Exhibit 1.2

[LOGO] Industry Canada Industrie Canada

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Certificate                                                       Certificat
of Amendment                                                      de modification

Canada Business                                                   Loi canadienne sur
Corporations Act                                                  les societes par actions

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<C>                                                               <C>
MITEL NETWORKS CORPORATION

CORPORATION MITEL NETWORKS                                                          385460-4

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Name of corporation - Denomination de la societe                  Corporation number-Numero de la societe

I hereby certify that the articles of the above-named             |_|   Je certifie que les statuts de la societe susmentionee
corporation were amended:                                               ont ete modifies:

a)  under section 13 of the Canada Business Corporations Act      |_|   a)  en vertu de l'article 13 de la Loi canadienne sur
    in accordance with the attached notice;                                 les societes par actions, conformement a 1'avis
                                                                            ci-joint

b)  under section 27 of the Canada Business Corporations Act      |X|   b)  en vertu de l'article 27 de la Loi canadienne sur
    as set out in the attached articles of amendment                        les societes par actions, tel qu'il est indique
    designating a series of shares;                                         dans les clauses modificatrices

c)  under section 179 of the Canada Business Corporations         |X|   c)  en vertu de Particle 179 de la Loi canadienne
    Act as set out in the attached articles of amendment;                   ci-jointes designant une serie d'actions; sur les
                                                                            societes par actions, tel qu'il est indique dans
                                                                            les clauses modificatrices ci-jointes;

d)  under section 191 of the Canada Business Corporations               d)  en vertu de Particle 191 de la Loi canadienne
    Act as set out in the attached articles of                              sur les societes par actions, tel qu'il est
    reorganization;                                                         indique dans les clauses de reorganisation
                                                                            ci-jointes;

                                                                            April 22, 2004 I le 22 avril 2004

                    Director - Directeur                                    Date of Amendment - Date de modification

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Canada [logo]
<PAGE>

[LOGO] Industry Canada Industrie Canada

<TABLE>
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                                                                                FORM 4                       FORMULE 4
                                                                        ARTICLES OF AMENDMENT                 CLAUSES
       Canada Business             Loi canadienne sur les                (SECTION 27 OR 177)               MODIFICATRICES
       Corporations Act            societes par actions                                              (ARTICLES 27 OU 177)

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<C>                                                               <C>
1 - Name of corporation - Denomination de la societe              2- Corporation No. - N(degree)de la societe

      Mitel Networks Corporation
      Corporation Mitel Networks                                        385460-4

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3- The articles of the above-named corporation are amended        Les statuts de la societe mentionnee ci-dessus sont modifies
as follows:                                                       de la facon suivante

      (a)   To provide that the rights, privileges, restrictions and conditions attached to the common shares of the
            Corporation shall be as set forth in the attached Schedule "A" which forms part of this document.

      (b)   To create the following new classes of shares:

            (i)   a new class of an unlimited number of preferred shares, issuable in series, to be designated as the Class A
                  Convertible Preferred Shares, and having the rights, privileges, restrictions and conditions as set forth in
                  the attached Schedule "B" which forms part of this document; and

            (ii)  a new class of an unlimited number of preferred shares, issuable in series, to be designated as the Class B
                  Convertible Preferred Shares, and having the rights, privileges, restrictions and conditions as set forth in
                  the attached Schedule "C" which forms part of this document,

            such  that the authorized capital of the Corporation shall be as follows:

            (A)   an unlimited number of common shares;

            (B)   an unlimited number of Class A Convertible Preferred Shares, issuable in series; and

            (C)   an unlimited number of Class B Convertible Preferred Shares, issuable in series.

      (c)   to add at paragraph 7 of the articles the right of the directors to appoint from time to time, one or more
            additional directors in accordance with the Canada Business Corporations Act and within any fixed number of
            directors from time to time authorized by the shareholders of the Corporation.

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<CAPTION>
Date                               Signature                               4. - Capacity of - En qualite de

<C>                                <C>
April 22, 2004
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FOR DEPARTMENTAL USE ONLY          Printed Name - nom en lettres moulees
A fusage du ministere seulement

Filed    >
Deposee
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IC 3069 (2001/11)
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                                      - 2 -
<PAGE>
                                                                     Exhibit 1.2

                                  SCHEDULE "A"
                                       TO
                              ARTICLES OF AMENDMENT

                           MITEL NETWORKS CORPORATION
                               (the "Corporation")

The  common  shares of the  Corporation  (the  "common  shares")  shall have the
following rights, privileges, restrictions and conditions:

1. Voting Rights

Each  holder of common  shares  shall be  entitled  to receive  notice of and to
attend all meetings of  shareholders  of the  Corporation  and to vote  thereat,
except meetings at which only holders of a specified class of shares (other than
common  shares) or  specified  series of shares  are  entitled  to vote.  At all
meetings of which notice must be given to the holders of the common shares, each
holder of common  shares shall be entitled to one vote in respect of each common
share held by such holder.

2. Dividends

The  holders of the common  shares  shall be  entitled,  subject to the  rights,
privileges,  restrictions and conditions  attaching to any other class or series
of  shares  of  the  Corporation,  to  receive  any  dividend  declared  by  the
Corporation.

3. Liquidation, Dissolution or Winding-up

The  holders of the common  shares  shall be  entitled,  subject to the  rights,
privileges,  restrictions and conditions  attaching to any other class or series
of  shares  of  the  Corporation,  to  receive  the  remaining  property  of the
Corporation  on a  liquidation,  dissolution  or winding-up of the  Corporation,
whether voluntary or involuntary.
<PAGE>

                                  SCHEDULE "B"
                                       TO
                              ARTICLES OF AMENDMENT

                           MITEL NETWORKS CORPORATION
                               (the "Corporation")

The  Corporation  is  authorized  to  issue  an  unlimited  number  of  Class  A
Convertible  Preferred  Shares,  issuable  in  series  (the  "Class A  Preferred
Shares").  The Class A Preferred  Shares,  as a class,  shall have the following
rights, privileges, restrictions and conditions:

1. Directors' Authority to Issue One or More Series

The directors of the Corporation  may, at any time and from time to time,  issue
the Class A Preferred Shares in one or more series.

2. Terms of Each Series

Subject to the  following  provisions,  and subject to the filing of articles of
amendment in prescribed  form and the  endorsement  thereon of a certificate  of
amendment,  in accordance with the Canada Business  Corporations Act, before the
first shares of a particular series are issued, the directors of the Corporation
shall fix the number of shares in such  series and shall  determine,  subject to
any limitations  set out in the articles of the  Corporation,  the  designation,
rights, privileges,  restrictions and conditions attaching to the shares of such
series including, without limiting the generality of the foregoing, any right to
receive  dividends  (which  may  be  cumulative,   non-cumulative  or  partially
cumulative  and  variable  or  fixed),  the rate or  rates,  amount or method or
methods of calculation of preferential dividends and whether such rate or rates,
amount  or  method or  methods  of  calculation  shall be  subject  to change or
adjustment in the future,  the currency or  currencies  of payment,  the date or
dates and place or places of  payment  thereof  and the date or dates from which
such preferential  dividends shall accrue, the rights of redemption (if any) and
the redemption price and other terms and conditions of redemption, the rights of
retraction  (if any) and the prices and other terms and conditions of any rights
of retraction and whether any additional rights of retraction may be provided to
such holders in the future,  the voting  rights (if any) and the  conversion  or
exchange rights (if any) and any sinking fund, purchase fund or other provisions
attaching  thereto.  Before the first shares of a particular  series are issued,
the directors of the Corporation may change the rights, privileges, restrictions
and conditions attaching to such unissued shares.

3. Ranking of the Class A Preferred Shares

No rights, privileges, restrictions or conditions attaching to a series of Class
A Preferred  Shares shall confer upon a series a priority  over any other series
of Class A Preferred  Shares in respect of the payment of dividends or return of
capital  in the  event of the  liquidation,  dissolution  or  winding  up of the
Corporation.

The Class A  Preferred  Shares of each  series  shall rank on a parity  with the
Class A Preferred  Shares of every other  series with respect to priority in the
payment of dividends and the return of

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                                     - 2 -


capital  in the  event of the  liquidation,  dissolution  or  winding  up of the
Corporation, whether voluntary or involuntary, or any other return of capital of
the  Corporation  among its  shareholders  for the  purpose  of  winding  up its
affairs.

4. Priority

The Class A Preferred  Shares  shall be  entitled  to  priority  as  hereinafter
provided over the Class B Convertible  Preferred  Shares of the Corporation (the
"Class B Preferred  Shares"),  the common shares of the Corporation (the "common
shares")  and any other  shares of any other  class of the  Corporation  ranking
junior to the Class A Preferred  Shares  with  respect to the return of capital,
the  distribution of assets and the payment of declared but unpaid  dividends in
the event of the  liquidation,  dissolution  or winding  up of the  Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the
Corporation  among its  shareholders  for the purpose of winding up its affairs.
The Class A Preferred  Shares  shall be  entitled  to  priority  over the common
shares and any other shares of any other class of the Corporation ranking junior
to the Class A Preferred  Shares with  respect to priority in the payment of any
dividends.

In the event of the  liquidation,  dissolution or winding up of the Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the
Corporation  among its  shareholders  for the purpose of winding up its affairs,
the holders of the Class A  Preferred  Shares of any series  shall be  entitled,
after payment or provision for payment of the debts and other liabilities of the
Corporation as may be required by law:

      (a)   to receive in  respect  of the shares of such  series,  prior to any
            distribution  to the holders of Class B  Preferred  Shares or common
            shares, the amount, if any, provided for in the rights,  privileges,
            restrictions  and conditions  attached to the shares of such series;
            and

      (b)   if  and  to  the  extent   provided  in  the   rights,   privileges,
            restrictions  and conditions  attached to the shares of such series,
            to share in the remaining assets of the Corporation  (subject to the
            rights, if any, of holders of Class B Preferred Shares and any other
            class or  series  of  shares  of the  Corporation  to first  receive
            payment of amounts in such event,  if and to the extent  provided in
            the rights, privileges,  restrictions and conditions attached to any
            such shares).

5. Other Preferences

The  Class A  Preferred  Shares  of any  series  may  also be given  such  other
preferences,  not  inconsistent  with the articles of the  Corporation  over the
Class B  Preferred  Shares,  the  common  shares  and any  other  shares  of the
Corporation  ranking junior to the Class A Preferred Shares as may be determined
in the case of such  series  of Class A  Preferred  Shares  in  accordance  with
paragraph 2 hereof.

6. Conversion Right

The Class A  Preferred  Shares of any  series  may be made  convertible  into or
exchangeable for common shares of the Corporation.

<PAGE>
                                     - 3 -


7. Redemption Right

The Class A  Preferred  Shares of any  series  may be made  redeemable,  in such
circumstances,  at such price and upon such other terms and conditions, and with
such priority,  as may be provided in the rights,  privileges,  restrictions and
conditions attached to the shares of such series.

8. Dividend Rights

The Corporation may at any time and from time to time declare and pay a dividend
on the Class A Preferred  Shares of any series  without  declaring or paying any
dividend  on the  common  shares or any other  shares of any other  class of the
Corporation  ranking  junior  to the  Class  A  Preferred  Shares.  The  rights,
privileges, restrictions and conditions attached to the Class A Preferred Shares
of any series may include the right to receive a dividend  concurrently with any
dividend declared on any other class or series of shares of the Corporation,  to
be  calculated in the manner set forth in the rights,  privileges,  restrictions
and  conditions  attached  to the  shares of such  series  of Class A  Preferred
Shares.

9. Voting Rights

Except as may be  otherwise  provided in the articles of the  Corporation  or as
otherwise required by law or in accordance with any voting rights which may from
time to time be attached to any series of Class A Preferred Shares,  the holders
of Class A Preferred  Shares as a class shall not be entitled as such to receive
notice  of,  nor to attend or vote at any  meeting  of the  shareholders  of the
Corporation.

10. Variation of Rights

The rights,  privileges,  restrictions  and conditions  attaching to the Class A
Preferred Shares as a class may be added to, amended or removed at any time with
such  approval  as may then be required by law to be given by the holders of the
Class A Preferred Shares as a class.

<PAGE>

                                  SCHEDULE "C"
                                       TO
                              ARTICLES OF AMENDMENT

                           MITEL NETWORKS CORPORATION
                               (the "Corporation")

The  Corporation  is  authorized  to  issue  an  unlimited  number  of  Class  B
Convertible  Preferred  Shares,  issuable  in  series  (the  "Class B  Preferred
Shares").  The Class B Preferred  Shares,  as a class,  shall have the following
rights, privileges, restrictions and conditions:

1. Directors' Authority to Issue One or More Series

The directors of the Corporation  may, at any time and from time to time,  issue
the Class B Preferred Shares in one or more series.

2. Terms of Each Series

Subject to the  following  provisions,  and subject to the filing of articles of
amendment in prescribed  form and the  endorsement  thereon of a certificate  of
amendment,  in accordance with the Canada Business  Corporations Act, before the
first shares of a particular series are issued, the directors of the Corporation
shall fix the number of shares in such  series and shall  determine,  subject to
any limitations  set out in the articles of the  Corporation,  the  designation,
rights, privileges,  restrictions and conditions attaching to the shares of such
series including, without limiting the generality of the foregoing, any right to
receive  dividends  (which  may  be  cumulative,   non-cumulative  or  partially
cumulative  and  variable  or  fixed),  the rate or  rates,  amount or method or
methods of calculation of preferential dividends and whether such rate or rates,
amount  or  method or  methods  of  calculation  shall be  subject  to change or
adjustment in the future,  the currency or  currencies  of payment,  the date or
dates and place or places of  payment  thereof  and the date or dates from which
such preferential  dividends shall accrue, the rights of redemption (if any) and
the redemption price and other terms and conditions of redemption, the rights of
retraction  (if any) and the prices and other terms and conditions of any rights
of retraction and whether any additional rights of retraction may be provided to
such holders in the future,  the voting  rights (if any) and the  conversion  or
exchange rights (if any) and any sinking fund, purchase fund or other provisions
attaching  thereto.  Before the first shares of a particular  series are issued,
the directors of the Corporation may change the rights, privileges, restrictions
and conditions attaching to such unissued shares.

3. Ranking of the Class B Preferred Shares

No rights, privileges, restrictions or conditions attaching to a series of Class
B Preferred  Shares shall confer upon a series a priority  over any other series
of Class B Preferred  Shares in respect of the payment of dividends or return of
capital  in the  event of the  liquidation,  dissolution  or  winding  up of the
Corporation.

The Class B  Preferred  Shares of each  series  shall rank on a parity  with the
Class B Preferred  Shares of every other  series with respect to priority in the
payment of dividends and the return of

<PAGE>
                                     - 2 -


capital  in the  event of the  liquidation,  dissolution  or  winding  up of the
Corporation, whether voluntary or involuntary, or any other return of capital of
the  Corporation  among its  shareholders  for the  purpose  of  winding  up its
affairs.

4. Priority

The Class B  Preferred  Shares  shall  rank  junior  to the Class A  Convertible
Preferred  Shares of the  Corporation  (the  "Class A  Preferred  Shares")  with
respect to priority in the return of capital, the distribution of assets and the
payment  of  declared  but  unpaid  dividends  in the event of the  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
or  any  other   distribution  of  the  assets  of  the  Corporation  among  its
shareholders for the purpose of winding up its affairs, but shall be entitled to
priority as hereinafter  provided over the common shares of the Corporation (the
"common  shares")  and any other  shares of any other  class of the  Corporation
ranking  junior to the Class B Preferred  Shares  with  respect to the return of
capital,  the  distribution  of assets and the  payment of  declared  and unpaid
dividends  in the event of the  liquidation,  dissolution  or  winding up of the
Corporation,  whether voluntary or involuntary, or any other distribution of the
assets of the Corporation  among its  shareholders for the purpose of winding up
its affairs. The Class B Preferred Shares shall be entitled to priority over the
common shares and any other shares of any other class of the Corporation ranking
junior to the Class B Preferred  Shares with  respect to priority in the payment
of any dividends.

In the event of the  liquidation,  dissolution or winding up of the Corporation,
whether voluntary or involuntary, or any other distribution of the assets of the
Corporation  among its  shareholders  for the purpose of winding up its affairs,
the holders of the Class B  Preferred  Shares of any series  shall be  entitled,
after payment or provision for payment of the debts and other liabilities of the
Corporation as may be required by law:

      (a)   to receive in respect of the shares of such series, after payment or
            provision  for payment of the  amounts  payable in such event to the
            holders of Class A  Preferred  Shares in  priority to the holders of
            Class B  Preferred  Shares  and  prior  to any  distribution  to the
            holders of common shares,  the amount,  if any,  provided for in the
            rights,  privileges,  restrictions  and  conditions  attached to the
            shares of such series; and

      (b)   if  and  to  the  extent   provided  in  the   rights,   privileges,
            restrictions  and conditions  attached to the shares of such series,
            to share in the remaining assets of the Corporation  (subject to the
            rights, if any, of holders of any other class or series of shares of
            the  Corporation to first receive  payment of amounts in such event,
            if  and  to  the  extent   provided  in  the   rights,   privileges,
            restrictions and conditions attached to any such shares).

5. Other Preferences

The  Class B  Preferred  Shares  of any  series  may  also be given  such  other
preferences,  not inconsistent with the provisions hereof over the common shares
and any other shares of the Corporation  ranking junior to the Class B Preferred
Shares as may be  determined  in the case of such  series  of Class B  Preferred
Shares in accordance with paragraph 2 hereof.

<PAGE>
                                     - 3 -


6. Conversion Right

The Class B  Preferred  Shares of any  series  may be made  convertible  into or
exchangeable for common shares of the Corporation.

7. Redemption Right

The Class B  Preferred  Shares of any  series  may be made  redeemable,  in such
circumstances,  at such price and upon such other terms and conditions, and with
such priority,  as may be provided in the rights,  privileges,  restrictions and
conditions attached to the shares of such series.

8. Dividend Rights

The Corporation may at any time and from time to time declare and pay a dividend
on the Class B Preferred  Shares of any series  without  declaring or paying any
dividend  on the  common  shares or any other  shares of any other  class of the
Corporation  ranking  junior  to the  Class  B  Preferred  Shares.  The  rights,
privileges, restrictions and conditions attached to the Class B Preferred Shares
of any series may include the right to receive a dividend  concurrently with any
dividend declared on any other class or series of shares of the Corporation,  to
be  calculated in the manner set forth in the rights,  privileges,  restrictions
and  conditions  attached  to the  shares of such  series  of Class B  Preferred
Shares.

9. Voting Rights

Except as may be  otherwise  provided in the articles of the  Corporation  or as
otherwise required by law or in accordance with any voting rights which may from
time to time be attached to any series of Class B Preferred Shares,  the holders
of Class B Preferred  Shares as a class shall not be entitled as such to receive
notice  of,  nor to attend or vote at any  meeting  of the  shareholders  of the
Corporation.

10. Variation of Rights

The rights,  privileges,  restrictions  and conditions  attaching to the Class B
Preferred Shares as a class may be added to, amended or removed at any time with
such  approval  as may then be required by law to be given by the holders of the
Class B Preferred Shares as a class.