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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
>   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 report;
>   3. Based on my knowledge, the
>   financial statements, and other financial information included in this report,
>   fairly present in all material respects the financial condition, results of
>   operations and cash flows of the company as of, and for, the periods presented
>   in this report;
>   4. The company's other certifying
>   officer(s) 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)) and internal control over financial reporting (as defined in
>   Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
>   (a) Designed such disclosure
>     controls and procedures, or caused such disclosure controls and procedures
>     to be designed under our supervision, to ensure that material information
>     relating to the company, including its consolidated subsidiaries, is made
>     known to us by others within those entities, particularly during the period
>     in which this report is being prepared;
>     (b) Designed such internal
>     control over financial reporting, or caused such internal control over
>     financial reporting to be designed under our supervision, to provide
>     reasonable assurance regarding the reliability of financial reporting and
>     the preparation of financial statements for external purposes in accordance
>     with generally accepted accounting principles;
>     (c) Evaluated the effectiveness
>     of the company's disclosure controls and procedures and presented in this
>     report our conclusions about the effectiveness of the disclosure controls
>     and procedures, as of the end of the period covered by this report based on
>     such evaluation; and
>     (d) Disclosed in this report any
>     change in the company's internal control over financial reporting that
>     occurred during the period covered by the report that has materially
>     affected, or is reasonably likely to materially affect, the company's
>     internal control over financial reporting; and
>   5. The company's other certifying
>   officer(s) and I have disclosed, based on our most recent evaluation of
>   internal control over financial reporting, to the company's auditors and the
>   audit committee of the company's board of directors (or persons performing the
>   equivalent functions):
>   (a) All significant deficiencies
>     and material weaknesses in the design or operation of internal control over
>     financial reporting which are reasonably likely to adversely affect the
>     company's ability to record, process, summarize and report financial
>     information; and
>     (b) Any fraud, whether or not material, that
>     involves management or other employees who have a significant role in the
>     company's internal control over financial reporting.

Date: March 31, 2006.

/s/ Dale KearnsDale KearnsChief Financial Officer


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