**ZI
CORPORATION**
 **(the
“Corporation”)**
 
 **Audit
Committee (the “Audit Committee”)**
 **of
the Board of Directors**
 
 **CHARTER**
 
 
 **A.
Composition and Process**
 
 1.
    The
      Audit Committee shall be composed of a minimum of three directors, all of
      whom shall be independent as that term is defined in*Multilateral
      Instrument 52-110, Audit Committees*(“M.I. 52-110”), and under the requirements of the NASDAQ listing
      standards (the “NASDAQ Standards”) and any other applicable requirements
      of Canadian and United States securities laws.  2.
    Members
      shall serve one-year terms and may serve consecutive terms, which are
      encouraged to ensure continuity of experience.  3.
    The
      Chairperson shall be appointed by the Board of Directors for a one-year
      term, and may serve any number of consecutive
terms.  4.
    All
      members of the Audit Committee shall be financially literate. Financial
      literacy is the ability to read and understand a balance sheet, income
      statement and cash flow statement that present a breadth and level of
      complexity comparable to the Corporation’s financial statements. At least
      one member shall have background and sophistication in finance or
      accounting.  5.
    The
      Chairperson shall, in consultation with management and the external
      auditor and internal auditor (if any), establish the agenda for the
      meetings and ensure that properly prepared agenda materials are circulated
      to the members with sufficient time for study prior to the meeting. The
      eternal auditor will also receive notice of all meetings of the Audit
      Committee. The Audit Committee may employ a list of prepared questions and
      considerations as a portion of its review and assessment process.  6.
    The
      Audit Committee shall meet at least four times per year and may call
      special meetings as required. A quorum at meetings of the Audit Committee
      shall be its Chairperson and one of its other members or the Chairman of
      the Board of Directors. The Audit Committee may hold its meetings, and
      members of the Audit Committee may attend meetings, by telephone
      conference if this is deemed appropriate.  7.
    The
      minutes of the Audit Committee meetings shall accurately record the
      decisions reached and shall be distributed to Audit Committee members with
      copies to the Board of Directors, the Chief Executive Officer, the Chief
      Financial Officer and the external auditor.  8.
    The
      Audit Committee reviews, prior to their presentation to the Board of
      Directors and their release, all material financial information required
      by securities regulations.  9.
    The
      Audit Committee enquires about potential claims, assessments and other
      contingent liabilities.  10.
    The
      Audit Committee periodically reviews with management accounting policies
      for appropriateness and consistency.  11.
    The
      Charter of the Audit Committee shall be reviewed by the Board of Directors
      on an annual basis.  1
 **B.**  **Authority**
 
 1.
    Appointed
      by the Board of Directors pursuant to provisions of the Business
      Corporations Act (Alberta).  2.
    Primary
      responsibility for the Corporation's financial reporting, accounting
      systems and internal controls is vested in senior management and is
      overseen by the Board of Directors. The Audit Committee is a standing
      committee of the Board of Directors established to assist it in fulfilling
      its responsibilities in this regard. The Audit Committee shall have
      responsibility for overseeing management reporting on internal controls.
      While it is management’s responsibility to design and implement an
      effective system of internal control, it is the responsibility of the
      Audit Committee to ensure that management has done
so.  3.
    The
      Audit Committee shall have unrestricted access to the Corporation's
      personnel and documents and will be provided with the resources necessary
      to carry out its responsibilities.  4.
    The
      Audit Committee shall have direct communication channels with the internal
      auditors (if any) and the external auditors to discuss and review specific
      issues as appropriate.  5.
    The
      Audit Committee shall have the authority to engage independent counsel and
      other advisors as it determines necessary to carry out its duties.  6.
    The
      Audit Committee shall set and pay the compensation for any advisors
      employed by the Audit Committee.  **C.
Relationship with External Auditors**
  1.
    An
      external auditor must report directly to the Audit
    Committee.  2.
    The
      Audit Committee is directly responsible for overseeing the work of the
      external auditor including the resolution of disagreements between
      management and the external auditor regarding financial
      reporting.  3.
    The
      Audit Committee shall implement structures and procedures to ensure that
      it meets with the external auditor on a regular basis in the absence of
      management.  4.
    In
      order to preserve the independence of the external auditor the Audit
      Committee will:  (a)
    recommend
      to the Board of Directors the external auditor to be
      nominated;  (b)
    recommend
      to the Board of Directors the compensation of the external auditor’s
      engagement; and  (c)
    review
      and pre-approve any engagements for non-audit services to be provided by
      the external auditors or its affiliates,together
      with estimated fees, and consider the impact on the independence of the
      external auditor.  2
 **D.
Accounting Systems, Internal Controls and Procedures**
 
 The Audit
Committee shall:
  1.
    Obtain
      reasonable assurance from discussions with and/or reports from management,
      and reports from external auditors that accounting systems are reliable
      and that the prescribed internal controls are operating effectively for
      the Corporation and its subsidiaries and
affiliates.  2.
    Review
      to ensure to its satisfaction that adequate procedures are in place for
      the review of the Corporation’s disclosure of financial information
      extracted or derived from the Corporation’s financial statements and will
      periodically assess the adequacy of those
procedures.  3.
    Review
      with the external auditor the quality and not just the acceptability of
      the Corporation’s accounting principles.  4.
    Direct
      the external auditor’s examinations to particular
areas.  5.
    Review
      control weaknesses identified by the external auditors, together with
      management's response.  6.
    Review
      with external auditors their view of the qualifications and performance of
      the key financial and accounting executives.  7.
    Review
      with management and with the external auditor any proposed changes in
      major accounting policies, the presentation and impact of significant
      risks and uncertainties, and key estimates and judgments of management
      that may be material to financial reporting.  8.
    Establish
      procedures for the receipt, retention and treatment of complaints received
      by the Corporation regarding accounting, internal accounting controls or
      auditing matters and the confidential anonymous submission by employees of
      the Corporation of concerns regarding questionable accounting or auditing
      matters.  *9.*
    Establish
      a periodic review procedure to ensure that the external auditor complies
      with the Canadian Public Accountability Regime under*Multilateral
      Instrument 52-108, Auditor Oversight.*  10.
    Review
      and discuss with the external auditor the Corporation’s practices with
      respect to risk assessment and risk management.  3
 **E.
Statutory and Regulatory Responsibilities**
 
 1.
    Annual
      Financial Information - review the annual audited financial statements,
      including Letter to Shareholders and related press releases and recommend
      their approval to the Board of Directors, after discussing matters such as
      the selection of accounting policies (and changes thereto), major
      accounting judgments, accruals and estimates with management and the
      external auditor.  2.
    Annual
      Report - review the management discussion and analysis (“MD &A”)
      section and all other relevant sections of the annual report to ensure
      consistency of all financial information included in the annual
      report.  3.
    Interim
      Financial Statements - review the quarterly interim financial statements,
      including the Letter to Shareholders and related press releases and
      recommend their approval to the Board, or if delegated by the Board to the
      Audit Committee, approve these items on behalf of the
    Board.  4.
    Earnings
      Guidance/Forecasts - review forecasted financial information and forward
      looking statements.  **F.
Reporting**
 
 1.
    Report,
      through the Chairperson of the Audit Committee, to the Board of Directors
      from time to time on the major discussions and decisions made by the
      Committee.  2.
    Report
      annually to the Board of Directors on the Committee's responsibilities and
      how it has discharged them.  3.
    Review
      the Committee's Charter annually and propose recommended changes to the
      Board.  **G.
Other Responsibilities**
 
 1.
    Investigating
      fraud, illegal acts or conflicts of interest.  4.
    Discussing
      selected issues with corporate counsel or the outside auditor or
      management.   4