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The following Audit Committee Charter was adopted by the Audit
Committee of the Board of Directors and the Board of Directors of VOICE
MOBILITY INTERNATIONAL, INC.(the Company):

Mandate

The primary function of the audit committee (the "Committee")
is to assist the Companys Board of Directors (the Board) in fulfilling its
financial oversight responsibilities by reviewing the financial reports and
other financial information provided by the Company to regulatory authorities
and shareholders, the Companys systems of internal controls regarding finance
and accounting and the Companys auditing, accounting and financial reporting
processes. Consistent with this function, the Committee will encourage
continuous improvement of, and should foster adherence to, the Companys
policies, procedures and practices at all levels. The Committees primary duties
and responsibilities are to:

- serve as an independent and objective party to monitor the Companys
  financial reporting and internal control system and review the Companys
  financial statements;
- review and appraise the performance of the Companys external auditors; and
- provide an open avenue of communication among the Companys auditors,
  financial and senior management and the Board.

Composition

The Committee shall be comprised of a minimum three directors
as determined by the Board, each of whom shall be (i) free from any direct or
indirect material relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member of
the Committee, and (ii) financially literate (as that term is defined below).
All members of the Committee that are not financially literate will work towards
becoming financially literate to obtain a working familiarity with basic finance
and accounting practices. For the purposes of the Company's Audit Committee
Charter, the definition of financially literate is the ability to read and
understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the
Company's financial statements.

The members of the Committee shall be elected by the Board at
its first meeting following the annual shareholders meeting. Unless a
Chairperson is elected by the full Board, the members of the Committee may
designate a Chairperson by a majority vote of the full Committee membership.

The Company and the Committee shall ensure that it satisfies
the composition and other requirements adopted by any securities regulatory
authority or stock exchange from time to time.

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Meetings

The Committee shall meet a least quarterly or more frequently
as circumstances dictate. As part of its job to foster open communication, the
Committee will meet at least annually with the Chief Financial Officer and the
external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee
shall:

|1) | Documents/Reports Review
|-- | ------------------------
|   |                         
|   | a)                      
|   |                         
|   | b)                      
|   |                         
|   | c)                      
|   |                         
|   | d)                      
|   |                         
|2) | External Auditors       
|   |                         
|   | a)                      
|   |                         
|   | b)                      
|   |                         
|   | c)                      
|   |                         
|   | d)                      

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|e) | review and discuss with the external auditors any
      disclosed relationships or services that may impact the objectivity and
      independence of the external auditors;                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                 
|f) | take or recommend that the full Board take appropriate
      action to oversee the independence of the external auditors;                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                 
|g) | recommend to the Board the selection and, where
      applicable, the replacement of the external auditors nominated annually
      for shareholder approval;                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                 
|h) | review and approve the external auditors' annual
      engagement letter;                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                 
|i) | recommend to the Board the compensation to be paid to the
      external auditors;                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                 
|j) | at each meeting, consult with the external auditors,
      without the presence of management, about the quality of the Companys
      accounting principles, internal controls and the completeness and accuracy
      of the Company's financial statements;                                                 
|   |                                                                                                                                                                                                                                                                                                                 
|k) | review and approve the Company's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company;                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                 
|l) | review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements; and                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                 
|m) | review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The
      pre-approval requirement is waived with respect to the provision of
      non-audit services if:
|   |                                                                                                                                                                                                                                                                                                                 
|   | i)                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                 
|   | ii)                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                 
|   | iii)                                                                                                                                                                                                                                                                                                            

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Provided the pre-approval of the
non-audit services is presented to the Committee's first scheduled meeting
following such approval such authority may be delegated by the Committee to one
or more independent members of the Committee.

|3) | Financial Reporting Processes
|-- | -----------------------------
|   |                              
|   | a)                           
|   |                              
|   | b)                           
|   |                              
|   | c)                           
|   |                              
|   | d)                           
|   |                              
|   | e)                           
|   |                              
|   | f)                           
|   |                              
|   | g)                           
|   |                              
|   | h)                           
|   |                              
|   | i)                           
|   |                              
|   | j)                           
|   |                              
|   | k)                           
|   |                              
|4) | Other                        
|   |                              
|   | a)                           

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| | b) | review any related-party transactions;                                                                                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                              
| | c) | engage independent counsel and other advisors as it
      determines necessary to carry out its duties;                      
| |    |                                                                                                                              
| | d) | to set and pay compensation for any independent counsel
      and other advisors employed by the Committee; and              
| |    |                                                                                                                              
| | e) | perform such other functions as assigned by law, the
      Company's bylaws or as the Board deems necessary and
  appropriate

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