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ZI CORPORATION**(the "Corporation")**

Audit Committee (the "Audit Committee")**of the Board of Directors**

CHARTER

A. Composition and Process 

-  The Audit  Committee shall be composed of a minimum of three directors, all of whom shall  be independent as that term is defined in *Multilateral Instrument 52-110, Audit Committees* ("M.I.  52-110"), and under the requirements of the NASDAQ listing standards (the  "NASDAQ Standards") and any other applicable requirements of Canadian and  United States securities laws.   Members shall serve one-year terms and may serve  consecutive terms, which are encouraged to ensure continuity of experience.   
The Chairperson shall be appointed by the Board of  Directors for a one-year term, and may serve any number of consecutive terms.   
All members of the Audit Committee shall be  financially literate. Financial literacy is the ability to read and understand  a balance sheet, income statement and cash flow statement that present a  breadth and level of complexity comparable to the Corporation's financial  statements. At least one member shall have background and sophistication in  finance or accounting.   The Chairperson shall, in consultation with  management and the external auditor and internal auditor (if any), establish  the agenda for the meetings and ensure that properly prepared agenda materials  are circulated to the members with sufficient time for study prior to the  meeting. The eternal auditor will also receive notice of all meetings of the  Audit Committee. The Audit Committee may employ a list of prepared questions  and considerations as a portion of its review and assessment process.   The Audit Committee shall meet at least four  times per year and may call special meetings as required. A quorum at meetings  of the Audit Committee shall be its Chairperson and one of its other members  or the Chairman of the Board of Directors. The Audit Committee may hold its  meetings, and members of the Audit Committee may attend meetings, by telephone  conference if this is deemed appropriate.   The minutes of the Audit Committee meetings  shall accurately record the decisions reached and shall be distributed to  Audit Committee members with copies to the Board of Directors, the Chief  Executive Officer, the Chief Financial Officer and the external auditor.   The Audit Committee reviews, prior to their  presentation to the Board of Directors and their release, all material  financial information required by securities regulations.
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-  The Audit  Committee enquires about potential claims, assessments and other contingent  liabilities.   The Audit Committee periodically reviews  with management accounting policies for appropriateness and consistency.   The Charter of the Audit Committee shall be  reviewed by the Board of Directors on an annual basis.**B.**Authority**
-  Appointed by the Board of Directors pursuant  to provisions of the Business Corporations Act (Alberta).   Primary responsibility for the Corporation's  financial reporting, accounting systems and internal controls is vested in  senior management and is overseen by the Board of Directors. The Audit  Committee is a standing committee of the Board of Directors established to  assist it in fulfilling its responsibilities in this regard. The Audit  Committee shall have responsibility for overseeing management reporting on  internal controls. While it is management's responsibility to design and  implement an effective system of internal control, it is the responsibility of  the Audit Committee to ensure that management has done so.   The Audit Committee shall have unrestricted  access to the Corporation's personnel and documents and will be provided with  the resources necessary to carry out its responsibilities.   The Audit Committee shall have direct  communication channels with the internal auditors (if any) and the external  auditors to discuss and review specific issues as appropriate.   The Audit Committee shall have the authority  to engage independent counsel and other advisors as it determines necessary to  carry out its duties.   The Audit Committee shall set and pay the  compensation for any advisors employed by the Audit Committee.**C. Relationship with External Auditors
-  An external auditor must report directly to  the Audit Committee.   The Audit Committee is directly responsible  for overseeing the work of the external auditor including the resolution of  disagreements between management and the external auditor regarding financial  reporting.   The Audit  Committee shall implement structures and procedures to ensure that it meets  with the external auditor on a regular basis in the absence of management.
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-  In order to preserve the independence of the  external auditor the Audit Committee will: -  recommend to the Board of Directors the    external auditor to be nominated; recommend to the Board of Directors the    compensation of the external auditor's engagement; and review and pre-approve any engagements for    non-audit services to be provided by the external auditors or its    affiliates, together with estimated fees, and consider the impact on the    independence of the external auditor. **D. Accounting Systems, Internal Controlsand Procedures

The Audit Committee shall: 
-  Obtain reasonable assurance from discussions  with and/or reports from management, and reports from external auditors that  accounting systems are reliable and that the prescribed internal controls are  operating effectively for the Corporation and its subsidiaries and affiliates.   Review to ensure to its satisfaction that  adequate procedures are in place for the review of the Corporation's  disclosure of financial information extracted or derived from the  Corporation's financial statements and will periodically assess the adequacy  of those procedures.   Review with the external auditor the quality  and not just the acceptability of the Corporation's accounting principles.   Direct the external auditor's examinations  to particular areas.   Review control weaknesses identified by the  external auditors, together with management's response.   Review with external auditors their view of  the qualifications and performance of the key financial and accounting  executives.   Review with management and with the external  auditor any proposed changes in major accounting policies, the presentation  and impact of significant risks and uncertainties, and key estimates and  judgments of management that may be material to financial reporting.   Establish procedures for the receipt,  retention and treatment of complaints received by the Corporation regarding  accounting, internal accounting controls or auditing matters and the  confidential anonymous submission by employees of the Corporation of concerns  regarding questionable accounting or auditing matters.   Establish a periodic review procedure to  ensure that the external auditor complies with the Canadian Public  Accountability Regime under *Multilateral Instrument 52-108, Auditor  Oversight.*
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-  Review and  discuss with the external auditor the Corporation's practices with respect to  risk assessment and risk management. **E. Statutory and RegulatoryResponsibilities**-  Annual Financial Information - review the  annual audited financial statements, including Letter to Shareholders and  related press releases and recommend their approval to the Board of Directors,  after discussing matters such as the selection of accounting policies (and  changes thereto), major accounting judgments, accruals and estimates with  management and the external auditor.   Annual Report - review the management  discussion and analysis ("MD &A") section and all other relevant sections of  the annual report to ensure consistency of all financial information included  in the annual report.   Interim Financial Statements - review the  quarterly interim financial statements, including the Letter to Shareholders  and related press releases and recommend their approval to the Board, or if  delegated by the Board to the Audit Committee, approve these items on behalf  of the Board.   Earnings  Guidance/Forecasts - review forecasted financial information and forward  looking statements.**F. Reporting**-  Report, through the Chairperson of the Audit  Committee, to the Board of Directors from time to time on the major  discussions and decisions made by the Committee.   Report annually to the Board of Directors on  the Committee's responsibilities and how it has discharged them.   Review the Committee's Charter annually and  propose recommended changes to the Board.**G. Other Responsibilities**-  Investigating fraud, illegal acts or  conflicts of interest.   Discussing selected issues with corporate  counsel or the outside auditor or management.
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