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ZI CORPORATION**(the "Corporation")****Audit Committee (the "Audit Committee")**of the Board of Directors****CHARTER
**A. Composition and Process 
1. 

The AuditCommittee shall be composed of a minimum of three directors, all of whom shallbe independent as that term is defined in *Multilateral Instrument 52-110,Audit Committees* ("M.I. 52-110"), and under the requirements of the NASDAQlisting standards (the "NASDAQ Standards") and any other applicable requirementsof Canadian and United States securities laws. 

2. 

Members shallserve one-year terms and may serve consecutive terms, which are encouraged toensure continuity of experience. 

3. 

The Chairpersonshall be appointed by the Board of Directors for a one-year term, and may serveany number of consecutive terms. 

4. 

All members ofthe Audit Committee shall be financially literate. Financial literacy is theability to read and understand a balance sheet, income statement and cash flowstatement that present a breadth and level of complexity comparable to theCorporation's financial statements. At least one member shall have backgroundand sophistication in finance or accounting. 

5. 

The Chairpersonshall, in consultation with management and the external auditor and internalauditor (if any), establish the agenda for the meetings and ensure that properlyprepared agenda materials are circulated to the members with sufficient time forstudy prior to the meeting. The external auditor will also receive notice of allmeetings of the Audit Committee. The Audit Committee may employ a list ofprepared questions and considerations as a portion of its review and assessmentprocess. 

6. 

The AuditCommittee shall meet at least four times per year and may call special meetingsas required. A quorum at meetings of the Audit Committee shall be itsChairperson and one of its other members or the Chairman of the Board ofDirectors. The Audit Committee may hold its meetings, and members of the AuditCommittee may attend meetings, by telephone conference if this is deemedappropriate. 

7. 

The minutes ofthe Audit Committee meetings shall accurately record the decisions reached andshall be distributed to Audit Committee members with copies to the Board ofDirectors, the Chief Executive Officer, the Chief Financial Officer and theexternal auditor. 

8. 

The AuditCommittee reviews, prior to their presentation to the Board of Directors andtheir release, all material financial information required by securitiesregulations. 

9. 

The AuditCommittee enquires about potential claims, assessments and other contingentliabilities. 

10. 

The AuditCommittee periodically reviews with management accounting policies forappropriateness and consistency. 

11. 

The Charter ofthe Audit Committee shall be reviewed by the Board of Directors on an annualbasis. 

**B.**Authority**
1. 

Appointed by theBoard of Directors pursuant to provisions of the Business Corporations Act(Alberta). 

2. 

Primaryresponsibility for the Corporation's financial reporting, accounting systems andinternal controls is vested in senior management and is overseen by the Board ofDirectors. The Audit Committee is a standing committee of the Board of Directorsestablished to assist it in fulfilling its responsibilities in this regard. TheAudit Committee shall have responsibility for overseeing management reporting oninternal controls. While it is management's responsibility to design andimplement an effective system of internal control, it is the responsibility ofthe Audit Committee to ensure that management has done so. 

3. 

The AuditCommittee shall have unrestricted access to the Corporation's personnel anddocuments and will be provided with the resources necessary to carry out itsresponsibilities. 

4. 

The AuditCommittee shall have direct communication channels with the internal auditors(if any) and the external auditors to discuss and review specific issues asappropriate. 

5. 

The AuditCommittee shall have the authority to engage independent counsel and otheradvisors as it determines necessary to carry out its duties. 

6. 

The AuditCommittee shall set and pay the compensation for any advisors employed by theAudit Committee. 
**C. Relationship with External Auditors
1. 

An externalauditor must report directly to the Audit Committee. 

2. 

The AuditCommittee is directly responsible for overseeing the work of the externalauditor including the resolution of disagreements between management and theexternal auditor regarding financial reporting. 

3. 

The AuditCommittee shall implement structures and procedures to ensure that it meets withthe external auditor on a regular basis in the absence of management. 

4. 

In order topreserve the independence of the external auditor the Audit Committee will: 

a. 

recommend tothe Board of Directors the external auditor to be nominated; 

b. 

recommend tothe Board of Directors the compensation of the external auditor's engagement;and 

c. 

review andpre-approve any engagements for non-audit services to be provided by theexternal auditors or its affiliates, together with estimated fees, and considerthe impact on the independence of the external auditor. 
**D. Accounting Systems, Internal Controls and Procedures
The Audit Committee shall: 
1. 

Obtainreasonable assurance from discussions with and/or reports from management, andreports from external auditors that accounting systems are reliable and that theprescribed internal controls are operating effectively for the Corporation andits subsidiaries and affiliates. 

2. 

Review to ensureto its satisfaction that adequate procedures are in place for the review of theCorporation's disclosure of financial information extracted or derived from theCorporation's financial statements and will periodically assess the adequacy ofthose procedures. 

3. 

Review with theexternal auditor the quality and not just the acceptability of the Corporation'saccounting principles. 

4. 

Direct theexternal auditor's examinations to particular areas. 

5. 

Review controlweaknesses identified by the external auditors, together with management'sresponse. 

6. 

Review withexternal auditors their view of the qualifications and performance of the keyfinancial and accounting executives. 

7. 

Review withmanagement and with the external auditor any proposed changes in majoraccounting policies, the presentation and impact of significant risks anduncertainties, and key estimates and judgments of management that may bematerial to financial reporting. 

8. 

Establishprocedures for the receipt, retention and treatment of complaints received bythe Corporation regarding accounting, internal accounting controls or auditingmatters and the confidential anonymous submission by employees of theCorporation of concerns regarding questionable accounting or auditing matters.

9. 

Establish a periodic reviewprocedure to ensure that the external auditor complies with the Canadian PublicAccountability Regime under *Multilateral Instrument 52-108, AuditorOversight.*

10. 

Review and discuss with theexternal auditor the Corporation's practices with respect to risk assessment andrisk management. 
**E. Statutory and Regulatory Responsibilities 
1. 

Annual Financial Information -review the annual audited financial statements, including Letter to Shareholdersand related press releases and recommend their approval to the Board ofDirectors, after discussing matters such as the selection of accounting policies(and changes thereto), major accounting judgments, accruals and estimates withmanagement and the external auditor. 

2. 

Annual Report -review the management discussion and analysis ("MD &A") section and all otherrelevant sections of the annual report to ensure consistency of all financialinformation included in the annual report. 

3. 

Interim Financial Statements -review the quarterly interim financial statements, including the Letter toShareholders and related press releases and recommend their approval to theBoard, or if delegated by the Board to the Audit Committee, approve these itemson behalf of the Board. 

4. 

Earnings Guidance/Forecasts -review forecasted financial information and forward looking statements. 
**F. Reporting 
1. 

Report, through the Chairpersonof the Audit Committee, to the Board of Directors from time to time on the majordiscussions and decisions made by the Committee. 

2. 

Report annually to the Board ofDirectors on the Committee's responsibilities and how it has discharged them.

3. 

Review the Committee's Charterannually and propose recommended changes to the Board. 
**G. Other Responsibilities 
1. 

Investigating fraud, illegalacts or conflicts of interest. 

2. 

Discussing selected issues withcorporate counsel or the outside auditor or management.******************