WONG’S ELECTRONIC (HOLDINGS) COMPANY LIMITED

November 20, 2002

The Directors
Telecom Technology Corporation Limited ("TTC")
12th Floor, Tai Yip Building
141 Thomson Road
Wanchai, Hong Kong, China



Attn.: Mr. David Yang

Dear Sir,

We ("Wong") are writing to confirm our offer as follows:

|(A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To purchase from TTC all those items of equipment
    listed on Attachment 1 to this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To purchase from TTC the proprietary design of TTC to
    the Bluetooth headset currently marketed by TTC under the trademark of iCliq
    and any development plan thereof, including all relevant samples, software,
    licenses and equipment related to product design, development, testing and
    approval, and all other related intellectual properties.                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To purchase from TTC the business of manufacturing
    and distributing Bluetooth headsets, including the exclusive right to use
    the trademark of iCliq, sales orders currently held by TTC, all those
    product and production tools listed on Attachment 2, all information in
    TTC’s possession regarding product prices, component prices, customers,
    suppliers, potential customers and suppliers, and any other pertinent
    information in relation to the product, the market and the business.                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To ask TTC to use reasonable commercial efforts to
    apply to change itself to Wong as a party to the agreement in all the
    license agreements listed on Attachment 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To ask TTC to release in writing the 7 employees as
    listed on Attachment 4 who will be hired by Wong after being released by TTC
    from their obligations to observe the "Employee Invention Covenant" and the
    "Employee Confidentiality Covenants" as stated in their respective
    employment contract with TTC.                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|In consideration of the above, we agree as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To pay to TTC US$220,000 on the closing date of
    December 6, 2002. Wong acknowledges and agrees that there are no conditions
    to the offer and Wong is obligated to pay to TTC US$220,000 on the closing
    date. The parties will negotiate in good faith to adjust the purchase price
    of US$220,000 prior to the closing date in the event that Wong discovers a
    substantial defect in the TTC assets pursuant to paragraph 7 of this offer.                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Wong shall assume the responsibility for the payment
    of those outstanding liabilities of TTC in connection with product tooling,
    production tooling and product approval listed on Attachment 5 provided that
    TTC agrees to use reasonable commercial efforts to assist the transfer of
    the titles to the product tools and production tools and the product
    approval to Wong as contemplated in this letter.                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Concerning those production inventories with various
    suppliers or contract manufacturers, Wong and TTC will negotiate in good
    faith with each other to determine the quantity of component and finished
    product inventory to be transferred from TTC to Wong and the transfer
    prices. A purchase order will be issued by Wong to TTC after the quantities
    of inventory to be transferred and the transfer prices have been finalized.                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|In connection with the transaction contemplated in this
letter, we shall require the following warranties from TTC. Except for the
following warranties, Wong acknowledges and agrees that it shall take the TTC
assets identified in this offer on an "as is" basis with no representations or
warranties of any kind whatsoever from TTC, whether express, implied, statutory
or otherwise, including, without limiting the generality of the foregoing, any
implied warranties of merchantability, fitness for the purpose or conformity
with description:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | TTC has good title, which is not subject to any lien
    or encumbrance save the outstanding payments listed on Attachment 5, to all
    equipment, tools or other assets to be sold pursuant to this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | All equipment, tools or other tangible assets to be
    sold pursuant to this letter are in reasonable working condition, and all
    the necessary user manuals and/or explanatory documents are reasonably
    available.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The design of Bluetooth headsets and its future
    development plan are documented and delivered "as is" and as available.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Except for the outstanding liabilities listed on
    Attachment 5, there are no liabilities which are required to be paid by Wong
    in connection with product tools, production tools and product approval with
    regard to the production of the products under sales orders currently held.                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The foregoing warranties shall be true and correct as at the
date of TTC’s acceptance of this offer and at the date of closing. All
warranties shall expire on closing and have no further force and effect after
closing and no claims in relation to any warranties can be made after closing.                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | TTC’s acceptance of the offer shall be subject to all
necessary approvals by its directors and shareholders, and the approval of the
board of directors of Zi Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Wong shall be responsible for the preparation of any
documentation necessary to give effect to the transfer of licenses,
registrations, permits etc, including the costs thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Wong will perform its own due diligence and make all
necessary inquiries and investigations to satisfy itself as to the state of the TTC assets identified in this offer, including the intellectual property assets,
and acknowledges that it has performed such inquiries and investigations prior
to preparing the offer. Wong acknowledges that there are no formal registrations
in existence for any of the intellectual property contemplated under the offer,
including but not limited to the iCliq trademark.                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Following closing, TTC shall not be liable for any claims
arising from Wong’s conduct of the business of manufacturing and distributing
Bluetooth headsets or such other uses of the assets sold pursuant to this
letter, and, in particular, Wong shall indemnify and hold TTC and its affiliates
harmless against any claims arising out of modifications made to the
intellectual property assets of TTC by Wong or any other of Wong’s activities
resulting in an infringement claim.                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Following closing, Wong hereby releases TTC and its
affiliates, its officers, directors, employees and others for whom TTC is
responsible at law from any and all liabilities, claims, damages, losses, costs,
including legal costs, in relation to the TTC assets purchased by Wong
hereunder.                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | For a period of three (3) month period after the date of
closing, TTC agrees to defend and indemnify Wong against any third party claim
that the existing design of the Bluetooth headset on the date of closing
infringes any patent, copyright or intellectual property right of a third party
provided that Wong promptly notifies TTC in writing of any such third party
claim and fully cooperates with TTC in the defence thereof. TTC has no liability
to Wong for, and TTC’s obligations under this section shall not apply to, any
claim where the Bluetooth headset has been modified, altered, or combined with
other intellectual property, devices or equipment.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In any event, TTC shall not be liable to Wong for any
claims, damages, losses, costs, including legal costs, whatsoever arising under
any of the terms of this offer for any amount in excess of US$220,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(12)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Wong represents that it has the corporate capacity to
enter into this agreement and that the undersigned is duly authorized to sign
this offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The above offer will be governed by the law of the Special
Administrative Region of Hong Kong. If you accept the offer, please sign on the
duplicate of this letter and return it by fax (fax no.: 852-27978076) and by
mail to our attention. Thereafter, we shall discuss the completion arrangement.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The closing date for the purchase and sale of the TTC assets
in accordance with this offer shall be on or before the end of business, Friday,
December 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|If you have any questions, please do not hesitate to contact
us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Yours faithfully,
For and on behalf of
Wong’s Electronics (Holdings) Company Limited



"B.L. Wong"

[Name]
Director



Offer accepted by:
For and on behalf of
Telecom Technology Corporation Limited

"George Tai"

Name:       George Tai



Position:    Director



Date:         November 28, 2002