for the specific purpose
  of acquiring the Securities, with total assets in excess of US$5,000,000; or

	⇢	
  
  Category 11 
  a plan established and maintained by a
  state, its political subdivisions, or any agency or instrumentality of a state
  or its political subdivisions, for the benefit of its employees, if such plan
  has total assets in excess of US$5,000,000; or

	⇢	
  
  Category 12 
  a director, executive officer or general
  partner of the Corporation; or

	⇢	
  
  Category 13 
  a natural person whose individual net
  worth, or joint net worth with that person's spouse, at the time of his
  purchase exceeds US$1,000,000; or

	⇢	
  
  Category 14 
  a natural person who had an individual
  income in excess of US$200,000 in each of the two most recent years or joint
  income with that person's spouse in excess of US$300,000 in each of those
  years and has a reasonable expectation of reaching the same income level in
  the current year; or

	⇢	
  
  Category 15 
  a trust, with total assets in
  excess of US$5,000,000, not formed for the specific purpose of acquiring the
  Securities, whose purchase is directed by a sophisticated person as described
  in Securities and Exchange Commission ("SEC") Section 506(b)(2)(ii); or



	⇢	
  Category
  16 an entity in which all of
  the equity owners meet one or more of the categories set forth above;

  








	
  
	
   

	
  
  Date

	
   

   

	
  

	
  
  Duly authorized signatory for Subscriber

	
   

	
   

	
  

	
  
  (Print name of Subscriber)





 

APPENDIX C 


WARRANT
CERTIFICATE FOR U.S. PURCHASERS


THE WARRANT REPRESENTED
BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE


_______________________________. 

THIS WARRANT AND THE
COMMON SHARES TO BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN
THE UNITED STATES OR A U.S. PERSON, NOR MAY THIS WARRANT BE EXERCISED WITHOUT
REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND
STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM AND
THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT
SATISFACTORY TO IT, EXCEPT THAT AN "ACCREDITED INVESTOR" AS DEFINED BY RULE
501(a) OF REGULATION D UNDER THE 1933 ACT WHO PURCHASED THE WARRANTS FROM THE
CORPORATION AND WHO REPRESENTS AT THE TIME OF EXERCISE OF THE WARRANTS THAT THE
REPRESENTATIONS AND WARRANTIES MADE BY IT IN THE SUBSCRIPTION AGREEMENT REMAIN
TRUE AND CORRECT AT THE TIME OF EXERCISE OF THE WARRANTS SHALL NOT BE REQUIRED
TO PROVIDE AN OPINION OF COUNSEL. 

BY EXERCISING THIS
WARRANT, THE HOLDER AGREES FOR THE BENEFIT OF THE CORPORATION THAT THE COMMON
SHARES TO BE ISSUED THEREBY MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "1933 ACT"); (iii) IN ACCORDANCE WITH RULE
144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM
REGISTRATION UNDER THE 1933 ACT AND STATE SECURITIES LAWS, PROVIDED THAT THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO
THE AVAILABILITY OF THE EXEMPTIONS RELIED ON, EXCEPT THAT AN "ACCREDITED
INVESTOR" AS DEFINED BY RULE 501(a) OF REGULATION D UNDER THE 1933 ACT WHO
PURCHASED THE WARRANTS FROM THE CORPORATION AND WHO REPRESENTS AT THE TIME OF
EXERCISE OF THE WARRANTS THAT THE REPRESENTATIONS AND WARRANTIES MADE BY IT IN
THE SUBSCRIPTION AGREEMENT REMAIN TRUE AND CORRECT AT THE TIME OF EXERCISE OF
THE WARRANTS SHALL NOT BE REQUIRED TO PROVIDE AN OPINION OF COUNSEL. "UNITED
STATES" AND "U.S. PERSON" ARE USED HEREIN AS DEFINED BY REGULATION S UNDER THE
1933 ACT. 

THE WARRANTS
REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE. 

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE NOT LISTED ON ANY STOCK EXCHANGE AND DO NOT
TRADE OVER ANY OVER THE COUNTER MARKET. THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THE WARRANTS ARE LISTED ON THE TORONTO STOCK EXCHANGE AND THE NASDAQ NATIONAL
MARKET; HOWEVER, THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS WILL
NOT BE FREELY TRADEABLE UNTIL EXPIRY OF THE "HOLD PERIOD" AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON SUCH STOCK EXCHANGES. 





 

ZI CORPORATION 


(Incorporated under the
laws of the Province of Alberta) 

	WARRANT CERTIFICATE NO.	 	SHARE PURCHASE WARRANTS
  TO PURCHASE  COMMON SHARES 


This is to certify that
for value received (the "Holder"), is the registered holder of h common share
purchase warrants ("Warrants"), entitling the Holder to subscribe for and
purchase one fully paid and non-assessable common share of Zi Corporation (the
"Corporation") for every one whole Warrant held by the Holder, up to and
including a total of common shares without nominal or par value of the
Corporation, upon the terms and conditions as hereinafter set forth. 

Exercise Date


The Warrants may be exercised, in whole
or in part, at any time prior to the expiry date by the Holder hereof: 


	
  
  (a)

    
	
  
  surrendering this Warrant certificate to
  the Corporation at Suite 2100, 840 - 7th
  Avenue, S.W.
  Calgary, Alberta, T2P 3G2;

	
  
  (b)

    
	
  
  duly completing and executing the
  exercise form attached hereto and made a part hereof and delivering same to
  the Corporation at Suite 2100, 840 - 7th Avenue S.W. Calgary, Alberta, T2P
  3G2; and

	
  
  (c)

    
	
  
  remitting cash, a certified cheque, bank
  draft or money order in lawful money payable to or to the order of the
  Corporation at par in the amount of the aggregate purchase price for the
  common shares of the Corporation subscribed for, which may not exceed the
  number shown on the face hereof.



The Corporation shall notify the Holder
in writing of any change of address of its office. 

Payment


The common shares
subscribed for must be paid in full at the time of subscription, by certified
cheque or bank draft payable in U.S. funds to or to the order of the
Corporation. 

Share Certificates


Upon compliance with
the conditions as aforesaid, the Corporation will cause to be issued to the
person or persons in whose name or names the shares so subscribed for are to be
issued the number of fully paid and non-assessable common shares subscribed for
and such person or persons shall be deemed upon presentation and payment as
aforesaid to be the holder or holders of record of such common shares. Within 30
days of compliance of the conditions aforesaid, the Corporation will cause to be
mailed or delivered to the holder at the address or addresses specified in the
subscription form, a certificate or certificates evidencing the number of common
shares subscribed for. 

Exercise in Whole or in Part


The Warrants may be
exercised in whole or in part and, if exercised in part, the Corporation shall
issue another certificate, in a form evidencing the remaining rights to purchase
common shares of the Corporation, provided that any such right shall terminate
on the expiry date. 





 

No Rights of Shareholder Until
Exercise 

The Holder shall have
no rights whatsoever as a shareholder (including any right to receive dividends
or other distribution to shareholders or to vote at a general meeting of the
shareholders of the Corporation), other than in respect of common shares which
the Holder shall have exercised his right to purchase hereunder and which the
Holder shall have actually taken up and paid for or in respect of such other
securities of the Corporation which the Holder may own. 

No Fractional Common Shares


No fractional common
shares will be issued upon exercise of the Warrants, nor shall any compensation
be made for such fractional common shares, if any. To the extent that the Holder
would otherwise be entitled to purchase a fraction of a common share, such right
may be exercised in combination with other rights which, in the aggregate,
entitles the Holder hereof to purchase a whole number of common shares. 


Transferability and Restrictions
on Trade 

The Holder may at any
time prior to the expiry date, upon surrender hereof to the Corporation at its
office and upon payment of the reasonable charges of the Corporation, exchange
this Warrant certificate for other Warrant certificates evidencing Warrants
entitling the registered holders thereof to acquire in the aggregate the same
number of common shares as may be acquired under the Warrants represented by
this certificate. The Warrants and all rights granted hereunder shall be
non-assignable and non-transferrable to any party by the Holder hereof. The
common shares ("Warrant Shares") issued upon exercise of the Warrants are not
transferable until ! except pursuant to an exemption from the prospectus and
registration requirements contained in the applicable securities legislation and
permission of The Toronto Stock Exchange. 

There is no guarantee
that such an exemption will be available. Holders of Warrants or common shares
issuable upon exercise of such Warrants hereby covenant and agree with the
Corporation that they shall not trade, offer for sale, or otherwise distribute
such securities for a period of 12 months from the date of issue or such longer
period as applicable regulatory authorities may require. 

Restrictions on Resale


The transfer of the
common shares issuable upon exercise of such Warrants may be restricted by
applicable securities laws and in some jurisdictions may be subject to an
indefinite hold period. The certificates representing the securities referred to
herein may be required to be legended with any applicable hold period. Holders
are advised to consult their own legal counsel in this regard. 

U.S. Persons and
persons in the United States understand and acknowledge that upon the issuance
thereof, and until such time as the same is no longer required under the
applicable requirements of the 1933 Act or applicable U.S. state laws and
regulations, the certificates representing the common shares issuable upon
exercise of the Warrants will bear a legend in substantially the following form:


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH SHARES MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED
FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE
WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE
EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND STATE SECURITIES LAWS, PROVIDED
THAT THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO
IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON. 

DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA. 





 

Adjustment


If prior to the Time of
Expiry or exercise in full of the Warrants evidenced herein, the Corporation
shall at any time arrange or merge into another corporation, or if there is a
subdivision, consolidation or other reclassification of the Shares of the
Corporation, the Warrant holder will thereafter receive, upon the exercise of
the Warrant(s) evidenced herein, the securities or properties to which a holder
of the number of shares then deliverable upon the exercise of the Warrant would
have otherwise been entitled to receive immediately prior to such arrangement,
merger, subdivision, consolidation or other reclassification. The Corporation
shall take steps as may be necessary to assure that the provisions hereof shall
thereafter be applicable, in relation to any securities or property thereafter
deliverable upon the exercise of the Warrants evidenced herein. A sale of all or
substantially all of the assets of the Corporation for consideration (apart from
the assumption of obligations), constituting securities shall be deemed to be an
arrangement or merger for the foregoing purposes. 

Miscellaneous


If any Warrant
certificate is lost, mutilated, destroyed or stolen, the Corporation may, on
such reasonable terms as to cost and indemnity or otherwise as they may impose,
respectively issue a replacement Warrant certificate similar as to denomination,
tenor and date as the Warrant certificate so lost, mutilated, destroyed or
stolen. 

The Warrants and the
common shares issuable upon exercise of the Warrants are not qualified for sale
under the laws of any province, territory or state. Compliance with the
applicable securities legislation is the responsibility of the Warrant holder or
its transferee. 

Warrant holders shall
be bound by any resolution passed at a meeting of the shareholders of the
Corporation held in accordance with the provisions of the Business Corporations
Act (Alberta). 

Time shall be of the
essence. 

IN WITNESS WHEREOF
the Corporation has caused its corporate seal to be affixed hereto and this
certificate to be signed by the signature of its duly authorized officer
effective the  day of h, 20_____. 

ZI CORPORATION

By: 

___________________________



THE COMMON SHARES TO BE
ISSUED PURSUANT TO THE EXERCISE OF THIS WARRANT EXERCISE FORM HAVE NOT AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT") AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO OR FOR
THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON WITHOUT
REGISTRATION UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES
OF THE UNITED STATES OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM.


Date: 

	TO: 
  	Zi Corporation 

  2100, 840 - 7th Avenue S.W. 

  Calgary, Alberta 

  T2P 3G2 




 

WARRANT EXERCISE
FORM FOR U.S. PURCHASERS 


The undersigned hereby
subscribes for the undernoted common shares of Zi Corporation at the exercise
price of $______funds per Share (Capitalized terms referred to herein have the
meanings ascribed thereto in the Warrant Certificate). 


Number of Common Shares    
_____________________________________


Exercise Price                            
_____________________________________



The undersigned
acknowledges the Shares issuable pursuant hereto may be subject to resale
restrictions and any certificates evidencing such Shares may be required to bear
a legend evidencing the applicable hold period which may be indefinite. 


By executing this
Warrant Exercise Form, the undersigned agrees that for the benefit of the
Corporation that the Shares to be issued thereby may be offered for sale, sold
or otherwise transferred or assigned for value only (i) to the Corporation (ii)
outside the United States in accordance with Rule 904 of Regulation S under the
1933 Act; (iii) in accordance with Rule 144 under the 1933 Act; OR (iv) in a
transaction that is otherwise exempt from registration under the 1933 Act and
state securities laws, provided that the Corporation shall have received an
opinion of counsel satisfactory to it as to the availability of the exemptions
relied on. 

The undersigned
understands and acknowledges that upon the issuance thereof, and until such time
as the same is no longer required under the applicable requirements of the 1933
Act or applicable U.S. state securities laws and regulations, the certificates
representing the common shares issuable pursuant to the execution of this
Warrant Exercise Form will bear a legend substantially as follows: 

"THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH SHARES MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED
FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE
WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE
EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND STATE SECURITIES LAWS, PROVIDED
THAT THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO
IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON." 

"DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA." 

Check one: 

	⇢	
  By the
  undersigned's signature below, the undersigned represents and warrants to the
  Corporation that the representations and warranties that the undersigned made
  to the Corporation in the Subscription Agreement whereby the undersigned
  acquired the Warrants from the Corporation are true and correct as of the date
  hereof, it being understood that the Corporation may require an opinion of
  counsel as to the availability of exemptions from registration under the 1933
  Act and applicable state securities laws.

  

	⇢	
  If
  applicable, enclosed herewith is an opinion of counsel as to the availability
  of an exemption from registration under the 1933 Act which the undersigned
  understands must be satisfactory to the Corporation.

  





 

The foregoing
acknowledgements, representations and warranties are made by the holder with the
intent that they be relied upon and the undersigned hereby agrees to indemnify
the Corporation against all losses, claims, cost, expenses and damages or
liabilities which the Corporation may suffer as a result of reliance thereon.


The undersigned hereby directs that the
said Shares be registered as follows: 

	Print the
  Subscriber's name in full	Print the
  complete address, including zip code to which the Shares are to be registered	Print the
  number of Shares being acquired
	 	 	  



If securities are issued to a person
other than the Warrant holder, the Warrant holder must pay to the Corporation
all eligible taxes and the signature of the Warrant holder must be guaranteed.)


DATED this ______day of
__________________, 20 . 



_____________________________________

Signature of Subscriber 



____________________________________

Print Name in Full 



_____________________________________

Address in full 

IN WITNESS WHEREOF
the Corporation has caused its corporate seal to be affixed hereto and this
certificate to be signed by the signature of its duly authorized officer
effective the ___ day of __________20,__. 

	 	ZI CORPORATION 
  
  By: 

  _______________________






     

SUBSCRIPTION
AGREEMENT 

(Alberta, British Columbia, Ontario and Offshore) 

TO: Zi Corporation (the
"Corporation") 

The undersigned
(hereinafter referred to as the "Subscriber") hereby agrees to subscribe for the
number of Units ("Units") set forth below at a subscription price of $2.00
(U.S.) per Unit, each Unit being comprised of one common share ("Common Share")
of the Corporation and one-half (1/2) of a common share purchase warrant
("Warrant"), each whole Warrant being exercisable into one Common Share on or
before May 31, 2006 at an exercise price of $2.25 (U.S.) per Common Share, for
the aggregate consideration set forth below upon and subject to the terms and
conditions set forth in the attached "Terms and Conditions of Subscription of
Units of Zi Corporation" (of which this face page forms a part). 

	
   	 	
  Number of Units:	 	 
	
  (Name of Subscriber - please print)	 	 	 	 
	
   	 	 	 	 
	
  By:	 	 	 	 
	
                  
  Authorized Signature	 	 	 	 
	
     	 	 	 	 
	
   	 	 	 	 
	
  (Official Capacity or Title if
  Subscriber is a Corporation - please print)	 	
  Aggregate Consideration ("Investment") :
  (U.S. $)	 
	
   	 	 	 	 
	
   	 	 	 	 
	
  Please print name of individual whose
  signature appears above if different	 	 	 	 
	
  than the name of the Subscriber printed
  above	 	 	 	 
	
   	 	 	 	 
	
  (Subscriber's Address)	 	 	 	 
	
   	 	
  If the Subscriber is signing as agent
  for a principal and is not a trust
	
   	 	
  company or an insurer or a portfolio
  manager, in either case, purchasing as
	
   	 	
  trustee or agent for accounts fully
  managed by it, complete the following:
	
   	 	 	 	 
	
   	 	
  Name of Principal	 	 
	
  (Telephone Number)	 	
  Principal's address	 	 
	
   	 	 	 	 
	
   	 	 	 	 
	
  	 	 	 	 
	
  	 	 	 	 
	
  Register the Common Shares and Warrants
  as set forth below:	 	
  Deliver the Common Shares and Warrants
  as set forth below:
	
   	 	 	 	 
	
   	 	 	 	 
	
  Name	 	
  Name	 	 
	
   	 	 	 	 
	
  Account reference, if applicable	 	
  Account reference, if applicable	 
	
   	 	 	 	 
	
  Address	 	
  Address	 	 
	
   	 	 	 	 
	
   	 	 	 	 
	
   	 	 	 	 
	
   	 	
  Telephone number	 	 
	
   	 	 	 	 
	
  	 	 	 	
  No:


 

ACCEPTANCE:
The Corporation hereby accepts the above subscription upon and subject to the
terms and conditions set forth in the "Terms and Conditions of Subscription of
Units of Zi Corporation" attached hereto. 


Zi Corporation 



     _____________________________________________ , 2003


Per: _________________________________

THIS IS THE FIRST
PAGE OF A SUBSCRIPTION AGREEMENT COMPRISED OF 11 PAGES (NOT INCLUSIVE OF
SCHEDULES). ALL SUBSCRIBERS MUST PROVIDE TO THE CORPORATION THE INFORMATION
REQUESTED ON THIS FACE PAGE, COMPLETE THIS AGREEMENT BY EXECUTING THIS FACE PAGE
AND COMPLETE SCHEDULE "A" - PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING.


ALBERTA AND BRITISH
COLUMBIA SUBSCRIBERS THAT ARE ACCREDITED INVESTORS MUST COMPLETE SCHEDULE "B"
-ACCREDITED INVESTOR CERTIFICATE FORM (ALBERTA AND BRITISH COLUMBIA). ONTARIO
INVESTORS MUST COMPLETE SCHEDULE "C" CERTIFICATE OF ONTARIO ACCREDITED INVESTOR,
AND THE APPLICABLE STATUTORY DECLARATION IN SCHEDULE "D" OR "E". 

 1 




2

 

TERMS AND CONDITIONS
OF SUBSCRIPTION OF UNITS OF ZI CORPORATION


Recitals:


WHEREAS 
the Subscriber has agreed to invest an
amount equal to the Investment in the Corporation by subscribing for Units of
the Corporation; and 

WHEREAS 
in consideration of the Subscriber
entering into this Agreement and subscribing for Units, the Corporation agrees
to issue Units, upon the terms and conditions herein set forth; 

NOW THEREFORE THIS
AGREEMENT WITNESSETH THAT in
consideration of the premises and agreements herein contained, it is mutually
declared, covenanted and agreed by and between the parties as follows. 


1. Definitions


	
  1.1  
  
	
   In this Agreement,
  including the recitals hereof, unless the context otherwise requires: 
  



	
   
	
  (a)

    
	
  
  "Agreement" means this agreement,
  including "Terms and Conditions of Subscription of Units of Zi Corporation"
  and the accompanying face page, as amended from time to time;

	
   
	
  (b)

    
	
  
  "Closing" means the delivery and payment
  for the Units, which may occur in stages on different dates, to take place at
  10:00 a.m., Calgary time, on the Closing Date or such other time as the
  Corporation may determine;

	
   
	
  (c)

    
	
  "Closing Date" means
  a date on which a Closing occurs, the first such Closing Dates being the
  "Initial Closing Date", as such term is defined in Section 5.1 hereof;

  

	
   
	
  (d)

    
	
  "Common Share" means
  one (1) fully paid and non-assessable common share in the share capital of the
  Corporation;

	
   
	
  (e)

    
	
  "Corporation" means
  Zi Corporation;

	
   
	
  (f)

    
	
  
  "Investment" means the aggregate
  consideration paid by the Subscriber to the Corporation for the Units pursuant
  to Clause 3.1 hereof and as set out on the face page hereof;

	 	(g)

    	
  "Offshore Subscriber" means a Subscriber who is resident outside of Canada and
  the United States;
	 	(h)

    	
  "Securities" means, collectively, the Units, the Common Shares and Warrants
  comprising the Units, and the Warrant Shares;
	 	(i)

    	
  "Subscriber" means that person or entity who is named as the subscriber on the
  face page hereof;


	 	(j)	
  "Subscription Price" means a subscription amount of $2.00 (U.S.) per Unit;
	 	(k)

    	"Unit"
  means units of the Corporation comprised of one (1) Common Share and one-half
  (1/2) of a Warrant;
	 	(l)

    	
  "Warrant"
  means one (1) whole non-transferable common share purchase warrant entitling
  the holder to purchase one additional Common Share at an exercise price of
  $2.25 (U.S.) per Common Share, exercisable on or before 4:00 p.m. (Calgary
  time), on or before May 31, 2006; and

	 	(m)

    	
  "Warrant Shares" means the Common Shares issuable on exercise of the Warrants.

  




 


	
       3

  



	1.2  
  	
   In this
  Agreement the headings of the articles and clauses are inserted for
  convenience of reference only and shall not affect the meaning or construction
  thereof.

	1.3	
  In this
  Agreement, words importing the singular include the plural, words importing
  the masculine gender include the feminine and vice versa.

	1.4	
  .In this
  Agreement all dollar amounts are expressed in United States dollars.

	2.	
  
  General Description of Securities

	2.1	
  The Common
  Shares underlying the Units are listed and posted for trading on The Toronto
  Stock Exchange and are quoted on the NASDAQ National Market (collectively the
  "Exchanges"). Neither the Units nor the Warrants are or will be listed or
  quoted on any recognized stock exchange or stock market.

	2.2	
  No
  fractional Common Shares will be issued. Any exercise of Warrants which would
  result, but for this Section, in a fraction, will be rounded down to the next
  whole number.

	2.3	
  The sale
  and delivery of the Securities subscribed for hereby is conditional upon such
  sale being exempt from the prospectus and offering memorandum requirements of
  any applicable statute relating to the sale of such Securities or upon the
  issuance of such orders, consents or approvals as may be required to permit
  such sale without the requirement of preparing, filing or delivering a
  prospectus or an offering memorandum.

	2.4	
  
  Subscribers should note that the Securities will be subject to statutory
  restrictions upon resale, including hold periods, and that the certificates
  representing such Securities will bear a legend to that effect. Subscribers
  are advised to consult their own legal advisors in respect of restrictions on
  resale and the suitability of an investment in the Securities offered hereby.

	3.	
  
  Subscription for Units

	3.1	
  The
  Subscriber hereby irrevocably subscribes for and agrees to purchase from the
  Corporation, subject to the terms and conditions set forth herein, the number
  of Units as set forth on the face page hereof at the Subscription Price per
  Unit and the total Investment as set forth on the face page hereof and the
  Corporation accepts such subscription for Units in accordance with the terms
  hereof.

	3.2	
  The
  Subscriber agrees to pay to the Corporation the amount of the Investment as
  set forth and described on the face page hereof by delivering to the
  Corporation, concurrent upon the execution and delivery of this Agreement, a
  certified cheque, bank draft or money order in the full amount of the
  Investment for the Units subscribed for hereunder.

	3.3	
  The
  Subscriber hereby acknowledges that acceptance of the subscription is subject
  to rejection or allotment, in whole or in part, by the Corporation.

	3.4	
  The
  Subscriber acknowledges that the Units subscribed for herein form part of a
  larger private placement of up to a maximum of Four Million (4,000,000) Units
  for an aggregate amount of Two Million Two Hundred Fifty Thousand Dollars
  ($2,250,000) (U.S.), but there is no minimum offering.

	3.5	
  The
  Subscriber acknowledges that, subject to all necessary regulatory approvals,
  the Corporation may pay a commission in cash and/or securities to registered
  dealers providing services in the private placement, subject to negotiation
  and applicable regulatory approvals.

	3.6	
  Subject to
  the terms hereof, this subscription will be effective upon its acceptance by
  the Corporation and subject to receipt of all applicable regulatory and stock
  exchange approvals.





 

4 

	4.

    	
  Completion of Schedules

  
	4.1	
  The Subscriber shall complete, execute
  and return the following documents along with one (1) fully executed copy of
  this Agreement to the Corporation:


	 	(a)

    	
  Schedule "A",
  Private Placement Questionnaire and Undertaking (All Subscribers must
  complete);

  
	 	(b)

    	
  Schedule "B",
  Certificate of Accredited Investor (ALBERTA AND BRITISH COLUMBIA residents
  subscribing as Accredited Investors must complete);

  
	 	(c)

    	
  Schedule "C" 
  Certificate of Ontario Accredited
  Investor (All ONTARIO Subscribers must complete); and

  
	 	(d)

    	
  either 
  Schedule "D",
  Statutory Declaration for an Individual or 
  Schedule "E" 
  Statutory Declaration for a Corporation,
  as applicable (FOR ONTARIO SUBSCRIBERS ONLY).

  


	4.2	
  The
  Subscriber shall send to the Corporation a certified cheque, money order, bank
  draft or funds transmitted by wire payable to the Corporation for the
  aggregate subscription price of the Units subscribed for under this
  Subscription Agreement or payment in such manner as is acceptable to the
  Corporation. The Corporation's obligations to issue Units subscribed for to a
  Subscriber is conditional upon receipt of subscription funds prior to or at
  Closing.

	4.3	
  The
  Subscriber shall complete, execute and return to the Corporation as soon as
  possible on request by the Corporation any additional documents,
  questionnaires, notices and undertakings as may be required by regulatory
  authorities, stock exchanges and applicable law.

	5.0	
  
  Closing

	5.1	
  The Closing
  will be completed at the offices of Borden Ladner Gervais LLP (legal counsel
  to the Corporation), 1000 Canterra Tower, 400 - 3rd Avenue, S.W., Calgary,
  Alberta, T2P 4H2, on such date and time as the Corporation shall determine
  (the "Initial Closing Date"). Subsequent Closings may also occur and
  subscription proceeds received after the Initial Closing Date will be held by
  the Corporation until such Subsequent Closing date or dates (such subsequent
  closing date herein referred to as a "Closing Date"), provided that the
  Initial Closing Date and any subsequent Closing Date shall be within the time
  periods approved by The Toronto Stock Exchange (the "TSX").

	5.2	
  
  Certificates representing the Common Shares and Warrants comprising the Units
  will be available for delivery at the applicable Closing.

	5.3	
  The
  Subscriber hereby irrevocably authorizes the Corporation, in its sole
  discretion:



	 	(a)

    	
  to act as
  its representative at the Closing and to execute in its name and on its behalf
  all closing receipts and documents required;

	 	(b)

    	
  to complete
  or correct any errors or omissions in any form or document, including this
  Agreement, provided by the undersigned; and

	 	(c)

    	
  to receive
  on the undersigned's behalf any certificates representing the Common Shares
  and Warrants comprising the Units subscribed for hereunder.



	5.4	
  
  The Corporation shall be entitled to rely on delivery of a
  facsimile copy of this Agreement and acceptance by the Corporation of such
  agreement shall be legally effective to create a valid and binding agreement
  between the Subscriber and the Corporation in accordance with the terms
  hereof.





5 

	6.0	
  
  Acknowledgments of Subscriber

	
  6.1
	
  The
  Subscriber acknowledges and agrees that:



	
   
	
  (a)

    
	
  it has been
  independently advised as to restrictions with respect to trading in the
  Securities imposed by applicable securities legislation in the jurisdiction in
  which it resides, confirms that no representation has been made to it by or on
  behalf of the Corporation with respect thereto, acknowledges that it is aware
  of the characteristics of the Securities, the risks relating to an investment
  therein and of the fact that it may not be able to resell the Securities
  except pursuant to exemptions under applicable securities legislation and
  regulatory policy and that the Securities may be subject to resale
  restrictions and may bear a legend to this effect;

	
   
	
  (b)

    
	
  the
  Securities will be subject to statutory resale restrictions during which the
  Securities may not be resold without a further statutory exemption being
  available to a Subscriber or without an appropriate discretionary order
  pursuant to applicable securities laws being obtained;

	
   
	
  (c)

    
	
  no
  securities commission or similar regulatory authority has reviewed or passed
  on the merits of the Securities;

	
   
	
  (d)

    
	
  there is no
  government or other insurance covering the Securities;

	
   
	
  (e)

    
	
  there are
  risks associated with the purchase of the Securities;

	
   
	
  (f)

    
	
  there are
  restrictions on the Subscriber's ability to resell the Securities and it is
  the responsibility of the Subscriber to ascertain what those restrictions are
  and to comply with these restrictions before selling the Securities;

	
   
	
  (g)

    
	
  the
  Corporation has advised the Subscriber that the Corporation is relying upon an
  exemption from the requirements to provide the Subscriber with a prospectus
  and to sell the Securities through a person or company registered to sell
  securities under the 
  Securities Act (Alberta) ("Alberta
  Act") the Securities Act 
  (Ontario) ("Ontario Act") and the 
  Securities Act 
  (British Columbia) (the"B.C. Act") and
  as a consequence of acquiring the Securities pursuant to an exemption, certain
  rights and remedies provided by such securities legislation, including
  statutory rights of recission or damages, will not be available to the
  Subscriber;

	
   
	
  (h)

    
	
  the
  decision to execute this Agreement and purchase the Units agreed to be
  purchased hereunder has not been based upon any oral or written representation
  as to fact or otherwise made by or on behalf of the Corporation, and that the
  decision is based entirely upon the Subscriber's review of information which
  has been filed by the Corporation with the Ontario Securities Commission,
  Alberta Securities Commission or the TSX in compliance, or intended
  compliance, with applicable securities legislation (collectively the "Public
  Record");

	
   
	
  (i)

    
	
  the
  Subscriber has not purchased the Units as a result of any form of general
  solicitation or advertising, including advertisements, articles, notices or
  other communications published in any newspaper, magazine or similar media or
  broadcast over radio, television or internet or any seminar or meeting whose
  attendees have been invited by general solicitation or general advertising;

	
   
	
  (j)

    
	
  the
  Subscriber is aware that no prospectus has been filed with any securities
  commissions in connection with the sale of the Units, and it is purchasing the
  Units pursuant to an exemption from the prospectus requirements under
  applicable securities laws and, as a consequence: (i) it is restricted from
  using most of the civil remedies available under securities legislation; (ii)
  it may not receive information that would otherwise be required to be provided
  to it under securities legislation; and (iii) the Corporation is relieved of
  certain obligations that would otherwise apply under securities legislation;





6 

	 	(k)

    	
  the
  Subscriber has been advised to consult its own legal advisors with respect to
  applicable resale restrictions and the Subscriber is solely responsible (and
  the Corporation is not responsible) for compliance with applicable resale
  restrictions;

	 	(l)

    	
  this
  Agreement is not enforceable by the Subscriber unless and until it has been
  accepted by the Corporation;

	 	(m)

    	
  the
  Subscriber and each beneficial purchaser for whom the Subscriber is acting are
  resident at the address set out in the face page of this Agreement;

	 	(n)

    	
  the
  representations and warranties of the Subscriber contained herein will be true
  and correct both as of the execution of this Agreement and as of the Closing
  Date and shall survive the completion of the issuance of the Units;

	 	(o)

    	
  the
  Subscriber is purchasing the Securities for investment only and not with a
  view to resale or distribution and will resell the Securities only in
  accordance with the provisions of applicable securities legislation and stock
  exchange rules;

	 	(p)

    	
  if an
  individual, the Subscriber is of full age of majority and is legally competent
  to execute this Agreement and take all action pursuant thereto;

	 	(q)

    	
  this
  Agreement has been duly and validly authorized, executed and delivered by and
  constitutes a legal, valid, binding and enforceable obligation of the
  Subscriber;

	 	(r)

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

	 	(s)

    	
  if the
  Subscriber is a corporation, syndicate, partnership or other form of
  unincorporated organization, the person executing this Agreement on behalf of
  the Subscriber has the necessary power and authority to do so and the
  Investment contemplated hereby has been duly authorized by all necessary
  action of the Subscriber;

	 	(t)

    	
  if required
  by applicable securities legislation, policy or order or securities
  commission, stock exchange or other regulatory authority, the Subscriber will
  execute, deliver, file and otherwise assist the Corporation in filing such
  reports, undertakings and other documents with respect to the issue of the
  Securities;

	 	(u)

    	
  the
  Subscriber is not a U.S. person (as such term is defined in Regulation S under
  the 1933 Act, which definition includes an individual resident in the United
  States and an estate or trust of which any executor, administrator or trustee
  is a U.S. person), and is not purchasing the Securities for the account or
  benefit of a U.S. person, and it was not offered the Securities in the United
  States, and did not execute or deliver this Agreement or deliver payment for
  the Securities in the United States; and

	 	(v)

    	
  the
  Subscriber has no intention to distribute either directly or indirectly any of
  the Securities in the United States or to persons resident in the United
  States.



	7.0	
  
  Representations, Warranties and Covenants of the Subscriber
  




Pursuant to applicable securities laws, only Subscribers who are able to meet
certain qualifications are eligible to subscribe for Units. Set out below are
seven different sets of representations and warranties that a Subscriber may
make in order to qualify to subscribe for Units. For example, if a Subscriber is
an Ontario resident, the Subscriber must be able to provide the representations
and warranties set out in Section 7.1. The Subscriber hereby represents,
warrants and covenants to the Corporation, (which representations, warranties
and covenants shall be true and 




7 

correct on the date
hereof and at the Closing Date with the same force and effect as if they had
been made as at the Closing Date and which shall survive Closing) and
acknowledges that the Corporation and its counsel are relying thereon as
follows: 

(CHECK THE APPLICABLE SUBSECTION,
NUMBERED FROM 7.1 TO 7.6) 

	
  7.1
	
  ⇢

    
	
  Ontario
  Residents - Accredited Investor



	
   
	
  
  (a)

    
	
  
  the Subscriber is resident in Ontario;
  and

	
   
	
  
  (b)

    
	
  
  the Subscription for Units is made by it
  as principal with investment intent; and

	
   
	
  
  (c)

    
	
  
  the issuance of Securities will be made
  pursuant to the securities exemption contained in section 2.3 of the Ontario
  Securities Commission Rule 45-501 (the "Ontario Rule") made pursuant to the
  Ontario Act; and

	
   
	
  
  (d)

    
	
  
  the Subscriber has informed itself of
  the Corporation's state of affairs and property interests; and

	
   
	
  
  (e)

    
	
  
  the Subscriber is an "accredited
  investor" as defined in the Ontario Rule and agrees to complete and return
  Schedule "C" hereof and, if required by the Corporation, execute and return
  the Statutory Declaration attached hereto as Schedule "D" or "E" as part of
  the documentation required by paragraph 3.1 hereof.



	7.2	
  ⇢

    	
  British Columbia Residents - Accredited
  Investor 

  
	 	
  The Subscriber is: 


	 	(a)

    	
  resident in
  British Columbia; and

	 	(b)

    	
  an
  "Accredited Investor" as such term is defined in Multilateral Instrument
  45-103 Capital Raising
  Exemptions (Part 5)
  and is purchasing the Units as principal for its own account and not for the
  benefit of any other person, for investment purposes only and not with a view
  to resale of distribution; and

	 	(c)

    	
  
  specifically represents and warrants that one or more of the categories set
  forth in the Accredited Investor Certificate Form attached hereto as Schedule
  "B" correctly, and in all respects describes the Subscriber and the Subscriber
  has so indicated by marking the box next to the category which so describes
  the Subscriber and executing and delivering a copy of the Accredited Investor
  Certificate Form with this Subscription Agreement.



	
  
  7.3
	
  
  ⇢

    
	
  
  Alberta Residents - Friends, Family and
  Business Associates 
  

  
  The Subscriber is a resident of Alberta,
  is purchasing the Units pursuant to the Family, Friends and Business
  Associates Exemption contained in Multilateral Instrument 45-103 (Part 3), is
  purchasing the Units as principal and the Subscriber is 
  (circle appropriate subclause(s)):
  



	
   
	
  
  (a)

    
	
  
  a director, senior officer, or control
  person of the Corporation, or an affiliate of the Corporation;

	
   
	
  
  (b)

    
	
  
  a spouse, parent, grandparent, brother,
  sister or child of a director, senior officer or control person of the
  Corporation, or an affiliate of the Corporation;

	
   
	
  
  (c)

    
	
  
  a close personal friend of a director, senior officer or
  control person of the Corporation, or an affiliate of the Corporation;





8 

	 	(d)

    	a close
  business associate of a director, senior officer or control person of the
  Corporation; or
	 	(e)

    	a
  person or company that is wholly-owned by any combination of persons or
  companies described in subclauses (a) to (d).


	
  7.4
	
  ⇢

    
	
  Alberta
  Residents - Accredited Investor Exemption
  

  The
  Subscriber is 



	
   
	
  
  (a)

    
	
  
  resident in Alberta; and

	
   
	
  
  (b)

    
	
  
  an "Accredited Investor" as such term is
  defined in Multilateral Instrument 45-103 
  Capital Raising Exemptions 
  (Part 5) and is purchasing the Units as
  principal for its own account and not for the benefit of any other person, for
  investment purposes only and not with a view to resale of distribution; and

	
   
	
  
  (c)

    
	
  
  specifically represents and warrants
  that one or more of the categories set forth in the Accredited Investor
  Certificate Form attached hereto as Schedule "B" correctly, and in all
  respects describes the Subscriber and the Subscriber has so indicated by
  marking the box next to the category which so describes it and executing and
  delivering a copy of the British Columbia or Alberta Accredited Investor
  Certificate Form with this Subscription Agreement.

	
  7.5
	
  ⇢

    
	
  Alberta
  Residents - Employees 
  

  The
  Subscriber is 



	
   
	
  (a)

    
	
  resident in
  Alberta;

	
   
	
  (b)

    
	
  one of the
  following:

	
   
	
   
	
  (i)

    
	
  an
  employee, senior officer, director of consultant of the Corporation or of an
  affiliated entity of the Corporation;

	
   
	
   
	
  (ii)

    
	
  a trustee,
  custodian, or administrator acting on behalf of a person or company referred
  to in subparagraph (i);

	
   
	
   
	
  (iii)

    
	
  a holding
  entity of an individual referred to in subparagraph (i);

	
   
	
   
	
  (iv)

    
	
  an RRSP or
  RRIF of an individual referred to in subparagraph (i);

	
   
	
   
	
  (v)

    
	
  the spouse
  of an individual referred to in subparagraph (i); or

	
   
	
   
	
  (vi)

    
	
  an RRSP or
  RRIF of the spouse of an individual referred to in subparagraph (i); and

	
   
	
  (c)

    
	
  
  the purchase of the Common Shares is voluntary (and more
  specifically, that the person referred in subparagraph (b) above has not been
  induced to participate in this private placement by expectation of
  employment/services or continued employment/services to the Corporation or an
  affiliated entity of the Corporation.





9

	7.6	⇢

    	Offshore
  Residents 
  The Subscriber certifies that it is
  not resident in Alberta or Canada or the United States, that it may lawfully
  subscribe for the Securities pursuant to the laws of the jurisdiction of its
  residence, and its subscription complies with the provisions of all applicable
  securities legislation in the jurisdiction of its residence and will provide
  such evidence of compliance therewith as the Corporation may request. 
  

	8.0	
  
  Representations, Warranties and Covenants of the Corporation
  

	8.1	
  The
  Corporation hereby represents, warrants and covenants to the Subscriber that:
  



	
   
	
  (a)

    
	
  
  it has been duly incorporated and
  organized and is a valid and subsisting corporation under the laws of the
  Province of Alberta, and is duly qualified to carry on business in the
  Province of Alberta and in each other jurisdiction, if any, wherein the
  carrying out of the activities contemplated makes such qualifications
  necessary;

	
   
	
  (b)

    
	
  it has the
  full corporate right, power and authority to execute this Agreement, and to
  issue the Securities to the Subscriber pursuant to the terms of this
  Agreement;

	
   
	
  (c)

    
	
  this
  Agreement constitutes a binding and enforceable obligation of the Corporation,
  enforceable in accordance with its terms;

	
   
	
  (d)

    
	
  the
  Securities, when allotted and issued, will be fully paid and non-assessable;

	
   
	
  (e)

    
	
  there is no
  suit, action, claim, investigation or inquiry by any person or entity or any
  administrative agency or governmental body, and no legal, administrative or
  arbitration proceeding pending, or to the Corporation's knowledge, threatened
  against the Corporation which has or will materially affect the Corporation's
  ability to consummate the transactions herein contemplated; and

	
   
	
  (f)

    
	
  the
  Corporation is a "reporting issuer" within the meaning of the Alberta
  Securities Act and the Ontario Securities Act, and its Common Shares are
  listed for trading on the TSX and are quoted on the NASDAQ National Board.



	9.	
  
  Resale Restrictions and Legending of Securities

	9.1	
  The
  Subscriber agrees that it will not resell the Securities acquired hereunder
  unless same have been held for four (4) months following Closing and THE
  CERTIFICATES SHALL HAVE PRINTED THEREON A LEGEND INDICATING THE HOLD
  PERIOD. The Common Shares and Warrants shall be deemed acquired on
  Closing.

	9.2	
  Each
  Subscriber is responsible for seeking appropriate legal advice to determine
  the applicable resale restrictions and for complying with same.

	
  10.
	
  
  Notice

	
  10.1
	
  Any notice
  or other communication or instrument required or permitted to be given or
  delivered hereunder shall be in writing and shall be well and sufficiently
  given and delivered if enclosed in a sealed envelope, and given or delivered
  during regular office hours, to the parties at their respective addresses as
  follows:



	 	
  TO THE
  SUBSCRIBER:

  At the
  address of the Subscriber shown on the execution page hereof.

  TO THE CORPORATION: 

  Zi Corporation 

  2100, 840 - 7th
  Avenue, S.W. 

  Calgary, Alberta T2P 3G2 





10 

	
  10.2
	
  Any notice
  so given shall be conclusively deemed to have been given when delivered, if
  given or personally.

	10.3	
  Either
  party may change its address for notice hereunder by notice given in the
  foregoing manner.

	11.	
  
  General



	11.1	
  Each party
  shall from time to time, and at all times, do such further acts and execute
  and deliver all such further instruments, deeds and documents as shall be
  reasonably required in order to fully perform and carry out the terms of this
  Agreement and to comply with applicable securities legislation.

	11.2	
  This
  Agreement may not be assigned by either party.

	11.3	
  Except as
  otherwise provided herein, this Agreement shall enure to the benefit of and
  shall bind the parties hereto and their respective successors and any
  permitted assigns.

	11.4	
  Nothing
  herein contained shall be read or construed as creating between the parties
  hereto a relationship of agents, partners or joint venturers.

	11.5	
  Time is of
  the essence in this Agreement.

	11.7	
  This
  Agreement may only be amended by written agreement signed by the Corporation
  and the Subscriber.

	11.7	
  The terms
  of this Agreement express and constitute the entire agreement between the
  parties hereto pertaining to the subject matter hereof and no implied covenant
  or liability of any kind is created or shall arise by reason of these presents
  or anything in this Agreement contained.

	11.8	
  This
  Agreement shall be governed and interpreted in accordance with the laws of the
  Province of Alberta and shall for all purposes be deemed to have been made in
  the Province of Alberta and the parties hereto irrevocably attorn to the
  jurisdiction of the courts of the Province of Alberta and all representations
  and warranties contained herein shall survive the execution of this Agreement.

	11.9	
  Nothing in
  this Agreement will prevent the Corporation from carrying out any form of
  public or private financing, whether by the issuance of common or preferred
  shares or otherwise.

	11.10	
  No waiver
  by either party hereto of any provision hereof shall be effective unless in
  writing, and a waiver shall affect only the matter, and the occurrence
  thereof, specifically identified in the writing granting such waiver and shall
  not extend to any other matter or occurrence.

	11.11	
  This
  Agreement may be executed in several counterparts, each of which when so
  executed shall be deemed to be an original, and all of which when taken
  together shall institute one and the same Agreement.

	11.12	
  Upon
  execution by the parties hereto this Agreement shall be deemed to be effective
  and shall be deemed to be entered into on the day and year first above
  written.





 


SCHEDULE "A" 


PRIVATE PLACEMENT
QUESTIONNAIRE AND UNDERTAKING 

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

QUESTIONNAIRE 

	1.

    	
  DESCRIPTION OF TRANSACTION

  
	(a)

    	Name of
  Issuer of the Securities


	 	
  
  ZI CORPORATION

	 	
   



	 	 
	(b)

    	Number and
  Class of Securities to be Purchased


	 	
  
  Units, each Unit comprised of one (1)
  Common Share and one-half (1/2) of a Warrant, each Whole Warrant entitling the
  holder acquire an additional Common Share at a price of $2.25 (U.S.) expiring
  May 31, 2006.



	(c)

    	Purchase
  Price 


	 	
  
  $2.00 (U.S.) per Unit 

	 	
   



	2.

    	
  DETAILS OF PURCHASER 
  

  


	(a)

    	Name of
  Purchaser 


	 	
   

	 	
   



	(b)

    	Address


	 	
   

	 	
   



	(c)

    	Name and
  addresses of persons having a greater than 10% beneficial interest in the
  purchaser 


	 	
   

	 	
   





- 2 -


	3.

    	RELATIONSHIP TO
  ISSUER
	(a)

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



	 	
   

	 	
   



	(b)

    	If the
  answer to (a) is "no", are the purchaser and the issuer controlled by the same
  person or company? If so, give details.


	 	
   

	 	
   



	4.

    	
  
  DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

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



	 	
   

	 	
   





UNDERTAKING


To: The Toronto Stock
Exchange 

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

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

	DATED AT	
   

	 	 
	this
  _______ day of ________________, 2003. 
	 	 
	
   

	(Name of
  Purchaser - please print)
	 
	
   

	(Authorized
  Signature)
	 
	
   

	(Official
  Capacity - please print)
	 
	
   

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


 




SCHEDULE "B" 


ACCREDITED INVESTOR
CERTIFICATE FORM 

(Alberta and British Columbia Subscribers) 

Please check the
category of accredited investor upon which you are relying for your
representations contained in Section 7.2 or 7.4 of the Subscription Agreement.


The Subscriber
certifies, represents and warrants to the Corporation that: IT SATISFIES ONE OR
MORE OF THE CATEGORIES INDICATED BELOW (PLEASE MAKE AN "X" OR SIMILAR MARK IN
THE APPROPRIATE BOXES). 

Accredited Investor means:

	
  ⇢	
  (a)
	
  a Canadian financial
  institution, or an authorized foreign bank listed in Schedule III of the Bank
  Act (Canada);

	 	 	 
	
  ⇢	
  (b)	
  the Business Development Bank of Canada
  incorporated under the Business 
  Development Bank of Canada Act (Canada);
	 	 	 
	
  ⇢	
  (c)	
  an association under the 
  Cooperative Credit Associations
  Act (Canada) located
  in Canada;
	 	 	 
	
  ⇢	
  (d)	
  a subsidiary of any person or company
  referred to in categories (1) to (3), if the person or company owns all of the
  voting securities of the subsidiary, except the voting securities required by
  law to be owned by directors of that subsidiary;
	 	 	 
	
  ⇢	
  (e)	
  a person or company registered under the
  securities legislation, or under the securities legislation of another
  jurisdiction of Canada, as an adviser or dealer, other than a limited market
  dealer registered under the Securities Act (Ontario);
	 	 	 
	
  ⇢	
  (f)	
  an individual registered or formerly
  registered under the securities legislation, or under the securities
  legislation of another jurisdiction of Canada, as a representative of a person
  or company referred to in category (5);
	 	 	 
	
  ⇢	
  (g)	
  the government of Canada or a province,
  or any crown corporation or agency of the government of Canada or a province;
	 	 	 
	
  ⇢	
  (h)	
  a municipality, public board or
  commission in Canada;
	 	 	 
	
  ⇢	
  (i)	
  any national, federal, state,
  provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any agency of that government;
	 	 	 
	
  ⇢	
  (j)	
  a pension fund that is regulated by
  either the Office of the Superintendent of Financial Institutions (Canada) or
  a provincial pension commission or similar regulatory authority;
			
	
  ⇢	
  (k)	
  a registered charity under the Income
  Tax Act (Canada);




 


	
  ⇢	
  (l)	
  an individual who,
  either alone or jointly with a spouse, beneficially owns, directly or
  indirectly, financial assets having an aggregate realizable value that before
  taxes, but net of any related liabilities, exceeds $1,000,000;

	 	 	 	 
	
  ⇢	
  (m)	
  an individual whose net income before
  taxes exceeded $200,000 in each of the two most recent years or whose net
  income before taxes combined with that of a spouse exceeded $300,000 in each
  of the two most recent years and who, in either case, reasonably expects to
  exceed that net income level in the current year;
	 	 	 
	
  ⇢	
  (n)	
  a corporation, limited partnership,
  limited liability partnership, trust or state, other than a mutual fund or
  non-redeemable investment fund, that had net assets of at least $5,000,000 as
  shown on its most recently prepared financial statements;
	 	 	 
	
  ⇢	
  (o)	
  a mutual fund or non-redeemable
  investment fund that, in the local jurisdiction, distributes its securities
  only to persons or companies that are accredited investors;
	 	 	 
	
  ⇢	
  (p)	
  a mutual fund or non-redeemable
  investment fund that, in the local jurisdiction, distributes its securities
  under a prospectus for which the regulator has issued a receipt;
	 	 	 
	
  ⇢	
  (q)	
  an entity organized in a foreign
  jurisdiction that is analogous to any of the entities referred to in
  paragraphs (a) through (g) and paragraph (k) in form and function; and
	 	 	 
	
  ⇢	
  (r)	
  a person or company in respect of which
  all of the owners of interests, direct or indirect, legal or beneficial, are
  persons that are accredited investors.
	 	 	 


For the purposes hereof: 

"financial assets"
means cash and securities. 

"related liabilities"
means liabilities incurred or assumed for the purpose of financing the
acquisition or ownership of financial assets and liabilities that are secured by
financial assets. 





 

SCHEDULE "C" 

CERTIFICATE OF ONTARIO ACCREDITED INVESTOR 

IF YOU ARE RELYING
ON CATEGORY 13, 14, 20 OR 27 YOU MUST ALSO COMPLETE AND HAVE SWORN THE
APPLICABLE STATUTORY DECLARATION ATTACHED TO THE SUBSCRIPTION AGREEMENT AS
SCHEDULE "D" OR SCHEDULE "E" AS APPLICABLE.


NOTE: The Subscriber
should place an "X" in the appropriate box and initial beside the category
applicable to it on Schedule "C" 

All terms used in this
Schedule "C" that are defined in the Subscription Agreement have the meanings
given them in the Subscription Agreement. 

The Subscriber
certifies, represents and warrants to the Corporation that: 

IT SATISFIES ONE OR
MORE OF THE CATEGORIES INDICATED BELOW (PLEASE PLACE AN "X" OR SIMILAR MARK IN
THE APPROPRIATE BOXES): 

	⇢	
  Category 1
	
  
  A bank listed in Schedule I or II of the
  Bank Act (Canada), or an authorized foreign bank listed in Schedule III of
  that Act.

	⇢	
  Category 2
	
  The
  Business Development Bank incorporated under the 
  Business Development Bank Act (Canada).

	⇢	
  Category 3
	
  A loan
  corporation or trust corporation registered under the Loan and Trust 
  Corporations Act 
  (Ontario) or under the 
  Trust and Loan Companies Act 
  (Canada), or under comparable
  legislation in any other jurisdiction.

	⇢	Category 4	
  A
  co-operative credit society, credit union central, federation of caisses
  populaires, credit union or league, or regional caisse populaire, or an
  association under the Cooperative Credit Associations Act (Canada), in each
  case, located in Canada.

	⇢	Category 5	
  A company
  licensed to do business as an insurance company in any jurisdiction.

	⇢	Category 6	
  A
  subsidiary of any company referred to in Categories (1), (2), (3), (4) or (5),
  where the company owns all of the voting shares of the subsidiary.

	⇢	Category 7	
  A person or
  company registered under the 
  Securities Act 
  (Ontario) or securities legislation in
  another jurisdiction as an adviser or dealer, other than a limited market
  dealer.

	⇢	Category 8	
  The
  Government of Canada or of any jurisdiction, or any crown corporation,
  instrumentality or agency of a Canadian federal, provincial or territorial
  government.

	⇢	Category 9	
  Any
  Canadian municipality or any Canadian provincial or territorial capital city.

	 	 	 




 


	
  ⇢	
  
  Category 10
	
  
  Any national, federal, state,
  provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any instrumentality or agency thereof.

	
  ⇢	
  Category 11
	
  A pension
  fund that is regulated by either the Office of the Superintendent of Financial
  Institutions (Canada) or a provincial pension commission or similar regulatory
  authority.

	
  ⇢	
  Category 12
	
  A
  registered charity under the Income Tax Act (Canada).
	
   

	
  ⇢	
  Category 13
	
  An
  individual who beneficially owns, or who together with a spouse beneficially
  own, financial assets having an aggregate realizable value that, before taxes
  but net of any related liabilities, exceeds $1,000,000.

	
  
  ⇢
	
  
  Category 14
	
  
  An individual whose net income before
  taxes exceeded $200,000 in each of the two most recent years or whose net
  income before taxes combines with that of a spouse exceeded $300,000 in each
  of those years and who, in either case, has a reasonable expectation of
  exceeding the same net income level in the current year.

	
  ⇢	
  Category 15
	
  An
  individual who has been granted registration under the 
  Securities Act 
  (Ontario) or securities legislation in
  another jurisdiction as a representative of a person or company referred to in
  Category (7), whether or not the individual's registration is still in effect.

	
  ⇢	
  Category 16
	
  A promoter
  of the Corporation or an affiliated entity of a promoter of the Corporation.

	
  ⇢	
  Category 17
	
  A spouse,
  parent, grandparent or child of an officer, director or promoter of the
  Corporation.

	
  ⇢	
  Category 18
	
  A person or
  company that, in relation to the Corporation, is an affiliated entity or a
  person or company referred to in clause(c) of the definition of "distribution"
  in subsection 1(1) of the Securities Act (Ontario).

	
  ⇢	
  Category 19
	
  The
  Corporation itself.
	
   
	
   
	
   

	
  ⇢	
  Category 20
	
  A company,
  limited partnership, limited liability partnership, trust or estate, other
  than a mutual fund or non-redeemable investment fund, that had net assets of
  at least $ 5,000,000 as reflected in its most recently prepared financial
  statements.

	
  ⇢	
  Category 21
	
  A person or
  company that is recognized by the Ontario Securities Commission as an
  accredited investor.

	
  ⇢	
  Category 22
	
  A mutual
  fund or non-redeemable investment fund that, in Ontario, distributes its
  securities only to persons or companies that are accredited investors.

	
  ⇢	
  Category 23
	
  A mutual
  fund or non-redeemable investment fund that, in Ontario, distributes its
  securities under a prospectus for which a receipt has been granted by the
  Director (as such term is defined in the 
  Securities Act 
  (Ontario).





	⇢	
  Category 24
	
  
  A managed account if it is acquiring a
  security that is not a security of a mutual fund or non-redeemable investment
  fund.

	⇢	Category 25	
  An account
  that is fully managed by a trust corporation registered under the 
  Loan and Trust Corporations Act
  (Ontario)

	⇢	Category 26	
  An entity
  organized outside of Canada that is analogous to any of the entities referred
  to in Categories (1) through (7) and Category (11) in form and function.

	⇢	Category 27	
  A person or
  company in respect of which all of the owners of interests, direct or
  indirect, legal or beneficial, are persons or companies that are accredited
  investors.



 

	Date:	
   

	 	Signature Subscriber or,
  if Subscriber is not an individual,
	 	duly authorized
  signatory of Subscriber
	 	  

	 	(Print name of
  Subscriber)


For the purposes hereof: 

financial assets" means cash and
securities. 

related liabilities"
means liabilities incurred or assumed for the purpose of financing the
acquisition or ownership of financial assets and liabilities that are secured by
financial assets. 





 

SCHEDULE "D" 


STATUTORY
DECLARATION FOR AN INDIVIDUAL- ONTARIO RESIDENTS ONLY


	 	CANADA	)	
  IN THE MATTER OF

	 	 	)	ZI CORPORATION
	 	 	)	 
	 	
  PROVINCE OF ONTARIO	)	AND IN THE MATTER OF
  A
	 	 	)	DISTRIBUTION OF
  SECURITIES
	 	 	)	UNDER S. 2.3 OF ONTARIO
  SECURITIES
	 	 	)	COMMISSION RULE 45-501
	 	 	)	 
	 	TO
  WIT:	)	 
	 	 	)	 
	I,	                                               
  , of the City of	 	, in the Province of
  Ontario, DO SOLEMNLY
	DECLARE
  as follows:	 	 


	1.

    	I have
  agreed to purchase from Zi Corporation ("Zi") ________ Units (the
  "Securities") priced at $2.00 (U.S.) per Security pursuant to s. 2.3 of
  Ontario Securities Commission Rule 45-501 (the "Rule").

  
	2.

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

  
	3.

    	I am an
  accredited investor as defined in the Rule as a result of meeting one of the
  following criteria (check applicable criteria):

  


	
  
	
  
	
  
  I am an individual who beneficially
  owns, or who together with my spouse beneficially own, financial assets having
  an aggregate realizable value that, before taxes but net of any related
  liabilities exceeds $1,000,000. I acknowledge that financial assets are
  limited to cash, securities, or any contract of insurance or deposit or
  evidence thereof that is not a security for the purposes of the 
  Securities Act
  (Ontario); or 

	
   
	
   



	
  
	
  
	
  I am an individual
  whose net income before taxes exceeded $200,000 in each of the two most recent
  years or whose net income before taxes combined with that of my spouse
  exceeded $300,000 in each of those years and I, in either case, have a
  reasonable expectation of exceeding the same net income level in the current
  year. 

	 	
   

	 	 	
	 	
  AND I MAKE
  this solemn declaration conscientiously believing it to be true and knowing
  that it is of the same force and effect as if made under oath. 

	 	 


 

	 	
  DECLARED
  before me at the
	)	 
	 	
  City of                                                          
  ) 
	)	 
	 	
  in the Municipality of
  
	)	 
	 	 	)	 
	 	
  this                                       
  day of 
	)	 
	 	,2003	)	
   

	 	 	 	(Name) 
	 	
  A Commissioner of Oaths
  or Notary Public 
	 	 




 

SCHEDULE "E"


STATUTORY
DECLARATION FOR A CORPORATION - ONTARIO CORPORATIONS ONLY


	 	 	)	 
	 	CANADA	)	
  IN THE
  MATTER OF

	 	 	)	
  ZI
  CORPORATION

	 	 	)	
   

	 	
  PROVINCE OF ONTARIO	)	
  AND IN THE
  MATTER OF A

	 	 	)	
  DISTRIBUTION
  OF SECURITIES

	 	 	)	
  UNDER S. 2.3
  OF ONTARIO SECURITIES

	 	 	)	
  COMMISSION
  RULE 45-501

	 	TO
  WIT:	)	
   

	 	 	)	
   

	 	 	 	
   

	I,	
  , of the City of
	 	
  , in the
  Province of Ontario, DO SOLEMNLY

	DECLARE
  as follows:	 	 


	1.

    	
  I am the
  __________________________ of ______________________________ (the
  "Corporation") and therefore have knowledge of the matters herein contained.

	2.

    	
  The
  Corporation has agreed to purchase from Zi Corporation ("Zi") __________ Units
  (the "Securities") pursuant to s. 2.3 of Ontario Securities Commission Rule
  45-501 (the "Rule").

	3.

    	
  The
  Corporation is purchasing the Securities as principal and, on closing of the
  agreement of purchase and sale, the Corporation will be the beneficial owner
  of the Securities.

	4.

    	
  The
  Corporation is an accredited investor as defined in the Rule as a result of
  meeting one of the following criteria (check applicable criteria):



		
  
	
  
  The Corporation has net assets of at
  least $5,000,000 as reflected in its most recently completed financial
  statements; 



		
  
	
  
  All of the owners of interests, direct
  or indirect, legal or beneficial, are persons or companies that are otherwise
  accredited investors. For an individual this requires that: 



	 	(i)

    	
  an individual who beneficially owns, or
  who together with his spouse beneficially own, financial assets having an
  aggregate realizable value that, before taxes but net of any related
  liabilities exceeds $1,000,000. Financial assets are limited to cash,
  securities, or any contract of insurance or deposit or evidence thereof that
  is not a security for the purposes of the 
  Securities Act 
  (Ontario); or

  
	 	(ii)

    	
  an individual whose net income before
  taxes exceeded $200,000 in each of the two most recent years or whose net
  income before taxes combined with that of his spouse exceeded $300,000 in each
  of those years and, in either case, has a reasonable expectation of exceeding
  the same net income level in the current year; or

  
	 	(iii)

    	
  the individual otherwise comes with the definition of
  Accredited Investor as set out in the Rule.

  




 

AND I MAKE
this solemn declaration conscientiously believing it to be true and knowing that
it is of the same force and effect as if made under oath. 

	 	
  DECLARED
  before me at the
	)	 
	 	
  City of                                                          
  ) 
	)	 
	 	
  in the Municipality of
  
	)	 
	 	 	)	 
	 	
  this                                       
  day of 
	)	 
	 	,2003	)	
   

	 	 	 	(Name) 
	 	 	 	(Title)
	 	
  A Commissioner of Oaths
  or Notary Public