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Exhibit 4.4: Certificate of Designation of Series B Preferred Stock

                           CERTIFICATE OF DESIGNATION

                                       OF

                       VOICE MOBILITY INTERNATIONAL, INC.

             Providing for the Powers, Designations, Preferences and
           Relative, Participating, Optional and Other Special Rights,
           and the Qualifications, Limitations or Restrictions Thereof
               of Series B Non-Voting Convertible Preferred Stock


         The undersigned, Tom O'Flaherty and James Hewett, hereby certify that:

         ONE: They are the duly elected and acting President and Treasurer,
respectively, of Voice Mobility International, Inc. (the "Corporation").

         TWO: The Board of Directors of the Corporation, pursuant to the
provisions of its Articles of Incorporation, duly adopted the following
resolutions:

         RESOLVED, that there is hereby established a series of the
         Corporation's preferred stock, par value $.001 per share, to be
         designated "Series B Non-Voting Convertible Preferred Stock" and to the
         extent that the powers, designation, preferences and relative,
         participating, optional and other special rights, and the
         qualifications, limitations and restrictions thereof, of such series,
         are not fixed by the amended Articles of Incorporation of the
         Corporation, they are hereby fixed as set forth in Exhibit 1 below.

         THREE. The number of Series B Non-Voting Convertible Preferred Stock
authorized shall be 666,667 shares and there are no shares of Series B
Non-Voting Convertible Preferred Stock currently outstanding.

         IN WITNESS WHEREOF, the undersigned have executed this certificate as
of the 27th day of December, 2000.


                                             ----------------------------------
                                             Tom O'Flaherty, President


                                             ----------------------------------
                                             James Hewett, Assistant Secretary


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                                    EXHIBIT 1

                      Powers, Designations, Preferences and
           Relative, Participating, Optional and Other Special Rights,
           and the Qualifications, Limitations or Restrictions Thereof
               of Series B Non-Voting Convertible Preferred Stock

     1.   DESIGNATION AND AMOUNT. 666,667 shares of preferred stock, $.001 par
value per share, is hereby constituted as a series of the preferred stock of the
Corporation which shall be designated "Series B Non-Voting Convertible Preferred
Stock" (the "Series B Preferred"), the preferences and relative, optional and
other special rights of which and the qualifications, limitations or
restrictions of which are set forth herein.

     2.   DIVIDENDS. The holders of the Series B Preferred shall be entitled to
receive dividends out of funds legally available therefor, prior and in
preference to any declaration or payment of any dividend (payable other than in
Common Stock or other securities and rights convertible into or entitling the
holder thereof to receive, directly or indirectly, additional shares of Common
Stock of the Corporation) on the Common Stock of the Corporation, at the rate of
$13.00 per share of Series B Preferred per annum, due payable with respect to
each share of Series B Preferred, on the last day of each month following the
issuance of such share of the Series B Preferred. Such dividends shall not be
cumulative. Such dividends shall accrue to holders of the Series B Preferred
until paid by the Corporation. No dividends or other distributions shall be made
with respect to the Common Stock, other than dividends payable solely in Common
Stock, unless at the same time an equivalent dividend with respect to the Series
B Preferred has been paid or set apart for payment.

     3.   LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of any
liquidation, dissolution or winding up of the Corporation, the holders of the
Series B Preferred shall not be entitled to any portion of any distribution.

     4.   CONVERSION. The holders of the Series B Preferred shall have
conversion rights as follows:

          (a)  RIGHT TO CONVERT. Subject to Section 4(b) below, each share of
Series B Preferred shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share, at the office of the
Corporation or any transfer agent for the Series B Preferred, into such number
of fully paid and nonassessable shares of Common Stock as is determined by
dividing $3.00 by the Series B Conversion Price, determined as hereinafter
provided, in effect at the time of conversion (the "Series B Conversion Rate").
The "Series B Conversion Price" shall initially be $1.50 per share of Common
Stock and shall be subject to further adjustment as hereinafter provided.

          (b)  AUTOMATIC CONVERSION. Each share of Series B Preferred shall
automatically be converted into shares of Common Stock at the then effective
Series B Conversion Rate upon the earlier of either (i) June 30, 2001, or (ii)
the written consent of the holders of a majority of the then outstanding shares
of Series B Preferred, voting together as a single class.

          (c)  MECHANICS OF CONVERSION. No fractional shares of Common Stock
shall be issued upon conversion of the Series B Preferred; the number of shares
of Common Stock issuable upon conversion of the Series B Preferred shall be
rounded down to the nearest whole number of shares of Common Stock. Before any
holder of the Series B Preferred shall be entitled to convert the same into full
shares of Common Stock and to receive certificates therefor, such holder shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or of any transfer agent for the Series B Preferred, and
shall give written notice to the Corporation at such office that such holder
elects to convert the same; PROVIDED, HOWEVER, that in the event of a conversion
pursuant to Section 4(b), the outstanding shares of the Series B Preferred shall
be converted automatically without any further action by the holders of such
shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; and PROVIDED, FURTHER,
that the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless the certificates
evidencing such shares of the Series B Preferred are either delivered to the
Corporation or its transfer agent as provided above,


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or the holder notifies the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify it for losses incurred as a result
of the loss of such certificates. The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification in the case of a lost
certificate, issue and deliver at such office to such holder of the Series B
Preferred, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made immediately prior to the close of business on the
date of such surrender of the shares of the Series B Preferred to be converted,
or, in the case of automatic conversion, on the date of closing of the offering
or the effective date of such written consent, as the case may be, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.

          (d)  ADJUSTMENTS TO CONVERSION PRICE.

               (i)  ADJUSTMENTS FOR SUBDIVISIONS OR COMBINATIONS OF OR STOCK
DIVIDENDS ON COMMON STOCK. In the event the outstanding shares of Common Stock
shall be subdivided (by stock split or otherwise), into a greater number of
shares of Common Stock, or the Corporation at any time or from time to time
after the original issue date of the Series B shall declare or pay any dividend
on the Common Stock payable in Common Stock, the Series B Conversion Rate then
in effect shall, concurrently with the effectiveness of such subdivision or
stock dividend, be proportionately increased based on the ratio of (A) the
number of shares of Common Stock outstanding immediately after such subdivision
or stock dividend to (B) the number of shares of Common Stock outstanding
immediately prior to such subdivision or stock dividend. In the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
the Series B Conversion Rate then in effect shall, concurrently with the
effectiveness of such combination or consolidation, be proportionately decreased
on the same basis.

          (e)  CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price or Conversion Rate of the
Series B Preferred pursuant to this Section 4, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of Series B Preferred a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Corporation shall, upon
the written request at any time of any holder of Series B Preferred, furnish or
cause to be furnished to such holder a like certificate setting forth (i) such
adjustments and readjustments, (ii) the respective Conversion Price and the
Conversion Rate at the time in effect and (iii) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of the Series B Preferred.

          (f)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of the Series B Preferred such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series B Preferred; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series B Preferred, in
addition to such other remedies as shall be available to the holder of such
Series B Preferred, the Corporation will take such corporate action as may, in
the opinion of counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes.

     4.   RIGHT OF REDEMPTION. Unless otherwise agreed by the holders of Series
B Preferred, the Corporation shall not have the right to call or redeem at any
time all or any shares of Series B Preferred.

     5.   VOTING RIGHTS. Except as otherwise provided herein or by applicable
law, holders of the Series B Preferred shall not be entitled to any voting
rights and powers, and shall not be entitled to vote with respect to any matters
upon which holders of Common Stock have the right to vote; provided however,
that so long as shares of Series B Preferred shall be outstanding, holders of
the Series B Preferred shall be entitled to notice of any shareholders' meeting
in accordance with the Bylaws of the Corporation.


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     6.   REACQUIRED SHARES. If any shares of Series B Preferred should be
purchased, retracted or otherwise acquired by the Corporation in any manner
whatsoever, then such shares of Series B Preferred shall be retired and canceled
promptly after acquisition thereof. Such shares upon cancellation, and upon the
taking of any action required by applicable law, shall become authorized but
unissued preferred shares and may be reissued as part of a new series of
preferred stock to be created by resolution or resolutions of the Board of
Directors of the Corporation, subject to the conditions and restrictions on
issuance set forth herein.

DEAN HELLER                                                     FILED #C21497-97
Secretary of State
                                                                  JAN 09 2001
                                       CERTIFICATE OF
101 North Carson Street, Suite 3         CORRECTION           IN THE OFFICE OF
Carson City,.Nevada 89701-4786     (PURSUANT TO NRS 78.0295       DEAN HELLER
(775) 684 5708                           AND 80.007)          SECRETARY OF STATE


                                 Certificate of
                                   Correction
                          (Pursuant to NRS 78.0295 and
                                     80.007)
                             - Remit in Duplicate -

1.   The name of the corporation for which correction is being made:

     Voice Mobility International, Inc.

2.   Description of the original document for which correction is being made:

     Certificate of Designation of Series B Non-Voting Convertible Preferred
     Stock

3.   Filing date of the original document:  12/29/00

4.   Description of the incorrect statement and the REASON it is incorrect or
     the manner in which the execution or other formal authentication was
     defective:*

     The dividend rate in Section 2 of Exhibit 1 entitled "Dividends" reads
     $13.00 per share of Series B Preferred per annum". This is incorrect as a
     result of a typographical error.

5.   Correction of the incorrect statement or defective execution or
     authentication:

     The dividend rate in Section 2 of Exhibit 1 entitled "Dividends" should
     correctly read, "$0.195 per share of Series B Preferred per annum." Except
     as provided herein, no other corrections are necessary.

6.   Signature:

    J. Hewett                      Assistant Secretary         January 9, 2001
------------------------------     -------------------         ---------------
SIGNATURE OF CORPORATE OFFICER     TITLE OF OFFICER            DATE


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* A REASON for the incorrect statement, execution or other authentication must
be provided.

-

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

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