CERTIFICATION

I, Dale Kearns, Chief Financial Officer, certify that:

|1. | I have reviewed this annual report on Form 20-F of Zi
    Corporation;                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                         
|2. | Based on my knowledge, this annual report does not
    contain any untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to the
    period covered by this annual report;
|   |                                                                                                                                                                                                                                                                                                                                         
|3. | Based on my knowledge, the financial statements, and
    other financial information included in this annual report, fairly present
    in all material respects the financial condition, results of operations and
    cash flows of the registrant as of, and for, the periods presented in this
    annual report;                   
|   |                                                                                                                                                                                                                                                                                                                                         
|4. | The registrant's other certifying officers and I are
    responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
    the registrant and we have:                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                         
|   | a.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                         
|   | c.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                         
|5. | The registrant's other certifying officers and I have
    disclosed, based on our most recent evaluation of internal control over
    financial reporting, to the registrant's auditors and the audit committee of
    registrant's board of directors (or persons performing the equivalent
    function):                             
|   |                                                                                                                                                                                                                                                                                                                                         
|   | a.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                                      



|Date: May 14, 2004. |                                        
|------------------- | ---------------------------------------
|                    | "Dale Kearns"                          
|                    | Dale Kearns
    Chief Financial Officer