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CERTIFICATION 

I, Philip Blair Mullin, Chief Financial Officer, certify that: 

1.     I havereviewed this annual report on Form 20-F of Zi Corporation; 

2.    Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 

3.    Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, 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 establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined 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 disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

(b)  Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; 

(c)  Evaluated the effectiveness of the company's disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and 

(d)  Disclosed in this report any change in the company's internal control overfinancial reporting that occurred during the period covered by the report thathas materially affected, or is reasonably likely to materially affect, thecompany's internal control over financial reporting; and 

5.    The company's other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to thecompany's auditors and the audit committee of the company's board of directors(or persons performing the equivalent functions): 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the company's ability to record, process, summarize and reportfinancial information; and 

(b)   Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the company's internal control over financial reporting. 

Date: March 30, 2007. 

| */s/       Philip Blair Mullin* |   |
|---------------------------------|--------|
| Philip Blair Mullin,            |   |
| Chief Financial      Officer    |   |

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