AMENDING AGREEMENT DATED AS OF MARCH 31,
2004

(re: Employment Agreement dated December 31, 1999)

BETWEEN

> ZI CORPORATION, a
>     corporation incorporated under the laws of the Province of Alberta (the
>     "Corporation")

OF THE FIRST PART

- and -

> MICHAEL E. LOBSINGER,
>     of Calgary, Alberta (the "Employee")

OF THE SECOND PART

WHEREAS:

|A. | the Corporation and the
  Employee are parties to an Employment Agreement dated the 31stday of December, 1999 (hereafter referred to
  as the "Employment Agreement"), a copy of which (without schedules) is annexed
  hereto as Schedule 1;                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|B. | the Employment Agreement,
  pursuant to the provisions of Article 2.1 thereof, was automatically renewed
  and extended for a three year period, namely January 1, 2003 -December 31,
  2005, following the expiry of its initial three year term;                                                                                                                                                                              
|C. | during the current term, the
  Corporation encountered various unexpected financial and business
  uncertainties which rendered it difficult or impractical for the Corporation
  to fully perform its contractual obligations to the Employee under the
  Employment Agreement;                                                                                                                                                
|D. | for the benefit of the
  Corporation, the Employee extended various accommodations ("the
  accommodations") to the Corporation to assist it during uncertain times,
  including but not necessarily limited to the reduction of his remuneration,
  the deferral of salary, a change of his title and responsibilities and a
  forbearance of certain contractual rights available to him as a result of
  those accommodations;
|E. | the accommodations extended by
  the Employee to the Corporation have included the following:                                                                                                                                                                                                                                                                                                                                   
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                             

|   | (ii)                                                                                                                                                                                                                                                                                                                | effective November 19, 2003,
  the Corporation appointed another individual to serve as the Chief Executive
  Officer of the Corporation;                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (iii)                                                                                                                                                                                                                                                                                                               | effective November 20, 2003,
  the Corporation and the Employee agreed that the Employee's annual base salary
  would be reduced to $225,000.00 ($CDN) from $300,000.00 ($USD);                                                           
|   | (iv)                                                                                                                                                                                                                                                                                                                | from November 20, 2003 until
  the date of this Agreement, the Corporation has continued to pay the Employee
  a salary amount equivalent to one-third of his former salary rather than the
  agreed revised amount of $225,000.00 ($CDN);
|F. | as a consequence of the
  foregoing, the parties have agreed to formally amend the provisions of the
  Employment Agreement in such manner as is fair, reasonable or necessary to
  reflect the changes and accommodations that have transpired since the expiry
  of the initial term of the Employment Agreement;
|G. | the employee has received
  legal advice respecting the matters referred to herein and fully understands
  the provisions, consequences and effect of the Employment Agreement as amended
  by this Agreement.                                                                                                     

NOW THEREFORE,IN CONSIDERATIONof the mutual
covenants and premises herein set forth, and for other good and valuable
consideration, including the accommodations, (the receipt and sufficiency of
which consideration are hereby acknowledged) the parties hereby agree as
follows:

|1. | Except as specifically
  provided for herein, and as may be necessary to give force and effect to the
  provisions of this Agreement, the terms and conditions of Employment Agreement
  shall continue in full force and effect.                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The Employment Agreement, as
  amended hereby, shall have a term that expires on December 31, 2006. The
  renewal and extension provisions in Article 2.1 of the Employment Agreement
  shall continue to apply.                                                                                                                                                                
|3. | Article 1.1(o)
  of the Employment Agreement is hereby amended to provide as
  follows:                                                                                                                                                                                                                                                                                         
|   | "Services" means occupying the position of Chairman of the
  Board of Directors and performing such duties and having such responsibilities
  as may be determined from time to time by the Board of Directors consistent
  with those positions in relation to the Corporation and any of its affiliated
  or associated corporations as determined by the Board of Directors."

|4. | Article 4.1
  of the Employment Agreement is hereby amended to provide as
  follows:                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | "The annual
  base salary payable to the Employee, in consideration for the provision of the
  Services by the Employee hereunder, shall be $225,000.00 ($CDN) exclusive of
  bonuses, benefits and other compensation. Such annual base salary shall be
  payable in arrears in equal monthly instalments at the end of each month
  during the term hereof."
|  

|5. | Article 4.4
  of the Employment Agreement is hereby amended to provide as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | "In addition
  to the consideration set forth herein, the Corporation hereby agrees to
  forthwith grant to the Employee, subject to the terms and conditions
  hereinafter set forth and those set forth in the Stock Option Plan of the
  Corporation, including the execution and delivery of any agreement required
  under such Plan (a copy of which Plan is annexed hereto as Schedule 2);
  (a) options to
  purchase from the Corporation 400,000 Common Shares in the Corporation, in
  addition to those options previously granted to the Employee, and;
  (b) 250,000
  Restricted Stock Units ("RSU's"), in addition to those RSU's previously
  granted to the Employee.
  Particulars of
  the said previous grants of options and RSU's are annexed hereto as Schedule
  3. The Employee shall enter into such agreements as may be required by or
  under the Stock Option Plan in the form prescribed thereunder. Appropriate
  adjustments shall be made to such number of shares to give effect to
  adjustments in the number of shares of the Corporation, the payment of stock
  dividends by the Corporation or other relevant changes in the capital of the
  Corporation."

|6. | Article 4
  of the Employment Agreement is further amended to include
  an Article 4.5 which shall provide as follows:
|-- | ----------------------------------------------------------------------------------------------------------------------

|   | "The
  Corporation acknowledges that it is indebted to the Employee in the amount of
  $240,340.05 ($CDN) (the "Deferred Compensation") representing base salary that
  accrued to but was not paid to the Employee during the periods May 1 -
  November 19, 2003 and November 20 - March 31, 2004. The Deferred Compensation
  represents a debt from the Corporation to the Employee which shall be repaid
  (without interest) in full, without set-off, deduction or abatement whatsoever
  except lawfully required statutory deductions, on the earlier of:
  (a) ten days
  following the termination of the Employee's employment with the Corporation
  for any reason whatsoever; or
  (b) December
  31, 2005.
  Nothing herein
  shall preclude the parties from agreeing to different repayment terms
  respecting the Deferred Compensation following the execution of this
  Agreement, but any such agreement shall be ineffective unless in writing
  executed by both parties."
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Article 10
  of the Employment Agreement shall be amended to include an
  Article 10.3 which shall provide as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | "In the event of termination of the Employee's employment
  with the Corporation for any reason whatsoever, including but not necessarily
  limited to those specified herein, the Employee acknowledges and agrees that,
  notwithstanding any provisions of the Stock Option Plan of the Corporation and
  any Stock Option or like agreements between the Employee and the Corporation
  that could be construed or interpreted to the contrary, the following
  provisions shall apply in respect of all options or restricted stock units
  that have been granted by the Corporation to the Employee at any time:                                                                                                                                                                                                                                                                                                                                                                           

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the Employee shall not be
  entitled to pursue or maintain any claims, actions, rights or remedies based
  on or arising from the premise that he is entitled to receive reasonable
  notice of termination of his employment, or that the wording of the
  Corporation's Stock Option Plan can or should be interpreted to provide that
  any cessation or termination provisions contained therein apply only in the
  event of a lawful or proper cessation or termination;                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the Employee shall not be
  entitled to claim any damages or other relief of any nature or description
  whatsoever in respect of any options or restricted stock units granted but not
  vested as at the Date of Termination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | this Agreement provides
  completely and exclusively for any and all claims, recourse, remedies,
  payments or rights available to the Employee in the event of the termination
  of his employment for any reason whatsoever, including but not limited to an
  unlawful termination, and the Employee is prohibited, barred and estopped from
  advancing any other claims in the event of a termination of his employment for
  any reason, lawful or unlawful;                                                                                                                                                                                                                                                                                                         
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the Employee acknowledges and
  agrees that he is familiar with and understands the provisions of the
  Corporation's Stock Option Plan, including but not limited to the following
  current provision:
  'If a Participant shall cease
  to be a director, officer, employee or consultant of the Corporation or any of
  its subsidiaries or affiliates for any reason (other than death), the
  Participant may, but only within 90 days next succeeding the Participant's
  ceasing to be a director, officer, employee or consultant and subject to the
  ten year maximum period provided in section 10(a) hereof, exercise the
  Participant's Option and/or RSU to the extent that the Participant was
  entitled to exercise them at the date of such cessation.'
|8.  | Article 12.1(c)of the Employment Agreement is hereby amended to provide as follows:
  "Termination
  by the Corporation for Just Cause. If the
  Employee's employment is terminated by the Corporation for Just Cause the
  Corporation shall pay to the Employee, if not theretofore paid, the fraction
  of the Annual Salary earned by or payable to the Employee by the Corporation
  or its subsidiaries during the then current fiscal year of the Corporation for
  the period to and including the Date of Termination, and neither the
  Corporation nor its subsidiaries shall have any further obligations to the
  Employee under this Article 12."                                                                                                                                                                                   
|9.  | Article 12.1
  of the Employment Agreement shall be amended to include an
  Article 12.1(e) which shall provide as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Termination by the Employee
  Arising from Control Change Other than for Qualifying Reason.Upon a Control Change, the Employee may, within sixty (60) days following the
  Control Change, at his complete and unfettered discretion, acting reasonably
  or unreasonably, terminate this Agreement by notifying the Corporation in
  writing that he has elected to terminate this Agreement. Within ten (10) days
  of the provision of such notice to the Corporation, the Corporation shall pay
  to the Employee an amount equal to three (3) times the Annual Salary at the
  rate in effect at the Date of Termination. The payment provided for in this
  Article 12.1(e) is the only severance payment the Employee will receive in the
  event of the termination of this Agreement for reasons contemplated in this
  Article 12.1(e)."
|10. | Article 19.6
  of the Employment Agreement is hereby amended to provide as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | "All references herein to currency shall be to United
  States dollars, except as otherwise specifically provided herein."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11. | Article 19
  of the Employment Agreement shall be amended to include an
  Article 19.7 which shall provide as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | "The Corporation shall be obliged to pay interest to the
  Employee at a rate of 10% per annum on any overdue amounts that it becomes
  obliged to pay the Employee hereunder arising from the termination of the
  Employee's employment for any reason whatsoever."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

IN WITNESS WHEREOFthe
Corporation has executed this Agreement by its proper officers acting in that
behalf and the Employee has hereunto executed this Agreement, all as of March
31, 2004.

|"Lisa Dawson"             |      | "Michael E. Lobsinger
|------------------------- | ---- | ---------------------
|                          |      |                      
|Witness                   |      | Michael E. Lobsinger 
|Lisa Dawson               |      |                      
|                          |      |                      
|                          |      |                      
|Name of Witness (Printed) |      |                      
|                          |      |                      
|                          | Per: | "Michael MacKenzie"  
|                          |      |                      
|                          |      |                      
|                          | Per: | "H. Donald Hyde"     
|                          |      |                      
|                          |      | Zi Corporation